EXHIBIT 10.41


 [Global Securities Legend]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE 
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW 
YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR 
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.  
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF 
DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS 
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR 
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL 
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST 
HEREIN.
TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, 
BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH 
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL 
BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH 
IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.
[Restricted Global Securities Legend-For Inclusion in Global Securities 
Only]
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS 
AMENDED (THE "SECURITIES ACT").  THE HOLDER HEREOF, BY PURCHASING THIS 
SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT 
BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO THE EXPIRATION OF 
THE HOLDING PERIOD UNDER RULE 144(k) (OR ANY SUCCESSOR THERETO) UNDER THE 
SECURITIES ACT WHICH IS APPLICABLE TO THIS SECURITY OR (Y) BY ANY HOLDER 
THAT WAS AN "AFFILIATE" (WITHIN THE MEANING OF RULE 144 UNDER THE 
SECURITIES ACT) OF THE COMPANY AT ANY TIME DURING THE THREE MONTHS 
PRECEDING THE DATE OF SUCH TRANSFER, IN EITHER CASE OTHER THAN (1) TO THE 
COMPANY, (2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO 
RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHOM THE 
SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE 
MEANING OF RULE 144A, PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF 
A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, 
PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (3) IN AN 
OFFSHORE TRANSACTION (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) 
IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (4) TO AN 
INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a)(1), 
(2), (3) OR (7) UNDER THE SECURITIES ACT ("INSTITUTIONAL ACCREDITED 
INVESTOR") THAT IS ACQUIRING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT 
FOR DISTRIBUTION AND THAT, PRIOR TO SUCH TRANSFER, DELIVERS TO THE COMPANY 
AND THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND 
AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THE SECURITY 
EVIDENCED HEREBY (THE FORM OF WHICH LETTER MAY BE OBTAINED FROM THE 
TRUSTEE), (5) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 
SECURITIES ACT PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE SECURITIES 
ACT OR (6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 
SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES 
LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING 
THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE COMPANY THAT IT 
IS (1) A QUALIFIED INSTITUTIONAL BUYER OR (2) AN INSTITUTIONAL ACCREDITED 
INVESTOR AND THAT IT IS HOLDING THIS SECURITY FOR INVESTMENT PURPOSES AND 
NOT FOR DISTRIBUTION OR (3) NOT A U.S.  PERSON AND IS OUTSIDE THE UNITED 
STATES WITHIN THE MEANING OF (OR AN ACCOUNT SATISFYING THE REQUIREMENTS OF 
PARAGRAPH (k)(2) OF RULE 902 UNDER) REGULATION S UNDER THE SECURITIES ACT.  
IN ANY CASE THE HOLDER HEREOF WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN 
ANY HEDGING TRANSACTIONS WITH REGARD TO THIS SECURITY OR ANY COMMON STOCK 
ISSUABLE UPON CONVERSION OF THIS SECURITY EXCEPT AS PERMITTED BY THE 
SECURITIES ACT.
[Restricted Definitive Security Legend-For Inclusion in Definitive 
Securities Only]
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS 
AMENDED (THE "SECURITIES ACT").  THE HOLDER HEREOF, BY PURCHASING THIS 
SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT 
BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO THE EXPIRATION OF 
THE HOLDING PERIOD UNDER RULE 144(k) (OR ANY SUCCESSOR THERETO) UNDER THE 
SECURITIES ACT WHICH IS APPLICABLE TO THIS SECURITY OR (Y) BY ANY HOLDER 
THAT WAS AN "AFFILIATE" (WITHIN THE MEANING OF RULE 144 UNDER THE 
SECURITIES ACT) OF THE COMPANY AT ANY TIME DURING THE THREE MONTHS 
PRECEDING THE DATE OF SUCH TRANSFER, IN EITHER CASE OTHER THAN (1) TO THE 
COMPANY, (2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO 
RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHOM THE 
SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE 
MEANING OF RULE 144A, PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF 
A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, 
PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A (AS 
INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF 
TRANSFER ON THE REVERSE OF THIS SECURITY), (3) IN AN OFFSHORE TRANSACTION 
(AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) IN ACCORDANCE WITH 
REGULATION S UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY 
THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS 
SECURITY), (4) TO AN INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS 
DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT 
("INSTITUTIONAL ACCREDITED INVESTOR") (AS INDICATED BY THE BOX CHECKED BY 
THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS 
SECURITY) THAT IS ACQUIRING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT 
FOR DISTRIBUTION AND THAT, PRIOR TO SUCH TRANSFER, DELIVERS TO THE COMPANY 
AND THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND 
AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THE SECURITY 
EVIDENCED HEREBY (THE FORM OF WHICH LETTER MAY BE OBTAINED FROM THE 
TRUSTEE), (5) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 
SECURITIES ACT PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE SECURITIES 
ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE 
OF TRANSFER ON THE REVERSE OF THIS SECURITY) OR (6) PURSUANT TO AN 
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN 
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED 
STATES.  PRIOR TO A TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER 
PURSUANT TO CLAUSE (6) ABOVE), THE HOLDER OF THIS SECURITY MUST, PRIOR TO 
SUCH TRANSFER, FURNISH TO THE COMPANY AND THE TRUSTEE SUCH CERTIFICATES AND 
OTHER INFORMATION AND, IN THE CASE OF A TRANSFER PURSUANT TO CLAUSE (5) 
ABOVE, A LEGAL OPINION AS THEY MAY REASONABLY REQUIRE TO CONFIRM THAT ANY 
TRANSFER BY IT OF THIS SECURITY COMPLIES WITH THE FOREGOING RESTRICTIONS. 
THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR 
THE BENEFIT OF THE COMPANY THAT IT IS (1) A QUALIFIED INSTITUTIONAL BUYER 
OR (2) AN INSTITUTIONAL ACCREDITED INVESTOR AND THAT IT IS HOLDING THIS 
SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION OR (3) NOT A U.S. 
PERSON AND IS OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR AN 
ACCOUNT SATISFYING THE REQUIREMENTS OF PARAGRAPH (k)(2) OF RULE 902 UNDER) 
REGULATION S UNDER THE SECURITIES ACT.  IN ANY CASE THE HOLDER HEREOF WILL 
NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTIONS WITH REGARD 
TO THIS SECURITY OR ANY COMMON STOCK ISSUABLE UPON CONVERSION OF THIS 
SECURITY EXCEPT AS PERMITTED BY THE SECURITIES ACT.


No.  
	C
USIP No. [Global Security: 125945 AA 3]
	[
Definitive Security: 125945 AB 1]
5% Convertible Subordinated Note due 2006
CNET, Inc.
CNET, Inc., a Delaware corporation (the "Company"), promises to pay to 
_________________________________________________________________ or  
registered assigns, the principal sum [indicated on Schedule A hereof]* [of 
_________ Dollars ($_________)]** on March 1, 2006.
Interest Payment Dates:  March 1 and September 1, commencing September 1, 
1999.
Record Dates: February 15 and August 15.
Reference is hereby made to the further provisions of this Security set 
forth on the reverse hereof which further provisions shall for all purposes 
have the same effect as if set forth at this place.
[Signature Page Follows]

IN WITNESS WHEREOF, CNET, Inc. has caused this Security to be signed 
manually or by facsimile by its duly authorized Officers and its corporate 
seal or a facsimile thereof to be affixed hereto or imprinted hereon.
	
	
	
	
	
	
	C
NET, INC.,
By:  	
Name:
Title:
[Seal]
By:  	
Name:
Title:
Dated:  
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
This is one of the Securities described in the within-mentioned Indenture.
THE BANK OF NEW YORK, as Trustee,
by ______________________________________
Authorized Signatory

CNET, Inc.
5% Convertible Subordinated Note due 2006
1. Interest. CNET, Inc., a Delaware corporation (the 
"Company"), is the issuer of the 5% Convertible Subordinated 
Notes due 2006 (the "Securities"), of which this Security is a 
part.  The Company promises to pay interest on the Securities 
in cash semiannually on each March 1 and September 1, 
commencing on September 1, 1999, to holders of record at the 
close of business on the immediately preceding February 15 or 
August 15, as the case may be.
 Interest on the Securities will accrue from the most recent 
date to which interest has been paid, or if no interest has 
been paid, from March 8, 1999.  Interest will be computed on 
the basis of a 360-day year of twelve 30-day months.  To the 
extent lawful, the Company shall pay interest (including post-
petition interest in any proceeding under any Bankruptcy Law) 
on overdue principal of and premium, if any, interest, and 
Liquidated Damages, if any, on the Securities (in each case 
without regard to any applicable grace period) at the Default 
Rate, compounded semi-annually.
 
2. Method of Payment.  The Company will pay interest and 
Liquidated Damages, if any, on the Securities (except Defaulted 
Interest) to the Persons who are registered holders of the 
Securities at the close of business on the record date for the 
applicable interest payment date even though Securities are 
canceled after the record date and on or before the interest 
payment date.  The Noteholder hereof must surrender Securities 
to a Paying Agent to collect principal payments.  The Company 
will pay principal, premium, if any, interest and Liquidated 
Damages, if any, in money of the United States that at the time 
of payment is legal tender for payment of public and private 
debts.  However, the Company may pay interest by check payable 
in such money.  It may mail an interest check to a holder's 
registered address.
3. Paying Agent and Registrar.  The Trustee will act as 
Paying Agent, Registrar and Conversion Agent.  The Company may 
change any Paying Agent, Registrar, or Conversion Agent without 
prior notice. 
4. Indenture.  The Company issued the Securities under an 
indenture, dated as of March 8, 1999 (the "Indenture"), between 
the Company and The Bank of New York, as Trustee.  The terms of 
the Securities include those stated in the Indenture and those 
made part of the Indenture by the Trust Indenture Act of 1939 
(15 U.S. Code    77aaa-77bbbb) as in effect on the date of the 
Indenture.  The Securities are subject to, and qualified by, 
all such terms, certain of which are summarized hereon, and 
Noteholders are referred to the Indenture and such Act for a 
statement of such terms.  The Securities are general unsecured 
obligations of the Company limited to an aggregate principal 
amount of up to $187,500,000.  The Indenture does not limit the 
ability of the Company or any of its Subsidiaries to incur 
indebtedness or to grant security interests or liens in respect 
of their assets.
5. Optional Redemption.  The Securities are not redeemable 
at the Company's option prior to March 6, 2002.  On such date 
and thereafter, the Securities will be subject to redemption at 
the option of the Company, in whole or from time to time in 
part (in any integral multiple of $1,000), at the following 
redemption prices (expressed as percentages of the principal 
amount), if redeemed during the 12-month period beginning 
March 1 of the years indicated (or March 6 in the case of 
2002):
 	Year
 Redemption Price
 2002	
 102.857%
 2003	
 102.143%
 2004	
 101.429%
 2005	
 100.714%
 
 
 in each case together with accrued interest and Liquidated 
Damages, if any, to (but excluding) the redemption date 
(subject to the right of holders of record on the relevant 
record date to receive interest and Liquidated Damages, if any, 
due on the corresponding interest payment date).  On or after 
the redemption date, interest and Liquidated Damages, if any, 
will cease to accrue on the Securities, or portions thereof, 
called for redemption unless the Company shall default in the 
payment of the redemption price and accrued interest and 
Liquidated Damages, if any, payable on the redemption date on 
the Securities to be redeemed.
1. Notice of Redemption.  Notice of redemption will be 
mailed at least 30 days but not more than 60 days before the 
redemption date to each holder of the Securities to be redeemed 
at his address of record.  Securities in denominations larger 
than $1,000 may be redeemed in part but only in integral 
multiples of $1,000.  In the event of a redemption of less than 
all of the Securities, the Securities will be chosen for 
redemption by the Trustee in accordance with the Indenture.  
Unless the Company defaults in making such redemption payment 
(including accrued interest and Liquidated Damages, if any), or 
a Paying Agent is prohibited from making such payment pursuant 
to the Indenture, by law or otherwise, interest and Liquidated 
Damages, if applicable cease to accrue on the Securities or 
portions of them called for redemption on and after the 
redemption date.
 If this Security is redeemed subsequent to a record date with 
respect to any interest payment date specified above and on or 
prior to such interest payment date, then any accrued interest 
and Liquidated Damages, if any, will be paid to the person in 
whose name this Security is registered at the close of business 
on such record date.
 
2. Mandatory Redemption.  The Company will not be required 
to make mandatory redemption payments with respect to the 
Securities.  There are no sinking fund payments with respect to 
the Securities.
3. Repurchase at Option of Holder.  If there is a Designated 
Event, the Company shall be required to offer to purchase on 
the Designated Event Payment Date all outstanding Securities at 
a purchase price equal to 100% of the principal amount thereof, 
plus accrued and unpaid interest and Liquidated Damages, if 
any, to the Designated Event Payment Date; provided that, on 
the terms and subject to the conditions set forth in the 
Indenture, the Company shall not be required to offer to 
purchase the Securities as aforesaid if the Company has given 
notice of redemption of all of the outstanding Securities to 
holders in accordance with the Indenture.  Holders of 
Securities that are subject to an offer to purchase will 
receive a Designated Event Offer from the Company prior to any 
related Designated Event Payment Date and may elect to have 
such Securities or portions thereof in authorized denominations 
purchased by completing the form entitled "Option of Noteholder 
To Elect Purchase" appearing below.  Noteholders have the right 
to withdraw their election by delivering a written notice of 
withdrawal to the Company or the Paying Agent in accordance 
with the terms of the Indenture.
4. Subordination.  The payment of the principal of, premium, 
if any, on, interest and Liquidated Damages, if any, on and any 
other amounts due on the Securities is subordinated in right of 
payment to all existing and future Senior Debt of the Company, 
as described in the Indenture.  Each Noteholder, by accepting a 
Security, agrees to such subordination and authorizes and 
directs the Trustee on its behalf to take such action as may be 
necessary or appropriate to effectuate the subordination so 
provided and appoints the Trustee as its attorney-in-fact for 
such purpose.
5. Conversion.  The holder of any Security has the 
right, exercisable at any time after 90 days following the 
Issuance Date and prior to the close of business on the 
Business Day immediately preceding the final maturity date of 
the Security, to convert the principal amount thereof (or any 
portion thereof that is an integral multiple of $1,000) into 
shares of Common Stock at the initial Conversion Price of 
$149.625 per share, subject to adjustment under certain 
circumstances as provided in the Indenture, except that if a 
Security is called for redemption, the conversion right will 
terminate at the close of business on the Business Day 
immediately preceding the date fixed for redemption (unless the 
Company shall default in making the redemption payment, 
including interest and Liquidated Damages, if any, when it 
becomes due, in which case the conversion right shall terminate 
at the close of business on the date on which such default is 
cured). As further provided in the Indenture, the Company 
agrees that, upon the occurrence of the Stock Split (which it 
is currently contemplated will occur on the date of the 
Indenture), the Conversion Price shall be automatically 
adjusted to $74.8125 per share.
 Beneficial owners of interests in Global Securities may 
exercise their right of conversion by delivering to the 
Depositary the appropriate instructions for conversion pursuant 
to the Depositary's procedures.  To convert a certificated 
Security, the holder must (1) complete and sign a notice of 
election to convert substantially in the form set forth below 
(or complete and manually sign a facsimile thereof) and deliver 
such notice to a Conversion Agent, (2) surrender the Security 
to a Conversion Agent, (3) furnish appropriate endorsements or 
transfer documents if required by the Conversion Agent and (4) 
pay any transfer or similar tax, if required by the Conversion 
Agent.  Upon conversion, no adjustment or payment will be made 
for accrued and unpaid interest or Liquidated Damages, if any, 
on the Securities so converted or for dividends or 
distributions on, or Liquidated Damages, if any, attributable 
to, any Common Stock issued on conversion of the Securities, 
except that, if any Noteholder surrenders a Security for 
conversion after the close of business on a record date for the 
payment of interest and prior to the opening of business on the 
next interest payment date, then, notwithstanding such 
conversion, the interest payable on such interest payment date 
will be paid on such interest payment date to the person who 
was the registered holder of such Security on such record date. 
Any Securities surrendered for conversion during the period 
after the close of business on any record date for the payment 
of interest and before the opening of business on the next 
succeeding interest payment date (except Securities called for 
redemption on a redemption date or to be repurchased on a 
Designated Event Payment Date during such period) must be 
accompanied by payment in an amount equal to the interest and 
Liquidated Damages, if any, payable on such interest payment 
date on the principal amount of Securities so converted.  The 
number of shares of Common Stock issuable upon conversion of a 
Security is determined by dividing the principal amount of the 
Security converted by the Conversion Price in effect on the 
Conversion Date.  No fractional shares will be issued upon 
conversion but a cash adjustment will be made for any 
fractional interest.
 A Security in respect of which a holder has delivered an 
"Option of Noteholder to Elect Purchase" form appearing below 
exercising the option of such holder to require the Company to 
purchase such Security may be converted only if the notice of 
exercise is withdrawn as provided above and in accordance with 
the terms of the Indenture.  The above description of 
conversion of the Securities is qualified by reference to, and 
is subject in its entirety to, the more complete description 
thereof contained in the Indenture.
 
6. Registration Agreement.  The holder of this Security is 
entitled to the benefits of a Registration Agreement, dated 
March 8, 1999, between the Company and the Initial Purchasers 
(the "Registration Agreement").  Pursuant to the Registration 
Agreement the Company has agreed for the benefit of the holders 
of the Securities and the Common Stock issued and issuable upon 
conversion of the Securities, that (i) it will, at its cost, 
within 60 days after the Closing Date, file a shelf 
registration statement (the "Shelf Registration Statement") 
with the Securities and Exchange Commission (the "Commission") 
with respect to resales of the Securities and the Common Stock 
issuable upon conversion thereof, (ii) the Company will use its 
reasonable best efforts to cause such Shelf Registration 
Statement to be declared effective by the Commission under the 
Securities Act within 150 days after the Closing Date and 
(iii) the Company will keep such Shelf Registration Statement 
continuously effective under the Securities Act until the 
earliest of (a) 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, (b) the date on which the Securities or 
the Common Stock issuable upon conversion thereof may be sold 
to Persons who are not "affiliates" (as defined in Rule 144) of 
the Company pursuant to paragraph (k) of Rule 144 (or any 
successor provision) promulgated by the Commission under the 
Securities Act, (c) the date as of which the Securities or the 
Common Stock issuable upon conversion thereof have been 
transferred pursuant to Rule 144 under the Securities Act (or 
any similar provision then in force) and (d) the date as of 
which all the Securities or the Common Stock issuable upon 
conversion thereof have been sold pursuant to such Shelf 
Registration Statement.
 If the Shelf Registration Statement (i) is not filed with the 
Commission on or prior to 60 days, or has not been declared 
effective by the Commission within 150 days, after the Closing 
Date or (ii) 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 cease to be usable (including, 
without limitation, as a result of a Suspension Period as 
defined below) for the offer and sale of Transfer Restricted 
Securities (as defined below) for a period of time (including 
any Suspension Period) which shall exceed 60 days in the 
aggregate in any 12-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) and (ii) being referred to herein as 
a "Registration Default"), the Company will pay liquidated 
damages ("Liquidated Damages") to each holder of Transfer 
Restricted Securities which has complied with its obligations 
under the Registration Agreement.  The amount of Liquidated 
Damages payable during any period in which a Registration 
Default shall have occurred and be continuing is that 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 from time to time 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 such Registration Default has 
occurred and is continuing; provided that, as further provided 
in the Registration Agreement, the Company hereby agrees that, 
upon the occurrence of the Stock Split (which it is currently 
contemplated will occur on the date of the Indenture), 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). The Company 
will pay all accrued Liquidated Damages by wire transfer of 
immediately available funds or by federal funds check 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.  Following the cure of a Registration Default, 
Liquidated Damages will cease to accrue with respect to such 
Registration Default.
 
 "Transfer Restricted Securities" means each Security and each 
share of Common Stock issued on conversion thereof until the 
date on which such Security or share, as the case may be, 
(i) has been transferred pursuant to the Shelf Registration 
Statement or another registration statement covering such 
Security or share which has been filed with the Commission 
pursuant to the Securities Act, in either case after such 
registration statement has become and while such registration 
statement is effective under the Securities Act, (ii) has been 
transferred pursuant to Rule 144 under the Securities Act (or 
any similar provision then in force), or (iii) may be sold or 
transferred pursuant to Rule 144(k) under the Securities Act 
(or any similar provision then in force).
 
 Pursuant to the Registration Agreement, the Company may suspend 
the use of the prospectus which is a part of the Shelf 
Registration Statement 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 under certain 
circumstances (each, a "Suspension Period"); 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 above description of certain provisions of the Registration 
Agreement is qualified by reference to, and is subject in its 
entirety to, the more complete description thereof contained in 
the Registration Agreement.
 
7. Denominations, Transfer, Exchange and Replacement.  The 
Securities are in registered form, without coupons, in 
denominations of $1,000 and integral multiples of $1,000.  The 
transfer of Securities may be registered, and Securities may be 
exchanged, as provided in the Indenture.  The Registrar may 
require a Noteholder, among other things, to furnish 
appropriate endorsements and transfer documents and to pay any 
taxes and fees required by law or permitted by the Indenture.  
The Registrar need not exchange or register the transfer of any 
Security or portion of a Security selected for redemption 
(except the unredeemed portion of any Security being redeemed 
in part).  Also, it need not exchange or register the transfer 
of any Security for a period beginning at the opening of 
business 15 days before the day of mailing of a notice of 
redemption of Securities and ending at the close of business on 
the day of such mailing.  Replacement Securities for lost, 
stolen or mutilated Securities may be issued in accordance with 
the terms of the Indenture.
8. Persons Deemed Owners.  The registered Noteholder of a 
Security may be treated as its owner for all purposes.
9. Unclaimed Money.  If money for the payment of principal 
of or premium, if any, interest or Liquidated Damages, if any, 
on Securities remains unclaimed for two years, the Trustee and 
the Paying Agent shall pay the money back to the Company at its 
written request.  After that, Noteholders of Securities 
entitled to the money must look to the Company for payment, 
unless an abandoned property law designates another person, and 
all liability of the Trustee and such Paying Agent with respect 
to such money shall cease.
10. Defaults and Remedies.  The Securities shall have the 
Events of Default as set forth in Section 8.01 of the 
Indenture.  Subject to certain limitations in the Indenture, if 
an Event of Default occurs and is continuing, the Trustee by 
notice to the Company or the Noteholders of at least 25% in 
aggregate principal amount of the then outstanding Securities 
by notice to the Company and the Trustee may declare all the 
Securities to be due and payable immediately, except that in 
the case of an Event of Default arising from certain events of 
bankruptcy or insolvency, all unpaid principal, premium, if 
any, and accrued and unpaid interest and Liquidated Damages, if 
any, on the Securities shall become due and payable immediately 
without further action or notice.  Upon acceleration as 
described in either of the preceding sentences, the 
subordination provisions of the Indenture preclude any payment 
being made to Noteholders for at least 5 Business Days except 
as otherwise provided in the Indenture.
 The Noteholders of a majority in principal amount of the 
Securities then outstanding by written notice to the Trustee 
may rescind an acceleration and its consequences if the 
rescission would not conflict with any judgment or decree and 
if all existing Events of Default have been cured or waived 
except nonpayment of principal, premium, if any, Liquidated 
Damages, if any, and interest that has become due solely 
because of the acceleration.  Noteholders may not enforce the 
Indenture or the Securities except as provided in the 
Indenture.  Subject to certain limitations, Noteholders of a 
majority in principal amount of the then outstanding Securities 
issued under the Indenture may direct the Trustee in its 
exercise of any trust or power.  The Company must furnish 
compliance certificates to the Trustee annually.  The above 
description of Events of Default and remedies is qualified by 
reference to, and subject in its entirety to, the more complete 
description thereof contained in the Indenture.
 
11. Amendments, Supplements and Waivers.  Subject to certain 
exceptions, the Indenture or the Securities may be amended or 
supplemented with the consent of the Noteholders of at least a 
majority in principal amount of the then outstanding Securities 
(including consents obtained in connection with a tender offer 
or exchange offer for Securities), and any existing default may 
be waived with the consent of the Noteholders of a majority in 
principal amount of the then outstanding Securities (including 
consents obtained in connection with a tender offer or exchange 
offer for Securities).  Without the consent of any Noteholder, 
the Indenture or the Securities may be amended, among other 
things, to cure any ambiguity, defect or inconsistency, to 
provide for assumption by a successor of the Company's 
obligations to Noteholders, to make any change that does not 
adversely affect the rights of any Noteholder, to qualify the 
Indenture under the TIA, or to comply with the requirements of 
the SEC in order to maintain the qualification of the Indenture 
under the TIA.
12. Trustee Dealings with the Company.  The Trustee, in its 
individual or any other capacity, may become the owner or 
pledgee of the Securities and may otherwise deal with the 
Company or an Affiliate of the Company with the same rights it 
would have, as if it were not Trustee, subject to certain 
limitations provided for in the Indenture and in the TIA.  Any 
Agent may do the same with like rights.
13. No Recourse Against Others.  A director, officer, 
employee or stockholder, as such, of the Company shall not have 
any liability for any obligations of the Company under the 
Securities or the Indenture or for any claim based on, in 
respect of or by reason of such obligations or their creation.  
Each Noteholder, by accepting a Security, waives and releases 
all such liability.  The waiver and release are part of the 
consideration for the issue of the Securities.
14. Governing Law; Indenture to Control.  THE INTERNAL LAWS 
OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND THE 
SECURITIES WITHOUT REGARD, TO THE EXTENT PERMITTED BY LAW, TO 
CONFLICT OF LAW PROVISIONS THEREOF. IN THE EVENT OF ANY 
CONFLICT BETWEEN THE PROVISIONS OF THIS SECURITY ON THE ONE 
HAND AND THE INDENTURE OR THE REGISTRATION AGREEMENT, ON THE 
OTHER HAND, THE PROVISIONS OF THE INDENTURE OR THE REGISTRATION 
AGREEMENT, AS THE CASE MAY BE, SHALL CONTROL.
15. Authentication.  The Securities shall not be valid until 
authenticated by the manual signature of an authorized 
signatory of the Trustee or an authenticating agent.
16. Abbreviations.  Customary abbreviations may be used in 
the name of a Noteholder or an assignee, such as: TEN COM (for 
tenants in common), TEN ENT (for tenants by the entireties), JT 
TEN (for joint tenants with right of survivorship and not as 
tenants in common), CUST (for Custodian), and U/G/M/A (for 
Uniform Gifts to Minors Act).
17. Definitions.  Capitalized terms not defined in this 
Security have the meanings given to them in the Indenture.
The Company will furnish to any Noteholder of the Securities upon written 
request and without charge a copy of the Indenture and the Registration 
Agreement.  Request may be made to:
CNET, Inc.
Attention:  Chief Financial Officer
150 Chestnut Street
San Francisco, California  94111

CERTIFICATE OF TRANSFER
To assign this Security, fill in the form below:
(I) or (we) assign and transfer this Security to
___________________________________________________________________________
__
(Insert assignee's social security or tax I.D. no.)
___________________________________________________________________________
__
___________________________________________________________________________
__
___________________________________________________________________________
__
(Print or type assignee's name, address and zip code)
and irrevocably appoint ________________________________________ agent to 
transfer this Security on the books of the Company.  The agent may 
substitute another to act for him.
Your Signature:  	
(Sign exactly as your name appears on the 
other side of this Security)
Date:  ___________________
Medallion Signature Guarantee: 
_____________________________
[For inclusion only if this Security bears a Restricted Securities Legend]  
In connection with any transfer of any of the Securities evidenced by this 
certificate which are "restricted securities" (as defined in Rule 144 (or 
any successor thereto) under the Securities Act), the undersigned confirms 
that such Securities are being transferred:
CHECK ONE BOX BELOW
(1)	?	to the Company; or
(2)	?	pursuant to and in compliance with Rule 144A under the 
Securities Act of 1933; or
(3)	?	pursuant to and in compliance with Regulation S under 
the Securities Act of 1933; or
(4)	?	to an institutional "accredited investor" (as defined 
in Rule 501(a)(1), (2), (3) or (7) under the 
Securities Act of 1933) that has furnished to the 
Trustee a signed letter containing certain 
representations and agreements (the form of which 
letter can be obtained from the Trustee); or
(5)	?	pursuant to an exemption from registration under the 
Securities Act of 1933 provided by Rule 144 
thereunder.
Unless one of the boxes is checked, the Registrar will refuse 
to register any of the Securities evidenced by this certificate 
in the name of any person other than the registered holder 
thereof; provided, however, that if box (3), (4) or (5) is 
checked, the Trustee may require, prior to registering any such 
transfer of the Securities, such certifications and other 
information, and if box (5) is checked such legal opinions, as 
the Company has reasonably requested in writing, by delivery to 
the Trustee of a standing letter of instruction, to confirm 
that such transfer is being made pursuant to an exemption from, 
or in a transaction not subject to, the registration 
requirements of the Securities Act of 1933; provided that this 
paragraph shall not be applicable to any Securities which are 
not "restricted securities" (as defined in Rule 144 (or any 
successor thereto) under the Securities Act).
Your Signature:  	
(Sign exactly as your name appears on the 
other side of this Security)
	
	
	D
ate:  
	_
_________________

Medallion Signature Guarantee:
________________________________


[TO BE ATTACHED TO GLOBAL SECURITIES]
SCHEDULE A
The initial principal amount of this Global Security shall be $?.  The 
following increases or decreases in the principal amount of this Global 
Security have been made:




Date 
Made
Amount of 
increase in 
Principal 
Amount of 
this Global 
Security 
including 
upon 
exercise of 
over-
allotment 
option


Amount of 
decrease in 
Principal 
Amount of 
this Global 
Security


Principal 
Amount of 
this Global 
Security 
following 
such 
decrease or 
increase


Signature 
of 
authorized 
signatory 
of Trustee 
or 
Securities 
Custodian



























































































OPTION OF NOTEHOLDER TO ELECT PURCHASE
If you want to elect to have this Security or a portion thereof repurchased 
by the Company pursuant to Section 3.08 or 4.07 of the Indenture, check the 
box: ?
If the purchase is in part, indicate the portion ($1,000 or any integral 
multiple thereof) to be purchased:  ____________
Your Signature:  	
(Sign exactly as your name appears on 
the other side of this Security)
Date:  ____________
Medallion Signature Guarantee: _______________________

ELECTION TO CONVERT
To CNET, Inc.:
The undersigned owner of this Security hereby irrevocably exercises the 
option to convert this Security, or the portion below designated, into 
Common Stock of CNET, Inc. in accordance with the terms of the Indenture 
referred to in this Security, and directs that the shares issuable and 
deliverable upon conversion, together with any check in payment for 
fractional shares, be issued in the name of and delivered to the 
undersigned, unless a different name has been indicated below.  If shares 
are to be issued in the name of a person other than the undersigned, the 
undersigned will pay all transfer taxes payable with respect thereto.
The undersigned agrees to be bound by the terms of the Registration 
Agreement relating to the Common Stock issued upon conversion of the 
Securities.
If you want to convert this Security in whole, check the box below.  If you 
want to convert this Security in part, indicate the portion of this 
Security to be converted in the space provided below.
In whole	?
	
	o
r	
	P
ortion of Security to be
	converted ($1,000 or any 
integral multiple thereof):
$______________
Date:	______________	Your Signature:  	
(Sign exactly as your name appears 
on the other side of this Security)
Medallion Signature Guarantee:

__________________________________________


Please print or typewrite your name and address, including zip code, and 
social security or other identifying number:



If the Common Stock is to be issued and delivered to someone other than 
you, please print or typewrite the name and address, including zip code, 
and social security or other identifying number of that person:
*	Applicable to Global Securities only.
**	Applicable to Definitive Securities only.


008445.00048:0422895.01