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                         CNET CO-BRANDED SITE AGREEMENT



CNET, Inc. ("CNET") operates Internet sites through which users will be able to
access technology job information and related tools provided by Techies.com
("Content Provider"). Content Provider operates a technology job web site at
http://www.techies.com (the "Content Provider Site"). Content Provider desires
to be listed on the CNET Sites, including the CNET Tech Jobs site at
http://jobs.cnet.com and any other site launched by CNET that is primarily
devoted to information technology (collectively, the "CNET Sites"), on the terms
and subject to the conditions set forth in this Agreement. Accordingly, CNET and
Content Provider hereby agree as follows:

1.       CO-BRANDED SITE.

         1.1.     DEVELOPMENT. Within a reasonable time after the execution of
                  this Agreement, the parties will use commercially reasonable
                  efforts to create and develop a co-branded version of the
                  Content Provider Site (the "Co-Branded Site") with the
                  intention of making such site available to CNET's general user
                  base on January 1, 2000 (the "Launch Date"). The parties will
                  cooperate in good faith to determine a mutually agreed upon
                  beta and testing period that will occur prior to the Launch
                  Date. The Co-Branded Site will include a career development
                  center with the following functions and features: job listings
                  search, career management resource content authored by the
                  Content Provider, registration to the Content Provider's
                  services through the Co-Branded Site, and ability to browse
                  profiles of Content Provider's clients. The Co-Branded Site
                  will also include a "Post your Jobs" feature, a "Company of
                  the Day or Week" function, and a "Job of the Day or Week"
                  function, the latter two features which shall be reasonably
                  determined by Content Provider and selected from Content
                  Provider's client base. Without limiting the foregoing, unless
                  otherwise determined by CNET, the Co-Branded Site will provide
                  all of the information, content, features and functionality,
                  and will perform in a manner substantially similar to the
                  Content Provider Site, as the Content Provider Site may be
                  updated and enhanced from time to time. Unless otherwise
                  agreed by the parties, CNET will not include any reasonably
                  deemed competitive job or career-related functionality within
                  the Co-Branded Site. Each party will designate a contact to
                  whom questions about the production of the Co-Branded Site
                  shall be directed.

         1.2.     HOSTING. Unless otherwise mutually agreed by the parties, the
                  Content Provider will host the Co-Branded Site on its servers
                  (or on servers within its control) and will provide all
                  computer hardware, software and personnel necessary to operate
                  and maintain such Co-Branded Site as functional pages
                  accessible to users of the World Wide Web. Notwithstanding
                  that the Co-Branded Site is hosted by the Content Provider,
                  the Content Provider agrees to use commercially reasonable
                  efforts to ensure that that each page on the Co-Branded Site
                  will be IP masked so that the URL displayed in a Co-Branded
                  User's browser ends in CNET.com. The parties agree that CNET
                  will receive credit for all page views for Media Metrix


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                  and other reporting purposes. In the event that CNET
                  reasonably determines that Content Provider is technologically
                  unable to include a CNET.com URL on the registration page,
                  CNET agrees that such registration page only may appear under
                  the Techies.com URL, provided that (a) the look and feel of
                  such registration page is substantially similar to the look
                  and feel of the Co-Branded Site, and (b) no advertising or
                  other promotions appear on the registration page. The parties
                  will work together in good faith to determine the most
                  efficient and effective method to provide the Co-Branded Site
                  to users, and may move some Co-Branded pages to CNET's servers
                  as mutually agreed upon.

         1.3.     DESIGN; LOOK AND FEEL. CNET will design the user interface and
                  all aspects of the look and feel of the Co-Branded Site in
                  consultation with the Content Provider. The design, text and
                  graphics of the Co-Branded Site created by CNET will be
                  provided to Content Provider at least 30 days prior to the
                  Launch Date. Each page on the Co-Branded Site will include
                  primary branding for CNET and may include hyperlinks to CNET
                  or to third parties, as determined at CNET's discretion
                  subject to the terms of Section 2.7 below. Content Provider
                  will receive branding on the Co-Branded Site in the form of
                  (a) a logo of equal size to the CNET logo which appears above
                  the fold on the Co-Branded Site, and (b) a text statement
                  indicating that the Co-Branded Site is "Powered by
                  techies.com" directly adjacent to the CNET logo.

         1.4.     TECHNICAL STANDARDS. The Co-Branded Site will comply with the
                  functional, technical and editorial specifications and
                  standards set forth in Exhibit A.

         1.5.     ADVERTISING. CNET or its third party designee will be solely
                  responsible for creating and pricing advertising units, as
                  well as selling and serving all advertising on the Co-Branded
                  Site. Content Provider will use commercially reasonable
                  efforts to ensure that the hardware and software associated
                  with the Co-Branded Site are compatible with the ad serving
                  software of CNET or its third-party ad server existing as of
                  the Effective Date of this Agreement.

         1.6.     DATA COLLECTION.

                  1.6.1.   CO-BRANDED USERS. Members of the Content Provider's
                           service registering from the Co-Branded Site will be
                           directed back to the Co-Branded Site for services and
                           information offered by the Content Provider,
                           including to browse company profiles in response to a
                           JobNote (as defined in Section 2.6).

                  1.6.2.   DELIVERY BY CONTENT PROVIDER TO CNET. Content
                           Provider will own all user registration data
                           generated through the Co-branded Site. Content
                           Provider will supply CNET with the Co-Branded Site
                           user registration data in both summary and detailed
                           form, for usage as defined in Section 1.6.3 below.
                           This data will be shared in real time if commercially
                           and technologically feasible, so that, for example,
                           CNET could customize its site content and advertising
                           for that user. If real time data sharing is not


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                           available, the data shall be provided to CNET no less
                           frequently than bi-weekly. Content Provider shall
                           provide CNET with all information it collects on the
                           Co-Branded Site including, without limitation, data
                           regarding visits, number of searches, page views and
                           unique users.

                  1.6.3.   PERMITTED USE. During the Term and after termination
                           of this Agreement, CNET will not use the registration
                           data to target advertising or promotions to
                           registered users for a service that is competitive
                           with the products or services provided by the Content
                           Provider at the date of the execution of this
                           Agreement (e.g., career and recruiting services).
                           During the Term and after termination of this
                           Agreement, Content Provider may use the registration
                           data to deliver a reasonable amount of information
                           regarding Content Provider's services, provided that
                           (a) such information will not be specifically
                           targeted at users that registered through the
                           Co-Branded Site, (b) such information will not refer
                           to CNET or any CNET property without CNET's prior
                           written consent, and (c) such registration data may
                           be provided to third parties only if (i) the user has
                           affirmatively "opted-in" to allow such data to be
                           disclosed, and (ii) such third party is not a CNET
                           competitor, defined as a company whose primary
                           business involves Internet-based news, information,
                           reviews, e-commerce solutions, auctions, price
                           comparisons or software downloads. All use of Content
                           Provider's proprietary data will be consistent with
                           Content Provider's and CNET's reasonable privacy
                           policies. This clause will survive the termination of
                           the Agreement. Except for the restrictions placed on
                           use of the registration data provided above, nothing
                           herein shall restrict a party from offering products
                           or services in competition with the other.

                  1.6.4.   DELIVERY BY CNET TO CONTENT PROVIDER. CNET shall
                           provide Content Provider with any information it
                           collects on the Co-Branded Site, such as page views,
                           unique users, and clickthroughs to the registration
                           tool. Such data may be shared in the aggregate by
                           Content Provider solely for marketing purposes,
                           provided that the accuracy and representation of such
                           data in marketing materials is approved in advance by
                           CNET and that such data is not provided to any CNET
                           competitor.

         1.7.     MESSAGES. All hyperlinks and URLs included within any messages
                  sent to users of the Co-Branded Site, including but not
                  limited to JobNotes, shall link to the appropriate page on the
                  Co-Branded Site; provided, however, that if pursuant to
                  Section 1.1 CNET has elected to not include certain content of
                  the Content Provider Site and such content is referenced in
                  the message, then any hyperlinks directly related to that
                  content may link to the appropriate page of the Content
                  Provider Site.

2.       PROMOTIONS ON THE CNET SITES.

         2.1.     PROMOTIONS. Content Provider agrees to purchase standard
                  rate-card advertising promotions on the CNET Sites and CNET TV
                  ("Promotions") totaling at least


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                  $3,000,000 (net of all discounts) during the Term ("Minimum
                  Media Buy Amount"). Unless otherwise mutually agreed,
                  Content Provider will pay for the Promotions at the rate of
                  $83,333 per month during the first year following the
                  Launch Date, and $166,667 per month during the second year
                  following the Launch Date. Pricing of such Promotions will
                  be based on a [****] discount off CNET's standard Net
                  Advertising Card Rates (as defined below) in effect at the
                  time of execution of this Agreement. For the purposes of
                  this Paragraph, "Net Advertising Card Rates" means full,
                  standard advertising card rates minus a 15% advertising
                  agency commission. Such Promotions will be designed to
                  promote the CNET Tech Jobs channel and will include the
                  phrase "Powered by Techies.com" wherever appropriate or
                  mutually agreed.

         2.2.     DELIVERY AND DESIGN. The Promotions will be delivered
                  substantially in accordance with the Media Plan set forth on
                  EXHIBIT B, as may be changed from time to time by mutual
                  agreement of the parties. Notwithstanding the foregoing,
                  within 30 days following the execution of this Agreement, CNET
                  and Content Provider will work together in good faith to
                  determine what changes, if any, should be made to EXHIBIT B
                  with respect to the Promotions, and shall amend EXHIBIT B to
                  reflect all mutually agreed upon changes. For any changes to
                  the EXHIBIT B, CNET and Content Provider will work together in
                  good faith to determine the timing, type, content, number and
                  placement of such changed Promotions on the CNET Sites. CNET
                  will design any graphics and other materials required for the
                  Promotions, in reasonable consultation with the Content
                  Provider. Unless otherwise agreed by the parties, all
                  Promotions will be linked to the Co-Branded Site.

         2.3.     CNET PROMOTION REPORT. Within thirty (30) days following the
                  end of each month during the Term, CNET will provide a report
                  to Content Provider describing the number of Promotions
                  delivered during the previous month ("CNET Promotion Report")
                  and in addition will provide access to tracking and reporting
                  information in the manner generally available to other
                  advertisers on the CNET Sites.

         2.4.     LINKS AND SITE INTEGRATION. CNET will place links to the
                  Co-Branded Site in relevant areas within the CNET Sites, as
                  defined in Exhibit C. Additional links may be placed within
                  the CNET Sites at CNET's sole discretion. Without limiting the
                  foregoing, CNET will place a link to the Co-Branded Site off
                  the front door of CNET.com and in the navigation bar appearing
                  at the top of each page on the CNET Sites; provided that CNET
                  may change the look and feel, design, functionality and
                  features of the CNET Sites at CNET's sole discretion. If any
                  change to the CNET Sites requires that CNET remove links to
                  the Co-Branded Site, CNET will use good faith efforts to
                  provide such links in a substitute location; provided that
                  CNET will use commercially reasonable efforts to ensure that a
                  link to the Co-Branded Site remain on the front door of
                  CNET.com, and will provide a link of substantially similar
                  prominence if such front door link is removed.


                                       4

 [****] Confidential portion omitted and filed separately with the Commission.

<PAGE>

         2.5.     DISPATCH AND CNET REGISTRATION. During the Term, CNET will use
                  commercially reasonable efforts to include an announcement
                  regarding the availability of the CNET Tech Jobs site in one
                  CNET Dispatch at no charge to Content Provider. CNET will
                  draft such announcement, subject to the reasonable approval of
                  Content Provider, which will not be unreasonably withheld or
                  delayed. In addition, CNET will include a link to the
                  Co-Branded Site within each career-oriented newsletter, if
                  any, that may be created by CNET after the Effective Date.
                  Further, if CNET develops a universal CNET registration page
                  on which a user can register for all services on the CNET
                  Sites, CNET may include the Co-Branded Site within such
                  registration page, at CNET's option; provided that CNET will
                  use commercially reasonable efforts to include an "opt-in" box
                  on such registration page though which users may request
                  registration information related to the Co-Branded Site.

         2.6.     JOBNOTES. For the purposes of this Agreement, "JobNote" means
                  an email dispatch from Content Provider, known as a JobNote
                  (or its successor), that describes a job listed on the Content
                  Provider Site. At CNET's discretion, CNET may include a link
                  to a JobNotes sign-up page on the CNET Dispatch registration
                  page. The JobNotes sign-up page will initiate the registration
                  process, and will include reference to the Content Provider.
                  In all JobNotes delivered to members of the Co-Branded Site,
                  Content Provider will include mutually agreed-upon co-branding
                  in the "Subject" field and heading of the email, which will
                  include, at a minimum, the CNET name before the name of
                  Content Provider. Further, such JobNote will point the user to
                  the Co-Branded Site to review the profile of the respective
                  Content Provider's client, and will not contain advertising
                  unless mutually agreed by the parties.

         2.7.     EXCLUSIVITY.

                  2.7.1.   During the Term, CNET will not include any
                           third-party content within the CNET Sites from any
                           company that is in the primary business of career
                           placement or recruiting in the information technology
                           industry.

                  2.7.2.   CNET will not include advertising or promotions on
                           the Co-Branded Site from any company listed on
                           Exhibit D, as may be changed not more than
                           semi-annually by mutual agreement of the parties.
                           Notwithstanding the foregoing, if any company with
                           which CNET has an existing contractual relationship
                           is added to Exhibit D, then CNET may fulfill its
                           existing contract with such company, provided that
                           such contract may not be extended or renewed by CNET.

                  2.7.3.   Content Provider acknowledges that CNET currently
                           operates co-branded sites that offer job listings,
                           including the co-branded CNET/iNiku site accessible
                           from various locations on the CNET Sites. Content
                           Provider acknowledges and agrees that CNET may
                           continue to offer and promote such co-branded sites
                           and create new co-branded sites that are not directly
                           competitive with the Content Provider as described in
                           Section 2.7.1;


                                       5

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                           provided, however, that CNET will not endorse any
                           third-party job area (including iNiku) as the
                           official provider of job and career information on
                           the CNET Sites.

                  2.7.4.   Notwithstanding any other provision of this
                           Agreement, Content Provider acknowledges that CNET
                           produces co-branded editions of CNET Sites for
                           various resellers, distributors and other licensees
                           (collectively the "Distributors"). In some cases,
                           such Distributors are entitled to replace CNET's
                           default content with other content within their own
                           co-branded editions of the CNET Site. Notwithstanding
                           the other provisions of this Agreement, if any such
                           Distributor has exercised its right to replace
                           Content Provider's content with other content, then
                           CNET will not be required to display Content
                           Provider's content within such Distributor's
                           co-branded edition of the CNET Site, and the
                           exclusivity described herein shall not apply to such
                           Distributor's co-branded edition. CNET agrees that it
                           will not create any co-branded edition of a CNET Site
                           for any company that is in the primary business of
                           career placement or recruiting in the information
                           technology industry, provided that the foregoing will
                           not restrict CNET from licensing CNET content to such
                           companies. Further, CNET acknowledges that unless
                           otherwise agreed by CNET and Content Provider,
                           Content Provider will not be under any obligation to
                           create a separate multi-branded site for CNET and any
                           Distributor.

                  2.7.5.   CNET is creating several international editions of
                           the CNET Sites to reflect appropriate localized and
                           local partner content ("International Editions"). The
                           parties acknowledge that the terms of this Agreement
                           do not extend to such International Editions. If CNET
                           desires to add information technology career and
                           recruiting content to future International Editions
                           created for CNET, CNET will negotiate in good faith
                           with Content Provider regarding the terms and
                           conditions on which Content Provider's content may be
                           included on such International Edition, provided that
                           the foregoing will not obligate either party to enter
                           into an agreement related to such International
                           Editions.

3.       PROMOTIONS ON THE CONTENT PROVIDER SITE.

         3.1.     CONTENT PROVIDER PROMOTIONS. CNET agrees to purchase standard
                  rate-card advertising promotions on the Content Provider Site
                  ("Content Provider Promotions") totaling at least $500,000
                  (net of all discounts) during the Term. Pricing of such
                  Content Provider Promotions will be based on a [****] discount
                  off Content Provider's standard Net Advertising Card Rates (as
                  defined below) in effect at the time of execution of this
                  Agreement. For the purposes of this Paragraph, "Net
                  Advertising Card Rates" means full, standard advertising card
                  rates minus a 15% advertising agency commission. Content
                  Provider agrees that CNET will receive a promotional presence
                  as mutually agreed by the parties.


                                       6

 [****] Confidential portion omitted and filed separately with the Commission.

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         3.2.     DELIVERY AND DESIGN. The Content Provider Promotions will be
                  delivered as mutually agreed by the parties. Content Provider
                  will work in good faith to accommodate CNET's requests with
                  respect to the Content Provider Promotions, and Content
                  Provider and CNET will work together to determine the timing,
                  type, content, number and placement of all Content Provider
                  Promotions on the Content Provider Site. CNET will design any
                  graphics and other materials required for the Promotions. All
                  Content Promotions will be linked to a CNET Site as directed
                  by CNET.

         3.3.     CONTENT PROVIDER PROMOTION REPORT. Within thirty (30) days
                  following the end of each month during the Term, Content
                  Provider will provide a report to CNET describing the number
                  of Content Provider Promotions delivered during the previous
                  month.

4.       LICENSE.

         4.1.     LICENSE BY CNET. CNET hereby grants to Content Provider a
                  non-exclusive, worldwide, royalty-free license, effective
                  throughout the Term, to use, publish, publicly perform,
                  publicly display, and digitally perform the CNET trademarks,
                  service marks, logos and brands on the Co-Branded Site and
                  within the Content Provider Promotions, to the extent
                  necessary to fulfill its obligations hereunder.

         4.2.     LICENSE BY CONTENT PROVIDER. Content Provider hereby grants
                  CNET a non-exclusive, worldwide, royalty-free license,
                  effective throughout the Term, to use, publish, publicly
                  perform, publicly display, digitally perform the Content
                  Provider's trademarks, service marks, logos and brands needed
                  solely for the Promotions undertaken by CNET for Content
                  Provider and for the Co-Branded Site.

         4.3.     OWNERSHIP. Each party acknowledges and agrees that it does not
                  have any claim, right, title or interest in or to the other
                  party's content or trademarks, except as explicitly provided
                  herein. Further, each party acknowledges and agrees that it
                  shall use the other party's content and trademarks solely as
                  expressly permitted under this Agreement and in a manner
                  consistent with the terms and conditions of this Agreement.
                  Nothing contained in this Agreement will give either party any
                  right, title or interest in or to any trademarks, trade names,
                  logos or other intellectual property of the other party,
                  except for the limited rights expressly granted hereunder.
                  Each party acknowledges and agrees that the other party has
                  complete authority to control the use of its content and
                  trademarks.

5.       PAYMENTS.

         5.1.     SLOTTING FEE. Content Provider will pay to CNET a slotting fee
                  totaling $7,000,000 for placement and integration on the CNET
                  Sites as described herein, payable at the rate of $3,000,000
                  during the first year of this Agreement, and $4,000,000 during
                  the second year of this Agreement. Beginning on the Launch


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                  Date, such payments will be made in equal quarterly
                  installments, in advance, at the beginning of each quarter
                  during the respective year during the Term.

         5.2.     PROMOTIONAL FEE. Content Provider will pay CNET $2,500,000 for
                  the Promotions described in Section 2.1, with payment terms
                  defined in the "Terms and Conditions" attached hereto. The
                  remaining $500,000 in Promotions will be paid for in barter as
                  provided in Section 5.4 below and the "Terms and Conditions."

         5.3.     ADVERTISING REVENUE SPLIT. CNET and Content Provider will
                  share all Net Advertising Revenue (as defined below) from
                  the Co-Branded Site at the rate of [****] each. For
                  purposes of this Section, "Net Advertising Revenue" means
                  revenue derived from advertising on the Co-Branded Site
                  minus reasonable ad serving costs. For purposes of
                  determining amounts due to Content Provider, Net
                  Advertising Revenue shall not be less that [****] of revenue
                  derived from advertising within the Co-Branded Site.

         5.4.     CONTENT PROVIDER PROMOTIONS. The Content Provider Promotions
                  described in Section 3 will be delivered as payment for the
                  $500,000 of Promotions delivered on the CNET Sites for Content
                  Provider, as further described in the "Terms and Conditions."

6. TERM. The term of this Agreement (the "Term") will commence on the signing of
this Agreement and will continue for a period of two years after the Launch
Date, unless otherwise terminated as provided in the Terms and Conditions
attached hereto.

7. TERMINATION. The parties acknowledge that they are contemplating an equity
agreement in which CNET will invest in Content Provider. If such equity
agreement is not signed within five business days following the signing of this
Agreement, then either party may terminate this Agreement immediately upon
written notice to the other.

8. PUBLICITY. The parties agree to work together to issue a joint press release
concerning their relationship, the CNET Tech Jobs site, and other mutually
agreed-upon matters. Each party shall have an opportunity to review and approve
such press release prior to its publication. Neither party shall issue any other
press release concerning the business relationship set forth herein without the
prior written consent of the other party; provided, however, that the foregoing
will not restrict either party from making press releases about their respective
products and services which do not include a reference to the other.


                                       8

 [****] Confidential portion omitted and filed separately with the Commission.

<PAGE>

9. TERMS AND CONDITIONS. All other terms and conditions governing this Agreement
are attached hereto and are incorporated herein by this reference. If there is
any apparent conflict or inconsistency between this Co-Branded Site Agreement
and the attached Terms and Conditions, this Co-Branded Site Agreement shall
control unless the parties expressly agrees otherwise in writing.

AGREED AND ACCEPTED the 9th day of November 1999.

CONTENT PROVIDER                                 CNET

BY: /s/ Peter Brasket                            BY: /s/ Doug Woodrum
   --------------------------------------           ----------------------------
TITLE:  Vice President, Business Develop.        TITLE: CFO


                                       9

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                              TERMS AND CONDITIONS

This document sets forth additional Terms and Conditions under which CNET will
provide Promotions and Content Provider Links to the Content Provider in
fulfillment of the attached Co-Branded Site Agreement (the "Content Provider
Agreement").


1.   TERMS OF PAYMENT. Unless otherwise mutually agreed, Content Provider shall
     purchase Promotions at the rate of $83,333 per month during the first year
     following the Launch Date, and $166,667 per month during the second year
     following the Launch Date; provided, however, that the last quarter's
     payments of the first year shall be replaced by $250,000 in Content
     Provider Promotions delivered during the first year, and one-half of the
     last quarter's payments of the second year shall be replaced by $250,000 in
     Content Provider Promotions delivered during the second year. CNET shall
     invoice Content Provider on a monthly basis for the Promotions provided in
     the previous month. All payments will be due 30 days after receipt of the
     invoice and CNET Promotion Report by Content Provider. If Content Provider
     fails to make any payment due hereunder, Content Provider will be
     responsible for all reasonable expenses (including attorneys' fees)
     incurred by CNET in collecting such amounts. Content Provider shall be
     responsible for all taxes associated with the payments required hereunder
     (except for taxes based on CNET's net income). Failure by the Content
     Provider to make the payments required will be deemed a material breach of
     this Content Provider Agreement and CNET shall have the option to remove
     the Content Provider from any or all CNET Sites and may pursue other
     remedies at CNET's sole discretion. If CNET does not deliver the Promotions
     because of Content Provider's action or inaction and not because of any
     fault of CNET (e.g., Content Provider fails to place acceptable orders,
     Content Provider fails to deliver creative materials on schedule, etc.),
     Content Provider agrees that it shall pay the Minimum Media Buy Amount, as
     applicable, described in Section 2.1 of the Content Provider Agreement,
     provided it receives the agreed-upon number of Promotions at the time of
     payment.

2.   PROMOTION POSITIONING, STYLE AND RATES. Except as otherwise expressly
     agreed by the parties, positioning of Promotions within the CNET Sites or
     on any page is at the sole discretion of CNET. Notwithstanding the
     forgoing, Promotions will be placed in a prominent location above the fold
     on the page they appear. These promotions shall be at least the same size
     as other Promotions for similar offerings. CNET may in its sole discretion
     label any advertisement as a "Promotion" for clarification.

3.   LIMITATION OF LIABILITY. EXCEPT FOR PAYMENTS REQUIRED UNDER SECTION 4, IN
     NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY PUNITIVE, INCIDENTAL OR
     CONSEQUENTIAL DAMAGES IN ANY ACTION ARISING FROM OR RELATED TO THESE TERMS
     AND CONDITIONS, THE CONTENT PROVIDER AGREEMENT, OR ANY INSERTION ORDER IN
     EFFECT BETWEEN CNET AND CONTENT PROVIDER FROM TIME TO TIME, WHETHER BASED
     IN CONTRACT, TORT (INCLUDING NEGLIGENCE), INTENDED CONDUCT OR OTHERWISE,
     INCLUDING WITHOUT LIMITATION, DAMAGES RELATING TO THE LOSS OF PROFITS,
     INCOME OR GOODWILL, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF
     THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR DAMAGES ARISING UNDER SECTION 4
     OR 13, IN NO EVENT WILL EITHER PARTY'S LIABILITY FOR MONETARY DAMAGES UNDER
     THIS CONTENT PROVIDER AGREEMENT EXCEED THE AMOUNT PAID BY CONTENT PROVIDER
     TO CNET FOR THE PROGRAM WHICH IS THE BASIS OF LIABILITY. NEITHER PARTY WILL
     BE LIABLE FOR ANY INTERNET OR TELECOMMUNICATIONS FAILURE, COMPUTER VIRUS,
     THIRD PARTY INTERFERENCE OR OTHER THIRD PARTY SOFTWARE OR HARDWARE THAT MAY
     INTERRUPT OR DELAY ACCESS TO ANY INTERNET SITE OR CAUSE OTHER PROBLEMS OR
     LOSSES (COLLECTIVELY, A "NETWORK FAILURE"). NEITHER PARTY WILL BE LIABLE
     FOR ANY DELAY OR FAILURE TO FULFILL ITS OBLIGATIONS HEREUNDER THAT RESULTS
     FROM AN ACT OF GOD, WAR, CIVIL DISTURBANCE, COURT ORDER, LEGISLATIVE OR


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<PAGE>

     REGULATORY ACTION, CATASTROPHIC WEATHER CONDITION, EARTHQUAKE, FAILURE OR
     FLUCTUATION IN ELECTRICAL POWER OR OTHER UTILITY SERVICES, NETWORK FAILURE
     OR OTHER CAUSE BEYOND ITS REASONABLE CONTROL.

4.   WARRANTY; INDEMNITY. Each party to this Content Provider Agreement
     represents and warrants to the other party that (i) such party has all
     necessary right, power and authority to enter into this Content Provider
     Agreement and to perform the acts required of it hereunder, and (ii) the
     entry into this Content Provider Agreement by such party, and the
     performance by such party of its obligations and duties hereunder, do not
     and will not violate any agreement of such party or by which such party is
     bound. Content Provider represents and warrants to CNET that the content
     provided by Content Provider on the Co-Branded Site (i) does not knowingly
     infringe any intellectual property, publicity or privacy rights of any
     third party, (ii) to its knowledge is not defamatory, (iii) to its
     knowledge is not lewd, pornographic or obscene, (iv) to its knowledge is in
     compliance with all applicable laws, and (v) does not violate any laws
     regarding unfair competition, antidiscrimination or false advertising and
     (vi) does not to its knowledge contain any virus, worm, "trojan horse",
     time bomb or similar contaminating or destructive feature. CNET may review
     Content Provider's content and, in CNET's sole discretion, may remove any
     content at any time that fails to comply with the above requirements.
     Content Provider agrees to indemnify and hold harmless CNET and its
     affiliates, and their respective officers, agents and employees, from and
     against any and all loss, liability and expense (including reasonable
     attorneys' fees) suffered or incurred by reason of any claims, proceedings
     or suits based on or arising out of any claim that the Content Provider's
     content, data, information or service (i) infringes any intellectual
     property, publicity or privacy rights of a third party, including without
     limitation claims for defamation, violation of rights of publicity and/or
     privacy, copyright infringement, and trademark infringement., (ii) is
     defamatory, (iii) is lewd, pornographic or obscene, (iv) is not in
     compliance with all applicable laws, and (v) violates any laws regarding
     unfair competition, antidiscrimination or false advertising, (vi) contains
     any virus, worm, "trojan horse", time bomb or similar contaminating or
     destructive feature, or (vii) otherwise breaches or allegedly breaches the
     foregoing representations and warranties. CNET agrees to indemnify and hold
     harmless Content Provider and its affiliates, and their respective
     officers, agents and employees, from and against any and all loss,
     liability and expense (including reasonable attorneys' fees) suffered or
     incurred by reason of any third party claims, proceedings or suits based on
     or arising out of any claim that the content created by CNET and displayed
     on the Co-Branded Site, or Promotions created by CNET, (i) infringes any
     intellectual property, publicity or privacy rights of a third party,
     including without limitation claims for defamation, violation of rights of
     publicity and/or privacy, copyright infringement, and trademark
     infringement., (ii) is defamatory, (iii) is lewd, pornographic or obscene,
     (iv) is not in compliance with all applicable laws, and (v) violates any
     laws regarding unfair competition, antidiscrimination or false advertising,
     (vi) contains any virus, worm, "trojan horse", time bomb or similar
     contaminating or destructive feature, or (vii) otherwise breaches or
     allegedly breaches the foregoing representations and warranties. EXCEPT AS
     EXPRESSLY SET FORTH HEREIN, EACH PARTY ACKNOWLEDGES AND AGREES THAT THE
     OTHER HAS NOT MADE ANY REPRESENTATIONS, WARRANTIES OR AGREEMENTS OF ANY
     KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF
     CONTENT PROVIDERABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

5.   RESPONSIBILITY FOR PRODUCTS AND SERVICES. The parties acknowledge and agree
     that, as between them, each party will be solely responsible for any claims
     or other losses associated with or resulting from the content or other
     products and/or services provided by such party, including without
     limitation any warranty, return or support obligations related to such
     products and/or services. Content Provider agrees to offer its products and
     services to users of the Content Provider Site on the terms described on
     the Content Provider Site. Content Provider acknowledges and agrees that
     CNET does not intend to, and will not be required to, edit or review any
     Content Provider content. CNET is not authorized to make, and agrees not to
     make, any representations or warranties concerning the Content Provider,
     except to the extent (if any) contained within the information and Content
     Provider content posted on the Co-Branded Site


                                      11

<PAGE>

     or delivered to CNET by Content Provider. The foregoing restriction will
     not limit CNET's ability to make editorial statements regarding Content
     Provider.

6.   ADVERTISING GUIDELINES. At CNET's reasonable request, Content Provider will
     be responsible for delivering to CNET various materials for the Promotions
     in accordance with CNET's policies and standard advertising specifications
     ("Advertising Specifications"), as may be amended from time to time. A copy
     of CNET's Advertising Specifications can be obtained upon written request
     to CNET.

7.   REPORTS AND STATISTICS FROM CNET. CNET will provide Content Provider with
     various reports and statistics in a format reasonably determined by CNET,
     including without limitation the CNET Promotion Report. Content Provider
     shall treat all such reports and the terms of this Agreement as
     Confidential Information hereunder and may not distribute or disclose such
     reports, statistics or terms to any third party without CNET's prior
     written consent. CNET makes no guarantees regarding the accuracy,
     reliability or completeness of any reports or statistics provided to
     Content Provider. Content Provider acknowledges that the statistics
     provided on the CNET Promotion Report are the official, definitive
     measurement of CNET's performance on any delivery obligations described in
     the Content Provider Agreement. No other measurements or usage statistics
     (including those of Content Provider or a third-party advertisement server)
     shall be accepted by CNET or have bearing on this Content Provider
     Agreement.

8.   DELAY. In the event Content Provider is unable to launch a Promotion
     through no fault or delay of CNET on such Promotion's designated start
     date, the term of the Promotion will be shortened by each day of delay.
     Content Provider will be allowed to extend the Promotion beyond the
     original term by the number of days of delay, provided Content Provider
     pays a fee of twenty-five percent (25%) of the daily media value of the
     Promotion for each day in addition to the media value of the Promotion for
     the additional days. After a Promotion is received from Content Provider,
     CNET will use commercially reasonable efforts to launch the Promotion on
     such Promotion's designated start date as required herein.

9.   CONTENT PROVIDER SITE. Content Provider will be responsible for ensuring
     that each URL used in a Promotion takes the User to the appropriate area
     within the Co-Branded Site. Content Provider shall provide to Users coming
     to the Co-Branded Site at least the same level of service as is offered to
     Users coming directly to the Content Provider Site. If Content Provider
     publishes pricing information for its services on the Co-Branded Site, then
     Content Provider agrees to ensure that such information remains accurate.
     Content Provider will also use commercially reasonable efforts to maintain
     a professional image to Users, as reasonably determined by CNET. If any of
     the standards set forth above are not met by Content Provider, or if
     Content Provider fails to maintain a reasonably professional image (as
     determined by CNET), then CNET may immediately remove any or all links to
     the Content Provider Site, at CNET's sole discretion, until Content
     Provider adequately demonstrates to CNET that the Content Provider's
     business practices and/or the Content Provider Site is in full compliance
     and can maintain a professional image; provided, however, that Content
     Provider's failure to remedy such problem within 30 days shall be deemed a
     material breach of this Agreement. Further, if the Content Provider Site
     fails to operate fully and functionally in any material respect for any
     period of four or more consecutive hours, even if otherwise in compliance
     with the performance standards, CNET may immediately remove any or all
     links to the Content Provider Site at CNET's sole discretion until such
     time as Content Provider notifies CNET that such Content Provider Site has
     resumed acceptable operation. These remedies are for CNET's editorial
     purposes and in no way limit CNET's ability to terminate this contract or
     pursue any other remedies hereunder in the event the performance standards
     set forth herein are not met.

10.  ASSIGNMENT. Content Provider may not resell, assign or transfer any of its
     rights hereunder without CNET's prior written consent, which will not be
     unreasonably withheld. CNET may not resell, assign or transfer any of its
     rights hereunder without Content Provider's prior written consent, except
     to any affiliate or subsidiary of CNET that operates a CNET Site.

11.  TERMINATION. If either party commits a material breach of its obligations
     hereunder that is not cured within 30 days after notice thereof from the
     non-breaching party, such non-breaching party


                                      12

<PAGE>

     may terminate this Content Provider Agreement at any time by giving
     written notice of termination to the breaching party and except for any
     confidentiality obligations and the obligations contained in Paragraphs
     4 and 13 of these Terms and Conditions, both parties shall be relieved
     of all other obligations hereunder.

12.  INTELLECTUAL PROPERTY. During the Term Content Provider hereby grants CNET
     access to the Content Provider content for the sole purposes of linking to
     and distributing such Content Provider content on the Co-Branded Sites as
     contemplated hereby. Further, during the Term Content Provider hereby
     grants CNET the right to publicly display Content Provider's intellectual
     property that may be delivered by Content Provider to CNET expressly for
     use on the CNET Sites (the "Content Provider Marks"), solely in connection
     with marketing and operating the CNET Sites as contemplated hereby.

13.  CONFIDENTIALITY. Each party (the "Receiving Party") undertakes to retain in
     confidence the terms of this Agreement and all other non-public information
     and know-how of the other party disclosed or acquired by the Receiving
     Party pursuant to or in connection with this Agreement which is either
     designated as proprietary and/or confidential or by the nature of the
     circumstances surrounding disclosure, ought in good faith to be treated as
     proprietary and/or confidential ("Confidential Information"); provided that
     each party may disclose the terms and conditions of this Agreement to its
     immediate legal and financial consultants in the ordinary course of its
     business. Each party agrees to use reasonable best efforts to protect
     Confidential Information of the other party, and in any event, to take
     precautions at least as great as those taken to protect its own
     confidential information of a similar nature. The foregoing restrictions
     shall not apply to any information that: (a) was known by the Receiving
     Party prior to disclosure thereof by the other party; (b) was in or entered
     the public domain through no fault of the Receiving Party; (c) is disclosed
     to the Receiving Party by a third party legally entitled to make such
     disclosure without violation of any obligation of confidentiality; (d) is
     required to be disclosed by applicable laws or regulations (but in such
     event, only to the extent required to be disclosed); or (e) is
     independently developed by the Receiving Party without reference to any
     Confidential Information of the other party. Upon request of the other
     party, or in any event upon any termination or expiration of the Term, each
     party shall return to the other all materials, in any medium, which
     contain, embody, reflect or reference all or any part of any Confidential
     Information of the other party. Each party acknowledges that breach of this
     provision by it would result in irreparable harm to the other party, for
     which money damages would be an insufficient remedy, and therefore that the
     other party shall be entitled to seek injunctive relief to enforce the
     provisions of this Section.

14.  ENTIRE AGREEMENT. This Agreement (including the attached Content Provider
     Agreement) constitutes and contains the entire agreement between the
     parties with respect to the subject matter hereof and supersedes any prior
     oral or written agreements. If there is any apparent conflict or
     inconsistency between these Terms and Conditions and the Content Provider
     Agreement, the Content Provider Agreement shall control unless the parties
     expressly agree otherwise in writing. This Content Provider Agreement and
     these Terms and Conditions may not be amended except in writing signed by
     both parties. Nothing in the Content Provider Agreement will be deemed to
     constitute either party as the other's partner, joint venturer,
     representative, agent or employee for any purpose.

15.  APPLICABLE LAW. This Content Provider Agreement will be construed in
     accordance with and governed by the laws of the State of California,
     without regard to principles of conflicts of law.


                                      13

<PAGE>

                                   EXHIBIT A

                    TECHNICAL AND EDITORIAL SPECIFICATIONS


The Co-Branded Site and the Content Provider's related operations must comply
with the following performance standards throughout the Term:

         1.       The Co-Branded Site will be operational and fully functional
                  in all material respects (i.e. capable of displaying
                  information and conducting transactions as contemplated in the
                  ordinary course of business) at least 97% of the time during
                  any 30 day period, provided that Content Provider shall not be
                  responsible for access problem to the Co-Branded Site caused
                  by Internet/ISP outages.

         2.       The average time required to start displaying the HTML on a
                  page of the Co-Branded Site after a link from a CNET Site
                  shall not exceed a daily average of five seconds, and the
                  average time required to deliver an entire page of the
                  Co-Branded Site over the open Internet shall not exceed a
                  daily average of fifteen seconds. For measurements required in
                  this Section, the Content Provider may assume a stable,
                  standard T1 connection to the Internet.

         3.       Without limiting the effect of Sections 1 and 2 above, the
                  Content Provider shall provide to Users coming to the
                  Co-Branded Site from a CNET Site at least the same level of
                  service as is offered to users coming directly to the
                  Co-Branded Site.

         4.       Each page of the Co-Branded Site will comply the same
                  standards with respect to language, nudity and excessive
                  violence applicable to similar types of content and sites
                  operated by CNET or its affiliates

         5.       The Content Provider will ensure that, with respect to content
                  provided for the Co-Branded Site, Content Provider will
                  maintain editorial neutrality and avoid conflicts of interest,
                  and will comply in all aspects with CNET's editorial
                  guidelines as posted on CNET's web site with respect to
                  content provided for the Co-Branded Site.

         6.       The Co-Branded Site shall not, to the best of the Content
                  Provider's knowledge: (a) contain defamatory or libelous
                  material or material which discloses private or personal
                  matters concerning any person, without such person's consent;
                  (b) permit to appear or be uploaded any messages, data, images
                  or programs which are illegal, contain nudity or sexually
                  explicit content or are, by law, obscene, profane or
                  pornographic; or (c) permit to appear or be uploaded any
                  messages, data, images or programs that would knowingly or
                  intentionally (which includes imputed intent) violate the
                  property rights of others, including unauthorized copyrighted
                  text, images or programs, trade secrets or other confidential
                  proprietary information, or trademarks or service marks used
                  in an infringing fashion.


                                      14

<PAGE>

         7.       If any of the performance standards set forth above are not
                  met by the Content Provider, CNET shall notify the Content
                  Provider, and the Content Provider will use its best efforts
                  to cure such violation within four hours. If the Content
                  Provider does not cure such violation within four hours, CNET
                  may immediately remove any or all links to the Co-Branded
                  Site, at CNET's reasonable discretion. If the Co-Branded Site
                  fails to operate fully and functionally in any material
                  respect for any period of five or more consecutive hours, even
                  if otherwise in compliance with the performance standards,
                  CNET may immediately remove any or all links to the Co-Branded
                  Site, at CNET's sole discretion, until such time as the
                  Content Provider notifies CNET that the Co-Branded Site has
                  resumed acceptable operation. These remedies are for CNET's
                  editorial purposes and in no way limit CNET's ability to
                  terminate this contract or pursue any other remedies hereunder
                  in the event the performance standards set forth herein are
                  not met.


                                      15

<PAGE>

                                   EXHIBIT B

                                   MEDIA PLAN





                                    [****]



 [****] Confidential portion omitted and filed separately with the Commission.

<PAGE>

                                   EXHIBIT C

                             SITE INTEGRATION PLAN

1.       Link to Tech Jobs from the CNET Front door.
2.       `Link to Tech Jobs from the Top Navigation bar
3.       Link to Tech Jobs from the Page footer
4.       Career Newsletter jointly developed by Techies.com and CNET included
         with registration for CNET newsletters.
5.       Graphic promotions on the CNET front door. (Based on availability, 2-3
         times per month)
6.       Promotion in CNET dispatches
7.       Company of the day promotion, (place and timing TBD)
8.       Job of the day, (placement and timing TBD)
9.       Creation of Career related Message Boards


<PAGE>

                                   EXHIBIT D

                              COMPANY COMPETITORS

CNET will not include advertising or promotions on the Co-Branded Site for any
of the following five company competitors. The following list may be changed
semi-annually by the parties, provided that the number of competitors shall not
be more than five at any time.


1.    [****]
2.    [****]
3.    [****]
4.    [****]
5.    [****]



 [****] Confidential portion omitted and filed separately with the Commission.