STOCK PURCHASE AGREEMENT


        This Stock Purchase Agreement (the "Agreement") is entered into 
as of December 18, 1997 by and among CNET, Inc., a Delaware 
corporation (the "Company"), and the purchasers identified on the 
signature pages hereto (the "Purchasers").  The Company desires to 
sell, and the Purchasers desire to purchase, an aggregate of up to 
800,000 shares (the "Shares") of the Company's common stock, $.0001 
par value per share (the "Common Stock"), on the terms and subject to 
the conditions set forth herein. Accordingly, the Company and the 
Purchasers hereby agree as follows:

        1.      Agreement to Purchase.  At the Closing (as defined 
below), and subject to the terms and conditions set forth in this 
Agreement, each Purchaser will purchase from the Company, and the 
Company will issue and sell to such Purchaser, the number of Shares 
set forth on the signature page executed by such Purchaser for a 
purchase price equal to $24.75 per Share.

        2.      Closing.  The closing of the purchase and sale of the 
Shares (the "Closing") shall take place at 10:00 a.m. local time at 
the principal offices of the Company on December 19, 1997, or on such 
other date or at such other time or place as the Company and the 
Purchasers may agree.  Upon payment of the purchase price for the 
Shares being purchased by each Purchaser, by wire transfer of 
immediately available funds to an account specified by the Company, 
the Company will deliver to such Purchaser a certificate or 
certificates representing such Shares, in such denominations and 
registered in such names as such Purchaser may request.

3.      Shelf Registration.

        (a)     Within 60 days after the date of the Closing (the 
"Closing Date"), the Company will prepare and file with the 
Securities and Exchange Commission pursuant to the Securities Act of 
1933, as amended (the "Securities Act"), a registration statement on 
Form S-3 with respect to a continuous offering of the Shares by the 
Purchasers (the "Registration Statement") and will use its best 
efforts to cause the Registration Statement to become effective 
within 120 days after the Closing Date and to remain effective until 
the second anniversary of the Closing Date.  The Purchaser will not 
sell any Shares under the Registration Statement unless, at the time 
of sale, the Registration Statement (and the most recently filed 
post-effective amendment thereto, if any) has been declared 
effective.  The period of time during which the Registration 
Statement is effective is referred to as the "Registration Period."

                (b)     Each Purchaser will use its best efforts to notify 
the Company two business days prior to selling any Shares pursuant to 
the Registration Statement.  The Company will use commercially 
reasonable efforts to insure that the Registration Statement is 
updated from time to time (through post-effective amendments or 
through filings that are incorporated by reference into the 
Registration Statement) so that it does not contain any untrue 
statement of a material fact or omit to state a material fact 
required to be stated therein or necessary to make the statements 
therein not misleading.

                (c)     Each Purchaser will furnish to the Company, at the 
Company's reasonable request, such information regarding the 
ownership of Shares by such Purchaser and the intended method of 
disposition thereof as is required in connection with the preparation 
of a registration statement covering the Shares.

                (d)     The Company will bear all expenses arising or 
incurred in connection with any registration of the Shares hereunder, 
including without limitation registration fees, printing expenses and 
the Company's accounting and legal fees and expenses; provided that 
each Purchaser will bear the expense of any underwriting fees, 
discounts or commissions applicable to its sale of the Shares and the 
fees and expenses of any separate legal counsel or accounting firm 
engaged by such Purchaser.

                (e)     The Company agrees to indemnify the Purchasers and 
each underwriter and selling broker of the Shares registered 
hereunder and their respective officers and directors and each person 
or entity, if any, who controls any of the foregoing within the 
meaning of Section 15 of the Securities Act and their respective 
successors (collectively, the "Purchaser Parties"), against all 
claims, losses, damages, liabilities, fines and penalties 
(collectively, "Losses") arising out of or relating to any untrue 
statement (or alleged untrue statement) of a material fact contained 
in the Registration Statement or any prospectus included therein or 
incident thereto or any omission (or alleged omission) to state 
therein a material fact required to be stated therein or necessary to 
make the statements therein not misleading, and agrees to reimburse 
the Purchaser Parties for any legal and other expenses reasonably 
incurred by them in connection with investigating or defending any 
claim or action related to such a Loss; provided, however, that the 
Company will not be liable in any such case if and to the extent that 
(i) such statement or omission was made in reliance upon information 
(including, without limitation, written negative responses to 
inquiries) furnished to the Company in writing by a Purchaser Party 
expressly for use in the Registration Statement or such a prospectus 
or (ii) a Purchaser Party fails to deliver or cause to be delivered a 
copy of the final prospectus relating to such offering (as then 
amended or supplemented) to the person asserting such claim and such 
final prospectus would have cured the defect giving rise to such 
Loss.

                (f)     Each Purchaser will indemnify the Company, the 
other Purchasers and their respective officers and directors and each 
person or entity, if any, who controls any of the foregoing within 
the meaning of Section 15 of the Securities Act and their respective 
successors (collectively, the "Company Parties") against all Losses 
arising out of or relating to any untrue statement (or alleged untrue 
statement) of a material fact contained in the Registration Statement 
or any prospectus included therein or incident thereto or any 
omission (or alleged omission) to state therein a material fact 
required to be stated or necessary to make the statements therein not 
misleading, and will reimburse the Company Parties for any legal and 
any other expenses reasonably incurred by them in connection with 
investigating or defending any claim or action related to such a 
Loss; provided, however, that this subparagraph (g) shall apply only 
in the case of and to the extent specified in clauses (i) and (ii) of 
the preceding paragraph.

                (g)     In case any proceeding (including any governmental 
investigation) shall be instituted involving any person in respect of 
which indemnity may be sought pursuant to any of the two preceding 
paragraphs, such person (the "Indemnified Party") shall promptly 
notify the person against whom such indemnity may be sought (the 
"Indemnifying Party") in writing and the Indemnifying Party, upon 
request of the Indemnified Party, shall retain counsel reasonably 
satisfactory to the Indemnified Party to represent the Indemnified 
Party and any others the Indemnifying Party may designate in such 
proceeding and shall pay the fees and disbursements of such counsel 
related to such proceeding.  In any such proceeding, any Indemnified 
Party shall have the right to retain its own counsel, but the fees 
and expenses of such counsel shall be at the expense of such 
Indemnified Party unless (i) the Indemnifying Party and the 
Indemnified Party shall have mutually agreed to the retention of such 
counsel or (ii) the named parties to any such proceeding (including 
any impleaded parties) include both the Indemnifying Party and the 
Indemnified Party and representation of both parties by the same 
counsel would be inappropriate due to actual or potential differing 
interests between them.  It is understood that the Indemnifying Party 
shall not, in respect of the legal expenses of any Indemnified Party 
in connection with any proceeding or related proceedings in the same 
jurisdiction, be liable for the fees and expenses of more than one 
separate firm (in addition to any local counsel), and that all such 
fees and expenses shall be reimbursed as they are incurred.  The 
Indemnifying Party shall not be liable for any settlement of any 
proceeding effected without its written consent, but if settled with 
such consent or if there be a final judgment for the plaintiff, the 
Indemnifying Party agrees to indemnify the Indemnified Party from and 
against any loss or liability by reason of such settlement or 
judgment.  No Indemnifying Party shall, without the prior written 
consent of the Indemnified Party, effect any settlement of any 
pending or threatened proceeding in respect of which any Indemnified 
Party is or could have been a party and indemnity could have been 
sought hereunder by such Indemnified  Party, unless such settlement 
includes an unconditional release of such Indemnified Party from any 
liability on claims that are the subject matter of such proceeding.

4.      Representations and Warranties of the Company.  The 
Company represents and warrants, as of the date hereof and as of the 
Closing Date, as follows:

        (a)     The Company has taken all corporate action required 
to authorize the execution and delivery of this Agreement and the 
performance of its obligations hereunder, including the issuance of 
the Shares.  When issued to and paid for by the Purchasers in 
accordance with the terms of this Agreement, the Shares will be duly 
and validly issued, fully paid and nonassessable, and the issuance of 
the Shares will not be subject to any preemptive or similar rights 
that have not been waived.

        (b)     As of the date of this Agreement, the authorized 
and outstanding capitalization of the Company consists of (i) a total 
of 5,000,000 authorized shares of preferred stock, $.01 par value per 
share (the "Preferred Stock"), none of which is issued or 
outstanding, and (ii) a total of 25,000,000 authorized shares of 
Common Stock, of which 13,949,681 shares were issued and outstanding 
as of the close of business on December 15, 1997.  All of such 
outstanding shares are validly issued, fully paid and nonassessable, 
and none of such outstanding shares was issued in violation of any 
preemptive rights.  In addition to the foregoing, as of December 15, 
1997, warrants and options to purchase a total of 2,738,164 shares of 
Common Stock are outstanding, and the Company is authorized to grant 
additional options to purchase up to 548,522 additional shares of 
Common Stock pursuant to its existing stock option plans.  Otherwise, 
there are not outstanding any options, warrants or similar agreements 
for the purchase from the Company of any shares of its capital stock 
or any securities convertible into or ultimately exchangeable or 
exercisable for any shares of the Company's capital stock.

        (c)     Neither the sale of the Shares hereunder nor the 
performance of the Company's other obligations under this Agreement 
will violate, conflict with, result in a breach of or constitute a 
default (or an event that, with notice or lapse of time, would 
constitute a default) under (i) the certificate of incorporation or 
bylaws of the Company; (ii) any decree, judgment, order or 
determination of any court, governmental agency or body, or any 
arbitrator having jurisdiction over the Company or any of the 
Company's assets; (iii) any law, rule or regulation applicable to the 
Company; or (iv) the terms of any material agreement by which the 
Company is bound or to which any property of the Company is subject.

        (d)     Neither the Company nor any person acting on behalf 
of the Company has offered or sold any of the Shares by any form of 
general solicitation or general advertising.  The Company has offered 
the Shares for sale only to the Purchasers and certain other 
"accredited investors" within the meaning of Rule 501 under the 
Securities Act.  The sale of the Shares by the Company is not part of 
a plan or scheme to evade the registration requirements of the 
Securities Act.

        (e)     The Company's Annual Report on Form 10-KSB for the 
year ended December 31, 1996, the Company's Quarterly Reports on Form 
10-QSB for the quarters ended March 31, 1997, June 30, 1997 and 
September 30, 1997, and all Current Reports on Form 8-K filed by the 
Company since December 31, 1996 (collectively, the "Disclosure 
Documents"), as of the respective dates thereof, do not contain any 
untrue statement of a material fact or omit to state a material fact 
required to be stated therein or necessary to make the statements 
therein not misleading.

        (f)     The financial statements of the Company included in 
each of the Disclosure Documents, including the schedules and notes 
thereto, comply in all material respects with the requirements of the 
Securities Act or the Securities Exchange Act of 1934, as amended, 
(as applicable) fairly present the financial condition and results of 
operations and cash flows of the Company and its subsidiaries at the 
respective dates and for the respective periods indicated and have 
been prepared in accordance with generally accepted accounting 
principles consistently applied throughout such periods.

        (g)     Since September 30, 1997, there has been no 
material adverse change in the properties, business, results of 
operations or condition (financial or otherwise) of the Company and 
its subsidiaries, taken as a whole.

        5.      Representations and Warranties of the Purchasers.  Each 
Purchaser (severally and not jointly) represents and warrants, as of 
the date hereof and as of the Closing, as follows:

                (a)     Such Purchaser is acquiring the Shares for its own 
account for investment purposes and not with a view to the distribution 
thereof within the meaning of the Securities Act.

                (b)     Such Purchaser understands that the Shares 
constitute "restricted securities" within the meaning of Rule 144 
under the Securities Act and may not be sold, pledged or otherwise 
disposed of unless they are subsequently registered under the 
Securities Act and applicable state securities laws or unless an 
exemption from registration is available.

                (c)     Such Purchaser is an "accredited investor" within 
the meaning of Rule 501 under the Act.

                (d)     No consent, approval, authorization or order of any 
court, governmental agency or body or arbitrator having jurisdiction 
over such Purchaser or of such Purchaser's affiliates is required for 
the execution of this Agreement or the performance of such 
Purchaser's obligations hereunder, including, without limitation, the 
purchase of the Shares from the Company.

                (e)     If such Purchaser is a corporation or partnership, 
such Purchaser has taken, or prior to the Closing will have taken, 
all corporate or partnership action (as applicable) required to 
authorize the execution and delivery of this Agreement and the 
performance of its obligations hereunder.

6.      Conditions to Closing.  The obligations hereunder of the 
Company, on the one hand, and each of the Purchasers, on the other 
hand, shall be subject to (a) the accuracy of the representations and 
warranties of the other as of the date hereof and as of the Closing 
Date, as if such representations and warranties had been made on and 
as of such date, and (b) the performance by the other of its or their 
obligations hereunder that are required to be performed at or prior 
to the Closing.

        7.      Miscellaneous.

                (a)     The terms and conditions of this Agreement 
represent the entire agreement between the parties with respect to 
the subject matter hereof and supersede any prior agreements or 
understandings, whether written or oral, between the parties 
respecting such subject matter.  This Agreement may be modified only 
in a writing signed by the party against whom such modification is to 
be enforced.

                (b)     No Purchaser may assign this Agreement or any 
rights or obligations hereunder without the prior written consent of 
the Company, and the Company may not assign this Agreement or any 
rights or obligations hereunder without the prior written consent of 
each Purchaser.

                (c)     This Agreement shall be construed and enforced in 
accordance with the laws of the state of Delaware applicable to 
agreements between residents of Delaware wholly executed and wholly 
performed therein.

        (d)     This Agreement may be executed in one or more 
counterparts, and such counterparts shall together constitute one and 
the same agreement.

        IN WITNESSES WHEREOF, the parties have entered into this 
Agreement as of the date first set forth above.

CNET, INC.


By:        /s/ Shelby W. 
Bonnie                   
Shelby W. Bonnie,
Executive Vice 
President and Chief
Operating Officer


SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT


        The undersigned hereby executes this counterpart signature page 
of the Stock Purchase Agreement, dated as of December 18, 1997, by 
and among CNET, Inc. and certain Purchasers, including the 
undersigned.

        Pursuant to this Agreement, the undersigned Purchaser is 
purchasing 700,000 shares of Common Stock for an aggregate purchase 
price of $17,325,000.

Individual:

_______________________________
(signature)

_______________________________
(name)

Corporation, Limited Liability Company or Trust:

Los Angeles Fire and Police Pension System
(name of entity)

By:        /s/ Gary Mattingly                              
        Gary Mattingly
        General Manager

Partnership:

_______________________________
(name of partnership)

_______________________________
(name of general partner)

By:     _________________________
Name:   _________________________
Title:  _________________________


SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT


        The undersigned hereby executes this counterpart signature page 
of the Stock Purchase Agreement, dated as of December 18, 1997, by 
and among CNET, Inc. and certain Purchasers, including the 
undersigned.

        Pursuant to this Agreement, the undersigned Purchaser is 
purchasing 25,000 shares of Common Stock for an aggregate purchase 
price of $618,750.

Individual:

_______________________________
(signature)

_______________________________
(name)

Corporation, Limited Liability Company or Trust:

_______________________________
(name of entity)

By:     _________________________
Name:   _________________________
Title:  _________________________

Partnership:

USA Networks
(name of partnership)

_______________________________
(name of general partner)

By:        /s/ Stephen A. Brenner                           
        Stephen A. Brenner,
        Executive Vice President, Chief Operating
        Officer and General Counsel


SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT


        The undersigned hereby executes this counterpart signature page 
of the Stock Purchase Agreement, dated as of December 18, 1997, by 
and among CNET, Inc. and certain Purchasers, including the 
undersigned.

        Pursuant to this Agreement, the undersigned Purchaser is 
purchasing 8,000 shares of Common Stock for an aggregate purchase 
price of $198,000.

Individual:

/s/ Douglas N. Woodrum
 (signature)

Douglas N. Woodrum
name)

Corporation, Limited Liability Company or Trust:

_______________________________
(name of entity)

By:     _________________________
Name:   _________________________
Title:  _________________________

Partnership:

_______________________________
(name of partnership)

_______________________________
(name of general partner)

By:     _________________________
Name:   _________________________
Title:  _________________________

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