LOAN AND SECURITY AGREEMENT

        THIS LOAN AND SECURITY AGREEMENT dated as of September 5, 
1997, is made by and between CNET, Inc., a Delaware corporation 
("Debtor") and THE CIT GROUP/EQUIPMENT FINANCING, INC., a New York 
corporation ("CIT").

SECTION 1. DEFINITIONS.

        All capitalized terms which are not defined herein are 
defined in Rider Q attached herto and made a part of hereof 
("Rider A").  Accounting terms not specifically defined shall be 
construed in accordance with generally accepted accounting 
principles.

SECTION 2. AMOUNT AND TERMS OF LOANS; GRANT OF SECURITY INTEREST.

        Subject to the terms and conditions hereof, CIT agrees to 
make Loans to Debtor from time to time, up to the amount described 
in paragraph 2 of Rider A.  Each Loan shall be evidenced be 
Debtor's Note, which Note shall set forth the repayment terms and 
the applicable Interest Rate for such Loan.

        As security for the prompt and complete payment and 
performance when due of all the Obligations and in order to induce 
CIT to enter into this Agreement and make the Loans and to extend 
other credit from time to time to Debtor, whether under this 
Agreement or otherwise, Debtor hereby grants to CIT a first 
priority security interest in all Debtor's Collateral.  No lien 
securing the Obligations shall be released or deemed released 
unless and until all Obligations are finally paid and discharged.

SECTION 3. CONDITIONS OF BORROWING.

CIT shall not be required to make any Loan hereunder unless on the 
Closing Date thereof all legal matters with respect to, and all 
legal documents executed in connection with, the contemplated 
transactions are satisfactory to CIT and all of the following 
conditions are met to the satisfaction of CIT (except that (a) and 
(b) are required in connection with the initial Loan only): (a) 
CIT has received satisfactory Secretary's Certificate certified by 
Debtor's Secretary or Assistant Secretary; (b) Intentionally Left 
Blank ( c) Debtor has executed and delivered to CIT the Note 
evidencing, and a Supplement describing the Equipment to be 
financed by, such Loan; (d) the Equipment being financed by such 
Loan has been delivered to, and accepted by, Debtor and CIT has 
received satisfactory evidence that the Equipment is insured in 
accordance with the provisions hereof and that the Cost thereof 
has been, or concurrently with the making of the Loan shall be, 
fully paid; (e) CIT has received copies of the invoices and bills 
of sale, if any, with respect to the Equipment being financed by 
such Loan; (f) all filings, recordings and other actions 
(including the obtaining of landlord and/or mortgagee waivers) 
deemed necessary or desirable by CIT in order to perfect a first 
(and only) priority security interest in the filings and 
recordings have been paid by Debtor; (g) the representations and 
warranties contained in this Agreement are true and correct with 
the same effect as if made on and as of such date, and no Default 
or Event of Default is in existence on such date or shall occur as 
a result of such Loan; (h) in the sole judgment of CIT, there has 
been no material adverse change in the financial condition, 
business or operations of Debtor from the date referred to in 
Section 4(j) hereof; (i) CIT has received from the Debtor such 
other documents and information as CIT has reasonable requested; 
(j) CIT has inspected and appraised the Equipment and found it 
satisfactory in value and condition; (k) CIT has received 
satisfactory bank and/or customer references on Debtor; (l) CIT 
has received and found satisfactory Debtor's most recent quarterly 
financial statement; (m) CIT has conducted a site inspection, at 
CIT's expense, by and appraisal firm selected by CIT; (n) CIT has 
received satisfactory references on Debtor from Vulcan Ventures 
and Hambrecht & Quist; (o) CIT has received a copy of the Debtor's 
Revolving Credit Loan Agreement with Imperial Bank; and (p) CIT 
has entered into an intercreditor agreement with Imperial Bank.

SECTION 4. REPRESENTATIONS AND WARRANTIES.

        In order to induce CIT to enter into this Agreement and to 
make each Loan, Debtor represents and warrants to CIT that: (a) 
Debtor is a corporation duly organized, validly existing and in 
good standing under the laws of its State of incorporation, has 
the necessary authority and power to own the Equipment and its 
other assets and to transact the business in which it is engaged, 
is duly qualified to do business in each jurisdiction where the 
Equipment is located and in each other jurisdiction in which the 
conduct of its business or ownership of its assets requires such 
qualification, and its chief executive office is located at the 
address set forth in paragraph 5 of Rider A; (b) Debtor has full 
power, authority to borrow hereunder and to grant the security 
interest created hereby; ( c) This Agreement has been (and each 
Note when executed and delivered shall have been) duly authorized, 
executed and delivered by Debtor and constitutes (and each Note 
when executed and delivered shall constitute) a legal, valid and 
binding obligation of Debtor enforceable in accordance with its 
terms except as such rights may be limited by bankruptcy, 
insolvency or other similar laws affecting the enforcement of 
creditors' rights generally; (d) the execution, delivery and 
performance of Debtor of this Agreement and the Notes do not and 
will not violate any provision of any applicable law or regulation 
or of any judgment or order of any court or governmental 
instrumentality, and will not violate any provision of, or cause a 
default under, any loan, other agreement, contract or judgment to 
which Debtor is a party; (e) Debtor is not in default under any 
material agreement, contract or judgment to which Debtor is a 
party; (f) Debtor has filed all tax returns that are required to 
be filed and has paid all taxes shown on said returns and 
assessments received by it to the extent such taxes and 
assessments have become due other than those which are being 
contested in good faith by appropriate proceedings and as to which 
appropriate reserves are being maintained by Debtor in accordance 
with generally accepted accounting principles and so long as such 
proceedings operate during the pendency thereof to prevent sale, 
forfeiture, or loss of the Collateral, and Debtor does not have 
any knowledge of any actual proposed deficiency or additional 
assessment in connection therewith; (g) there is no action, audit, 
investigation or proceeding pending or threatened against or 
affecting Debtor or any of its assets which involved any of the 
Equipment or any of the contemplated transactions hereunder or 
which, adversely determined, could have a material adverse effect 
on Debtor's business, operations or financial condition; (h) on 
each Closing Date, Debtor shall have good and marketable title to 
the Equipment being financed on such date and CIT shall have 
perfected first (and only) Lien on such Equipment ; (i)  (i)the 
operations of Debtor comply with all Environmental Laws ; and (ii) 
except as disclosed to CIT, (A) none of the operations of Debtor 
is the subject to any judicial or administrative proceeding 
alleging the violation of any Environmental Laws; (B) none of the 
operations of Debtor is the subject of an investigation to 
determine whether any remedial action is needed to respond to a 
release of any Hazardous Material into the environment; and ( C) 
Debtor has no known material contingent liability in connection 
with any release of any Hazardous Material into the environment; 
(j) all financial statements of Debtor which have been delivered 
to CIT have been prepared in accordance with generally accepted 
accounting principles consistently applied, and present fairly 
Debtor's financial position as at, and the results of its 
operations for, the periods ended on the dates set forth on such 
financial statements, and there has been no material adverse 
change in Debtor's financial condition, business or operations 
since December 31, 1996, as reflected in such financial 
statements; (k) except as previously disclosed to CIT, Debtor has 
not changed its name in the last five years or done business under 
any other name; and (l) no consent of any Person, or any license, 
approval or authorization of, or registration or filing with, any 
governmental authority, bureau or agency is required in connection 
with the execution, delivery and performance of, and payment 
under, this Agreement.


SECTION 5. COVENTANTS.

        Debtor covenants and agrees that from and after the date 
hereof and so long as the Commitment or any of the Notes is 
outstanding:

        A.  It will: (1) promptly give written notice to CIT of the 
occurrence of any Event of Loss; (2) observe all material 
requirements of any governmental authorities relating to the 
conduct of its business, to the performance of its obligations 
hereunder, to the use, operation or ownership of the Equipment, or 
to its properties or assets, maintain its existence as a legal 
entity and obtain and keep in full force and effect all rights 
franchises, licenses and permits which are necessary to the proper 
conduct of its business, and pay all fees, taxes, assessments and 
governmental charges or levies imposed upon any of the Equipment; 
(3) at an reasonable time or times, and upon reasonable notice, 
permit CIT or its authorized representatives to inspect the 
Equipment and, following the occurrence and during the 
continuation of an Event of Default, to inspect the books and 
records of Debtor as they relate to the Equipment; (4) in 
accordance with generally accepted accounting principles, keep 
proper books of record and account in which entries will be made 
of all dealings or transactions in relation to its business and 
activities; (5) furnish to CIT the following financial statements, 
all in reasonable detail, prepared in accordance with generally 
accepted accounting principles applied on a basis consistently 
maintained throughout the period involved, (a) no later than 15 
days after filing with the Securities and Exchange Commission, 
Debtor's Annual Report under Section 13 or 15(d) of the Securities 
Exchange Act of 1934; and (b) no later than 15 days after filing 
with the Securities and Exchange Commission, Debtor's Quarterly 
Report under Section 13 and 15(d) of the Securities and Exchange 
Act of 1934; (6) (i)
furnish to CIT, together with the Reports described in clauses 
5(a) and 5(b) above, a statement signed by Debtor's chief 
financial officer, provided that such statement shall only be 
provided if Debtor is not in compliance with all financial 
covenants contained in any document evidencing a financial 
obligation of Debtor to CIT hereunder or to any bank or financing 
company providing revolving credit to Debtor, and such statement 
will set forth the nature of such noncompliance or default, and 
the status thereof (such statement shall set forth the actual 
calculations of any financial covenants and the details of any 
amendments or modifications of any financial covenants), and (ii) 
promptly, such additional financial and other information as CIT 
may from time to time reasonably request; (7) promptly, at 
Debtor's expense, execute and deliver to CIT such instruments and 
documents, and take such action, as CIT may from time to time 
reasonably request in order to carry out the intent and purpose of 
this Agreement and to establish and protect the rights, interest 
and remedies created, or intended to be created, in favor of CIT 
hereby, including, without limitation, the execution, delivery, 
recordation and filing of financing statements (hereby authorizing 
CIT, in such jurisdictions where such action is authorized by law, 
to effect any such recordation or filing of financing statements 
without Debtor's signature, and to file as valid financing 
statements in the applicable financing statement records, 
photocopies hereof, of the Supplements and of any other financing 
statement executed in connection herewith); (8) warrant and defend 
its good and marketable title to the Equipment, and CIT's 
perfected first (and only) priority security interest in the 
Collateral, against all claims and demands whatsoever (hereby 
agreeing that the Equipment shall be and at all times remain 
separately identifiably personal property, and shall not become 
part of any other real estate), and will, at its expense, take 
such action as may be necessary to prevent any other Person from 
acquiring any right or interest in the Equipment; (9) at Debtor's 
expense, if requested by CIT in writing, attach to the Equipment a 
notice satisfactory to CIT disclosing CIT's security interest in 
the Equipment; (10) at Debtor's expense, maintain the Equipment in 
good condition and working order and furnish all parts, 
replacements and servicing required therefor so that the value, 
condition and operating efficiency thereof will at all times be 
maintained, normal wear and tear expected, and any repairs, 
replacements and parts added to the Equipment in connection with 
any repair or maintenance or with any improvement, change, 
addition or alteration shall immediately, without further act, 
become part of the Equipment and subject to the security interest 
created by this Agreement; and (11) obtain and maintain at all 
times on Collateral, at Debtor's expense, "All-Risk" physical 
damage (excluding coverages for earthquakes and flood) and, if 
required by CIT, liability insurance (including bodily injury and 
property damage) in such amounts, against such risks, in such form 
and with such insurers as shall be satisfactory to CIT; provided, 
however, that the amount of physical damage insurance shall not be 
less that the then aggregate outstanding principal amount of the 
Notes, nor more that the original principal amount of the Notes.  
All physical damage insurance policies shall be made payable to 
CIT as its interest may appear; If liability insurance is required 
by CIT, the liability insurance policies shall name CIT as an 
additional insured.  Debtor shall maintain and deliver to CIT the 
original certificates ofd insurance or other documents 
satisfactory to CIT prior to policy expiration or upon CIT's 
request, but CIT shall bear no duty or liability to ascertain the 
existence or adequacy of such insurance.  Each insurance policy 
shall, among other things, require that the insurer give CIT at 
least 30 days' prior written notice of any alteration of the terms 
of such policy or the cancellation thereof and that the interests 
of CIT be continued insured regardless of any breach of or 
violation by Debtor of any warranties, declarations or conditions 
contained in such insurance policy.  The insurance maintained by 
the Debtor shall be primary with no other insurance maintained by 
CIT (if any) contributory.

B.  Without the prior written consent of CIT, it will not: 
(1) sell, convey, transfer, exchange, lease, or otherwise 
relinquish possession or dispose of any of the Collateral or 
attempt or offer to do any of the foregoing; (2) create, assume or 
suffer to exist any Lien upon the Collateral except for the 
security interest created hereby; (3) liquidate or dissolve; (4) 
change the form of organization of its business; or (5) without 
thirty (30) days prior written notice to CIT, change its name or 
its chief executive office; (6) move any of the Equipment from the 
location specified on the Supplement relating thereto without the 
prior written consent of CIT which consent shall not be 
unreasonably withheld (except Debtor may move Equipment within the 
San Francisco, California locations without CIT's prior written 
consent); or (7) make or authorize any improvement, change, 
addition or alteration to the Equipment which would impair its 
originally intended function or use or its value.

SECTION 6. EVENTS OF DEFAULT; REMEDIES.

        The following events shall each constitute an "Event of 
Default" hereunder: (a) Debtor shall fail to pay any Obligation 
within 10 Business days after the same becomes due (whether at the 
stated maturity, by acceleration or otherwise); (b) any 
representation or warranty made by Debtor in this Agreement or in 
any document, certificate or financial or other statement now or 
hereafter furnished by Debtor in connection with this Agreement or 
any Loan shall at any time prove to be untrue or misleading in any 
material respect as of the time when made; ( c) Debtor shall fail 
to observe covenant, condition, or agreement contained in Section 
5.A(11) or 5.B hereof or in paragraph 4 or 7 of Rider A; (d) 
Debtor shall fail to observe or perform any other covenant or 
condition contained in this Agreement, and such failure shall 
continue unremedied for a period of 30 days after the earlier of 
the date on which Debtor obtains knowledge of such failure or the 
date on which the notice thereof shall be given by CIT to Debtor; 
(e) Debtor shall default in the payment of, or other performance 
under, any obligation for payment  or lease (whether or not 
capitalized) or any guarantee (i) to CIT beyond the period of 
grace, if any, provided with respect thereto, or (ii) to Imperial 
Bank, or any other bank or financial institution providing 
revolving credit to Debtor, beyond the period of grace, if any, 
provided with respect thereto; or (f) a complaint in bankruptcy or 
for the arrangement or reorganization or for relief under any 
insolvency law is filed by or against Debtor (and when filed 
against Debtor is in effect for 60 days) or Debtor admits it 
inability to pay its debts as they mature.

        If an Event of Default shall occur, CIT may, by notice 
of default given to Debtor, do any one or more of the 
following: (a) terminate the Commitment and/or (b) declare 
the Notes to be due and payable, whereupon the principal 
amount of the Notes, together with the accrued interest 
thereon and all other amounts owing under this Agreement and 
the Notes, shall become immediately due payable without 
presentment, demand, protest or other notice of any kind, 
all of which are hereby expressly waived (and in the case of 
any Event of Default specified in clause (f) of the above 
paragraph, such acceleration of the Notes shall be 
automatic, without any notice by CIT). In addition, if an 
Event of Default shall occur and be continuing, CIT may 
exercise all other rights and remedies available to it, 
whether under this Agreement, under any other instrument or 
agreement securing, evidencing or relating to the 
Obligations, under the Code, or otherwise available at law 
or in equity.  Without limiting the generality of the 
foregoing, Debtor agrees that in any such event, CIT, 
without demand of performance or other demand, advertisement 
or notice of any kind (except the notice specified below 
time and place of public or private sale) to or upon Debtor 
or any other Person (all and each of which demands, 
advertisements and notices are hereby expressly waived), may 
forthwith do any one or more of the following: collect, 
purchase or otherwise dispose of and deliver, the Collateral 
(or contract to do so), or any part thereof, in one or more 
parcels at public or private sale or sales at such places 
and at such prices as it may deem best, for cash or on 
credit or for future delivery without the assumption of any 
credit risk.  CIT shall have the right upon any such public 
sale or sales, and sold, free of any right or equity of 
redemption of Debtor, which right or equity is hereby 
expressly released.  Debtor further agrees, at CIT's 
request, to assemble (at Debtor's expense) the Collateral 
and make it available to CIT at such places which CIT shall 
select, whether at Debtor's premises or elsewhere.  CIT 
shall apply the net proceeds of any such collection, 
recovery, receipt, appropriation, realization or sale (after 
deduction all reasonable out-of pocket costs and expenses of 
every kind incurred therein or incidental to the care, 
safekeeping or otherwise of any or all of the Collateral or 
in any way relating to the rights of CIT hereunder, 
including reasonable attorney's fees and legal expenses) to 
the payment in whole or in part of the Obligations, in such 
order as CIT may elect.  Debtor agrees that CIT not give 
more than 10 days' notice of the time and place of any 
public sale or of the time after which a private sale may 
take place that such notice is reasonable notification of 
such matters.  Debtor shall be liable for any deficiency if 
the proceeds of any sale or disposition of the Collateral 
are insufficient to pay all amounts to which CIT is 
entitled. Debtor agrees to pay all costs of CIT, including 
reasonable attorney's fees, incurred with respect to 
collection of any of the Obligations and enforcement of any 
of CIT's rights hereunder.  To the extent permitted by law, 
Debtor hereby waives presentment demand, protest or any 
notice (except as expressly provided in this Section 6) of 
any kind in connection with this Agreement or any 
Collateral.

SECTION 7. MISCELLANEOUS.

        No failure or delay by CIT in exercising any right, 
remedy or privilege hereunder or under any Note shall 
operate as a waiver thereof, nor shall any single or partial 
exercise of any right, remedy or privilege hereunder or 
thereunder preclude any other or further exercise thereof or 
the exercise of any other right, remedy or privilege.  No 
right or remedy in this Agreement is intended to be 
exclusive but each shall be cumulative and in addition to 
any other remedy referred to herein or otherwise available 
to CIT to at law or in equity; and the exercise by CIT of 
any one or more of such remedies shall not preclude the 
simultaneous or later exercise by CIT of any or all such 
other remedies.  No express or implied waiver by CIT of an 
Event of Default shall in any way be, or be construed to be 
a waiver by Default.  The acceptance by CIT of any regular 
installment payment or any other sum owing hereunder shall 
not (a) constitute a waiver in any Event of Default in 
existence at the time, regardless of CIT's knowledge or lack 
of knowledge thereof at the time of such acceptance, or (b) 
constitute a waiver of any Event of Default unless CIT shall 
have agreed in writing to waive the Event of Default.

        All notices, requests and demands to or upon any party 
hereto shall be deemed duly given or made when sent, if 
given by telecopier, when delivered, if given by personal 
delivery or overnight commercial carrier, on the fifth 
calendar day after deposit in the United States mail, 
certified mail, return receipt requested, addressed to such 
party at its address (or telecopier number) set forth in 
paragraph 5 of Rider A or such other address or telecopier 
number as may be hereafter designated in writing by such 
party to the other party hereto.

        Debtor agrees, whether or not the contemplated 
transactions are consummated, (A) to pay or reimburse CIT 
for (i) all out-of-pocket expenses of CIT in connection with 
the documentation thereof; (ii) all fees, taxes and expenses 
of whatever nature incurred in connection with the creation, 
preservation and protection of CIT's security interest in 
the Collateral, including, without limitation, all filing 
and lien search fees, payment or discharge of any taxes or 
Liens upon, or in respect to, the Collateral, and all other 
fees and out-of-pocket expenses in connection with 
protecting or maintaining the Collateral or in connection 
with defending or prosecuting any actions, suits or 
proceedings arising out of, or related to, the Collateral; 
and (iii) all out-of-pocket costs and expenses (including 
reasonable legal fees and disbursements) of ICT in 
connection with the enforcement of this Agreement and the 
Notes, and (B) to pay, and to indemnify and hold CIT 
harmless from and against any and all liabilities, 
obligations, losses, damages, penalties, claims, actions, 
judgments, suits, out-of-pocket costs, expenses (including 
reasonable legal expenses) or disbursements of any kind or 
nature whatsoever arising out of or with respect to (a) this 
Agreement, the Collateral or CIT's interest therein, 
including, without limitation, the execution, delivery, 
enforcement, performance or administration of this Agreement 
and the Notes and the manufacture, purchase, ownership, 
possession, use, selection, operation or condition of the 
Collateral or any part thereof, or (b) Debtor's violation or 
alleges violation of any Environmental Laws or any law or 
regulation relating to Hazardous Materials (the foregoing 
being referred to as the "indemnified liabilities"), 
provided, that Debtor shall have no obligation hereunder 
with respect to indemnified liabilities arising from the 
gross negligence or willful misconduct of CIT.  If Debtor 
fails to perform or comply with any of its agreements 
contained in this Agreement and CIT shall itself perform, 
comply or cause performance compliance, the expenses of CIT 
so incurred, together with the interest thereon at the Later 
Charge Rate, shall be payable by Debtor to CIT on demand and 
until such payment is made shall constitute Obligations 
hereunder.  The agreements and indemnities contained in this 
paragraph shall survive termination of this Agreement and 
payment of the Notes.

        This Agreement contains the complete, final and 
exclusive statement of the terms of the agreement between 
CIT and Debtor related to the contemplated business 
transactions, and neither this Agreement, nor any terms 
hereof, may be changed, waived, discharged or terminated 
orally, but only by an instrument in writing signed by the 
party against which enforcement of a change, waiver, 
discharge or termination is sought.

        This Agreement shall be binding upon, and inure to the 
benefit of, Debtor and CIT and their respective successors 
and assigns, except that Debtor may not assign or transfer 
its rights hereunder or any herein without the prior written 
consent of CIT.

        Headings and sections and paragraphs are for 
convenience only, are not part of this Agreement and shall 
not be deemed to affect the meaning or construction of any 
of the provisions hereof.  Any provision of this Agreement 
which is prohibited or unenforceable in any jurisdiction 
shall, as to such jurisdiction, be ineffective to the extent 
of such prohibition or unenforceability without invalidating 
the remaining provisions hereof, and any such prohibition or 
unenforceability shall not invalidate or render 
unenforceable such provision in any other jurisdiction.

        Debtor hereby authorizes CIT to correct patent errors 
and to fill in such blanks as serial numbers and dates 
herein and in the Notes, Supplements and in any document 
executed in connection herewith.

        This Agreement may be executed by the parties hereto 
on any number of separate counterparts, each of which when 
so executed shall be an original, but all such counterparts 
shall together constitute but one and the same instrument.

        CIT hereby agrees that upon payment in full of all 
monetary Obligations hereunder, and provided no Default or 
Event of Default has occurred or is continuing at the time 
all monetary Obligations are paid in full, it will release 
its security interest in the Collateral.

        THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED BY, ANS 
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE INTERNAL 
LAWS OF THE STATE OF NEW YORK.  DEBTOR HEREBY IRREVOCABLY 
CONSENTS AND AGREES THAT ANY LEGAL ACTION IN CONNECTION WITH 
THIS AGREEMENT MAY BE INSTITUTED IN THE COURST OF THE STATE 
OF NEW YORK, IN THE COUNTY OF NEW YORK OR THE UNITED STATES 
COURTS FOR THE SOUTHERN DISTRICT OF NEW YORK, AS CIT MAY 
ELECT, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, 
DEBOTR HEREBY IRREVOCABLY ACCEPTS AND SUBMITS TO, FOR ITSELF 
AND IN RESPECT OF ITS PROPERTY, THE NON-EXCLUSIVE 
JURISDICTION OF ANY SUCH COURT, AND TP ALL PROCEEDINGS IN 
SUCH COURTS.  DEBTOR AND CIT ACKNOWLEDGE THAT JURY TRIALS 
OFTEN ENTAIL ADDITIONAL EXPENSES AND DELAYS NOT OCCASIONED 
BY NONJURY TRIALS.  JUDGE BY MEANS OF A BENCH TRUAL WITHOUT 
A JUTY.  IN VIEW OD THE FOREGOING, AND AS A SPECIFICALLY 
NEGOTIATED PROVISION F THIS AGREEMENT, DEBTOR AND CIT HEREBY 
EXPRESSLY WAIVE ANY RIGHT TO TRUAL BY JURY OF ANY CLAIM, 
DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS 
AGREEMENT, OR THE TRANSACTIONS RELATED HERETO, WHETHER NOW 
EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN 
CONTRACT OR TORT OR OTHERWISE; AND DEBTOR AND CIT HEREBY 
AGREE AND CONSENT THAT DEBTOR OR CIT MAY FILE AN ORIGINAL 
COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS 
WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE 
WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

        IN WITNESS WHEREOF,  the parties have caused this 
Agreement to be duly executed and delivered by their duly 
authorized officers as of September 5, 1997.

CIT:                                            Debtor:

The CIT GROUP/EQUIPMENT                 CNET, Inc.
FINANCING, INC.                         a Delaware Corporation
a New York Corporation

By: Steve Enyeart                               By: David Overmyer
Title: Vice President                           Title: VP Finance 
& Administration