CNET, INC.
AMENDED AND RESTATED
1997 STOCK OPTION PLAN


        1.      Purpose of the Plan.  This Plan shall be known as the CNET, 
Inc. 1997 Stock Option Plan.  The purpose of the Plan is to attract and 
retain the best available personnel for positions of substantial 
responsibility and to provide incentives to such personnel to promote 
the success of the business of CNET, Inc. and its subsidiaries.

        Certain options granted under this Plan are intended to qualify as 
"incentive stock options" pursuant to Section 422 of the Internal 
Revenue Code of 1986, as amended from time to time, while certain other 
options granted under the Plan will constitute nonqualified options.

        2.      Definitions.  As used herein, the following definitions 
shall apply:

                "Board" means the Board of Directors of the Corporation.

                "Common Stock" means the Common Stock, $.0001 par value per 
share, of the Corporation.  Except as otherwise provided herein, all 
Common Stock issued pursuant to the Plan shall have the same rights as 
all other issued and outstanding shares of Common Stock, including, but 
not limited to, voting rights, the right to dividends, if declared and 
paid, and the right to pro rata distributions of the Corporation's 
assets in the event of liquidation.

                "Code" means the Internal Revenue Code of 1986, as amended 
from time to time.

                "Committee" means the committee described in Section 18 that 
administers the Plan or, if no such committee has been appointed, the 
full Board.

                "Consultant" means any consultant or advisor who renders 
bona fide services to the Corporation or one of its Subsidiaries, which 
services are not in connection with the offer or sale of securities in a 
capital-raising transaction.

                "Corporation" means CNET, Inc., a Delaware corporation.

                "Date of Grant" means the date on which an Option is granted 
pursuant to this Plan or, if the Board or the Committee so determines, 
the date specified by the Board or the Committee as the date the award 
is to be effective.

                "Employee" means any officer or other employee of the 
Corporation or one of its Subsidiaries (including any director who is 
also an officer or employee of the Corporation or one of its 
Subsidiaries).

                "Exchange Act" means the Securities Exchange Act of 1934, as 
amended.

                "Exercise Price" means the option price for a share of 
Common Stock subject to an Option.

                "Fair Market Value" means the closing sale price (or average 
of the quoted closing bid and asked prices if there is no closing sale 
price reported) of the Common Stock on the trading day immediately prior 
to the date specified as reported by the principal national exchange or 
trading system on which the Common Stock is then listed or traded.  If 
there is no reported price information for the Common Stock, the Fair 
Market Value will be determined by the Board or the Committee, in its 
sole discretion.  In making such determination, the Board or the 
Committee may, but shall not be obligated to, commission and rely upon 
an independent appraisal of the Common Stock.

                "Insider" means any officer, director, or 10% stockholder of 
the Corporation.

                "Non-Employee Director" means an individual who is a "non-
employee director" as defined in Rule 16b-3 under the Exchange Act.

                "Nonqualified Option" means any Option that is not a 
Qualified Option.

                "Option" means a stock option granted pursuant to Section 6 
of this Plan.

                "Optionee" means any Employee, Consultant or director who 
receives an Option.

                "Outside Director" means an individual who is an "outside 
director" within the meaning of Treasury Regulation   1.162-27(e)(3).

                "Plan" means this CNET, Inc. 1997 Stock Option Plan, as 
amended from time to time.

                "Qualified Option" means any Option that is intended to 
qualify as an "incentive stock option" within the meaning of Section 422 
of the Code.

                "Rule 16b-3" means Rule 16b-3 of the rules and regulations 
under the Exchange Act, as Rule 16b-3 may be amended from time to time, 
and any successor provisions to Rule 16b-3 under the Exchange Act.

                "Subsidiary" means any now existing or hereinafter organized 
or acquired company of which at least fifty percent (50%) of the issued 
and outstanding voting stock is owned or controlled directly or 
indirectly by the Corporation or through one or more Subsidiaries of the 
Corporation.

        3.      Term of Plan.  The Plan has been adopted by the Board 
effective as of April 16, 1997.  To permit the granting of Qualified 
Options under the Code, and to qualify awards of Options hereunder as 
"performance based" under Section 162(m) of the Code, the Plan will be 
submitted for approval by the stockholders of the Corporation by the 
affirmative votes of the holders of a majority of the shares of Common 
Stock then issued and outstanding, for approval no later than the next 
annual meeting of stockholders.  If the Plan is not so approved by the 
stockholders of the Corporation, then any Options previously granted 
under the Plan will be Nonqualified Options, regardless of whether the 
option agreements relating thereto purport to grant Qualified Options.  
The Plan shall continue in effect until terminated pursuant to Section 
18.

        4.      Shares Subject to the Plan.  Except as otherwise provided in 
Section 17 hereof, the aggregate number of shares of Common Stock 
issuable upon the exercise of Options granted pursuant to this Plan 
shall be 2,500,000 shares.  Such shares may either be authorized but 
unissued shares or treasury shares.  The Corporation shall, during the 
term of this Plan, reserve and keep available a number of shares of 
Common Stock sufficient to satisfy the requirements of the Plan.  If an 
Option should expire or become unexercisable for any reason without 
having been exercised in full, then the shares that were subject thereto 
shall, unless the Plan has terminated, be available for the grant of 
additional Options under this Plan, subject to the limitations set forth 
above.

        5.      Eligibility.  Qualified Options may be granted under Section 
6 of the Plan to such Employees of the Corporation or its Subsidiaries 
as may be determined by the Board or the Committee.  Nonqualified 
Options may be granted under Section 6 of the Plan to such Employees, 
Consultants and directors of the Corporation or its Subsidiaries as may 
be determined by the Board or the Committee.  Subject to the limitations 
and qualifications set forth in this Plan, the Board or the Committee 
shall also determine the number of Options to be granted, the number of 
shares subject to each Option grant, the exercise price or prices of 
each Option, the vesting and exercise period of each Option, whether an 
Option may be exercised as to less than all of the Common Stock subject 
thereto, and such other terms and conditions of each Option, if any, as 
are consistent with the provisions of this Plan.  In connection with the 
granting of Qualified Options, the aggregate Fair Market Value 
(determined at the Date of Grant of a Qualified Option) of the shares 
with respect to which Qualified Options are exercisable for the first 
time by an Optionee during any calendar year (under all such plans of 
the Optionee's employer corporation and its parent and subsidiary 
corporations as defined in Section 424(e) and (f) of the Code, or a 
corporation or a parent or subsidiary corporation of such corporation 
issuing or assuming an Option in a transaction to which Section 424(a) 
of the Code applies (collectively, such corporations described in this 
sentence are hereinafter referred to as "Related Corporations")) shall 
not exceed $100,000 or such other amount as from time to time provided 
in Section 422(d) of the Code or any successor provision.

        6.      Grant of Options.  Except as provided in Section 18, the 
Board or the Committee shall determine the number of shares of Common 
Stock to be offered from time to time pursuant to Options granted 
hereunder and shall grant Options under the Plan.  The grant of Options 
shall be evidenced by Option agreements containing such terms and 
provisions as are approved by the Board or the Committee and executed on 
behalf of the Corporation by an appropriate officer.  The aggregate 
number of shares of Common Stock with respect to which Options may be 
granted to any single Participant during a calendar year shall not 
exceed the number of shares subject to the Plan referred to in Section 
4.  Any Options that are granted and subsequently lapse or are cancelled 
or forfeited will nonetheless count against this limit.  For this 
purpose, repricing of an Option shall be considered as the cancellation 
of the Option and the grant of a new Option.

        7.      Time of Grant of Options.  The Date of Grant of an Option 
under the Plan shall be the date on which the Board or the Committee 
awards the Option or, if the Board or the Committee so determines, the 
date specified by the Board or the Committee as the date the award is to 
be effective.  Notice of the grant shall be given to each Optionee 
promptly after the date of such grant.

        8.      Price.  The Exercise Price for each share of Common Stock 
subject to an Option granted pursuant to Section 6 of the Plan shall be 
determined by the Board or the Committee at the Date of Grant; provided, 
however, that (a) the Exercise Price for any Option shall not be less 
than 100% of the Fair Market Value of the Common Stock at the Date of 
Grant, and (b) if the Optionee owns on the Date of Grant more than 10 
percent of the total combined voting power of all classes of stock of 
the Corporation or its parent or any of its subsidiaries, as more fully 
described in Section 422(b)(6) of the Code or any successor provision 
(such stockholder is referred to herein as a "10-Percent Stockholder"), 
the Exercise Price for any Qualified Option granted to such Optionee 
shall not be less than 110% of the Fair Market Value of the Common Stock 
at the Date of Grant.

        9.      Vesting.  Subject to Section 11 of this Plan, each Option 
shall vest or be subject to forfeiture in accordance with the provisions 
set forth in the applicable Option agreement.  The Board or the 
Committee may, but shall not be required to, permit acceleration of 
vesting or termination of forfeiture provisions upon any sale of the 
Corporation or similar transaction.  An Option agreement may contain 
such additional provisions with respect to vesting as the Board or the 
Committee may specify.

        10.     Exercise.  An Optionee may pay the Exercise Price of the 
shares of Common Stock as to which an Option is being exercised by the 
delivery of cash, check or, at the Corporation's option, by the delivery 
of shares of Common Stock having a Fair Market Value on the exercise 
date equal to the Exercise Price.

        If the shares to be purchased are covered by an effective 
registration statement under the Securities Act of 1933, as amended, any 
Option granted under the Plan may be exercised by a broker-dealer acting 
on behalf of an Optionee if (a) the broker-dealer has received from the 
Optionee or the Corporation a fully- and duly-endorsed agreement 
evidencing such Option, together with instructions signed by the 
Optionee requesting the Corporation to deliver the shares of Common 
Stock subject to such Option to the broker-dealer on behalf of the 
Optionee and specifying the account into which such shares should be 
deposited, (b) adequate provision has been made with respect to the 
payment of any withholding taxes due upon such exercise, and (c) the 
broker-dealer and the Optionee have otherwise complied with Section 
220.3(e)(4) of Regulation T, 12 CFR Part 220, or any successor 
provision.

        11.     When Qualified Options May be Exercised.  No Qualified 
Option shall be exercisable at any time after the expiration of ten (10) 
years from the Date of Grant; provided, however, that if the Optionee 
with respect to a Qualified Option is a 10-Percent Stockholder on the 
Date of Grant of such Qualified Option, then such Option shall not be 
exercisable after the expiration of five (5) years from its Date of 
Grant.  In addition, if an Optionee of a Qualified Option ceases to be 
an employee of the Corporation or any related corporation for any 
reason, such Optionee's vested Qualified Options shall not be 
exercisable after (a) 90 days following the date such Optionee ceases to 
be an employee of the Corporation or any related corporation, if such 
cessation of service is not due to the death or permanent and total 
disability (within the meaning of Section 22(e)(3) of the Code) of the 
Optionee, or (b) twelve months following the date such Optionee ceases 
to be an employee of the Corporation or any related corporation, if such 
cessation of service is due to the death or permanent and total 
disability (as defined above) of the Optionee.  Upon the death of an 
Optionee, any vested Qualified Option exercisable on the date of death 
may be exercised by the Optionee's estate or by a person who acquires 
the right to exercise such Qualified Option by bequest or inheritance or 
by reason of the death of the Optionee, provided that such exercise 
occurs within both the remaining option term of the Qualified Option and 
twelve months after the date of the Optionee's death.  This Section 11 
only provides the outer limits of allowable exercise dates with respect 
to Qualified Options; the Board or the Committee may determine that the 
exercise period for a Qualified Option shall have a shorter duration 
than as specified above.

        12.     Option Financing.  Upon the exercise of any Option granted 
under the Plan, the Corporation may, but shall not be required to, make 
financing available to the Optionee for the purchase of shares of Common 
Stock pursuant to such Option on such terms as the Board or the 
Committee may specify.

        13.     Withholding of Taxes.  The Board or the Committee shall make 
such provisions and take such steps as it may deem necessary or 
appropriate for the withholding of any taxes that the Corporation is 
required by any law or regulation of any governmental authority to 
withhold in connection with any Option including, but not limited to, 
withholding the issuance of all or any portion of the shares of Common 
Stock subject to such Option until the Optionee reimburses the 
Corporation for the amount it is required to withhold with respect to 
such taxes, canceling any portion of such issuance in an amount 
sufficient to reimburse the Corporation for the amount it is required to 
withhold or taking any other action reasonably required to satisfy the 
Corporation's withholding obligation.

        14.     Conditions Upon Issuance of Shares.  The Corporation shall 
not be obligated to sell or issue any shares upon the exercise of any 
Option granted under the Plan unless the issuance and delivery of shares 
complies with all provisions of applicable federal and state securities 
laws and the requirements of any national exchange or trading system on 
which the Common Stock is then listed or traded.

                As a condition to the exercise of an Option, the Corporation 
may require the person exercising the Option or receiving the grant to 
make such representations and warranties as may be necessary to assure 
the availability of an exemption from the registration requirements of 
applicable federal and state securities laws.

                The Corporation shall not be liable for refusing to sell or 
issue any shares covered by any Option if the Corporation cannot obtain 
authority from the appropriate regulatory bodies deemed by the 
Corporation to be necessary to sell or issue such shares in compliance 
with all applicable federal and state securities laws and the 
requirements of any national exchange or trading system on which the 
Common Stock is then listed or traded.  In addition, the Corporation 
shall have no obligation to any Optionee, express or implied, to list, 
register or otherwise qualify the shares of Common Stock covered by any 
Option.

                No Optionee will be, or will be deemed to be, a holder of 
any Common Stock subject to an Option unless and until such Optionee has 
exercised his or her Option and paid the purchase price for the subject 
shares of Common Stock.  Each Qualified Option under this Plan shall be 
transferable only by will or the laws of descent and distribution and 
shall be exercisable during the Optionee's lifetime only by such 
Optionee.  Each Nonqualified Option under this Plan shall be 
transferable only by will, the laws of descent and distribution, 
pursuant to a domestic relations order issued by a court of competent 
jurisdiction, or to a trust established by the Optionee for estate 
planning purposes.

        15.     Restrictions on Shares.  Shares of Common Stock issued 
pursuant to the Plan may be subject to restrictions on transfer under 
applicable federal and state securities laws.  The Board may impose such 
additional restrictions on the ownership and transfer of shares of 
Common Stock issued pursuant to the Plan as it deems desirable; any such 
restrictions shall be set forth in any Option agreement entered into 
hereunder.

        16.     Modification of Options.  Except as provided in Section 18 
of this Plan, at any time and from time to time, the Board or the 
Committee may execute an instrument providing for modification, 
extension or renewal of any outstanding Option, provided that no such 
modification, extension or renewal shall impair the Option without the 
consent of the holder of the Option.  Notwithstanding the foregoing, in 
the event of such a modification, substitution, extension or renewal of 
a Qualified Option, the Board or the Committee may increase the exercise 
price of such Option if necessary to retain the qualified status of such 
Option.

        17.     Effect of Change in Stock Subject to the Plan.  In the event 
that each of the outstanding shares of Common Stock (other than shares 
held by dissenting stockholders) shall be changed into or exchanged for 
a different number or kind of shares of stock of the Corporation or of 
another corporation (whether by reason of merger, consolidation, 
recapitalization, reclassification, split-up, combination of shares or 
otherwise), or in the event a stock split or stock dividend occurs, then 
there shall be substituted for each share of Common Stock then subject 
to Options or available for Options the number and kind of shares of 
stock into which each outstanding share of Common Stock (other than 
shares held by dissenting stockholders) shall be so changed or 
exchanged, or the number of shares of Common Stock as is equitably 
required in the event of a stock split or stock dividend, together with 
an appropriate adjustment of the Exercise Price.  The Board may, but 
shall not be required to, provide additional anti-dilution protection to 
an Optionee under the terms of the individual's Option agreement.

        18.     Administration.

                (a)     The Plan shall be administered by the Board or by a 
committee of the Board comprised solely of two or more Outside Directors 
appointed by the Board (the "Committee"). Options may be granted under 
Section 6, only (i) by the Board as a whole, or (ii) by majority 
agreement of the members of the Committee; provided that, if the 
Committee does not consist entirely of Non-Employee Directors, then 
Options may be granted to Insiders under Section 6 only by the Board as 
a whole.  Option agreements, in the forms as approved by the Board or 
the Committee, and containing such terms and conditions consistent with 
the provisions of this Plan as are determined by the Board or the 
Committee, may be executed on behalf of the Corporation by the Chairman 
of the Board, the President or any Vice President of the Corporation.  
The Board or the Committee shall have complete authority to construe, 
interpret and administer the provisions of this Plan and the provisions 
of the Option agreements granted hereunder; to prescribe, amend and 
rescind rules and regulations pertaining to this Plan; to suspend or 
discontinue this Plan; and to make all other determinations necessary or 
deemed advisable in the administration of the Plan.  The determinations, 
interpretations and constructions made by the Board or the Committee 
shall be final and conclusive.  No member of the Board or the Committee 
shall be liable for any action taken, or failed to be taken, made in 
good faith relating to the Plan or any award thereunder, and the members 
of the Board or the Committee shall be entitled to indemnification and 
reimbursement by the Corporation in respect of any claim, loss, damage 
or expense (including attorneys' fees) arising therefrom to the fullest 
extent permitted by law.

                (b)     Although the Board or the Committee may suspend or 
discontinue the Plan at any time, all Qualified Options must be granted 
within ten (10) years from the effective date of the Plan or the date 
the Plan is approved by the stockholders of the Corporation, whichever 
is earlier.

                (c)     Each Outside Director will be eligible to receive 
automatic grants of Options as follows:

                        (i)     Each Outside Director will automatically be 
granted Nonqualified Options to purchase 20,000 shares of 
Common Stock (the "Initial Grant") on the date such Outside 
Director is first elected to the Board.

        (ii)    On June 30 of each year, each Outside Director 
then serving on the Board will automatically be granted 
Nonqualified Options to purchase 5,000 shares of Common 
Stock (each, an "Annual Grant").  The number of shares 
subject to Initial Grants and Annual Grants will be adjusted 
in accordance with Section 17.

        (iii)   The purchase price for Common Stock subject to 
Initial Grants and Annual Grants will be 100% of the Fair 
Market Value of the Common Stock on the Date of Grant.

        (iv)    All Options granted under this Section 18(c) 
will be evidenced by Option agreements substantially in the 
form of Exhibit A hereto.

        (v)     All Options granted under this Section 18(c) 
will be exercisable on and after the Date of Grant until the 
earlier of (A) ten years after the Date of Grant, or (B) 90 
days after the date such Outside Director is no longer a 
director of the Corporation or an officer or employee of the 
Corporation or a Related Corporation; provided that Common 
Stock issuable upon exercise of such Options will be subject 
to a repurchase option in favor of the Corporation, as set 
forth in the applicable Option agreement, until such shares 
vest, which will occur in equal monthly installments during 
the 48 months following the Date of Grant.

        (vi)    This Section 18(c) may not be amended more than 
once every six months, other than to comport with changes in 
the Code or in the Employee Retirement Income Security Act 
of 1974, as amended, or changes in the rules promulgated 
thereunder, or other applicable law, unless, at the time of 
amendment, such limitation on amendments is not necessary in 
order for the Plan to comply with the requirements of Rule 
16b-3 or the Corporation is not then subject to the 
provisions of Section 16 of the Exchange Act.

        (vii)   Notwithstanding the foregoing, to the extent an 
Outside Director receives an automatic grant of Nonqualified 
Options under Section 18(c) of the Corporation's 1994 Stock 
Option Plan, as amended, such director is not eligible to 
receive a duplicate grant of Nonqualified Options under this 
Section 18(c).

                (d)     Subject to any applicable requirements of Rule 16b-3 
or of any national exchange or trading system on which the Common Stock 
is then listed or traded, and subject to the stockholder approval 
requirements of sections 422 and 162(m)(4)(C) of the Code, the Board may 
amend any provision of this Plan in any respect in its discretion.

        19.     Continued Employment Not Presumed.  Nothing in this Plan or 
any document describing it nor the grant of any Option shall give any 
Optionee the right to continue in the employment of the Corporation or 
affect the right of the Corporation to terminate the employment of any 
such person with or without cause.

        20.     Liability of the Corporation.  Neither the Corporation, its 
directors, officers or employees or the Committee, nor any Subsidiary 
which is in existence or hereafter comes into existence, shall be liable 
to any Optionee or other person if it is determined for any reason by 
the Internal Revenue Service or any court having jurisdiction that any 
Qualified Option granted hereunder does not qualify for tax treatment as 
an incentive stock option under Section 422 of the Code.

        21.     Governing Law.  The Plan shall be governed by and construed 
in accordance with the laws of State of Delaware and the United States, 
as applicable, without reference to the conflict of laws provisions 
thereof.

        22.     Severability of Provisions.  If any provision of this Plan 
is determined to be invalid, illegal or unenforceable, such invalidity, 
illegality or unenforceability shall not affect the remaining provisions 
of the Plan, but such invalid, illegal or unenforceable provision shall 
be fully severable, and the Plan shall be construed and enforced as if 
such provision had never been inserted herein.


Exhibit A

CNET, INC.
STOCK OPTION AGREEMENT

Optionee:



Effective Date of 
Grant:



Number of Shares 
Subject to 
Option:




Exercise Price 
per Share:


        WHEREAS, pursuant to the CNET, Inc. 1997 Stock Option Plan (the 
"Plan"), the Optionee identified above is eligible to receive an 
automatic grant of an option to purchase shares of the Company's common 
stock, par value $.0001 per share (the "Common Stock");

        NOW, THEREFORE, in consideration of the Optionee's service as a 
director of the Company and the mutual agreements and covenants 
contained in this Stock Option Agreement (the "Agreement"), the Company 
hereby grants to Optionee a non-qualified stock option (the "Option") to 
purchase the number of shares of Common Stock set forth above, at the 
per share exercise price set forth above, on the terms and conditions 
and subject to the restrictions set forth in this Agreement and in the 
Plan.

        1.      General Provisions

        Subject to the other terms and provisions hereof, this Option is 
exercisable in full, as to all of the shares of Common Stock subject 
hereto, immediately upon grant and will remain exercisable until the 
earlier of (a) ten years after the Effective Date of Grant, or (b) 90 
days after the date the Optionee is no longer a director of the Company 
or an officer or employee of the Company or a Related Corporation.  The 
Company may suspend for a reasonable period or periods the time during 
which this Option may be exercised if, in the opinion of the Company, 
such suspension is required to enable the Company to remain in 
compliance with regulatory requirements relating to the issuance of 
shares of Common Stock.

        The Option is subject to the provisions of the Plan, which is 
incorporated in its entirety into this Agreement by this reference.  A 
copy of the Plan has been provided to the Optionee by the Company, and 
the Optionee hereby acknowledges receipt of the Plan.  Additional copies 
of the Plan are available from the Company upon request.  All defined 
terms contained herein have the meanings provided in the Plan, except to 
the extent otherwise provided herein.

        2.      Exercise of Option

        The Option may be exercised only by written notice (the "Exercise 
Notice") by the Optionee to the Company at its principal executive 
office.  The Exercise Notice will be deemed given when deposited in the 
U. S. mails, postage prepaid, addressed to the Company at its principal 
executive office, or when delivered in person to an officer of the 
Company at that office. The date of exercise of the Option (the 
"Exercise Date") will be the date of the postmark if the notice is 
mailed or the date received if the notice is delivered other than by 
mail. The Exercise Notice will state the number of shares in respect of 
which the Option is being exercised and, if the shares for which the 
Option is being exercised are to be evidenced by more than one stock 
certificate, the denominations in which the stock certificates are to be 
issued.  The Exercise Notice will be signed by the Optionee and will 
include the complete address and social security number of the Optionee.

        The Exercise Notice must be accompanied by payment of the 
aggregate Exercise Price of the shares purchased by cash or check 
payable to the order of the Company or by delivery of shares of Common 
Stock owned by the Optionee, in form satisfactory to the Company, 
tendered in full or partial payment of the Exercise Price.  If shares of 
Common Stock are used to pay part or all of the Exercise Price, the 
value of such shares will be the Fair Market Value of the Common Stock 
on the Exercise Date.

        The certificates for shares of Common Stock as to which the Option 
has been exercised will be registered in the name of the Optionee and 
will be delivered to the Optionee at the address specified in the 
Exercise Notice.  In exercising the Option, the Optionee will make 
payment or other arrangements (for example, by requesting that the 
Company withhold shares of Common Stock otherwise issuable upon such 
exercise) satisfactory to the Company for withholding federal and state 
taxes, if applicable, with respect to the shares acquired upon exercise 
of the Option.  In the event the person exercising the Option is a 
transferee of the Optionee, the Exercise Notice will be accompanied by 
appropriate proof of the right of such transferee to exercise the 
Option.

        Subject to the limitations expressed herein, the Option may be 
exercised with respect to all or a part of the shares of Common Stock 
subject to it; provided, however, that no single partial exercise of the 
Option will result in the issuance of less than one-fourth (1/4) of the 
shares initially subject to the option.

        Neither the Optionee nor any person claiming under or through the 
Optionee will be or have any rights or privileges of a stockholder of 
the Company in respect of any of the shares issuable upon exercise of 
the Option, unless and until certificates representing such shares have 
been issued (as evidenced by the appropriate entry on the books of the 
Company).

        3.      Repurchase Option

                (a)     Vesting.  The shares of Common Stock issued or 
issuable upon exercise of the Option (the "Option Shares") will vest in 
48 equal monthly installments, beginning on the first day of the first 
month beginning after the Effective Date of Grant, but only for so long 
as the Optionee remains a director of the Company; provided that all 
remaining unvested Option Shares will vest immediately upon a Sale of the 
Company.  For such purposes, a "Sale of the Company" means a merger, 
consolidation, recapitalization, reorganization or sale, lease or 
transfer of all or substantially all of the Company's assets, or the 
completion of a tender offer for a majority of the Company's outstanding 
Common Stock, if the stockholders of the Company immediately before such 
transaction (or one or more persons or entities controlled by such 
stockholders) beneficially own, immediately after or as a result of such 
transaction, equity securities of the surviving or acquiring entity (or 
such entity's parent), possessing less than 51% of the voting power and 
equity interest in the surviving or acquiring entity (or its parent).

                (b)     Restrictions on Transfer.  The Optionee may not sell, 
pledge or otherwise transfer unvested Option Shares, without the prior 
written consent of the Company, and the Company will retain all 
certificates evidencing unvested Option Shares on behalf of the 
Optionee.

                (c)     Repurchase Option.  If the Optionee ceases to be a 
director of the Company prior to the time at which all Option Shares are 
vested (unless the Optionee is removed as a director in connection with a 
Sale of the Company), the Company will have the option to repurchase any 
unvested Option Shares at a price equal to the exercise price paid to 
acquire such Option Shares (the "Repurchase Option").  The Company may 
exercise the Repurchase Option, in whole or in party, by giving written 
notice (the "Repurchase Notice") to the Optionee within 90 days following 
the date on which the Optionee ceases to be a director of the Company, 
which notice will indicate the number of Option Shares to be repurchased. 
 If the Company elects to exercise the Repurchase Option, the closing of 
the purchase and sale will occur on the 60th day following delivery of 
the Repurchase Notice (or such earlier date as may be agreed between the 
Company and the Optionee).  At such closing, the Company will deliver the 
consideration payable to the order of the Optionee, in the form of a 
company check, against delivery by the Optionee of certificates 
evidencing the Option Shares being so purchased, free and clear of all 
liens, claims and encumbrances and endorsed in good form for transfer.

        4.      Governing Law

        The parties agree that this Agreement will be governed by and 
construed in accordance with the substantive laws (but not the conflict 
of law principles) of the State of Delaware.

        5.      Entire Agreement

        Except for the Plan, this Agreement constitutes the entire 
agreement between the parties pertaining to the subject matter contained 
herein and supersedes all prior and contemporaneous agreements, 
representations and understandings of the parties.  No supplement, 
modification or amendment of this Agreement will be binding unless 
executed in writing by the party to be charged therewith.  No waiver of 
any of the provisions of this Agreement will be deemed to constitute a 
waiver of any other  provision, whether or not similar, nor will any 
waiver constitute a continuing waiver.

        6.      Duplicate Originals

        Duplicate originals of this document will be executed by both the 
Company and the Optionee, each of which will retain one duplicate 
original.

CNET, INC.


By:     _________________________
Name:   _________________________
Title:
        _________________________

ACCEPTED:

________________________________
Name:   __________________________


Address:        ____________________
                ____________________
                ____________________
                Telecopy:  ___________