EXHIBIT 10.42


5% Convertible Subordinated Notes due 2006
REGISTRATION AGREEMENT
New York, New York
March 8, 1999
Salomon Smith Barney Inc.
BancBoston Robertson Stephens Inc.
Volpe Brown Whelan & Company, LLP
As Representatives of the Initial Purchasers Named in
Schedule I to the Purchase Agreement (as defined below)
388 Greenwich Street
New York, New York 10013
Ladies and Gentlemen:
CNET, Inc., a Delaware corporation (the "Company"), proposes to 
issue and sell (such issuance and sale, the "Initial Placement") to 
the several parties named in Schedule I to the Purchase Agreement 
(the "Initial Purchasers") for whom you (the "Representatives") are 
acting as representatives, upon the terms set forth in a purchase 
agreement dated March 3, 1999 (the "Purchase Agreement"), 
$150,000,000 aggregate principal amount (plus up to an additional 
$37,500,000 aggregate principal amount to cover over-allotments, if 
any) of its 5% Convertible Subordinated Notes due 2006 (the 
"Securities").  The Securities will be convertible into shares of 
common stock, par value $.0001 per share, of the Company at the 
conversion price set forth in the Offering Memorandum (as defined 
herein), as the same may be adjusted from time to time pursuant to 
the Indenture referred to below.  As an inducement to you to enter 
into the Purchase Agreement and in satisfaction of a condition to 
your obligations thereunder, the Company agrees with you, (i) for 
your benefit and (ii) for the benefit of the holders from time to 
time of the Securities and the Common Stock issuable upon conversion 
of the Securities (including you), as follows:
1. Definitions.  Capitalized terms used herein without 
definition shall have the respective meanings set forth in the 
Purchase Agreement.  As used in this Agreement, the following 
capitalized terms shall have the following meanings:
"Act" means the Securities Act of 1933, as amended, and the 
rules and regulations of the SEC promulgated thereunder.
"Affiliate" of any specified person means any other person, 
directly or indirectly, controlling or controlled by or under direct 
or indirect common control with such specified person.  For the 
purposes of this definition, "control" (including, with correlative 
meanings, the terms "controlling", "controlled by" and "under common 
control with"), as used with respect to any person, shall mean the 
possession, directly or indirectly, of the power to direct or cause 
the direction of the management or policies of such person, whether 
through the ownership of voting securities or by agreement or 
otherwise.
"Business Day" has the meaning set forth in the Indenture.
"Closing Date" means March 8, 1999.
"Common Stock" means the common stock, par value $.0001 per 
share, of the Company, as it exists on the date of this Agreement and 
any other shares of capital stock or other securities of the Company 
into which such Common Stock may be reclassified or changed, together 
with any and all other securities which may from time to time be 
issuable upon conversion of Securities.
"Damages Payment Date" means, with respect to the Securities or 
the Common Stock issuable upon conversion thereof, as applicable, 
each Interest Payment Date; and in the event that any Security, or 
portion thereof, is called for redemption or surrendered for purchase 
by the Company and not withdrawn pursuant to a Designated Event Offer 
(as defined in the Indenture), the relevant redemption date or 
Designated Event Payment Date (as defined in the Indenture), as the 
case may be, shall also be a Damages Payment Date with respect to 
such Security, or portion thereof, unless the Indenture provides that 
accrued and unpaid interest on the Security (or portion thereof) to 
be redeemed or repurchased, as the case may be, is to be paid to the 
person who was the Holder thereof on a record date prior to such 
redemption date or Designated Event Payment Date, as the case may be, 
in which case the Damages Payment Date shall be the date on which 
interest is payable to such Record Holder.
"Default Rate" has the meaning set forth in the Indenture.
"DTC" has the meaning set forth in Section 3(k) hereof.
"Exchange Act" means the Securities Exchange Act of 1934, as 
amended, and the rules and regulations of the SEC promulgated 
thereunder.
"Final Maturity Date" means March 1, 2006.
"Holder" means a person who is a holder or beneficial owner 
(including the Initial Purchasers) of any Securities or shares of 
Common Stock issued upon conversion of Securities; provided that, 
unless otherwise expressly stated herein, only registered holders of 
Securities or Common Stock issued on conversion thereof shall be 
counted for purposes of calculating any proportion of holders 
entitled to take any action or give notice pursuant to this 
Agreement.
"Indenture" means the Indenture relating to the Securities 
dated as of March 8, 1999, between the Company and The Bank of New 
York, as trustee, as the same may be amended from time to time in 
accordance with the terms thereof.
"Initial Placement" has the meaning set forth in the preamble 
hereto.
"Initial Purchasers" has the meaning set forth in the preamble 
hereto.
"Interest Payment Date" shall mean each March 1 and September 
1.
"Liquidated Damages" has the meaning set forth in Section 2(e) 
hereof.
"Majority Holders" means the Holders of a majority of the then 
outstanding aggregate principal amount of Securities registered under 
a Shelf Registration Statement; provided that Holders of Common Stock 
issued upon conversion of Securities shall be deemed to be Holders of 
the aggregate principal amount of Securities from which such Common 
Stock was converted; and provided, further, that Securities or Common 
Stock which have been sold or otherwise transferred pursuant to the 
Shelf Registration Statement shall not be included in the calculation 
of Majority Holders.
"Majority Underwriting Holders" means, with respect to any 
Underwritten Offering, the Holders of a majority of the then 
outstanding aggregate principal amount of Securities registered under 
any Shelf Registration Statement whose Securities are or are to be 
included in such Underwritten Offering; provided that Holders of 
Common Stock issued upon conversion of Securities should be deemed to 
be Holders of the aggregate principal amount of Securities from which 
such Common Stock was converted.
"Managing Underwriters" means the Underwriter or Underwriters 
that shall administer an Underwritten Offering.
"NASD" has the meaning set forth in Section 3(i) hereof.
"Notice and Questionnaire" means a Notice of Registration 
Statement and Selling Securityholder Questionnaire substantially in 
the form of Exhibit A hereto.
"Offering Memorandum" means the Final Memorandum as defined in 
the Purchase Agreement.
"Person" and "person" have the meaning set forth in the 
Indenture.
"Prospectus" means the prospectus included in any Shelf 
Registration Statement (including, without limitation, a prospectus 
that discloses information previously omitted from a prospectus filed 
as part of an effective registration statement in reliance upon Rule 
430A under the Act), as amended or supplemented by any prospectus 
supplement, with respect to the terms of the offering of any portion 
of the Securities or Common Stock issuable upon conversion thereof 
covered by such Shelf Registration Statement, and all amendments and 
supplements to such prospectus, including all documents incorporated 
or deemed to be incorporated by reference in such prospectus.
"Purchase Agreement" has the meaning set forth in the preamble 
hereto.
"Record Holder" means (i) with respect to any Damages Payment 
Date which occurs on an Interest Payment Date, each person who is 
registered on the books of the registrar as the holder of Securities 
at the close of business on the record date with respect to such 
Interest Payment Date and (ii) with respect to any Damages Payment 
Date relating to the Common Stock issued upon conversion thereof, 
each person who is a holder of record of such Common Stock fifteen 
days prior to the Damages Payment Date.
"Registration Default" has the meaning set forth in 
Section 2(e) hereof.
"Representatives" has the meaning set forth in the preamble 
thereto.
"Rule 144" means Rule 144 (or any successor provision) under 
the Act.
"SEC" means the Securities and Exchange Commission.
"Securities" has the meaning set forth in the preamble hereto.
"Shelf Registration" means a registration effected pursuant to 
Section 2 hereof.
"Shelf Registration Period" has the meaning set forth in 
Section 2(c) hereof.
"Shelf Registration Statement" means a "shelf" registration 
statement of the Company pursuant to the provisions of Section 2 
hereof which covers all of the Securities and the Common Stock 
issuable upon conversion thereof, as applicable, on Form S-3 or on 
another appropriate form for an offering to be made on a delayed or 
continuous basis pursuant to Rule 415 under the Act, or any similar 
rule that may be adopted by the SEC, and all amendments and 
supplements to such registration statement, including post-effective 
amendments, in each case including the Prospectus contained therein, 
all exhibits thereto and all documents incorporated or deemed to be 
incorporated by reference therein.
"Stock Split" has the meaning set forth in the Indenture.
"Suspension Period" has the meaning set forth in Section 2(d) 
hereof.
"Transfer Restricted Securities" means each Security and each 
share of Common Stock issued upon conversion thereof until the date 
on which such Security or share of Common Stock, as the case may be, 
(i) has been transferred pursuant to the Shelf Registration Statement 
or another registration statement covering such Security or share of 
Common Stock which has been filed with the SEC pursuant to the Act, 
in either case after such registration statement has become effective 
and while such registration statement is effective under the Act, 
(ii) has been transferred pursuant to Rule 144 under the Act (or any 
similar provision then in force), or (iii) may be sold or transferred 
pursuant to Rule 144(k) under the Act (or any successor provision 
then in force).
"Trustee" means the trustee with respect to the Securities 
under the Indenture.
"Underwriter" means any underwriter of Securities or Common 
Stock issuable upon conversion thereof in connection with an offering 
thereof under a Shelf Registration Statement.
"Underwritten Offering" means an offering in which the 
Securities or Common Stock issued upon conversion thereof are sold to 
an Underwriter or with the assistance of an Underwriter for 
reoffering to the public.
All references in this Agreement to financial statements and 
schedules and other information which is "contained", "included", or 
"stated" in the Shelf Registration Statement, any preliminary 
Prospectus or Prospectus (and all other references of like import) 
shall be deemed to mean and include all such financial statements and 
schedules and other information which is incorporated or deemed to be 
incorporated by reference in such Shelf Registration Statement, 
preliminary Prospectus or Prospectus, as the case may be; and all 
references in this Agreement to amendments or supplements to the 
Shelf Registration Statement, any preliminary Prospectus or 
Prospectus shall be deemed to mean and include the filing of any 
document under the Exchange Act, after the date of such Shelf 
Registration Statement, preliminary Prospectus or Prospectus, as the 
case may be, which is incorporated or deemed to be incorporated by 
reference therein.
2. Shelf Registration Statement.
(a) The Company shall prepare and, not later than 60 days 
following the Closing Date, shall file with the SEC a Shelf 
Registration Statement with respect to resales of the Securities and 
the Common Stock issuable upon conversion thereof by the Holders from 
time to time in accordance with the methods of distribution elected 
by such Holders and set forth in such Shelf Registration Statement 
and thereafter shall use its reasonable best efforts to cause such 
Shelf Registration Statement to be declared effective under the Act 
within 150 days after the Closing Date; provided that if any 
Securities are issued upon exercise of the over-allotment option 
granted to the Initial Purchasers in the Purchase Agreement and the 
date on which such Securities are issued occurs after the Closing 
Date, the Company will take such steps, prior to the effective date 
of the Shelf Registration Statement, to ensure that such Securities 
and Common Stock issuable upon conversion thereof are included in the 
Shelf Registration Statement on the same terms as the Securities 
issued on the Closing Date.  The Company shall supplement or amend 
the Shelf Registration Statement if required by the rules, 
regulations or instructions applicable to the registration form used 
by the Company for the Shelf Registration Statement, if required by 
the Act, the Exchange Act or the SEC.
(b) (1)	Not less than 30 calendar days prior to the 
effectiveness of the Shelf Registration Statement, the Company shall 
mail the Notice and Questionnaire to the Holders of Securities and 
Common Stock issued upon conversion thereof.  No Holder shall be 
entitled to be named as a selling securityholder in the Shelf 
Registration Statement, and no Holder shall be entitled to use the 
Prospectus forming a part thereof for resales of Securities or Common 
Stock issued upon conversion thereof at any time, unless such Holder 
has returned a completed and signed Notice and Questionnaire to the 
Company by the deadline for responses set forth therein; provided, 
however, that Holders of Securities or Common Stock issued upon 
conversion thereof shall have at least 20 calendar days from the date 
on which the Notice and Questionnaire is first mailed to such Holders 
to return a completed and signed Notice and Questionnaire to the 
Company.
(2)	After the Shelf Registration Statement has become 
effective, the Company shall, upon the request of any Holder of 
Securities or Common Stock issued or issuable upon conversion thereof 
that has not returned a completed Notice and Questionnaire, promptly 
send a Notice and Questionnaire to such Holder.  The Company shall 
not be required to take any action to name such Holder as a selling 
securityholder in the Shelf Registration Statement or to enable such 
Holder to use the Prospectus forming a part thereof for resales of 
Securities or Common Stock issued or issuable upon conversion thereof 
until such Holder has returned a completed and signed Notice and 
Questionnaire to the Company, whereupon the Company will be required 
to take such action.
(c) The Company shall keep the Shelf Registration Statement 
continuously effective under the Act in order to permit the 
Prospectus forming part thereof to be usable by all Holders until the 
earliest of (i) the second anniversary of the Closing Date or, if 
later, the second anniversary of the last date on which any 
Securities are issued upon exercise of the Initial Purchasers' over-
allotment option, (ii) the date on which all the Securities and 
Common Stock issued or issuable upon conversion thereof may be sold 
by non-affiliates ("affiliates" for such purpose having the meaning 
set forth in Rule 144) of the Company pursuant to paragraph (k) of 
Rule 144 (or any successor provision) promulgated by the SEC under 
the Act, (iii) the date as of which all the Securities and Common 
Stock issued or issuable upon conversion thereof have been 
transferred pursuant to Rule 144 under the Securities Act (or any 
similar provision then in force) and (iv) such date as of which all 
the Securities and the Common Stock issued or issuable upon 
conversion thereof have been sold pursuant to the Shelf Registration 
Statement (in any such case, such period being called the "Shelf 
Registration Period").  The Company will, subject to Section 2(d), 
prepare and file with the SEC such amendments and post-effective 
amendments to the Shelf Registration Statement as may be necessary to 
keep the Shelf Registration Statement continuously effective for the 
Shelf Registration Period; subject to Section 2(d), cause the related 
Prospectus to be supplemented by any required supplement, and as so 
supplemented to be filed pursuant to Rule 424 (or any similar 
provisions then in force) under the Act; and, comply in all material 
respects with the provisions of the Act with respect to the 
disposition of all securities covered by the Shelf Registration 
Statement during the applicable period in accordance with the 
intended methods of disposition by the sellers thereof set forth in 
such Shelf Registration Statement as so amended or such Prospectus as 
so supplemented.
(d) The Company may suspend the use of the Prospectus for a 
period not to exceed 30 days in any three-month period or for three 
periods not to exceed an aggregate of 90 days in any twelve-month 
period (the "Suspension Period") for valid business reasons, to be 
determined by the Company in its sole reasonable judgment (not 
including avoidance of the Company's obligations hereunder), 
including, without limitation, the acquisition or divestiture of 
assets, public filings with the SEC, pending corporate developments 
and similar events; provided that the Company promptly thereafter 
complies with the requirements of Section 3(j) hereof, if applicable; 
provided, that the existence of a Suspension Period will not prevent 
the occurrence of a Registration Default or otherwise limit the 
obligation of the Company to pay Liquidated Damages.  The Company 
shall provide notice to the Holders of a Suspension Period as 
required under Section 3(c)(1)(iv) hereof.
(e) If (i) the Shelf Registration Statement is not filed with 
the SEC on or prior to 60 days after the Closing Date, (ii) the Shelf 
Registration Statement has not been declared effective by the SEC 
within 150 days after the Closing Date, or (iii) the Shelf 
Registration Statement is filed and declared effective but shall 
thereafter cease to be effective (without being succeeded immediately 
by a replacement shelf registration statement filed and declared 
effective) or usable (including as a result of a Suspension Period) 
for the offer and sale of Transfer Restricted Securities for a period 
of time (including any Suspension Period) which shall exceed 60 days 
in the aggregate in any twelve-month period during the period 
beginning on the Closing Date and ending on the second anniversary of 
the Closing Date or, if later, the second anniversary of the last 
date on which any Securities are issued upon exercise of the Initial 
Purchasers' over-allotment option (each such event referred to in 
clauses (i) through (iii), a "Registration Default"), the Company 
will pay liquidated damages ("Liquidated Damages") to each Holder of 
Transfer Restricted Securities who has complied with such Holder's 
obligations under this Agreement.  The amount of Liquidated Damages 
payable during any period in which a Registration Default has 
occurred and is continuing is the amount which is equal to one-
quarter of one percent (25 basis points) per annum per $1,000 
principal amount of Securities and $2.50 per annum per 6.68338 shares 
of Common Stock (subject to adjustment in the event of a stock split, 
stock recombination, stock dividend and the like) constituting 
Transfer Restricted Securities for the first 90 days during which a 
Registration Default has occurred and is continuing and one-half of 
one percent (50 basis points) per annum per $1,000 principal amount 
of Securities and $5.00 per annum per 6.68338 shares of Common Stock 
(subject to adjustment as set forth above) constituting Transfer 
Restricted Securities for any additional days during which a 
Registration Default has occurred and is continuing; provided that, 
the Company hereby agrees that, upon the occurrence of the Stock 
Split (which it is currently contemplated will occur on the date of 
this Agreement), the Liquidated Damages payable in respect of Common 
Stock shall be automatically adjusted to $2.50 per annum per 13.36675 
shares of Common Stock for the first such 90 days during which a 
Registration Default has occurred and is continuing and $5.00 per 
annum per 13.36675 shares of Common Stock for any additional days 
during which such Registration Default has occurred and is continuing 
(in each case subject to further adjustment from time to time in the 
event of a stock split, stock recombination, stock dividend and the 
like), it being understood that all calculations pursuant to this and 
the preceding sentence shall be carried out to five decimals. 
Following the cure of all Registration Defaults, Liquidated Damages 
will cease to accrue with respect to such Registration Default.  All 
accrued Liquidated Damages shall be paid by wire transfer of 
immediately available funds or by federal funds check by the Company 
on each Damages Payment Date and Liquidated Damages will be 
calculated on the basis of a 360-day year consisting of twelve 30-day 
months.  In the event that any Liquidated Damages are not paid when 
due, then to the extent permitted by law, such overdue Liquidated 
Damages, if any, shall bear interest until paid at the Default Rate, 
compounded semi-annually. The parties hereto agree that the 
Liquidated Damages provided for in this Section 2(e) constitute a 
reasonable estimate of the damages that may be incurred by Holders by 
reason of a Registration Default.
(f) All of the Company's obligations (including, without 
limitation, the obligation to pay Liquidated Damages) set forth in 
the preceding paragraph which are outstanding or exist with respect 
to any Transfer Restricted Security at the time such security ceases 
to be a Transfer Restricted Security shall survive until such time as 
all such obligations with respect to such security shall have been 
satisfied in full.
(g) Immediately upon the occurrence or the termination of a 
Registration Default, the Company shall give the Trustee, in the case 
of notice with respect to the Securities, and the transfer and paying 
agent for the Common Stock, in the case of notice with respect to 
Common Stock issued or issuable upon conversion thereof, notice of 
such commencement or termination, of the obligation to pay Liquidated 
Damages with regard to the Securities and Common Stock and the amount 
thereof and of the event giving rise to such commencement or 
termination (such notice to be contained in an Officers' Certificate 
(as such term is defined in the Indenture)), and prior to receipt of 
such Officers' Certificate the Trustee and such transfer and paying 
agent shall be entitled to assume that no such commencement or 
termination has occurred, as the case may be.
(h) All Securities which are redeemed, purchased or otherwise 
acquired by the Company or any of its subsidiaries or affiliates (as 
defined in Rule 144 (or any successor provision) under the Act) prior 
to the Final Maturity Date shall be delivered to the Trustee for 
cancellation and the Company may not hold or resell such Securities 
or issue any new Securities to replace any such Securities or any 
Securities that any Holder has converted pursuant to the Indenture. 
All shares of Common Stock issued upon conversion of the Securities 
which are repurchased or otherwise acquired by the Company or any of 
its subsidiaries or affiliates (as defined in Rule 144 (or any 
successor provision) under the Act) at any time while such shares are 
"restricted securities" within the meaning of Rule 144 shall not be 
resold or otherwise transferred except pursuant to a registration 
statement which has been declared effective under the Act.
3. Registration Procedures.  In connection with any Shelf 
Registration Statement, the following provisions shall apply:
(a) The Company shall furnish to you, prior to the 
filing thereof with the SEC, a copy of any Shelf Registration 
Statement, and each amendment thereof (excluding amendments 
caused by the filing by the Company with the SEC of a report 
required by the Exchange Act), a copy of any Prospectus, and 
each amendment or supplement, if any, to the Prospectus 
included therein and shall use its best efforts to reflect in 
each such document, when so filed with the SEC, such comments 
as Salomon Smith Barney Inc. reasonably may propose.  Salomon 
Smith Barney Inc. shall promptly furnish to the Company any 
comments it may have to such documents mentioned in the 
foregoing sentence.
(b) The Company shall ensure that (i) any Shelf 
Registration Statement and any amendment thereto and any 
Prospectus forming part thereof and any amendment or supplement 
thereto comply in all material respects with the Act and the 
rules and regulations thereunder, (ii) any Shelf Registration 
Statement and any amendment thereto does not, when it becomes 
effective, contain an untrue statement of a material fact or 
omit to state a material fact required to be stated therein or 
necessary to make the statements therein not misleading and 
(iii) any Prospectus forming part of any Shelf Registration 
Statement, and any amendment or supplement to such Prospectus, 
does not include an untrue statement of a material fact or omit 
to state a material fact necessary in order to make the 
statements therein, in light of the circumstances under which 
they were made, not misleading; provided that the Company makes 
no representation or agreement with respect to information with 
respect to you, any Underwriter or any Holder required to be 
included in any Shelf Registration or Prospectus pursuant to 
the Act or the rules and regulations thereunder and which 
information is included therein in reliance upon and in 
conformity with information furnished to the Company in writing 
by you, any Underwriter or any such Holder.
(c) (1)	The Company, as promptly as reasonably 
practicable, shall advise you and each Holder that has returned 
a completed and signed Notice and Questionnaire to the Company 
and, if requested by you or any such Holder, confirm such 
advice in writing:
 (i) when a Shelf Registration Statement and any 
amendment thereto has been filed with the SEC and when 
the Shelf Registration Statement or any post-effective 
amendment thereto has become effective;
 (ii) of any request by the SEC for amendments or 
supplements to the Shelf Registration Statement or the 
Prospectus or for additional information;
 (iii) of the determination by the Company that a 
post-effective amendment to the Shelf Registration 
Statement would be appropriate; and
 (iv) of the commencement or termination of any 
Suspension Period.
(2)	The Company shall advise you and each Holder 
that has returned a completed and signed Notice and 
Questionnaire to the Company and, if requested by you or any 
such Holder, confirm such advice in writing:
	(i)	of the issuance by the SEC of any stop order 
suspending the effectiveness of the Shelf Registration 
Statement or the initiation of any proceedings for that 
purpose;
	(ii)	of the receipt by the Company of any 
notification with respect to the suspension of the 
qualification of the Securities included in any Shelf 
Registration Statement for sale in any jurisdiction or 
the initiation or threat of any proceeding for such 
purpose; and
	(iii)	of the suspension of the use of the 
Prospectus pursuant to Section 2(d) hereof or of the 
happening of any event that requires the making of any 
changes in the Shelf Registration Statement or the 
Prospectus so that, as of such date, the statements 
therein are not misleading and the Shelf Registration 
Statement or the Prospectus, as the case may be, does not 
include an untrue statement of a material fact or omit to 
state a material fact required to be stated therein or 
necessary to make the statements therein (in the case of 
the Prospectus, in light of the circumstances under which 
they were made) not misleading (which advice shall be 
accompanied by an instruction to suspend the use of the 
Prospectus until the requisite changes have been made).
(d) The Company shall use its reasonable best efforts 
to obtain the withdrawal of any order suspending the 
effectiveness of any Shelf Registration Statement or the 
lifting of any suspension of the qualification (or exemption 
from qualification) of any of the Securities for offer or sale 
in any jurisdiction at the earliest possible time.
(e) The Company shall furnish to each Holder of 
Securities and the Common Stock issued upon conversion thereof 
included within the coverage of any Shelf Registration 
Statement, without charge, at least one copy of such Shelf 
Registration Statement and any post-effective amendment 
thereto, including financial statements and schedules, and, if 
the Holder so requests in writing, all exhibits (including 
those incorporated by reference).
(f) The Company shall, during the Shelf Registration 
Period, deliver to each Holder of Securities or the Common 
Stock issued upon conversion thereof included within the 
coverage of any Shelf Registration Statement, without charge, 
as many copies of the Prospectus (including each preliminary 
Prospectus) included in such Shelf Registration Statement and 
any amendment or supplement thereto as such Holder may 
reasonably request; and, except during the continuance of any 
Suspension Period, the Company consents to the use of the 
Prospectus or any amendment or supplement thereto by each of 
the selling Holders in connection with the offering and sale of 
the Securities or the Common Stock issued upon conversion 
thereof covered by the Prospectus or any amendment or 
supplement thereto.
(g) Prior to any offering of Securities or the Common 
Stock issued upon conversion thereof pursuant to any Shelf 
Registration Statement, the Company shall register or qualify 
or cooperate with the Holders of Securities and the Common 
Stock issued upon conversion thereof included therein and their 
respective counsel in connection with the registration or 
qualification (or exemption from such registration or 
qualification) of such Securities or Common Stock for offer and 
sale, as the case may be, under the securities or blue sky laws 
of such jurisdictions as any such Holders reasonably request in 
writing and do any and all other acts or things necessary or 
advisable to enable the offer and sale in such jurisdictions of 
the Securities and the Common Stock issued upon conversion 
thereof covered by such Shelf Registration Statement; provided, 
however, that the Company will not be required to (A) qualify 
generally to do business in any jurisdiction where it is not 
then so qualified or to (B) take any action which would subject 
it to general service of process or to taxation in any such 
jurisdiction where it is not then so subject.
(h) The Company shall cooperate with the Holders to 
facilitate the timely preparation and delivery of certificates 
representing Securities or the Common Stock issued upon 
conversion thereof to be sold pursuant to any Shelf 
Registration Statement free of any restrictive legends and in 
such denominations and registered in such names as Holders may 
request prior to sales of Securities or the Common Stock issued 
upon conversion thereof pursuant to such Shelf Registration 
Statement.
(i) Subject to the exceptions contained in (A) and (B) 
of subsection (g) hereof, the Company shall use its best 
efforts to cause the Securities and Common Stock issued upon 
conversion thereof covered by the applicable Shelf Registration 
Statement to be registered with or approved by such other 
federal, state and local governmental agencies or authorities, 
and self-regulatory organizations in the United States as may 
be necessary to enable the Holders to consummate the 
disposition of such Securities and Common Stock issued upon 
conversion thereof as contemplated by the Shelf Registration 
Statement; without limitation to the foregoing, the Company 
shall make all filings and provide all such information as may 
be required by the National Association of Securities Dealers, 
Inc. (the "NASD") in connection with the offering under the 
Shelf Registration Statement of the Securities and Common Stock 
issued upon conversion thereof (including, without limitation, 
such as may be required by NASD Rule 2710 or 2720), and shall 
cooperate with each Holder in connection with any filings 
required to be made with the NASD by such Holder in that 
regard.
(j) Upon the occurrence of any event contemplated by 
paragraph 3(c)(2)(iii) above and subject to Section 3(a) 
hereof, the Company shall promptly prepare and file with the 
SEC a post-effective amendment to any Shelf Registration 
Statement or an amendment or supplement to the related 
Prospectus or any document incorporated therein by reference or 
file a document which is incorporated or deemed to be 
incorporated by reference in such Shelf Registration Statement 
or Prospectus, as the case may be, so that, as thereafter 
delivered to purchasers of the Securities or the Common Stock 
issued upon conversion thereof included therein, the Shelf 
Registration Statement and the Prospectus, in each case as then 
amended or supplemented, will not include an untrue statement 
of a material fact or omit to state any material fact required 
to be stated therein or necessary in order to make the 
statements therein (in the case of the Prospectus in light of 
the circumstances under which they were made) not misleading 
and in the case of a post-effective amendment, use its best 
efforts to cause it to become effective as promptly as 
practicable; provided that the Company's obligations under this 
paragraph (j) shall be suspended if the Company has suspended 
the use of the Prospectus in accordance with Section 2(d) 
hereof and given notice of such suspension to Holders, it being 
understood that the Company's obligations under this Subsection 
(j) shall be automatically reinstated at the end of such 
Suspension Period.
(k) The Company shall use its reasonable best efforts 
to cause The Depository Trust Company ("DTC") on the first 
Business Day following the effective date of any Shelf 
Registration Statement hereunder or as soon as possible 
thereafter to remove (i) from any existing CUSIP number 
assigned to the Securities any designation indicating that the 
Securities are "restricted securities", which efforts shall 
include delivery to DTC of a letter executed by the Company 
substantially in the form of Exhibit B hereto and (ii) any 
other stop or restriction on DTC's system with respect to the 
Securities.  In the event the Company is unable to cause DTC to 
take actions described in the immediately preceding sentence, 
the Company shall take such actions as Salomon Smith Barney 
Inc. may reasonably request to provide, as soon as practicable, 
a CUSIP number for the Securities registered under such Shelf 
Registration Statement and to cause such CUSIP number to be 
assigned to such Securities (or to the maximum aggregate 
principal amount of the Securities to which such number may be 
assigned).  Upon compliance with the foregoing requirements of 
this Section 3(k), the Company shall provide the Trustee with 
global certificates for such Securities in a form eligible for 
deposit with DTC.
(l) The Company shall use its best efforts to comply 
with all applicable rules and regulations of the SEC and shall 
make generally available to its security holders as soon as 
practicable but in any event not later than 15 months after 
(i) the effective date of the applicable Shelf Registration 
Statement, (ii) the effective date of each post-effective 
amendment to any Shelf Registration Statement, and (iii) the 
date of each filing by the Company with the SEC of an Annual 
Report on Form 10-K that is incorporated by reference or deemed 
to be incorporated by reference in the Shelf Registration 
Statement, an earnings statement satisfying the provisions of 
Section 11(a) of the Act and Rule 158 promulgated by the SEC 
thereunder.
(m) The Company shall use its best efforts to cause the 
Indenture to be qualified under the TIA (as defined in the 
Indenture) in a timely manner.
(n) The Company shall cause all Common Stock issued or 
issuable upon conversion of the Securities to be listed on each 
securities exchange or quotation system on which the Common 
Stock is then listed no later than the date the applicable 
Shelf Registration Statement is declared effective and, in 
connection therewith, to make such filings as may be required 
under the Exchange Act and to have such filings declared 
effective as and when required thereunder.
(o) The Company may require each Holder of Securities 
or the Common Stock issued upon conversion thereof to be sold 
pursuant to any Shelf Registration Statement to furnish to the 
Company such information regarding the Holder and the 
distribution of such Securities or Common Stock sought by the 
Notice and Questionnaire and such additional information as 
may, from time to time, be required by the Act and the rules 
and regulations promulgated thereunder, and the obligations of 
the Company to any Holder hereunder shall be expressly 
conditioned on the compliance of such Holder with such request.
(p) The Company shall, if reasonably requested, use its 
best efforts to promptly incorporate in a Prospectus supplement 
or post-effective amendment to a Shelf Registration Statement 
(i) such information as the Majority Holders provide or, if the 
Securities or Common Stock are being sold in an Underwritten 
Offering, as the Managing Underwriters or the Majority 
Underwriting Holders reasonably agree should be included 
therein and provide to the Company in writing for inclusion in 
the Shelf Registration Statement or Prospectus, and (ii) such 
information as a Holder may provide from time to time to the 
Company in writing for inclusion in a Prospectus or any Shelf 
Registration Statement concerning such Holder and the 
distribution of such Holder's Securities and Common Stock and, 
in either case, shall make all required filings of such 
Prospectus supplement or post-effective amendment as soon as 
practicable after being notified in writing of the matters to 
be incorporated in such Prospectus supplement or post-effective 
amendment, provided that the Company shall not be required to 
take any action under this Section 3(p) that is not, in the 
reasonable opinion of counsel for the Company, in compliance 
with applicable law.
(q) The Company shall enter into such customary 
agreements (including underwriting agreements) and take all 
other appropriate actions as may be reasonably requested in 
order to expedite or facilitate the registration or the 
disposition of the Securities or the Common Stock issued or 
issuable upon conversion thereof, and in connection therewith, 
if an underwriting agreement is entered into, cause the same to 
contain indemnification and contribution provisions and 
procedures no less favorable than those set forth in Section 5 
(or such other reasonable and customary provisions and 
procedures acceptable to the Majority Underwriting Holders and 
the Managing Underwriters, if any, with respect to all parties 
to be indemnified pursuant to Section 5).  The plan of 
distribution in the Shelf Registration Statement and the 
Prospectus included therein shall permit resales of the 
Securities or Common Stock issuable upon conversion thereof to 
be made by selling security holders through underwriters, 
brokers and dealers, and shall also include such other 
information as Salomon Smith Barney Inc. may reasonably 
request.
(r) The Company shall (i) make reasonably available for 
inspection by the Holders of Securities and the Common Stock 
issued upon conversion thereof registered or to be registered 
under a Shelf Registration Statement, any Underwriter 
participating in any disposition pursuant to such Shelf 
Registration Statement, and any attorney, accountant or other 
agent retained by the Holders or any such Underwriter all 
relevant financial and other records, pertinent corporate 
documents and properties of the Company and its subsidiaries as 
is customary for due diligence examinations in connection with 
public offerings; (ii) cause the Company's officers, directors 
and employees to supply all relevant information reasonably 
requested by the Holders or any such Underwriter, attorney, 
accountant or agent in connection with any such Shelf 
Registration Statement as is customary for similar due 
diligence examinations; provided, however, that any information 
that is designated in writing by the Company, in its sole 
discretion, as confidential at the time of delivery of such 
information shall be kept confidential by the Holders or any 
such Underwriter, attorney, accountant or agent, unless 
disclosure thereof is made in connection with a court, 
administrative or regulatory proceeding or required by law, or 
such information has become available to the public generally 
through the Company or through a third party without an 
accompanying obligation of confidentiality; provided, further, 
that if the foregoing inspection and information gathering 
specified in subsections (i) and (ii) would, in the Company's 
reasonable judgment, disrupt the Company's conduct of business, 
such inspections and information gathering shall be coordinated 
on behalf of the Holders and the other parties entitled thereto 
by one counsel designated by or on behalf of the Majority 
Holders (or, in the case of an Underwritten Offering, the 
Majority Underwriting Holders and the Managing Underwriters); 
(iii) make such representations and warranties to the Holders 
of Securities and the Common Stock issued upon conversion 
thereof registered thereunder and the Underwriters, if any, in 
form, substance and scope as are customarily made by issuers to 
Underwriters and covering matters including, but not limited 
to, those set forth in the Purchase Agreement; (iv) obtain 
opinions of counsel to the Company and updates thereof (which 
counsel and opinions, in form, scope and substance, shall be 
reasonably satisfactory to the Managing Underwriters, if any) 
addressed to each selling Holder and the Underwriters, if any, 
covering such matters as are customarily covered in opinions 
requested in public offerings; (v) obtain "cold comfort" 
letters and updates thereof from the independent certified 
public accountants of the Company (and, if necessary, any other 
independent certified public accountants of any subsidiary of 
the Company or of any business acquired by the Company for 
which financial statements and financial data are, or are 
required to be, included in the Shelf Registration Statement), 
addressed to each selling Holder of Securities and Common Stock 
issued upon conversion thereof registered thereunder (provided 
such Holder furnishes the accountants with such representations 
as the accountants customarily require in similar situations) 
and the Underwriters, if any, in customary form and covering 
matters of the type customarily covered in "cold comfort" 
letters in connection with primary underwritten offerings; and 
(vi) deliver such documents and certificates as may be 
reasonably requested by the Majority Holders or, in the case of 
an Underwritten Offering, the Majority Underwriting Holders, 
and the Managing Underwriters, if any, including those to 
evidence compliance with Section 3(j) and with any customary 
conditions contained in the underwriting agreement or other 
agreement entered into by the Company.  The foregoing actions 
set forth in clauses (iii), (iv), (v) and (vi) of this Section 
3(r) shall be performed at (A) the effectiveness of such Shelf 
Registration Statement and each post-effective amendment 
thereto and (B) each closing under any underwriting or similar 
agreement as and to the extent required thereunder.
(s) Each Holder agrees that, upon receipt of notice of 
the happening of an event described in Sections 3(c)(1)(ii) 
through and including 3(c)(1)(iv) and Sections 3(c)(2)(i) 
through and including 3(c)(2)(iii), each Holder shall forthwith 
discontinue (and shall cause its agents and representatives to 
discontinue) disposition of the Securities and the Common Stock 
issuable upon conversion thereof and will not resume 
disposition of such Securities or the Common Stock until such 
Holder has received copies of an amended or supplemented 
Prospectus contemplated by Section 3(j) hereof, or until such 
Holder is advised in writing by the Company that the use of the 
Prospectus may be resumed or that the relevant Suspension 
Period has been terminated, as the case may be, provided that, 
the foregoing shall not prevent the sale, transfer or other 
disposition of Securities or Common Stock issuable upon 
conversion thereof by a Holder in a transaction which is exempt 
from, or not subject to, the registration requirements of the 
Act, so long as such Holder does not and is not required to 
deliver the applicable Prospectus or Shelf Registration 
Statement in connection with such sale, transfer or other 
disposition, as the case may be; and provided, further, that 
the provisions of this paragraph (s) shall not prevent the 
occurrence of a Registration Default or otherwise limit the 
obligation of the Company to pay Liquidated Damages.
(t) Anything herein to contrary notwithstanding, the 
Company will not be required to pay the costs and expenses of, 
or to participate in the marketing or "road show" presentations 
of, more than one Underwritten Offering initiated at the 
request of the Holders of Securities or shares of Common Stock 
issued or issuable upon conversion thereof, or to effect more 
than one Underwritten Offering at the request of such Holders.  
The Company will not be required to pay the costs and expenses 
of, or to participate in the marketing or "road show" 
presentations of, an Underwritten Offering unless Holders of at 
least the Minimum Amount (as defined below) of Securities 
and/or Common Stock issued or issuable on conversion thereof 
have requested that such Securities and/or shares of Common 
Stock be included in such an Underwritten Offering.  For 
purposes of this Agreement, the "Minimum Amount" means 25% of 
the aggregate principal amount of Securities originally issued 
under the Indenture; provided that, for purposes of computing 
the Minimum Amount, Holders of Common Stock issued upon 
conversion of Securities shall be deemed to be holders of the 
aggregate principal amount of Securities which were converted 
into those shares of Common Stock.  Only Holders of Securities 
or shares of Common Stock issued or issuable upon conversion 
thereof which are Transfer Restricted Securities shall be 
entitled to include such Securities or shares of Common Stock 
in an Underwritten Offering and only Transfer Restricted 
Securities shall be included in the computation of the Minimum 
Amount.  The Underwritten Offering initiated by Holders as 
aforesaid shall include both Securities and Common Stock if so 
requested by the Holders.  Upon receipt by the Company, from 
Holders of at least the Minimum Amount of Securities and/or 
Common Stock issued or issuable upon conversion thereof, of a 
request for an Underwritten Offering, the Company will, within 
10 days thereafter, mail notice to all Holders of Securities 
and shares of Common Stock issued upon conversion thereof 
stating that:  (i) the Company has received a request from the 
Holders of the requisite amount of Securities and/or Common 
Stock issued or issuable on conversion thereof to effect an 
Underwritten Offering on behalf of such Holders; (ii) under the 
terms of this Agreement, all Holders of Securities and shares 
of Common Stock issued or issuable upon conversion thereof 
which are Transfer Restricted Securities may include their 
Securities and shares of Common Stock in such Underwritten 
Offering, subject to the terms and conditions set forth in this 
Agreement and subject to the right of the Managing Underwriters 
to reduce, in light of market conditions and other similar 
factors, the aggregate principal amount of Securities and 
number of shares of Common Stock included in such Underwritten 
Offering; (iii) all Holders electing to include Securities or 
shares of Common Stock in such Underwritten Offering must 
notify the Company in writing of such election (the 
"Election"), and setting forth an address and facsimile number 
to which such written elections may be sent and the deadline 
(which shall be 12:00 midnight on the 30th calendar day after 
such notice is mailed to Holders or, if not a Business Day, the 
next succeeding Business Day (the "Deadline")) by which such 
elections must be received by the Company; and (iv) setting 
forth such other instructions as shall be necessary to enable 
Holders to include their Securities and shares of Common Stock 
in such Underwritten Offering.  No Holder shall be entitled to 
participate in an Underwritten Offering unless such Holder 
notifies the Company of such Election by the Deadline.  
Notwithstanding anything to the contrary contained herein, if 
the Managing Underwriters for an Underwritten Offering to be 
effected pursuant to this Section 3(t) advise the Holders of 
the Securities and shares of the Common Stock to be included in 
such Underwritten Offering that, because of aggregate principal 
amount of Securities and/or number of shares of Common Stock 
that such Holders have requested be included in the 
Underwritten Offering, the success of the offering would likely 
be materially adversely affected by the inclusion of all of the 
Securities and shares of Common Stock requested to be included, 
then the principal amount of Securities and the number of 
shares of Common Stock to be offered for the accounts of 
Holders shall be reduced pro rata, according to the aggregate 
principal amount of Securities and number of shares of Common 
Stock, respectively, requested for inclusion by each such 
Holder, to the extent necessary to reduce the size of the 
offering to the size recommended by the Managing Underwriter.  
Notwithstanding anything to the contrary contained herein, 
neither the Company nor any Person, other than a Holder of 
Securities or shares of Common Stock issued or issuable upon 
conversion thereof and only with respect to its Transfer 
Restricted Securities, shall be entitled to include any 
securities in the Underwritten Offering.
4. Registration Expenses.  The Company shall bear all 
expenses incurred in connection with the performance of its 
obligations under Sections 2 and 3 hereof and shall reimburse the 
Holders for the reasonable fees and disbursements of one firm or 
counsel designated by the Majority Holders to act as counsel for the 
Holders in connection therewith. Notwithstanding the provisions of 
this Section 4, each Holder shall bear the expense of any broker's 
commission, agency fee or Underwriter's discount or commission.
5. Indemnification and Contribution.  
(a) (i)	The Company agrees to indemnify and hold harmless 
each Holder of Securities and each Holder of Common Stock issued upon 
conversion thereof covered by any Shelf Registration Statement 
(including the Initial Purchasers), the directors, officers, 
employees and agents of each such Holder and each person who controls 
any such Holder within the meaning of either the Act or the Exchange 
Act against any and all losses, claims, damages or liabilities, joint 
or several, to which they or any of them may become subject under the 
Act, the Exchange Act or other Federal or state law or regulation, at 
common law or otherwise, insofar as such losses, claims, damages or 
liabilities (or actions in respect thereof) arise out of or are based 
upon any untrue statement or alleged untrue statement of a material 
fact contained in the Shelf Registration Statement as originally 
filed or in any amendment thereof, or in any preliminary Prospectus 
or Prospectus, or in any amendment thereof or supplement thereto, or 
arise out of or are based upon the omission or alleged omission to 
state therein a material fact required to be stated therein or 
necessary to make the statements therein, in the light of the 
circumstances under which they were made, not misleading, and agrees 
to reimburse each such indemnified party, as incurred, for any legal 
or other expenses reasonably incurred by any of them in connection 
with investigating or defending any such loss, claim, damage, 
liability or action; provided, however, that the Company will not be 
liable in any such case to the extent that any such loss, claim, 
damage or liability arises out of or is based upon (A) any such 
untrue statement or alleged untrue statement or omission or alleged 
omission made therein in reliance upon and in conformity with written 
information furnished to the Company by or on behalf of any such 
Holder or any Initial Purchaser specifically for inclusion therein, 
(B) use of a Shelf Registration Statement or the related Prospectus 
during a period when a stop order has been issued in respect of such 
Shelf Registration or any proceedings for that purpose have been 
initiated or use of a Prospectus when use of such Prospectus has been 
suspended pursuant to Section 2(d) or Section 3(s); provided, 
further, in each case, that Holders received prior notice of such 
stop order, initiation of proceedings or suspension, or (C) if the 
Holder fails to deliver a Prospectus, as then amended or 
supplemented, provided that the Company shall have delivered to such 
Holder such Prospectus, as then amended or supplemented.  This 
indemnity agreement will be in addition to any liability which the 
Company may otherwise have.
(ii)	The Company also agrees to indemnify and to 
contribute to Losses, as provided in Section 5(d), of any 
Underwriters of Securities or Common Stock issued upon conversion 
thereof registered under a Shelf Registration Statement, their 
officers and directors and each person who controls any such 
Underwriter within the meaning of either the Act or the Exchange Act 
on substantially the same basis as that of the indemnification of the 
Initial Purchasers and the selling Holders provided in this Section 
5(a) and shall, if requested by any Holder, enter into an 
underwriting agreement reflecting such agreement, as provided in 
Section 3(q) hereof.  This indemnity agreement will be in addition to 
any liability which the Company may otherwise have.
(b) Each Holder of Securities or Common Stock issued upon 
conversion thereof covered by a Shelf Registration Statement 
(including the Initial Purchasers) severally and not jointly agrees 
to indemnify and hold harmless (i) the Company, (ii) each of its 
directors, (iii) each of its officers who signs such Shelf 
Registration Statement and (iv) each person who controls the Company 
within the meaning of either the Act or the Exchange Act to the same 
extent as the foregoing indemnity from the Company to each such 
Holder, but only with reference to written information relating to 
such Holder furnished to the Company by or on behalf of such Holder 
specifically for inclusion in the documents referred to in the 
foregoing indemnity. This indemnity agreement will be in addition to 
any liability which any such Holder may otherwise have.
(c) Promptly after receipt by an indemnified party under this 
Section 5 of notice of the commencement of any action, such 
indemnified party will, if a claim in respect thereof is to be made 
against the indemnifying party under this Section 5, notify the 
indemnifying party in writing of the commencement thereof; but the 
failure so to notify the indemnifying party (i) will not relieve it 
from liability under paragraph (a) or (b) above unless and to the 
extent it did not otherwise learn of such action and such failure 
results in the forfeiture by the indemnifying party of substantial 
rights and defenses; and (ii) will not, in any event, relieve the 
indemnifying party from any obligations to any indemnified party 
other than the indemnification obligation provided in paragraph (a) 
or (b) above.  The indemnifying party shall be entitled to appoint 
counsel of the indemnifying party's choice at the indemnifying 
party's expense to represent the indemnified party in any action for 
which indemnification is sought (in which case the indemnifying party 
shall not thereafter be responsible for the fees and expenses of any 
separate counsel retained by the indemnified party or parties except 
as set forth below); provided, however, that such counsel shall be 
reasonably satisfactory to the indemnified party.  Notwithstanding 
the indemnifying party's election to appoint counsel to represent the 
indemnified party in an action, the indemnified party shall have the 
right to employ separate counsel (including local counsel), and the 
indemnifying party shall bear the reasonable fees, costs and expenses 
of such separate counsel (and local counsel) if (i) the use of 
counsel chosen by the indemnifying party to represent the indemnified 
party would present such counsel with a conflict of interest; (ii) 
the actual or potential defendants in, or targets of, any such action 
include both the indemnified party and the indemnifying party and the 
indemnified party shall have reasonably concluded that there may be 
legal defenses available to it and/or other indemnified parties which 
are different from or additional to those available to the 
indemnifying party; (iii) the indemnifying party shall not have 
employed counsel satisfactory to the indemnified party to represent 
the indemnified party within a reasonable time after notice of the 
institution of such action; or (iv) the indemnifying party shall 
authorize the indemnified party to employ separate counsel at the 
expense of the indemnifying party.  Notwithstanding the foregoing, 
the Company shall not, in the connection with any one action or 
proceeding or separate but substantially similar or related actions 
or proceedings in the same jurisdiction arising out of the same 
general allegations or circumstances, be liable for the reasonable 
fees and expenses of more than one separate counsel (in addition to 
one separate local counsel) at any time for the indemnified parties, 
which firm or firms (including any local counsel) shall be designated 
by Salomon Smith Barney Inc.  An indemnifying party will not, without 
the prior written consent of the indemnified party, which consent 
will not be unreasonably withheld, settle or compromise or consent to 
the entry of any judgment with respect to any pending or threatened 
claim, action, suit or proceeding in respect of which indemnification 
or contribution may be sought hereunder (whether or not the 
indemnified parties are actual or potential parties to such claim or 
action) unless such settlement, compromise or consent includes an 
unconditional release of such indemnified party from all liability 
arising out of such claim, action, suit or proceeding.  The Company 
shall not be liable for any losses, claims, damages or liabilities by 
reason of any settlement of any action or proceeding effected without 
the Company's prior written consent, which consent will not be 
unreasonably withheld.
(d) In the event that the indemnity provided in paragraph (a) 
or (b) of this Section 5 is unavailable to or insufficient to hold 
harmless an indemnified party for any reason, then each applicable 
indemnifying party, in lieu of indemnifying such indemnified party, 
shall have an obligation to contribute to the aggregate losses, 
claims, damages and liabilities (including legal or other expenses 
reasonably incurred in connection with investigating or defending 
same) (collectively "Losses"), as incurred, to which such indemnified 
party may be subject in such proportion as is appropriate to reflect 
the relative benefits received by such indemnifying party, on the one 
hand, and such indemnified party, on the other hand, from the Initial 
Placement and the Shelf Registration Statement which resulted in such 
Losses; provided, however, that in no case shall the Initial 
Purchasers be responsible, in the aggregate, for any amount in excess 
of the purchase discount or commission applicable to the Securities, 
as set forth on the cover page of the Offering Memorandum, nor shall 
any Underwriter be responsible for any amount in excess of the 
underwriting discount or commission applicable to the Securities and 
Common Stock issued upon conversion thereof purchased by such 
Underwriter under the Shelf Registration Statement which resulted in 
such Losses.  If the allocation provided by the immediately preceding 
sentence is unavailable for any reason, the indemnifying party and 
the indemnified party shall contribute in such proportion as is 
appropriate to reflect not only such relative benefits but also the 
relative fault of such indemnifying party, on the one hand, and such 
indemnified party, on the other hand, in connection with the 
statements or omissions which resulted in such Losses as well as any 
other relevant equitable considerations.  Benefits received by the 
Company shall be deemed to be equal to the total net proceeds from 
the Initial Placement (before deducting expenses) as set forth on the 
cover page of the Offering Memorandum.  Benefits received by the 
Initial Purchasers shall be deemed to be equal to the total purchase 
discounts and commissions as set forth on the cover page of the 
Offering Memorandum, and benefits received by any other Holders shall 
be deemed to be equal to the value of receiving Securities or the 
Common Stock issuable upon conversion thereof registered under the 
Act.  Benefits received by any Underwriter shall be deemed to be 
equal to the total underwriting discounts and commissions, as set 
forth on the cover page of the Prospectus forming a part of the Shelf 
Registration Statement (or the applicable Prospectus supplement) 
which resulted in such Losses.  Relative fault shall be determined by 
reference to whether any untrue statement or omission or alleged 
untrue statement or omission relates to information provided by the 
indemnifying party, on the one hand, or by the indemnified party, on 
the other hand.  The parties agree that it would not be just and 
equitable if contribution were determined by pro rata allocation or 
any other method of allocation which does not take account of the 
equitable considerations referred to above.  Notwithstanding the 
provisions of this paragraph (d), no person guilty of fraudulent 
misrepresentation (within the meaning of Section 11(f) of the Act) 
shall be entitled to contribution from any person who was not guilty 
of such fraudulent misrepresentation.  For purposes of this Section 
5, each person who controls a Holder within the meaning of either the 
Act or the Exchange Act and each director, officer, employee and 
agent of such Holder shall have the same rights to contribution as 
such Holder, and each person who controls the Company within the 
meaning of either the Act or the Exchange Act, each officer of the 
Company who shall have signed the Shelf Registration Statement and 
each director of the Company shall have the same rights to 
contribution as the Company, and each person who controls an 
Underwriter within the meaning of either the Act or the Exchange Act 
and each officer and director of each Underwriter shall have the same 
rights to contribution as such Underwriter, subject in each case to 
the applicable terms and conditions of this paragraph (d).
(e) The provisions of this Section 5 will remain in full 
force and effect, regardless of any investigation made by or on 
behalf of any Holder, any Underwriter or the Company or any of the 
officers, directors or controlling persons referred to in Section 5 
hereof, and will survive the sale by a Holder of Securities or shares 
of Common Stock covered by a Shelf Registration Statement.
6. Miscellaneous.
(a) No Inconsistent Agreements.  The Company has not, as of 
the date hereof, entered into nor shall it, on or after the date 
hereof, enter into, any agreement with respect to its securities that 
is inconsistent with the rights granted to the Holders herein or 
otherwise conflicts with the provisions hereof.
(b) Amendments and Waivers.  The provisions of this 
Agreement, including the provisions of this sentence, may not be 
amended, qualified, modified or supplemented, and waivers or consents 
to departures from the provisions hereof may not be given, unless the 
Company has obtained the written consent of the Majority Holders; 
provided that with respect to any matter that directly or indirectly 
affects the rights of the Initial Purchasers hereunder, the Company 
shall obtain the written consent of each of the Initial Purchasers 
against which such amendment, qualification, supplement, waiver or 
consent is to be effective.  Notwithstanding the foregoing (except 
the foregoing proviso), a waiver or consent to departure from the 
provisions hereof with respect to a matter that relates exclusively 
to the rights of Holders whose Securities or Common Stock are being 
sold pursuant to a Shelf Registration Statement and that does not 
directly or indirectly affect the rights of other Holders may be 
given by the Majority Holders, determined on the basis of Securities 
or Common Stock issued upon conversion thereof being sold rather than 
registered under such Shelf Registration Statement.
(c) Notices.  All notices and other communications provided 
for or permitted hereunder shall be made in writing by hand-delivery, 
first-class mail, telecopier, or air courier guaranteeing overnight 
delivery:
(1) if to you, initially at the address set forth in 
the Purchase Agreement; 
(2) if to any other Holder, at the most current address 
given by such Holder to the Company in accordance with the 
provisions of this Section 6(c), which address initially is, 
with respect to each Holder, the address of such Holder 
maintained by the Registrar under the Indenture or, in the case 
of Common Stock, the address maintained by the registrar of the 
Common Stock, with a copy in like manner to Salomon Smith 
Barney Inc.; and
(3) if to the Company, initially at its address set 
forth in the Purchase Agreement.
All such notices and communications shall be deemed to have 
been duly given when received, if delivered by hand or air courier, 
and when sent, if sent by first-class mail or telecopier.
The Initial Purchasers or the Company by notice to the other 
may designate additional or different addresses for subsequent 
notices or communications.
(d) Successors and Assigns.  This Agreement shall inure to 
the benefit of and be binding upon the successors and assigns of each 
of the parties, including, without the need for an express assignment 
or any consent by the Company thereto, subsequent Holders.  The 
Company hereby agrees to extend the benefits of this Agreement to any 
Holder and Underwriter and any such Holder and Underwriter may 
specifically enforce the provisions of this Agreement as if an 
original party hereto. In the event that any other person shall 
succeed to the Company under the Indenture as provided in Article VII 
thereof, then such successor shall enter into an agreement, in form 
and substance reasonably satisfactory to the Initial Purchasers, 
whereby such successor shall assume all of the Company's obligations 
under this Agreement.
(e) Counterparts.  This agreement may be executed in any 
number of counterparts and by the parties hereto in separate 
counterparts, each of which when so executed shall be deemed to be an 
original and all of which taken together shall constitute one and the 
same agreement.
(f) Headings.  The headings in this Agreement are for 
convenience of reference only and shall not limit or otherwise affect 
the meaning hereof.
(g) GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND 
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK 
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SAID STATE, 
WITHOUT REGARD, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO THE 
CONFLICTS OF LAW RULES THEREOF.
(h) Severability.  In the event that any one of more of the 
provisions contained herein, or the application thereof in any 
circumstances, is held invalid, illegal or unenforceable in any 
respect for any reason, the validity, legality and enforceability of 
any such provision in every other respect and of the remaining 
provisions hereof shall not be in any way impaired or affected 
thereby, it being intended that all of the rights and privileges of 
the parties shall be enforceable to the fullest extent permitted by 
law.
(i) Securities Held by the Company, etc.  Whenever the 
consent or approval of Holders of a specified percentage of principal 
amount of Securities or the Common Stock issuable upon conversion 
thereof is required hereunder, Securities or the Common Stock issued 
upon conversion thereof held by the Company or its Affiliates (other 
than subsequent Holders of Securities or the Common Stock issued upon 
conversion thereof if such subsequent Holders are deemed to be 
Affiliates solely by reason of their holdings of such Securities) 
shall not be counted in determining whether such consent or approval 
was given by the Holders of such required percentage.

Please confirm that the foregoing correctly sets forth the 
agreement between the Company and you.
Very truly yours,
CNET, INC.
/s/ Douglas N. Woodrum	
Name:  Douglas N. Woodrwum
Title:  Executive Vice President 
and 
           Chief Financial 
Officer
The foregoing Agreement is hereby confirmed and accepted as of the 
date first above written.
SALOMON SMITH BARNEY INC.
BANCBOSTON ROBERTSON STEPHENS INC.
VOLPE BROWN WHELAN & COMPANY, LLP
For themselves and the other Initial Purchasers named in Schedule I 
to the Purchase Agreement.
BY:	SALOMON SMITH BARNEY INC.
By	/s/ Peter A. Otridge	
Name:  Peter A. Otridge
Title:   Vice President


EXHIBIT A
CNET, Inc.
Notice of Registration Statement
and
Selling Securityholder Questionnaire
Reference is hereby made to the Registration Agreement (the 
"Registration Agreement") between CNET, Inc., a Delaware corporation 
(the "Company"), and the Initial Purchasers named therein.  Pursuant 
to the Registration Agreement, the Company has filed or will file 
with the United States Securities and Exchange Commission (the 
"Commission") a registration statement on Form S-3 (the "Shelf 
Registration Statement") for the registration and resale under Rule 
415 of the Securities Act of 1933, as amended (the "Securities Act"), 
of the Company's 5% Convertible Subordinated Notes due 2006 (the 
"Securities"), and the shares of the Company's common stock, par 
value $.0001 per share (the "Common Stock"), issuable upon conversion 
thereof.  A copy of the Registration Agreement is attached hereto.  
All capitalized terms not otherwise defined herein shall have the 
meanings ascribed thereto in the Registration Agreement.
Each holder and beneficial owner of Transfer Restricted 
Securities is entitled to have its Transfer Restricted Securities 
included in the Shelf Registration Statement.  In order to have 
Transfer Restricted Securities included in the Shelf Registration 
Statement, this Notice of Registration Statement and Selling 
Securityholder Questionnaire ("Notice and Questionnaire") must be 
completed, executed and delivered to the Company's counsel at the 
following address, for receipt ON OR BEFORE [DEADLINE FOR RESPONSE]:  
[NAME AND ADDRESS OF COUNSEL].  Holders or beneficial owners of 
Transfer Restricted Securities who do not complete, execute and 
return this Notice and Questionnaire by such date (i) will not be 
named as selling securityholders in the Shelf Registration Statement 
and (ii) may not use the Prospectus forming a part thereof for 
resales of Transfer Restricted Securities, subject, however, to the 
Company's obligations under Section 2(b)(2) of the Registration 
Agreement.
Certain legal consequences arise from being named as a selling 
securityholder in the Shelf Registration Statement and related 
Prospectus.  Accordingly, holders and beneficial owners of Transfer 
Restricted Securities are advised to consult their own securities law 
counsel regarding the consequences of being named or not being named 
as a selling securityholder in the Shelf Registration Statement and 
related Prospectus.
ELECTION
The undersigned (the "Selling Securityholder") hereby elects to 
include in the Shelf Registration Statement the Transfer Restricted 
Securities held or beneficially owned by it and listed below in Item 
(3)(b).  The undersigned, by signing and returning this Notice and 
Questionnaire, agrees to be bound with respect to such Transfer 
Restricted Securities by the terms and conditions of this Notice and 
Questionnaire and the Registration Agreement, including, without 
limitation, the indemnification set forth in Section 5 of the 
Registration Agreement, as if the undersigned Selling Securityholder 
were an original party thereto.
QUESTIONNAIRE
(1)	(a)	Full legal name of Selling Securityholder:
(b)	Full legal name of registered holder (if not the same as 
in (a) above) of Transfer Restricted Securities listed in (3) below 
(if the Transfer Restricted Securities are held through a broker-
dealer or other third party and, as a result, you do not know the 
legal name of the registered holder, please complete Item (1)(c) 
below):
(c)	Full legal name of broker-dealer or other third party 
through which Transfer Restricted Securities listed in (3) below are 
held:
(2)	Address for notices to Selling Securityholder:


Telephone:
Fax:
Contact Person:
 (3)	Beneficial ownership of Transfer Restricted Securities.
Except as set forth below in this Item (3), the undersigned 
does not beneficially own any Securities or shares of Common Stock 
which constitute Transfer Restricted Securities.
(a)	Principal amount of Securities constituting Transfer 
Restricted Securities beneficially owned:
Number of shares of Common Stock, if any, constituting Transfer 
Restricted Securities (include only shares of Common Stock which have 
actually been issued, not shares issuable upon future conversion of 
Securities):
The undersigned also may be deemed to beneficially own such 
number of shares of Common Stock as may be issued from time to time 
upon conversion of the Securities listed in Item (3)(a) above.
(b)	Principal amount of Securities and number of shares of 
outstanding Common Stock constituting Transfer Restricted Securities 
which the undersigned wishes to be included in the Shelf Registration 
Statement:
Unless otherwise indicated in the space provided below, all 
Securities, all shares of Common Stock listed in response to Item 
(3)(a) above, and all shares of Common Stock issuable upon conversion 
of the Securities listed in response to Item (3)(b)above, will be 
included in the Shelf Registration Statement.  If the undersigned 
does not wish all such Securities or shares of Common Stock to be so 
included, please indicate below the number of such shares to be 
included:
(4)	Beneficial ownership of other securities of the Company:
Except as set forth below in this item (4), the undersigned 
Selling Securityholder is not the beneficial or registered owner of 
any shares of Common Stock or any other securities of the Company, 
other than Securities and shares of Common Stock listed above in Item 
(3).
State any exceptions here:


(5)	Relationships with the Company:
Except as set forth below, neither the Selling Securityholder 
nor any of its officers, directors or 5% or greater stockholders has 
held any position or office or has had any other material 
relationship with the Company (or its predecessors or 
affiliates)during the past three years.
State any exceptions here:

(6)	Plan of Distribution:
Except as set forth below, the undersigned Selling 
Securityholder intends to distribute the Transfer Restricted 
Securities listed above in Item (3) only as follows (if at all):  
Such Transfer Restricted Securities may be sold from time to time by 
the undersigned Selling Securityholder (i) to or through 
underwriters, brokers or dealers; (ii) directly to one or more other 
purchasers; (iii) through agents on a best-efforts basis or 
otherwise; or (iv) through a combination of any such methods of sale.  
Such Transfer Restricted Securities may be sold from time to time in 
one or more transactions at a fixed price or prices, which may be 
changed, at market prices prevailing at the time of sale, at prices 
related to such prevailing market prices, at varying prices 
determined at the time of sale, or at negotiated prices.  Such sales 
may be effected in transactions (which may involve crosses or block 
transactions) (i) on any national securities exchange or quotation 
service on which the Transfer Restricted Securities may be listed or 
quoted at the time of sale, (ii) in the over-the-counter market, 
(iii) in transactions otherwise than on such exchanges or services or 
in the over-the-counter market, or (iv) through the writing of 
options.  In connection with sales of the Transfer Restricted 
Securities or otherwise, the Selling Securityholder may enter into 
hedging transactions with brokers-dealers or others, which may in 
turn engage in short sales of the Transfer Restricted Securities in 
the course of hedging the positions they assume.  The Selling 
Securityholder may also sell Transfer Restricted Securities short and 
deliver Transfer Restricted Securities to close out such short 
positions, or loan or pledge Transfer Restricted Securities to 
brokers-dealers or others that in turn may sell such securities.  The 
Selling Securityholder may pledge or grant a security interest in 
some or all of the Transfer Restricted Securities owned by it and, if 
it defaults in the performance of its secured obligations, the 
pledgees or secured parties may offer and sell the Transfer 
Restricted Securities from time to time pursuant to the Prospectus.  
The Selling Securityholder also may transfer and donate shares in 
other circumstances in which case the transferees, donees, pledgees 
or other successors in interest will be the selling stockholders for 
purposes of the Prospectus.  The Selling Securityholder may sell 
short the Common Stock and may deliver the Prospectus in connection 
with such short sales and use the shares covered by the Prospectus to 
cover such short sales.
State any exceptions here:
By signing below, the Selling Securityholder acknowledges that 
it understands its obligation to comply, and agrees that it will 
comply, with the provisions of the Securities Exchange Act of 1934, 
as amended, and the rules and regulations thereunder, particularly 
Regulation M and the prospectus delivery requirements under the 
Securities Act.
In the event that the Selling Securityholder transfers all or 
any portion of the Transfer Restricted Securities listed in Item (3) 
above after the date on which such information is provided to the 
Company (other than a transaction as a result of which such 
securities shall no longer be Transfer Restricted Securities), the 
Selling Securityholder agrees to notify the transferees at the time 
of the transfer of its rights and obligations under this Notice and 
Questionnaire and the Registration Agreement.
By signing below, the Selling Securityholder consents to the 
disclosure of the information contained herein in its answers to 
Items (1) through (6) above and the inclusion of such information in 
the Shelf Registration Statement and related Prospectus.  The Selling 
Securityholder understands that such information will be relied upon 
by the Company in connection with the preparation of the Shelf 
Registration Statement and related Prospectus.
The Selling Securityholder agrees to promptly notify the 
Company of any inaccuracies or changes in the information provided 
herein which may occur subsequent to the date hereof at any time 
while the Shelf Registration Statement remains in effect.  All 
notices hereunder and pursuant to the Registration Agreement shall be 
made in writing, by hand-delivery, first-class mail, or air courier 
guaranteeing overnight delivery as follows:
CNET, Inc.
150 Chestnut Street
San Francisco, California 94111
Attention:  Chief Financial Officer
Once this Notice and Questionnaire is executed by the Selling 
Securityholder and received by the Company, the terms of this Notice 
and Questionnaire, and the representations and warranties contained 
herein, shall be binding on, shall inure to the benefit of and shall 
be enforceable by the respective successors, heirs, personal 
representatives, and assigns of the Company and the Selling 
Securityholder (with respect to the Transfer Restricted Securities 
beneficially owned by such Selling Securityholder and listed in Item 
(3)(b) above).  This Agreement shall be governed by and construed in 
accordance with the internal laws of the State of New York.

IN WITNESS WHEREOF, the undersigned, by authority duly given, 
has caused this Notice and Questionnaire to be executed and delivered 
either in person or by its duly authorized agent.
Dated:
Selling Securityholder
(Print/type full legal name of 
beneficial owner of Transfer 
Restricted Securities).
By:  	
Name:
Title:


EXHIBIT B
FORM OF LETTER TO BE PROVIDED BY ISSUER TO
THE DEPOSITORY TRUST COMPANY
The Depository Trust Company
7 Hanover Square, 23rd Floor
New York, NY  10004
Re:	5% Convertible Subordinated Notes due 2006 (the 
"Securities") of CNET, Inc.
Ladies and Gentlemen:
Please be advised that the Securities and Exchange Commission 
has declared effective a Registration Statement on Form S-3 under the 
Securities Act of 1933, as amended, with regard to all of the 
Securities referenced above.  Accordingly, there is no longer any 
restriction as to whom such Securities may be sold and any 
restrictions on the CUSIP designation are no longer appropriate and 
may be removed.  I understand that upon receipt of this letter, DTC 
will remove any stop or restriction on its system with respect to 
this issue.
As always, please do not hesitate to call if we can of further 
assistance.
Very truly yours,
By: 	
Authorized Officer