EXHIBIT 10.1

# REGISTRATION RIGHTS
AGREEMENT

# among

# CNET Networks, Inc.,

# as Issuer,

# and

# Citigroup Global
Markets Inc.

# and

# J.P. Morgan Securities
Inc.

# as Initial Purchasers

# Dated as of April 27,
2004

---

REGISTRATION
RIGHTS AGREEMENT (this Agreement) dated as of April 27, 2004 between
CNET Networks, Inc., a Delaware corporation (the Company), and
Citigroup Global Markets Inc. and J.P. Morgan Securities Inc. (the Initial
Purchasers) pursuant to the Purchase Agreement dated April 21, 2004 (the
Purchase Agreement), between the Company and the Initial Purchasers. In
order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company
has agreed to provide the registration rights set forth in this Agreement. The execution
of this Agreement is a condition to the closing under the Purchase Agreement.

The
Company agrees with the Initial Purchasers, (i) for their benefit as Initial Purchasers
and (ii) for the benefit of the beneficial owners (including the Initial Purchasers) from
time to time of the Notes (as defined herein) and the beneficial owners from time to time
of the Underlying Common Stock (as defined herein) issued upon conversion of the Notes
(each of the foregoing a Holder and together the
Holders), as follows:

Section 1.    Definitions.Capitalized terms used herein without definition shall have their respective meanings
set forth in the Purchase Agreement. As used in this Agreement, the following terms shall
have the following meanings:

Affiliate
means with respect to any specified person, an affiliate, as defined in Rule
144, of such person.

Amendment
Effectiveness Deadline Date has the meaning set forth in Section 2(d) hereof.

Business
Day means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day
on which banking institutions in The City of New York are authorized or obligated by law
or executive order to close.

Common
Stock means the shares of common stock, par value $.0001 per share, of the
Company, and any other shares of common stock as may constitute Common Stock
for purposes of the Indenture, including the Underlying Common Stock.

Conversion
Price has the meaning assigned such term in the Indenture.

Damages
Accrual Period has the meaning set forth in Section 2(e) hereof.

Damages Payment
Date means each April 15 and October 15.

Deferral
Notice has the meaning set forth in Section 3(h) hereof.

Deferral Period
has the meaning set forth in Section 3(h) hereof.

Effectiveness
Deadline Date has the meaning set forth in Section 2(a) hereof.

Effectiveness Period
means the period commencing on the date hereof and ending on the date that all Registrable
Securities have ceased to be Registrable Securities.

Event
has the meaning set forth in Section 2(e) hereof.

Exchange
Act means the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the SEC promulgated thereunder.

Filing
Deadline Date has the meaning set forth in Section 2(a) hereof.

Holder
has the meaning set forth in the second paragraph of this Agreement.

Indenture
means the Indenture, dated as of April 27, 2004, between the Company and Wells Fargo Bank,
National Association, as trustee, pursuant to which the Notes are being issued.

Initial Purchasers
means Citigroup Global Markets Inc. and J.P. Morgan Securities Inc.

Initial
Shelf Registration Statement has the meaning set forth in Section 2(a) hereof.

Issue
Date means April 27, 2004.

Liquidated
Damages Amount has the meaning set forth in Section 2(e) hereof.

Material
Event has the meaning set forth in Section 3(h) hereof.

Notes
means the 0.75% Senior Convertible Notes Due 2024 of the Company to be purchased pursuant
to the Purchase Agreement.

Notice
and Questionnaire means a written notice delivered to the Company containing
substantially the information called for by the Selling Securityholder Notice and
Questionnaire attached as Annex A to the Offering Memorandum of the Company dated April
21, 2004 relating to the Notes.

Notice
Holder means, on any date, any Holder that has delivered a completed Notice and
Questionnaire to the Company on or prior to such date.

Prospectus
means the prospectus included in any Registration Statement (including, without
limitation, a prospectus that discloses information previously omitted from a prospectus
filed as part of an effective registration statement in reliance upon Rule 430A
promulgated under the Securities Act), as amended or supplemented by any amendment or
prospectus supplement, including post-effective amendments, and all materials incorporated
by reference or explicitly deemed to be incorporated by reference in such Prospectus.

Purchase
Agreement has the meaning set forth in the preamble hereof.

Record
Holder means with respect to any Damages Payment Date relating to any Notes or
Underlying Common Stock as to which any Liquidated Damages Amount has accrued, the
registered holder of such Note or Underlying Common Stock on the April 1 immediately
preceding a Damages Payment Date occurring on an April 15, and on the October 1
immediately preceding a Damages Payment Date occurring on an October 15.

Registrable
Securities means the Notes until such Notes have been converted into or
exchanged for the Underlying Common Stock and, at all times subsequent to any such
conversion, the Underlying Common Stock and any securities into or for which such
Underlying Common Stock has been converted or exchanged, and any security issued with
respect thereto upon any stock dividend, split or similar event until, in the case of any
such security, (A) the earliest of (i) its effective registration under the Securities Act
and resale in accordance with the Registration Statement covering it, (ii) expiration of
the holding period that would be applicable thereto, under Rule 144(k) and assuming that
the Holder is not an affiliate of the Company or (iii) its sale to the public pursuant to
Rule 144 (or any similar provision then in force, but not Rule 144A or Regulation S) under
the Securities Act, and (B) as a result of the event or circumstance described in any of
the foregoing clauses (i) through (iii), the legend with respect to transfer restrictions
required under the Indenture is removed or removable in accordance with the terms of the
Indenture or such legend, as the case may be.

Registration
Statement means any registration statement of the Company that covers any of the
Registrable Securities pursuant to the provisions of this Agreement, including the
Prospectus, amendments and supplements to such registration statement, including
post-effective amendments, all exhibits and all materials incorporated by reference or
explicitly deemed to be incorporated by reference in such registration statement.

Restricted
Securities means restricted securities as defined in Rule 144.

Regulation S
means Regulation S under the Securities Act.

Rule
144 means Rule 144 under the Securities Act, as such Rule may be amended from
time to time, or any similar rule or regulation hereafter adopted by the SEC.

Rule
144A means Rule 144A under the Securities Act, as such Rule may be amended from
time to time, or any similar rule or regulation hereafter adopted by the SEC.

SEC
means the Securities and Exchange Commission.

Securities
Act means the Securities Act of 1933, as amended, and the rules and regulations
promulgated by the SEC thereunder.

Shelf
Registration Statement has the meaning set forth in Section 2(a) hereof.

Special
Counsel means Davis Polk & Wardwell or one such other successor counsel as
shall be specified by the Holders of a majority of the Registrable Securities, but which
may, with the written consent of the Initial Purchasers (which shall not be unreasonably
withheld), be another nationally recognized law firm experienced in securities law matters
designated by the Company, the reasonable fees and expenses of which will be paid by the
Company pursuant to Section 5 hereof. For purposes of determining the Holders of a
majority of the Registrable Securities in this definition, Holders of Notes shall be
deemed to be the Holders of the number of shares of Underlying Common Stock into which
such Notes are or would be convertible as of the date the consent is requested.

Subsequent
Shelf Registration Statement has the meaning set forth in Section 2(b) hereof.

TIA
means the Trust Indenture Act of 1939, as amended.

Trustee
means Wells Fargo Bank, National Association, the Trustee under the Indenture.

Underlying
Common Stock means the Common Stock into which the Notes are convertible or
issued upon any such conversion.

Section 2.    Shelf
Registration.(a) The Company shall prepare and file or cause to be prepared and filed
with the SEC, as soon as practicable but in any event by the date (the Filing
Deadline Date) ninety (90) days after the Issue Date, a Registration Statement
for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the
Securities Act (a Shelf Registration Statement) registering the resale
from time to time by Holders thereof of all of the Registrable Securities (the
Initial Shelf Registration Statement). The Initial Shelf Registration
Statement shall be on Form S-3 or another appropriate form permitting registration of such
Registrable Securities for resale by such Holders in accordance with the methods of
distribution elected by the Holders and set forth in the Initial Shelf Registration
Statement. The Company shall use its reasonable best efforts to cause the Initial Shelf
Registration Statement to be declared effective under the Securities Act as promptly as is
practicable but in any event by the date (the Effectiveness Deadline
Date) that is one hundred eighty (180) days after the Issue Date, and to keep
the Initial Shelf Registration Statement (or any Subsequent Shelf Registration Statement)
continuously effective under the Securities Act until the expiration of the Effectiveness
Period. At the time the Initial Shelf Registration Statement is declared effective, each
Holder that became a Notice Holder on or prior to the date fifteen (15) Business Days
prior to such time of effectiveness shall be named as a selling securityholder in the
Initial Shelf Registration Statement and the related Prospectus in such a manner as to
permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in
accordance with applicable law. None of the Companys security holders (other than
the Holders of Registrable Securities) shall have the right to include any of the
Companys securities in the Shelf Registration Statement.

(b)    
          If the Initial Shelf Registration Statement or any Subsequent Shelf Registration
          Statement ceases to be effective for any reason at any time during the
          Effectiveness Period (other than because all Registrable Securities registered
          thereunder shall have been resold pursuant thereto or shall have otherwise
          ceased to be Registrable Securities), the Company shall use its reasonable best
          efforts to obtain the prompt withdrawal of any order suspending the
          effectiveness thereof, and in any event shall within thirty (30) days of such
          cessation of effectiveness amend the Shelf Registration Statement in a manner
          reasonably expected to obtain the withdrawal of the order suspending the
          effectiveness thereof, or file an additional Shelf Registration Statement
          covering all of the securities that as of the date of such filing are
          Registrable Securities (a Subsequent Shelf Registration
          Statement). If a Subsequent Shelf Registration Statement is filed, the
          Company shall use its reasonable best efforts to cause the Subsequent Shelf
          Registration Statement to become effective as promptly as is practicable after
          such filing and to keep such Registration Statement (or subsequent Shelf
          Registration Statement) continuously effective until the end of the
          Effectiveness Period.

(c)              The Company shall supplement and amend the Shelf Registration Statement if
          required by the rules, regulations or instructions applicable to the
          registration form used by the Company for such Shelf Registration Statement, if
          required by the Securities Act or as necessary to name a Notice Holder as a
          selling securityholder pursuant to Section 2(d) below.

(d)             Each Holder agrees that if such Holder wishes to sell Registrable Securities
          pursuant to a Shelf Registration Statement and related Prospectus, it will do so
          only in accordance with this Section 2(d) and Section 3(h) hereof. Following the
          date that the Initial Shelf Registration Statement is declared effective, each
          Holder wishing to sell Registrable Securities pursuant to a Shelf Registration
          Statement and related Prospectus agrees to deliver a Notice and Questionnaire to
          the Company at least three (3) Business Days prior to any intended distribution
          of Registrable Securities under the Shelf Registration Statement. Each Holder
          who elects to sell Registrable Securities pursuant to a Shelf Registration
          Statement agrees by submitting a Notice and Questionnaire to the Company, it
          will be bound by the terms and conditions of the Notice and Questionnaire and
          this Agreement. From and after the date the Initial Shelf Registration Statement
          is declared effective, the Company shall, as promptly as practicable after the
          date a Notice and Questionnaire is delivered pursuant to Section 8(c) hereof,
          and in any event no later than (x) fifteen (15) Business Days after such date or
          (y) fifteen (15) Business Days after the expiration of any Deferral Period in
          effect when the Notice and Questionnaire is delivered or put into effect within
          fifteen (15) Business Days of such delivery date:

| | (i)    
          if required by applicable law, file with the SEC a post-effective amendment to
          the Shelf Registration Statement or prepare and, if required by applicable law,
          file a supplement to the related Prospectus or a supplement or amendment to any
          document incorporated therein by reference or file any other required document
          so that the Holder delivering such Notice and Questionnaire is named as a
          selling securityholder in the Shelf Registration Statement and the related
          Prospectus in such a manner as to permit such Holder to deliver such Prospectus
          to purchasers of the Registrable Securities in accordance with applicable law
          and, if the Company shall file a post-effective amendment to the Shelf
          Registration Statement, use its reasonable best efforts to cause such
          post-effective amendment to be declared effective under the Securities Act as
          promptly as is practicable, but in any event by the date (the Amendment
          Effectiveness Deadline Date) that is sixty (60) days after the date
          such post-effective amendment is required by this clause to be filed;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)
          provide such Holder copies of any documents filed pursuant to Section 2(d)(i);
          and
| | -----------------------------------------------------------------------------------------------------------

| | (iii)
          notify such Holder as promptly as practicable after the effectiveness under the
          Securities Act of any post-effective amendment filed pursuant to Section
          2(d)(i);
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

provided that if such Notice
and Questionnaire is delivered during a Deferral Period, the Company shall so inform the
Holder delivering such Notice and Questionnaire and shall take the actions set forth in
clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in accordance
with Section 3(h). Notwithstanding anything contained herein to the contrary, (i) the
Company shall be under no obligation to name any Holder that is not a Notice Holder as a
selling securityholder in any Registration Statement or related Prospectus and (ii) the
Amendment Effectiveness Deadline Date shall be extended by up to ten (10) Business Days
from the expiration of a Deferral Period (and the Company shall incur no obligation to pay
Liquidated Damages during such extension) if such Deferral Period shall be in effect on
the Amendment Effectiveness Deadline Date.

(e)        The parties hereto agree that the Holders of Registrable Securities will suffer
          damages, and that it would not be feasible to ascertain the extent of such
          damages with precision, if, other than as permitted hereunder,

| | (i)
          the Initial Shelf Registration Statement has not been filed on or prior to the
          Filing Deadline Date,
| | ----------------------------------------------------------------------------------------------------------------------------

| | (ii)
          the Initial Shelf Registration Statement has not been declared effective under
          the Securities Act on or prior to the Effectiveness Deadline Date,
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)
          the Company has failed to perform its obligations set forth in Section 2(d)(i)
          within the time period required therein,
| | -------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv)
          any post-effective amendment to a Shelf Registration Statement filed pursuant to
          Section 2(d)(i) has not become effective under the Securities Act on or prior to
          the Amendment Effectiveness Deadline Date, or
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (v)
          the aggregate duration of Deferral Periods in any period exceeds the number of
          days permitted in respect of such period pursuant to Section 3(h) hereof.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Each event described in any of the
foregoing clauses (i) through (vi) is individually referred to herein as an
Event. For purposes of this Agreement, each Event set forth above shall
begin on the dates set forth in the table below and shall end on the dates set forth in
the table below:

|Type of Event         
     
    by Clause | Beginning Date | Ending Date
|------------------------------------------ | -------------- | -----------

|(i) | Filing Deadline Date | the date the Initial Shelf Registration Statement is filed
|--- | -------------------- | ----------------------------------------------------------

|(ii) | Effectiveness DeadlineDate | the date the Initial Shelf Registration Statement
          becomes effective under the Securities Act
|---- | -------------------------- | ------------------------------------------------------------------------------------------------------

|(iii) | the date by which the Company is required to performs its
          obligations under Section 2(d)(i) | the date the Company performs its
          obligations set forth in Section  2(d)(i)
|----- | ----------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------

|(iv) | the Amendment Effectiveness Deadline Date | the date the applicable  post-effective
          amendment to a Shelf Registration Statement becomes effective under the Securities Act
|---- | ----------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------

|(v) | the date on which the
 aggregate duration of Deferral Periods in any period exceeds the number
          of days permitted by Section 3(h) | termination of the Deferral Period that  caused the limit on the aggregate duration of Deferral
 Periods to be           exceeded
|--- | ------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------

Commencing
on (and including) any date that an Event has begun and ending on (but excluding) the next
date on which there are no Events that have occurred and are continuing (a
Damages Accrual Period), the Company shall pay, as liquidated damages
and not as a penalty, to Record Holders of Registrable Securities an amount (the
Liquidated Damages Amount) accruing, for each day in the Damages
Accrual Period, (i) in respect of any Note, at a rate per annum equal to 0.25% of the
aggregate principal amount of such Note for the first 90 days in the Damages Accrual
Period and 0.5% of the aggregate principal amount of such Note thereafter and (ii) in
respect of each share of Underlying Common Stock at a rate per annum equal to 0.25% on the
Conversion Price for the first 90 days in the Damages Accrual Period and 0.5% on the
Conversion Price thereafter, as the case may be; provided that in the case of a
Damages Accrual Period that is in effect solely as a result of an Event of the type
described in clause (iii) or (iv) of the preceding paragraph, such Liquidated Damages
Amount shall be paid only to the Holders (as set forth in the succeeding paragraph) that
have delivered Notices and Questionnaires that caused the Company to incur the obligations
set forth in Section 2(d) the non-performance of which is the basis of such Event. In
calculating the Liquidated Damages Amount on any date on which no Notes are outstanding,
the Conversion Price and the Liquidated Damages Amount payable with respect to shares of
Common Stock that are Registrable Securities, shall be calculated as if the Notes were
still outstanding. Notwithstanding the foregoing, no Liquidated Damages Amount shall
accrue as to any Registrable Security from and after the earlier of (x) the date such
security is no longer a Registrable Security and (y) expiration of the Effectiveness
Period. The rate of accrual of the Liquidated Damages Amount with respect to any period
shall not exceed the rate provided for in this paragraph notwithstanding the occurrence of
multiple concurrent Events.

The
Liquidated Damages Amount shall accrue from the first day of the applicable Damages
Accrual Period, and shall be payable on each Damages Payment Date during the Damages
Accrual Period (and on the Damages Payment Date next succeeding the end of the Damages
Accrual Period if the Damages Accrual Period does not end on a Damages Payment Date) to
the Record Holders of the Registrable Securities entitled thereto; provided that
any Liquidated Damages Amount accrued with respect to any Note or portion thereof redeemed
by the Company on a redemption date or converted into Underlying Common Stock on a
conversion date prior to the Damages Payment Date, shall, in any such event, be paid
instead to the Holder who submitted such Note or portion thereof for redemption or
conversion on the applicable redemption date or conversion date, as the case may be, on
such date (or promptly following the conversion date, in the case of conversion);
provided further that, in the case of an Event of the type described in clause
(iii) or (iv) of the first paragraph of this Section 2(e), such Liquidated Damages Amount
shall be paid only to the Holders entitled thereto pursuant to such first paragraph by
check mailed to the address set forth in the Notice and Questionnaire delivered by such
Holder. The Trustee shall be entitled, on behalf of registered holders of Notes or
Underlying Common Stock, to seek any available remedy for the enforcement of this
Agreement, including for the payment of such Liquidated Damages Amount. Notwithstanding
the foregoing, the parties agree that the sole damages payable for a violation of the
terms of this Agreement with respect to which liquidated damages are expressly provided
shall be such liquidated damages. Nothing shall preclude any Holder from pursuing or
obtaining specific performance or other equitable relief with respect to this Agreement.

All
of the Companys obligations set forth in this Section 2(e) that are outstanding with
respect to any Registrable Security at the time such security ceases to be a Registrable
Security shall survive until such time as all such obligations with respect to such
security have been satisfied in full (notwithstanding termination of this Agreement
pursuant to Section 8(k)).

The
parties hereto agree that the liquidated damages provided for in this Section 2(e)
constitute a reasonable estimate of the damages that may be incurred by Holders of
Registrable Securities by reason of the failure of the Shelf Registration Statement to be
filed or declared effective or available for effecting resales of Registrable Securities
in accordance with the provisions hereof.

Section 3.     Registration
Procedures.In connection with the registration obligations of the Company under
Section 2 hereof, during the Effectiveness Period, the Company shall:

(a)    
          Prepare and file with the SEC a Registration Statement or Registration
          Statements on any appropriate form under the Securities Act available for the
          sale of the Registrable Securities by the Holders thereof in accordance with the
          intended method or methods of distribution thereof, and use its reasonable best
          efforts to cause each such Registration Statement to become effective and remain
          effective as provided herein; provided that before filing any
          Registration Statement or Prospectus or any amendments or supplements thereto
          with the SEC (other than any amendments or supplements solely to update the
          selling stockholder information in the Prospectus or any amendments caused by
          the filing of a report under the Exchange Act), the Company shall furnish to the
          Initial Purchasers and the Special Counsel of such offering, if any, copies of
          all such documents proposed to be filed at least three (3) Business Days prior
          to the filing of such Registration Statement or amendment thereto or Prospectus
          or supplement thereto.

(b)    
          Subject to Section 3(h), prepare and file with the SEC such amendments and
          post-effective amendments to each Registration Statement as may be necessary to
          keep such Registration Statement continuously effective for the applicable
          period specified in Section 2(a); cause the related Prospectus to be
          supplemented by any required prospectus supplement, and as so supplemented to be
          filed pursuant to Rule 424 (or any similar provisions then in force) under the
          Securities Act; and use its reasonable best efforts to comply with the
          provisions of the Securities Act applicable to it with respect to the
          disposition of all securities covered by such Registration Statement during the
          Effectiveness Period in accordance with the intended methods of disposition by
          the sellers thereof set forth in such Registration Statement as so amended or
          such Prospectus as so supplemented.

(c)    
          As promptly as practicable give notice to the Notice Holders, the Initial
          Purchasers and the Special Counsel, (i) when any Prospectus, prospectus
          supplement, Registration Statement or post-effective amendment to a Registration
          Statement has been filed with the SEC (other than any amendments or supplements
          solely to update the selling stockholder information in the Prospectus or any
          amendments caused by the filing of a report under the Exchange Act) and, with
          respect to a Registration Statement or any post-effective amendment, when the
          same has been declared effective, (ii) of any request, following the
          effectiveness of the Initial Shelf Registration Statement under the Securities
          Act, by the SEC or any other federal or state governmental authority for
          amendments or supplements to any Registration Statement or related Prospectus or
          for additional information, (iii) of the issuance by the SEC or any other
          federal or state governmental authority of any stop order suspending the
          effectiveness of any Registration Statement or the initiation or threatening of
          any proceedings for that purpose, (iv) of the receipt by the Company of any
          notification with respect to the suspension of the qualification or exemption
          from qualification of any of the Registrable Securities for sale in any
          jurisdiction or the initiation or threatening of any proceeding for such
          purpose, (v) of the occurrence of, but not the nature of or details concerning,
          a Material Event and (vi) of the determination by the Company that a
          post-effective amendment to a Registration Statement will be filed with the SEC,
          which notice may, at the discretion of the Company (or as required pursuant to
          Section 3(h)), state that it constitutes a Deferral Notice, in which event the
          provisions of Section 3(h) shall apply.

(d)    
          Use its reasonable best efforts to obtain the withdrawal of any order suspending
          the effectiveness of a Registration Statement or the lifting of any suspension
          of the qualification (or exemption from qualification) of any of the Registrable
          Securities for sale in any jurisdiction in which they have been qualified for
          sale, in either case at the earliest possible moment, and provide immediate
          notice to each Notice Holder and the Initial Purchasers of the withdrawal of any
          such order.

(e)    
          As promptly as practicable furnish to each Notice Holder, the Special Counsel
          and the Initial Purchasers, upon request and without charge, at least one (1)
          conformed copy of the Registration Statement and any amendment thereto,
          including exhibits and if requested, all documents incorporated or deemed to be
          incorporated therein by reference.

(f)    
          During the Effectiveness Period, deliver to each Notice Holder, the Special
          Counsel, if any, and the Initial Purchasers, in connection with any sale of
          Registrable Securities pursuant to a Registration Statement, without charge, as
          many copies of the Prospectus or Prospectuses relating to such Registrable
          Securities (including each preliminary prospectus) and any amendment or
          supplement thereto as such Notice Holder may reasonably request; and the Company
          hereby consents (except during such periods that a Deferral Notice is
          outstanding and has not been revoked) to the use of such Prospectus or each
          amendment or supplement thereto by each Notice Holder in connection with any
          offering and sale of the Registrable Securities covered by such Prospectus or
          any amendment or supplement thereto in the manner set forth therein.

(g)    
          Prior to any public offering of the Registrable Securities pursuant to a
          Registration Statement, use its reasonable best efforts to register or qualify
          or cooperate with the Notice Holders and the Special Counsel in connection with
          the registration or qualification (or exemption from such registration or
          qualification) of such Registrable Securities for offer and sale under the
          securities or Blue Sky laws of such jurisdictions within the United States as
          any Notice Holder reasonably requests in writing (which request may be included
          in the Notice and Questionnaire); and prior to any public offering of the
          Registrable Securities pursuant to the Shelf Registration Statement, use its
          reasonable best efforts to keep each such registration or qualification (or
          exemption therefrom) effective during the Effectiveness Period in connection
          with such Notice Holders offer and sale of Registrable Securities pursuant
          to such registration or qualification (or exemption therefrom) and do any and
          all other acts or things reasonably necessary or advisable to enable the
          disposition in such jurisdictions of such Registrable Securities in the manner
          set forth in the relevant Registration Statement and the related Prospectus;
          provided that the Company will not be required to (i) qualify as a
          foreign corporation or as a dealer in securities in any jurisdiction where it
          would not otherwise be required to qualify but for this Agreement or (ii) take
          any action that would subject it to general service of process in suits or to
          taxation in any such jurisdiction where it is not then so subject.

(h)    
          Upon (A) the issuance by the SEC of a stop order suspending the effectiveness of
          the Shelf Registration Statement or the initiation of proceedings with respect
          to the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities
          Act, (B) the occurrence of any event or the existence of any fact (a
          Material Event) as a result of which any Registration
          Statement shall contain any untrue statement of a material fact or omit to state
          any material fact required to be stated therein or necessary to make the
          statements therein not misleading, or any Prospectus shall contain any untrue
          statement of a material fact or omit to state any material fact required to be
          stated therein or necessary to make the statements therein, in the light of the
          circumstances under which they were made, not misleading, or (C) the occurrence
          or existence of any pending corporate development that, in the reasonable
          discretion of the Company, makes it appropriate to suspend the availability of
          the Shelf Registration Statement and the related Prospectus:

| | (i)    
          in the case of clause (B) above, subject to the next sentence, as promptly as
          practicable prepare and file, if necessary pursuant to applicable law, a
          post-effective amendment to such Registration Statement or a supplement to the
          related Prospectus or any document incorporated therein by reference or file any
          other required document that would be incorporated by reference into such
          Registration Statement and Prospectus so that such Registration Statement does
          not contain any untrue statement of a material fact or omit to state any
          material fact required to be stated therein or necessary to make the statements
          therein not misleading, and such Prospectus does not contain any untrue
          statement of a material fact or omit to state any material fact required to be
          stated therein or necessary to make the statements therein, in the light of the
          circumstances under which they were made, not misleading, as thereafter
          delivered to the purchasers of the Registrable Securities being sold thereunder,
          and, in the case of a post-effective amendment to a Registration Statement,
          subject to the next sentence, use its reasonable best efforts to cause it to be
          declared effective as promptly as is practicable, and
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)    
          give notice to the Notice Holders, and the Special Counsel, if any, that the
          availability of the Shelf Registration Statement is suspended (a
          Deferral Notice) and, upon receipt of any Deferral Notice,
          each Notice Holder agrees not to sell any Registrable Securities pursuant to the
          Registration Statement until such Notice Holders receipt of copies of the
          supplemented or amended Prospectus provided for in clause (i) above, or until it
          is advised in writing by the Company that the Prospectus may be used, and has
          received copies of any additional or supplemental filings that are incorporated
          or deemed incorporated by reference in such Prospectus.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Company will use its reasonable
best efforts to ensure that the use of the Prospectus may be resumed (x) in the case of
clause (A) above, as promptly as is practicable, (y) in the case of clause (B) above, as
soon as, in the sole judgment of the Company, public disclosure of such Material Event
would not be prejudicial to or contrary to the interests of the Company or, if necessary
to avoid unreasonable burden or expense, as soon as practicable thereafter and (z) in the
case of clause (C) above, as soon as in the reasonable discretion of the Company, such
suspension is no longer appropriate. The Company shall be entitled to exercise its right
under this Section 3(h) to suspend the availability of the Shelf Registration Statement or
any Prospectus (the Deferral Period) without incurring or accruing any
obligation to pay liquidated damages pursuant to Section 2(e); providedthat any
such Deferral Period shall not exceed 30 days and that the aggregate duration of Deferral
Periods shall not exceed 30 days in any three month period (or 60 days in any 90-day
period in the event of a Material Event pursuant to which the Company has delivered a
second notice as required below) or 90 days in any 360-day period; provided
further that in the case of a Material Event relating to an acquisition or a
probable acquisition or financing, recapitalization, business combination or other similar
transaction, the Company may, without incurring any obligation to pay liquidated damages
pursuant to Section 2(e), deliver to Notice Holders a second notice to the effect set
forth above, which shall have the effect of extending the Deferral Period by up to an
additional 30 days, or such shorter period of time as is specified in such second notice.

(i)    
          If requested in writing in connection with a disposition of Registrable
          Securities pursuant to a Registration Statement, make reasonably available for
          inspection during normal business hours by a representative for the Notice
          Holders of such Registrable Securities, any broker-dealers, attorneys and
          accountants retained by such Notice Holders, and any attorneys or other agents
          retained by a broker-dealer engaged by such Notice Holders, all relevant
          financial and other records and pertinent corporate documents and properties of
          the Company and its subsidiaries, and cause the appropriate officers, directors
          and employees of the Company and its subsidiaries to make reasonably available
          for inspection during normal business hours on reasonable notice all relevant
          information reasonably requested by such representative for the Notice Holders,
          or any such broker-dealers, attorneys or accountants in connection with such
          disposition, in each case as is customary for similar due diligence
          examinations; providedthat such persons shall first agree in writing
          with the Company that any non-public information shall be kept confidential by
          such persons and shall be used solely for the purposes of exercising rights
          under this Agreement, unless (i) disclosure of such information is required by
          court or administrative order or is necessary to respond to inquiries of
          regulatory authorities, (ii) in the opinion of Special Counsel, disclosure of
          such information is required by law (including any disclosure requirements
          pursuant to federal securities laws in connection with the filing of any
          Registration Statement or the use of any prospectus referred to in this
          Agreement), (iii) such information becomes generally available to the public
          other than as a result of a disclosure or failure to safeguard by any such
          person or (iv) such information becomes available to any such person from a
          source other than the Company and such source is not bound by a confidentiality
          obligation, and provided further that the foregoing inspection and
          information gathering shall, to the greatest extent possible, be coordinated on
          behalf of all the Notice Holders and the other parties entitled thereto by the
          Special Counsel. Any person legally compelled to disclose any such confidential
          information made available for inspection shall provide the Company with prompt
          prior written notice of such requirement so that the Company may seek a
          protective order or other appropriate remedy.

(j)    
          Comply with all applicable rules and regulations of the SEC and make generally
          available to its security holders earning statements (which need not be audited)
          satisfying the provisions of Section 11(a) of the Securities Act and Rule 158
          thereunder (or any similar rule promulgated under the Securities Act) for a
          12-month period commencing on the first day of the first fiscal quarter of the
          Company commencing after the effective date of a Registration Statement, which
          statements shall be made available no later than 45 days after the end of the
          12-month period or 90 days if the 12-month period coincides with the fiscal year
          of the Company.

(k)    
          Cooperate with each Notice Holder to facilitate the timely preparation and
          delivery of certificates representing Registrable Securities sold or to be sold
          pursuant to a Registration Statement, which certificates shall not bear any
          restrictive legends, and cause such Registrable Securities to be in such
          denominations as are permitted by the Indenture and registered in such names as
          such Notice Holder may request in writing at least two (2) Business Days prior
          to any sale of such Registrable Securities.

(l)    
          Provide a CUSIP number for all Registrable Securities covered by each
          Registration Statement not later than the effective date of such Registration
          Statement and provide the Trustee and the transfer agent for the Common Stock
          with certificates for the Registrable Securities that are in a form eligible for
          deposit with The Depository Trust Company.

(m)    
          Cooperate and assist in any filings required to be made with the National
          Association of Securities Dealers, Inc.

(n)    
          Upon (i) the filing of the Initial Shelf Registration Statement and (ii) the
          effectiveness of the Initial Shelf Registration Statement, announce the same, in
          each case by release to Reuters Economic Services and Bloomberg Business News.

Section 4.    Holders
Obligations.Each Holder agrees, by acquisition of the Registrable Securities, that no
Holder shall be entitled to sell any of such Registrable Securities pursuant to a
Registration Statement or to receive a Prospectus relating thereto, unless such Holder has
furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(d)
hereof (including the information required to be included in such Notice and
Questionnaire) and the information set forth in the next sentence. Each Notice Holder
agrees promptly to furnish to the Company all information required to be disclosed in
order to make the information previously furnished to the Company by such Notice Holder
not misleading and any other information regarding such Notice Holder and the distribution
of such Registrable Securities as the Company may from time to time reasonably request.
Any sale of any Registrable Securities by any Holder shall constitute a representation and
warranty by such Holder that the information relating to such Holder and its plan of
distribution is as set forth in the Prospectus delivered by such Holder in connection with
such disposition, that such Prospectus does not as of the time of such sale contain any
untrue statement of a material fact relating to or provided by such Holder or its plan of
distribution and that such Prospectus does not as of the time of such sale omit to state
any material fact relating to or provided by such Holder or its plan of distribution
necessary to make the statements in such Prospectus, in the light of the circumstances
under which they were made, not misleading.

Section 5.     Registration
Expenses.The Company shall bear all fees and expenses incurred in connection with the
performance by the Company of its obligations under Sections 2 and 3 of this Agreement
whether or not any Registration Statement is declared effective. Such fees and expenses
shall include, without limitation, (i) all registration and filing fees (including,
without limitation, fees and expenses (x) with respect to filings required to be made with
the National Association of Securities Dealers, Inc. and (y) of compliance with federal
and state securities or Blue Sky laws (including, without limitation, reasonable fees and
disbursements of the Special Counsel in connection with Blue Sky qualifications of the
Registrable Securities under the laws of such jurisdictions as Notice Holders of a
majority of the Registrable Securities being sold pursuant to a Registration Statement may
designate), (ii) printing expenses (including, without limitation, expenses of printing
certificates for Registrable Securities in a form eligible for deposit with The Depository
Trust Company), (iii) duplication expenses relating to copies of any Registration
Statement or Prospectus delivered to any Holders hereunder, (iv) fees and disbursements of
counsel for the Company in connection with the Shelf Registration Statement, (v)
reasonable fees and disbursements of the Trustee and its counsel and of the registrar and
transfer agent for the Common Stock and (vi) any Securities Act liability insurance
obtained by the Company in its sole discretion. In addition, the Company shall pay the
internal expenses of the Company (including, without limitation, all salaries and expenses
of officers and employees performing legal or accounting duties), the expense of any
annual audit, the fees and expenses incurred in connection with the listing by the Company
of the Registrable Securities on any securities exchange on which similar securities of
the Company are then listed and the fees and expenses of any person, including special
experts, retained by the Company. Notwithstanding the provisions of this Section 5, each
seller of Registrable Securities shall pay selling expenses, including any underwriting
discount and commissions, and all registration expenses to the extent required by
applicable law.

Section 6.    
Indemnification and Contribution.

(a)    
          Indemnification by the Company. The Company agrees to indemnify and hold
          harmless each Notice Holder, each person, if any, who controls any Notice Holder
          within the meaning of either Section 15 of the Securities Act or Section 20 of
          the Exchange Act, and each affiliate of any Notice Holder within the meaning of
          Rule 405 under the Securities Act from and against any and all losses, claims,
          damages and liabilities (including, without limitation, any legal or other
          expenses reasonably incurred in connection with defending or investigating any
          such action or claim) caused by any untrue statement or alleged untrue statement
          of a material fact contained in any Registration Statement or any amendment
          thereof, any preliminary prospectus or the Prospectus (as amended or
          supplemented if the Company shall have furnished any amendments or supplements
          thereto), caused by any omission or alleged omission to state therein a material
          fact required to be stated therein or necessary to make the statements therein
          not misleading, except insofar as such losses, claims, damages or liabilities
          arise out of or are based upon any such untrue statement or omission or alleged
          untrue statement or omission based upon information relating to any Holder
          furnished to the Company in writing by such Holder expressly for use therein;
          provided that the indemnification contained in this paragraph shall not
          inure to the benefit of any Holder (or to the benefit of any person controlling
          such Holder or any affiliate of such Holder) on account of any such losses,
          claims, damages or liabilities caused by any untrue statement or alleged untrue
          statement or omission or alleged omission made in any preliminary prospectus
          provided in each case the Company has performed its obligations under Section
          3(f) hereof if either (A) (x)such Holder failed to send or deliver a copy of the
          Prospectus with or prior to the delivery of written confirmation of the sale by
          such Holder to the person asserting the claim from which such losses, claims,
          damages or liabilities arise and (y) the Prospectus would have corrected such
          untrue statement or alleged untrue statement or such omission or alleged
          omission, or (B) (x) such untrue statement or alleged untrue statement, omission
          or alleged omission is corrected in an amendment or supplement to the Prospectus
          and (y) having previously been furnished by or on behalf of the Company with
          copies of the Prospectus as so amended or supplemented, such Holder thereafter
          fails to deliver such Prospectus as so amended or supplemented, with or prior to
          the delivery of written confirmation of the sale of a Registrable Security to
          the person asserting the claim from which such losses, claims, damages or
          liabilities arise.

(b)    
          Indemnification by Holders. Each Holder agrees severally and not jointly
          to indemnify and hold harmless the Company and its directors, its officers and
          each person, if any, who controls the Company (within the meaning of either
          Section 15 of the Securities Act or Section 20 of the Exchange Act) or any other
          Holder, to the same extent as the foregoing indemnity from the Company to such
          Holder, but only with reference to information relating to such Holder furnished
          to the Company in writing by such Holder expressly for use in such Registration
          Statement or Prospectus or amendment or supplement thereto. In no event shall
          the liability of any Holder hereunder be greater in amount than the dollar
          amount of the proceeds received by such Holder upon the sale of the Registrable
          Securities pursuant to the Registration Statement giving rise to such
          indemnification obligation.

(c)    
          Conduct of Indemnification Proceedings. In case any proceeding (including
          any governmental investigation) shall be instituted involving any person in
          respect of which indemnity may be sought pursuant to Section 6(a) or 6(b)
          hereof, such person (the indemnified party) shall promptly
          notify the person against whom such indemnity may be sought (the
          indemnifying party) in writing and the indemnifying party,
          upon request of the indemnified party, shall retain counsel reasonably
          satisfactory to the indemnified party to represent the indemnified party and any
          others the indemnifying party may designate in such proceeding and shall pay the
          reasonable fees and disbursements of such counsel related to such proceeding. In
          any such proceeding, any indemnified party shall have the right to retain its
          own counsel, but the fees and expenses of such counsel shall be at the expense
          of such indemnified party unless (i) the indemnifying party and the indemnified
          party shall have mutually agreed to the retention of such counsel or (ii) the
          named parties to any such proceeding (including any impleaded parties) include
          both the indemnifying party and the indemnified party and representation of both
          parties by the same counsel would be inappropriate due to actual or potential
          differing interests between them. It is understood that the indemnifying party
          shall not, in respect of the legal expenses of any indemnified party in
          connection with any proceeding or related proceedings in the same jurisdiction,
          be liable for the fees and expenses of more than one separate firm (in addition
          to any local counsel) for all such indemnified parties and that all such fees
          and expenses shall be reimbursed as they are incurred. Such firm shall be
          designated in writing by, in the case of parties indemnified pursuant to Section
          6(a), the Holders of a majority (with Holders of Notes deemed to be the Holders,
          for purposes of determining such majority, of the number of shares of Underlying
          Common Stock into which such Notes are or would be convertible as of the date on
          which such designation is made) of the Registrable Securities covered by the
          Registration Statement held by Holders that are indemnified parties pursuant to
          Section 6(a) and, in the case of parties indemnified pursuant to Section 6(b),
          the Company. The indemnifying party shall not be liable for any settlement of
          any proceeding effected without its written consent, but if settled with such
          consent or if there be a final judgment for the plaintiff, the indemnifying
          party agrees to indemnify the indemnified party from and against any loss or
          liability by reason of such settlement or judgment. Notwithstanding the
          foregoing sentence, if at any time an indemnified party shall have requested an
          indemnifying party to reimburse the indemnified party for fees and expenses of
          counsel as contemplated by the second and third sentences of this paragraph, the
          indemnifying party agrees that it shall be liable for any settlement of any
          proceeding effected without its written consent if (i) such settlement is
          entered into more than 60 days after receipt by such indemnifying party of the
          aforesaid request and (ii) such indemnifying party shall not have reimbursed the
          indemnified party in accordance with such request prior to the date of such
          settlement. No indemnifying party shall, without the prior written consent of
          the indemnified party, effect any settlement of any pending or threatened
          proceeding in respect of which any indemnified party is or could have been a
          party and indemnity could have been sought hereunder by such indemnified party,
          unless such settlement includes an unconditional release of such indemnified
          party from all liability on claims that are the subject matter of such
          proceeding.

(d)    
          Contribution. To the extent that the indemnification provided for in
          Section 6(a) or 6(b) is unavailable to an indemnified party or insufficient in
          respect of any losses, claims, damages or liabilities referred to therein, then
          each indemnifying party under such paragraph, in lieu of indemnifying such
          indemnified party thereunder, shall contribute to the amount paid or payable by
          such indemnified party as a result of such losses, claims, damages or
          liabilities (i) in such proportion as is appropriate to reflect the relative
          benefits received by the indemnifying party or parties on the one hand and the
          indemnified party or parties on the other hand or (ii) if the allocation
          provided by clause (i) above is not permitted by applicable law, in such
          proportion as is appropriate to reflect not only the relative benefits referred
          to in clause (i) above but also the relative fault of the indemnifying party or
          parties on the one hand and of the indemnified party or parties on the other
          hand in connection with the statements or omissions that resulted in such
          losses, claims, damages or liabilities, as well as any other relevant equitable
          considerations. The relative benefits received by the Company shall be deemed to
          be equal to the total net proceeds from the initial placement pursuant to the
          Purchase Agreement (before deducting expenses) of the Registrable Securities to
          which such losses, claims, damages or liabilities relate. The relative benefits
          received by any Holder shall be deemed to be equal to the value of receiving
          Registrable Securities that are registered under the Securities Act. The
          relative fault of the Holders on the one hand and the Company on the other hand
          shall be determined by reference to, among other things, whether the untrue or
          alleged untrue statement of a material fact or the omission or alleged omission
          to state a material fact relates to information supplied by the Holders or by
          the Company, and the parties relative intent, knowledge, access to
          information and opportunity to correct or prevent such statement or omission.
          The Holders respective obligations to contribute pursuant to this Section
          6 are several in proportion to the respective number of Registrable Securities
          they have sold pursuant to a Registration Statement, and not joint.

The
parties hereto agree that it would not be just and equitable if contribution pursuant to
this Section 6(d) were determined by pro rata allocation or by any other method of
allocation that does not take into account the equitable considerations referred to in the
immediately preceding paragraph. The amount paid or payable by an indemnified party as a
result of the losses, claims, damages or liabilities referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim. Notwithstanding this
Section 6, no indemnifying party that is a selling Holder shall be required to contribute
any amount in excess of the amount by which the total price at which the Registrable
Securities sold by it and distributed to the public were offered to the public exceeds the
amount of any damages that such indemnifying party has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation.

(e)    
          The remedies provided for in this Section 6 are not exclusive and shall not
          limit any rights or remedies which may otherwise be available to an indemnified
          party at law or in equity, hereunder, under the Purchase Agreement or otherwise.

(f)    
          The indemnity and contribution provisions contained in this Section 6 shall
          remain operative and in full force and effect regardless of (i) any termination
          of this Agreement, (ii) any investigation made by or on behalf of any Holder,
          any person controlling any Holder or any affiliate of any Holder or by or on
          behalf of the Company, its officers or directors or any person controlling the
          Company and (iii) the sale of any Registrable Securities by any Holder.

Section 7.     Information
Requirements.The Company covenants that, if at any time before the end of the
Effectiveness Period the Company is not subject to the reporting requirements of the
Exchange Act, it will cooperate with any Holder and take such further reasonable action as
any Holder may reasonably request in writing (including, without limitation, making such
reasonable representations as any such Holder may reasonably request), all to the extent
required from time to time to enable such Holder to sell Registrable Securities without
registration under the Securities Act within the limitation of the exemptions provided by
Rule 144, Rule 144A and Regulation S under the Securities Act and customarily taken in
connection with sales pursuant to such exemptions. Upon the written request of any Holder,
the Company shall deliver to such Holder a written statement as to whether it has complied
with such filing requirements, unless such a statement has been included in the
Companys most recent report filed pursuant to Section 13 or Section 15(d) of
Exchange Act. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to
require the Company to register any of its securities (other than the Common Stock) under
any section of the Exchange Act.

Section 8.    Miscellaneous.

(a)    
          No Conflicting Agreements. The Company is not, as of the date hereof, a
          party to, nor shall it, on or after the date of this Agreement, enter into, any
          agreement with respect to its securities that conflicts with the rights granted
          to the Holders in this Agreement. The Company represents and warrants that the
          rights granted to the Holders hereunder do not in any way conflict with the
          rights granted to the holders of the Companys securities under any other
          agreements.

(b)    
          Amendments and Waivers. The provisions of this Agreement, including the
          provisions of this sentence, may not be amended, modified or supplemented, and
          waivers or consents to departures from the provisions hereof may not be given,
          unless the Company has obtained the written consent of Holders of a majority of
          the then outstanding Underlying Common Stock constituting Registrable Securities
          (with Holders of Notes deemed to be the Holders, for purposes of this Section,
          of the number of outstanding shares of Underlying Common Stock into which such
          Notes are or would be convertible as of the date on which such consent is
          requested). Notwithstanding the foregoing, a waiver or consent to depart from
          the provisions hereof with respect to a matter that relates exclusively to the
          rights of Holders whose securities are being sold pursuant to a Registration
          Statement and that does not directly or indirectly affect the rights of other
          Holders may be given by Holders of at least a majority of the Registrable
          Securities being sold by such Holders pursuant to such Registration Statement;
          provided that the provisions of this sentence may not be amended,
          modified or supplemented except in accordance with the provisions of the
          immediately preceding sentence. Notwithstanding the foregoing, this Agreement
          may be amended by written agreement signed by the Company and the Initial
          Purchasers, without the consent of the Holders of Registrable Securities, to
          cure any ambiguity or to correct or supplement any provision contained herein
          that may be defective or inconsistent with any other provision contained herein,
          or to make such other provisions in regard to matters or questions arising under
          this Agreement that shall not adversely affect the interests of the Holders of
          Registrable Securities. Each Holder of Registrable Securities outstanding at the
          time of any such amendment, modification, supplement, waiver or consent or
          thereafter shall be bound by any such amendment, modification, supplement,
          waiver or consent effected pursuant to this Section 8(b), whether or not any
          notice, writing or marking indicating such amendment, modification, supplement,
          waiver or consent appears on the Registrable Securities or is delivered to such
          Holder.

(c)    
          Notices. All notices and other communications provided for or permitted
          hereunder shall be made in writing by hand delivery, by telecopier, by courier
          guaranteeing overnight delivery or by first-class mail, return receipt
          requested, and shall be deemed given (i) when made, if made by hand delivery,
          (ii) upon confirmation, if made by telecopier, (iii) one (1) Business Day after
          being deposited with such courier, if made by overnight courier or (iv) on the
          date indicated on the notice of receipt, if made by first-class mail, to the
          parties as follows:

| | (i)    
          if to a Holder, at the most current address given by such Holder to the Company
          in a Notice and Questionnaire or any amendment thereto;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)    
          if to the Company, to:           CNET Networks, Inc.
                                     235 Second Street
                                     San Francisco, California 94105
                                     Attention: General Counsel
                                     Telecopy No.: (415) 344-1241

                                     and
                                     Latham & Watkins LLP
                                     135 Commonwealth Drive
                                     Menlo Park, California 94025
                                     Attention:  Ora Fisher
                                     Telecopy No.: (650) 463-2616
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)    
          if to the Initial Purchasers, to:           Citigroup Global Markets Inc.
                                     388 Greenwich Street
                                     New York, New York 10013
                                     Telecopy No.: (212) 816-7912
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

or to such other address as such
person may have furnished to the other persons identified in this Section 8(c) in writing
in accordance herewith.

(d)    
          Approval of Holders. Whenever the consent or approval of Holders of a
          specified percentage of Registrable Securities is required hereunder,
          Registrable Securities held by the Company or its affiliates (as such term is
          defined in Rule 405 under the Securities Act) (other than the Initial Purchasers
          or subsequent Holders if such subsequent Holders are deemed to be such
          affiliates solely by reason of their holdings of such Registrable Securities)
          shall not be counted in determining whether such consent or approval was given
          by the Holders of such required percentage.

(e)    
          Successors and Assigns. Any person who purchases any Registrable
          Securities from the Initial Purchasers shall be deemed, for purposes of this
          Agreement, to be an assignee of the Initial Purchasers. This Agreement shall
          inure to the benefit of and be binding upon the successors and assigns of each
          of the parties and shall inure to the benefit of and be binding upon each Holder
          of any Registrable Securities, provided that nothing herein shall be
          deemed to permit any assignment, transfer or other disposition of Registrable
          Securities in violation of the terms of the Indenture. If any transferee of any
          Holder shall acquire Registrable Securities, in any manner, whether by operation
          of law or otherwise, such Registrable Securities shall be held subject to all of
          the terms of this Agreement, and by taking and holding such Registrable
          Securities, such person shall be conclusively deemed to have agreed to be bound
          by and to perform all of the terms and provisions of this Agreement and such
          person shall be entitled to receive the benefits hereof.

(f)    
          Counterparts. This Agreement may be executed in counterparts, each of
          which shall be with the same effect as if the signatures thereto and hereto were
          upon the same instrument.

(g)    
          Headings. The headings of the sections of this Agreement have been
          inserted for convenience of reference only and shall not be deemed a part of
          this Agreement.

(h)    
          Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
          ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(i)    
          Severability. If any term, provision, covenant or restriction of this
          Agreement is held to be invalid, illegal, void or unenforceable, the remainder
          of the terms, provisions, covenants and restrictions set forth herein shall
          remain in full force and effect and shall in no way be affected, impaired or
          invalidated thereby, and the parties hereto shall use their best efforts to find
          and employ an alternative means to achieve the same or substantially the same
          result as that contemplated by such term, provision, covenant or restriction, it
          being intended that all of the rights and privileges of the parties shall be
          enforceable to the fullest extent permitted by law.

(j)    
          Entire Agreement. This Agreement is intended by the parties as a final
          expression of their agreement and is intended to be a complete and exclusive
          statement of the agreement and understanding of the parties hereto in respect of
          the subject matter contained herein and the registration rights granted by the
          Company with respect to the Registrable Securities. Except as provided in the
          Purchase Agreement, there are no restrictions, promises, warranties or
          undertakings, other than those set forth or referred to herein, with respect to
          the registration rights granted by the Company with respect to the Registrable
          Securities. This Agreement supersedes all prior agreements and undertakings
          among the parties with respect to such registration rights. No party hereto
          shall have any rights, duties or obligations other than those specifically set
          forth in this Agreement.

(k)    
          Termination. This Agreement and the obligations of the parties hereunder
          shall terminate upon the end of the Effectiveness Period, except for any
          liabilities or obligations under Section 4, 5 or 6 hereof and the obligations to
          make payments of and provide for liquidated damages under Section 2(e) hereof to
          the extent such damages accrue prior to the end of the Effectiveness Period,
          each of which shall remain in effect in accordance with its terms.

IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.

| |  | CNET NETWORKS, INC. By: /s/ Barry Briggs
Name:    Barry BriggsTitle:   Chief Operating Officer
| |  | ------------------------------------------------------------------------------------------------------------



|Confirmed and accepted as of the date
first above written:CITIGROUP GLOBAL MARKETS
INC.J.P. MORGAN SECURITIES INC. Acting severally on behalf of
themselves and the several Initial Purchasers named in Schedule I to the Purchase
Agreement By:   CITIGROUP GLOBAL
MARKETS INC. By:   /s/ David M. Mastrangelo       
      Name:      David M. Mastrangelo      Title:       Managing Director |  | .
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -