EXHIBIT 10.1

# INDEMNITY AGREEMENT

This
Indemnification Agreement (Agreement) is made as of November 19, 2003 by and
between CNET Networks, Inc., a Delaware corporation (the Company), and
__________________ (Indemnitee).

RECITALS

WHEREAS,
highly competent persons have become more reluctant to serve publicly-held corporations as
directors or in other capacities unless they are provided with adequate protection through
insurance or adequate indemnification against inordinate risks of claims and actions
against them arising out of their service to and activities on behalf of the corporation;

WHEREAS,
the Board of Directors of the Company (the Board) has determined that, in
order to attract and retain qualified individuals, the Company will attempt to maintain on
an ongoing basis, at its sole expense, liability insurance to protect persons serving the
Company and its subsidiaries from certain liabilities. Although the furnishing of such
insurance has been a customary and widespread practice among United States-based
corporations and other business enterprises, the Company believes that, given current
market conditions and trends, such insurance may be available to it in the future only at
higher premiums and with more exclusions. At the same time, directors, officers, and other
persons in service to corporations or business enterprises are being increasingly
subjected to expensive and time-consuming litigation relating to, among other things,
matters that traditionally would have been brought only against the Company or business
enterprise itself. The By-laws of the Company require indemnification of the officers and
directors of the Company. Indemnitee may also be entitled to indemnification pursuant to
the General Corporation Law of the State of Delaware (DGCL). The By-laws and
the DGCL expressly provide that the indemnification provisions set forth therein are not
exclusive, and thereby contemplate that contracts may be entered into between the Company
and members of the board of directors, officers and other persons with respect to
indemnification;

WHEREAS,
the uncertainties relating to such insurance and to indemnification have increased the
difficulty of attracting and retaining such persons;

WHEREAS,
the Board has determined that the increased difficulty in attracting and retaining such
persons is detrimental to the best interests of the Companys stockholders and that
the Company should act to assure such persons that there will be increased certainty of
such protection in the future;

WHEREAS,
it is reasonable, prudent and necessary for the Company contractually to obligate itself
to indemnify, and to advance expenses on behalf of, such persons to the fullest extent
permitted by applicable law so that they will serve or continue to serve the Company free
from undue concern that they will not be so indemnified;

WHEREAS,
this Agreement is a supplement to and in furtherance of the By-laws of the Company and any
resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor
to diminish or abrogate any rights of Indemnitee thereunder;

WHEREAS,
Indemnitee does not regard the protection available under the Companys By-laws and
insurance as adequate in the present circumstances, and may not be willing to serve as an
officer or director without adequate protection, and the Company desires Indemnitee to
serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on
additional service for or on behalf of the Company on the condition that he be so
indemnified; and

NOW,
THEREFORE, in consideration of the premises and the covenants contained herein, the
Company and Indemnitee do hereby covenant and agree as follows:

Section 1.     Services to the
Company.   Indemnitee agrees to serve as a director of the Company. Indemnitee may at
any time and for any reason resign from such position (subject to any other contractual
obligation or any obligation imposed by operation of law), in which event the Company
shall have no obligation under this Agreement to continue Indemnitee in such position.
This Agreement shall not be deemed an employment contract between the Company (or any of
its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges
that Indemnitees employment with the Company (or any of its subsidiaries or any
Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any
reason, with or without cause, except as may be otherwise provided in any written
employment contract between Indemnitee and the Company (or any of its subsidiaries or any
Enterprise), other applicable formal severance policies duly adopted by the Board, or,
with respect to service as a director or officer of the Company, by the Companys
Certificate of Incorporation, the Companys By-laws, and the General Corporation Law
of the State of Delaware. The foregoing notwithstanding, this Agreement shall continue in
force after Indemnitee has ceased to serve as an director of the Company.

Section 2.         Definitions.     As used in this Agreement:

(1)    
          A Change in Control shall be deemed to occur upon the earliest to
          occur after the date of this Agreement of any of the following events:

(i)       
          Acquisition of Stock by Third Party. Any Person (as defined below) is or becomes
          the Beneficial Owner (as defined below), directly or indirectly, of securities
          of the Company representing fifteen percent (15%) or more of the combined voting
          power of the Companys then outstanding securities;

(ii)       
          Change in Board of Directors. During any period of two (2) consecutive years
          (not including any period prior to the execution of this Agreement), individuals
          who at the beginning of such period constitute the Board, and any new director
          (other than a director designated by a person who has entered into an agreement
          with the Company to effect a transaction described in Sections 2(a)(i),
          2(a)(iii) or 2(a)(iv)) whose election by the Board or nomination for election by
          the Companys stockholders was approved by a vote of at least two-thirds of
          the directors then still in office who either were directors at the beginning of
          the period or whose election or nomination for election was previously so
          approved, cease for any reason to constitute a least a majority of the members
          of the Board;

(iii)       
          Corporate Transactions. The effective date of a merger or consolidation of the
          Company with any other entity, other than a merger or consolidation which would
          result in the voting securities of the Company outstanding immediately prior to
          such merger or consolidation continuing to represent (either by remaining
          outstanding or by being converted into voting securities of the surviving
          entity) more than 51% of the combined voting power of the voting securities of
          the surviving entity outstanding immediately after such merger or consolidation
          and with the power to elect at least a majority of the board of directors or
          other governing body of such surviving entity;

(iv)       
          Liquidation. The approval by the stockholders of the Company of a complete
          liquidation of the Company or an agreement for the sale or disposition by the
          Company of all or substantially all of the Companys assets; and

(v)       
          Other Events. There occurs any other event of a nature that would be required to
          be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or a
          response to any similar item on any similar schedule or form) promulgated under
          the Exchange Act (as defined below), whether or not the Company is then subject
          to such reporting requirement.

For purposes of this Section 2(a),
the following terms shall have the following meanings:

| | (A)       
               Exchange Act shall mean the Securities Exchange Act of 1934, as
               amended.
| | -------------------------------------------------------------------------------------------------------------------

| | (B)       
               Person shall have the meaning as set forth in Sections 13(d) and
               14(d) of the Exchange Act; provided, however, that Person shall exclude (i) the
               Company, (ii) any trustee or other fiduciary holding securities under an
               employee benefit plan of the Company, and (iii) any corporation owned, directly
               or indirectly, by the stockholders of the Company in substantially the same
               proportions as their ownership of stock of the Company.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (C)       
               Beneficial Owner shall have the meaning given to such term in Rule
               13d-3 under the Exchange Act; provided, however, that Beneficial Owner shall
               exclude any Person otherwise becoming a Beneficial Owner by reason of the
               stockholders of the Company approving a merger of the Company with another
               entity.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(2)    
          Corporate Status describes the status of a person who is or was a
          director, officer, employee or agent of the Company or of any other corporation,
          partnership or joint venture, trust, employee benefit plan or other enterprise
          which such person is or was serving at the request of the Company.

(3)    
          Disinterested Director means a director of the Company who is not
          and was not a party to the Proceeding in respect of which indemnification is
          sought by Indemnitee.

(4)    
          Enterprise shall mean the Company and any other corporation,
          partnership, joint venture, trust, employee benefit plan or other enterprise of
          which Indemnitee is or was serving at the request of the Company as a director,
          officer, employee, agent or fiduciary.

(5)    
          Expenses shall include all reasonable attorneys fees,
          retainers, court costs, transcript costs, fees of experts, witness fees, travel
          expenses, duplicating costs, printing and binding costs, telephone charges,
          postage, delivery service fees, and all other disbursements or expenses of the
          types customarily incurred in connection with prosecuting, defending, preparing
          to prosecute or defend, investigating, being or preparing to be a witness in, or
          otherwise participating in, a Proceeding. Expenses also shall include Expenses
          incurred in connection with any appeal resulting from any Proceeding, including
          without limitation the premium, security for, and other costs relating to any
          cost bond, supersedeas bond, or other appeal bond or its equivalent. Expenses,
          however, shall not include amounts paid in settlement by Indemnitee or the
          amount of judgments or fines against Indemnitee.

(6)    
          Independent Counsel means a law firm, or a member of a law firm,
          that is experienced in matters of corporation law and neither presently is, nor
          in the past five years has been, retained to represent: (i) the Company or
          Indemnitee in any matter material to either such party (other than with respect
          to matters concerning the Indemnitee under this Agreement, or of other
          indemnitees under similar indemnification agreements), or (ii) any other party
          to the Proceeding giving rise to a claim for indemnification hereunder.
          Notwithstanding the foregoing, the term Independent Counsel shall
          not include any person who, under the applicable standards of professional
          conduct then prevailing, would have a conflict of interest in representing
          either the Company or Indemnitee in an action to determine Indemnitees
          rights under this Agreement. The Company agrees to pay the reasonable fees and
          expenses of the Independent Counsel referred to above and to fully indemnify
          such counsel against any and all Expenses, claims, liabilities and damages
          arising out of or relating to this Agreement or its engagement pursuant hereto.

(7)    
          The term Proceeding shall include any threatened, pending or
          completed action, suit, arbitration, alternate dispute resolution mechanism,
          investigation, inquiry, administrative hearing or any other actual, threatened
          or completed proceeding, whether brought in the right of the Company or
          otherwise and whether of a civil, criminal, administrative or investigative
          nature, in which Indemnitee was, is or will be involved as a party or otherwise
          by reason of the fact that Indemnitee is or was a director or officer of the
          Company, by reason of any action taken by him or of any action on his part while
          acting as director or officer of the Company, or by reason of the fact that he
          is or was serving at the request of the Company as a director, officer, employee
          or agent of another corporation, partnership, joint venture, trust or other
          enterprise, in each case whether or not serving in such capacity at the time any
          liability or expense is incurred for which indemnification, reimbursement, or
          advancement of expenses can be provided under this Agreement; except one
          initiated by a Indemnitee to enforce his rights under this Agreement.

(8)    
          Reference to other enterprise shall include employee benefit plans;
          references to fines shall include any excise tax assessed with
          respect to any employee benefit plan; references to serving at the request
          of the Company shall include any service as a director, officer, employee
          or agent of the Company which imposes duties on, or involves services by, such
          director, officer, employee or agent with respect to an employee benefit plan,
          its participants or beneficiaries; and a person who acted in good faith and in a
          manner he reasonably believed to be in the best interests of the participants
          and beneficiaries of an employee benefit plan shall be deemed to have acted in
          manner not opposed to the best interests of the Company as referred
          to in this Agreement.

Section 3.     Indemnity in
Third-Party Proceedings. The Company shall indemnify Indemnitee in accordance with the
provisions of this Section 3 if Indemnitee is, or is threatened to be made, a party to or
a participant in any Proceeding, other than a Proceeding by or in the right of the Company
to procure a judgment in its favor. Pursuant to this Section 3, Indemnitee shall be
indemnified against all Expenses, judgments, fines and amounts paid in settlement actually
and reasonably incurred by Indemnitee or on his behalf in connection with such Proceeding
or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the Company and,
in the case of a criminal proceeding had no reasonable cause to believe that his conduct
was unlawful.

Section 4.     Indemnity in
Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee
in accordance with the provisions of this Section 4 if Indemnitee is, or is threatened to
be made, a party to or a participant in any Proceeding by or in the right of the Company
to procure a judgment in its favor. Pursuant to this Section 4, Indemnitee shall be
indemnified against all Expenses actually and reasonably incurred by him or on his behalf
in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee
acted in good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Company. No indemnification for Expenses shall be made under this
Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been
finally adjudged by a court to be liable to the Company, unless and only to the extent
that the Delaware Court of Chancery or any court in which the Proceeding was brought shall
determine upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, Indemnitee is fairly and reasonably entitled to
indemnification.

Section 5.     Indemnification for
Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other
provisions of this Agreement, to the extent that Indemnitee is a party to (or a
participant in) and is successful, on the merits or otherwise, in any Proceeding or in
defense of any claim, issue or matter therein, in whole or in part, the Company shall
indemnify Indemnitee against all Expenses actually and reasonably incurred by him in
connection therewith. If Indemnitee is not wholly successful in such Proceeding but is
successful, on the merits or otherwise, as to one or more but less than all claims, issues
or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses
actually and reasonably incurred by him or on his behalf in connection with each
successfully resolved claim, issue or matter. If the Indemnitee is not wholly successful
in such Proceeding, the Company also shall indemnify Indemnitee against all Expenses
reasonably incurred in connection with a claim, issue or matter related to any claim,
issue, or matter on which the Indemnitee was successful. For purposes of this Section and
without limitation, the termination of any claim, issue or matter in such a Proceeding by
dismissal, with or without prejudice, shall be deemed to be a successful result as to such
claim, issue or matter.

Section 6.     Indemnification For
Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the
extent that Indemnitee is, by reason of his Corporate Status, a witness in any Proceeding
to which Indemnitee is not a party, he shall be indemnified against all Expenses actually
and reasonably incurred by him or on his behalf in connection therewith.

Section 7.     Additional
Indemnification.

(1)    
          Notwithstanding any limitation in Sections 3, 4, or 5, the Company shall
          indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a
          party to or threatened to be made a party to any Proceeding (including a
          Proceeding by or in the right of the Company to procure a judgment in its favor)
          against all Expenses, judgments, fines and amounts paid in settlement actually
          and reasonably incurred by Indemnitee in connection with the Proceeding.

(2)    
          For purposes of Section 7(a), the meaning of the phrase to the fullest
          extent permitted by law shall include, but not be limited to:

1.    
          to the fullest extent permitted by the provision of the DGCL that authorizes or
          contemplates additional indemnification by agreement, or the corresponding
          provision of any amendment to or replacement of the DGCL, and

2.    
          to the fullest extent authorized or permitted by any amendments to or
          replacements of the DGCL adopted after the date of this Agreement that increase
          the extent to which a corporation may indemnify its officers and directors.

Section 8.     Exclusions.
Notwithstanding any provision in this Agreement, the Company shall not be obligated under
this Agreement to make any indemnity in connection with any claim made against Indemnitee:

(1)    
          for which payment has actually been made to or on behalf of Indemnitee under any
          insurance policy or other indemnity provision, except with respect to any excess
          beyond the amount paid under any insurance policy or other indemnity provision;
          or

(2)    
          for an accounting of profits made from the purchase and sale (or sale and
          purchase) by Indemnitee of securities of the Company within the meaning of
          Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar
          provisions of state statutory law or common law; or

(3)    
          in connection with any Proceeding (or any part of any Proceeding) initiated by
          Indemnitee, including any Proceeding (or any part of any Proceeding) initiated
          by Indemnitee against the Company or its directors, officers, employees or other
          indemnitees, unless (i) the Board of Directors of the Company authorized the
          Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the
          Company provides the indemnification, in its sole discretion, pursuant to the
          powers vested in the Company under applicable law.

Section 9.     Advances of
Expenses. In accordance with the pre-existing requirement of Article X of the By-laws
of the Company, and notwithstanding any provision of this Agreement to the contrary, the
Company shall advance, to the extent not prohibited by law, the expenses incurred by
Indemnitee in connection with any Proceeding, and such advancement shall be made within 30
days after the receipt by the Company of a statement or statements requesting such
advances from time to time, whether prior to or after final disposition of any Proceeding.
Advances shall be unsecured and interest free. Advances shall be made without regard to
Indemnitees ability to repay the expenses and without regard to Indemnitees
ultimate entitlement to indemnification under the other provisions of this Agreement.
Advances shall include any and all reasonable Expenses incurred pursuing an action to
enforce this right of advancement, including Expenses incurred preparing and forwarding
statements to the Company to support the advances claimed. The Indemnitee shall qualify
for advances upon the execution and delivery to the Company of this Agreement which shall
constitute an undertaking providing that the Indemnitee undertakes to repay the advance to
the extent that it is ultimately determined that Indemnitee is not entitled to be
indemnified by the Company. This Section 9 shall not apply to any claim made by Indemnitee
for which indemnity is excluded pursuant to Section 8.

Section 10.     Procedure for
Notification and Defense of Claim.

(1)    
          To obtain indemnification under this Agreement, Indemnitee shall submit to the
          Company a written request, including therein or therewith such documentation and
          information as is reasonably available to Indemnitee and is reasonably necessary
          to determine whether and to what extent Indemnitee is entitled to
          indemnification. The omission to notify the Company will not relieve the Company
          from any liability which it may have to Indemnitee otherwise than under this
          Agreement. The Secretary of the Company shall, promptly upon receipt of such a
          request for indemnification, advise the Board in writing that Indemnitee has
          requested indemnification.

(2)    
          The Company will be entitled to participate in the Proceeding at its own
          expense.

Section 11.     Procedure
Upon Application for Indemnification.

(1)    
          Upon written request by Indemnitee for indemnification pursuant to the first
          sentence of Section 10(a), a determination, if required by applicable law, with
          respect to Indemnitees entitlement thereto shall be made in the specific
          case: (i) if a Change in Control shall have occurred, by Independent Counsel in
          a written opinion to the Board of Directors, a copy of which shall be delivered
          to Indemnitee; or (ii) if a Change in Control shall not have occurred, (A) by a
          majority vote of the Disinterested Directors, even though less than a quorum of
          the Board, (B) by a committee of Disinterested Directors designated by a
          majority vote of the Disinterested Directors, even though less than a quorum of
          the Board, (C) if there are no such Disinterested Directors or, if such
          Disinterested Directors so direct, by Independent Counsel in a written opinion
          to the Board, a copy of which shall be delivered to Indemnitee or (D) if so
          directed by the Board, by the stockholders of the Company; and, if it is so
          determined that Indemnitee is entitled to indemnification, payment to Indemnitee
          shall be made within ten (10) days after such determination. Indemnitee shall
          cooperate with the person, persons or entity making such determination with
          respect to Indemnitees entitlement to indemnification, including providing
          to such person, persons or entity upon reasonable advance request any
          documentation or information which is not privileged or otherwise protected from
          disclosure and which is reasonably available to Indemnitee and reasonably
          necessary to such determination. Any costs or expenses (including
          attorneys fees and disbursements) incurred by Indemnitee in so cooperating
          with the person, persons or entity making such determination shall be borne by
          the Company (irrespective of the determination as to Indemnitees
          entitlement to indemnification) and the Company hereby indemnifies and agrees to
          hold Indemnitee harmless therefrom.

(2)    
          In the event the determination of entitlement to indemnification is to be made
          by Independent Counsel pursuant to Section 11(a) hereof, the Independent Counsel
          shall be selected as provided in this Section 11(b). If a Change in Control
          shall not have occurred, the Independent Counsel shall be selected by the Board
          of Directors, and the Company shall give written notice to Indemnitee advising
          him of the identity of the Independent Counsel so selected. If a Change in
          Control shall have occurred, the Independent Counsel shall be selected by
          Indemnitee (unless Indemnitee shall request that such selection be made by the
          Board of Directors, in which event the preceding sentence shall apply), and
          Indemnitee shall give written notice to the Company advising it of the identity
          of the Independent Counsel so selected. In either event, Indemnitee or the
          Company, as the case may be, may, within 10 days after such written notice of
          selection shall have been given, deliver to the Company or to Indemnitee, as the
          case may be, a written objection to such selection; provided,
          however, that such objection may be asserted only on the ground that the
          Independent Counsel so selected does not meet the requirements of
          Independent Counsel as defined in Section 2 of this Agreement,
          and the objection shall set forth with particularity the factual basis of such
          assertion. Absent a proper and timely objection, the person so selected shall
          act as Independent Counsel. If such written objection is so made and
          substantiated, the Independent Counsel so selected may not serve as Independent
          Counsel unless and until such objection is withdrawn or a court has determined
          that such objection is without merit. If, within 20 days after the later of
          submission by Indemnitee of a written request for indemnification pursuant to
          Section 10(a) hereof and the final disposition of the Proceeding, no
          Independent Counsel shall have been selected and not objected to, either the
          Company or Indemnitee may petition a court of competent jurisdiction for
          resolution of any objection which shall have been made by the Company or
          Indemnitee to the others selection of Independent Counsel and/or for the
          appointment as Independent Counsel of a person selected by the Court or by such
          other person as the Court shall designate, and the person with respect to whom
          all objections are so resolved or the person so appointed shall act as
          Independent Counsel under Section 11(a) hereof. Upon the due commencement
          of any judicial proceeding or arbitration pursuant to Section 13(a) of this
          Agreement, Independent Counsel shall be discharged and relieved of any further
          responsibility in such capacity (subject to the applicable standards of
          professional conduct then prevailing).

Section 12.    Presumptions
and Effect of Certain Proceedings.

(1)    
          In making a determination with respect to entitlement to indemnification
          hereunder, the person or persons or entity making such determination shall
          presume that Indemnitee is entitled to indemnification under this Agreement if
          Indemnitee has submitted a request for indemnification in accordance with
          Section 10(a) of this Agreement, and the Company shall have the burden of proof
          to overcome that presumption in connection with the making by any person,
          persons or entity of any determination contrary to that presumption. Neither the
          failure of the Company (including by its directors or independent legal counsel)
          to have made a determination prior to the commencement of any action pursuant to
          this Agreement that indemnification is proper in the circumstances because
          Indemnitee has met the applicable standard of conduct, nor an actual
          determination by the Company (including by its directors or independent legal
          counsel) that Indemnitee has not met such applicable standard of conduct, shall
          be a defense to the action or create a presumption that Indemnitee has not met
          the applicable standard of conduct.

(2)    
          Subject to Section 13(e), if the person, persons or entity empowered or selected
          under Section 11 of this Agreement to determine whether Indemnitee is entitled
          to indemnification shall not have made a determination within sixty (60) days
          after receipt by the Company of the request therefor, the requisite
          determination of entitlement to indemnification shall be deemed to have been
          made and Indemnitee shall be entitled to such indemnification, absent (i) a
          misstatement by Indemnitee of a material fact, or an omission of a material fact
          necessary to make Indemnitees statement not materially misleading, in
          connection with the request for indemnification, or (ii) a prohibition of such
          indemnification under applicable law; provided, however, that such 60-day period
          may be extended for a reasonable time, not to exceed an additional thirty (30)
          days, if the person, persons or entity making the determination with respect to
          entitlement to indemnification in good faith requires such additional time for
          the obtaining or evaluating of documentation and/or information relating
          thereto; and provided, further, that the foregoing provisions of this Section
          12(b) shall not apply (i) if the determination of entitlement to indemnification
          is to be made by the stockholders pursuant to Section 11(a) of this Agreement
          and if (A) within fifteen (15) days after receipt by the Company of the request
          for such determination the Board of Directors has resolved to submit such
          determination to the stockholders for their consideration at an annual meeting
          thereof to be held within seventy five (75) days after such receipt and such
          determination is made thereat, or (B) a special meeting of stockholders is
          called within fifteen (15) days after such receipt for the purpose of making
          such determination, such meeting is held for such purpose within sixty (60) days
          after having been so called and such determination is made thereat, or (ii) if
          the determination of entitlement to indemnification is to be made by Independent
          Counsel pursuant to Section 11(a) of this Agreement.

(3)    
          The termination of any Proceeding or of any claim, issue or matter therein, by
          judgment, order, settlement or conviction, or upon a plea of nolo
          contendere or its equivalent, shall not (except as otherwise expressly
          provided in this Agreement) of itself adversely affect the right of Indemnitee
          to indemnification or create a presumption that Indemnitee did not act in good
          faith and in a manner which he reasonably believed to be in or not opposed to
          the best interests of the Company or, with respect to any criminal Proceeding,
          that Indemnitee had reasonable cause to believe that his conduct was unlawful.

(4)    
          Reliance as Safe Harbor. For purposes of any determination of good faith,
          Indemnitee shall be deemed to have acted in good faith if Indemnitees
          action is based on the records or books of account of the Enterprise, including
          financial statements, or on information supplied to Indemnitee by the officers
          of the Enterprise in the course of their duties, or on the advice of legal
          counsel for the Enterprise or on information or records given or reports made to
          the Enterprise by an independent certified public accountant or by an appraiser
          or other expert selected with the reasonable care by the Enterprise. The
          provisions of this Section 12(d) shall not be deemed to be exclusive or to limit
          in any way the other circumstances in which the Indemnitee may be deemed to have
          met the applicable standard of conduct set forth in this Agreement.

(5)    
          Actions of Others. The knowledge and/or actions, or failure to act, of
          any director, officer, agent or employee of the Enterprise shall not be imputed
          to Indemnitee for purposes of determining the right to indemnification under
          this Agreement.

Section 13.    Remedies of
Indemnitee.

(1)    
          Subject to Section 13(e), in the event that (i) a determination is made pursuant
          to Section 11 of this Agreement that Indemnitee is not entitled to
          indemnification under this Agreement, (ii) advancement of Expenses is not timely
          made pursuant to Section 9 of this Agreement, (iii) no determination of
          entitlement to indemnification shall have been made pursuant to Section 11(a) of
          this Agreement within 90 days after receipt by the Company of the request for
          indemnification, (iv) payment of indemnification is not made pursuant to
          Section 5 or 6 or the last sentence of Section 11(a) of this Agreement
          within ten (10) days after receipt by the Company of a written request therefor,
          or (v) payment of indemnification pursuant to Section 3, 4 or 7 of this
          Agreement is not made within ten (10) days after a determination has been made
          that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to
          an adjudication by a court of his entitlement to such indemnification or
          advancement of Expenses. Alternatively, Indemnitee, at his option, may seek an
          award in arbitration to be conducted by a single arbitrator pursuant to the
          Commercial Arbitration Rules of the American Arbitration Association. Indemnitee
          shall commence such proceeding seeking an adjudication or an award in
          arbitration within 180 days following the date on which Indemnitee first has the
          right to commence such proceeding pursuant to this Section 13(a);
          provided, however, that the foregoing clause shall not apply in
          respect of a proceeding brought by Indemnitee to enforce his rights under
          Section 5 of this Agreement. The Company shall not oppose Indemnitees
          right to seek any such adjudication or award in arbitration.

(2)    
          In the event that a determination shall have been made pursuant to Section 11(a)
          of this Agreement that Indemnitee is not entitled to indemnification, any
          judicial proceeding or arbitration commenced pursuant to this Section 13
          shall be conducted in all respects as a de novo trial, or
          arbitration, on the merits and Indemnitee shall not be prejudiced by reason of
          that adverse determination. In any judicial proceeding or arbitration commenced
          pursuant to this Section 13 the Company shall have the burden of proving
          Indemnitee is not entitled to indemnification or advancement of Expenses, as the
          case may be.

(3)    
          If a determination shall have been made pursuant to Section 11(a) of this
          Agreement that Indemnitee is entitled to indemnification, the Company shall be
          bound by such determination in any judicial proceeding or arbitration commenced
          pursuant to this Section 13, absent (i) a misstatement by Indemnitee of a
          material fact, or an omission of a material fact necessary to make
          Indemnitees statement not materially misleading, in connection with the
          request for indemnification, or (ii) a prohibition of such indemnification under
          applicable law.

(4)    
          The Company shall be precluded from asserting in any judicial proceeding or
          arbitration commenced pursuant to this Section 13 that the procedures and
          presumptions of this Agreement are not valid, binding and enforceable and shall
          stipulate in any such court or before any such arbitrator that the Company is
          bound by all the provisions of this Agreement. The Company shall indemnify
          Indemnitee against any and all Expenses and, if requested by Indemnitee, shall
          (within ten (10) days after receipt by the Company of a written request
          therefore) advance, to the extent not prohibited by law, such expenses to
          Indemnitee, which are incurred by Indemnitee in connection with any action
          brought by Indemnitee for indemnification or advance of Expenses from the
          Company under this Agreement or under any directors and officers
          liability insurance policies maintained by the Company, regardless of whether
          Indemnitee ultimately is determined to be entitled to such indemnification,
          advancement of Expenses or insurance recovery, as the case may be.

(5)    
          Notwithstanding anything in this Agreement to the contrary, no determination as
          to entitlement to indemnification under this Agreement shall be required to be
          made prior to the final disposition of the Proceeding.

Section 14.    Non-exclusivity; Survival of Rights; Insurance; Subrogation.

(1)    
          The rights of indemnification and to receive advancement of Expenses as provided
          by this Agreement shall not be deemed exclusive of any other rights to which
          Indemnitee may at any time be entitled under applicable law, the Companys
          Certificate of Incorporation, the Companys By-laws, any agreement, a vote
          of stockholders or a resolution of directors, or otherwise. No amendment,
          alteration or repeal of this Agreement or of any provision hereof shall limit or
          restrict any right of Indemnitee under this Agreement in respect of any action
          taken or omitted by such Indemnitee in his Corporate Status prior to such
          amendment, alteration or repeal. To the extent that a change in Delaware law,
          whether by statute or judicial decision, permits greater indemnification or
          advancement of Expenses than would be afforded currently under the
          Companys By-laws and this Agreement, it is the intent of the parties
          hereto that Indemnitee shall enjoy by this Agreement the greater benefits so
          afforded by such change. No right or remedy herein conferred is intended to be
          exclusive of any other right or remedy, and every other right and remedy shall
          be cumulative and in addition to every other right and remedy given hereunder or
          now or hereafter existing at law or in equity or otherwise. The assertion or
          employment of any right or remedy hereunder, or otherwise, shall not prevent the
          concurrent assertion or employment of any other right or remedy.

(2)    
          To the extent that the Company maintains an insurance policy or policies
          providing liability insurance for directors, officers, employees, or agents of
          the Company or of any other corporation, partnership, joint venture, trust,
          employee benefit plan or other enterprise which such person serves at the
          request of the Company, Indemnitee shall be covered by such policy or policies
          in accordance with its or their terms to the maximum extent of the coverage
          available for any such director, officer, employee or agent under such policy or
          policies. If, at the time of the receipt of a notice of a claim pursuant to the
          terms hereof, the Company has director and officer liability insurance in
          effect, the Company shall give prompt notice of the commencement of such
          proceeding to the insurers in accordance with the procedures set forth in the
          respective policies. The Company shall thereafter take all necessary or
          desirable action to cause such insurers to pay, on behalf of the Indemnitee, all
          amounts payable as a result of such proceeding in accordance with the terms of
          such policies.

(3)    
          In the event of any payment under this Agreement, the Company shall be
          subrogated to the extent of such payment to all of the rights of recovery of
          Indemnitee, who shall execute all papers required and take all action necessary
          to secure such rights, including execution of such documents as are necessary to
          enable the Company to bring suit to enforce such rights.

(4)    
          The Company shall not be liable under this Agreement to make any payment of
          amounts otherwise indemnifiable (or for which advancement is provided hereunder)
          hereunder if and to the extent that Indemnitee has otherwise actually received
          such payment under any insurance policy, contract, agreement or otherwise.

(5)    
          The Companys obligation to indemnify or advance Expenses hereunder to
          Indemnitee who is or was serving at the request of the Company as a director,
          officer, employee or agent of any other corporation, partnership, joint venture,
          trust, employee benefit plan or other enterprise shall be reduced by any amount
          Indemnitee has actually received as indemnification or advancement of expenses
          from such other corporation, partnership, joint venture, trust, employee benefit
          plan or other enterprise.

Section 15.     Duration of
Agreement. This Agreement shall continue until and terminate upon the later of: (a) 10
years after the date that Indemnitee shall have ceased to serve as a director or (b) 1
year after the final termination of any Proceeding then pending in respect of which
Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and
of any proceeding commenced by Indemnitee pursuant to Section 13 of this Agreement
relating thereto. This Agreement shall be binding upon the Company and its successors and
assigns and shall inure to the benefit of Indemnitee and his heirs, executors and
administrators.

Section 16.     Severability. If
any provision or provisions of this Agreement shall be held to be invalid, illegal or
unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of
the remaining provisions of this Agreement (including without limitation, each portion of
any Section of this Agreement containing any such provision held to be invalid, illegal or
unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way
be affected or impaired thereby and shall remain enforceable to the fullest extent
permitted by law; (b) such provision or provisions shall be deemed reformed to the extent
necessary to conform to applicable law and to give the maximum effect to the intent of the
parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement
(including, without limitation, each portion of any Section of this Agreement containing
any such provision held to be invalid, illegal or unenforceable, that is not itself
invalid, illegal or unenforceable) shall be construed so as to give effect to the intent
manifested thereby.

Section 17.    Enforcement.

(1)    
          The Company expressly confirms and agrees that it has entered into this
          Agreement and assumed the obligations imposed on it hereby in order to induce
          Indemnitee to serve as a director or officer of the Company, and the Company
          acknowledges that Indemnitee is relying upon this Agreement in serving as a
          director or officer of the Company.

(2)    
          This Agreement constitutes the entire agreement between the parties hereto with
          respect to the subject matter hereof and supersedes all prior agreements and
          understandings, oral, written and implied, between the parties hereto with
          respect to the subject matter hereof; provided, however, that this Agreement is
          a supplement to and in furtherance of the Certificate of Incorporation of the
          Company, the By-laws of the Company and applicable law, and shall not be deemed
          a substitute therefor, nor to diminish or abrogate any rights of Indemnitee
          thereunder.

Section 18.     Modification and
Waiver. No supplement, modification or amendment of this Agreement shall be binding
unless executed in writing by the parties thereto. No waiver of any of the provisions of
this Agreement shall be deemed or shall constitute a waiver of any other provisions of
this Agreement nor shall any waiver constitute a continuing waiver.

Section 19.     Notice by
Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being
served with any summons, citation, subpoena, complaint, indictment, information or other
document relating to any Proceeding or matter which may be subject to indemnification or
advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the
Company shall not relieve the Company of any obligation which it may have to the
Indemnitee under this Agreement or otherwise.

Section 20.     Notices.All notices, requests, demands and other communications under this Agreement shall be
in writing and shall be deemed to have been duly given if (a) delivered by hand and
receipted for by the party to whom said notice or other communication shall have been
directed, (b) mailed by certified or registered mail with postage prepaid, on the third
business day after the date on which it is so mailed, (c) mailed by reputable overnight
courier and receipted for by the party to whom said notice or other communication shall
have been directed or (d) sent by facsimile transmission, with receipt of oral
confirmation that such transmission has been received:

(1)    
          If to Indemnitee, at the address indicated on the signature page of this
          Agreement, or such other address as Indemnitee shall provide to the Company.

(2)    
          If to the Company to          CNET Networks, Inc.
         235 Second Street         San Francisco, CA 94105
         Attention:   GeneralCounsel

or to any other address as may have
been furnished to Indemnitee by the Company.

Section 21. Contribution. To the
fullest extent permissible under applicable law, if the indemnification provided for in
this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in
lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee,
whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in
settlement and/or for Expenses, in connection with any claim relating to an indemnifiable
event under this Agreement, in such proportion as is deemed fair and reasonable in light
of all of the circumstances of such Proceeding in order to reflect (i) the relative
benefits received by the Company and Indemnitee as a result of the event(s) and/or
transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the
Company (and its directors, officers, employees and agents) and Indemnitee in connection
with such event(s) and/or transaction(s).

Section 22. Applicable Law and
Consent to Jurisdiction. This Agreement and the legal relations among the parties
shall be governed by, and construed and enforced in accordance with, the laws of the State
of Delaware, without regard to its conflict of laws rules. Except with respect to any
arbitration commenced by Indemnitee pursuant to Section 13(a) of this Agreement, the
Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or
proceeding arising out of or in connection with this Agreement shall be brought only in
the Chancery Court of the State of Delaware (the Delaware Court), and not in
any other state or federal court in the United States of America or any court in any other
country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for
purposes of any action or proceeding arising out of or in connection with this Agreement,
(iii) appoint, to the extent such party is not otherwise subject to service of process in
the State of Delaware, irrevocably RL&F Service Corp., One Rodney Square, 10th Floor,
10th and King Streets, Wilmington, Delaware 19801 as its agent in the State of Delaware as
such partys agent for acceptance of legal process in connection with any such action
or proceeding against such party with the same legal force and validity as if served upon
such party personally within the State of Delaware, (iv) waive any objection to the laying
of venue of any such action or proceeding in the Delaware Court, and (v) waive, and agree
not to plead or to make, any claim that any such action or proceeding brought in the
Delaware Court has been brought in an improper or inconvenient forum.

Section 23. Identical
Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall for all purposes be deemed to be an original but all of which together shall
constitute one and the same Agreement. Only one such counterpart signed by the party
against whom enforceability is sought needs to be produced to evidence the existence of
this Agreement.

Section 24. Miscellaneous. Use
of the masculine pronoun shall be deemed to include usage of the feminine pronoun where
appropriate. The headings of the paragraphs of this Agreement are inserted for convenience
only and shall not be deemed to constitute part of this Agreement or to affect the
construction thereof.

IN
WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the day and
year first above written.

| | CNET NETWORKS, INC.       
                      
                     INDEMNITEEBY:       
                     

Name:      Sharon A. Le Duy            
                      
           Name:
Office:   General Counsel                  
                      
          Address:
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------