<PAGE>   1
                                                                   EXHIBIT 10.12


                               PROMOTION AGREEMENT

1.       This Promotion Agreement (the "Agreement") is dated as of May 18, 1998
         between CNET, Inc. ("CNET") and FreeShop International, Inc. (the
         "Company"). Pursuant to this Agreement, CNET will provide various
         links, placements and other online promotions (collectively, the
         "Promotions") from Snap! Online and SEARCH.COM and will provide
         advertising media ("Advertising") to the Company to assist the Company
         in promoting its products and services and facilitating the sale of
         products to potential buyers through its Internet site. CNET will be
         compensated by the Company for providing the Promotions and
         Advertising. Accordingly, the parties hereby agree as follows:

2.       Background.

         2.1      The Company. The Company operates an electronic retailing
                  operation through its Internet site located at
                  www.freeshop.com (together with any successors or derivatives
                  to such site, the "Company Site"). Through the Company Site,
                  the Company distributes and sells or facilitates the
                  distribution and sale of various products and services, either
                  directly or as an agent for third party vendors. All products
                  and services offered for distribution or sale through the
                  Company Site are referred to as the "Products."

         2.2      CNET. CNET produces television programs and operates a network
                  of Internet sites on the World Wide Web. For purposes of this
                  Agreement, the "CNET Sites" refer to the sites referenced in
                  Section 3.3 and Exhibit A.

3.       CNET's Obligations.

         3.1      Advertising media. CNET will provide Advertising media to the
                  Company during the Term on the CNET Sites and at the rates
                  described in Exhibit A.

         3.2      Retail Promotions. CNET will provide various retail Promotions
                  on Snap! Online and SEARCH.COM, which may include text/HTML or
                  graphical Promotions that include embedded links to co-branded
                  pages on CNET Sites or the Company Site.

         3.3      Placement of Promotions. CNET will determine the location and
                  type of each Promotion displayed on Snap! Online and
                  SEARCH.COM and may phase in certain types of Promotions as
                  they are developed. CNET currently intends to display
                  Promotions consisting of text/HTML links, pre-filled with an
                  appropriate query string or link ("Pre-Filled Links"), as set
                  forth in this Section.

                  3.3.1    On SEARCH.COM, CNET intends to display a Pre-Filled
                           Link on all category doors and on the search query
                           pages as appropriate and mutually agreed upon.

                  3.3.2    On the home version of Snap! Online and all partner
                           versions with partner approval, CNET intends to
                           display a Pre-Filled Link to Snap! Shopping's Free
                           Stuff page above the fold on the front door at least
                           25%



                                       1
<PAGE>   2

                           of the time and on pages related to Snap! Shopping as
                           appropriate and mutually agreed upon. The Company
                           will also serve as the sole "Anchor Tenant" for Snap!
                           Shopping's Free Stuff! page (or equivalent page if
                           subsequently renamed). As Anchor Tenant, the Company
                           will receive prominent Graphical Promotions above the
                           "fold" on the Free Stuff! page. For the purposes of
                           clarity, the "fold" is defined as the visible portion
                           of the screen on a standard 640 x 480 screen size.

         3.4      Design and Production of Promotions. The Company will design
                  any graphics required for the Promotions and provide
                  pre-filled query strings or links for all of the Pre-Filled
                  Links, with reasonable assistance from CNET, and the Company
                  will supply digital copies of such graphics and other
                  materials to CNET. CNET will be responsible for incorporating
                  the Promotions into the CNET Sites and for ensuring that the
                  Promotions are accessible to users of the CNET Sites
                  ("Users").

         3.5      Reporting. Within 30 days after the end of each month during
                  the Term, CNET will provide a report to the Company indicating
                  the number of impressions of Promotions displayed on the CNET
                  Sites during such month. CNET will also provide standard
                  "real-time" reporting for media Advertising.

         3.6      Investment. One hundred twenty days after the date of this
                  Agreement and on the first scheduled closing date of each
                  subsequent equity financing by the Company (each such date
                  being an "Investment Date"), CNET will purchase a
                  Participating Amount (as defined below) of the Company's
                  equity securities on the same terms and conditions, including
                  price, as the Company is then closing the sale of such
                  securities to other investors; provided, that if an Investment
                  Date does not occur within nine months after the immediately
                  prior Investment Date (a "Prior Investment Date"), then one
                  business day after the end of the nine month period CNET will
                  purchase a Participating Amount of the same type of equity
                  securities as were sold to CNET on the Prior Investment Date
                  at the same price per share (subject to adjustment for stock
                  dividends, combinations or splits with respect to such
                  securities) at which the Company last sold securities. For
                  purposes of this Section 3.6, "Participating Amount" means
                  such dollar amount as will bring CNET's aggregate purchases of
                  the Company's equity securities, after its then current
                  purchase, to an amount equal to 20% of all amounts paid or
                  payable to CNET by the Company under the terms of this
                  Agreement on or before the end of the calendar month which
                  includes the Investment Date. CNET will execute the same
                  purchase documentation as other investors in connection with
                  each purchase. The Company will have no obligation to sell
                  equity securities to CNET on an Investment Date unless the
                  Company reasonably determines that such sale to CNET is in
                  compliance with all applicable state and federal securities
                  laws.

4.       The Company's Obligations:

         4.1      Operation of Company Site. The Company will be responsible for
                  ensuring that each link embedded within a Promotion takes the
                  User to the appropriate area within the Company Site, and that
                  the Company Site functions with reasonable



                                       2
<PAGE>   3

                  reliability and in a commercially reasonable manner throughout
                  the Term. In particular, the Company agrees that the Company
                  Site will comply with the performance standards set forth in
                  Exhibit B throughout the Term. Any failure by the Company to
                  comply with this paragraph will be deemed to be a material
                  breach of this Agreement.

         4.2      Reporting. Within 30 days after the end of each month during
                  the Term, the Company will provide a report to CNET indicating
                  the aggregate number of referrals from Promotions on the CNET
                  Sites to the Company Site during such month and the resulting
                  number of buyers for which the Company has received payment
                  ("CNET Sales"). CNET Sales includes lead generation offers for
                  which FreeShop receives a "per lead" fee and excludes any
                  advertising including banners, promotions or other advertising
                  fees received by the Company. CNET and the Company will agree
                  on technical procedures to allow the easy and accurate
                  tracking and reporting of CNET Sales. The Company will make
                  this information available in a manner that allows CNET and
                  the Company to understand the performance of the various
                  Promotions.

         4.3      Cash Consideration.

                  4.3.1    For each month during the Term, the Company will
                           purchase at least $100,000 of Advertising media on
                           the CNET Sites identified in Exhibit A, at the rates
                           (expressed as Net CPM) identified for such CNET Sites
                           in Exhibit A. CNET will guarantee the availability of
                           at least $100,000 worth of this media at these rates.
                           Payments under this paragraph for a particular month
                           will be due within 30 days after the end of such
                           month.

                  4.3.2    For each month of the Term, the Company will pay CNET
                           $[***] for each CNET Sale except CNET Sales for which
                           the Company receives less than $[***] per sale. In
                           the case that the revenue to Company from a CNET Sale
                           is less than $[***], Company will instead pay CNET
                           [***]% of lead generation revenue received on that
                           CNET Sale. Such payments will be based on the reports
                           prepared by the Company under Section 4.2 (although
                           CNET may challenge such reports as contemplated by
                           Section 10.5). Payments under this paragraph for a
                           particular month will be due within 30 days after the
                           end of such month.

         4.4      User Information. At least once each calendar quarter, the
                  Company will deliver to CNET aggregate data collected as a
                  result of the CNET Sales, including but not limited to,
                  demographic data, buying behavior as measured by conversion to
                  sale, frequency of purchasing, and average order size, and a
                  comparison to the average for the Company to the extent such
                  information is collected by the Company. The Company and CNET
                  agree to best efforts to evaluate the possible transfer of
                  additional per user information to CNET on such terms and for
                  such purposes as the parties may agree. To the extent
                  provided, all such information will be provided by the Company
                  to CNET at no charge. Additionally, the Company and CNET will
                  conduct a review at least once per quarter to discuss the
                  Company's business model and the way in which leads are
                  collected and sold in order to ensure that the CNET Sales is
                  an accurate reflection of the usage

*** confidential material omitted


                                       3
<PAGE>   4

                  of the leads.

5.       Term and Termination. The term of this Agreement (the "Term") will
         begin on May 18, 1998 and end on the first anniversary of the date of
         this Agreement; provided that (a) either party may terminate this
         Agreement, effective at any time after the first three months of the
         Term, by giving 30 days' written notice of termination to the other
         party, and (b) either party may terminate this Agreement at any time by
         giving written notice of termination to the other party, if the other
         party commits a material breach of its obligations hereunder that is
         not cured within 30 days after notice thereof from the non-breaching
         party. The provisions of Sections 8, 9 and 10, as well as any
         obligations arising prior to expiration or termination, will survive
         any expiration or termination of the Term.

6.       Exclusivity. For purposes of this agreement "Competing Free Product
         Retailer " means any company (other than the Company and CNET and their
         respective affiliates) that is engaged primarily in the retail
         distribution and sale, through the Internet, of products and services
         that are offered without any initial payment required with the
         exclusion of software products and classifieds. During the Term, CNET
         will not enter into any agreements under which CNET receives
         consideration from a Competing Free Product Retailer for displaying
         permanent links to or other fixed promotions for such Competing Free
         Product Retailer on any CNET Site provided that the foregoing will not
         restrict the display of standard advertisements for any Competing Free
         Product Retailer. The parties acknowledge that the foregoing will not
         prevent CNET from displaying text links and other references to
         Competing Free Product Retailers as reasonably necessary to provide
         appropriate editorial and search related services on the CNET Sites or
         within the context of standard advertising promotions.

7.       Trademark Licenses.

         7.1      The Company hereby grants to CNET a non-exclusive, revocable,
                  royalty-free license, effective as long as this Agreement is
                  in effect, to use, display and publish any of the Company's
                  trademarks, tradenames, service marks and logos ("Company
                  Marks") that may be delivered by the Company to CNET expressly
                  for inclusion in the Promotions, solely for use in connection
                  with the Promotions. Any use of the Company Marks by CNET must
                  comply with any reasonable usage guidelines communicated by
                  the Company to CNET from time to time. Nothing contained in
                  this Agreement will give CNET any right, title or interest in
                  or to the Company Marks or the goodwill associated therewith,
                  except for the limited usage rights expressly provided above.
                  CNET acknowledges and agrees that, as between the Company and
                  CNET, the Company is the sole owner of all rights in and to
                  the Company Marks.

         7.2      CNET hereby grants to Company a non-exclusive, revocable,
                  royalty-free license, effective as long as this Agreement is
                  in effect, to use, display and publish any of the CNET's
                  trademarks, tradenames, service marks and logos ("CNET Marks")
                  that may be delivered by CNET to the Company expressly for
                  inclusion in the Snap! co-branded Company store. Any use of
                  the CNET Marks by Company must comply with any reasonable
                  usage guidelines communicated by CNET to the Company from time
                  to time. Nothing contained in this



                                       4
<PAGE>   5

                  Agreement will give the Company any right, title or interest
                  in or to the CNET Marks or the goodwill associated therewith,
                  except for the limited usage rights expressly provided above.
                  The Company acknowledges and agrees that, as between the
                  Company and CNET, CNET is the sole owner of all rights in and
                  to the CNET Marks.

         7.3      The Company hereby represents and warrants to CNET that the
                  Company has, and will have throughout the Term, all necessary
                  rights in and to the Company Marks to grant CNET the licenses
                  and usage rights contemplated by this Agreement without
                  violating the rights of any third party. CNET hereby
                  represents and warrants to the Company that CNET has, and will
                  have throughout the Term, all necessary rights in and to the
                  CNET Marks to grant the Company the licenses and usage rights
                  contemplated by this Agreement without violating the rights of
                  any third party.

8.       Responsibility for the Company Products. The Company acknowledges and
         agrees that, as between the Company and CNET, the Company will be
         solely responsible for any claims or other losses associated with or
         resulting from the marketing or operation of the Company Site or the
         offer, distribution or sale of any Products by the Company or in
         connection with the Company Site. CNET is not authorized to make, and
         agrees not to make, any representations or warranties concerning the
         Products, except to the extent (if any) contained within Promotions
         delivered to CNET by the Company.

9.       Mutual Indemnification.

         9.1      Indemnification by CNET. CNET shall indemnify and hold the
                  Company harmless from and against any costs, losses,
                  liabilities and expenses, including all court costs,
                  reasonable expenses and reasonable attorney's fees
                  (collectively, "Losses") that the Company may suffer, incur or
                  be subjected to by reason of any legal action, proceeding,
                  arbitration or other claim by a third party, whether commenced
                  or threatened, arising out of or as a result of (a) any breach
                  or alleged breach by CNET of its representations, warranties
                  or covenants hereunder; or (b) the operation of the CNET Sites
                  (except in cases where the Company is required to indemnify
                  CNET under the following paragraph), including claims of
                  infringement or misappropriation of intellectual property
                  rights.

         9.2      Indemnification by the Company. The Company shall indemnify
                  and hold CNET harmless from and against any Losses that CNET
                  may suffer, incur or be subjected to by reason of any legal
                  action, proceeding, arbitration or other claim by a third
                  party, whether commenced or threatened, arising out of or as a
                  result of (a) any breach or alleged breach by the Company of
                  its representations, warranties or covenants hereunder; (b)
                  the use by CNET of the Company Marks or any content provided
                  by the Company to CNET expressly for display in connection
                  with or as part of the Promotions, including claims of
                  infringement or misappropriation of intellectual property
                  rights; or (c) the operation of the Company Site or the offer,
                  distribution or sale of the Products by the Company or in
                  connection with the Company Site.



                                       5
<PAGE>   6

         9.3      Indemnification Procedures. If any party entitled to
                  indemnification under this section (an "Indemnified Party")
                  makes an indemnification request to the other, the Indemnified
                  Party shall permit the other party (the "Indemnifying Party")
                  to control the defense, disposition or settlement of the
                  matter at its own expense; provided that the Indemnifying
                  Party shall not, without the consent of the Indemnified Party
                  enter into any settlement or agree to any disposition that
                  imposes an obligation on the Indemnified Party that is not
                  wholly discharged or dischargeable by the Indemnifying Party,
                  or imposes any conditions or obligations on the Indemnified
                  Party other than the payment of monies that are readily
                  measurable for purposes of determining the monetary
                  indemnification or reimbursement obligations of Indemnifying
                  Party. The Indemnified Party shall notify Indemnifying Party
                  promptly of any claim for which Indemnifying Party is
                  responsible and shall cooperate with Indemnifying Party in
                  every commercially reasonable way to facilitate defense of any
                  such claim; provided that the Indemnified Party's failure to
                  notify Indemnifying Party shall not diminish Indemnifying
                  Party's obligations under this Section except to the extent
                  that Indemnifying Party is materially prejudiced as a result
                  of such failure. An Indemnified Party shall at all times have
                  the option to participate in any matter or litigation through
                  counsel of its own selection and at its own expense.

10.      Miscellaneous.

         10.1     LIMITATION OF DAMAGES. NEITHER PARTY WILL BE LIABLE FOR ANY
                  SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING
                  OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND ON ANY
                  THEORY OF LIABILITY (INCLUDING NEGLIGENCE), AND EVEN IF SUCH
                  PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

         10.2     Assignment. This Agreement may not be assigned by either
                  party, except (a) to the transferee of substantially all of
                  the business operations of such party (whether by asset sale,
                  stock sale, merger or otherwise) or (b) to any entity that
                  controls, is controlled by or is under common control with
                  such party.

         10.3     Relationship of Parties. This Agreement will not be construed
                  to create a joint venture, partnership or the relationship of
                  principal and agent between the parties hereto, nor to impose
                  upon either party any obligations for any losses, debts or
                  other obligations incurred by the other party except as
                  expressly set forth herein.

         10.4     Entire Agreement. This Agreement constitutes and contains the
                  entire agreement between the parties with respect to the
                  subject matter hereof and supersedes any prior oral or written
                  agreements. This Agreement may not be amended except in
                  writing signed by both parties. Each party acknowledges and
                  agrees that the other has not made any representations,
                  warranties or agreements of any kind, except as expressly set
                  forth herein.

         10.5     Audit Rights. Each party will have the right to engage an
                  independent third party to audit the books and records of the
                  other party relevant to the calculation of



                                       6
<PAGE>   7

                  Retail Impressions or CNET Sales, upon reasonable notice and
                  during normal business hours, and the other party will provide
                  reasonable cooperation in connection with any such audit. The
                  party requesting the audit will pay all expenses of the
                  auditor unless the audit reveals an underpayment by the other
                  party of more than 5%, in which case the other party will
                  reimburse all reasonable expenses of the auditor.


         10.6     Applicable Law. This Agreement will be construed in accordance
                  with and governed by the laws of the State of California,
                  without regard to principles of conflicts of law.

         10.7     Press Release. Each party may issue a press release concerning
                  the business relationship contemplated by this Agreement, and
                  each party will provide an appropriate quote from one of its
                  senior executive officers for use in the other party's
                  release. The Company agrees that CNET's press release may
                  disclose the total consideration payable to CNET hereunder.
                  Each party will provide the other with a reasonable
                  opportunity to review and comment on its press release.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized representatives as of the date first written above.


CNET, INC.                                  FreeShop International, Inc.

By:    /s/ MARTIN GREEN                     By:    /s/ TIM CHOATE
    ---------------------------------           -------------------------------
       Martin Green                                Tim Choate

Title: Vice President                       Title: President & CEO
       ------------------------------              ----------------------------



                                       7
<PAGE>   8

                                    EXHIBIT A

                                ADVERTISING MEDIA

For each of the first 12 calendar months of the Term, the Company will purchase
a minimum of $100,000 of Advertising media on the following sites, and CNET will
sell such Advertising media at the Net CPM's indicated for such sites:

<TABLE>
<CAPTION>
CNET ADVERTISING MEDIA                                            NET CPM
<S>                                                               <C>
DOWNLOAD.COM business banners                                     $ [***]
DOWNLOAD.COM business window                                      $ [***]
DOWNLOAD.COM business title download                              $ [***]

DOWNLOAD.COM development tools banners                            $ [***]
DOWNLOAD.COM development tools window                             $ [***]
DOWNLOAD.COM development tools title download                     $ [***]

DOWNLOAD.COM education banners                                    $ [***]
DOWNLOAD.COM education window                                     $ [***]
DOWNLOAD.COM education title download                             $ [***]

DOWNLOAD.COM games banners                                        $ [***]
DOWNLOAD.COM games window                                         $ [***]
DOWNLOAD.COM games title download                                 $ [***]

DOWNLOAD.COM home & personal banners                              $ [***]
DOWNLOAD.COM home & personal window                               $ [***]
DOWNLOAD.COM home & personal title download                       $ [***]

DOWNLOAD.COM Internet banners                                     $ [***]
DOWNLOAD.COM Internet window                                      $ [***]
DOWNLOAD.COM Internet title download                              $ [***]

DOWNLOAD.COM multimedia & design banners                          $ [***]
DOWNLOAD.COM multimedia & design window                           $ [***]
DOWNLOAD.COM multimedia & design title download                   $ [***]

DOWNLOAD.COM utilities banners                                    $ [***]
DOWNLOAD.COM utilities window                                     $ [***]
DOWNLOAD.COM utilities title download                             $ [***]

Snap! Run-of-site banners                                         $ [***]
Snap! Shopping banners                                            $ [***]
Snap! Keyword search                                              $ [***]

SEARCH.COM frontdoor portal                                       $ [***]
SEARCH.COM keywords                                               $ [***]
</TABLE>

*** confidential material omitted


                                       8
<PAGE>   9

Additionally, for each of the first 12 calendar months of the Term, CNET will
provide the following Advertising media to the Company at no cost:

<TABLE>
<CAPTION>
CNET ADVERTISING MEDIA                                 IMPRESSIONS PER MONTH
<S>                                                    <C>
DOWNLOAD.COM run-of-site banners                                       [***]
Snap! run-of-site banners                                              [***]
SEARCH.COM run-of-site banners                                         [***]
</TABLE>

*** confidential material omitted



                                       9
<PAGE>   10

                                    EXHIBIT B

                              PERFORMANCE STANDARDS


The Company Site and the Company's related operations must comply with the
following performance standards throughout the Term

1.       The Company Site will be operational and functional in all material
         respects (i.e. capable of displaying information, receiving purchases
         and conducting transactions as contemplated in the ordinary course of
         business). The Company shall use commercially reasonable efforts to
         maintain the functionality of the Site. Should, the Company Site fail
         to be operational and functional in all material respects, then for the
         period of time during such failure, CNET may remove the Retail
         Promotions without breaching the terms of this agreement and without
         any negative financial consequence to CNET.


2.       Without limiting the effect of 1, the Company shall provide to Users
         coming to the Company Site from the Promotions at least the same level
         of service as is offered to users coming directly to the Company Site
         or from agreements with other distribution partners.



                                       10
<PAGE>   11
                        AMENDMENT TO PROMOTION AGREEMENT

This Amendment to Promotion Agreement (the "Amendment") is dated to be effective
as of June 30, 1998 between CNET, Inc. ("CNET") and FreeShop International, Inc.
(the "Company"). CNET and the Company entered into a Promotion Agreement dated
as of May 18, 1998 (the "Original Agreement" and, as amended hereby, the
"Agreement"). Capitalization terms used in this Amendment and not otherwise
defined have the meanings assigned to such terms in the Original Agreement.

CNET and the Company desire to amend the Original Agreement as set forth in this
Amendment. According, CNET and the Company hereby agree as follows:

1.      Section 4.3.1 of the Original Agreement is hereby amended and restated
        in its entirety as follows:

        "4.3.1 During June, July, August, September, October, November and
               December of 1998, the Company will purchase at least $100,000,
               $50,000, $200,000, $100,000, $100,000 and $100,000, respectively,
               of Advertising media on the CNET Sites identified in Exhibit A.
               During January 1999 and for each subsequent month of the Term,
               the Company will purchase at least $100,000 of Advertising media
               on the CNET Sites identified in Exhibit A. The foregoing
               Advertising media will be purchased at the rates (expressed as
               Net CPM) identified for such CNET Sites in Exhibit A. CNET will
               guarantee the availability of at least these minimum amounts of
               media at these rates. Payments under this paragraph for a
               particular month will be due within 30 days after the end of such
               month."

2.      The first sentence of Section 3.6 of the Original Agreement is hereby
        amended by replacing the phrase "One hundred twenty days after the date
        of this Agreement" with the phrase "On September 30, 1998".

3.      Section 3 of the Original Agreement is hereby amended by replacing
        clause (a) thereof with the following: "(a) either party may terminate
        this Agreement, effective at any time on or after October 1, 1998, by
        giving 30 days' written notice of termination to the other party".

4.      Except as expressly set forth in this Agreement, the Original Agreement
        remains in full force and effect in accordance with its terms.
        References in the Original Agreement to the "Agreement" are hereby
        amended to refer to the Original Agreement, as amended by this
        Amendment. This Amendment and the Original Agreement constitute and
        contain the entire agreement between the parties with respect to the
        subject matter hereof and thereof and supersede any prior oral or
        written agreements. This Amendment will be construed in accordance with
        and governed by the laws of the State of California, without regard to
        principles of conflicts of law.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized representatives as of the date first written above.



CNET, INC.                                     FREESHOP INTERNATIONAL, INC.



<PAGE>   12


By:  /s/ MARTIN GREEN                          By:  /s/ TIM CHOATE
     ------------------------------                 ----------------------------

Title:  Vice President                         Title:  President & CEO
        ---------------------------                    -------------------------






<PAGE>   13



                    SECOND AMENDMENT TO PROMOTION AGREEMENT

This Second Amendment to Promotion Agreement (the "Amendment") is dated to be
effective as of September 30, 1998 between CNET Inc. ("CNET") and FreeShop
International, Inc. (the "Company"). CNET and the Company entered into a
Promotion Agreement dated as of May 18, 1998, which was amended pursuant to an
Amendment to Promotion Agreement dated as of June 30, 1998 (as so amended, the
"Original Agreement" and, as further amended hereby, the "Agreement").
Capitalized terms used in this Amendment and not otherwise defined have the
meanings assigned to such terms in the Original Agreement.

CNET and the Company desire to amend the Original Agreement as set forth in this
Amendment. Accordingly, CNET and the Company hereby agree as follows:

1.      Section 4.3.1 of the Original Agreement is hereby amended and restated
        in its entirety as follows:

        "4.3.1 During June, July, August and September of 1998, the Company will
        purchase at least $100,000, $50,000, $50,000 and $200,000, respectively,
        of Advertising media on the CNET Sites identified in Exhibit A. During
        October 1998 and for each subsequent month of the Term, the Company will
        purchase at least $50,000 of Advertising media on the CNET Sites
        identified in Exhibit A. The foregoing Advertising media will be
        purchased at the rates (expressed as Net CPM) identified for such CNET
        Sites in Exhibit A. CNET will guarantee the availability of at least
        these minimum amounts of media at these rates. Payments under this
        paragraph for a particular month will be due within 30 days after the
        end of such month."

2.      Section 5 of the Original Agreement is hereby amended by replacing
        clause (a) thereof with the following: "(a) either party may terminate
        this Agreement, effective at any time on or after January 1, 1999, by
        giving 30 days' written notice of termination to the other party".

3.      The last paragraph of Exhibit A of the Original Agreement, which relates
        to Advertising to be provided to the Company at no cost, is hereby
        amended and restated in its entirety as follows:

               "Additionally, for each of the first 12 calendar months of the
               Term, CNET will provide the following Advertising media to the
               Company at no cost:

<TABLE>
<CAPTION>
               CNET ADVERTISING MEDIA                     IMPRESSIONS PER MONTH
<S>                                                       <C>
               DOWNLOAD.COM run-of-site banners                  [***]
               Snap! Run-of-site banners                         [***]
               SEARCH.COM run-of-site banners                    [***]"
</TABLE>

4.      Except as expressly set forth in this Amendment, the Original Agreement
        remains in full force and effect in accordance with its terms.
        References in the Original Agreement to the "Agreement" are hereby
        amended to refer to the Original Agreement, as amended by this
        Amendment. This Amendment and the Original Agreement constitute and
        contain the entire agreement between the parties with respect to the
        subject matter hereof and thereof and supersede any prior oral or
        written agreements. This Amendment will be construed in accordance with
        and governed by the laws of the State of California, without regard to
        principles of conflicts of law.


*** confidential material omitted
<PAGE>   14






CNET, INC.                                    FREESHOP INTERNATIONAL, INC.



By:  /s/ MARTIN GREEN                          By:  /s/ TIM CHOATE
     ------------------------------                 ----------------------------

Title:  Vice President                         Title:  President & CEO
        ---------------------------                    -------------------------