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                                                                    EXHIBIT 10.1

                         EXECUTIVE EMPLOYMENT AGREEMENT


         This Executive Employment Agreement (the "Agreement") is made and
executed this 21st day of July, 2005, by and between HealthStream, Inc., a
Tennessee corporation (the "Company"), and Robert A. Frist, Jr., an individual
and resident of Nashville, Tennessee ("Executive").

         IN CONSIDERATION of the mutual undertakings of the parties set forth in
this Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and Executive hereby
agree as follows:

         1. Employment. The Company hereby employs Executive, and Executive
hereby accepts employment with the Company, on the terms and conditions
hereinafter set forth.

         2. Term. The initial term of this Agreement shall commence and shall be
effective as of the date set forth above (the "Effective Date") and shall extend
from that date for a period of two years, unless earlier terminated as provided
in this Agreement (the "Employment Term"). The Employment Term shall
automatically be extended for successive one year periods unless on or before a
date that is 90 days prior to the expiration of the Employment Term either the
Company or Executive shall have given written notice to the other of its or his
intention not to further extend the Employment Term, in which case in this
Agreement shall expire and terminate at the end of the initial or extended
Employment Term.

         3. Nature of Duties and Responsibilities; Extent of Services. During
the Employment Term, Executive shall be employed by the Company as its President
and Chief Executive Officer, or such other executive position as Executive shall
approve, and shall have such duties, powers and authority as generally inure to
those offices. Executive shall have the principal authority and responsibility
for managing the day-to-day business and affairs of the Company. Executive shall
report to and take direction only from the Board of Directors of the Company.
During the Employment Term, Executive shall devote his full time to the business
of the Company. For purposes of this Agreement, the term "full time" shall mean
an average of 40 hours per work week.

         4. Location; Travel. The permanent place of employment of Executive
shall be the corporate headquarters of the Company located in the metropolitan
Nashville, Tennessee area. Executive shall not be required to relocate his place
of employment outside of the metropolitan Nashville, Tennessee area at any time
during the Employment Term without his prior consent, which consent may be
withheld by Executive for any reason he deems appropriate. Executive may be
required to conduct reasonable travel in the course of the performance of his
duties on behalf of the Company.

         5. Compensation.

                  (a) For all services rendered by Executive under this
         Agreement, the Company shall compensate Executive at the annual base
         rate of $150,000, payable in semi-monthly installments.

                  (b) The annual rate of compensation provided in Section 5(a)
         may be adjusted for each year of the Employment Term by an amount
         determined by the Compensation Committee of the Board of Directors of
         the Company in its sole discretion; provided, that such annual rate of
         compensation shall not at any time be less than the amount specified in
         Section 5(a).

                  (c) During the Employment Term, Executive shall be eligible
         for and shall participate in any bonus program, plan or arrangement
         (whether formal or informal) generally adopted or made available by the
         Company with respect to its officers or senior management







         personnel, and the participation by Executive in any such program, plan
         or arrangement shall be upon terms and conditions (including without
         limitation the computation of amounts) substantially similar to those
         applicable to any other participant in such program, plan or
         arrangement; provided, that the Company may specify or require
         performance criteria unique to Executive. Nothing in this Section 5(c)
         shall be construed so as to require the Company to adopt any bonus
         program, plan or arrangement.

                  (d) The Company shall continue to pay Executive his
         compensation during any period of physical or mental incapacity or
         disability until his employment is terminated as provided in Section
         9(d); provided, that payments so made to Executive during the period of
         disability shall be reduced by the sum of the amounts, if any, actually
         received by Executive with respect to such period under disability
         benefit plans provided by the Company at its cost or under the Social
         Security disability insurance program, and which amounts were not
         previously applied to reduce any such payment.

                  (e) During the Employment Term, the Company shall pay the
         reasonable expenses incurred by Executive (based on business
         development objectives and within limits that may be established by the
         Board of Directors of the Company) in the performance of his duties
         under this Agreement (or shall reimburse Executive on account of such
         expenses paid directly by Executive) promptly upon the submission to
         the Company by Executive of appropriate vouchers prepared in accordance
         with applicable regulations of the Internal Revenue Service and all
         policies and procedures of the Company.

         6. Stock Options. During the Employment Term, Executive shall be
eligible for and shall participate in any stock option or stock purchase plan,
program or arrangement (whether formal or informal) generally adopted or made
available by the Company with respect to its officers or senior management
personnel, and the participation by Executive in any such plan, program or
arrangement shall be upon terms and conditions (including without limitation the
number of shares and the price at which such shares may be purchased) at least
as favorable as those applicable to any other participant in such plan, program
or arrangement.

         7. Other Benefits. In addition to the benefits described herein,
Executive shall be entitled to and eligible for group medical and disability
insurance coverage, life insurance coverage, vacation and any other fringe
benefits that generally may from time to time be available to other executive
officers of the Company. Executive shall be eligible to participate in any
pension, profit sharing or other employee benefit plan of the Company or in
which the Company participates. Executive shall be eligible for reimbursement of
life insurance coverage in an amount not to exceed an annual cost of $10,000.
Any and all such benefits provided in this Section 7 shall terminate on the
expiration or earlier termination of this Agreement, except as otherwise
required by law.

         8. Tax Withholding. With respect to all forms of compensation and
benefits to be provided by the Company to Executive under the terms of this
Agreement, the Company shall be entitled to deduct and withhold from Executive
all income, employment, payroll and other taxes and similar amounts required by
applicable law, rule or regulation of any appropriate governmental authority.

         9. Termination.

                  (a) Termination for Cause. Prior to the end of the stated or
         extended term of this Agreement, the Company may terminate this
         Agreement for cause, as provided below. In such event, the Company
         shall pay to Executive all accrued but unpaid compensation (excluding
         any bonus) earned to the effective date of termination, and the Company
         shall thereafter have no







         further liability hereunder to Executive. The Company may terminate
         Executive for cause without notice in the event that Executive (i) has
         committed any act of intentional fraud or dishonesty that relates to
         the business of the Company; (ii) is convicted of, or enters a plea of
         nolo contendere with respect to, any felony at any time hereafter;
         (iii) willfully fails or refuses to perform his duties hereunder (other
         than as a result of Executive's incapacity due to physical or mental
         illness) within 30 days after a written demand for substantial
         performance is delivered to Executive by the Company specifying with
         reasonable particularity the duty or duties which the Company believes
         Executive has failed or refused to perform, or (iv) commits any other
         material breach of this Agreement which breach is not cured by
         Executive within 90 days of the date on which written notice of such
         breach is provided by the Company to Executive.

                  (b) Termination Without Cause. Prior to the end of the stated
         or extended term of this Agreement, the Company may terminate this
         Agreement, other than as provided in Section 9(a), upon 10 days prior
         written notice to Executive. In such event, the Company shall pay to
         Executive the amounts required under Section 9(i)).

                  (c) Death of Executive. In the event Executive's death occurs
         during the stated or extended term of this Agreement, Executive's
         employment with the Company shall terminate automatically and the
         Company shall pay to the estate of Executive all accrued but unpaid
         compensation (including any bonus previously declared or determined)
         earned to the date of death.

                  (d) Disability of Executive. In the event that Executive, due
         to any physical or mental illness, injury or condition, has been absent
         from his duties with the Company for more than 180 days (whether or not
         consecutive) during any 12-month period, the Company may terminate this
         Agreement immediately upon notice to Executive, in which case the
         Company shall pay to Executive or his legal guardian all accrued but
         unpaid compensation (including any bonus previously declared or
         determined) earned to the date of such termination.

                  (e) Voluntary Resignation. Executive may, upon 60 days prior
         written notice to the Company, voluntarily resign and thereby terminate
         this Agreement at any time prior to the expiration of the stated or
         extended term of this Agreement. In such event, the Company shall pay
         to Executive all accrued but unpaid compensation (excluding any bonus)
         earned to the effective date of resignation.

                  (f) Good Reason; Change of Control. Executive may, upon 30
         days prior written notice to the Company, voluntarily resign for Good
         Reason at any time following any occurrence of a Change of Control. In
         such event, the Company shall pay to Executive the amounts required
         under Section 9(i).

                  For purposes of this Agreement, "Good Reason" shall mean the
         occurrence of any one of the following events, unless corrected by the
         Company during the 30-day notice period referred to in the first
         paragraph of this Section 9(f):

                           (i) Any change in Executive's title, authorities,
                  responsibilities (including reporting responsibilities) which,
                  in Executive's reasonable judgment, represents an adverse
                  change from his status, title, position or responsibilities
                  (including reporting responsibilities) which were in effect
                  immediately prior to the Change in Control or from his status,
                  title, position or responsibilities (including reporting
                  responsibilities) which were in effect following a Change in
                  Control pursuant to Executive's consent to accept any such
                  change; the assignment to him of any duties or work
                  responsibilities which, in







                  his reasonable judgment, are inconsistent with such status,
                  title, position or work responsibilities; or any removal of
                  Executive from, or failure to reappoint or reelect him to any
                  such positions, except if any such changes are because of
                  disability, retirement, death or cause (as defined in Section
                  9(a));

                           (ii) Any reduction by the Company in Executive's
                  annual base salary as in effect on the date hereof or as the
                  same may be increased from time to time except for
                  across-the-board salary reductions similarly affecting all
                  senior executives of the Company and all senior executives of
                  any Person (as defined below) in control of the Company;
                  provided, that in no event shall any such reduction reduce
                  Executive's base salary below $150,000;

                           (iii) The relocation of Executive's office at which
                  he is to perform his duties to a location more than 30 miles
                  from the location at which Executive performed his duties
                  prior to the Change in Control, except for required travel on
                  the Company's business to an extent substantially consistent
                  with his business travel obligations prior to the Change in
                  Control;

                           (iv) If the Executive had been based at the Company's
                  principal executive offices immediately prior to the Change in
                  Control, the relocation of the Company's principal executive
                  offices to a location more that 30 miles from the location of
                  such offices immediately prior to the Change in Control;

                           (v) The failure by the Company, without Executive's
                  consent, to pay to Executive any portion of Executive's
                  current compensation, or to pay to Executive any portion of an
                  installment of deferred compensation under any deferred
                  compensation program of the Company, within seven days of the
                  date such compensation is due;

                           (vi) The failure by the Company to continue in effect
                  any stock-based and/or cash annual or long-term incentive
                  compensation plan in which Executive participates immediately
                  prior to the Change in Control, unless Executive participates
                  after the Change in Control in other comparable plans
                  generally available to senior executives of the Company and
                  senior executives of any Person in control of the Company;

                           (vii) The failure by the Company to continue to
                  provide Executive with benefits substantially similar in value
                  to Executive in the aggregate to those enjoyed by Executive
                  under any of the Company's pension, life insurance, medical,
                  health and accident or disability plans in which Executive was
                  participating immediately prior to the Change in Control,
                  unless Executive participates after the Change in Control in
                  other comparable benefit plans generally available to senior
                  executives of the Company and senior executives of any Person
                  in control of the Company; or

                           (viii) The adverse and substantial alteration of the
                  nature and quality of the office space within which Executive
                  performed his duties prior to a Change in Control as well as
                  in the secretarial and administrative support provided to
                  Executive, provided, that a reasonable alteration of the
                  secretarial or administrative support provided to Executive as
                  a result of reasonable measures implemented by the Company to
                  effectuate a cost-reduction or consolidation program shall not
                  constitutes Good Reason hereunder.

                  For purposes of this Agreement, a "Change in Control" shall
         mean the occurrence at any time during the Employment Term of any one
         of the following events:






                           (i) An acquisition (other than directly from the
                  Company) of any voting securities of the Company (the "Voting
                  Securities") by any "Person" (as that term is used for
                  purposes of Section 13(d) or 14(d) of the Securities Exchange
                  Act of 1934, as amended (the "Exchange Act")) other than
                  Executive, immediately after which such Person has "Beneficial
                  Ownership" (within the meaning of Rule 13d-3 promulgated under
                  the Exchange Act) of more than 50% of the combined voting
                  power of the Company's then outstanding Voting Securities;
                  provided, however, in determining whether a Change in Control
                  has occurred, Voting Securities which are acquired in a
                  Non-Control Acquisition shall not constitute an acquisition
                  which would cause a Change in Control. A "Non-Control
                  Acquisition" shall mean an acquisition by (1) an employee
                  benefit plan (or a trust forming a part thereof) maintained by
                  (A) the Company, or (B) any corporation or other Person of
                  which a majority of its voting power or its voting equity
                  securities or equity interest is owned, directly or
                  indirectly, by the Company or the stockholders of the Company
                  in substantially the same proportion as their ownership of the
                  Voting Securities (for purposes of this definition, a
                  "Subsidiary"), (2) the Company or its Subsidiaries, or (3) any
                  Person in connection with a Non-Control Transaction (as
                  hereinafter defined);

                           (ii) The individuals who, as of the date of this
                  Agreement, are members of the Board of Directors of the
                  Company (the "Incumbent Board"), cease for any reason to
                  constitute at least a majority of the members of the Board of
                  Directors of the Company; provided, however, that if the
                  election, or nomination for election by the Company's
                  stockholders, of any new director was approved by a vote of at
                  least a majority of the Incumbent Board, such new director
                  shall, for purposes of this Agreement, be considered as a
                  member of the Incumbent Board; provided, further, however,
                  that no individual shall be considered a member of the
                  Incumbent Board if such individual initially assumed office as
                  a result of either an actual or threatened "Election Contest"
                  (as described in Rule 14a-11 promulgated under the Exchange
                  Act) or other actual or threatened solicitation of proxies or
                  consents by or on behalf of a Person other than the Board of
                  Directors of the Company (a "Proxy Contest") including by
                  reason of any agreement intended to avoid or settle any
                  Election Contest or Proxy Contest; or

                           (iii) Approval by stockholders of the Company of:

                                    (1) A merger, consolidation or
                           reorganization involving the Company, unless such
                           merger, consolidation or reorganization is a
                           Non-Control Transaction. A "Non-Control Transaction"
                           shall mean a merger, consolidation or reorganization
                           of the Company where the stockholders of the Company,
                           immediately before such merger, consolidation or
                           reorganization, own directly or indirectly
                           immediately following such merger, consolidation or
                           reorganization, 50% or more of the combined voting
                           power of the outstanding voting securities of the
                           corporation or its parent entity resulting from such
                           merger or consolidation or reorganization in
                           substantially the same proportion as their ownership
                           of the Voting Securities immediately before such
                           merger, consolidation or reorganization;

                                    (2) A complete liquidation or dissolution of
                           the Company; or

                                    (3) An agreement for the sale or other
                           disposition of all or substantially all of the assets
                           of the Company to any Person (other than a transfer
                           to a Subsidiary).






                  Notwithstanding the foregoing, a Change in Control shall not
         be deemed to occur solely because any Person (the "Subject Person")
         acquired Beneficial Ownership of more than the permitted amount of the
         then outstanding Voting Securities as a result of the acquisition of
         Voting Securities by the Company which, by reducing the number of
         Voting Securities than outstanding, increases the proportional number
         of shares Beneficially Owned by the Subject Person, provided that if a
         Change in Control would occur (but for the operation of this sentence)
         as a result of the acquisition of Voting Securities by the Company, and
         after such share acquisition by the Company, the Subject Person becomes
         the Beneficial Owner of any additional Voting Securities which
         increases the percentage of the then outstanding Voting Securities
         Beneficially Owned by the Subject Person, then a Change in Control
         shall occur.

                  (g) Change of Duties. Executive may, upon 30 days prior
         written notice to the Company, voluntarily resign and thereby terminate
         this Agreement at any time after there has been a material reduction in
         his duties, powers or authority as an officer or employee of the
         Company (a "Material Change") without the express written consent of
         Executive and the Company fails to cure such Material Change within 10
         days of notice thereof by Executive. In such event, the Company shall
         pay to Executive the amounts required under Section 9(i). For purposes
         of this Agreement, a Material Change shall be deemed to have occurred
         if (i) any person other than Executive is elected by the Board of
         Directors of the Company to hold the office of Chief Executive Officer,
         (ii) Executive is made subordinate to any other officer or employee of
         the Company, or (iii) Executive ceases to be a member of the Board of
         Directors of the Company at any time for any reason other than his
         resignation or removal by the Board of Directors for cause (as defined
         in Section 9(a)).

                  (h) Material Breach by Company. In the event that the Company
         materially breaches this Agreement, which breach is not cured by the
         Company within 90 days of the date on which written notice of such
         breach is provided by Executive to the Company, Executive may
         thereafter voluntarily resign and thereby terminate this Agreement. In
         such event, the Company shall pay to Executive the amounts required
         under Section 9(i).

                  (i) Severance Benefits. In the event that (i) the Company
         terminates the employment of Executive without cause (as provided in
         Section 9(b)), (ii) Executive elects to resign for Good Reason after
         the occurrence of a Change in Control (as provided in Section 9(f)),
         (iii) Executive elects to resign and terminate this Agreement upon the
         occurrence of a Material Change (as provided in Section 9(g)), or (iv)
         Executive elects to resign and terminate this Agreement upon the
         occurrence of a material breach of this Agreement by the Company (as
         provided in Section 9(h)), then, in addition to all accrued but unpaid
         compensation earned to the effective date of such termination, the
         Company shall pay to Executive a severance benefit computed as provided
         in this Section 9(i). The severance benefit shall be an amount equal to
         1.5 times the most recent recommended salary by the Compensation
         Committee for the Executive(such amount hereafter referred to as the
         "Annual Salary Amount"). In the event that Executive elects to resign
         for Good Reason after the occurrence of a Change in Control (as
         provided in Section 9(f)), then, in addition to the payment of the
         severance benefit described herein, the Company shall amend each stock
         option or stock purchase agreement between Executive and the Company to
         provide for the full and immediate vesting of all options, shares and
         other benefits provided therein, in each case effective as of the date
         of the termination of Executive.

                  (j) Manner of Payment. The amount of the severance benefit
         required under Section 9(i) shall be paid by the Company to Executive
         in 12 equal monthly installments beginning one month after the
         effective date of termination.






                  (k) Effect of Termination. Other than as expressly provided in
         this Agreement, all forms of compensation and benefits provided to
         Executive herein shall terminate on the expiration or earlier
         termination of this Agreement.

                  (l) Resignation as Chairman. If Executive's employment by the
         Company is terminated for any reason, Executive hereby agrees that he
         shall simultaneously submit his resignation as the Chairman of the
         Board of Directors of the Company, if Executive then serves in such
         capacity. If Executive fails to submit such required resignation in
         writing, the provisions of this Section 9(l) may be deemed by the
         Company to constitute the Executive's written resignation as the
         Chairman effective as of the effective date of termination. Nothing in
         this Section 9(l) shall require Executive to resign as a member (other
         than the Chairman) of the Board of Directors of the Company, and
         Executive may continue to serve in a capacity other than as the
         Chairman notwithstanding the termination of his employment.

         10. Restrictive Covenant.

                  (a) Executive hereby covenants and agrees that during the
         Employment Term and for a period of one year thereafter and provided
         that the Company has made all severance payments to which Executive is
         entitled, as due, Executive shall not, directly or indirectly: (i) own
         any interest in, operate, join, control or participate as a partner,
         director, principal, officer or agent of, enter into the employment of,
         act as a consultant to, or perform any services for any entity (each a
         "Competing Entity") which has material operations which compete with
         any business in which the Company is then engaged; (ii) solicit any
         customer or client of the Company with respect to any business in which
         the Company is then engaged (other than on behalf of the Company); or
         (iii) induce or encourage any employee of the Company to leave the
         employ of the Company; provided, that Executive may: (1) subject to the
         provisions of Section 3, continue his association with each of the
         entities described on Exhibit A hereto; and (2) solely as an
         investment, hold not more than 5% of the combined voting securities of
         any publicly-traded corporation or other business entity. The foregoing
         covenants and agreements of Executive are referred to herein as the
         "Restrictive Covenant." Executive represents and warrants to the
         Company that each entity listed on Exhibit A is not a Competing Entity
         as of the date hereof.

                  (b) Executive has carefully read and considered the provisions
         of the Restrictive Covenant and, having done so, agrees that the
         restrictions set forth in this Section 10, including without limitation
         the time period of restriction set forth above, are fair and reasonable
         and are reasonably required for the protection of the legitimate
         business and economic interests of the Company.

                  (c) Executive acknowledges that the Company's business is and
         will be built upon the confidence of those with whom it conducts
         business and that Executive will gain acquaintances and develop
         relationships by using the good will of the Company. Executive also
         acknowledges that the Company's business is and will be built upon the
         success of the Company in research, development and marketing, and
         through the development of certain business methods and trade secrets,
         and that Executive's position will give him confidential knowledge of
         all aspects of the Company's business and internal operations. In
         addition, Executive acknowledges that the Company's dealings through
         Executive will give Executive confidential knowledge that should not be
         divulged or used for his own benefit. Executive recognizes and agrees
         that his violation of any provision of the Restrictive Covenant will
         cause irreparable harm to the Company.

                  (d) In the event that, notwithstanding the foregoing, any of
         the provisions of this







         Section 10 or any parts hereof shall be held to be invalid or
         unenforceable, the remaining provisions or parts hereof shall
         nevertheless continue to be valid and enforceable as though the invalid
         or unenforceable portions or parts had not been included herein. In the
         event that any provision of this Section 10 relating to the time period
         and/or the area of restriction and/or related aspects shall be declared
         by a court of competent jurisdiction to exceed the maximum
         restrictiveness such court deems reasonable and enforceable, the time
         period and/or area of restriction and/or related aspects deemed
         reasonable and enforceable by such court shall become and thereafter be
         the maximum restrictions in such regard, and the provisions of the
         Restrictive Covenant shall remain enforceable to the fullest extent
         deemed reasonable by such court.

         11. Remedies. Executive agrees that in the event of any conduct by
Executive violating any provision of Section 10, the Company shall be entitled,
if it so elects, to institute and prosecute proceedings in any court of
competent jurisdiction, either at law or in equity, to obtain damages for such
conduct, to enforce specific performance of such provision, to enjoin Executive
from such conduct, to obtain an accounting and repayment of all profits,
compensation, commissions, remuneration or other benefits that Executive
directly or indirectly has realized and/or may realize as a result of, growing
out of, or in connection with any such violation, or to obtain any other relief,
or any combination of the foregoing, that the Company may elect to pursue.
Executive shall pay all legal fees and other costs incurred by the Company to
enforce the provisions of Sections 10 and to obtain the remedies provided in
this Section 11.

         12. Representations.

                  (a) The Company represents and warrants that this Agreement
         has been authorized by all necessary corporate action of the Company
         and is a valid and binding agreement of the Company enforceable against
         it in accordance with its terms.

                  (b) Executive represents and warrants that he is not a party
         to any agreement or instrument that would prevent him from entering
         into or performing his duties in any way under this Agreement.

         13. Waiver of Breach. The waiver by either party of a breach of any
provisions of this Agreement by either party shall not operate or be construed
as a waiver of any subsequent breach by either party.

         14. Successors. This Agreement shall be binding upon and inure to the
benefit of the heirs, successors and permitted assigns of the parties hereto.
This Agreement may not be assigned by Executive or by the Company without the
prior written consent of the other, except that the Company may assign this
Agreement to any business entity that acquires the Company or its business
operations and thereafter conducts the business of the Company.

         15. Construction. This Agreement shall be construed under and enforced
in accordance with the internal laws of the State of Tennessee.

         16. Entire Agreement. This Agreement is the entire agreement of the
parties and supersedes all prior agreements and understandings, written or oral.
This Agreement shall not be amended or modified except in writing executed by
both parties.

         17. Notice. For the purposes of this Agreement, notices shall be deemed
given when mailed by United States certified or registered mail, return receipt
requested, postage prepaid, addressed in the case of the Company to its
principal executive office; or in the case of Executive to the address shown on







the signature page of this Agreement. Either party may change such address by
giving the other party notice of such change in the aforesaid manner, except
that notices of changes of address shall only be effective upon receipt.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.


                                    HEALTHSTREAM, INC.


                                    By: /s/ Frank Gordon
                                        ---------------------

                                    Title: Member, Compensation Committee of the
                                           Board of Directors


                                    EXECUTIVE:


                                    /s/ Robert A. Frist, Jr.
                                    ------------------------
                                    Robert A. Frist, Jr.

                                    Address:

                                    211 Craighead Avenue
                                    Nashville, Tennessee 37215





                                    EXHIBIT A


HearingPlanet, Inc.