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* Confidential treatment has been requested with respect to certain information
  contained in this document. Confidential portions have been omitted from the
  public filing and have been filed separately with the Securities and Exchange
  Commission.

                                                                   EXHIBIT 10.10


                               PROMOTION AGREEMENT

This Promotion Agreement (the "Agreement") is dated as of September 10, 1999
between CNET, Inc., with its principal place of business located at 150 Chestnut
Street, San Francisco, California 94111 ("CNET"), and Niku Corporation, with its
principal place of business located at 305 Main Street, Redwood City, California
94063 (the "Company"). Pursuant to this Agreement, the Company and CNET will
work together to create a co-branded site to provide Company's services to CNET
users, and CNET will provide various promotions to the Company to assist the
Company in promoting the co-branded site and Company services. Accordingly, the
parties hereby agree as follows:

1.      DEFINITIONS.

        "Above the Fold" means that a particular item on a Web page is viewable
        on a computer screen at an 800 x 600 pixels resolution when the User
        first accesses such Web page, without scrolling down to view more of the
        Web page.

        "Business Computing Channel" means the Business Computing channel on the
        CNET Site, as may be changed from time to time by CNET.

        "CNET Competitor" means the competitors of CNET listed on Exhibit G, as
        reasonably amended by CNET from time to time, but in no event more than
        once during each calendar quarter.

        "CNET Content Areas" means the header and footer of each page of the
        Co-Branded Site designed in accordance with Section 2.3.1.

        "CNET Marks" means any trademarks, trade names, service marks and logos
        delivered by CNET to the Company expressly for inclusion on the Company
        Site.

        "CNET Sites" means the Internet sites operated by CNET together with any
        mirror sites and successors to the foregoing, but not including the
        Distributor Sites as described in Section 12.14.

        "Co-Branded Site" means the web site created pursuant to Section 5,
        below, which features branding for CNET and the Company.

        "Company Competitor" means the competitors of the Company listed on
        Exhibit H, as mutually amended by CNET and the Company from time to
        time, but in no event more than once during each calendar quarter.

        "Company Content Area" means the middle section of each page of the
        Co-Branded Site designed in accordance with Section 2.3.2.

        "Company Marks" means any trademarks, trade names, service marks and
        logos that may be delivered by the Company to CNET expressly for
        inclusion in the Promotions.

        "Company Services" means any product or service sold or provided on or
        through the Company Site.



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        "Company Site" means the Internet site operated by the Company at
        http://www.iniku.com, together with any mirror sites and successors to
        the foregoing, but not including the Company Distributor Sites as
        described in Section 12.15.

        "Impression" means the display of a Promotion on the CNET Sites.

        "Launch Date" means the date on which the Co-Branded Site is made
        generally available to Users, as further described in Section 2.7.

        "Look and Feel" means the look and feel, User interface and flow of User
        experience.

        "Promotions" means banners, buttons, text links, windows and other
        promotions that are offered by the relevant party now or in the future,
        for which such party receives monetary payment, barter, or other
        compensation.

        "Special Promotions" means branded or unbranded Promotions specifically
        promoting the Co-Branded Site.

        "Sponsorship" means the Business Solutions Directory sponsorship
        described in Section 3.3.

        "Standard Promotions" means Promotions linked to the Company Site and
        which promote the Company's products and services.

        "Television Spotlight" means a weekly television spotlight to be run in
        selected CNET programming available on CNBC.

        "Term" means the term described in Section 5.

        "User" means a user of a CNET Site.

2.      CO-BRANDED SITE DEVELOPMENT AND INTEGRATION.

        2.1    Co-Branded Site Described. The parties will work together in good
               faith to create the Co-Branded Site on the terms describe in this
               Section 2. Unless otherwise mutually agreed by the parties, the
               Co-Branded Site will provide all of the features and
               functionality provided by, and will perform in a manner
               substantially identical to, the Company Site, as the Company Site
               may be updated and enhanced from time to time.

        2.2    Hosting. The Company or its designee (provided that such designee
               is not a CNET Competitor) will host the Co-Branded Site on its
               servers (or on servers within its control) and will provide all
               computer hardware, software, bandwidth and personnel necessary to
               operate and maintain the Co-Branded Site as a functional site
               accessible to Users. The Company will operate the Co-Branded Site
               in a manner that meets or exceeds the reliability and performance
               standards described on Exhibit C, and will use commercially
               reasonable efforts to ensure that the performance and reliability
               of the Co-Branded Site are at least as good as the CNET Sites.

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        2.3    Design.

               2.3.1  CNET Content Areas. CNET will create the specification,
                      design, functionality, user interface and Look and Feel
                      for the CNET Content Areas, and Company will use
                      commercially reasonable efforts to assist CNET. Subject to
                      the terms of Section 2.13.1, such CNET Content Area may
                      include branding, promotions, content, navigational tools,
                      and other features, tools and content as determined by
                      CNET. CNET will develop all elements of the CNET Content
                      Areas interface, including graphics and templates. Company
                      acknowledges that CNET may change the design and content
                      of the CNET Content Areas from time to time, as determined
                      at CNET's discretion. Initially, the CNET Content Areas
                      will substantially conform to the illustrations attached
                      as Exhibit E.

               2.3.2  Company Content Area. Company will create the
                      specification, design, functionality, user interface and
                      Look and Feel for the Company Content Area; provided,
                      however, that the Company Content Area will substantially
                      conform to the Look and Feel of the Company Site, as may
                      be changed from time to time. Company will consider CNET's
                      reasonable requests to change the design and content of
                      the Company Content Area, provided that the final design
                      and Look and Feel of the Company Content Area will be
                      determined by the Company. Subject to the terms of
                      Sections 2.4 and 2.13.2, such Company Content Area will
                      include branding, promotions, content, navigational tools,
                      and other features, tools and content as mutually agreed
                      by Company and CNET. Company will develop all elements of
                      the Company Content Area interface, including graphics and
                      templates. CNET acknowledges that Company may change the
                      design and content of the Company Content Area to add or
                      delete Company Services in accordance with Section 2.4.
                      Initially, the Company Content Area will substantially
                      conform to the illustrations attached as Exhibit E.

        2.4    Company Services. Company will provide on the Co-Branded Site
               substantially all Company Services offered on the Company Site.
               CNET acknowledges that (i) the Company may change the Company
               Services offered on the Company Site from time to time, in which
               case the Company Services offered on the Co-Branded Site will be
               changed in a similar fashion and (ii) Company may license content
               from third party suppliers from time to time for display on the
               Company Site, and the complete text of such content may reside on
               the Company Site without being posted to the Co-Branded Site.The
               Company will in good faith consider all changes, improvements and
               enhancements reasonably suggested by CNET. The Company will be
               responsible for incorporating all bug fixes and upgrades into the
               Company Services offered on the Co-Branded Site on an ongoing
               basis.

        2.5    CNET Content. Company may include content from the CNET Sites as
               described on Exhibit F on relevant pages of the Co-Branded Site,
               or as otherwise mutually agreed by the Company and CNET.

        2.6    Co-Branding Features. Each page on the Co-Branded Site will
               include branding for CNET and the Company so that the CNET Marks
               and Company Marks are

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               both Above the Fold. The "Home" page of the Co-Branded Site will
               include a Company Mark within the top CNET Content Area, as
               illustrated in Exhibit E. All other pages on the Co-Branded Site
               will include CNET graphics and links in the CNET Content Area and
               Company graphics and links in the Company Content Area, as
               illustrated on Exhibit E.

        2.7    Launch Date. The parties will use commercially reasonable efforts
               to achieve a Launch Date for the Co-Branded Site [***] after the
               Effective Date.

        2.8    IP Masking. Using IP masking, the URL for the Co-Branded Site
               will begin with http://iniku.cnet.com. The Company agrees that
               CNET will be entitled to count all page views of the Co-Branded
               Site towards CNET's traffic as measured by Media Metrix (as both
               a "Property" and "Domain" listing) and other Internet
               traffic-auditing firms. In addition, both parties will count the
               traffic as a "Consolidated" listing as measured by Media Metrix.
               CNET shall have the right to provide a redacted copy of this
               Agreement to an Internet traffic-auditing firm in connection with
               this Section. Furthermore, simultaneous with the execution of
               this Agreement, the parties shall execute the letter to Media
               Metrix set forth in Exhibit D attached hereto.

        2.9    Terms and Pricing. The Company shall offer Users of the
               Co-Branded Site pricing and terms equivalent in value to the
               lowest generally available pricing and terms offered by the
               Company to similarly situated users of the Company Site, provided
               that such pricing will not be greater than the published pricing
               on the Company Site.

        2.10   Quality assurance. Throughout the Term, the Co-Branded Site will
               comply with the performance standards and technical
               specifications described on Exhibit C.

        2.11   Customer Support. The Company will provide reasonable support to
               registered users on the Co-Branded Site in a quality and manner
               substantially equivalent to the customer support provided on the
               Company Site.

        2.12   Technical Support. Each party will provide all necessary
               technical support for the parts of the Co-Branded Site they each
               provide and will designate a technical point of contact. Each
               party will use reasonable efforts to notify the other's
               designated contact at least three (3) business days in advance of
               any planned outages of its portion of the Services, and within
               fifteen (15) minutes in case of any unplanned outages of its
               portion of the Services.

        2.13   Advertising.

               2.13.1 CNET Content Areas. CNET shall own and have the right to
                      use or sell all of the advertising inventory within the
                      CNET Content Areas. The Company will fully cooperate with
                      CNET in integrating CNET's Promotion serving software with
                      the Co-Branded Site in a manner that allows CNET to
                      accurately deliver and track Promotions and other
                      advertising. CNET will have the right to retain all
                      revenues associated with Promotions, subscriptions,
                      services and transactions displayed in the CNET Content
                      Areas. CNET shall not display any Promotions,


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                      advertising or solicitations within the CNET Content Areas
                      for any Company Competitor listed on Exhibit H.

               2.13.2 Company Content Area. Company shall own and have the right
                      to use or sell all of the advertising inventory within the
                      Company Content Area. Company will have the right to
                      retain all revenues associated with Promotions,
                      subscriptions, services and transactions sold by Company
                      or its agents and displayed in the Company Content Areas.
                      Company shall not display any Promotions, advertising or
                      solicitations within the Company Content Area for any CNET
                      Competitor listed on Exhibit G; provided, however, that
                      the foregoing shall not restrict the Company from placing
                      a reasonable number of unpaid editorial links from the
                      Company Content Area to CNET Competitors. Except as
                      specifically restricted in the foregoing sentence, Company
                      shall have the right to display third party (including
                      CNET Competitor) links, media, banner advertisements,
                      other Promotions, and/or unpaid editorial content anywhere
                      on the Company Site. Notwithstanding the foregoing, if
                      CNET and the Company reasonably determine that unused
                      promotional space exists within the Company Content Area,
                      CNET and the Company will work together to allow CNET to
                      use such unused promotional space for Promotions delivered
                      by CNET. The Company will fully cooperate with CNET in
                      integrating CNET's Promotion serving software with the
                      Co-Branded Site in a manner that allows CNET to accurately
                      deliver and track Promotions and other advertising which
                      CNET provides in the Company Content Area. CNET will have
                      the right to retain all revenues associated with
                      Promotions sold by CNET and displayed in the Company
                      Content Areas.

        2.14   Performance Standards. October 1st 1999 will be the first day of
               the initial 3 month evaluation period. Within a reasonable time
               after the end of the first three months following October 1st
               1999 (the "First Quarter"), CNET and the Company will work
               together in good faith to evaluate the success of the Co-Branded
               Site taking into consideration factors such as (a) the number of
               Co-Branded Site users, (b) feedback from the Co-Branded Site
               users, (c) consumer response to the joint marketing activities,
               and (d) any technical issues related to the Co-Branded Site. CNET
               and the Company will agree on a list of action items aimed at
               improving the success of the Co-Branded Site. Within a reasonable
               time after the end of the three months immediately following the
               First Quarter (the "Second Quarter"), CNET and the Company will
               work together in good faith to evaluate the success of the
               Co-Branded Site taking into consideration factors similar to
               those considered at the end of the First Quarter. CNET and the
               Company will agree on a list of action items aimed at improving
               the success of the Co-Branded Site. During the three months
               immediately following the Second Quarter (the "Third Quarter"),
               the parties will work together in good faith to determine and
               establish performance standards for the remainder of the term,
               based on the success of the Co-Branded Site during the First
               Quarter and Second Quarter. The parties agree to finalize such
               performance standards by the end of the Third Quarter; provided,
               however, that if the parties, working together in good faith, are
               unable to finalize such performance standards by the end of the
               Third Quarter, then on July 5th, 2000 either party may terminate
               this Agreement immediately upon written notice to the other
               party. The parties agree that the

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               foregoing meetings are an essential part of this Agreement and a
               party's failure to participate in the such meetings will be
               deemed to be a material breach of this Agreement by such party.

        2.15   Bi-annual Executive Review. Every six months after the execution
               of this Agreement., senior executives of CNET and the Company
               (President level or above) will conduct face-to-face meetings at
               a mutually agreed time and location to discuss the performance of
               the Co-Branded Site and the relationship between the parties. The
               parties agree that the first executive meeting will occur in
               conjunction with the second performance standards meeting set
               forth in Section 2.14.

3.      PROMOTIONS BY CNET.

        3.1    Standard Promotions. During the Term of this Agreement, the
               Company will purchase Standard Promotions on the CNET Site (based
               on a [***] discount off of CNET's published advertising rate
               card) as set forth in Section 5.2.CNET will use commercially
               reasonable means to deliver for the Company the Standard
               Promotions as set forth on Exhibit A, as may be modified from
               time to time as determined by the Company and subject to CNET's
               then-current inventory availability. If the Company fails to
               provide CNET with a Standard Promotions media plan for a minimum
               of [***] for any particular month on or before the fifth day of
               such month, then CNET will choose and run a mix of Standard
               Promotions equal to the monthly advertising payment. CNET will
               use commercially reasonable efforts to choose Standard Promotions
               that are consistent with the Company's goals. The Company may
               request any reasonable reallocation of the location and type of
               the Standard Promotions subject to CNET's then-current inventory
               availability and the terms of CNET's Media Kit at
               http://www.cnet.com/Media/, as may be reasonably changed from
               time to time. CNET shall not charge the Company any extra fees
               for such requested reallocations of Standard Promotions if they
               are equivalent in value to those that would otherwise be provided
               by CNET hereunder. If the Company's requested reallocations of
               Standard Promotions are more expensive than the location and type
               normally provided hereunder by CNET, then the Company shall pay
               the difference of such cost based on a [***] discount off of
               CNET's standard advertising rate card at the time of request.
               CNET will use commercially reasonable efforts to implement the
               Company's requests made in accordance with the preceding sentence
               within thirty (30) days after receipt of each request. The
               Company will design any graphics and other materials required for
               the Standard Promotions, and CNET will provide reasonable
               assistance to the Company in connection with the design and
               creation of such materials. The Company will be responsible for
               ensuring that each URL provided to CNET for use in a Standard
               Promotion takes the User to the appropriate area within the
               Company Site and that such site functions with reasonable
               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 on Exhibit C
               throughout the Term.

        3.2    Special Promotions. During the Term of this Agreement, CNET may,
               at its sole discretion, deliver Special Promotions to encourage
               Users to visit the Co-Branded Site. CNET will design any graphics
               and other materials required for the

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               Special Promotions, and the Company will provide reasonable
               assistance to CNET in connection with the design and creation of
               such materials. Special Promotions may appear anywhere on the
               CNET Sites as determined in CNET's sole discretion.

        3.3    Sponsorship. On or before November 1, 1999 and continuing
               throughout the remainder of the Term, CNET and the Company will
               work together in good faith to provide a message to all CNET
               Business Solutions Directory subscribers enabling them to
               subscribe to the Company Services through the Co-Branded Site.
               Such message will appear each time a CNET Business Solutions
               Directory subscriber completes registration of the Business
               Solutions Directory on the CNET Sites. Further, CNET will use
               commercially reasonable efforts to allow each Business Solutions
               Directory Subscriber to register with the Company through the
               Co-Branded Site in a manner that does not require such subscriber
               to separately re-enter the information they have already provided
               to CNET.

        3.4    Television Spotlight. During the Term of this Agreement, CNET
               will deliver for the Company the Television Spotlights as set
               forth on Exhibit A. Each Television Spotlight will contain a
               Company Site promotion along with a URL selected by the Company.
               The Company will record the Television Spotlights and design any
               graphics and other materials required for the Television
               Spotlights, and will supply copies of such materials to CNET in a
               form reasonably requested by CNET. All materials provided to CNET
               will comply with CNET's reasonable technical and editorial
               guidelines, as in effect from time to time. CNET will provide
               reasonable assistance to the Company in connection with the
               design and delivery of such materials.

        3.5    Promotion of the Co-Branded Site. During the Term of this
               Agreement, CNET will purchase $2,500,000 worth of Promotions for
               the Co-Branded Site on third-party web sites or through other
               media. CNET and the Company will work together in good faith to
               determine the type, quantity and delivery time of such
               Promotions, provided that the final placement, type and quantity
               of Promotions will be determined by CNET. The parties agree that
               the timing of such Promotions shall be in the manner described on
               Exhibit K, unless otherwise mutually agreed by the parties. Such
               Promotions will encourage users to visit the Co-Branded Site and
               will include branding for CNET and the Company, as reasonably
               determined by the parties.

        3.6    Links from Business Computing. During the Term of this Agreement,
               CNET will provide navigational links to the Co-Branded Site
               throughout all relevant areas of the Business Computing Channel,
               with specific placement determined at the sole discretion of
               CNET. Throughout the Term, at a minimum CNET will provide a
               navigational link to the Co-Branded Site from the Business
               Computing channel (excluding Company Profile Pages), including
               but not limited to a navigational link on (a) the [***] of the
               [***] channel at a minimum level of [***] as shown in
               Illustration E-4, attached to Exhibit E, (b) the [***] of the
               [***] at a minimum level of [***] as shown in illustration E-5
               (c) on all of the [***] (an example of which is shown in
               Illustration E-6) within a minimum of [***] of the [***] (as
               defined below) listed on the [***] of the [***], at a minimum
               level of [***] as shown in Illustration E-6, (provided that


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               CNET may change the font, style or characteristics of the link to
               make it consistent with the design and layout of the page), and
               (d) on all pages within a minimum of [***] of the [***] listed on
               the [***] of the [***]. For the purposes of this Section 3.6, a
               "Top Level Category" is any highlighted link presented on the
               front door of a channel or directory that is designed to
               categorize all content within that channel or directory. CNET
               will create the specification, design, functionality, user
               interface and Look and Feel for the Business Computing Channel.
               Not more than once per month during the Term, CNET will consider
               Company's reasonable requests to change the design and content of
               the Business Computing Channel, provided that the final design
               and Look and Feel of the Business Computing Channel will be
               determined by CNET. At any time during the Term, if CNET decides
               to stop displaying the Business Computing Channel or any
               successor page on the CNET Sites, then (a) CNET will provide the
               Company written notice of such decision within a reasonable time
               prior to removing the Business Computing Channel from the CNET
               Sites, and (b) executives (Senior Vice President level or above)
               from both CNET and the Company will participate in a face-to-face
               meeting to discuss alternative promotional opportunities for the
               Company.

4.      PROMOTIONS BY THE COMPANY.

        4.1    CNET Content. Company may include content from the CNET Sites as
               described on Exhibit F on relevant pages of the Company Site, or
               as otherwise mutually agreed by the Company and CNET. Beginning
               on November 1, 1999 and continuing through the remainder of the
               Term, each time a user of the Company Site clicks on a link
               within the content described on Exhibit F, such user will be
               shown a link back to the Company Site on a navigational bar
               displayed Above the Fold, or other method mutually agreed upon by
               the parties. Initially, such navigational bar will be
               substantially similar to Illustration E-7 attached to Exhibit E.

        4.2    Promotions on the Company Site. During the Term of this
               Agreement, CNET will purchase Promotions on the Company Site in
               the amount of $2,500,000. The Company will use commercially
               reasonable means to deliver for CNET the Promotions as set forth
               on Exhibit B, as may be modified from time to time upon the
               mutual consent of the parties subject to the Company's
               then-current inventory availability. CNET may request any
               reasonable reallocation of the location and type of the
               Promotions subject to the Company's then-current inventory
               availability. The Company shall not charge CNET any extra fees
               for such requested reallocations of Promotions if they are
               equivalent in value to those that would otherwise be provided by
               the Company hereunder. If CNET's requested reallocations of
               Promotions are more expensive than the location and type normally
               provided hereunder by Company, then CNET shall pay the difference
               of such cost based on a [***] discount off of the Company's
               standard advertising rate card at the time of request. The
               Company will use commercially reasonable efforts to implement
               CNET's requests made in accordance with the preceding sentence
               within thirty (30) days after receipt of each request. CNET will
               design any graphics and other materials required for such
               Promotions, and the Company will provide reasonable assistance to
               CNET in connection with the design and creation of such
               materials. CNET will be responsible for ensuring that each URL
               provided to the Company



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               for use in a Promotion takes the User to the appropriate area
               within CNET and that such site functions with reasonable
               reliability and in a commercially reasonable manner throughout
               the Term. In particular, CNET agrees that the CNET Sites will
               comply with the performance standards and technical
               specifications set forth on Exhibit I throughout the Term.

        4.3    Sponsorship. On or before November 1, 1999 and continuing
               throughout the remainder of the Term, the Company will provide a
               message to all Company Site and Co-Branded Site Information
               Technology ("IT") subscribers of the Company Project Market
               enabling them to subscribe to the CNET Business Solutions
               Directory. Such message will appear each time a Co-Branded or
               Company Site subscriber completes registration for the Project
               Market section of the Company Site and Co-Branded site. Further,
               the Company will use commercially reasonable efforts to allow
               each Company Project Market subscriber creating a profile on the
               Co-Branded or Company Site to register with CNET's Business
               Solutions Directory in a manner that does not require such
               subscriber to separately re-enter the information they have
               already provided to the Company.

5.      PAYMENTS.

        5.1    Integration Fee. The integration fee will cover fees and costs
               associated with creating and integrating technology resources
               dedicated to the Co-Branded Site, maintenance of the Co-Branded
               Site and Special Promotions (described in Section 3.2) to drive
               traffic to the Co-Branded Site. Company will pay CNET an
               integration fee totaling $1,000,000 as follows:

               5.1.1  Upon execution of this Agreement, Company shall pay CNET
                      $[***];

               5.1.2  On or before the 12 month anniversary date of this
                      Agreement, Company shall pay CNET an additional [***];

               5.1.3  On or before the 18 month anniversary date of this
                      Agreement, Company shall pay CNET an additional [***].

               5.1.4  Payments under this Section 5.1 will be made by check or
                      wire transfer of immediately available funds as reasonably
                      directed by CNET.

        5.2    Standard Promotions, Sponsorships and Television Spotlights.
               Beginning October 1, 1999 and continuing throughout the Term,
               Company will pay CNET a total of $14,000,000, at a rate of
               approximately $7,000,000 per year, and $583,333.33 per month, for
               the Standard Promotions, Sponsorships and Television Spotlights
               delivered as described in Exhibit A. Within 30 days after
               delivery of the Promotions for a given month, CNET shall invoice
               the Company for the Promotions, Sponsorships and Television
               Spotlights for a given month. All amounts due to CNET under this
               Section 5.2 must be paid not more than 30 days after delivery of
               the Promotions, Sponsorships or Television Spotlights for a given
               month. Payments under this Section 5.2 will be made by check or
               wire transfer of immediately available funds as reasonably
               directed by CNET.

        5.3    Promotions on the Company Site. Starting October 1, 1999 and
               continuing throughout the Term, CNET will pay the Company a total
               of $2,500,000 for the


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               Promotions on the Company Site delivered as described in Exhibit
               B. CNET will pay Company an engineering and maintenance fee of
               $500,000 to covers fees and costs associated with creating and
               integrating technology resources dedicated to the Co-Branded
               Site, maintenance of the Co-Branded Site and Promotions
               (described in Section 4.2) to drive traffic to the Co-Branded
               Site as follows:

               5.3.1  Upon execution of this Agreement, CNET will pay Company
                      [***];

               5.3.2

               5.3.3  On or before March 30, 2000, CNET will pay Company an
                      additional [***]; and

               5.3.4  On or before June 30, 2000, CNET will pay Company an
                      additional [***].

               The remaining $2,000,000 due to Company under this Section 5.3
               shall be paid by CNET over the Term in monthly payments of
               $83,333.33 for the Promotions delivered to CNET each month
               starting October 1, 1999. Within 30 days after delivery of the
               Promotions for a given month, the Company shall invoice CNET for
               Promotions. Payments under this Section 5.3 will be made within
               30 days after the receipt of an invoice by check or wire transfer
               of immediately available funds as reasonably directed by the
               Company.

               5.4 Net 30 Terms. All payments by both parties listed in Section
               5 are due within 30 days of the payment date.

6.      TERM AND TERMINATION.

        6.1    Term. This Agreement shall begin on the Effective Date and end on
               the second anniversary of the Launch Date (the "Term").
               Thereafter, this Agreement will continue on a month-to-month
               basis unless terminated by either party upon 30 days written
               notice to the other.

        6.2    Termination for Breach. If either 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
               non-breaching party may terminate this Agreement at any time by
               giving written notice of termination to the breaching party.

        6.3    Termination by CNET.

               6.3.1  Competitive Services. If the Company is reasonably deemed
                      by CNET to offer Competitive Services (as defined below),
                      then CNET shall give Company written notice of such
                      determination and Company shall have 30 days to cease such
                      Competitive Services. If Company fails to cease the
                      Competitive Services within 30 days in a manner reasonably
                      acceptable to CNET, then CNET may terminate this Agreement
                      immediately upon written notice to Company.
                      Notwithstanding the foregoing, the parties acknowledge and
                      agree that the Company Site (and the Co-Branded Site, to
                      the extent that it duplicates the Company Site), in the
                      form that it exists on the Effective Date, does not offer


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                                       10
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                      Competitive Services in a manner that allows CNET to
                      terminate hereunder, and that such termination rights will
                      only apply if the Company adds Competitive Services to the
                      Company Site (or Co-Branded Site). For the purposes of
                      this Section 6.3.1, "Competitive Services" means (a)
                      comparative pricing search engine or services for computer
                      and technology products and/or services, (b) aggregating
                      or providing more than 100 downloadable software titles,
                      (c) aggregation and display of five or more technology
                      news headlines each from three or more sources, and (d)
                      aggregation of computer and technology product reviews.

               6.3.2  CNET may notify Company in writing if CNET reasonably
                      determines that the Company Services (a) contain any
                      virus, worm, "trojan horse", time bomb or similar
                      contaminating or destructive feature, (b) contain material
                      "bugs" that are not adequately remedied to CNET's
                      satisfaction, or (c) on the Co-Branded Site are not
                      performing in a manner that is substantially similar to
                      the Company Site. Company will have 30 days from receiving
                      notice from CNET to cure. If Company fails to cure within
                      such 30 day period, CNET may terminate this Agreement
                      immediately upon written notice to Company.
                      Notwithstanding the foregoing or anything herein to the
                      contrary, if CNET reasonably determines that subparagraphs
                      (a), (b) or (c) apply, then CNET may immediately remove
                      any or all links to the Company Site and Co-Branded Site,
                      at CNET's sole discretion, until such time as the Company
                      notifies CNET that the Company Services have resumed
                      acceptable operation. Upon notification by the Company and
                      verification by CNET that the Company Services have
                      resumed acceptable operations, CNET shall re-post links to
                      the Company Site and Co-Branded Site within two business
                      days in a manner substantially similar to the manner in
                      which such links were previously included on the CNET
                      Sites. These remedies are for CNET's editorial purposes
                      and in no way limit CNET's ability to terminate this
                      contract or pursue any other remedies hereunder in the
                      event the performance standards set forth herein are not
                      met.

               6.3.3  This termination remedy in Section 6.3 is for CNET's
                      editorial purposes and in no way limits CNET's ability to
                      terminate this Agreement or pursue any other remedies
                      hereunder.

        6.4    Termination by Company.

               6.4.1  If CNET is reasonably deemed by the Company to offer
                      Company Competitive Services (as defined below), then the
                      Company shall give CNET written notice of such
                      determination and CNET shall have 30 days to cease such
                      Company Competitive Services. If CNET fails to cease the
                      Company Competitive Services within 30 days in a manner
                      reasonably acceptable to the Company, then the Company may
                      terminate this Agreement immediately upon written notice
                      to CNET. Notwithstanding the foregoing, the parties
                      acknowledge and agree that the CNET Sites, in the form
                      that it exists on the Effective Date, does not offer
                      Company Competitive Services in a manner that allows the
                      Company to terminate hereunder, and that such termination
                      rights will

                                       11
<PAGE>   12

                      only apply if CNET adds the Company Competitive Services
                      to the CNET Sites. For the purposes of Section 6.4.1,
                      "Company Competitive Services" means (a) an online
                      application for virtual team project management or time &
                      expense reporting; (b) an online application for file
                      sharing and management; (c) an online resource management
                      application for staff planning; and (d) an online sales
                      and marketing application for managing customer
                      acquisition opportunities

               6.4.2  If CNET acquires, or is acquired by, any Company
                      Competitor then Company may terminate this Agreement upon
                      90 days written notice to CNET; provided, however, that
                      beginning on the date such termination notice is delivered
                      to CNET, Company shall not be required to deliver a CNET
                      Business Solutions Directory message to Company
                      subscribers as described in Section 4.3. Further, for all
                      new Co-Branded Site Users registered by the Company after
                      the date of such termination notice, the requirements of
                      Section 6.5 will not apply.

               6.4.3  The Company may notify CNET in writing if the Company
                      reasonably determines that CNET Sites with links to the
                      Co-Branded Site or the Company Site, and CNET Content
                      featured on the Company Site or Co-Branded Site: (a)
                      contain any virus, worm, "trojan horse", time bomb or
                      similar contaminating or destructive feature, or (b)
                      contain material "bugs" that are not adequately remedied
                      to CNET's satisfaction. CNET will have 30 days from
                      receiving notice from the Company to cure. If CNET fails
                      to cure within such 30 day period, the Company may
                      terminate this Agreement immediately upon written notice
                      to CNET. Notwithstanding the foregoing or anything herein
                      to the contrary, if the Company reasonably determines that
                      subparagraphs (a) or (b) apply, then the Company may
                      immediately remove all links to the CNET Content, at the
                      Company's sole discretion, until such time as CNET
                      notifies the Company that the CNET Sites have resumed
                      acceptable operation. Upon notification by CNET and
                      verification by the Company that the CNET Sites have
                      resumed acceptable operations, the Company shall re-post
                      links to the CNET Content in a manner substantially
                      similar to the manner in which such links were previously
                      included on the Company Sites and/or Co-Branded Site.

               6.4.4  This termination remedy in Section 6.4 is for Company's
                      editorial purposes and in no way limits Company's ability
                      to terminate this Agreement or pursue any other remedies
                      hereunder.

        6.4    Survival. The provisions of Sections 8.2, 9, 10 and 12, and any
               obligations arising prior to termination will survive any
               termination of this Agreement.

        6.5    Transition Obligation. Upon the expiration or termination of this
               Agreement, at CNET's request the Company will reasonably provide
               the Users of the Co-Branded Site with the option to move their
               data and information from the Company Services to CNET or CNET's
               designee. Notwithstanding the foregoing, CNET shall not require
               any User to move data or information from the Co-Branded Site or
               Company Services.

                                       12
<PAGE>   13

7.      REPORTING.

7.1     CNET Promotion Report. Within 30 days after the end of each month during
        the Term, CNET will provide to the Company standard advertising reports,
        as generally offered by CNET, with respect to the Standard Promotions,
        Sponsorships and Television Spotlights. Company acknowledges that the
        statistics provided on the CNET report are the official, definitive
        measurement of CNET's performance on any delivery obligations described
        in this Agreement. No other measurements or usage statistics (including
        those of Company or a third-party advertisement server) shall be
        accepted by CNET or have bearing on this Agreement. Any data provided to
        Company under this Section 7.1 shall be deemed "Confidential
        Information" as described in Section 12.7.

7.2     Company Report.

7.2.1   Within 30 days after the end of each month during the Term, the Company
        will provide to CNET a report that includes the following information
        for such month: (a) the aggregate number of referrals from the CNET
        Sites to the Company Site and; (b) the total value of Company Services
        purchased by CNET Users on the Co-Branded Sites; (c) the total value of
        Company Services purchased by CNET Users on the Company Site; and (d)
        any information collected on the Co-Branded Site, such as number of page
        views, number of unique users, and other standard reports. The Company
        will obtain the foregoing data by tagging each User using a cookie or
        other similar technology, as agreed upon by the parties.

7.2.2   The Company will provide standard reporting on all Promotions CNET runs
        on the Company Site, including number of Impressions delivered broken
        down by Promotion and page.

7.2.3   Any reports delivered to CNET pursuant to this Section 7.2 may not be
        shared by CNET with any third party, and will be used only to improve
        the ongoing marketing and promotional programs. Such reports will be
        deemed "Confidential Information" as described in Section 12.7.

8.      USER DATA.

        8.1    Delivery by Company to CNET. If such data is made available by a
               CNET User, Company will supply CNET with the following
               registration data received from CNET Users in both summary and
               detailed form: (a) [***], (b) [***], and (c) [***]. This data
               will be shared in real time if commercially and technologically
               feasible in a manner so that, for example, CNET can match a
               tracking tag on a User session with that User's registration data
               in order to customize the CNET Site content and advertising for
               that User. If real time data sharing is not available, the data
               shall be provided to CNET no less frequently than weekly. This
               data shall be deemed "Confidential Information" as described in
               Section 12.7.

        8.2    Permitted use. CNET will use the registration data collected by
               the Company for internal purposes only. It will not be sold or
               otherwise distributed to third parties, provided that CNET may
               use and distribute statistics based on the aggregate data.
               Further, all use of Company's proprietary data will comply with
               applicable law and be consistent with the respective privacy
               policies of Company

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    the Commission. Confidential treatment has been requested with respect to
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                                       13
<PAGE>   14

               and CNET. CNET will not send targeted communications to the
               Company's members without the prior consent of Company. This
               Section 8.2 will survive any termination or expiration of this
               Agreement.

9.      DISCLAIMER OF WARRANTIES. EACH PARTY AND ITS LICENSORS HEREBY DISCLAIM
        ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE
        CONTENT, MARKS, AND ANY OTHER MATERIALS PROVIDED BY SUCH PARTY
        HEREUNDER, INCLUDING BUT NOT LIMITED TO ANY WARRANTY WITH CONCERNING THE
        ACCURACY OF THE CONTENT AND OTHER MATERIALS PROVIDED BY SUCH PARTY, AND
        THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
        PURPOSE. Neither CNET nor Company will make any representation, warranty
        or guaranty, whether written or oral, on behalf of the other.

10.     MUTUAL INDEMNIFICATION.

        10.1   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) the use of the CNET Marks by the Company in
               accordance with this Agreement; (b) the operation of any CNET
               site (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;
               (c) any content provided by CNET for the Company Site or
               Co-Branded Site; or (d) the offer or sale of CNET products or
               services through the CNET Sites, Company Site or Co-Branded Site.

        10.2   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) the
               use of the Company Marks by CNET in accordance with this
               Agreement; (b) any content provided by the Company for the
               Co-Branded Site; (c) the operation of the Company Site; or (d)
               the offer or sale of the Company Services by the Company through
               the Company Site or Co-Branded Site.

        10.3   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

                                       14
<PAGE>   15

               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.

11.     TRADEMARK LICENSES.

        11.1   Company Marks. The Company hereby grants to CNET a non-exclusive,
               royalty-free license, effective throughout the Term, to use,
               display and publish the Company Marks solely within the
               Co-Branded Site, Promotions, Sponsorships and Television
               Spotlights as provided in Section 3, above. 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.

        11.2   CNET Marks. CNET hereby grants to the Company a non-exclusive,
               royalty free license, effective throughout the Term, to use,
               display and publish the CNET Marks solely within the Co-Branded
               Site, Promotions, and Company Site as provided in Section 4,
               above. Any use of the CNET Marks by the Company must comply with
               any reasonable usage guidelines communicated to the Company by
               CNET from time to time. Nothing contained in this 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.

12.     MISCELLANEOUS.

        12.1   LIMITATION OF DAMAGES. EXCEPT FOR ANY CLAIM UNDER SECTION 10 OR
               11, ABOVE, 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. FURTHER, EXCEPT FOR
               ANY CLAIM ARISING UNDER SECTION 10, 11, OR 12.7, IN NO EVENT
               SHALL EITHER PARTY BE LIABLE FOR DAMAGES IN EXCESS OF THE TOTAL
               PAYMENTS MADE UNDER THIS AGREEMENT.

        12.2   Assignment. Neither party may assign this Agreement, except (a).
               upon the transfer of substantially all of the business operations
               of such party (whether by asset sale, stock sale, merger or
               otherwise); (b) to an affiliate of such party; or (c) with the
               written permission of the other party. Notwithstanding the
               foregoing, if

                                       15
<PAGE>   16

               the Company's acquiror is a CNET Competitor, then CNET may
               terminate this Agreement upon ten days written notice to the
               acquiror.

        12.3   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.

        12.4   Marketing. The parties shall issue a press release concerning the
               business relationship contemplated in this agreement, and each
               party will provide an appropriate quote from one of its senior
               executive officers for use in the press release. Each party will
               review and comment on the press release prior to its publication.
               Further, the parties will participate in joint marketing and
               public relations activities as they mutually deem appropriate, as
               further defined on Exhibit J attached hereto. The parties will
               work together in good faith to create joint marketing activities
               that are anticipated by both parties to obtain favorable results,
               taking into consideration the timing, type and content of the
               activity. Notwithstanding the foregoing, and except for the
               activities described on Exhibit J, neither party will be
               obligated to engage in any marketing activity that is (a) unduly
               burdensome on a party, (b) deemed to be illegal, improper,
               unethical, or ineffective by a party, or (c) inconsistent with
               the general marketing practices of the party. Further, each party
               acknowledges that there may be times when a party may be
               restricted by law, rule or regulation from engaging in marketing
               activities or making public statements (e.g., SEC "quiet
               period"), and such party will be excused from the marketing
               activities described herein (including those on Exhibit J) during
               such time.

        12.5   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 quantification of the Promotions,
               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.

        12.6   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.

        12.7   Confidentiality. In connection with the activities contemplated
               by this Agreement, each party may have access to confidential or
               proprietary technical or business information of the other party,
               including without limitation (a) proposals, ideas or research
               related to possible new products or services; (b) financial
               statements and other financial information; (c) any reporting
               information required herein; and (d) the material terms of the
               relationship between the parties; provided, however, that such
               information will be considered confidential only if it is
               conspicuously designated as "Confidential," or if provided
               orally, identified at the time of disclosure and confirmed in
               writing within 30 days of disclosure (collectively, "Confidential
               Information"). Each party will take reasonable precautions to
               protect the confidentiality of the other party's Confidential
               Information, which precautions will be at least equivalent to
               those taken by such party to protect its own

                                       16
<PAGE>   17

               Confidential Information. Except as required by law or as
               necessary to perform under this Agreement, neither party will
               knowingly disclose the Confidential Information of the other
               party or use such Confidential Information for the benefit of any
               third party. Each party's obligations in this Section with
               respect to any portion of the other party's disclosed
               Confidential Information shall terminate when the party seeking
               to avoid its obligation under such Paragraph can document that
               such disclosed Confidential Information: (i) was in the public
               domain at or subsequent to the time it was communicated to the
               receiving party ("Recipient") by the disclosing party
               ("Discloser") through no fault of Recipient; (ii) was rightfully
               in Recipient's possession free of any obligation of confidence at
               or subsequent to the time it was communicated to Recipient by
               Discloser; (iii) was developed by employees or agents of
               Recipient independently of and without reference to any
               information communicated to Recipient by Discloser; (iv) was
               communicated by the Discloser to an unaffiliated third party free
               of any obligation of confidence; or (v) was in response to a
               valid order by a court or other governmental body, was otherwise
               required by law or was necessary to establish the rights of
               either party under this Agreement; provided, however, that both
               parties will stipulate to any orders necessary to protect said
               information from public disclosure.

        12.8   Severability of Agreement. If a court of an arbitrator or
               competent jurisdiction holds any provision of this Agreement to
               be illegal, unenforceable, or invalid in whole or in part for any
               reason, the validity and enforceability of the remaining
               provisions, or portions thereof, will not be affected.

        12.9   Dispute Resolution. In the event that any dispute arises
               hereunder, the parties agree that prior to commencing litigation,
               arbitration, or any other legal proceeding, each party shall send
               an officer of such party to negotiate a resolution of the dispute
               in good faith at a time and place as may be mutually agreed. Each
               officer shall have the power to bind its respective party in all
               material respects related to the dispute. If the parties cannot
               agree on a time or place, upon written notice from either party
               to the other, the negotiations shall be held at the principal
               executive offices of CNET twenty one days following such notice
               (or on the next succeeding business day, if the twenty first day
               is a weekend or holiday). Notwithstanding the foregoing dispute
               resolution process, neither party shall be excluded from seeking
               provisional remedies in the courts of any jurisdiction,
               including, but not limited to, temporary restraining orders and
               preliminary injunctions, but such remedies shall not be sought as
               a means to avoid the dispute resolution process.

        12.10  Article Headings. The captions and headings of the various
               articles of this Agreement are inserted merely for the purpose of
               convenience and do not expressly or by implication limit, define
               or extend and specific terms or text of the article so designated
               and shall not in any way alter the meaning or interpretation of
               this Agreement.

        12.11  No Waiver. No waiver of breach, failure of any condition, or any
               right or remedy contained in or granted by the provisions of this
               Agreement will be effective unless it is in writing and signed by
               the party waiving the breach, failure, right or remedy. No waiver
               of any other breach, failure, right or remedy will be deemed a
               waiver of any other breach, failure, right or remedy, whether or

                                       17
<PAGE>   18

               not similar, nor shall any waiver constitute a continuing waiver
               unless the writing so specifies.

        12.12  Remedies Not Exclusive. Any specific right or remedy provided in
               this Agreement shall not be exclusive but shall be cumulative
               upon all other rights and remedies set forth herein and allowed
               or allowable under applicable law.

        12.13  Illustrations. Except for Illustrations E-4, E-5 and E-6 attached
               to Exhibit E. all Illustrations attached to the Exhibits are for
               illustrative purposes only and shall not be deemed to bind,
               obligate or restrict either party from making reasonable changes
               in such party's discretion.

        12.14  CNET Co-Branded Editions. Company acknowledges that CNET produces
               co-branded editions of the CNET Sites for various resellers,
               distributors, other licensees and/or joint venture partners
               (collectively the "CNET Distributors"). In some cases, such CNET
               Distributors are entitled to replace or remove CNET's default
               content with other content within their own co-branded editions
               of any CNET Site. Notwithstanding any other provisions of this
               Agreement, if any such CNET Distributor has exercised its right
               to replace Promotions or the Co-Branded Site with other content
               or Promotions, then CNET will not be required to display the
               Promotions or Co-Branded Site within such CNET Distributor's
               co-branded edition of the CNET Sites. If CNET does display the
               Promotions or Co-Branded Site within a co-branded edition of any
               CNET Site, such display will be governed by this Agreement.

        12.15  Company Co-Branded Editions. CNET acknowledges that the Company
               may produce co-branded editions of the Company Sites for various
               non-IT or technology related resellers, distributors, other
               licensees and/or joint venture partners (collectively the
               "Company Distributors"). In some cases, such Company Distributors
               are entitled to replace the Company's default content with other
               content within their own co-branded editions of any Company Site.
               Notwithstanding any other provisions of this Agreement, if any
               such Company Distributor has exercised its right to replace
               Promotions with other content or Promotions, then the Company
               will not be required to display the Promotions within such
               Company Distributor's co-branded edition of the Company Sites. If
               the Company does display the Promotions within a co-branded
               edition of any Company Site, such display will be governed by
               this Agreement.

        12.15  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.

                                       18
<PAGE>   19


IN WITNESS WHEREOF, each party has caused this Agreement to be executed by its
duly authorized representatives as of the date first written above.

CNET, INC.                                     NIKU CORPORATION

By:    /s/ Richard Marino                      By: /s/ Harold J. Slawik
      --------------------------------             -----------------------------
Name:  Richard Marino                          Name: Harold J. Slawik
      --------------------------------               ---------------------------
Title:  President                              Title: Sr. Vice President
      --------------------------------                --------------------------



                                       19
<PAGE>   20

                                    EXHIBIT A

                  PROMOTIONAL PLAN ON THE CNET MEDIA PROPERTIES

Beginning October 1, 1999 and continuing throughout the Term, the Company will
pay $583,333.33 per month to CNET for Promotions, Sponsorships and Television
Spotlight provided by CNET as set forth in the Agreement. CNET will provide all
Promotions and Television Spotlight to Company at a rate of [***] discount off
CNET's published advertising rates in accordance with the time, quantity and
Promotion type specified by the Company, subject to CNET's advertising inventory
availability.

The Company may select from, but is not limited to, the following five types of
promotional opportunities, as available:

1.      CPM Based Media
        Ad Units: Banners, Windows, Portals, Buttons
        Sites:    News.com, Builder.com, CNET.com, Download.com

2.      Online Sponsorships
        Exclusive E-Board Topic Center Sponsorships
        Exclusive E-Board News.com Category Sponsorships
        News.com Send A Story Sponsorships

3.      Email Sponsorships
        Email Dispatch Text Ad Sponsorships

4.      TV Sponsorships
        Founding Series Sponsorships
        CNBC TV.Com Sponsor
        Spotlight Sponsors of CNET's USA Network TV shows

5.      TV Spotlight
        Hardware Sponsorship on CNET TV.com

6.      Off line Sponsorships
        Techies Day
        Tour series Sponsorships

*** Certain information on this page has been omitted and filed separately with
    the Commission. Confidential treatment has been requested with respect to
    the omitted portions.

                                       20
<PAGE>   21


                                    EXHIBIT B

                      PROMOTIONAL PLAN ON THE COMPANY SITE

Beginning October 1, 1999 and throughout the term of this agreement CNET will
pay $83,333.33 per month to the Company, and the Company will provide CNet, Inc.
an anchor sponsorship of the Company Site. The CNet anchor program will include
the sponsorship of the IT channel of the Company Site, sponsorship of the
Company Site membership newsletter, and the sponsorship of any CNet content used
in the company site as outlined in sections 2.5 and 4.1 of this agreement.

CNet will be sponsoring the content channel for IT professionals on the Company
Site. This channel will combine what is currently titled, "What the experts say"
and "Technology Stories" into one area where IT professionals will go to find
business-critical information on IT industry trends and analysis. This area will
include IT consulting methodologies/best practices, IT industry premium research
reports and analysis (e.g. Gartner Group), a Web directory of useful sites for
IT consultants, and industry news.

In the new user interface scheduled to launch in early September, CNet will
receive the following promotion on the Company Site:

        A. Primary IT Channel Sponsorship.

        B. A "brought to you by" or "sponsored by" text placement in combination
           with CNet's logo prominently displayed on the main page of the IT
           channel.

        C. CNet logo prominently displayed around IT industry news headlines and
           story abstracts to be fed into the company site from News.com with
           links back to CNet for viewing of full-length stories. The
           full-length stories will displayed as per Exhibit J with CNet owning
           all page views and advertising inventory on these pages.

        D. Sponsorship of the "iNikuNews" Company Site newsletter, currently a
           monthly newsletter, which will become a weekly in the near term. This
           will include display of the CNet logo and links to relevant CNet
           content from the newsletter. The newsletter is currently distributed
           to 8,000 members with the distribution expected to grow to 1 million
           during the terms of this agreement. The newsletter is only available
           to sponsors and partners.

        E. Prominent display of CNet logo and branding on all areas of the
           company site where CNet content is featured as per sections 2.5 and
           4.1 of this agreement. This will include news areas in the other
           vertical channels that will be featured on the Company Site.

        F. Featuring of CNet content for selected services within the current
           "Services" area of the Company Site. This will drive traffic to CNet
           services such as Shopper.com and Download.com.

The Company Site is a new offering and has not yet built the page view churn
normally associated with CPM pricing. As our audience is extremely targeted we
anticipate a healthy margin as website page views become more in-line with
industry averages. Until that time pricing for this opportunity will be
sponsorship based and by default a minimum impression guarantee will not be
offered. We will review the allocation of CNet's advertising on an ongoing basis
to maximize its promotional effectiveness for CNet.


                                       21
<PAGE>   22


                                    EXHIBIT C

                      PERFORMANCE STANDARDS AND TECHNICAL SPECIFICATIONS

The Company will use commercially reasonable efforts to comply with the
following performance standards throughout the Term:

1.      The Company Site and Co-Branded Site will be operational and fully
        functional in all material respects (i.e. capable of displaying
        information and conducting transactions as contemplated in the ordinary
        course of business) at least [***] of the time during any [***] period,
        except for a reasonable number of planned maintenance windows as
        specified by the Company.

2.      The average time required to start displaying the HTML on a page of the
        Company Site and Co-Branded Site (excluding planned maintenance windows
        specified by the Company and unplanned outages) after a link from the
        CNET Sites shall not exceed a daily average of [***], and the average
        time required to deliver an entire page of the Company Site or
        Co-Branded Site (excluding planned maintenance windows specified by the
        Company and unplanned outages) over the open Internet shall not exceed a
        daily average of [***]. For measurements required in this Paragraph, the
        Company may assume standard T1 connectivity to the Internet.

3.      Without limiting the effect of Paragraphs 1 and 2 above, the Company
        shall provide to Users coming to the Co-Branded Site at least the same
        level of service as is offered to Users coming directly to the Company
        Site.

4.      Company shall ensure that planned maintenance windows will not occur
        during peak traffic hours.

5.      The Company Site or Co-Branded Site shall not, to Company's [***]:
        (a) contain publicly accessible defamatory or libelous material or
        material [***], without such person's consent; (b) permit to appear or
        be uploaded any publicly accessible messages, data, images or programs
        [***] or are, by law, [***]; or (c) permit to appear or be uploaded any
        publicly accessible messages, data, images or programs [***], including
        unauthorized [***] used in an [***]. Notwithstanding the foregoing, each
        party acknowledges and agrees that the Company may draft original news
        reports and editorial content and materials that may occasionally
        contain information or graphics in violation of the foregoing standards,
        and any such news reports and editorial treatment shall not be deemed a
        breach of this provision; provided, however, that Company will use
        commercially reasonable efforts to minimize any violation of the
        foregoing standards. This Section 5 shall only apply to materials on the
        Company Site or Co-Branded Site created by the Company.

6.      If any of the standards set forth in Section 5, above, are not met by
        the Company, CNET may immediately remove any or all links to the Company
        Site and Co-Branded Site, at CNET's sole discretion. In such instance
        CNET will provide immediate notice and 24 hours from said notice to
        cure. If the Company Site or Co-Branded Site fails to operate


*** Certain information on this page has been omitted and filed separately with
    the Commission. Confidential treatment has been requested with respect to
    the omitted portions.

                                       22
<PAGE>   23

        fully and functionally in any material respect for any period of four or
        more consecutive hours, even if otherwise in compliance with the
        performance standards, CNET may immediately remove any or all links to
        the Company Site and Co-Branded Site, at CNET's sole discretion, until
        such time as the Company notifies CNET that such Company Site and
        Co-Branded Site has resumed acceptable operation. Upon notification by
        the Company and verification by CNET that the Company Site and
        Co-Branded Site have resumed acceptable operations, CNET shall re-post
        links to the Company Site and Co-Branded Site within two business days
        in a manner substantially similar to the manner in which such links were
        previously included on the CNET Sites. These remedies are for CNET's
        editorial purposes and in no way limit CNET's ability to terminate this
        contract or pursue any other remedies hereunder in the event the
        performance standards set forth herein are not met.


                                       23
<PAGE>   24

                                    EXHIBIT D

                               MEDIA METRIX LETTER

September 10, 1999

Dear Media Metrix:

        Niku Corporation wishes to make it clear that CNET will receive the
credit for all page views of the Co-Branded Sites (as that term is defined in
the contract between CNET and Niku Corporation dated September 10, 1999), which
include the site located at http://iniku.cnet.com.

        By signing below, Niku Corporation hereby agrees that CNET will be
entitled to count all page views of the Co-Branded Site towards CNET's traffic
as measured by Media Metrix as a "Domain" listing and "Property" listing.
Further, Niku Corporation and CNET agree that each will receive credit in the
"Consolidated" listing of Media Metrix. Niku Corporation acknowledges that CNET
may present this letter to Media Metrix and other Internet traffic-auditing
firms.

                                                   Sincerely,

                                                   Niku Corporation

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




        Countersigned:

        -----------------------------
        CNET



                                       24
<PAGE>   25


                                    EXHIBIT E

                                  ILLUSTRATIONS

        ILLUSTRATION E-1:    Co-Branded Site Home Page

        ILLUSTRATION E-2:    Co-Branded Site Workspace Page

        ILLUSTRATION E-3:    Co-Branded Site Project Market Page

        ILLUSTRATION E-4:    Navigational Links to Co-Branded Site

        ILLUSTRATION E-5:    Navigational Links to Co-Branded Site

        ILLUSTRATION E-6:    Navigational Links to Co-Branded Site

        ILLUSTRATION E-7:    Navigational Bar



                                       25
<PAGE>   26


                                ILLUSTRATION E-1

                            CO-BRANDED SITE HOME PAGE

                          [GRAPHIC DEPICTING WEB PAGE]

<PAGE>   27

                                ILLUSTRATION E-2

                         CO-BRANDED SITE WORKSPACE PAGE

                          [GRAPHIC DEPICTING WEB PAGE]

<PAGE>   28


                                ILLUSTRATION E-3

                       CO-BRANDED SITE PROJECT MARKET PAGE

                          [GRAPHIC DEPICTING WEB SITE]


<PAGE>   29


                                ILLUSTRATION E-4

                     NAVIGATIONAL LINKS TO CO-BRANDED SITES

                          [GRAPHIC DEPICTING WEB PAGE]



<PAGE>   30


                                ILLUSTRATION E-5

                     NAVIGATIONAL LINKS TO CO-BRANDED SITE

                          [GRAPHIC DEPICTING WEB PAGE]


<PAGE>   31


                                ILLUSTRATION E-6

                     NAVIGATIONAL LINKS TO CO-BRANDED SITE

                          [GRAPHIC DEPICTING WEB SITE]













<PAGE>   32
                                ILLUSTRATION E-7

                                NAVIGATIONAL BAR

                          [GRAPHIC DEPICTING WEB SITE]
<PAGE>   33


                                    EXHIBIT F

                                  CNET CONTENT

Company will receive a [daily/hourly] update containing the following CNET
content:

CNET.COM:             Between four and eight current headlines taken from the
                      CNET.com site and one-paragraph summaries of the stories
                      associated with such headlines

NEWS.COM:             Between four and eight current headlines taken from the
                      News.com site and one-paragraph summaries of the stories
                      associated with such headlines

DOWNLOAD.COM:         Between four and eight current headlines taken from the
                      Download.com site and one-paragraph summaries of the
                      stories associated with such headlines

BUILDER.COM:          Between four and eight current headlines taken from the
                      Download.com site and one-paragraph summaries of the
                      stories associated with such headlines

SHOPPER.COM:          Shopper.com product search tool



                                       36
<PAGE>   34


                                    EXHIBIT G

                                CNET COMPETITORS

Ziff Davis
CMP
IDG
Wired
Mecklermedia
Andover News Network
FileZ.com
Developer.com
EarthWeb
MacCentral
Tucows
Dave Central
Gamelan
Softseek
Tipworld
Tom's Hardware
Amazon Auctions and Amazon Shop the Web (but not including sites operated by
Amazon.com in other categories, including books, CDs, videos, etc.)
eBay
Onsale
Bidder's Edge
Boxlot
uBid
BottomDollar
MySimon
Price Watch
CompareNet
PriceScan



                                       37
<PAGE>   35


                                    EXHIBIT H

                               COMPANY COMPETITORS

Guru.com
HotOffice.com
Portera

Freeagent.com
Agillion
Onvia.com
MonsterTalent.com
Skillsvillage.com
Evolve
Office.com
Winstar Telebase or Winstar Communications
eWork.com
DigitalWork
Net-Temps
Dice.com
Bsource.com
Bizland.com
Hypermart
myfreeoffice.com
mediadepot.com
Commerce-market.com
Visto.com
Magicaldesk.com
WebEx.com
Hotkoko.com
Skill.com
Aquent Partners
Contract-jobs.com
ConsultLink
ExpertMarketplace.com (PEN Group)
MBAFreeAgents.com
iFreeAgents
icenationwide.com
BrainStorm Interactive, Inc.
thedigs.com
elance.com
Expenseable.com
iTeamwork.com
Instinctive.com (eRoom or Instinctive Technology, Inc.)



                                       38
<PAGE>   36


                                    EXHIBIT I

               PERFORMANCE STANDARDS AND TECHNICAL SPECIFICATIONS

CNET will use commercially reasonable efforts to comply with the following
performance standards throughout the Term:

1.      The CNET Sites will be operational and fully functional in all material
        respects (i.e. capable of displaying information and conducting
        transactions as contemplated in the ordinary course of business) at
        least [***] of the time during any [***] period, except for a reasonable
        number of planned maintenance windows as specified by CNET.

2.      The average time required to start displaying the HTML on a page of the
        CNET Sites (excluding planned maintenance windows specified by CNET and
        unplanned outages) after a link from the Company Site shall not exceed a
        daily average of [***], and the average time required to deliver an
        entire page of the CNET Sites (excluding planned maintenance windows
        specified by CNET and unplanned outages) over the open Internet shall
        not exceed a daily average of [***]. For measurements required in this
        Paragraph, CNET may assume standard T1 connectivity to the Internet.

3.      Without limiting the effect of Paragraphs 1 and 2 above, CNET shall
        provide to Users coming to the CNET Sites from the Company Site at least
        the same level of service as is offered to Users coming directly to the
        CNET Sites.

4.      CNET shall ensure that planned maintenance windows will not occur during
        peak traffic hours.

5.      The CNET Sites shall not, to CNET's [***]: (a) contain publicly
        accessible defamatory or libelous material or material [***], without
        such person's consent; (b) permit to appear or be uploaded any publicly
        accessible messages, data, images or programs [***] or are, by law,
        [***]; or (c) permit to appear or be uploaded any publicly accessible
        messages, data, images or programs [***], including unauthorized [***]
        text, images or programs, [***] or other [***] used in an [***].
        Notwithstanding the foregoing, each party acknowledges and agrees that
        CNET drafts original news reports and editorial content and materials
        that may occasionally contain information or graphics in violation of
        the foregoing standards, and any such news reports and editorial
        treatment shall not be deemed a breach of this provision; provided,
        however, that CNET will use commercially reasonable efforts to minimize
        any violation of the foregoing standards. This Section 5 shall only
        apply to non-editorial materials on the CNET Sites created by CNET.

6.      If any of the standards set forth in Section 5, above, are not met by
        the CNET, Company may immediately remove any or all links to the CNET
        Site that is in violation, at Company's sole discretion. In such
        instance Company will provide immediate notice and 24 hours from said
        notice to cure. If a CNET Site fails to operate fully and functionally
        in any material respect for any period of four or more consecutive
        hours, even if otherwise in compliance with the performance standards,
        Company may immediately

*** Certain information on this page has been omitted and filed separately with
    the Commission. Confidential treatment has been requested with respect to
    the omitted portions.


                                       39
<PAGE>   37

        remove any or all links to such CNET Site, at Company's sole discretion,
        until such time as the CNET notifies Company that such CNET Site has
        resumed acceptable operation. Upon notification by CNET and verification
        by the Company that the CNET Site in violation has resumed acceptable
        operations, Company shall re-post links to such CNET Site, if
        applicable, within two business days in a manner substantially similar
        to the manner in which such links were previously included on the
        Company Site and Co-Branded Site. These remedies are for Company's
        editorial purposes and in no way limit Company's ability to terminate
        this contract or pursue any other remedies hereunder in the event the
        performance standards set forth herein are not met.



                                       40
<PAGE>   38


                                    EXHIBIT J

                                 MARKETING PLAN

    1.  One press release and a reasonable amount of supporting media activity
        (including at least two CEO media interviews) related to the Agreement
        and the Co-Branded Site. The timing of all marketing activities will be
        mutually upon by the parties, provided that most media activity will
        occur within a reasonable time of the September launch of the new
        Company Site.

    2.  An additional two press releases over the Term describing customer
        acquisition on the Co-Branded Site, the success of the Co-Branded Site,
        and other newsworthy events related to the Co-Branded Site.

    3.  A reasonable amount of executive referrals and interviews for
        substantial business and trade opportunities. Each party will provide a
        quote for two press releases per year regarding new services,
        initiatives, and other newsworthy events.

    4.  Use of both parties' logos and description of the relationship on
        Company Site, in Company corporate materials, and in Company
        presentations (based on mutually agreeable standards determined by the
        parties from time to time)



                                       41
<PAGE>   39


                                    EXHIBIT K

                        PROMOTION OF THE CO-BRANDED SITE

Pursuant to Section 3.5, CNET will purchase Promotions on third party web sites
or other media as follows:

          Month                            Amount
          -----                            ------
October 1999 - September 2001         $328,086.95 per quarter


                                       42