AGREEMENT dated as of July 1, 1998 between USA 
NETWORKS, a general partnership ("USA") and CNET 
INC., a Delaware corporation (the "Contractor"), 
with respect to the grant to USA of certain rights 
in the series of four, thirty-minute television 
programs entitled "CNET CENTRAL," "THE WEB," "THE 
NEW EDGE," and a fourth series (the "Fourth 
Series") which is presently untitled (each such 
program a "Program," and collectively, the 
"Programs" or the "Series").

1.      The Programs.  (a)  Contractor represents and warrants that it is 
the sole creator of the Programs, and that it owns and controls the 
exclusive right to distribute and license the Programs.  Contractor 
hereby grants to USA the exclusive right to transmit, and authorize the 
transmission of, the Programs during the Term (as defined in Section 4 
below) throughout the United States, its territories and possessions, 
including Puerto Rico and, on a nonexclusive basis, all U.S. Armed 
Forces Bases throughout the world (the "Territory").  USA, however, may 
transmit the Programs only over  the USA Network program service and/or 
the Sci Fi Channel program service (the "USA networks") in the English 
and/or Spanish language to each of its affiliates for transmission by 
such affiliates.  Such affiliates may consist of CATV, MDS, MMDS, 
SMATV, MATV, DBS and TRVO dishes or any similar services now known or 
hereafter created.  During the Term, and for thirty (30) days 
thereafter, Contractor shall not transmit or otherwise authorize the 
transmission of the Programs (or any promotions or advertisements of 
any kind or nature for future transmissions of the Programs within the 
Territory by Contractor or third parties), in any language, by any 
other means within the Territory, including, without limitation, over-
the-air television networks, over-the-air television stations, basic or 
pay cable program services, locally-originated cable channels, via 
personal computers, video on demand or similar technologies.  
Notwithstanding the foregoing, Contractor, after the date such Program 
is scheduled to be transmitted the first time on the USA Network 
program service and/or the Sci-Fi Channel program service, as the case 
may be, (a) may authorize the transmission of any "CNet Central" 
Program, solely within the San Francisco ADI on a local broadcast 
station, (b) may transmit excerpts of any Program (not to exceed five 
minutes (5:00) in aggregate in length) on any on-line computer service 
owned by Contractor, and (c) may transmit excerpts of any Program (not 
to exceed one minute and thirty seconds (1:30) in the aggregate for 
each Program) in connection with the promotion and advertising of such 
Program or the Series on the USA networks (or local broadcast station) 
or for sale on a syndicated basis into local news markets.  In 
connection with subsection (a) above, Contractor shall advise USA, in 
writing, at least thirty (30) days prior to the first such broadcast as 
to the local broadcast station in the San Francisco ADI on which the 
"CNet Central Programs" will be transmitted.

                (b)   Each Program shall have an aggregate content time of 
twenty-two minutes twenty-five seconds (22:25) and shall have four (4) 
program segments, and three (3) commercial breaks represented by 
crystal black slugs.  Each of the Programs shall consist generally of a 
magazine style format containing various segments on the topics of 
computer technology, digital technology and related subjects, shall 
include software and hardware reviews and news about the computer 
industry and computer technology.  Contractor shall deliver to USA 
thirty-two (32) original "CNet Central" Programs, twenty-six (26) 
original "The Web" Programs, twenty-six (26) original "The New Edge" 
Programs, twenty-six (26) original Fourth Series Programs, and twenty 
(20) refreshed "CNet Central" Programs (edited and revised from 
Programs previously delivered, including updated wrap arounds and 
news), in accordance with the provisions of Section 8 below, so as to 
accommodate USA's transmission schedule of one original or refreshed 
"CNet Central" Program and one original or repeat Program of each other 
Series each week of the Term. Contractor agrees, at its cost, to edit 
any original Program of each Series other than "CNet Central," as may 
be requested by USA so that if, and when, it is transmitted on a repeat 
basis later in the Term, the Program will be up-to-date.  The number of 
original or refreshed "CNet Central" Programs and the number of 
original and updated repeat Programs of each other Series to be 
delivered during each broadcast quarter during the Term and the order 
in which they are to be delivered shall be determined jointly by USA 
and Contractor and shall be confirmed in writing to USA by Contractor 
at least thirty (30) days prior to the commencement of the applicable 
broadcast quarter.
                (c)     Subject to USA's prior written approval of the 
particular advertisers, which shall not be unreasonably withheld, 
Contractor may incorporate up to two, fifteen seconds (0:15) of closing 
billboards in each Program, so long as the billboards are produced by 
Contractor and provided to advertisers as part of a value-added media 
package. Contractor hereby acknowledges that any disapproval by USA of 
any billboards which, in USA's judgment, are competitive with USA's 
efforts to sell commercial advertising time within or adjacent to the 
Programs shall not be deemed to be unreasonable.
        2.       Production.  (a)  Contractor shall consult with USA 
throughout the pre-production, production, and post-production 
processes for the Programs in a manner similar to its consultation with 
respect to the Programs previously produced for USA.  USA shall have 
significant input into the creative development of the Programs with 
the understanding that all Programs will be produced in a manner 
similar to the way the "CNet Central," "The Web," and "The New Edge" 
series have been produced to date (i.e. a professionally-produced 
program designed to both entertain and educate).  USA shall have the 
right to approve the content of each Program, such approval not to be 
unreasonably withheld.  In the event USA disapproves of any Program, 
USA shall so advise Contractor, in writing, setting forth the reasons 
for any such disapproval. Contractor either (a) shall promptly cure 
such defects in the Program and deliver the cured Program to USA (on a 
mutually-agreed upon date, no later than five (5) days after notice of 
USA's disapproval), or (b) shall promptly provide USA with a substitute 
Program (on a mutually-agreed upon date, no later than five (5) days 
after notice of USA's disapproval).
        (b)     Subject to USA's prior approval (not to be unreasonably 
withheld), Contractor may include within the Programs a reasonable 
number of cross-promotions for Contractor's online sites, comparable to 
the cross-promotions included in Programs previously produced for USA 
during the first six months of 1998.
        3.      Practices and Standards.  (a) Contractor represents and 
warrants that the Programs shall conform to the program practices and 
standards of the USA networks from time-to-time established (which 
conform generally to U.S. broadcast standards) including, without 
limitation, restrictions as to language, nudity and excessive violence 
and shall be the same standards applicable to similar types of 
programming transmitted on the USA networks.  USA shall have the right, 
in its sole discretion, to edit and/or time compress each of the 
Programs, and/or delete any portion(s) thereof, (i) to ensure that each 
such Program meets the program practices and standards of the 
applicable USA networks, and/or (ii) to conform the Programs, if 
necessary, to the aggregate running time set forth in Section 1(b) 
above.  Contractor shall reimburse USA for the cost of any editing 
required above.  In no event, shall any credits in the Programs be 
deleted or changed (provided they are of customary length), including, 
without limitation, any credits of Contractor or copyright notices 
(however, USA may reduce the size of the end credits and/or copyright 
notices so that they can be displayed on a split screen).

                (b)     USA shall have the right to create, or cause to be 
created, Spanish language versions of the Programs (either dubbed or 
subtitled) for transmission in accordance with the terms of this 
Agreement.  Upon Contractor's request, USA shall supply copies of such 
versions to Contractor, at no charge, and Contractor may use such 
versions for transmissions outside the Territory.  In the event that 
Contractor creates or causes any Spanish language versions of the 
Programs to be created, Contractor shall provide copies of same to USA, 
at no additional charge, for USA's transmission in accordance with the 
terms of this Agreement.
        4.      Term.  The term of this Agreement shall be for a period of 
one year, commencing July 1, 1998 and ending June 30, 1999 (the 
"Term").  USA and Contractor agree to negotiate exclusively with one 
another for a period of sixty (60) days commencing January 1, 1999 with 
respect to an extension of this Agreement with respect to the Series.  
In no event shall Contractor negotiate with any third party with 
respect to the Series prior to or during such exclusive negotiation 
period.  In the event that the parties are unable to reach a final 
agreement during such period, then Contractor, on the last day of such 
period, shall submit to USA its final offer, in writing (the "Offer").  
USA then shall have ten (10) business days to accept or reject the 
Offer.  If USA rejects the Offer, Contractor may enter into 
negotiations with third parties with respect to the Series.  In the 
event that Contractor reaches a tentative agreement pertaining to the 
Series with a third party, on terms and conditions less favorable to 
Contractor than those contained in the Offer, then USA shall have a 
right of first refusal, exercisable within ten (10) business days 
following receipt by USA of written notice detailing the terms of the 
tentative third-party agreement, as to any such agreement which 
Contractor intends to accept.  It is understood that USA shall be 
required to meet only those terms and conditions contained in the 
tentative third party agreement which are reducible to determinable 
sums of money.  If USA does not meet such terms and conditions, 
Contractor will not enter into an agreement with such third party on 
terms and conditions less favorable to it than those contained in the 
notice of the tentative third-party agreement without again affording 
USA a right of first refusal as above provided.
        5.      Transmissions.  USA may transmit each of the Programs an 
unlimited number of times on each of the USA networks during the Term 
throughout the Territory.  Such transmissions may be at such times, on 
such dates, and in such order, as USA, in its sole discretion, shall 
determine.  It is USA's current intent to transmit the Programs, as 
part of a consistent two-hour "block" of programming, two (2) times per 
week on the Sci-Fi Channel program service (from 9:00 a.m. to 11:00 
a.m. on Saturdays and from 12:00 noon to 2:00 p.m. on Sundays), and, 
commencing September 14, 1998, one (1) time per week on the USA Network 
program service (from 6:00 a.m. to 8:00 a.m. on Sundays). It also is 
USA's current intent, prior to September 14, 1998, to transmit the 
"CNet Central" Programs two (2) times per week on the USA Network 
program service (Mondays (Tuesday mornings) at 1:00 a.m. and Sundays at 
6:00 a.m.)  Nonetheless, USA shall have no obligation to transmit the 
Programs at all; provided it shall remain liable for the payments set 
forth in Section 7 below.
        6.      Additional Rights.  (a)  In the event that, during the 
Term, Contractor desires to develop additional television programming 
for satellite-delivered program services, Contractor shall so notify 
USA, in writing.  USA and Contractor then shall negotiate exclusively 
with one another for a period of fifty (50) days, following USA's 
receipt of such written notice from Contractor with respect thereto.  
In no event may Contractor negotiate with any third party(s) with 
respect to such additional television programming prior to or during 
such exclusive negotiation period.  In the event that the parties are 
unable to reach a final agreement during such period, then, on the last 
day of such period, Contractor shall submit to USA its final offer, in 
writing (the "Offer").  USA then shall have ten (10) business days to 
accept or reject the Offer.  If USA rejects the Offer, subject to 
Section 6(b) below, Contractor shall be free to negotiate with and 
enter into agreements with third party(s) with respect to such 
additional television programming, provided that the financial terms 
and conditions contained in any proposed third party agreement are no 
less favorable to Contractor than those contained in the Offer.  
Notwithstanding the provisions of this Section 6(a), Contractor need 
not comply with these provisions with respect to (i) developing 
additional television programming which will be transmitted solely on a 
television program service wholly-owned by Contractor either directly 
or indirectly (a "Stand-alone Service") or on a television program 
service at least thirty percent (30%) of which is owned by Contractor 
either directly or indirectly (a "Partially-owned Service"), or (ii) 
any television programming developed by third parties using 
Contractor's studio and production staff.
                (b)   In addition to the provisions of Section 6(a) above, 
as long as USA is transmitting at least two Contractor-produced 
television series on the Sci-Fi Channel program service, one of which 
must be the "CNet Central" Series (and the "CNet Central" Series on the 
USA Network program service), Contractor may not authorize any 
additional "CNet-branded" television programming to be transmitted on 
any other cable network within the Territory (other than on a Stand-
alone Service or Partially-owned Service, if any). This Section 6(b) 
also shall apply if, during the Term, USA is not so transmitting two 
Contractor-produced television series, because Contractor failed to 
offer the "CNet Central" Series and at least two other comparable 
series of computer-oriented programs for transmission on the Sci-Fi 
Channel program service.  Nothing in this Section 6(b) shall prohibit 
Contractor from running a customary producer credit at the end of a 
series it produces.
                (c)     In the event that, during the Term, Contractor 
desires to develop a satellite-delivered programming network, focused 
on computers, digital technologies and/or the Internet, it shall so 
notify USA in writing and shall negotiate exclusively with USA with 
respect thereto for a period of fifty (50) days from the date of such 
notice.  In no event may Contractor negotiate with any third party(s) 
with respect to any such programming network prior to or during such 
exclusive negotiation period.  In the event the parties fail to reach 
an agreement during such exclusive negotiation period and, thereafter, 
Contractor intends to enter into an agreement with a third party with 
respect to any such programming network, then Contractor shall give USA 
at least ninety (90) days prior written notice thereof.  In such event, 
USA then shall have the right, during such ninety-day period, to 
terminate this Agreement, whereupon USA shall cease to have any further 
obligations hereunder. Notwithstanding the provisions of this Section 
6(c), Contractor need not comply with these provisions with respect to 
developing a Stand-alone Service.  Also, nothing contained herein shall 
restrict Contractor from selling equity or debt securities in 
Contractor to any third party.
        7.      Payment.  (a)  As full and complete consideration for the 
rights granted herein, USA shall pay to Contractor the amount of Five 
Million Nine Hundred Two Thousand Nine Hundred Fifty-Eight Dollars 
($5,902,958), allocated as follows:  Two Million One Hundred Thirty-Six 
Thousand Dollars ($2,136,000) with respect to the "CNet Central" Series 
($63,000 per each of 32 original Programs and $6,000 for each of 20 
refreshed Programs), One Million One Hundred Ninety-Four Thousand Nine 
Hundred Eighty-Six Dollars ($1,194,986) with respect to "The Web" 
Series ($45,961 per each of 26 original Programs), One Million Two 
Hundred Eighty-Five Thousand Nine Hundred Eighty-Six Dollars 
($1,285,986) with respect to "The New Edge" Series ($49,461 per each of 
26 original Programs), and One Million Two Hundred Eighty-Five Thousand 
Nine Hundred Eighty-Six Dollars ($1,285,986) with respect to the Fourth 
Series ($49,461 per each of 26 original Programs).  This payment is 
based on USA's reimbursing Contractor for its costs directly 
attributable to the production of each Program, including appropriate 
programming and production staff, equipment and facility charges (but 
excluding any allocations for Contractor's executive personnel, 
corporate administrative costs, or contingencies); not to exceed such 
amounts.  USA shall have the right to audit such costs.  USA shall make 
payment to Contractor ten (10) days after each month during the Term, 
based on the number of original and refreshed Programs transmitted 
during such month.  In the event Contractor expended less than any 
amount set forth above on any Programs transmitted during a calendar 
quarter, then an appropriate adjustment will be made within 30 days 
after such calendar quarter. No payment need be made by USA with 
respect to any updated Programs.
                (b)     In further consideration for various marketing 
services provided by USA in connection with this Agreement, Contractor 
shall pay USA the sum of Seven Hundred Fifty Thousand Dollars 
($750,000) in two equal installments of $375,000 each, the first of 
which shall be due on January 1, 1999 and the second of which shall be 
due on May 30, 1999.  USA's disapproval of any closing billboards or 
cross-promotions by Contractor pursuant to Sections 1(c) or 2(b) above 
shall not in any way affect Contractor's payment obligations pursuant 
to this Section 7(b).
        8.      Delivery.       (a) Contractor shall deliver each of the 
Programs hereunder to USA at its network control center offices in 
Jersey City, New Jersey, or such other location as USA may reasonably 
designate, at least three (3) business days prior to the scheduled 
transmission of such Program.  Delivery of the Programs shall be at 
Contractor's sole cost and expense.  The Programs shall be on digital 
beta videotape, color-balanced, in stereo, fully-titled with audio in 
perfect synchronization with the photographic action, meeting the video 
and audio technical standards of the applicable USA networks and 
complete and suitable in all respects for the transmissions authorized 
hereunder.  Promptly after receipt of each original videotape, USA 
either (i) shall reproduce the Program thereon and promptly return, at 
USA's expense, such original videotape to Contractor or (ii) shall 
retain the original videotape for the transmissions hereunder.  USA 
shall pay the cost of any such reproductions it may make of the 
original videotape.  In the event that the original videotape of any 
Program is not of sufficient quality to meet the technical requirements 
set forth herein, then USA may reject such original videotape without 
any penalty, and Contractor shall promptly provide a corrected or 
substitute videotape to USA.
                (b)    USA may use its reproduction(s) of the Programs, or 
any excerpt(s) thereof, for the following purposes:  (i) in perpetuity, 
for file, reference, audition, sales and publicity purposes, (ii) prior 
to and during the Term, to advertise and publicize the Programs, the 
USA networks or the cable industry in general, and (iii) during the 
Term, for the transmissions authorized hereunder.
        9.      Commercial Advertising.  Each of the Programs shall be 
produced in a format so as to have an aggregate running time and 
commercial format as set forth in Section 1(b) above.  USA shall have 
the right to sell all commercial advertising time reserved during and 
adjacent to each Program as USA, in its sole discretion, desires.  USA 
shall be entitled to retain all revenues derived from its sale or use 
of commercial advertising time. 
        10.     Representations and Warranties of Contractor.  Contractor 
represents and warrants that:
                (a)   Contractor owns or controls the entire and exclusive 
distribution and exhibition rights in and to each of the Programs 
throughout the Territory, and has the full legal right, power and 
authority to enter into and perform this Agreement and to grant the 
rights contained herein to USA, including, without limitation, the 
right to transmit the Programs as herein provided; there is no 
outstanding contract, commitment, arrangement or legal impediment 
binding on Contractor of any kind which is in conflict with this 
Agreement or which might in any way limit, restrict or impair the 
rights granted to USA hereunder; and so long as this Agreement remains 
in effect Contractor will not grant, or purport to grant to any person 
rights of any kind in the Programs, the exercise of which will derogate 
from, or be inconsistent with, the rights granted to USA hereunder;
                (b)  The Programs licensed herein do not, and the exercise 
by USA or by any affiliate of USA of the rights herein granted will 
not, infringe upon the common law rights, or the copyright, or the 
literary, dramatic, music, motion picture, or patent rights, or the 
trademark or trade name, of any person, and do not and will not violate 
the private, civil or property rights, or the right of privacy, of any 
person;
                (c) The synchronization rights for the music contained in 
the Programs have been or will be obtained by Contractor hereunder and 
USA shall have no liability for any payments in connection therewith; 
in addition, Contractor represents and warrants that the performing 
rights for the music contained in the Programs are (i) controlled by 
ASCAP, BMI or SESAC, (ii) controlled by Contractor, or (iii) in the 
public domain.  USA agrees that, as between Contractor and USA, in the 
event any fees are owing to a performing rights society as set forth in 
(i) above with respect to the Programs, USA shall be liable for the 
payment of such fees and shall indemnify and hold harmless Contractor 
against the payment of any such fees.  Contractor shall provide USA 
with appropriate cue sheets as to all music included in each of the 
Programs;
                (d)     In the production and making of the Programs, all 
applicable collective bargaining agreements and all applicable rules 
and regulations of any unions having jurisdiction in the premises were 
complied with; all persons who performed services in or in connection 
with the Programs received full payment with respect thereto and with 
respect to the transmission of the Programs provided in this Agreement; 
and no fee, compensation or any other payment whatsoever will ever be 
payable by USA to any producer, director, actor, writer or any other 
person who performed services in or in connection with the Programs by 
reason of the use thereof as provided in this Agreement;
                (e) In connection with the Programs distributed hereunder, 
USA, any of USA's affiliates, each sponsor and such sponsor's 
advertising agency, and each USA licensee, shall have the right and may 
grant to others the right, both prior to and during the Term, to 
reproduce, print, publish or disseminate in any medium, the portrait, 
picture, name, likeness, and voice of, and biographical material 
concerning, each person appearing therein and all other persons 
connected with the production of the Programs, the title of the 
Programs, any music, or excerpts thereof (whether original or 
recomposed) in each Programs, Contractor's name and oral and/or visual 
portions of the Programs, any excerpt of the script of the Programs or 
any artwork or design created by or for Contractor in connection with 
the production of the Programs, as news or information, for the 
purposes of trade or for advertising purposes; provided, however, no 
direct endorsement by any such person of any product or service shall 
be used without such person's consent and that any materials used by 
USA in accordance with this subsection (e) shall be used by USA in a 
manner consistent with how it was presented in the Program(s); and  
                (f)  Contractor shall procure and maintain so long as this 
Agreement shall be in effect, and for one year thereafter, at no cost 
to USA, a policy of television producer's liability insurance 
applicable to all transmissions hereunder, acceptable to USA, in 
amounts not to be less than $1,000,000/$3,000,000, insuring USA, all 
advertisers having advertising in or in conjunction with the 
transmission hereunder of the Programs, and any affiliate of USA, 
against any and all liability resulting from the transmission hereunder 
of the Programs; such insurance has standard coverage, including, but 
not limited to, coverage with respect to defamation, infringement of 
rights material to be carried or in the manner of presentation thereof, 
infringement of privacy rights, and unauthorized use of materials in 
the Programs hereunder; and such policy includes a provision requiring 
the insurance company to give USA prompt notice of any revision, 
modification or cancellation thereof.  Contractor will furnish USA with 
a certificate confirming the issuance of such insurance policy.
        11.     Representations and Warranties of USA.  USA hereby 
represents and warrants that (a) it is free to enter into and fully 
perform the terms and conditions of this Agreement and it has the full 
power and authority to do so and (b) there is no outstanding contract, 
commitment, arrangement or legal impediment binding on USA of any kind 
which is in conflict with this Agreement or which might in any way 
limit, restrict, or impair the rights granted to Contractor hereunder.
        12.     Indemnification.  (a) Contractor at all times shall 
indemnify and hold harmless USA, its parents and affiliated entities, 
their and any of USA's affiliates, from and against any and all claims, 
damages, liabilities, costs and expenses, including reasonable counsel 
fees, arising out of or based upon any of the following:
                   (i)     the transmission of each of the Programs in 
accordance with the terms of this Agreement;
                   (ii)    the authorized use of any materials furnished 
by Contractor hereunder; or
                   (iii)   any breach by Contractor of any representation, 
warranty, or agreement made by Contractor herein.
                (b)     USA at all times shall indemnify and hold harmless 
Contractor, its parents and affiliated entities, from and against any 
and all claims, damages, liabilities, costs and expenses, including 
reasonable counsel fees, arising out of or based upon any breach by USA 
of any representation, warranty, or agreement made by USA herein.
                (c)     The indemnifications provided in Section 12(a) and 
Section 12(b) above shall be subject to the condition that the party 
seeking indemnification shall promptly notify the indemnifying party of 
any claim or litigation for which indemnification is sought.  The 
indemnifying party, at its option, may assume the defense of any such 
claim or litigation.  If the indemnifying party assumes the defense of 
any such claim or litigation, its obligation with respect thereto shall 
be limited to holding the indemnified party harmless from and against 
any loss, damage or cost caused by or arising out of any judgment or 
settlement approved by the indemnifying party in connection therewith.
                (d)     The party seeking indemnification shall cooperate 
fully with the reasonable requests of the indemnifying party in its 
participation in, and control of, any compromise, settlement, 
litigation or other resolution or disposition of any such claim or 
litigation.
        13.     Force Majeure.  If by reason of fire, flood, epidemic, 
earthquake, explosion, accident, labor dispute or strike, act of God or 
a public enemy, riot or civil disturbance, war (declared or undeclared) 
or armed conflict, the failure of satellite, transponder or technical 
facilities, any municipal ordinance, any state or federal law, 
governmental order or regulation, or any other similar thing or 
occurrence not within the parties' control (all such events shall 
hereinafter be collectively called "Force Majeure Events"), the 
commencement, delivery or transmission of the Programs or any Series is 
materially hampered, interrupted or interfered with, USA, upon written 
notice to Contractor, may suspend the Term hereof with respect to the 
Programs or such Series until such Force Majeure Event has terminated.  
If the Term is so suspended, USA may extend the Term with respect to 
the Programs for the length of time it is suspended pursuant to this 
Section 13; provided, however, if such suspension continues for a 
period of six (6) consecutive weeks, USA or Contractor, at any time 
thereafter during the suspension period, upon written notice to the 
other, may terminate this Agreement with respect to such Series, or, at 
USA's option, in its entirety.  In the event of a termination by 
Contractor hereunder (unless such termination is the result of a Force 
Majeure Event preventing USA from transmitting the Programs, as opposed 
to a Force Majeure Event preventing Contractor from producing or 
delivering the Programs), USA shall be entitled to the benefits of 
Sections 6(a) and 6(b) as if the provisions of Section 6(b) had been 
satisfied and to the benefits of Section 7(b).
        14.     Default.  In the event of a material breach by either party 
hereto (the "defaulting party") of any representation, warranty, 
agreement, term, condition or provision of this Agreement, the other 
party hereto, in addition to such other rights as it may have, shall 
have the right to terminate this Agreement (or in the case of USA, as 
to the particular Series, at USA's option) by giving written notice of 
termination to the defaulting party; provided, however, that within 
fifteen (15) days following its receipt of written notification from 
the other party detailing the nature of such material breach and its 
intent to terminate this Agreement, the defaulting party, if possible, 
may cure such breach and provide written notice thereof to the other 
party.  In the event USA terminates this Agreement either as to a 
particular Series or in its entirety pursuant to this Section 14, USA 
still shall be entitled to the benefits of Sections 6(a) and 6(b) as if 
the provisions of Section 6(b) had been satisfied.
        15.     Independent Contractors.  The parties hereto expressly 
agree that the relationship between them hereunder is that of two 
principals dealing with each other as independent contractors subject 
to the terms and conditions of this Agreement.  Neither party shall 
have the right, power, or authority at any time to act on behalf or, or 
represent, the other party, but each party hereto shall be separately 
and entirely liable for its own debts in all respects.
        16.     Assignment.  Neither party shall assign its rights and 
obligations under this Agreement without the prior written consent of 
the other.  Notwithstanding the foregoing, USA shall have the right, 
without the prior written consent of Contractor, to assign this 
Agreement to any entity which acquires all or substantially all of 
USA's assets, to any entity in which either one of the current general 
partners retains a substantial interest, to either of the current 
general partners of USA, or to any entity which may acquire all or 
substantially all of the assets of either of the current general 
partners of USA.
        17.     Notices.  Any and all notices, communications, and demands 
required or desired to be given hereunder by either party hereto shall 
be in writing and shall be validly given or made if served personally, 
by telecopy, or by an overnight delivery service or if deposited in the 
United States mail, certified or registered, postage prepaid, return 
receipt requested.  If such notice or demand is served personally or by 
telecopy, service shall be conclusively deemed made on the same day (or 
if such day is not a business day, then the next business day); if by 
an overnight delivery service, on the next business day; and if by 
registered or certified mail in the manner above provided, on the 
second subsequent business day.  To be effective, any service hereunder 
shall be to the addresses set forth below:

        CONTRACTOR:             CNET, INC.
                                150 Chestnut Street
                                San Francisco, California  94111
                                Attn:   Shelby W. Bonnie
                                Fax:    (415) 395-9205



        USA:                    USA NETWORKS 
                                1230 Avenue of the Americas      
                                New York, New York  10020
                                Attn:   President - Operations
                                Fax:    (212) 408-8863


        Copy to:                USA NETWORKS
                                2049 Century Park East, Suite 2550
                                Los Angeles, CA  90067
                                Attn:   President - Programming and 
Marketing
                                Fax:    (310) 201-2326

Either party hereto may change its address for the purpose of receiving 
notices or demands as herein provided by written notice given in the 
manner aforesaid to the other party hereto, which notice of change of 
address shall not become effective, however, until the actual receipt 
thereof by the other party.
        18.     New York Law.  This Agreement shall be construed, 
interpreted and enforced in accordance with and shall be governed by 
the laws of the State of New York applicable to agreements entered into 
and wholly to be performed therein.
        19.     Review of Programs.  Notwithstanding anything to the 
contrary contained herein, and in addition to USA's right to approve 
the content of each Program as set forth in Section 3 above, USA may 
review any of the Programs delivered hereunder for their technical 
quality.  In the event that USA, in the exercise of its reasonable 
discretion, determines that any of the Programs are not readily 
transferable to D-3 digital videotape or that the videotape to which 
the Programs is transferred is not of sufficient quality for 
transmission as part of the USA networks, USA may reject such Program.  
In such event Contractor may, at its option, (a) cure such Program so 
as to make it acceptable to USA or (b) provide a substitute Program 
which shall be acceptable to USA.  In the event of the occurrence of 
(a) or (b) above, Contractor shall cure the Program or provide a 
substitute Program in a timely manner so as to enable USA to continue 
to transmit the Programs in accordance with USA's schedule for the 
transmission of such Programs.
        20.     Confidentiality.  USA and Contractor each represents and 
warrants that it shall not disclose to any third party (other than its 
employees, in their capacity as such) any information with respect to 
the financial terms and provisions of this Agreement except (a) to the 
extent necessary to comply with the requirements of any guilds or 
unions, (b) to the extent necessary to comply with law or the valid 
order of a court of competent jurisdiction, in which event the party so 
complying shall so notify the other party as promptly as practicable 
(and, if possible, prior to making any disclosure) and shall seek 
confidential treatment of such information, (c) as part of its normal 
reporting or review procedure to its parent company, stockholders, 
potential investors, creditors, auditors or its attorneys and such 
persons, as the case may be, agree to be bound by the provisions of 
this Section 20, (d) in order to enforce its rights pursuant to this 
Agreement, or (e) as may be required pursuant to the federal securities 
laws or the rules and regulations of the Securities and Exchange 
Commission ("SEC").  To the extent this Agreement is described in the 
registration statement or any other document filed with the SEC, USA 
shall have the right to review and comment on such description (and 
Contractor shall use diligent efforts to accommodate such comments 
within the time constraints of the offering process).
        21.     Miscellaneous.  (a)  This Agreement sets forth the entire 
agreement and understanding of the parties relating to the subject 
matter hereof, and supersedes all prior agreements, arrangements and 
understandings relating to the subject matter hereof.
                (b)     Any provision herein found by a court of law to be 
void or unenforceable shall not affect the validity or enforceability 
of any other provision of this Agreement.
                (c)     Each party hereto shall execute any and all further 
documents which either party hereto may deem necessary and proper to 
carry out the purposes of this Agreement.
                (d)     The construction of this Agreement shall not be 
construed against the party causing its preparation, but shall be 
construed as if both parties prepared this Agreement.
                (e)     All captions contained herein are for convenience of 
reference only.
                (f)    If so requested by USA, Contractor shall use its best 
efforts to have a representative of USA, as selected by USA and 
reasonably approved by Contractor, elected to the board of directors of 
Contractor throughout the Term.
                (g)     Throughout the Term, USA shall supply to Contractor 
such ratings (including, without limitation, Nielsen ratings) and 
results of audience surveys, focus groups and other research involving 
the Programs as may be available to USA, or performed by USA, in its 
sole discretion, subject to any third-party restrictions on the 
disclosure of such information.

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

CNET, INC.                          USA NETWORKS

By: /s/ Shelby W. Bonnie    By: /s/ Richard Lynn
Name: Shelby W. Bonnie      Name: Richard Lynn  
Title:     COO              Title: VP Business Affairs and General 
Counsel