Co-Branded Site Agreement - CNET Inc. and Techies.com Inc.


                           CNET CO-BRANDED SITE AGREEMENT

CNET, Inc. ("CNET") operates Internet sites  through which users will be able 
to access technology job information and related tools provided by 
Techies.com ("Content Provider").  Content Provider operates a technology job 
web site at http://www.techies.com (the "Content Provider Site"). Content 
Provider desires to be listed on the CNET Sites, including the CNET Tech Jobs 
site at http://jobs.cnet.com and any other site launched by CNET that is 
primarily devoted to information technology (collectively, the "CNET Sites"), 
on the terms and subject to the conditions set forth in this Agreement.  
Accordingly, CNET and Content Provider hereby agree as follows:

1.     CO-BRANDED SITE.

       1.1    DEVELOPMENT.  Within a reasonable time after the execution of this
              Agreement, the parties will use commercially reasonable efforts to
              create and develop a co-branded version of the Content Provider
              Site (the "Co-Branded Site") with the intention of making such
              site available to CNET's general user base on January 1, 2000 (the
              "Launch Date").  The parties will cooperate in good faith to
              determine a mutually agreed upon beta and testing period that will
              occur prior to the Launch Date.  The Co-Branded Site will include
              a career development center with the following functions and
              features: job listings search, career management resource content
              authored by the Content Provider, registration to the Content
              Provider's services through the Co-Branded Site, and ability to
              browse profiles of Content Provider's clients. The Co-Branded Site
              will also include a "Post your Jobs" feature, a "Company of the
              Day or Week" function, and a "Job of the Day or Week" function,
              the latter two features which shall be reasonably determined by
              Content Provider and selected from Content Provider's client base.
              Without limiting the foregoing, unless otherwise determined by
              CNET, the Co-Branded Site will provide all of the information,
              content, features and functionality, and will perform in a manner
              substantially similar to the Content Provider Site, as the Content
              Provider Site may be updated and enhanced from time to time. 
              Unless otherwise agreed by the parties, CNET will not include any
              reasonably deemed competitive job or career-related functionality
              within the Co-Branded Site.  Each party will designate a contact
              to whom questions about the production of the Co-Branded Site
              shall be directed.

       1.2    HOSTING.  Unless otherwise mutually agreed by the parties, the
              Content Provider will host the Co-Branded Site on its servers (or
              on servers within its control) and will provide all computer
              hardware, software and personnel necessary to operate and maintain
              such Co-Branded Site as functional pages accessible to users of
              the World Wide Web. Notwithstanding that the Co-Branded Site is
              hosted by the Content Provider, the Content Provider agrees to use
              commercially reasonable efforts to ensure that that each page on
              the Co-Branded Site will be IP masked so that the URL displayed in
              a Co-Branded User's browser ends in CNET.com. The parties agree
              that CNET will receive credit for all page views for Media Metrix
              and other reporting purposes.  In the event that CNET reasonably
              determines that Content Provider is technologically unable to
              include a CNET.com URL on the registration page, CNET agrees that
              such registration page only may appear under the Techies.com URL,
              provided that (a) the look and feel of such registration page is
              substantially similar to the look and feel of the Co-Branded Site,
              and (b) no advertising or other promotions appear on the
              registration page.  The parties will work together in good faith
              to determine the most efficient and effective method to provide
              the Co-Branded Site to users, and may move some Co-Branded pages
              to CNET's servers as mutually agreed upon. 

       1.3    DESIGN; LOOK AND FEEL.  CNET will design the user interface and
              all aspects of the look and feel of the Co-Branded Site in
              consultation with the Content Provider. The design, text and
              graphics of the Co-Branded Site created by CNET will be provided
              to Content Provider at least 30 days prior to the Launch Date. 
              Each page on the Co-Branded Site will include primary branding for
              CNET and may include hyperlinks to CNET or to third parties, as
              determined at CNET's discretion subject to the terms of Section
              2.7 below.  Content Provider will receive branding on the 
              Co-Branded Site in the form of (a) a logo of equal size to the 
              CNET logo which appears above the fold on the Co-Branded Site, 
              and (b) a text statement indicating that the Co-Branded Site is 
              "Powered by techies.com" directly adjacent to the CNET logo.

       1.4    TECHNICAL STANDARDS.  The Co-Branded Site will comply with the
              functional, technical and editorial specifications and standards
              set forth in EXHIBIT A.

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       1.5    ADVERTISING.  CNET or its third party designee will be solely
              responsible for creating and pricing advertising units, as well
              as selling and serving all advertising on the Co-Branded Site. 
              Content Provider will use commercially reasonable efforts to
              ensure that the hardware and software associated with the 
              Co-Branded Site are compatible with the ad serving software of 
              CNET or its third-party ad server existing as of the Effective 
              Date of this Agreement.

       1.6    DATA COLLECTION.

              1.6.1  CO-BRANDED USERS. Members of the Content Provider's service
                     registering from the Co-Branded Site will be directed back
                     to the Co-Branded Site for services and information offered
                     by the Content Provider, including to browse company
                     profiles in response to a JobNote (as defined in Section
                     2.6).

              1.6.2  DELIVERY BY CONTENT PROVIDER TO CNET.  Content Provider
                     will own all user registration data generated through the
                     Co-branded Site.  Content Provider will supply CNET with
                     the Co-Branded Site user registration data in both summary
                     and detailed form, for usage as defined in Section 1.6.3
                     below.   This data will be shared in real time if
                     commercially and technologically feasible, so that, for
                     example, CNET could customize its site content and
                     advertising for that user.  If real time data sharing is
                     not available, the data shall be provided to CNET no less
                     frequently than bi-weekly.  Content Provider shall provide
                     CNET with all information it collects on the Co-Branded
                     Site including, without limitation, data regarding visits,
                     number of searches, page views and unique users.

              1.6.3  PERMITTED USE. During the Term and after termination of
                     this Agreement, CNET will not use the registration data to
                     target advertising or promotions to registered users for a
                     service that is competitive with the products or services
                     provided by the Content Provider at the date of the
                     execution of this Agreement (e.g., career and recruiting
                     services).  During the Term and after termination of this
                     Agreement, Content Provider may use the registration data
                     to deliver a reasonable amount of information regarding
                     Content Provider's services, provided that (a) such
                     information will not be specifically targeted at users that
                     registered through the Co-Branded Site, (b) such
                     information will not refer to CNET or any CNET property
                     without CNET's prior written consent, and (c) such
                     registration data may be provided to third parties only if
                     (i) the user has affirmatively "opted-in" to allow such
                     data to be disclosed, and (ii) such third party is not a
                     CNET competitor, defined as a company whose primary
                     business involves Internet-based news, information,
                     reviews, e-commerce solutions, auctions, price comparisons
                     or software downloads.  All use of Content Provider's
                     proprietary data will be consistent with Content Provider's
                     and CNET's reasonable privacy policies. This clause will
                     survive the termination of the Agreement.  Except for the
                     restrictions placed on use of the registration data
                     provided above, nothing herein shall restrict a party from
                     offering products or services in competition with the
                     other. 

              1.6.4  DELIVERY BY CNET TO CONTENT PROVIDER.  CNET shall provide
                     Content Provider with any information it collects on the
                     Co-Branded Site, such as page views, unique users, and
                     clickthroughs to the registration tool. Such data may be
                     shared in the aggregate by Content Provider solely for
                     marketing purposes, provided that the accuracy and
                     representation of such data in marketing materials is
                     approved in advance by CNET and that such data is not
                     provided to any CNET competitor.

       1.7    MESSAGES.  All hyperlinks and URLs included within any messages
              sent to users of the Co-Branded Site, including but not limited to
              JobNotes, shall link to the appropriate page on the Co-Branded
              Site; provided, however, that if pursuant to Section 1.1 CNET has
              elected to not include certain content of the Content Provider
              Site and such content is referenced in the message, then any
              hyperlinks directly related to that content may link to the
              appropriate page of the Content Provider Site.

2.     PROMOTIONS ON THE CNET SITES.

       2.1    PROMOTIONS.  Content Provider agrees to purchase [****] on the
              CNET Sites and CNET TV ("Promotions") totaling at least [****] 
              during the

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              Term ("Minimum Media Buy Amount").  Unless otherwise mutually
              agreed, Content Provider will pay for the Promotions at the rate
              of [****].  Such Promotions will be designed to promote the CNET
              Tech Jobs channel and will include the phrase "Powered by
              Techies.com" wherever appropriate or mutually agreed.
       
       2.2    DELIVERY AND DESIGN.  The Promotions will be delivered
              substantially in accordance with the Media Plan set forth on
              EXHIBIT B, as may be changed from time to time by mutual agreement
              of the parties.  Notwithstanding the foregoing, within 30 days
              following the execution of this Agreement, CNET and Content
              Provider will work together in good faith to determine what
              changes, if any, should be made to EXHIBIT B with respect to the
              Promotions, and shall amend EXHIBIT B to reflect all mutually
              agreed upon changes. For any changes to the EXHIBIT B, CNET and
              Content Provider will work together in good faith to determine the
              timing, type, content, number and placement of such changed
              Promotions on the CNET Sites. CNET will design any graphics and
              other materials required for the Promotions, in reasonable
              consultation with the Content Provider.  Unless otherwise agreed
              by the parties, all Promotions will be linked to the Co-Branded
              Site.

       2.3    CNET PROMOTION REPORT.  Within thirty (30) days following the end
              of each month during the Term, CNET will provide a report to
              Content Provider describing the number of Promotions delivered
              during the previous month ("CNET Promotion Report") and in
              addition will provide access to tracking and reporting information
              in the manner generally available to other advertisers on the CNET
              Sites. 
       
       2.4    LINKS AND SITE INTEGRATION.  CNET will place links to the 
              Co-Branded Site in relevant areas within the CNET Sites, as 
              defined in Exhibit C.  Additional links may be placed within the 
              CNET Sites at CNET's sole discretion.  Without limiting the 
              foregoing, CNET will place a link to the Co-Branded Site off the 
              front door of CNET.com and in the navigation bar appearing at the 
              top of each page on the CNET Sites; provided that CNET may change 
              the look and feel, design, functionality and features of the CNET 
              Sites at CNET's sole discretion.  If any change to the CNET Sites 
              requires that CNET remove links to the Co-Branded Site, CNET will 
              use good faith efforts to provide such links in a substitute 
              location; provided that CNET will use commercially reasonable 
              efforts to ensure that a link to the Co-Branded Site remain on 
              the front door of CNET.com, and will provide a link of 
              substantially similar prominence if such front door link is 
              removed.
       
       2.5    DISPATCH AND CNET REGISTRATION.  During the Term, CNET will use
              commercially reasonable efforts to include an announcement
              regarding the availability of the CNET Tech Jobs site in one CNET
              Dispatch at no charge to Content Provider.  CNET will draft such
              announcement, subject to the reasonable approval of Content
              Provider, which will not be unreasonably withheld or delayed.  In
              addition, CNET will include a link to the Co-Branded Site within
              each career-oriented newsletter, if any, that may be created by
              CNET after the Effective Date.  Further, if CNET develops a
              universal CNET registration page on which a user can register for
              all services on the CNET Sites, CNET may include the Co-Branded
              Site within such registration page, at CNET's option; provided
              that CNET will use commercially reasonable efforts to include an
              "opt-in" box on such registration page though which users may
              request registration information related to the Co-Branded Site.
       
       2.6    JOBNOTES.  For the purposes of this Agreement, "JobNote" means an
              email dispatch from Content Provider, known as a JobNote (or its
              successor), that describes a job listed on the Content Provider
              Site.  At CNET's discretion, CNET may include a link to a JobNotes
              sign-up page on the CNET Dispatch registration page.  The JobNotes
              sign-up page will initiate the registration process, and will
              include reference to the Content Provider.  In all JobNotes
              delivered to members of the Co-Branded Site, Content Provider will
              include mutually agreed-upon co-branding in the "Subject" field
              and heading of the email, which will include, at a minimum, the
              CNET name before the name of Content Provider.  Further, such
              JobNote will point the user to the Co-Branded Site to review the
              profile of the respective Content Provider's client, and will not
              contain advertising unless mutually agreed by the parties.

       2.7    EXCLUSIVITY.

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              2.7.1  During the Term, CNET will not include any third-party
                     content within the CNET Sites from any company that is in
                     the primary business of career placement or recruiting in
                     the information technology industry. 
              
              2.7.2  CNET will not include advertising or promotions on 
                     the Co-Branded Site from any company listed on EXHIBIT D, 
                     as may be changed not more than semi-annually by mutual 
                     agreement of the parties.  Notwithstanding the foregoing, 
                     if any company with which CNET has an existing contractual
                     relationship is added to EXHIBIT D, then CNET may fulfill
                     its existing contract with such company, provided that such
                     contract may not be extended or renewed by CNET. 
              
              2.7.3  Content Provider acknowledges that CNET currently operates
                     co-branded sites that offer job listings, including the 
                     co-branded CNET/iNiku site accessible from various 
                     locations on the CNET Sites.  Content Provider acknowledges
                     and agrees that CNET may continue to offer and promote 
                     such co-branded sites and create new co-branded sites that 
                     are not directly competitive with the Content Provider as 
                     described in Section 2.7.1; provided, however, that CNET 
                     will not endorse any third-party job area (including iNiku)
                     as the official provider of job and career information on 
                     the CNET Sites. 
              
              2.7.4  Notwithstanding any other provision of this Agreement,
                     Content Provider acknowledges that CNET produces co-branded
                     editions of CNET Sites for various resellers, distributors
                     and other licensees (collectively the "Distributors").  In
                     some cases, such Distributors are entitled to replace
                     CNET's default content with other content within their own
                     co-branded editions of the CNET Site. Notwithstanding the
                     other provisions of this Agreement, if any such Distributor
                     has exercised its right to replace Content Provider's
                     content with other content, then CNET will not be required
                     to display Content Provider's content within such
                     Distributor's co-branded edition of the CNET Site, and the
                     exclusivity described herein shall not apply to such
                     Distributor's co-branded edition.  CNET agrees that it will
                     not create any co-branded edition of a CNET Site for any
                     company that is in the primary business of career placement
                     or recruiting in the information technology industry,
                     provided that the foregoing will not restrict CNET from
                     licensing CNET content to such companies.  Further, CNET
                     acknowledges that unless otherwise agreed by CNET and
                     Content Provider, Content Provider will not be under any
                     obligation to create a separate multi-branded site for CNET
                     and any Distributor.
              
              2.7.5 CNET is creating several international editions of the CNET
                     Sites to reflect appropriate localized and local partner
                     content ("International Editions").  The parties
                     acknowledge that the terms of this Agreement do not extend
                     to such International Editions.  If CNET desires to add
                     information technology career and recruiting content to
                     future International Editions created for CNET, CNET will
                     negotiate in good faith with Content Provider regarding the
                     terms and conditions on which Content Provider's content
                     may be included on such International Edition, provided
                     that the foregoing will not obligate either party to enter
                     into an agreement related to such International Editions.
       
3.     PROMOTIONS ON THE CONTENT PROVIDER SITE.

       3.1    CONTENT PROVIDER PROMOTIONS.  CNET agrees to purchase [****] on
              the Content Provider Site ("Content Provider Promotions") totaling
              at least [****].  Content Provider agrees that CNET will receive a
              promotional presence as mutually agreed by the parties.
       
       3.2    DELIVERY AND DESIGN.  The Content Provider Promotions will be
              delivered as mutually agreed by the parties. Content Provider will
              work in good faith to accommodate CNET's requests with respect to
              the Content Provider Promotions, and Content Provider and CNET
              will work together to determine the timing, type, content, number
              and placement of all Content Provider Promotions on the Content
              Provider Site. CNET will design any graphics and other materials
              required for the Promotions.  All Content Promotions will be
              linked to a CNET Site as directed by CNET.


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       3.3    CONTENT PROVIDER PROMOTION REPORT.  Within thirty (30) days
              following the end of each month during the Term, Content Provider
              will provide a report to CNET describing the number of Content
              Provider Promotions delivered during the previous month.

4.     LICENSE.

       4.1    LICENSE BY CNET. CNET hereby grants to Content Provider a 
              non-exclusive, worldwide, royalty-free license, effective 
              throughout the Term, to use, publish, publicly perform, publicly
              display, and digitally perform the CNET trademarks, service 
              marks, logos and brands on the Co-Branded Site and within the 
              Content Provider Promotions, to the extent necessary to fulfill 
              its obligations hereunder.

       4.2    LICENSE BY CONTENT PROVIDER. Content Provider hereby grants CNET a
              non-exclusive, worldwide, royalty-free license, effective
              throughout the Term, to use, publish, publicly perform, publicly
              display, digitally perform the Content Provider's trademarks,
              service marks, logos and brands needed solely for the Promotions
              undertaken by CNET for Content Provider and for the Co-Branded
              Site.
       
       4.3    OWNERSHIP.  Each party acknowledges and agrees that it does not
              have any claim, right, title or interest in or to the other
              party's content or trademarks, except as explicitly provided
              herein.  Further, each party acknowledges and agrees that it shall
              use the other party's content and trademarks solely as expressly
              permitted under this Agreement and in a manner consistent with the
              terms and conditions of this Agreement. Nothing contained in this
              Agreement will give either party any right, title or interest in
              or to any trademarks, trade names, logos or other intellectual
              property of the other party, except for the limited rights
              expressly granted hereunder. Each party acknowledges and agrees
              that the other party has complete authority to control the use of
              its content and trademarks.

5.     PAYMENTS.

       5.1    [****].  Content Provider will pay to CNET [****] totaling [****].
              Beginning on the Launch Date, such payments will be made in equal
              quarterly installments, in advance, at the beginning of each
              quarter during the respective year during the Term.
       
       5.2    PROMOTIONAL FEE.  Content Provider will pay CNET [****] for the
              Promotions described in Section 2.1, with payment terms defined in
              the "Terms and Conditions" attached hereto.  The remaining [****]
              in Promotions will be paid for in barter as provided in Section
              5.4 below and the "Terms and Conditions."
       
       5.3    ADVERTISING REVENUE SPLIT.  CNET and Content Provider will share
              all Net Advertising Revenue (as defined below) from the Co-Branded
              Site at the rate of [****] each.  For purposes of this Section,
              "Net Advertising Revenue" means revenue derived from advertising
              on the Co-Branded Site minus reasonable ad serving costs.  For
              purposes of determining amounts due to Content Provider, Net
              Advertising Revenue shall not be less that [****] of revenue
              derived from advertising within the Co-Branded Site.
       
       5.4    CONTENT PROVIDER PROMOTIONS. The Content Provider Promotions
              described in Section 3 will be delivered as payment for the [****]
              of Promotions delivered on the CNET Sites for Content Provider, as
              further described in the "Terms and Conditions."

6.     TERM.  The term of this Agreement (the "Term") will commence on the
signing of this Agreement and will continue for a period of two years after the
Launch Date, unless otherwise terminated as provided in the Terms and Conditions
attached hereto. 


7.     TERMINATION.  The parties acknowledge that they are contemplating an
equity agreement in which CNET will invest in Content Provider.  If such equity
agreement is not signed within five business days following the signing of this
Agreement, then either party may terminate this Agreement immediately upon
written notice to the other.

8.     PUBLICITY.  The parties agree to work together to issue a joint press
release concerning their relationship, the CNET Tech Jobs site, and other
mutually agreed-upon matters.  Each party shall have an opportunity to review
and approve such press release prior to its publication.  Neither party shall
issue any other press release

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concerning the business relationship set forth herein without the prior 
written consent of the other party; provided, however, that the foregoing 
will not restrict either party from making press releases about their 
respective products and services which do not include a reference to the 
other.

9.     TERMS AND CONDITIONS.  All other terms and conditions governing this 
Agreement are attached hereto and are incorporated herein by this reference. 
If there is any apparent conflict or inconsistency between this Co-Branded 
Site Agreement and the attached Terms and Conditions, this Co-Branded Site 
Agreement shall control unless the parties expressly agrees otherwise in 
writing.

AGREED AND ACCEPTED the 9th day of November 1999.

CONTENT PROVIDER                                 CNET

BY: /s/ Peter Brasket                            BY:  /s/ Doug Woodrum
   --------------------------------------           --------------------------
TITLE:  Vice President, Business Develop.        TITLE: CFO
                                          
                                          
                                          
                                          
                                          
                                          



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                                TERMS AND CONDITIONS

This document sets forth additional Terms and Conditions under which CNET 
will provide Promotions and Content Provider Links to the Content Provider in 
fulfillment of the attached Co-Branded Site Agreement (the "Content Provider 
Agreement").

1.     TERMS OF PAYMENT Unless otherwise mutually agreed, Content Provider shall
       purchase Promotions at the rate of [****] Date; provided, however, that
       the last quarter's payments of the first year shall be replaced by [****]
       in Content Provider Promotions delivered during the first year, and 
       one-half of the last quarter's payments of the second year shall be 
       replaced by [****] in Content Provider Promotions delivered during the 
       second year. CNET shall invoice Content Provider on a monthly basis for 
       the Promotions provided in the previous month. All payments will be due 
       30 days after receipt of the invoice and CNET Promotion Report by Content
       Provider. If Content Provider fails to make any payment due hereunder,
       Content Provider will be responsible for all reasonable expenses
       (including attorneys' fees) incurred by CNET in collecting such amounts.
       Content Provider shall be responsible for all taxes associated with the
       payments required hereunder (except for taxes based on CNET's net 
       income). Failure by the Content Provider to make the payments required
       will be deemed a material breach of this Content Provider Agreement and
       CNET shall have the option to remove the Content Provider from any or all
       CNET Sites and may pursue other remedies at CNET's sole discretion. If
       CNET does not deliver the Promotions because of Content Provider's action
       or inaction and not because of any fault of CNET (e.g., Content Provider
       fails to place acceptable orders, Content Provider fails to deliver
       creative materials on schedule, etc.), Content Provider agrees that it
       shall pay the Minimum Media Buy Amount, as applicable, described in
       Section 2.1 of the Content Provider Agreement, provided it receives the
       agreed-upon number of Promotions at the time of payment.

2.     PROMOTION POSITIONING, STYLE AND RATES. Except as otherwise expressly
       agreed by the parties, positioning of Promotions within the CNET Sites or
       on any page is at the sole discretion of CNET.  Notwithstanding the
       forgoing, Promotions will be placed in a prominent location above the
       fold on the page they appear. These promotions shall be at least the same
       size as other Promotions for similar offerings. CNET may in its sole
       discretion label any advertisement as a "Promotion" for clarification. 

3.     LIMITATION OF LIABILITY.  EXCEPT FOR PAYMENTS REQUIRED UNDER SECTION 4,
       IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY PUNITIVE, INCIDENTAL OR
       CONSEQUENTIAL DAMAGES IN ANY ACTION ARISING FROM OR RELATED TO THESE
       TERMS AND CONDITIONS, THE CONTENT PROVIDER AGREEMENT, OR ANY INSERTION
       ORDER IN EFFECT BETWEEN CNET AND CONTENT PROVIDER FROM TIME TO TIME,
       WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), INTENDED CONDUCT
       OR OTHERWISE, INCLUDING WITHOUT LIMITATION, DAMAGES RELATING TO THE LOSS
       OF PROFITS, INCOME OR GOODWILL, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN
       ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  EXCEPT FOR DAMAGES ARISING
       UNDER SECTION 4 OR 13, IN NO EVENT WILL EITHER PARTY'S LIABILITY FOR
       MONETARY DAMAGES UNDER THIS CONTENT PROVIDER AGREEMENT EXCEED THE AMOUNT
       PAID BY CONTENT PROVIDER TO CNET FOR THE PROGRAM WHICH IS THE BASIS OF
       LIABILITY. NEITHER PARTY WILL BE LIABLE  FOR ANY INTERNET OR
       TELECOMMUNICATIONS FAILURE, COMPUTER VIRUS, THIRD PARTY INTERFERENCE OR
       OTHER THIRD PARTY SOFTWARE OR HARDWARE THAT MAY INTERRUPT OR DELAY ACCESS
       TO ANY INTERNET SITE OR CAUSE OTHER PROBLEMS OR LOSSES (COLLECTIVELY, A
       "NETWORK FAILURE").  NEITHER PARTY WILL BE LIABLE FOR ANY DELAY OR
       FAILURE TO FULFILL ITS OBLIGATIONS HEREUNDER THAT RESULTS FROM AN ACT OF
       GOD, WAR, CIVIL DISTURBANCE, COURT ORDER, LEGISLATIVE OR REGULATORY
       ACTION, CATASTROPHIC WEATHER CONDITION, EARTHQUAKE, FAILURE OR
       FLUCTUATION IN ELECTRICAL POWER OR OTHER UTILITY SERVICES, NETWORK
       FAILURE OR OTHER CAUSE BEYOND ITS REASONABLE CONTROL.

4.     WARRANTY; INDEMNITY.  Each party to this Content Provider Agreement
       represents and warrants to the other party that (i) such party has all
       necessary right, power and authority to enter into this Content Provider
       Agreement and to perform the acts required of it hereunder, and (ii) the
       entry into this Content Provider Agreement by such party, and the
       performance by such party of its obligations and duties hereunder, do not
       and will not violate any agreement of such party or by which such party
       is bound. Content Provider represents and warrants to CNET that the
       content provided by Content Provider on the Co-Branded Site (i) does not
       knowingly infringe any intellectual property, publicity or privacy rights
       of any third party, (ii) to its knowledge is not defamatory, (iii) to its
       knowledge is not lewd, pornographic or obscene, (iv) to its knowledge is
       in compliance with all applicable laws, and (v) does not violate any laws
       regarding unfair competition, antidiscrimination or false advertising and
       (vi)   does not to its knowledge contain any virus, worm, "trojan horse",
       time bomb or similar contaminating or destructive feature. CNET may
       review Content Provider's content and, in CNET's sole discretion, may
       remove any content at any time that fails to comply with the above
       requirements. Content Provider agrees to indemnify and hold harmless CNET
       and its affiliates, and their respective officers, agents and employees,
       from and against any and all loss, liability and expense (including
       reasonable attorneys' fees) suffered or incurred by reason of any claims,
       proceedings or suits based on or arising out of any claim that the
       Content Provider's content, data, information or service (i) infringes
       any intellectual property, publicity or privacy rights of a third party,
       including without limitation claims for defamation, violation of rights
       of publicity and/or privacy, copyright infringement, and trademark
       infringement., (ii) is defamatory, (iii) is lewd, pornographic or
       obscene, (iv) is not in compliance with all applicable laws, and
       (v) violates any laws regarding unfair competition, antidiscrimination or
       false advertising, (vi)   contains any virus, worm, "trojan horse", time
       bomb or similar contaminating or destructive feature, or (vii) otherwise
       breaches or allegedly breaches the foregoing representations and
       warranties. CNET agrees to indemnify and hold harmless Content Provider
       and its affiliates, and their respective officers, agents and employees,
       from and against any and all loss, liability and expense (including
       reasonable attorneys' fees) suffered or incurred by reason of any third
       party claims, proceedings or suits based on or arising out of any claim
       that the content created by CNET and displayed on the Co-Branded Site, or
       Promotions created by CNET, (i) infringes any intellectual property,
       publicity or privacy rights of a third party, including without
       limitation claims for defamation, violation of rights of publicity and/or
       privacy, copyright infringement, and trademark infringement., (ii) is
       defamatory, (iii) is lewd, pornographic or obscene, (iv) is not in
       compliance with all applicable laws, and (v) violates any laws regarding
       unfair competition, antidiscrimination or false advertising, (vi)  
       contains any virus, worm, "trojan horse", time bomb or similar
       contaminating or destructive feature, or (vii) otherwise breaches or
       allegedly breaches the foregoing representations and warranties. EXCEPT
       AS EXPRESSLY SET FORTH HEREIN, EACH PARTY ACKNOWLEDGES AND AGREES THAT
       THE OTHER HAS NOT MADE ANY REPRESENTATIONS, WARRANTIES OR AGREEMENTS OF
       ANY KIND, EXPRESS

                                      Page 7

[****]Represents material which has been redacted pursuant to a request for 
confidential treatment pursuant to Rule 406 under the Securities Act of 1933, 
as amended.



       OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF CONTENT
       PROVIDERABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

5.     RESPONSIBILITY FOR PRODUCTS AND SERVICES.  The parties acknowledge and
       agree that, as between them, each party will be solely responsible for
       any claims or other losses associated with or resulting from the content
       or other products and/or services provided by such party, including
       without limitation any warranty, return or support obligations related to
       such products and/or services.  Content Provider agrees to offer its
       products and services to users of the Content Provider Site on the terms
       described on the Content Provider Site.  Content Provider acknowledges
       and agrees that CNET does not intend to, and will not be required to,
       edit or review any Content Provider content.  CNET is not authorized to
       make, and agrees not to make, any representations or warranties
       concerning the Content Provider, except to the extent (if any) contained
       within the information and Content Provider content posted on the 
       Co-Branded Site or delivered to CNET by Content Provider.  The foregoing
       restriction will not limit CNET's ability to make editorial statements
       regarding Content Provider.

6.     ADVERTISING GUIDELINES  At CNET's reasonable request, Content Provider
       will be responsible for delivering to CNET various materials for the
       Promotions in accordance with CNET's policies and standard advertising
       specifications ("Advertising Specifications"), as may be amended from
       time to time. A copy of CNET's Advertising Specifications can be obtained
       upon written request to CNET.

7.     REPORTS AND STATISTICS FROM CNET.  CNET will provide Content Provider
       with various reports and statistics in a format reasonably determined by
       CNET, including without limitation the CNET Promotion Report.  Content
       Provider shall treat all such reports and the terms of this Agreement as
       Confidential Information hereunder and may not distribute or disclose
       such reports, statistics or terms to any third party without CNET's prior
       written consent.  CNET makes no guarantees regarding the accuracy,
       reliability or completeness of any reports or statistics provided to
       Content Provider.  Content Provider acknowledges that the statistics
       provided on the CNET Promotion Report are the official, definitive
       measurement of CNET's performance on any delivery obligations described
       in the Content Provider Agreement.  No other measurements or usage
       statistics (including those of Content Provider or a third-party
       advertisement server) shall be accepted by CNET or have bearing on this
       Content Provider Agreement.

8.     DELAY.  In the event Content Provider is unable to launch a Promotion
       through no fault or delay of CNET on such Promotion's designated start
       date, the term of the Promotion will be shortened by each day of delay. 
       Content Provider will be allowed to extend the Promotion beyond the
       original term by the number of days of delay, provided Content Provider
       pays a fee of twenty-five percent (25%) of the daily media value of the
       Promotion for each day in addition to the media value of the Promotion
       for the additional days.  After a Promotion is received from Content
       Provider, CNET will use commercially reasonable efforts to launch the
       Promotion on such Promotion's designated start date as required herein.

9.     CONTENT PROVIDER SITE.  Content Provider will be responsible for ensuring
       that each URL used in a Promotion takes the User to the appropriate area
       within the Co-Branded Site. Content Provider shall provide to Users
       coming to the Co-Branded Site at least the same level of service as is
       offered to Users coming directly to the Content Provider Site.  If
       Content Provider publishes pricing information for its services on the
       Co-Branded Site, then Content Provider agrees to ensure that such
       information remains accurate.  Content Provider will also use
       commercially reasonable efforts to maintain a professional image to
       Users, as reasonably determined by CNET. If any of the standards set
       forth above are not met by Content Provider, or if Content Provider fails
       to maintain a reasonably professional image (as determined by CNET), then
       CNET may immediately remove any or all links to the Content Provider
       Site, at CNET's sole discretion, until Content Provider adequately
       demonstrates to CNET that the Content Provider's business practices
       and/or the Content Provider Site is in full compliance and can maintain a
       professional image; provided, however, that Content Provider's failure to
       remedy such problem within 30 days shall be deemed a material breach of
       this Agreement. Further, if the Content Provider Site fails to operate
       fully and functionally in any material respect for any period of four or
       more consecutive hours, even if otherwise in compliance with the
       performance standards, CNET may immediately remove any or all links to
       the Content Provider Site at CNET's sole discretion until such time as
       Content Provider notifies CNET that such Content Provider Site has
       resumed acceptable operation.  These remedies are for CNET's editorial
       purposes and in no way limit CNET's ability to terminate this contract or
       pursue any other remedies hereunder in the event the performance
       standards set forth herein are not met.

10.    ASSIGNMENT.  Content Provider may not resell, assign or transfer any of
       its rights hereunder without CNET's prior written consent, which will not
       be unreasonably withheld.  CNET may not resell, assign or transfer any of
       its rights hereunder without Content Provider's prior written consent,
       except to any affiliate or subsidiary of CNET that operates a CNET Site.

11.    TERMINATION. If either party commits a material breach of its obligations
       hereunder that is not cured within 30 days after notice thereof from the
       non-breaching party, such non-breaching party may terminate this Content
       Provider Agreement at any time by giving written notice of termination to
       the breaching party and except for any confidentiality obligations and
       the obligations contained in Paragraphs 4 and 13 of these Terms and
       Conditions, both parties shall be relieved of all other obligations
       hereunder. 

12.    INTELLECTUAL PROPERTY.  During the Term Content Provider hereby grants
       CNET access to the Content Provider content for the sole purposes of
       linking to and distributing such Content Provider content on the 
       Co-Branded Sites as contemplated hereby.  Further, during the Term 
       Content Provider hereby grants CNET the right to publicly display 
       Content Provider's intellectual property that may be delivered by 
       Content Provider to CNET expressly for use on the CNET Sites (the 
       "Content Provider Marks"), solely in connection with marketing and 
       operating the CNET Sites as contemplated hereby. 

13.    CONFIDENTIALITY.  Each party (the "Receiving Party") undertakes to retain
       in confidence the terms of this Agreement and all other non-public
       information and know-how of the other party disclosed or acquired by the
       Receiving Party pursuant to or in connection with this Agreement which is
       either designated as proprietary and/or confidential or by the nature of
       the circumstances surrounding disclosure, ought in good faith to be
       treated as proprietary and/or confidential ("Confidential Information");
       provided that each party may disclose the terms and conditions of this
       Agreement to its immediate legal and financial consultants in the
       ordinary course of its business.  Each party agrees to use reasonable
       best efforts to protect Confidential Information of the other party, and
       in any event, to take precautions at least as great as those taken to
       protect its own confidential information of a similar nature.  The
       foregoing restrictions shall not apply to any information that: (a) was
       known by the Receiving Party prior to disclosure thereof by the other
       party; (b) was in or entered the public domain through no fault of the
       Receiving Party; (c) is disclosed to the Receiving Party by a third party
       legally entitled to make such disclosure without violation of any
       obligation of confidentiality; (d) is required to be disclosed by
       applicable laws or regulations (but in such event, only to the extent
       required to be disclosed); or (e) is independently developed by the
       Receiving Party without reference to any Confidential Information of the
       other party.  Upon request of the other party, or in any event upon any
       termination or expiration of the Term, each party shall return


                                      Page 8


       to the other all materials, in any medium, which contain, embody, reflect
       or reference all or any part of any Confidential Information of the other
       party.  Each party acknowledges that breach of this provision by it would
       result in irreparable harm to the other party,  for which money damages
       would be an insufficient remedy, and therefore that the other party shall
       be entitled to seek injunctive relief to enforce the provisions of this
       Section.

14.    ENTIRE AGREEMENT.  This Agreement (including the attached Content
       Provider Agreement) constitutes and contains the entire agreement between
       the parties with respect to the subject matter hereof and supersedes any
       prior oral or written agreements. If there is any apparent conflict or
       inconsistency between these Terms and Conditions and the Content Provider
       Agreement, the Content Provider Agreement shall control unless the
       parties expressly agree otherwise in writing.  This Content Provider
       Agreement and these Terms and Conditions may not be amended except in
       writing signed by both parties.  Nothing in the Content Provider
       Agreement will be deemed to constitute either party as the other's
       partner, joint venturer, representative, agent or employee for any
       purpose. 

15.    APPLICABLE LAW.  This Content Provider Agreement will be construed in
       accordance with and governed by the laws of the State of California,
       without regard to principles of conflicts of law.   

                                      Page 9


                                      EXHIBIT A

                       TECHNICAL AND EDITORIAL SPECIFICATIONS

The Co-Branded Site and the Content Provider's related operations must comply 
with the following performance standards throughout the Term:

       1.     The Co-Branded Site will be operational and fully functional in
              all material respects (i.e. capable of displaying information and
              conducting transactions as contemplated in the ordinary course of
              business) at least 97% of the time during any 30 day period,
              provided that Content Provider shall not be responsible for access
              problem to the Co-Branded Site caused by Internet/ISP outages.
       
       2.     The average time required to start displaying the HTML on a page
              of the Co-Branded Site after a link from a CNET Site shall not
              exceed a daily average of five seconds, and the average time
              required to deliver an entire page of the Co-Branded Site over the
              open Internet shall not exceed a daily average of fifteen seconds.
              For measurements required in this Section, the Content Provider
              may assume a stable, standard T1 connection to the Internet.
       
       3.     Without limiting the effect of Sections 1 and 2 above, the Content
              Provider shall provide to Users coming to the Co-Branded Site from
              a CNET Site at least the same level of service as is offered to
              users coming directly to the Co-Branded Site.
       
       4.     Each page of the Co-Branded Site will comply the same standards
              with respect to language, nudity and excessive violence applicable
              to similar types of content and sites operated by CNET or its
              affiliates 

       5.     The Content Provider will ensure that, with respect to content
              provided for the Co-Branded Site, Content Provider will maintain
              editorial neutrality and avoid conflicts of interest, and will
              comply in all aspects with CNET's editorial guidelines as posted
              on CNET's web site with respect to content provided for the 
              Co-Branded Site.
       
       6.     The Co-Branded Site shall not, to the best of the Content
              Provider's knowledge: (a) contain defamatory or libelous material
              or material which discloses private or personal matters concerning
              any person, without such person's consent; (b) permit to appear or
              be uploaded any messages, data, images or programs which are
              illegal, contain nudity or sexually explicit content or are, by
              law, obscene, profane or pornographic; or (c) permit to appear or
              be uploaded any messages, data, images or programs that would
              knowingly or intentionally (which includes imputed intent) violate
              the property rights of others, including unauthorized copyrighted
              text, images or programs, trade secrets or other confidential
              proprietary information, or trademarks or service marks used in an
              infringing fashion.
       
       7.     If any of the performance standards set forth above are not met by
              the Content Provider, CNET shall notify the Content Provider, and
              the Content Provider will use its best efforts to cure such
              violation within four hours. If the Content Provider does not cure
              such violation within four hours, CNET may immediately remove any
              or all links to the Co-Branded Site, at CNET's reasonable
              discretion. If the Co-Branded Site fails to operate fully and
              functionally in any material respect for any period of five or
              more consecutive hours, even if otherwise in compliance with the
              performance standards, CNET may immediately remove any or all
              links to the Co-Branded Site, at CNET's sole discretion, until
              such time as the Content Provider notifies CNET that the 
              Co-Branded Site has resumed acceptable operation.  These remedies 
              are for CNET's editorial purposes and in no way limit CNET's 
              ability to terminate this contract or pursue any other remedies 
              hereunder in the event the performance standards set forth herein 
              are not met.




                                      EXHIBIT B

                                     MEDIA PLAN


                                       [****]




[****]Represents material which has been redacted pursuant to a request for 
confidential treatment pursuant to Rule 406 under the Securities Act of 1933, 
as amended.




                                     EXHIBIT C

                               SITE INTEGRATION PLAN


    
1.     Link to Tech Jobs from the CNET Front door.
2.     Link to Tech Jobs from the Top Navigation bar
3.     Link to Tech Jobs from the Page footer
4.     Career Newsletter jointly developed by Techies.com and CNET included with
       registration for CNET newsletters.
5.     Graphic promotions on the CNET front door. (Based on availability, 2-3
       times per month)
6.     Promotion in CNET dispatches
7.     Company of the day promotion, (place and timing TBD)
8.     Job of the day, (placement and timing TBD)
9.     Creation of Career related Message Boards






                                      EXHIBIT D

                                 COMPANY COMPETITORS


CNET will not include advertising or promotions on the Co-Branded Site for any
of the following [****].  The following list may be changed
semi-annually by the parties, provided that the number of competitors shall not
be more than five at any time.


       [****]







[****]Represents material which has been redacted pursuant to a request for 
confidential treatment pursuant to Rule 406 under the Securities Act of 1933, 
as amended.