<PAGE>   1
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A
                                 AMENDMENT NO. 3

(Mark One)

[X]       ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 1998

[ ]       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

             For the transition period from __________ to __________

                         Commission file number 0-20939

                                   CNET, INC.
             (Exact Name of registrant as specified in its charter)

<TABLE>
<S>                                                           <C>
                Delaware                                                   13-3696170
     (State or other jurisdiction of                          (I.R.S. Employer Identification No.)
     incorporation or organization)

           150 Chestnut Street
            San Francisco, CA                                                94111
(Address of principal executive offices)                                   (Zip Code)
</TABLE>

        Registrant's telephone number, including area code (415) 395-7800

         Securities registered under Section 12(b) of the Exchange Act:

<TABLE>
<S>                                                         <C>
          Title of each class                               Name of each exchange on which registered
                None                                                          None
</TABLE>

         Securities registered under Section 12(g) of the Exchange Act:

                                 Title of class

                         Common Stock, $0.0001 par value

         Indicate by check mark whether the issuer (1) filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]

         The aggregate market value of common stock held by non-affiliates,
based on the closing price at which the stock was sold, at March 12, 1999
approximated $1.8 billion.

         The total number of shares outstanding of the issuer's common stock
(its only class of equity securities), as of March 12, 1999, was 34,767,270.

         Information is incorporated by reference into Part III of this Form
10-K from the registrant's definitive proxy statement for its 1998 annual
meeting of stockholders, which will be filed pursuant to Regulation 14A under
the Securities Exchange Act of 1934.


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<PAGE>   2


PART I

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Independent Auditors Report

The Board of  Directors,
CNET, Inc.

         We have audited the accompanying consolidated balance sheets of CNET,
Inc. and subsidiaries as of December 31, 1998 and 1997 and the related
consolidated statements of operations, stockholders' equity, and cash flows for
each of the years in the three-year period ended December 31, 1998. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

         We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatements. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

         In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
CNET, Inc. and subsidiaries as of December 31, 1998 and 1997, and the results of
their operations and their cash flows for each of the years in the three-year
period ended December 31, 1998, in conformity with generally accepted accounting
principles.

                                        KPMG LLP

San Francisco, California
February 9, 1999, except
as to paragraph 5
of footnote 5 and footnote 10,
which are as of March 22, 1999


                                       2
<PAGE>   3

                                   CNET, INC.
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                               December 31,
                                                                    -----------------------------------
                                                                        1998                  1997
                                                                    -------------         -------------
<S>                                                                 <C>                   <C>
                                 ASSETS
Current assets:
Cash and cash equivalents ..................................        $  51,533,655         $  22,553,988
Accounts receivable, net of allowance for
     doubtful accounts of $1,721,625 and $461,000
     in 1998 and 1997, respectively ........................           15,074,639             9,149,762
Accounts receivable, related party .........................            1,710,745                    --
Other current assets .......................................            1,704,765             1,134,957
Restricted cash ............................................              945,330             1,599,113
                                                                    -------------         -------------
     Total current assets ..................................           70,969,134            34,437,820
Property and equipment, net ................................           15,325,512            19,553,537
Other assets ...............................................            2,059,806             4,270,321
                                                                    -------------         -------------
     Total assets ..........................................        $  88,354,452         $  58,261,678
                                                                    =============         =============

                  LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable ...........................................        $   3,476,654         $   3,567,783
Accrued liabilities ........................................            6,592,819            10,080,504
Current portion of long-term debt ..........................            1,112,512             1,358,772
                                                                    -------------         -------------
     Total current liabilities .............................           11,181,985            15,007,059
Long-term debt .............................................              569,245             2,611,815
                                                                    -------------         -------------
     Total liabilities .....................................           11,751,230            17,618,874
Commitments and contingencies
Stockholders' equity:
Common stock; $0.0001 par value;
     50,000,000 shares authorized; 34,119,948
     and 29,324,370 shares issued and
     outstanding in 1998 and 1997,
     respectively ..........................................                3,412                 2,936
Additional Paid-in capital .................................          127,770,245            94,696,127
Accumulated deficit ........................................          (51,170,435)          (54,056,259)
                                                                    -------------         -------------
     Total stockholders' equity ............................           76,603,222            40,642,804
                                                                    -------------         -------------
     Total liabilities and stockholders' equity ............        $  88,354,452         $  58,261,678
                                                                    =============         =============
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       3
<PAGE>   4

                                   CNET, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                 Year Ended December 31,
                                                ------------------------------------------------------
                                                    1998                 1997                 1996
                                                ------------         ------------         ------------
<S>                                             <C>                  <C>                  <C>
Revenues:
  Internet .............................        $ 49,374,195         $ 26,717,280         $ 10,133,684
  Television ...........................           7,057,885            6,922,309            4,696,664
                                                ------------         ------------         ------------
     Total revenues ....................          56,432,080           33,639,589           14,830,348
                                                ------------         ------------         ------------
Cost of revenues:
  Internet .............................          23,291,215           19,812,604            9,120,545
  Television ...........................           6,741,133            6,904,471            6,212,959
                                                ------------         ------------         ------------
     Total cost of revenues ............          30,032,348           26,717,075           15,333,504
                                                ------------         ------------         ------------
     Gross profit (deficit) ............          26,399,732            6,922,514             (503,156)
                                                ------------         ------------         ------------
Operating expenses:
  Sales and marketing ..................          14,530,355           11,602,746            7,821,454
  Development ..........................           3,454,387           13,608,846            3,438,333
  General and administrative ...........           6,806,886            6,848,793            3,772,368
  Unusual items ........................            (921,839)           9,000,000                   --
                                                ------------         ------------         ------------
     Total operating expenses ..........          23,869,789           41,060,385           15,032,155
                                                ------------         ------------         ------------
     Operating income (loss) ...........           2,529,943          (34,137,871)         (15,535,311)
Other income (expense):
  Equity losses ........................         (11,795,944)          (2,228,430)          (1,865,299)
  Gain on sale of equity investments ...          10,450,342           11,026,736                   --
  Interest income (expense), net .......           1,415,616              611,473              451,948
                                                ------------         ------------         ------------
     Total other income (expense) ......              70,014            9,409,779           (1,413,351)
                                                ------------         ------------         ------------
     Net income (loss) .................        $  2,599,957         $(24,728,092)        $(16,948,662)
                                                ============         ============         ============

Basic net income (loss) per share ......        $       0.08         $      (0.91)        $      (1.06)
                                                ============         ============         ============
Diluted net income (loss) per share ....        $       0.07         $      (0.91)        $      (1.06)
                                                ============         ============         ============
Shares used in calculating basic
     per share data ....................          31,932,530           27,223,642           15,927,794
                                                ============         ============         ============
Shares used in calculating diluted
     per share data ....................          34,852,938           27,223,642           15,927,794
                                                ============         ============         ============
</TABLE>


          See accompanying notes to consolidated financial statements.


                                       4
<PAGE>   5

                                   CNET, INC.
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                      Convertible
                                     Preferred Stock            Common Stock         Additional                      Total
                                  --------------------      ---------------------     Paid-in      Accumulated    Stockholders'
                                    Shares      Amount        Shares       Amount     Capital        Deficit         Equity
                                  ---------     ------      ---------      ------    ----------    -----------    -------------
<S>                               <C>           <C>         <C>            <C>       <C>           <C>            <C>
Balances as of
   December 31, 1995 .........    3,439,202     34,392      5,400,000        540     15,143,363    (12,379,505)     2,798,790
Issuance of Series B
   convertible preferred
   stock .....................      366,144      3,661             --         --        362,483             --        366,144
Issuance of Series D
   convertible preferred
   stock .....................        2,588         26             --         --         33,307             --         33,333
Issuance of Series E
   convertible preferred
   stock .....................      453,169      4,532             --         --      8,364,102             --      8,368,634
Issuance of warrants .........           --         --             --         --        164,000             --        164,000
Public stock offering, net
   of $3,151,406 issuance ....           --
   costs .....................           --         --      5,200,000        520     37,776,074             --     37,776,594
Conversion of preferred
   stock into common stock ...   (4,261,103)   (42,611)    15,633,346       1564         41,047             --             --
Exercise of stock options ....           --         --        306,000         30        369,530             --        369,560
Employee stock purchase
   plan ......................           --         --         23,578          2        169,759             --        169,761
Net loss .....................           --         --             --         --             --    (16,948,662)   (16,948,662)
                                 ----------    -------     ----------      -----    -----------    -----------    -----------
Balances as of
   December 31, 1996 .........           --         --     26,562,924      2,656     62,423,665    (29,328,167)    33,098,154
Exercise of stock options ....           --         --        822,914         86      1,175,494             --      1,175,580
Employee stock purchase
   plan ......................           --         --         70,026          8        705,403             --        705,411
Issuances of common stock ....           --         --      1,868,506        186     23,391,565             --     23,391,751
Warrant compensation .........           --         --             --         --      7,000,000             --      7,000,000
Net loss .....................           --         --             --         --             --    (24,728,092)   (24,728,092)
                                 ----------    -------     ----------      -----    -----------    -----------    -----------
Balances as of
   December 31, 1997 .........           --         --     29,324,370      2,936     94,696,127    (54,056,259)    40,642,804
Exercise of stock options
   and warrants ..............           --         --      2,027,662        202      6,246,092             --      6,246,294
Employee stock purchase
   plan ......................           --         --         56,386          4        723,553             --        723,557
Issuances of common stock ....           --         --      1,625,600        162     26,212,556             --     26,212,718
   Issuance of common
   stock in relation to
   the Uvision acquisition ...           --         --      1,089,930        108       (108,083)       285,867        177,892
Net income ...................           --         --             --         --             --      2,599,957      2,599,957
                                 ----------    -------     ----------      -----    -----------    -----------    -----------
Balances as of
   December 31, 1998 .........           --         --     34,119,948      3,412    127,770,245    (51,170,435)    76,603,222
                                 ==========    =======     ==========      =====    ===========    ===========    ===========
</TABLE>


          See accompanying notes to consolidated financial statements.


                                       5
<PAGE>   6

                                   CNET, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                              Year Ended December 31,
                                                                 ------------------------------------------------
                                                                      1998              1997              1996
                                                                 ------------      ------------      ------------
<S>                                                              <C>               <C>               <C>
Cash flows from operating activities:
   Net income(loss) ........................................     $  2,599,957      ($24,728,092)     ($16,948,662)
   Adjustments to reconcile net loss to net cash
     provided (used) in operating activities:
       Depreciation and amortization .......................        6,341,217         5,054,980         1,928,496
       Amortization of program costs .......................        5,802,074         6,548,937         4,673,201
       Interest expense converted into preferred stock .....               --                --           222,141
       Allowance for doubtful accounts .....................        1,260,625           361,214            75,000
       Reserve for joint venture ...........................               --        (1,248,799)        1,865,299
       Warrant compensation expense ........................               --         7,000,000                --
       Changes in operating assets and liabilities:
         Accounts receivable ...............................       (9,730,143)       (4,218,799)       (4,165,939)
         Other current assets ..............................          455,340          (916,690)           29,750
         Other assets ......................................        4,933,084        (1,515,407)       (1,237,499)
         Accounts payable ..................................          328,540           228,931         2,807,549
         Accrued liabilities ...............................       (2,833,799)        7,534,213         1,839,558
                                                                 ------------      ------------      ------------
           Net cash provided (used) in operating
              activities ...................................        9,156,895        (5,899,512)       (8,911,106)
                                                                 ------------      ------------      ------------
Cash flows from investing activities:
   Purchases of equipment, excluding capital leases ........       (4,879,353)      (12,213,050)      (10,739,354)

   Purchases of programming assets .........................       (6,083,639)       (5,826,476)       (5,438,092)
   Loan to joint venture ...................................               --        (1,639,139)       (1,776,588)
   Investment in Vignette Corporation ......................               --                --          (511,500)
                                                                 ------------      ------------      ------------
        Net cash used in investing activities ..............      (10,962,992)      (19,678,665)      (18,465,534)
                                                                 ------------      ------------      ------------
Cash flows from financing activities:
   Net proceeds from issuance of convertible preferred
     stock .................................................               --                --         4,543,826
   Net proceeds from initial public offering ...............               --                --        37,776,594
   Net proceeds from issuance of common stock ..............       26,212,718        23,391,751                --
</TABLE>


                                       6
<PAGE>   7


<TABLE>
<CAPTION>
                                                                              Year Ended December 31,
                                                                 ------------------------------------------------
                                                                      1998              1997              1996
                                                                 ------------      ------------      ------------
<S>                                                              <C>               <C>               <C>
   Net proceeds from the issuance of common stock in
     relation to the UVision acquisition ...................         (107,975)
   Allocated proceeds from issuance warrants ...............               --                --           164,000
   Proceeds from stockholder receivable ....................               --                --           594,654
   Proceeds from employee stock purchase plan ..............          723,557           705,411           169,761
   Proceeds from debt ......................................               --         3,280,806         3,636,000
   Proceeds from exercise of stock and warrants ............        6,246,294         1,175,580           141,050
   Principal payments on capital leases ....................         (416,377)         (238,688)         (104,542)
   Principal payments on equipment note ....................       (1,872,453)         (338,630)          (91,851)
                                                                 ------------      ------------      ------------
           Net cash provided by financing activities .......       30,785,764        27,976,230        46,829,492
                                                                 ------------      ------------      ------------
Net increase (decrease) in cash and cash equivalents .......       28,979,667         2,398,053        19,452,852
Cash and cash equivalents at beginning of period ...........       22,553,988        20,155,935           703,083
                                                                 ------------      ------------      ------------
Cash and cash equivalents at end of period .................     $ 51,533,655      $ 22,553,988      $ 20,155,935
                                                                 ============      ============      ============

Supplemental disclosure of cash flow information:
   Interest paid ...........................................     $    324,762      $    254,790      $     88,792

Supplemental disclosure of noncash transactions:
   Non cash portion of Investment ..........................     $  3,066,449                --      $    105,000

   Capital lease obligations incurred ......................               --      $    408,408      $    297,436

   Note issued in exchange for equipment ...................               --                --      $    137,551

   Exercise of stock options through issuance of note
     receivable from stockholder ...........................               --                --      $    594,654
   Conversion of preferred stock into common stock .........               --                --      $     42,611
   Conversion of debt and interest into 0,0, and 208,548
     shares of convertible preferred stock, respectively ...               --                --      $  3,858,141
</TABLE>


          See accompanying notes to consolidated financial statements.


                                       7
<PAGE>   8

                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1997 AND 1998
                   (INFORMATION AS OF AND FOR THE THREE MONTHS
                   ENDED MARCH 31, 1998 AND 1999 IS UNAUDITED)

                                   CNET, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(1)      DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

DESCRIPTION OF BUSINESS

         CNET, Inc. (the "Company") was incorporated in the state of Delaware in
December 1992 and is a media company integrating television programming with a
network of channels on the World Wide Web. The Company produces five television
programs and operates an Internet network focused on computers and technologies.
Revenues for television are derived primarily from licensing fees for the
distribution of the television programming. Internet revenues are primarily
derived from the sale of advertising.

PRINCIPLES OF CONSOLIDATION

         The consolidated financial statements include the accounts of CNET,
Inc., and its majority owned controlled subsidiaries. All significant
intercompany balances and transactions have been eliminated in consolidation.

CASH AND CASH EQUIVALENTS

         The Company considers all highly liquid investments with original
maturities of three months or less to be cash equivalents.

PROPERTY AND EQUIPMENT

         Property and equipment are stated at cost less accumulated depreciation
and amortization. Depreciation is computed using the straight-line method over
the estimated useful lives of the assets which range from three to seven years.
Property and equipment recorded under capital leases and leasehold improvements
are amortized on a straight-line basis over the shorter of the lease terms or
their estimated useful lives.

CONCENTRATION OF CREDIT RISK

         Financial instruments potentially subjecting the Company to
concentrations of credit risk consist primarily of periodic investments of
excess cash and trade accounts receivable. Substantially all of the Company's
accounts receivable are derived from domestic sales. Historically, the Company
has not incurred material credit related losses. The Company invests


                                       8
<PAGE>   9

                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1997 AND 1998
                   (INFORMATION AS OF AND FOR THE THREE MONTHS
                   ENDED MARCH 31, 1998 AND 1999 IS UNAUDITED)


excess cash in low risk, liquid instruments. No losses have been experienced on
such investments.

DEVELOPMENT

         Development expenses include expenses which were incurred in the
development of new Internet channels and in research and development of new or
improved technologies that enhance the performance of the Company's Internet
channels. Costs for development are expensed as incurred. Costs are no longer
recognized as development expenses when a new Internet channel is launched and
is generating revenue.

INCOME TAXES

         The Company accounts for income taxes using the asset and liability
method. Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred
income tax assets and liabilities of changes in tax rates is recognized in
income in the period that includes the enactment date.

REVENUE RECOGNITION

         Through June 30, 1996, television revenues were principally derived
from the sale of advertising during the Company's CNET CENTRAL television
program and were recognized upon broadcast based on the number of viewers of the
program. Effective July 1, 1996, and subsequently renewed through June 30, 1999,
the Company licensed a two hour programming block it produces for broadcast on a
cable network for a license fee limited to the costs of production of the
programming block and further limited to certain maximum amounts per the
contract. In September 1996, the Company began producing TV.com which was
exclusively distributed by Golden Gate Productions, L.P., ("GGP"). The revenue
from this program was used first to offset costs of distribution and production
and thereafter was shared equally by the Company and GGP. In August 1997, the
assets of GGP were acquired by a third party who agreed to distribute the
program through Trans World International, ("TWI"), under the same terms.
Beginning March 1, 1998, the Company assumed responsibility for the sale of
advertisements on TV.com and pays a distribution fee to the third party.

         Internet revenues consist primarily of revenues derived from the sale
of advertisements on pages delivered to users of our Internet network.
Advertising programs are generally delivered on either an "impression" based
program or a "performance" based program. An impression based program earns
revenues when an advertisement is delivered to a user of our


                                       9
<PAGE>   10

                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1997 AND 1998
                   (INFORMATION AS OF AND FOR THE THREE MONTHS
                   ENDED MARCH 31, 1998 AND 1999 IS UNAUDITED)


Internet network. A performance based program earns revenues when a user of our
Internet network responds to an advertisement by linking to an advertisers
Internet network. Advertising revenues are recognized in the period in which the
advertisements are delivered. In the fourth quarter of 1998, the Company began
generating revenue from lead-based compensation from its shopping services.

NET INCOME (LOSS) PER SHARE

         Basic net income per share is computed using the weighted average
number of outstanding shares of common stock and diluted net income per share is
computed using the weighted average number of outstanding shares of common stock
and common stock equivalents. Basic and diluted net loss per share are computed
using the weighted average number of outstanding shares of common stock. Net
loss per share for the years ended December 31, 1997 and 1996, does not include
the effect of approximately 5,077,844 and 3,128,932 stock options, with weighted
average exercise prices of $12.37 and $3.55, respectively, because their effects
are anti-dilutive.

         The following table sets forth the computation of net income (loss) per
share (in thousands, except per share data):

<TABLE>
<CAPTION>
                                                             Year Ended December 31,
                                                      -----------------------------------
                                                        1998         1997          1996
                                                      --------     --------      --------
<S>                                                   <C>          <C>           <C>
Net income (loss) per share:
     Basic net income (loss) per share                $   0.08     ($  0.91)     ($  1.06)
                                                      ========     ========      ========
     Diluted net income (loss) per share              $   0.07     ($  0.91)     ($  1.06)
                                                      ========     ========      ========

Net income (loss)                                     $  2,600     ($24,728)     ($16,949)
                                                      ========     ========      ========
Basic and diluted shares:
    Weighted average common shares
          outstanding used in computing basic net
          income(loss) per share                        31,933       27,224        15,928
                                                      ========     ========      ========
            Common stock equivalents:
                  Stock options and awards               2,920           --            --
                                                      ========     ========      ========
    Weighted average common shares and
       common stock equivalents outstanding
       used in computing diluted net income
       (loss) per share                                 34,853       27,224        15,928
                                                      ========     ========      ========
</TABLE>


                                       10
<PAGE>   11

                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1997 AND 1998
                   (INFORMATION AS OF AND FOR THE THREE MONTHS
                   ENDED MARCH 31, 1998 AND 1999 IS UNAUDITED)


STOCK-BASED COMPENSATION

         The Company accounts for its stock-based employee compensation plans
using the intrinsic value method. As such, compensation expense is recorded on
the date of grant if the current market price of the underlying stock exceeded
the exercise price.

COMPREHENSIVE INCOME (LOSS)

         The Company has no significant comprehensive income (loss) and,
accordingly, the comprehensive income(loss) is the same as net income (loss) for
all periods.

ADVERTISING EXPENSE

         The cost of advertising is expensed as incurred. Such costs are
included in selling and marketing expense and totaled approximately $5,081,308,
$2,267,154 and $3,697,314 during the years ended December 31, 1998, 1997 and
1996, respectively.

FAIR VALUE OF FINANCIAL INSTRUMENTS

         The carrying value of the Company's cash and cash equivalents, accounts
receivable, accounts payable and long-term debt approximate their respective
fair values.

IMPAIRMENT OF LONG-LIVED ASSETS AND LONG-LIVED ASSETS TO BE DISPOSED OF

         The Company reviews its long-lived assets and certain identifiable
intangibles whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Recoverability of assets to
be held and used is measured by a comparison of the carrying amount of an asset
to future net cash flows expected to be generated by the asset. If such assets
are considered to be impaired, the impairment to be recognized is measured by
the amount by which the carrying amount of the assets exceed the fair value of
the assets. Assets to be disposed of are reported at the lower of the carrying
amount or fair value less costs to sell.

USE OF ESTIMATES

         The Company's management has made a number of estimates and assumptions
relating to the reporting of assets and liabilities, revenues and expenses, and
the disclosure of contingent assets and liabilities to prepare these financial
statements in conformity with generally accepted accounting principles. Actual
results could differ from those estimates.


                                       11
<PAGE>   12

                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1997 AND 1998
                   (INFORMATION AS OF AND FOR THE THREE MONTHS
                   ENDED MARCH 31, 1998 AND 1999 IS UNAUDITED)


BARTER TRANSACTIONS

         The Company trades advertisements on its Internet sites in exchange for
advertisements on the Internet channels of other companies. These revenues and
marketing expenses are recorded at the fair market value of services provided or
received, whichever is more determinable in the circumstances. Revenue from
barter transactions is recognized as income when advertisements are delivered on
the Company's Internet channels and expense from barter transactions is
recognized when advertisements are delivered on the other companies' Internet
sites. Barter revenues were approximately $3,369,000, $905,000, and $760,000 for
the years ended December 31, 1998, 1997 and 1996, respectively.

RECENT ACCOUNTING PRONOUNCEMENTS

         The FASB recently issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." SFAS No. 133 establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts (collectively referred to as
derivatives), and for hedging activities. It requires that an entity recognize
all derivatives as either assets or liabilities in the statement of financial
position and measure those instruments at fair value. For a derivative not
designated as a hedging instrument, changes in the fair value of the derivative
are recognized in earnings in the period of change. The Company must adopt SFAS
No. 133 by July 1, 1999. Management does not believe the adoption of SFAS No.
133 will have a material effect on the financial position or operations of the
Company.

(2)      BALANCE SHEET COMPONENTS

CASH AND CASH EQUIVALENTS

         The carrying value of cash and cash equivalents consisted of:

<TABLE>
<CAPTION>
                                                  December 31,
                                        ---------------------------------
                                           1998                   1997
                                        -----------            ----------
<S>                                     <C>                    <C>
        Commercial paper                $21,452,792            $2,004,131
        Money market mutual funds        23,447,941            17,034,006
        Cash                              6,632,922             3,515,851
                                        -----------            ----------
                                        $51,533,655           $22,553,988
                                        ===========           ===========
</TABLE>


         All cash equivalents have been classified as available for sale
securities as of December 31, 1998 and 1997.


                                       12
<PAGE>   13

                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1997 AND 1998
                   (INFORMATION AS OF AND FOR THE THREE MONTHS
                   ENDED MARCH 31, 1998 AND 1999 IS UNAUDITED)


RESTRICTED CASH

         Restricted cash balance relates to certain deposits in escrow for
leasehold improvements and as collateral for letters of credit relating to
security deposits.

PROPERTY AND EQUIPMENT

         A summary of property and equipment follows:

<TABLE>
<CAPTION>
                                                           December 31,
                                                   ---------------------------
                                                       1998            1997
                                                   -----------     -----------
<S>                                                <C>             <C>
Computer equipment                                 $12,270,491     $11,769,291
Production equipment                                 2,552,420       2,241,597
Office equipment, furniture & fixtures               3,131,737       2,230,267
Software                                             1,845,777       1,745,660
Leasehold improvements                               7,644,246       7,193,769
Assets in progress                                     620,165       1,533,198
                                                   -----------     -----------
                                                    28,064,836      26,713,782
Less accumulated depreciation and amortization      12,739,324       7,160,245
                                                   -----------     -----------
                                                   $15,325,512     $19,553,537
                                                   ===========     ===========
</TABLE>

         As of December 31, 1998 and 1997, the Company had equipment under
capital lease agreements of $1,168,134, and accumulated amortization of
$1,084,125 and $694,747, respectively.

         As of December 31, 1998, the Company had purchased equipment pursuant
to loan agreements in the amount of $948,982. As of December 31, 1998 and 1997,
the equipment had accumulated amortization of $702,408 and $512,612,
respectively.


                                       13
<PAGE>   14

                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1997 AND 1998
                   (INFORMATION AS OF AND FOR THE THREE MONTHS
                   ENDED MARCH 31, 1998 AND 1999 IS UNAUDITED)


ACCRUED LIABILITIES

         A summary of accrued liabilities follows:

<TABLE>
<CAPTION>
                                              December 31,
                                      ---------------------------
                                          1998            1997
                                      -----------     -----------
<S>                                   <C>             <C>
Compensation and related benefits     $ 4,007,614     $ 2,594,386
Marketing and advertising                 577,872         619,101
Deferred Revenue                          594,212       3,233,681
Lease Abandonment                              --       1,300,000
Other                                   1,413,121       2,333,336
                                      -----------     -----------
                                      $ 6,592,819     $10,080,504
                                      ===========     ===========
</TABLE>

DEBT

         During 1997, the Company secured a $10.0 million line of credit from a
bank. The line of credit consisted of a $5.0 million operating line of credit at
an interest rate of prime (8.5%) plus 0.5%, secured by all of the Company's
tangible assets and a $5.0 million equipment line at an interest rate of prime
(8.5%) plus 1%, for up to 65% of capital equipment purchases. The Company did
not renew the $10.0 million line of credit upon its expiration in July 1998. As
of December 31, 1997, the Company had not yet drawn any of the operating line of
credit and had drawn $768,000 on the capital equipment line which was paid off
in July, 1998. In addition, the Company had proceeds of $2.5 million from an
asset based loan bearing interest equal to the treasury rate plus 5.56% secured
by certain capital equipment. The $2.5 million asset based loan is subject to
certain financial covenants. At December 31, 1998 the Company was in compliance
with those covenants.

         During 1996 and 1995, the Company financed certain production equipment
in the amounts of $189,256 and $759,726, respectively, through notes at an
interest rate of 12.25%. The notes are secured by the equipment financed. The
current and long-term portion of the notes are included in current portion of
long-term debt and long-term debt, respectively, in the accompanying balance
sheet (along with capital lease obligations, Note 4). The aggregate annual
principal payments for notes payable outstanding as of December 31, 1998, are
summarized as follows:

<TABLE>
<CAPTION>
                         Year Ending December 31,
                      ------------------------------
<S>                                                         <C>
                                   1999                        994,177
                                   2000                        535,728
                                   2001                         33,517
                                                            ----------
                                                            $1,563,422
                                                            ==========
</TABLE>



                                       14
<PAGE>   15

                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1997 AND 1998
                   (INFORMATION AS OF AND FOR THE THREE MONTHS
                   ENDED MARCH 31, 1998 AND 1999 IS UNAUDITED)


(3)      INCOME TAXES

         The Company's effective tax rate differs from the statutory federal
income tax rate of 34% as shown in the following schedule:

<TABLE>
<CAPTION>
                                                       Year Ended December 31,
                                                  -------------------------------
                                                   1998         1997         1996
                                                  -----        -----        -----
<S>                                               <C>          <C>          <C>
Income tax benefit at statutory rate               34.0%        34.0%        34.0%
Operating losses with no current tax benefit      (34.0%)      (34.0%)      (34.0%)
                                                  -----        -----        -----
Effective tax rate                                   --           --           --
                                                  =====        =====        =====
</TABLE>


The tax effects of temporary differences that give rise to significant portions
of deferred tax assets are presented below:

<TABLE>
<CAPTION>
                                             Year Ended December 31,
                                    -------------------------------------------
                                       1998            1997            1996
                                    -----------     -----------     -----------
<S>                                 <C>             <C>             <C>
Capitalized "start-up" expenses     $   457,000     $   818,000     $ 1,217,000
Net operating losses                 22,184,000      16,268,000       9,596,000
Accruals, reserves and other          3,275,000       6,289,000       1,027,000
                                    -----------     -----------     -----------
                                     25,916,000      23,375,000      11,840,000
Less valuation allowance             25,916,000      23,375,000      11,840,000
                                    -----------     -----------     -----------
                                    $        --     $        --     $        --
                                    ===========     ===========     ===========
</TABLE>

         The Company has a valuation allowance as of December 31, 1998, which
fully offsets its gross deferred tax assets due to the Company's historical
losses and the fact that there is no guarantee the Company will generate
sufficient taxable income in the future to be able to realize any or all of the
deferred tax assets. The net change in the total valuation allowance for the
year ended December 31, 1998, was $2,541,000.

         As of December 31, 1998, the Company has approximately $61,000,000 of
net operating losses for federal income tax purposes, which expire between 2008
and 2018. The Company also has approximately $24,000,000 of net operating loss
carryforwards for state income tax purposes, which expire between 1999 and 2003.
Included in the deferred tax assets above is approximately $5,500,000 related to
stock option compensation for which the benefit, when realized, will be an
adjustment to equity.

         The Company may have experienced an "ownership change" as defined by
section 382 of the Internal Revenue Code. If an ownership change has occurred,
the Company's ability to utilize its net operating losses may be limited.


                                       15
<PAGE>   16

                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1997 AND 1998
                   (INFORMATION AS OF AND FOR THE THREE MONTHS
                   ENDED MARCH 31, 1998 AND 1999 IS UNAUDITED)


(4)      LEASES

         The Company has several non-cancelable leases primarily for general
office, facilities, and equipment that expire over the next ten years. Future
minimum lease payments under these leases are as follows:

<TABLE>
<CAPTION>
                   YEAR ENDING DECEMBER 31,                   Capital Leases        Operating Leases
        --------------------------------------------          --------------        ----------------
<S>                                                           <C>                   <C>
        1999                                                        $129,140             $ 4,548,163
        2000                                                              --               3,519,185
        2001                                                              --               2,396,254
        2002                                                              --               1,421,819
        2003                                                              --                 981,674
        Thereafter                                                        --                 598,910
                                                                    --------             -----------
        Total minimum lease payments                                 129,140             $13,466,005
                                                                                         ===========

        Less amount representing interest                             10,805
                                                                    --------
        Capital lease obligation, all current                       $118,335
                                                                    ========
</TABLE>

         Rental expense from operating leases amounted to $3,226,310,
$2,242,186, and $789,678 for the years ended December 31, 1998, 1997 and 1996,
respectively.

(5)      STOCKHOLDERS' EQUITY

ISSUANCE OF COMMON STOCK

         On July 2, 1996, the Company effected an initial public offering (IPO)
of 4,000,000 shares of its common stock for $8 per share. Simultaneously with
the IPO, the Company sold 1,200,000 shares of common stock to Intel Corporation
at 93% of the IPO price. The net proceeds from these two offerings (after
deducting underwriting discounts and commissions and offering expenses) were
$37.8 million, and were received on July 8, 1996.

         On July 21, 1997, the Company sold 402,506 shares of common stock in a
private placement to Intel for aggregate proceeds of approximately $5.3 million.
On December 18, 1997, the Company sold 1,466,000 shares of common stock in a
private placement to three "accredited investors" (as defined in Rule 501(a)
under the Securities Act of 1933) for aggregate net proceeds of approximately
$18.1 million.

         On May 12, 1998, the Company completed the acquisition of U.Vision,
Inc., a California corporation ("U.Vision"), through a merger between U.Vision
and a wholly-owned acquisition subsidiary of the Company (the "merger"), in
which the Company issued 1,089,930 shares of


                                       16
<PAGE>   17

                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1997 AND 1998
                   (INFORMATION AS OF AND FOR THE THREE MONTHS
                   ENDED MARCH 31, 1998 AND 1999 IS UNAUDITED)


common stock in exchange for all of the outstanding shares of U.Vision. U.Vision
owned and operated ComputerEsp, a pricing and availability engine for buying
computer products on the Internet. Subsequent to the merger, the Company
relaunched the service as Shopper.com. The Company recorded this transaction
using the pooling-of-interests accounting method and recorded the financial
results of U.Vision in its financial statements effective April, 1, 1998. The
financial statements of the Company prior to April 1, 1998 have not been
adjusted for the financial results of U.Vision as the impact was not material.
The shares used in calculating the basic and diluted net loss per share data
have been adjusted in prior periods to reflect the U.Vision transaction as
outstanding for all periods.

         In June of 1998, the Company completed the sale of 1,625,600 shares of
common stock to National Broadcasting Company, Inc., ("NBC"). The aggregate
purchase price for the shares sold was $26.2 million.

STOCK SPLIT

         On March 8, 1999, the Company effected a two-for-one split of its
common stock. The accompanying consolidated financial statements have been
retroactively adjusted to reflect the stock split.

         In May 1996, the Company effected a three-for-two split of its common
stock in connection with the IPO. The accompanying consolidated financial
statements have been retroactively adjusted to reflect the stock split.

STOCK OPTION PLANS

         In 1994, the Board of Directors adopted a Stock Option Plan (the "1994
Plan") pursuant to which the Company's Board of Directors may grant stock
options to officers and key employees. The 1994 Plan authorizes grants of
options to purchase up to 5,500,000 shares of authorized but unissued common
stock. In 1997, the stockholders approved the 1997 Stock Option Plan (the "1997
Plan"). The 1997 Plan authorizes grants of options to purchase up to 5,000,000
shares of authorized but unissued common stock. Stock options for both the 1994
Plan and the 1997 Plan are granted with an exercise price equal to the fair
market value at the date of grant. All stock options have 10-year terms and
generally vest and become fully exercisable between three and four years from
the date of grant.


                                       17
<PAGE>   18

                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1997 AND 1998
                   (INFORMATION AS OF AND FOR THE THREE MONTHS
                   ENDED MARCH 31, 1998 AND 1999 IS UNAUDITED)


         A summary of the status of the 1994 Plan and the 1997 Plan as of
December 31, 1998, 1997 and 1996, and changes during each of the years then
ended:

<TABLE>
<CAPTION>
                                                              Weighted Average
                                      Number of Shares        Exercise Prices
                                      ----------------        ----------------
<S>                                   <C>                     <C>
Balance as of December 31, 1995           2,952,500                 0.80
Granted                                   1,728,400                 5.72
Exercised                                (1,393,934)                0.52
Cancelled                                  (158,034)                2.73
                                         ----------               ------
Balance as of December 31, 1996           3,128,932                 3.55
Granted                                   2,647,046                11.87
Exercised                                  (889,392)                1.44
Cancelled                                  (243,504)                7.04
                                         ----------               ------
Balance as of December 31, 1997           4,643,082                 8.42
Granted                                   2,472,900                16.74
Exercised                                  (920,638)                5.12
Cancelled                                (1,117,460)               11.60
                                         ----------               ------
Balance as of December 31, 1998           5,077,884               $12.37
                                         ==========               ======
</TABLE>

         As of December 31, 1998, 1997 and 1996, the number of options
exercisable was 1,050,016, 858,888 and 804,794, respectively, and the weighted
average of the exercise price of those options was $7.01, $3.06, and $1.11,
respectively. As of December 31, 1998, there were 2,218,152 additional shares
available for grant under the Plans.

         The Company applies APB Opinion No. 25 in accounting for the Plans and,
accordingly, no compensation cost has been recognized for the Plans in the
financial statements. Had the Company determined compensation cost based on the
fair value at the grant date for its stock options under SFAS 123, the Company's
net income (loss) and net income (loss) per share would have been increased to
the pro forma amounts indicated below:

<TABLE>
<CAPTION>
                                                        Year Ended December 31,
                                        ------------------------------------------------------
                                             1998                1997                1996
                                        --------------      --------------      --------------
<S>                                     <C>                 <C>                 <C>
Net income (loss)
    As reported                          $   2,599,957      ($  24,728,092)     ($  16,948,662)
    Pro forma                           ($  13,130,574)     ($  29,872,164)     ($  18,259,031)
Basic net income (loss) per share
    As reported                          $        0.08      ($        0.91)     ($        1.06)
    Pro forma                           ($        0.41)     ($        1.10)     ($        0.81)
Diluted net income (loss) per share
    As reported                          $        0.07      ($        0.91)     ($        1.06)
    Pro forma                           ($        0.38)     ($        1.10)     ($        0.81)
</TABLE>


                                       18
<PAGE>   19

                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1997 AND 1998
                   (INFORMATION AS OF AND FOR THE THREE MONTHS
                   ENDED MARCH 31, 1998 AND 1999 IS UNAUDITED)


         The effects of applying SFAS 123 in this pro forma disclosure is not
indicative of the effects on reported results for future years. SFAS No. 123
does not apply to awards prior to 1995.

         The weighted-average fair value of options granted in 1998, 1997 and
1996, was $16.74, $11.87 and $5.72, respectively.

         The fair value of each option grant is estimated on the date of grant
using Black Scholes option-pricing model with the following weighted-average
assumptions used for grants in 1998, 1997 and 1996, respectively: no dividend
yield, expected volatility of 75%, risk-free interest rate of 6%, and an
expected life of five years, five years and one year.

         The following table summarizes information about stock options
outstanding as of December 31, 1998:

<TABLE>
<CAPTION>
                                                  Options Outstanding                   Options Exercisable
                                     -----------------------------------------      -------------------------
                                                      Weighted
                                       Number          Average        Weighted        Number         Weighted
                                     Outstanding      Remaining        Average      Exercisable       Average
             Range of                    As of        Contractual     Exercise         As of         Exercise
         Exercise Prices               12/31/98          Life          Price         12/31/98         Price
   ---------------------------       -----------      -----------     --------      -----------      --------
<S>                   <C>            <C>              <C>             <C>           <C>              <C>
   $ 0.6000           $ 4.2950          543,544          6.86         $ 2.5307         376,086       $ 1.9915
   $ 6.0000           $ 7.3150          551,624          7.56         $ 6.5059         253,860       $ 6.4988
   $ 7.7500           $10.0650           80,250          8.10         $ 8.9125          18,626       $ 8.4692
   $10.3750           $10.3750          638,298          8.92         $ 6.9167         154,700       $10.3750
   $10.6900           $12.0650          805,124          8.63         $11.7106         168,184       $11.6537
   $12.1250           $13.7500          173,736          8.53         $13.3392          36,138       $13.3415
   $13.9400           $13.9400          921,574          9.24         $13.9400           3,876       $13.9400
   $14.0000           $14.7500          121,086          8.65         $14.2317          20,320       $14.0931
   $16.1250           $16.1250          664,000          9.42         $16.1250              --             --
   $16.4400           $34.2500          578,648          9.63         $23.3122          18,226       $22.6535
   $ 0.6000           $34.2500        5,077,884          8.68         $12.3702       1,050,016       $ 7.0065
</TABLE>


                                       19
<PAGE>   20

                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1997 AND 1998
                   (INFORMATION AS OF AND FOR THE THREE MONTHS
                   ENDED MARCH 31, 1998 AND 1999 IS UNAUDITED)


401(k) PROFIT SHARING PLAN

         In 1996, the Company adopted a 401(k) Profit Sharing Plan (the "401(k)
Plan") that is intended to qualify under Section 401(k) of the Internal Revenue
Code of 1986, as amended. The 401(k) Plan covers substantially all of the
Company's employees. Participants may elect to contribute a percentage of their
compensation to this plan, up to the statutory maximum amount. The Company may
make discretionary contributions to the 401(k) Plan, but has not done so to
date.

EMPLOYEE STOCK PURCHASE PLAN

         In July 1996, the Company adopted an Employee Stock Purchase Plan that
covers substantially all employees. Participants may elect to purchase the
Company's stock at a 10% discount of the lower of the closing price at the
beginning or end of the quarter by contributing a percentage of their
compensation. The maximum percentage allowed is 10%.

(6)      MAJOR CUSTOMERS AND CONTRACTS

CUSTOMERS

         For the year ended December 31, 1998, one customer, USA Networks,
accounted for approximately 10% of the Company's revenues. For the years ended
December 31, 1997 and 1996, two customers accounted for over 10% of the
Company's revenues with USA Networks accounting for approximately 16% and 19%,
and Microsoft Corporation accounting for approximately 10% and 12% of total
revenues, respectively.

CONTRACTS

         In February 1995, the Company entered into an agreement with USA
Networks to carry its television program, CNET CENTRAL. The contract allowed the
Company to sell the available advertising on the program. In connection with
this agreement, the Company issued 1,033,500 common stock warrants at an
exercise price of $1.21 per share to USA Networks. As of December 31, 1998, all
such warrants were exercised.

         Effective July 1, 1996, the agreement with USA Networks was amended to
license to USA Networks the right to carry a two hour programming block produced
by the Company, called "Digital Domain" for broadcast on the USA Network and The
SciFi Channel for an initial term of one year. Under the amended agreement, USA
Networks licensed the rights to Digital Domain for a fee equal to the cost of
production of the programs up to a maximum of $5,250,000 for the first year with
an option to extend the term for an additional year. In January 1997, USA
Networks exercised this option.


                                       20
<PAGE>   21

                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1997 AND 1998
                   (INFORMATION AS OF AND FOR THE THREE MONTHS
                   ENDED MARCH 31, 1998 AND 1999 IS UNAUDITED)


         In addition, pursuant to the amended agreement, the Company agreed to
pay USA Networks a fee of $1.0 million for the right to cross-market the
Company's Internet channels on the television programs produced by the Company
for USA Networks. During the second year extension the Company paid a fee of
$750,000 for the right to continue such cross-marketing activities. These fees
are reported by the Company as marketing expenses.

         In January 1997, USA Networks exercised its option to extend its
agreement with the Company to carry Digital Domain through June 30, 1998. In
connection with this extension to the agreement, the Company agreed that the
warrants held by USA Networks would vest in full on December 31, 2006, to the
extent they had not previously vested. As a result of this change, the Company
incurred a one-time charge to earnings of approximately $7.0 million during the
first quarter of 1997.

         In July 1998, the Company entered into an agreement with USA Networks
to again license to USA Networks the right to carry Digital Domain for broadcast
on the USA Network and The SciFi Channel for a one year period. The Company
agreed to pay USA Networks a fee of $750,000 for the right to cross-market the
Company's Internet channels on the television programs produced by the Company
for USA Networks.

         In January 1996, the Company entered into a joint venture agreement
with E! Entertainment Television, Inc. ("E! Entertainment") that launched an
Internet site in August 1996, called E! ONLINE, focusing on entertainment, news,
gossip, movies and television. The Company agreed to provide $3,000,000 in debt
financing to the joint venture during its first two years of operations, which
amount was advanced pursuant to a seven year note, bearing interest at 9% per
annum. In addition, the Company agreed to provide up to an additional $3,000,000
in equity capital to the joint venture through January 1999. The Company
accounted for its financing and investments under the modified equity method.
Accordingly, the Company recorded all of the losses incurred by the joint
venture through June 30, 1997, in its consolidated statement of operations. The
joint venture, E! Online LLC, was owned 50% by the Company and 50% by
E! Entertainment.

         In June 1997, the Company sold its 50% equity position and certain
technology licenses and marketing and consulting services to its joint venture
partner for $10.0 million in cash and a $3.2 million note receivable, which was
included in other assets in the balance sheet and certain additional payments
for up to three years. The note receivable was paid in full in November, 1998.

         In August 1996, the Company entered into an agreement with GGP whereby
the Company produced a television program, TV.com, which was exclusively
distributed by GGP. Any revenues from the distribution of TV.com were first used
to offset costs of distribution and


                                       21
<PAGE>   22

                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1997 AND 1998
                   (INFORMATION AS OF AND FOR THE THREE MONTHS
                   ENDED MARCH 31, 1998 AND 1999 IS UNAUDITED)


production and thereafter were shared equally by CNET and GGP. In August 1997,
the assets of GGP were acquired by a third party who has agreed to distribute
the program through TWI under the same terms and conditions. Beginning March 1,
1998, the Company assumed responsibility for the sale of advertisements on
TV.com and pays a distribution fee to TWI.

(7)      UNUSUAL ITEMS

         In the fourth quarter of 1997, the Company recognized an expense of
$1.3 million related to lease abandonment costs and recognized an expense of
$700,000 relating to a write off of Internet domain names that the Company had
determined that it would no longer use. Through the fourth quarter of 1998, the
Company had incurred expenses of $379,000 related to the abandonment of excess
real estate and during the fourth quarter the Company determined that it had
completed the abandonment of excess real estate. Accordingly, the Company
reversed approximately $922,000 of this expense in the fourth quarter of 1998.

         In the first quarter of 1997, the Company incurred a one-time, non-cash
expense of $7.0 million related to an amendment to the warrant agreement with
USA Networks whereby the Company agreed that the warrants held by USA Networks
would vest in full on December 31, 2006, to the extent that they had not
previously vested.

(8)      RELATED PARTY TRANSACTIONS

         Included in other assets on the accompanying balance sheets is an
advance to an officer of the Company for $26,250.

         An affiliate of an officer and stockholder of the Company loaned the
Company $800,000 in 1996 at an interest rate of 8% and was granted 9,800
warrants to purchase Series D Convertible preferred stock at an exercise price
of $12.88 per share. This loan was subsequently converted to Series E
convertible preferred stock, which were subsequently converted to 29,400
warrants to purchase common stock at an exercise price of $4.29 per share. As of
December 31, 1997, all of these warrants were outstanding and exercisable and
expire in January 2001. Such warrants were valued at estimated fair market value
at the date of issuance.

         A stockholder loaned the Company $3,000,000 in 1996 at an interest rate
of 8%. Interest expense related to the loan was $34,000 in 1996. This loan was
subsequently converted to Series E convertible preferred stock. In connection
with this loan agreement, the Company granted the lender 36,750 warrants to
purchase Series D convertible preferred stock at an exercise price of $12.88 per
share, which were subsequently converted to 110,250 warrants to purchase common
stock at an exercise price of $4.29 per share. As of December 31, 1998, all of
these warrants were outstanding and exercisable and expire on dates from May
2000 to February 2001. Such warrants were valued at estimated fair market value
at the date of issuance.

                                       22
<PAGE>   23

                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1997 AND 1998
                   (INFORMATION AS OF AND FOR THE THREE MONTHS
                   ENDED MARCH 31, 1998 AND 1999 IS UNAUDITED)


         In April 1996, a stockholder exercised options to purchase 366,144
shares of Series B preferred stock and 273,000 shares of common stock for an
aggregate of $694,654. The consideration was paid by $100,000 in cash and the
issuance of a note for $594,654, which was repaid in July 1996. Such shares of
Series B preferred stock were converted into 1,098,432 shares of common stock at
the IPO.

         In December 1997, an officer of the Company purchased 16,000 shares of
common stock for $198,000 as a participant in a private placement.

         Buydirect.com (BuyDirect) was a wholly owned division of the Company
that distributed electronic software. On March 31, 1998, the Company contributed
its ownership in BuyDirect, and net assets related to BuyDirect of approximately
$744,000, to a new venture that is separately owned and operated by BuyDirect's
existing management group. As part of the transaction, the Company received a
19% ownership interest in the new venture. The Company uses the cost method of
accounting for its BuyDirect investment thus recorded an investment of
approximately $744,000 on its balance sheet. Initially, the Company also entered
into a multi-year arrangement with the new venture to provide marketing and
promotion through April 30, 2000. Effective October 31, 1998, the Company
terminated the initial contract and entered into a new agreement in exchange for
approximately $7.5 million for marketing and promotion through September 30,
2000. In conjunction with the new agreement, the Company received a promissory
note maturing on October 31, 2002 in the amount of $5.6 million.

         For the year ended December 31, 1998, the Company recognized $2,510,422
in revenues related to advertising purchased by BuyDirect and to the licensing
of technology. As of December 31, 1998, the Company had a $1.7 million
receivable balance from BuyDirect related to advertising purchased, licensing of
technology and payments made by CNET on behalf of the venture. The balance is
included on the balance sheet as a related party accounts receivable.

         Pursuant to an agreement dated June 4, 1998 among the Company, NBC
Multimedia, Inc., a Delaware corporation ("NBC Multimedia"), and Snap LLC, a
Delaware limited liability company, the Company and NBC Multimedia agreed to
form snap to operate the Snap Internet portal service, which was previously
operated as a division of the Company. In connection with the formation and
initial capitalization of snap, which was completed on June 30, 1998, the
Company contributed to snap substantially all of its assets used exclusively in
the operation of the snap service. Initially, snap will be owned 81% by the
Company and 19% by NBC Multimedia, however, NBC Multimedia has an option to
increase its ownership stake in snap to 60%. Under the agreement, CNET has the
right to appoint two members to snap's Board of Managers (the "Board"), while
NBC has the right to appoint five members. The seven member Board has general
supervision, direction and control of the business and has the general powers
and duties typically vested in the board of directors of a corporation. Through
the June 1998


                                       23
<PAGE>   24

                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1997 AND 1998
                   (INFORMATION AS OF AND FOR THE THREE MONTHS
                   ENDED MARCH 31, 1998 AND 1999 IS UNAUDITED)


transaction with NBC, snap's losses were funded by CNET. Subsequent to the June
1998 transaction, snap's losses were funded through equity contributions by NBC
or affiliates and through debt incurred by snap which has been guaranteed by
affiliates of NBC. There is no requirement for CNET to provide any direct or
indirect funding for snap and the anticipated future losses are expected to be
funded by either additional debt financing or equity contributions by NBC. Based
on the structure of the Board and considering the current and expected funding
of snap, CNET does not control snap and accordingly has not consolidated its
results. The accompanying financial statements present snap's financial results
using the equity method of accounting effective January 1, 1998. Included in
equity losses on the accompanying 1998 statement of operations are losses of
$11,796,344 related to snap. As of December 31, 1998 the Company's investment in
snap has been reduced to zero.

(9)      SEGMENT INFORMATION

         The Company has adopted the provisions of SFAS No. 131, "Disclosure
About Segments of an Enterprise and Related Information." SFAS No. 131
establishes standards for the reporting by public business enterprises of
information about operating segments, products and services, geographic areas
and major customers. The method for determining what information to report is
based on the way that management organizes the operating segments within the
Company for making operating decisions and assessing financial performance.

         The Company's chief operating decision maker is considered to be the
Company's Chief Executive Officer ("CEO"). The CEO reviews financial information
presented on a consolidated basis accompanied by disaggregated information about
revenue and cost of revenue by operating segment for purposes of making
operating decisions and assessing financial performance. The consolidated
information reviewed by the CEO is identical to the information presented in the
accompanying financial statement of operations. The Company operates in two
segments, television and CNET Online, the Company's Internet operation. Asset
information regarding television and CNET Online operations is as follows:


<TABLE>
<CAPTION>
                             1998           1997
                          ----------     ----------
<S>                       <C>            <C>
Television                 3,166,809      3,304,110
CNET Online               85,187,643     54,957,568
                          ----------     ----------
Consolidated Total        88,354,452     58,261,678
                          ==========     ==========
</TABLE>


                                       24
<PAGE>   25

                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1997 AND 1998
                   (INFORMATION AS OF AND FOR THE THREE MONTHS
                   ENDED MARCH 31, 1998 AND 1999 IS UNAUDITED)


(10)     SUBSEQUENT EVENTS

         On February 9, 1999, the Company announced an agreement with America
Online, Inc., ("AOL"), whereby the Company will become the exclusive provider of
computer hardware and software buying guides on the AOL service and on AOL.com,
as well as the primary provider of computer buying guides on CompuServe, Digital
City, AOL Hometown and certain AOL international properties. Under the terms of
the agreement, AOL will receive guaranteed payments from the Company in the
amount of $14.5 million over approximately 27 months.

         On February 16, 1999, the Company acquired NetVentures, Inc., in a
stock ("NetVentures"), in a stock-for-stock exchange valued at approximately
$12.5 million. NetVentures owns and operates ShopBuilder, an online
store-creation system.

         On February 19, 1999, the Company acquired AuctionGate Interactive,
Inc., ("AuctionGate"),in a stock-for-stock exchange valued at approximately $6.5
million. AuctionGate owns and operates AuctionGate.com, an auction site
specializing in computer products.

         On February 26, 1999, the Company acquired the assets of Winfiles.com,
a leading downloading service, from Jenesys, LLC, for a total purchase price of
$11.5 million, payable in cash in two installments of $5.75 million.

         On March 8, 1999, the Company completed a private placement with gross
proceeds of $172,915,0000 of 5% convertible subordinated notes. The placement
will be subject to certain fees and expenses. The notes are convertible, at the
option of the noteholder, into shares of common stock.

         On March 22, 1999, the Company acquired KillerApp Corporation in a
stock-for-stock exchange valued at approximately $46 million. KillerApp owns and
operates KillerApp.com, an online comparison shopping service for computer and
consumer related products.

         In March 1999, BuyDirect entered into a merger agreement with
beyond.com. This merger will result in our owning approximately 800,000 shares
of beyond.com as a result of our ownership interest in BuyDirect.


                                       25
<PAGE>   26

                                   SCHEDULE II

                                   CNET, INC.
                        VALUATION AND QUALIFYING ACCOUNTS
                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
                        (Numbers presented in thousands)

Additions


<TABLE>
<CAPTION>
                                                                Additions
                                                       --------------------------
                                      Balance at       Charged to      Charged to                         Balance
                                     Beginning of      Costs and         Other          Deductions        at End
                                        Period          Expenses        Accounts         Describe        of Period
                                     ------------      ----------      ----------       ----------       ---------
<S>                                  <C>               <C>             <C>              <C>              <C>
                         1998
Allowance for                                                                             $ 743(1)
   doubtful accounts                    $ 461           $1,443            $621(3)         $  60(2)        $ 1,722
                         1997
Allowance for
   doubtful accounts                    $ 100           $  578              --            $ 217(1)        $   461
                         1996
Allowance for
   doubtful accounts                    $  25           $   75              --               --           $   100
</TABLE>

(1)      Accounts written off.
(2)      Part of sale of Buy Direct, Inc.
(3)      Amounts charged to revenue to cover underdelivery of guaranteed
         impressions.


                                       26
<PAGE>   27


S-2      Independent Auditors' Report on Schedule

The Board of Directors
CNET, Inc.

         Under date of February 9, 1999, except as to paragraph 5 of footnote 5
and footnote 10, which are as of March 22, 1999, we reported on the consolidated
balance sheets of CNET, Inc., and subsidiaries as of December 31, 1998 and 1997,
and the related consolidated statements of operations, stockholders' equity, and
cash flows for each of the years in the three-year period ended December 31,
1998, as contained in the annual report on Form 10-K for the year 1998. In
connection with our audits of the aforementioned consolidated financial
statements, we also audited the related consolidated financial statements
schedule in the annual report on Form 10-K for the year 1998. This financial
statement schedule is the responsibility of the Company's management. Our
responsibility is to express an opinion on this financial statement schedule
based on our audits.

         In our opinion, such consolidated financial statement schedule, when
considered in relation to the basic consolidated financial statements taken as a
whole presents fairly, in all material respects, the information set forth
therein.

                                             KPMG LLP

San Francisco, California
March 22, 1999


                                       27
<PAGE>   28

FINANCIAL STATEMENTS OF SNAP! LLC

         The audited financial statements of Snap! LLC for the years ended
December 31, 1998 and December 31, 1997 are incorporated by reference to pages
F-34 to F-50 of the Registration Statement on Form S-4 of NBC Internet, Inc.
(Registration No. 333-82639) filed November 1, 1999.


                                       28
<PAGE>   29

ITEM 14.         EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)      EXHIBITS:

(1)      Financial Statements. The following consolidated financial statements
         are filed as a part of this report under Item 8, "Financial Statements
         and Supplementary Data":

         Consolidated Balance Sheets as of December 31, 1998 and 1997

         Consolidated Statements of Income for the years ended December 31,
         1998, 1997 and 1996

         Consolidated Statements of Stockholders' Equity for the years ended
         December 31, 1998, 1997 and 1996

         Consolidated Statements of Cash Flows for the years ended December 31,
         1998, 1997 and 1996

         Notes to Consolidated Financial Statements

         Independent Auditors' Report of KPMG LLP

         SNAP! LLC Balance Sheet as of December 31, 1998 and 1997 and as of
         March 31, 1999

         SNAP! LLC Statements of Operations for the years ended December 31,
         1998 and 1997 and for the three months ended March 31, 1999 and 1998

         SNAP! LLC Statements of Members' Equity (Deficit) for the years ended
         December 31, 1998 and 1997 and for the three months ended March 31,
         1999 and 1998

         SNAP! LLC Statements of Cash Flows for the years ended December 31,
         1998 and 1997 and for the three months ended March 31, 1999 and 1998

         Notes to Financial Statements

         Independent Auditors' Report of KPMG LLP


(2)      Financial Statement Schedules. The following financial statement
         schedules are filed as part of this report:

         Schedule II Valuation and Qualifying Accounts for CNET, Inc.

         Independent auditors report on schedule for CNET, Inc.

         Schedule II Valuation and Qualifying Accounts for SNAP! LLC

         Independent auditors report on schedule for SNAP! LLC


                                       29
<PAGE>   30

(3)      Exhibits

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit No.
<S>              <C>       <C>
3.1(1)            --       Finder.com, Inc. and Virtual Software Library, Inc. into CNET, Inc.

3.2(2)            --       Certificate of Amendment of Certificate of Incorporation of the Company

3.3(3)            --       Certificate of Ownership and Merger of Gamecenter.com, Inc., Finder.com, Inc., Buyer.com, Inc. and
                           Virtual Software Library, Inc. into CNET, Inc.

3.4(1)            --       Amended and Restated Bylaws of the Company

4.1(1)            --       Specimen of Common Stock Certificate

10.1(1)           --       CNET, Inc. Amended and Restated Stock Option Plan

10.2(1)           --       Employment Agreement, dated as of October 19, 1994, between the Company and Halsey M. Minor

10.3(3)           --       Employment Agreement, dated as of October 19, 1994, between the Company and Shelby W. Bonnie

10.4(1)           --       Employment Agreement, dated to be effective as of December 1, 1993 and amended as of August 1, 1995 and
                           as of April 1, 1996, between the Company and Kevin Wendle

10.5(1)           --       Employment Agreement, dated to be effective as of February 20, 1995 and amended as of September 19,
                           1995, between the Company and Jonathan Rosenberg

10.6(1)           --       Option Exercise Agreement, dated as of April 9, 1996, between the Company and Kevin Wendle

10.7(1)           --       Promissory Note of Kevin Wendle, payable to the Company, dated as of April 9, 1996

10.8(1)           --       Lease Agreement, dated as of January 28, 1994, between the Company and Montgomery/North Associates and
                           amended as of January 31, 1995 and as of October 19, 1995

10.9(1)           --       Lease, dated as of October 19, 1995, between the Company and The Ronald and Barbara Kaufman Revocable
                           Trust, et al.

10.10(1)          --       Agreement, dated as of February 1, 1995, between the Company to USA Networks

10.11(1)          --       Warrant to Purchase Common Stock, dated February 9 1995, issued by the Company to USA Networks

10.12(1)          --       Series C Convertible Preferred Stock Purchase Warrant, dated as of May 25, 1995, issued by the Company
                           to Vulcan Ventures Incorporated
</TABLE>


                                       30
<PAGE>   31


<TABLE>
<S>              <C>       <C>
10.13(1)          --       Series D Convertible Preferred Stock Purchase Warrant, dated as of January 23, 1996. issued by the
                           Company to the Bonnie Family Partnership

10.14(1)          --       Operating Agreement of E! Online, LLC, dated as of January 30, 1996, between the Company and E!
                           Entertainment Television, Inc.

10.15(1)          --       Series D Convertible Preferred Stock Purchase Warrant, dated as of February 20, 1996 issued by the
                           Company to Vulcan Ventures Incorporated

10.16(1)          --       Amended and Restated Agreement , dated as of July 1, 1996, between the Company and USA Networks

10.17(1)          --       Subscription Agreement, dated as of April 26, 1996, between the Company and the Series E Purchasers
                           identified therein

10.18(1)          --       1996 Employee Stock Purchase Plan of the Company

10.19(1)          --       Stock Purchase Agreement between Intel Corporation and the Company dated July 1, 1996

10.20(4)          --       Stock Purchase Agreement between Vignette Corporation and the Company

10.21(5)          --       Letter Agreement, dated February 20, 1997, between the Company and Kevin Wendle

10.22(2)          --       CNET, Inc. 1997 Stock Option Plan

10.23(6)          --       Stock Purchase Agreement, dated as of June 4, 1997, between Intel Corporation and the Company

10.24(7)          --       Master Agreement, dated as of June 30, 1997, among the Company, E! Entertainment Television, Inc. and E!
                           Online, LLC

10.25(8)          --       Security and Loan Agreement between Imperial Bank and the Company, dated July 24, 1997

10.26(8)          --       Note from the Company to Imperial Bank dated July 24, 1997

10.27(8)          --       Loan and Security Agreement between The CIT Group and the Company dated September 5, 1997

10.28(8)          --       Office Lease between One Beach Street, LLC and the Company dated September 24, 1997

10.29(9)          --       Stock Purchase Agreement, dated as of December 18, 1997, among the Company and the Purchasers identified
                           therein

10.30(10)         --       Agreement and Plan of Merger, dated as of May 7, 1998 by and among CNET, Inc., and CNET Acquisition
                           Corp., U. Vision Inc. and the stockholders of U. Vision Inc.

10.31(11)         --       Contribution Agreement, dated as of June 4, 1998, by and among the Company, NBC and Snap! LLC.

10.32(11)         --       Amended and Restated Limited Liability Company Agreement of Snap! LLC, dated as of June 30, by and among
                           the Company and NBC Multimedia, Inc.
</TABLE>


                                       31
<PAGE>   32

<TABLE>
<S>               <C>      <C>
10.33(11)         --       Stock Purchase Agreement, dated as of June 4, 1998, by and between the Company and NBC

10.34(2)          --       Agreement, dated as of July 1, 1998, between USA Networks and the Company

10.35(12)         --       Agreement and Plan of Merger, dated as of February 2, 1999, by and among CNET, Inc., NetVentures, Inc.
                           and the stockholders of NetVentures, Inc.

10.36(12)         --       Purchase Agreement, dated as of December 18, 1998, by and among Jenesys LLC and Steve Jenkins

10.37(12)         --       Amendment No. 1 to Purchase Agreement, dated as of January 22, 1999, by and among CNET, Inc. and Jenesys
                           LLC and Steve Jenkins

10.38(12)         --       Amendment No. 2 to Purchase Agreement, dated as of February 11, 1999, by and among CNET, Inc. and
                           Jenesys LLC and Steve Jenkins

10.39(12)         --       Agreement and Plan of Merger, dated as of February 19, 1999, by and among CNET, Inc., AuctionGate
                           Interactive, Inc. and the stockholders of AuctionGate, Inc.

10.40(13)         --       Indenture dated March 8, 1999 between the Company and The Bank of New York, as trustee

10.41(13)         --       Form of 5% Convertible Subordinated Note due 2006

10.42(13)         --       Registration Agreement dated March 8, 1999 between the Company and Salomon Smith Barney Inc. BancBoston
                           Robertson Stephens Inc. and Volpe Brown & Company, LLP, as Representatives of the Initial Purchasers

21.1(1)           --       List of Subsidiary Corporations

23.1*             --       Consent of Independent Auditors

23.2*             --       Consent of Independent Auditors

99.1*             --       Snap! LLC Financial Statements
</TABLE>

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

*        Filed herewith.

(1)      Incorporated by reference from a previously filed exhibit to the
         Company's Registration Statement on Form SB-2, registration no.
         333-4752-LA.

(2)      Incorporated by reference from a previously filed exhibit to the
         Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
         1998.

(3)      Incorporated by reference from a previously filed exhibit to the
         Company's Registration Statement on Form S-8, registration no.
         333-34491.


                                       32
<PAGE>   33

(4)      Incorporated by reference from a previously filed exhibit to the
         Company's Quarterly Report on Form 10-QSB for the quarter ended June
         30, 1996.

(5)      Incorporated by reference from an exhibit to the Company's Annual
         Report on Form 10-K for the year ended December 31, 1996.

(6)      Incorporated by reference from a previously filed exhibit to the
         Company's Quarterly Report on Form 10-QSB for the quarter ended June
         30, 1997.

(7)      Incorporated by reference from a previously filed exhibit to the
         Company's Current Report on Form 8-K dated July 11, 1997.

(8)      Incorporated by reference from a previously filed exhibit to the
         Company's Quarterly Report on Form 10-QSB for the quarter ended
         September 30, 1997.

(9)      Incorporated by reference from a previously filed exhibit to the
         Company's Annual Report on Form 10-K for the year ended December 31,
         1997.

(10)     Incorporated by reference from a previously filed exhibit to the
         Company's Current Report on Form 8-K filed May 22, 1998.

(11)     Incorporated by reference from a previously filed exhibit to the
         Company's Current Report on Form 8-K filed July 15, 1998.

(12)     Incorporated by reference from a previously filed exhibit to the
         Company's Current Report on Form 8-K filed March 1, 1999.

(13)     Incorporated by reference from a previously filed exhibit to the
         Company's Annual Report on Form 10-K for the year ended December 31,
         1998.

(b)      No reports on Form 8-K were filed during the last quarter of the period
         covered by this report.


                                       33
<PAGE>   34

                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


                                       By  /s/ HALSEY M. MINOR
                                           -------------------------------------
                                           Halsey M. Minor
                                           Chairman of the Board
                                           and Chief Executive Officer

                                       Date:        November 10, 1999
                                            ------------------------------------


                                       By  /s/ DOUGLAS N. WOODRUM
                                           -------------------------------------
                                           Douglas N. Woodrum
                                           Executive Vice President and
                                           Chief Financial Officer

                                       Date:        November 10, 1999
                                            ------------------------------------


         In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.


                                       By  /s/ HALSEY M. MINOR
                                           -------------------------------------
                                           Halsey M. Minor
                                           Chairman of the Board
                                           and Chief Executive Officer

                                       Date:        November 10, 1999
                                            ------------------------------------


                                       By  /s/ SHELBY W. BONNIE
                                           -------------------------------------
                                           Shelby W. Bonnie
                                           Vice Chairman of the Board

                                       Date:        November 10, 1999
                                            ------------------------------------


<PAGE>   35

                                       By  /s/ DOUGLAS N. WOODRUM
                                           -------------------------------------
                                           Douglas N. Woodrum
                                           Director, Executive Vice President
                                           and Chief Financial Officer

                                       Date:        November 10, 1999
                                            ------------------------------------


                                       By
                                           -------------------------------------
                                           John C. "Bud" Colligan
                                           Director

                                       Date:
                                            ------------------------------------


                                       By
                                           -------------------------------------
                                           Mitchell Kertzman
                                           Director

                                       Date:        November   , 1999
                                            ------------------------------------


                                       By
                                           -------------------------------------
                                           Eric Robison
                                           Director

                                       Date:        November   , 1999
                                            ------------------------------------


                                       By  /s/ DAVID P. OVERMYER
                                           -------------------------------------
                                           David P. Overmyer
                                           Vice President,  Finance and
                                             Administration (Principal
                                             Accounting Officer)

                                       Date:        November 10, 1999
                                            ------------------------------------

<PAGE>   36
                               INDEX TO EXHIBITS


<TABLE>
<CAPTION>
Exhibit No.                Description
-----------                -----------
<S>              <C>       <C>
3.1(1)            --       Finder.com, Inc. and Virtual Software Library, Inc. into CNET, Inc.

3.2(2)            --       Certificate of Amendment of Certificate of Incorporation of the Company

3.3(3)            --       Certificate of Ownership and Merger of Gamecenter.com, Inc., Finder.com, Inc., Buyer.com, Inc. and
                           Virtual Software Library, Inc. into CNET, Inc.

3.4(1)            --       Amended and Restated Bylaws of the Company

4.1(1)            --       Specimen of Common Stock Certificate

10.1(1)           --       CNET, Inc. Amended and Restated Stock Option Plan

10.2(1)           --       Employment Agreement, dated as of October 19, 1994, between the Company and Halsey M. Minor

10.3(3)           --       Employment Agreement, dated as of October 19, 1994, between the Company and Shelby W. Bonnie

10.4(1)           --       Employment Agreement, dated to be effective as of December 1, 1993 and amended as of August 1, 1995 and
                           as of April 1, 1996, between the Company and Kevin Wendle

10.5(1)           --       Employment Agreement, dated to be effective as of February 20, 1995 and amended as of September 19,
                           1995, between the Company and Jonathan Rosenberg

10.6(1)           --       Option Exercise Agreement, dated as of April 9, 1996, between the Company and Kevin Wendle

10.7(1)           --       Promissory Note of Kevin Wendle, payable to the Company, dated as of April 9, 1996

10.8(1)           --       Lease Agreement, dated as of January 28, 1994, between the Company and Montgomery/North Associates and
                           amended as of January 31, 1995 and as of October 19, 1995

10.9(1)           --       Lease, dated as of October 19, 1995, between the Company and The Ronald and Barbara Kaufman Revocable
                           Trust, et al.

10.10(1)          --       Agreement, dated as of February 1, 1995, between the Company to USA Networks

10.11(1)          --       Warrant to Purchase Common Stock, dated February 9 1995, issued by the Company to USA Networks

10.12(1)          --       Series C Convertible Preferred Stock Purchase Warrant, dated as of May 25, 1995, issued by the Company
                           to Vulcan Ventures Incorporated
</TABLE>


<PAGE>   37

<TABLE>
<S>              <C>       <C>
10.13(1)          --       Series D Convertible Preferred Stock Purchase Warrant, dated as of January 23, 1996. issued by the
                           Company to the Bonnie Family Partnership

10.14(1)          --       Operating Agreement of E! Online, LLC, dated as of January 30, 1996, between the Company and E!
                           Entertainment Television, Inc.

10.15(1)          --       Series D Convertible Preferred Stock Purchase Warrant, dated as of February 20, 1996 issued by the
                           Company to Vulcan Ventures Incorporated

10.16(1)          --       Amended and Restated Agreement , dated as of July 1, 1996, between the Company and USA Networks

10.17(1)          --       Subscription Agreement, dated as of April 26, 1996, between the Company and the Series E Purchasers
                           identified therein

10.18(1)          --       1996 Employee Stock Purchase Plan of the Company

10.19(1)          --       Stock Purchase Agreement between Intel Corporation and the Company dated July 1, 1996

10.20(4)          --       Stock Purchase Agreement between Vignette Corporation and the Company

10.21(5)          --       Letter Agreement, dated February 20, 1997, between the Company and Kevin Wendle

10.22(2)          --       CNET, Inc. 1997 Stock Option Plan

10.23(6)          --       Stock Purchase Agreement, dated as of June 4, 1997, between Intel Corporation and the Company

10.24(7)          --       Master Agreement, dated as of June 30, 1997, among the Company, E! Entertainment Television, Inc. and E!
                           Online, LLC

10.25(8)          --       Security and Loan Agreement between Imperial Bank and the Company, dated July 24, 1997

10.26(8)          --       Note from the Company to Imperial Bank dated July 24, 1997

10.27(8)          --       Loan and Security Agreement between The CIT Group and the Company dated September 5, 1997

10.28(8)          --       Office Lease between One Beach Street, LLC and the Company dated September 24, 1997

10.29(9)          --       Stock Purchase Agreement, dated as of December 18, 1997, among the Company and the Purchasers identified
                           therein

10.30(10)         --       Agreement and Plan of Merger, dated as of May 7, 1998 by and among CNET, Inc., and CNET Acquisition
                           Corp., U. Vision Inc. and the stockholders of U. Vision Inc.

10.31(11)         --       Contribution Agreement, dated as of June 4, 1998, by and among the Company, NBC and Snap! LLC.

10.32(11)         --       Amended and Restated Limited Liability Company Agreement of Snap! LLC, dated as of June 30, by and among
                           the Company and NBC Multimedia, Inc.
</TABLE>


<PAGE>   38

<TABLE>
<S>               <C>      <C>
10.33(11)         --       Stock Purchase Agreement, dated as of June 4, 1998, by and between the Company and NBC

10.34(2)          --       Agreement, dated as of July 1, 1998, between USA Networks and the Company

10.35(12)         --       Agreement and Plan of Merger, dated as of February 2, 1999, by and among CNET, Inc., NetVentures, Inc.
                           and the stockholders of NetVentures, Inc.

10.36(12)         --       Purchase Agreement, dated as of December 18, 1998, by and among Jenesys LLC and Steve Jenkins

10.37(12)         --       Amendment No. 1 to Purchase Agreement, dated as of January 22, 1999, by and among CNET, Inc. and Jenesys
                           LLC and Steve Jenkins

10.38(12)         --       Amendment No. 2 to Purchase Agreement, dated as of February 11, 1999, by and among CNET, Inc. and
                           Jenesys LLC and Steve Jenkins

10.39(12)         --       Agreement and Plan of Merger, dated as of February 19, 1999, by and among CNET, Inc., AuctionGate
                           Interactive, Inc. and the stockholders of AuctionGate, Inc.

10.40 (13)        --       Indenture dated March 8, 1999 between the Company and The Bank of New York, as trustee

10.41 (13)        --       Form of 5% Convertible Subordinated Note due 2006

10.42 (13)        --       Registration Agreement dated March 8, 1999 between the Company and Salomon Smith Barney Inc. BancBoston
                           Robertson Stephens Inc. and Volpe Brown & Company, LLP, as Representatives of the Initial Purchasers

21.1(1)           --       List of Subsidiary Corporations

23.1*             --       Consent of Independent Auditors

23.2*             --       Consent of Independent Auditors

99.1*             --       Snap! LLC Financial Statements
</TABLE>

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

*        Filed herewith.

(1)      Incorporated by reference from a previously filed exhibit to the
         Company's Registration Statement on Form SB-2, registration no.
         333-4752-LA.

(2)      Incorporated by reference from a previously filed exhibit to the
         Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
         1998.

(3)      Incorporated by reference from a previously filed exhibit to the
         Company's Registration Statement on Form S-8, registration no.
         333-34491.

<PAGE>   39

(4)      Incorporated by reference from a previously filed exhibit to the
         Company's Quarterly Report on Form 10-QSB for the quarter ended June
         30, 1996.

(5)      Incorporated by reference from an exhibit to the Company's Annual
         Report on Form 10-K for the year ended December 31, 1996.

(6)      Incorporated by reference from a previously filed exhibit to the
         Company's Quarterly Report on Form 10-QSB for the quarter ended June
         30, 1997.

(7)      Incorporated by reference from a previously filed exhibit to the
         Company's Current Report on Form 8-K dated July 11, 1997.

(8)      Incorporated by reference from a previously filed exhibit to the
         Company's Quarterly Report on Form 10-QSB for the quarter ended
         September 30, 1997.

(9)      Incorporated by reference from a previously filed exhibit to the
         Company's Annual Report on Form 10-K for the year ended December 31,
         1997.

(10)     Incorporated by reference from a previously filed exhibit to the
         Company's Current Report on Form 8-K filed May 22, 1998.

(11)     Incorporated by reference from a previously filed exhibit to the
         Company's Current Report on Form 8-K filed July 15, 1998.

(12)     Incorporated by reference from a previously filed exhibit to the
         Company's Current Report on Form 8-K filed March 1, 1999.

(13)     Incorporated by reference from a previously filed exhibit to the
         Company's Annual Report on Form 10-K for the year ended December 31,
         1998.