EXHIBIT 10.1

June 3, 2005

George E. Mazzotta6875
Ridgewood Dr.Oakland, CA 94611

Dear George:

All of us are looking forward to your joining CNET Networks, Inc. (CNET).
I am confident we will have much success together.  Here are the details of your offer:

|Position: |  | Chief Financial Officer, CNET Networks, Inc.,
reporting directly to the Chief Executive Officer.
|--------- |  | ------------------------------------------------------------------------------------------------

|Salary: |  | $13,461.54 biweekly
|------- |  | -------------------

|Start Date: |  | TBD
|----------- |  | ---

|Incentive: |  | You will be eligible to participate in CNETs annual incentive plan for the CEO, CFO,
COO and Corporate Vice President, Strategy. In 2005 your annual target will be $200,000
prorated for length of service. Assuming you are a regular employee in good standing on
December 31, 2005 you will receive a guaranteed minimum incentive payment of $100,000 in
early 2006. Also, assuming you are a regular employee in good standing on December 31,
2006, you will receive a guaranteed minimum bonus of $100,000 for plan year 2006. All
matters pertaining to payment and the administration of the 2005 incentive plan for the
CEO, CFO, COO and Corporate Vice President, Strategy are governed by the 2005 Top Four
Incentive Plan and any amendment made subsequent to the plan document.
|---------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Signing Bonus: |  | Assuming you are a regular employee in good standing on December 31, 2005 you will receive a one time payment of
                  $100,000 in early 2006.
|-------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------

|Stock Options: |  | We have received approval from the Compensation Committee for you to receive an employee
stock option grant of 400,000 shares of CNET stock. At the end of twelve months from the
grant date, 25% of your option grant will vest. Thereafter, the remaining 75% will vest
evenly on a monthly basis over the next three years, so that all options will be vested at
the end of four years. You will also receive a stock option agreement, which will embody
the terms of the grant including a standard double trigger acceleration
provision for senior executives. Assuming you are a regular employee in good standing, you
will be eligible for consideration for future annual equity awards as determined by the
Board of Directors Compensation Committee.
|-------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Benefits: |  | You will be eligible to participate in any Company benefits plan package offered to
regular full time and eligible part time employees of the Company in accordance with the
terms of the plans. CNET currently offers medical, dental, vision, life insurance, 401(k),
an employee assistance program, wellness referral, tuition reimbursement, and transit
voucher program. You will be eligible to participate in these plans effective on your hire
date. CNET also currently offers its regular fulltime employees an opportunity to participate in its
Employee Stock Purchase Plan (ESPP). You will be eligible to enroll in the ESPP on the
first calendar quarter following your start date.
|--------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Vacation: |  | In 2005 you will accrue vacation at the rate of 15 days per year (prorated based on hire
date). If you are hired prior to July 1st, you will have the opportunity to earn an
additional 5 days of vacation if your accrued vacation balance is 40 hours or less as of
December 31st. This is in addition to a generous paid holiday schedule.
|--------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Sick Days: |  | You are eligible to take up to 10 sick days per calendar year (prorated based on hire date) according to company policy.
|---------- |  | ------------------------------------------------------------------------------------------------------------------------

|Employment: |  | Your employment relationship with CNET is at will and you have the right to
terminate that employment relationship at any time. Although we hope you will remain with
us and be successful here, CNET must, and does, retain the right to terminate the
employment relationship at any time, with or without cause and with or without notice. Any
modification of your at will status with the Company must be in writing and
signed by the CEO and approved by appropriate members of CNETs Board of Directors.
Similarly, CNET reserves the right to modify other policies, procedures and benefits upon
reasonable advance notice.
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

When you report for work, you will
attend a new hire orientation at which you will be provided with access to CNET
Networks policies. At the orientation, you will be asked to sign a statement
confirming that you will adhere to these policies. Your employment with CNET Networks is
conditioned upon your signing of that statement.

If you wish to accept our offer of
employment, please sign and date the original offer letter that you received and bring it
with you to new hire orientation. Should you not bring the offer letter with you, an
original offer letter for you to sign and date will be provided to you at new hire
orientation. By signing this letter, you acknowledge that you have reviewed the CNET
Alternative Dispute Resolution Policy and Procedures attached hereto and agree to be bound
the terms of that document.

All of us are delighted at the
prospect of having you become a member of the CNET team.

Sincerely,

Shelby Bonnie Chairman and Chief
Executive OfficerCNET Networks, Inc.

cc: Heather McGaughey

Agreed:

|
Signature |  | Date
|------------------------ |  | ------------------

Please call Heather McGaughey to
arrange your new hire orientation prior to your first day of employment. You must complete
your new hire paperwork on your first day of employment in order to receive a paycheck.
Also, please note your benefits paperwork must be filled out within 30 days of your date
of hire

In accordance with current Federal
law, you will be asked to provide documentation proving your eligibility to work in the
United States. Heather will send you a notice on the Immigration Reform and Control Act.
Please ensure that you bring the proper documentation with you on your first day of
employment.

---

CNET NETWORKS ALTERNATIVE
DISPUTE RESOLUTION POLICY

In the event of any dispute arising
out of or related to an employees employment with CNET Networks or any of its
subsidiaries (CNET), or the termination thereof, in which the parties are
unable to come to a resolution (excluding claims for workers compensation,
unemployment insurance, any matter within the exclusive jurisdiction of the Labor
Commissioner or the National Labor Relations Board, or any other matter which may not
lawfully be the subject of a mandatory arbitration agreement), the employee and CNET agree
to submit the dispute to final and binding arbitration pursuant to the then current
National Rules For The Resolution Of Employment Disputes (the Rules) of the
American Arbitration Association (AAA); provided, however, that in all cases where
required by law, CNET will pay the arbitrators and arbitration fees. In all other
cases, such fees will be apportioned among each set of adverse parties by the arbitrator.
Copies of the AAA Rules may be obtained from CNETs Human Resources Department or by
visiting http://www.adr.org.

This Policy is governed by the
Federal Arbitration Act, 9 U.S.C. section 1 et seq. There will be no right or authority
for any dispute to be brought, heard or arbitrated as a class action, private attorney
general, or in a representative capacity on behalf of any person.

A Request for Arbitration is
initiated by the employee submitting a request in writing to CNETs Human Resources
Department or the AAA within the statute of limitations period which would apply if the
employee had filed a complaint in a court of law. If the dispute involves a claim which
CNET has against the employee, CNET must submit a written request to the AAA, with a copy
to the employee, within the applicable statute of limitations.

The Request for Arbitration shall
include a brief statement of the nature of the dispute; the names, addresses and telephone
numbers of the parties; the amount in controversy; the remedy sought; and the requested
hearing location.

Prior to selecting an arbitrator,
CNET and the employee will submit their dispute to non-binding mediation. The cost of the
mediation will be borne by CNET. If the parties are unable to agree on a mediator, the
parties will request a panel of mediators from the AAA and will alternately strike names
until one name remains.

The arbitrator selected by the
parties is authorized to award any relief which could be awarded by a court of law hearing
the same dispute. The arbitrators award, which must be in writing, will be final and
binding, except to the extent that judicial review is permitted by law.

Nothing in this Policy shall preclude
either the employee or CNET from applying to a court of competent jurisdiction for
injunctive relief pending final resolution of the underlying dispute through arbitration.

Nothing in this Policy shall prevent
an employee from filing claims of discrimination with the Equal Employment Opportunity
Commission (EEOC) and/or the State agency having jurisdiction over such claims and having
such claims investigated by either Agency.

This Agreement may not be modified or
amended except in writing signed by the affected employee and the CEO or COO of CNET.

If any provision of this Agreement is declared
illegal or unenforceable, the remaining provisions shall remain in effect. In such an
event, the court is authorized to conform this Agreement to existing law. This Agreement
constitutes a waiver of both parties rights to a civil court action or a jury trial
concerning matters covered by this Agreement; only an arbitrator, not a judge or jury,
will decide the dispute.