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                            February 20, 1997


Kevin Wendle
CNET, Inc.
150 Chestnut Street
San Francisco, California 94111

         Re:     Phase Out and Resignation Agreement

Dear Kevin:

         This letter sets forth our agreement (the "Agreement") concerning
various matters related to your phase out as an officer and employee of
C|NET, Inc. (the "Company").  Reference is made to the letter agreement
between the Company and you dated September 14, 1995, as amended by the
Amendment to Employment Agreement between the Company and you dated May 23,
1996 (as so amended, the "Employment Agreement").

         Both the Company and you desire that your separation from the
Company be on a friendly basis and want to avoid any disputes and
controversies concerning your employment and separation.  Consequently, we
have agreed as follows:

         1.      PHASE OUT AND RESIGNATION.  Effective as of March 1, 1997
(the "Phase Out Date"), you hereby resign as an officer of the Company and
your duties as an employee of the Company will be limited to the consulting
and advisory duties specified in paragraph 2 below.  Effective as of May 1,
1997 (the "Resignation Date"), you hereby resign as an employee of the
Company.

         2.      ADVISORY SERVICES.  From the Phase Out Date until November
30, 1997 (the "Advisory Period"), it is expected that you will continue to
serve as Executive Producer of the Company's TV.COM television series and as
a director of E! Online, Inc.  During the Advisory Period, you will also
provide consulting and advisory services to the Company in connection with
TV.COM and other television programs, as reasonably requested by the Company
in order to ensure a successful transition.  You may also serve as an
Executive Consultant for other television programs.  In such capacities, you
will remain in close contact with the producers of TV.COM and will provide
notes on general series direction and all scripts, rough cuts and final cuts
of TV.COM and, to the extent requested, other television programs.  During
the Advisory Period, you will be expected to devote approximately 40 hours
per month to the Company's business, including approximately 10 hours per
month in San Francisco.  From the Phase Out Date to the Resignation Date, you
will be acting as an employee of the Company.  From the Resignation Date
until the end of the Advisory Period, you will be acting as an independent
contractor, and not as an employee, of the Company.  You understand that your
role as Executive Producer of TV.COM may be on a non-exclusive basis, if
necessary.  In addition,

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notwithstanding the foregoing, at any time following the Resignation Date,
the Company will have the right to terminate your status as Executive
Producer of TV.COM, your status as a director of E! Online, Inc. and your
other consulting and advisory activities if it determines, in good faith,
that a continuation of such status or activities would be detrimental to the
Company.

         3.      COMPENSATION PRIOR TO PHASE OUT.  You will continue to
receive all salary, bonuses, profit participation rights and other benefits
to which you are entitled under the Employment Agreement based on services
rendered through and including February 28, 1997.

         4.      COMPENSATION FOLLOWING PHASE OUT.  Beginning on the Phase
Out Date, you will have no further rights of any kind under the Employment
Agreement (including without limitation rights to salary, bonuses, profit
participations or benefits), except as follows:

                 (a)      From the Phase-Out Date until the Resignation Date,
         you will receive a monthly salary of $500.

                 (b)      You will be entitled to receive 25% of any Net
         Proceeds (as defined in the Employment Agreement) earned by the
         Company during the four years following the Phase Out Date from
         contingent compensation actually received by the Company.  It is
         expressly understood and agreed that you will have no right to
         participate in the Net Proceeds of any other television programs
         produced by the Company, now or in the future.

                 (c)      To the extent permissible under the Company's
         insurance plans, the Company will continue to provide medical
         insurance to you, at your cost, until the end of the Advisory Period.

                 (d)      All of your outstanding stock options will remain
         effective and will be exercisable in accordance with their terms.
         In particular,

                          (i)     your option to purchase an aggregate of
                 214,284 shares at $1.87 per share pursuant to the Stock
                 Option Agreement dated April 30, 1994 (the "1994 Option")
                 will remain effective, and the Company acknowledges and
                 agrees that the modification of your duties between the
                 Phase Out Date and the Resignation Date will not affect the
                 vesting of the final installment of 53,571 shares under the
                 1994 Option on April 30, 1997; and

                          (ii)    your option to purchase an aggregate of
                 8,100 shares at $13.00 per share pursuant to the Stock
                 Option Agreement dated June 5, 1996 (the "1996 Option"),
                 which was fully vested on the date of grant, will remain
                 exercisable in accordance with its terms.

                 (e)      The Company hereby waives the termination payment
         that would otherwise be required under Section 1(b) of the Amendment
         to the Employment

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         Agreement dated May 23, 1996, which relates to 46,500 shares that
         you were allowed to purchase at $2.41 per share.

                 (f)      The Company will reimburse you, in accordance with
         its reimbursement policies as in effect from time to time, for
         reasonable business expenses (including travel expenses) incurred by
         you in connection with performing your duties for the Company
         hereunder; provided that any travel other than from Los Angeles to
         San Francisco must be approved in advance.  For purposes of applying
         the Company's reimbursement policies to your duties hereunder,
         Shelby Bonnie will be considered your "manager."  For so long as you
         remain a director of the Company, you will have access to the
         Company's electronic mail and voice mail systems and the Company
         will provide you with use of a guest office in San Francisco (along
         with related office supplies) and reasonable secretarial services in
         San Francisco related to your duties hereunder.

         5.      Board Membership.  Effective as of the Phase Out Date, you
hereby resign as a Class I director of the Company.  Shelby Bonnie has agreed
to resign as a Class II director of the Company, and the Company will use its
best efforts to cause you to be elected to fill the resulting vacancy among
the Class II directors, so that you would continue to serve as a director of
the Company until the Company's annual meeting of stockholders in 1998.  You
will not receive any compensation for your duties as a director.  The Company
acknowledges that you may resign as a director of the Company at any time,
without any penalty under this Agreement.  You hereby agree, however, that
until the Company's annual meeting of stockholders in 1998 (and regardless of
whether you have resigned as a director of the Company prior to such date),
you will not sell any of your common stock in the Company unless such sale
complies with the volume limitations set forth in Rule 144(e)(1) under the
Securities Act of 1933, as amended, as if you were then an "affiliate" of the
Company; provided that such restriction will not apply if you are not
reappointed to the Board as a Class II director.

         6.      Confidential Information.

                 (a)      In the course of performing services for the
         Company, you have received and had access to, and may in the future
         receive and have access to, commercially valuable, confidential or
         proprietary information ("Confidential Information").  Confidential
         Information means all information, whether oral or written, now or
         hereafter developed, acquired or used by the Company or any
         Affiliate (as hereinafter defined) and relating to the business of
         the Company or any Affiliate that is not generally known to others
         in the Company's or such Affiliate's area of business, including
         without limitation (i) any trade secrets, work product, processes,
         analyses or know-how of the Company or any Affiliate; (ii) ideas and
         development plans related to new or improved television programs or
         Internet sites or services; (iii) the Company's or any Affiliate's
         marketing, development, strategic and business plans and
         information; and (iv) the Company's or any Affiliate's financial
         statements and other financial information.  For purposes of this
         Agreement, "Affiliate" means any entity directly or indirectly
         controlling, controlled by, or under common control with the
         Company.  A person shall be deemed to control an entity if such
         person owns 50% or more of the equity interests in such entity or
         possesses, directly or indirectly, the power

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         to direct or cause the direction of management and policies of such
         corporation, whether through the ownership of voting securities, by
         contract, or otherwise.

                 (b)      You acknowledge and agree that the Confidential
         Information is and will be the sole and exclusive property of the
         Company and its Affiliates.  You will not use any Confidential
         Information for your own benefit or disclose any Confidential
         Information to any third party (except in the course of performing
         your authorized duties for the Company), either during or subsequent
         to your employment with the Company.  At the Company's request at
         any time following the Resignation Date, you will promptly deliver
         to the Company all documents, computer disks and other computer
         storage devices and other papers and materials (including all copies
         thereof in whatever form) containing or incorporating any
         Confidential Information or otherwise relating in any way to the
         business of the Company or its Affiliates that are in your
         possession or under your control.

         7.      Restrictive Covenant.  In consideration of the benefits
provided to you hereunder following the Phase Out Date, and as a condition
precedent to the continued delivery of Confidential Information to you, you
hereby agree that, until March 1, 1998, you will not (except in the course of
performing your authorized duties for the Company and its Affiliates),
directly or indirectly, either as an employee, partner, owner, director,
adviser or consultant or in any other capacity:

                 (a)      engage in (i) the creation, development or
         production of television programming focused primarily on computers,
         the Internet or digital technologies, (ii) the creation, development
         or operation of any Internet site focused primarily on computers,
         the Internet or digital technologies, or (iii) any other business
         then conducted by the Company or any Affiliate (collectively, the
         "Business");

                 (b)      directly or indirectly influence or attempt to
         influence any advertising customer or potential advertising customer
         of the Company or any Affiliate to purchase advertising on any
         competing television program or Internet site or for any competitive
         Business; or

                 (c)      employ or attempt to employ or solicit for any
         employment competitive with the Company or any Affiliate any
         individuals who are employees of the Company or such Affiliate at
         such time, or who were employees of the Company or such Affiliate
         within one year prior to such time, or influence or seek to
         influence any such employees to leave the Company's or such
         Affiliate's employment.

         8.      Enforcement.

                 (a)      You acknowledge that the Company's agreement to pay
         compensation to you pursuant to SECTION 4(b), which extends
         throughout the term of the restrictive covenant set forth in SECTION
         7, was included on the express condition that you agree to such
         restrictive covenant.  You represent to the Company that you are
         willing and able to engage

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         in businesses other than Business and that enforcement of the
         restrictions set forth in SECTION 7 would not be unduly burdensome
         to you.  The Company and you acknowledge and agree that the
         restrictions set forth in SECTION 7 are reasonable as to time,
         geographic area and scope of activity and do not impose a greater
         restraint than is necessary to protect the goodwill and other
         business interests of the Company, and you agree that that the
         Company is justified in believing the foregoing.

                 (b)      If any provisions of SECTION 7 are found by a court
         of competent jurisdiction to contain unreasonable or unnecessary
         limitations as to time, geographical area or scope of activity, then
         such court is hereby directed to reform such provisions to the
         minimum extent necessary to cause the limitations contained therein
         as to time, geographical area and scope of activity to be reasonable
         and to impose a restraint that is not greater than necessary to
         protect the goodwill and other business interests of the Company.

                 (c)      You acknowledge and agree that the Company would be
         irreparably harmed by any violation of your obligations under
         SECTIONS 6 and 7 hereof and that, in addition to all other rights or
         remedies available at law or in equity, the Company will be entitled
         to injunctive and other equitable relief to prevent or enjoin any
         such violation.

                 (d)      If you commit a material breach of your obligations
         under SECTION 6 or SECTION 7 hereof, then (i) you will not be
         entitled to the participation payments contemplated by SECTION 4(b);
         and (ii) if such material breach occurs prior to December 1, 1997,
         the waiver of the termination payment set forth in SECTION 4(e)
         above will be revoked and you will be required to make such payment
         within 30 days of demand by the Company.  You acknowledge and agree
         that the damages to the Company from any violation of your
         obligations under SECTIONS 6 and 7 hereof would be difficult to
         ascertain and that the termination payment referenced in SECTION
         4(e) is a reasonable estimate of the actual amount of such damages
         and is the best current estimate of the parties concerning the
         actual amount of such damages.

         9.      MUTUAL RELEASE.

                 (a)      You acknowledge and agree that you have voluntarily
         requested the modification of your employment relationship
         contemplated by this Agreement and that the Company has not
         terminated your employment, actually or constructively.  Except as
         specifically provided in this Agreement, you understand and agree
         that, beginning on the Phase Out Date, you will not be entitled to
         any further salary, consulting fees, incentive compensation,
         participation rights, equity interests, vacation or sick pay,
         severance pay, health insurance, retirement benefits, disability or
         life insurance or any other compensation or benefits of any kind.
         You voluntarily and knowingly waive, release, and discharge the
         Company, its successors, affiliates, employees, officers, directors,
         owners and agents from all claims, liabilities, demands and causes
         of action, known or unknown, fixed or contingent, that you may have
         or claim to have against any of them as a result of your employment
         and/or separation from employment with the Company, except for
         amounts due and other rights and obligations provided for under this
         Agreement. You

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         agree not to file a lawsuit to assert any such claims, and you
         also agree not to seek reinstatement or future employment with the
         Company.  The foregoing includes, but is not limited to, the
         following: (a) claims arising under federal, state, or local laws
         prohibiting employment discrimination; (b) claims for breach of
         contract; (c) claims for personal injury, harm, or damages (whether
         intentional or unintentional); (d) claims arising out of any legal
         restrictions on the Company's right to terminate its employees; and
         (e) claims arising under the Employee Retirement Income Security
         Act.  In addition, you specifically waive all rights and benefits
         afforded by any state laws that provide in substance that a general
         release does not extend to claims of which a person does not know of
         or suspect to exist at the time of executing a release.  However,
         you are not waiving rights or claims, if any, that may arise after
         the date that you sign this Agreement out of facts or circumstances
         not contemplated by this Agreement.

                 (b)      The Company voluntarily and knowingly waives,
         releases, and discharges you and your agents, successors, affiliates
         and heirs from all claims, liabilities, demands and causes of
         action, known or unknown, fixed or contingent, that the Company may
         have or claim to have against any of them as a result of your
         employment and/or separation from employment with the Company,
         except for amounts due and other rights and obligations provided for
         under this Agreement and claims arising out of your willful
         misconduct not known to the Company on the date of this Agreement.

         10.     CIVIL CODE SECTION 1542.  You hereby represent that you are
not aware of any claim against the Company that is not specifically addressed
and released by this Agreement.  You also acknowledge that you have been
advised by legal counsel and are familiar with the provisions of California
Civil Code Section 1542, which provides as follows:

         "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES
         NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING
         THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS
         SETTLEMENT WITH THE DEBTOR."

         You and the Company, being aware of said code section, agree to
expressly waive any rights they may have thereunder, as well as under any
other statute or common law principles of similar effect.

         11.     PUBLICITY.  The Company and you will work together in good
faith to coordinate a public announcement by the Company concerning the
change in your employment status contemplated by this Agreement. Until such
public announcement, you agree to maintain the confidentiality of and not to
publicly disclose the existence or terms of this Agreement or the change in
your employment status contemplated hereby.  You further agree not to make
any libelous, disparaging or otherwise injurious statements about the
Company, its business or operations or its officers, employees or
representatives, and the Company agrees not to make any libelous, disparaging
or otherwise injurious statements about you.

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         12.     RIGHT TO ATTORNEY.  You acknowledge and agree that you have
the right to discuss all aspects of this Agreement with a private attorney,
have been encouraged to do so by the Company, and have done so to the extent
you desire.

         13.     ENTIRE AGREEMENT.  This Agreement contains all terms,
provisions and understandings between the Company and you and supersedes all
previous agreements, whether oral or in writing, between the Company and you.
 You represent and agree that, in executing this Agreement, you have not
relied on any representations or statements, whether written or oral, not set
forth herein.  No modification of this Agreement can be made except in
writing and signed by both parties.  This Agreement is binding on you and
your representatives, heirs, and assigns.

         14.     SEVERABILITY.  The invalidity or unenforceability of any
provision or provisions of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement, which shall remain
in full force and effect.

         15.     INDEMNIFICATION.  The Company agrees to indemnify you for
any claims brought against you in your capacity as a director, officer,
employee or agent of the Company or in any other capacity in which you are
acting (or have acted) on behalf of the Company, to the maximum extent
permitted under Delaware law.

         16.     GOVERNING LAW.  This Agreement shall be governed by and
construed in accordance with the internal substantive laws of the State of
California (with the exception of Section 15 hereof, which shall be governed
by the substantive laws of the State of Delaware), without regard to the
choice of law rules thereof.

         If the foregoing accurately reflects all of the terms of our
agreement, please sign and date in the space provided.  Upon signature, this
Agreement will constitute a legally binding agreement between you and the
Company on the terms set forth herein.

                                       Very truly yours,

                                       CNET, INC.

                                       By: /s/  Shelby W. Bonnie
                                           -----------------------------
                                             Shelby W. Bonnie,
                                             Executive Vice President
Agreed to and accepted:

  /s/  Kevin Wendle
--------------------
Kevin Wendle

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