EXHIBIT (a)(1)(i)

CNET NETWORKS, INC.
OFFER TO EXCHANGE CERTAIN OUTSTANDING OPTIONS TO PURCHASE COMMON
STOCK HAVING AN EXERCISE PRICE OF GREATER THAN $12.00 FOR A LESSER
NUMBER OF NEW OPTIONS TO BE GRANTED AT LEAST
SIX MONTHS AND ONE DAY FROM THE CANCELLATION
OF THE SURRENDERED OPTIONS

THIS OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 9:00 P.M. PACIFIC TIME
ON FRIDAY, JULY 26, 2002 UNLESS THIS OFFER IS EXTENDED BY
CNET NETWORKS, INC.

Grant of New Options. CNET Networks, Inc. (referred to herein as "CNET", "we" or
the "Company") is offering eligible employees the opportunity to make a one-time
election to cancel grants of stock options where the exercise price is higher
than $12 and exchange them for a lesser number of new options (the "Offer"). We
expect to grant the replacement options within 30 days of the date that is six
months after the surrender date. Participation in the program is voluntary. To
participate in the program, an employee must cancel all of the options in a
single grant.

Eligibility. The program is open to all of CNET's employees and the employees of
CNET's participating subsidiaries residing in the United States, Australia,
France, Germany, Singapore, Switzerland and the United Kingdom. Our senior
executive officers named in our definitive proxy statement for our 2002 annual
meeting of stockholders are not, however, eligible to participate in the
program. The program is also not available to our directors or any former
employees.

Exchange Ratio. Each eligible employee who accepts the Offer will receive an
option to purchase one share of common stock in exchange for current options to
purchase that number of shares of common stock which are accepted for exchange
and cancelled, determined according to the cancelled options' exercise price as
follows:

<Table>
<Caption>
Exercise Price Options Surrendered

$12.01 to $16.00 1.5
$16.01 to $20.00 2.0
$20.01 to $25.00 2.5
$25.01 to $30.00 3.0
Above $30.00 3.5
</Table>

Exercise Price of New Options. All new options will be granted with an exercise
price equal to the closing price of our common stock on the date of the new
grant (or as modified to comply with local tax laws for new options granted in
France), which will be within 30 days of the date that is six months from the
surrender date.

Vesting of New Options. The replacement options may not be exercised until the
date that is six months following the replacement grant, at which point they
will immediately vest to the same extent that the options they replace would
have been vested on that date had they not been

surrendered. Thereafter, the remaining options will vest at a rate of 1/48 of
the total replacement grant per month.

Term of New Options. Each new option will have a term equal to the remaining
term of the surrendered option it replaces.

Other Terms and Conditions of New Options. All of the other terms and conditions
of the new options will generally be identical to the surrendered options they
replace, except that the new options will be classified as non-qualified stock
options for United States income tax purposes. Additionally, the replacement
options will not have accelerated vesting upon a change of control, as was the
case with any options that were originally issued prior to June 30, 2000 under
the Ziff Davis 1998 Incentive Compensation Plan.

Although our board of directors has approved this Offer, neither we nor our
board of directors makes any recommendation as to whether you should elect to
exchange or refrain from electing to exchange your options. You must make your
own decision whether to elect to exchange your options.

This Offer is not conditioned upon a minimum aggregate number of options being
elected for exchange. This Offer is subject to certain terms and conditions set
forth in this Offer to Exchange.

You should direct questions about this Offer or requests for assistance to
Sharon Le Duy,, General Counsel (sharonl@cnet.com), Karen Greenstein, Assistant
General Counsel (karen.greenstein@cnet.com), Julie Hata, Benefits Manager
(julie.hata@cnet.com) or Linna Hon, Compensation Analyst (linna.hon@cnet.com).

IMPORTANT

If you wish to elect to exchange your options, you must complete and sign the
Election Concerning Exchange of Stock Options form in accordance with its
instructions, and send it to us by interoffice mail, facsimile ((415) 972-6250)
or standard mail to CNET Networks, Inc., 235 Second Street, San Francisco,
California 94105, Attn: Julie Hata, Human Resources Department. In order to give
you sufficient time to consider the terms of this Offer and to ensure efficiency
in the administration of this Offer, we will not accept any election forms until
9:00 A.M. Pacific Time on Friday, July 12, 2002, so please do not submit your
form until such time. We are developing a secure online election system which
will allow you to make your elections and changes electronically over the
internet. You will have the choice as to whether you want to submit a paper
election and withdrawal form or whether you want to utilize the online system.
We will provide you with more information regarding this online election
procedure where it is available.

We are not making this Offer to, nor will we accept any election to exchange
options from or on behalf of, option holders in any jurisdiction in which this
Offer or the acceptance of any election to exchange options would not be in
compliance with the laws of such jurisdiction. However, we may, at our
discretion, take any actions necessary or desirable for us to make this offer to
option holders in any such jurisdiction.

WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON OUR BEHALF AS TO
WHETHER YOU SHOULD ELECT TO EXCHANGE OR REFRAIN FROM ELECTING TO EXCHANGE YOUR
OPTIONS PURSUANT TO THIS OFFER. YOU SHOULD RELY ONLY ON THE INFORMATION
CONTAINED IN THIS DOCUMENT OR OTHER INFORMATION TO WHICH WE HAVE REFERRED YOU.
WE HAVE NOT AUTHORIZED ANYONE TO GIVE YOU ANY INFORMATION OR TO MAKE ANY
REPRESENTATION IN CONNECTION WITH THIS OFFER OTHER THAN THE INFORMATION AND
REPRESENTATIONS CONTAINED IN THIS DOCUMENT OR IN THE RELATED ELECTION CONCERNING
EXCHANGE OF STOCK OPTIONS FORM. IF

ANYONE MAKES ANY RECOMMENDATION OR REPRESENTATION TO YOU OR GIVES YOU ANY
INFORMATION, YOU MUST NOT RELY UPON THAT RECOMMENDATION, REPRESENTATION OR
INFORMATION AS HAVING BEEN AUTHORIZED BY US.

NOTHING IN THIS DOCUMENT SHALL BE CONSTRUED TO GIVE ANY PERSON THE RIGHT TO
REMAIN IN THE EMPLOY OF CNET NETWORKS, INC. OR TO AFFECT OUR RIGHT TO TERMINATE
THE EMPLOYMENT OF ANY PERSON AT ANY TIME WITH OR WITHOUT CAUSE TO THE EXTENT
PERMITTED UNDER LAW. NOTHING IN THIS DOCUMENT SHOULD BE CONSIDERED A CONTRACT OR
GUARANTEE OF WAGES OR COMPENSATION. IF YOU ARE EMPLOYED ON AT "AT-WILL" BASIS,
THIS OFFER DOES NOT CHANGE THE "AT-WILL" NATURE OF YOUR EMPLOYMENT, AND
THEREFORE, YOUR EMPLOYMENT MAY BE TERMINATED BY YOUR EMPLOYER OR BY YOU AT ANY
TIME, INCLUDING PRIOR TO THE GRANT DATE OF THE NEW OPTIONS, FOR ANY REASON, WITH
OR WITHOUT CAUSE.

iii

TABLE OF CONTENTS

<Table>
<Caption>
PAGE
----

SUMMARY TERM SHEET............................................................................... 1
THIS OFFER....................................................................................... 13

1. Eligible Employees...................................................................... 13
2. Number of Options; Expiration Time...................................................... 14
3. Purpose of this Offer................................................................... 16
4. Procedures for Electing to Tender Options............................................... 18
5. Withdrawal Rights....................................................................... 19
6. Acceptance of Options for Exchange and Issuance of New Options.......................... 20
7. Price Range of Common Stock Underlying the Options...................................... 21
8. Source and Amount of Consideration; Terms of New Options................................ 22
9. Information about CNET Networks, Inc.................................................... 24
10. Interests of Directors and Executive Officers: Transactions and
Arrangements Concerning the Current Options and Our Common Stock........................ 25
11. Status of Options Acquired by Us in this Offer; Accounting
Consequences of this Offer.............................................................. 26
12. Legal Matters; Regulatory Approvals..................................................... 27
13. Material U.S. Federal Income Tax Consequences........................................... 29
14. Material Tax Consequences for Employees Who Are Tax Residents in
Australia............................................................................... 31
15. Material Tax Consequences for Employees Who Are Tax Residents in
France.................................................................................. 33
16. Material Tax Consequences for Employees Who Are Tax Residents in
Germany................................................................................. 35
17. Material Tax Consequences for Employees Who Are Tax Residents in
Singapore............................................................................... 36
18. Material Tax Consequences for Employees Who Are Tax Residents of
Switzerland............................................................................. 39
19. Material Tax Consequences for Employees Who Are Tax Residents of
Taiwan.................................................................................. 40
20. Material Tax Consequences for Employees Who Are Domiciled and Permanently
Resident and Ordinary Resident of the United Kingdom.................................... 40
21. Extension of Offer; Termination; Amendment.............................................. 42
22. Fees and Expenses....................................................................... 43
23. Additional Information.................................................................. 43
24. Miscellaneous........................................................................... 45
</Table>

SCHEDULE A CONDITIONS OF THIS OFFER
SCHEDULE B INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS
OF CNET NETWORKS, INC.

INDEX TO SUMMARY TERM SHEET
QUESTIONS ABOUT THE EXCHANGE

<Table>

1. What securities are we offering to exchange?............................................ 1
2. Why are we making this Offer?........................................................... 1
3. Who is eligible to participate in this exchange?........................................ 2
4. What if I leave CNET or am terminated prior to the expiration of the Offer?............. 2
5. What if I am on a leave of absence throughout the period in which the Offer to
participate in the exchange is open to employees........................................ 2
6. What if I leave CNET or am terminated between the date my options are
cancelled and the replacement grant date?............................................... 3
7. What if I tender my current options, but die after the expiration date
and prior to the grant date? ........................................................... 3
8. What happens if I tender my current options and I am on a leave of
absence on the date that the new options are granted?................................... 3
9. What types of leave of absence are considered "authorized leaves of absences"?.......... 3
10. Are employees located outside the United States eligible to participate?................ 3
11. How does this exchange work?............................................................ 4
12. Can I exchange the remaining portion of an option that I have
already partially exercised prior to the Offer? ........................................ 5
13. Can I select which portion of an option to exchange?.................................... 6
14. Can I exchange both vested and unvested options?........................................ 6
15. Can I exchange options that I have already exercised?................................... 6
16. What will be my new option exercise price?.............................................. 6
17. When will I receive my new option?...................................................... 6
18. When will the new options vest?......................................................... 6
19. What will be the terms and conditions of my new option?................................. 7
20. Why won't I receive my new options immediately after
the expiration of this offer? .......................................................... 7
21. Why can't CNET just reprice my options?................................................. 7
22. Why can't I just be granted additional options?......................................... 7
23. Wouldn't it be easier to quit CNET and then get rehired?................................ 8
24. If I elect to participate in the exchange program, why must all options
granted to me in the last six months, which have a fairly low exercise price,
also be exchanged? ..................................................................... 8
25. When will I see the new option at http://aststockplan.com and
when will I receive my new option notice? .............................................. 8
26. How can I view a summary of my current options?......................................... 8
27. Will my new options be incentive stock options?......................................... 8
28. If I have incentive stock options, what happens if I elect not
to exchange eligible incentive stock options for new options? .......................... 9
29. Is there any tax consequence to my participation in this exchange?...................... 9
30. If I participate, what will happen to my exchanged options?............................. 9
31. What happens to eligible options that I choose not to exchange
or that you do not accept for exchange? ................................................ 9
32. What do I need to do to participate in this offer to exchange?.......................... 10
33. When does the Offer expire? Can the Offer be extended, and if so,
how will I be notified if it is extended?............................................... 10
34. What will happen if I do not turn in my form by the deadline?........................... 10
35. During what period of time can I withdraw previously tendered options?.................. 11
36. Am I eligible to receive future grants if I participate in this exchange?............... 11
37. Does CNET plan to make any company-wide option grants between
the cancellation date and the replacement grant date? .................................. 11
</Table>

<Table>

38. What do the officers and the members of our board of directors
think of this offer? .................................................................. 11
39. What are the conditions to this Offer?.................................................. 11
40. What happens if CNET is subject to a change in control AFTER
the new options are granted? ........................................................... 12
41. What happens if CNET is subject to a change in control BEFORE the new
options are granted or before they are exercisable?..................................... 12
42. Are there other circumstances where I would not be granted new options?................. 12
43. After the replacement grant date, what happens if my options end up
underwater again? ...................................................................... 13
</Table>

SUMMARY TERM SHEET

The following are answers to some of the questions that you may have about this
Offer. We urge you to read carefully the remainder of this Offer to Exchange and
the accompanying election form because the information in this summary is not
complete, and additional important information is contained in the remainder of
this Offer to Exchange. We have included section references to the remainder of
this Offer to Exchange where you can find a more complete description of the
topics in this summary. We also urge you to review the information in our annual
report on Form 10-K for the year ended December 31, 2001, and quarterly reports
for 2002 on Form 10-Q, and the proxy statement distributed in connection with
our Annual Shareholders Meeting held on June 12, 2002, as these documents
contain important financial information and other relevant information about us.

GENERAL QUESTIONS ABOUT THE EXCHANGE

1. What securities are we offering to exchange?

We are offering to exchange all outstanding, unexercised stock options to
purchase shares of our common stock that have an exercise price of greater than
$12.00 per share and which were granted under any of the following plans:

o CNET Networks plans: Amended and Restated Stock Option Plan, Amended and
Restated 1997 Stock Option Plan, 2000 Stock Incentive Plan, 2001 Stock
Incentive Plan and

o Plans assumed in acquisitions: Ziff-Davis 1998 Incentive Compensation Plan,
mySimon 1998 Stock Option Plan, Apollo Solutions, Inc. 2000 Stock Option
Plan, 1999 Tech Republic Stock Option Plan

(all of the foregoing, the "Plans"), for new options under the same Plans;
provided, that all new options granted to employees residing in Australia,
France and Switzerland may be granted under a designated Plan (the 2000 Stock
Incentive Plan for France and Switzerland and the 2001 Stock Incentive Plan for
Australia), regardless of the Plan under which the options tendered for exchange
were granted, in order to obtain favorable tax treatment in the relevant local
jurisdiction. We are offering to exchange only those options that are held by
eligible employees that remain eligible from the date of this Offer through the
expiration of the Offer. Eligible employees who elect to participate in this
exchange program with respect to such options will automatically be deemed to
also have elected to tender for exchange all stock options granted to them
during the six month period ending on June 26, 2002, regardless of exercise
price. As no employees who hold options that are eligible for exchange were
granted options in the last six months, no employee will be required to tender
for exchange any options that have an exercise price of $12.00 or below.
(Section 2)

2. Why are we making this Offer?

We are implementing this Offer because a considerable number of our eligible
employees have stock options, whether or not they are currently exercisable,
with exercise prices that are significantly above our current and recent trading
prices. These options were originally granted to motivate and reward our
employees for profitable growth and to encourage them to continue their
employment with us. As a result of the extreme volatility in our industry and a
steep decline in our stock price in 2000 and 2001, we have many stock options
outstanding with exercise prices significantly higher than the current stock
price. As a result, a significant number our options are

no longer effectively providing the employee motivation and retention that they
were intended to provide. By making this offer to exchange outstanding options
for new options that will have an exercise price equal to the market value of
our common stock on the replacement grant date, we intend to provide you with
the benefit of holding options that over time may have a greater potential to
increase in value. In addition, we hope to create better performance incentives
for our eligible employees and thereby maximize stockholder value. (Section 3)

3. Who is eligible to participate in this exchange?

Employees are eligible to participate in the exchange program only if they:

o are an employee of CNET on June 26, 2002;

o reside in Australia, France, Germany, Singapore, Switzerland, Taiwan, the
United Kingdom or the United States (provided, that the Offer is not being
extended to employees residing in Australia until we have submitted a
supplementary disclosure document to the Australian Securities and
Investments Commission, which we expect to be submitted by July 2, 2002);

o are not a director of CNET Networks, Inc. or an executive officer of the
Company named in our definitive proxy statement for our 2002 annual meeting
of stockholders;

o remain an eligible employee through the expiration of this Offer; and

o hold at least one eligible option on June 26, 2002.

If you are eligible and choose to participate, you may only elect to exchange
options subject to an eligible option agreement that have an exercise price of
greater than $12.00 per share. You may only elect to exchange all or none of the
options granted to you on the same grant date and at the same exercise price.
Similarly, you may only elect to exchange all or none of the options granted to
you in multiple grants on a single grant date at the same exercise price (e.g.,
a grant of incentive stock options and a grant of non-qualified stock options).
Directors (including employee directors) and consultants of CNET are not
eligible to participate. (Section 1)

4. What if I leave CNET or am terminated prior to the expiration of the Offer?

If you are not employed by CNET or a participating subsidiary on the date of the
expiration of the Offer, you will not be eligible to participate in the exchange
offer. If you tender your current options prior to your termination of
employment, you should withdraw your election form prior to July 26, 2002
because the options you tendered for exchange will be cancelled and you will not
receive a replacement grant since you will no longer be employed by CNET or its
subsidiaries on the replacement grant date. If you withdraw your option prior to
July 26, 2002, the vested portion of any options that you had tendered for
exchange will remain available to you (as well as any other vested options you
hold upon termination) under their original terms and will be exercisable for
90-days following your last date of employment. (Section 5)

5. What if I am on a leave of absence throughout the period in which the Offer
to participate in the exchange is open to employees?

If you are on an authorized leave of absence throughout the period in which the
Offer to participate in the exchange is open to employees, you will still be
considered to be an employee

of CNET during such time, and will be eligible to tender your eligible options
for exchange. (Section 1)

6. What if I leave CNET or am terminated between the date my options are
cancelled and the replacement grant date?

The election form will not be revocable after 9:00 p.m. Pacific Time on Friday,
July 26, 2002 unless this Offer is extended. Therefore, if you leave CNET
voluntarily, involuntarily, or for any other reason (including before your new
options are granted) after the expiration date of the Offer, you will not have a
right to any stock options that were previously cancelled and you will not have
a right to any stock options that would have been granted on the replacement
grant date.

THEREFORE, IF YOU ARE NOT AN ELIGIBLE EMPLOYEE OF CNET NETWORKS, INC. FROM THE
DATE YOU ELECT TO EXCHANGE OPTIONS THROUGH THE REPLACEMENT GRANT DATE, YOU WILL
NOT RECEIVE ANY NEW OPTIONS IN EXCHANGE FOR YOUR OPTIONS THAT HAVE BEEN ACCEPTED
FOR EXCHANGE AND YOU WILL NOT RECEIVE ANY OTHER CONSIDERATION FOR THE OPTIONS
ELECTED TO BE EXCHANGED, EVEN IF THE OPTIONS YOU ELECTED TO EXCHANGE WERE FULLY
OR PARTIALLY VESTED. (Section 1)

7. What if I tender my current options, but die after the expiration date and
prior to the grant date?

Once your current options are cancelled, should you die, prior to the grant date
of the new options, neither you nor your estate or heirs will receive any new
options or other payment or consideration in exchange for your tendered current
options. (Section 1)

8. What happens if I tender my current options and I am on a leave of absence on
the date that the new options are granted?

If you tender your current options and they are cancelled and you are on a
leave of absence that is an "authorized leave of absence" on the grant date, you
will be entitled to a grant of new options only if you return to active
employment with CNET or one of its participating subsidiaries prior to the first
anniversary of the grant date. In that event, you will receive a grant of new
options within 30 days following the date you return to active employment. The
grant price of the new options will be equal to the closing price at which one
share of CNET common stock is traded on the Nasdaq Stock Market's National
Market on the date your new options are granted (or as modified to comply with
local tax laws for new options granted in France). (Section 6)

9. What types of leave of absence are considered "authorized leaves of
absences"?

An authorized leave of absence is a leave of absence that has been approved in
accordance with policy or practice by CNET or the participating subsidiary that
employs you, at the end of which it is expected that you will return to active
employment with CNET or one of its participating subsidiaries. By way of
example, authorized leaves include approved family leave, jury duty leave, and
military leave.

10. Are employees located outside the United States eligible to participate?

Yes, employees who reside in Australia, France, Germany, Singapore, Switzerland,
Taiwan or the United Kingdom are eligible to participate; provided, however that
this Offer is not being extended to employees residing in Australia until we
have submitted a supplementary disclosure document to the Australian Securities
and Investment Commission, which we expect to be submitted by July 2, 2002.
Short summaries of the general tax consequences of participating in the exchange
in countries other than the United States are included in this Offer to Exchange
(Sections 14-19). Employees residing outside of the United States are urged to
consult with a financial or tax advisor in the country where they reside and
work. Employees of CNET who reside in countries other than Australia, France,
Germany, Singapore, Switzerland, Taiwan, the United Kingdom or the United States
are not eligible to participate. Therefore, if you change your place of
residence to a country other than Australia, France, Germany, Singapore,
Switzerland, Taiwan, the United Kingdom or the United States, you will not have
a right to any stock options that were previously cancelled and you will not
have a right to any stock options that would have been granted on the
replacement grant date. (Sections 1 and 6)

11. How does this exchange work?

Participating in the exchange program requires an eligible employee to make a
voluntary, election to tender eligible stock options prior to 9:00 p.m. Pacific
Time on Friday, July 26, 2002, unless this Offer is extended, after which time
such election will be irrevocable. This Offer is structured such that a new
option to purchase one share of CNET common stock will be issued in exchange for
an option to purchase that number of shares determined in accordance with the
exchange ratio described below, which new option will be issued on the
replacement grant date (which will be at least six months and one day after July
26, 2002) and priced at the closing market price of our common stock on that
date (or as modified to comply with local tax laws for new options granted in
France). The table below shows the number of shares of our common stock subject
to an option currently outstanding that you must exchange in order to receive a
new option to purchase one share of common stock, based on the grant price of
the currently outstanding option:

<Table>
<Caption>
Grant Price of Current Option Options Surrendered

$12.01 to $16.00 1.5
$16.01 to $20.00 2.0
$20.01 to $25.00 2.5
$25.01 to $30.00 3.0
Above $30.00 3.5
</Table>

We will not issue any new options exercisable for fractional shares. Instead, if
the exchange conversion yields a fractional amount of shares, we will round up
(.50 or over) or down (.49 or under) to the nearest whole number of shares with
respect to each option. Eligible options granted under Plans and exchanged for
new options will be replaced with options granted under the same Plan under
which the cancelled options were granted, unless prevented by law or applicable
regulations; provided, however, that if necessary to ensure that the options
granted to employees in Australia, France and Switzerland receive favorable tax
treatment, all options granted in exchange for options surrendered by employees
residing in Australia, France and Switzerland may be granted under a designated
Plan (the 2000 Stock Incentive Plan for France and Switzerland and the 2001
Stock Incentive Plan for Australia), regardless under which Plan the cancelled
options were granted. Each new option will be granted pursuant to a new option
agreement between you and us. The new option will have substantially similar
terms and conditions as the cancelled option, except for the exercise price and
classification of the options as non-qualified stock options for U.S. income tax
purposes. (Sections 2, 8 and 15)

Example

To illustrate how the exchange ratios work, we'll assume that you have 5 current
options for 100 shares each. The grant prices of these 5 current options are:
$13.00; $17.00; $22.00; $28.00; and $45.00. Under these facts, the table below
shows the number of shares subject to each new option you would receive were you
to participate in the exchange program:

<Table>
<Caption>
Grant Price of Current Shares of Common Stock Shares of Common Stock
Option Subject to Current Option Exchange Ratios Subject to New Option
---------------------- ------------------------- --------------- ----------------------

$13.00 100 1.5 for 1 67
$17.00 100 2 for 1 50
$22.00 100 2.5 for 1 40
$28.00 100 3 for 1 33
$45.00 100 3.5 for 1 29
Total 500 219
</Table>

The replacement options may not be exercised until the date that is six months
following the replacement grant, at which point they will immediately vest to
the same extent that the options they replace would have been vested on that
date had they not been surrendered. Thereafter, the remaining options will vest
at a rate of 1/48 of the total replacement grant per month. The new options will
have other terms and conditions that are substantially similar to the cancelled
options, except for the new exercise price and classification of the options as
non-qualified stock options (for United States income tax purposes). To
participate, eligible employees may only elect to exchange options subject to an
eligible option agreement that have an exercise price of more than $12.00 per
share. You may only elect to exchange all or none of the options granted to you
on the same grant date and at the same exercise price. If you received multiple
grants on the same date and at the same exercise price (e.g., a grant of
incentive stock options and a separate grant of non-qualified stock options),
you may only elect to exchange all or none of those options. For accounting
purposes, any eligible employee who elects to tender for exchange any such
options will automatically be deemed to also have elected to tender for exchange
all options granted to them during the six month period ending on June 26, 2002,
regardless of exercise price. As no employees who hold options that are eligible
for exchange were granted options in the last six months, no employee will be
required to tender for exchange any options that have an exercise price of
$12.00 or below.
(Sections 2, 6 and 8)

Within five business days after receiving your election form, we will send you
an e-mail confirming our receipt of your election form. If your options are
properly tendered for exchange and accepted by us for exchange, you will receive
a rights letter shortly following the expiration of this Offer. The rights
letter will confirm that your options have been accepted for exchange and
cancelled and will summarize your rights as a participant in the exchange
program, including the material terms of this Offer such as the number of shares
of our common stock your new options will entitle you to purchase, subject to
adjustments for any stock splits, stock dividends and similar events. (Section
6)

12. Can I exchange the remaining portion of an option that I have already
partially exercised prior to the Offer?

Yes, any remaining outstanding, unexercised eligible options can be exchanged in
accordance with the terms of this Offer. (Section 2)

13. Can I select which portion of an option to exchange?

No. You cannot partially cancel an outstanding option. If you choose to exchange
an option grant, all options within that grant (that is, all options granted to
you on the same grant date and at the same exercise price) will be exchanged and
cancelled. (Section 2)

14. Can I exchange both vested and unvested options?

Yes. You can exchange eligible options, whether or not they are vested. (Section
2)

15. Can I exchange options that I have already exercised?

No. This Offer only pertains to options and does not apply in any way to shares
purchased, whether upon the exercise of options, through our employee stock
purchase plans or otherwise, whether or not you have vested in those shares. If
you have exercised an option in its entirety, that option is no longer
outstanding and is therefore not subject to this Offer. If you have exercised an
eligible option in part, the remaining unexercised portion of that option is
outstanding and can be exchanged pursuant to this Offer. Options for which you
have properly submitted an exercise notice prior to the date this Offer expires
will be considered exercised to that extent, whether or not you have received
confirmation of exercise for the shares purchased. (Section 2)

16. What will be my new option exercise price?

The exercise price for the new options, which will be granted on a date that is
within 30 days following the date that is six months and one day after the offer
period expires, will be the closing price of our common stock on the Nasdaq
Stock Market's National Market on that date, as reported in the print edition of
The Wall Street Journal (or as modified to comply with local tax laws for new
options granted in France). BECAUSE WE WILL NOT GRANT NEW OPTIONS UNTIL AT LEAST
SIX MONTHS AND ONE DAY AFTER THE DATE WE CANCEL THE OPTIONS ACCEPTED FOR
EXCHANGE, THE NEW OPTIONS MAY HAVE A HIGHER EXERCISE PRICE THAN SOME OR ALL OF
YOUR CURRENT OPTIONS. WE RECOMMEND THAT YOU OBTAIN CURRENT MARKET QUOTATIONS FOR
OUR COMMON STOCK BEFORE DECIDING WHETHER TO ELECT TO EXCHANGE YOUR OPTIONS.
(Section 8)

17. When will I receive my new option?

We will grant the new options on a specified date during the 30-day period
beginning on the first business day that is at least six months and one day from
the date we cancel options elected for exchange. If we cancel options elected
for exchange on July 26, 2002, which is the scheduled expiration of this Offer,
the replacement grant date of the new options will be no earlier than January
27, 2003. (Section 6)

18. When will the new options vest?

The new options will not be exercisable prior to the date that is six months
after the grant date (the "Vesting Date") at which point they will immediately
vest to the same extent that the options they replace would have been vested on
that date had they not been surrendered (as modified to

comply with the laws of certain countries outside the United States).
Accordingly, if you remain employed for the six month period following the
replacement grant date, you will likely not lose the benefit of any vesting
under your tendered current options that are accepted for exchange and
cancelled. For example, new options that are granted in exchange for current
options that are already vested today or that would have become vested after
today and before the Vesting Date of the new options will be vested on the
Vesting Date. The remaining new options will become vested in accordance with
the current vesting schedule and on the same vesting dates applicable to the
current options for which such new options are exchanged (i.e., the remaining
options will vest at the rate of 1/48 of the total replacement grant per month).
(Section 8)

19. What will be the terms and conditions of my new option?

The new options will be granted under the same Plan as the related current
options cancelled in the Offer; provided, however, that if necessary to ensure
that the options granted to employees in Australia, France and Switzerland
receive favorable tax treatment, all options granted in exchange for options
surrendered by employees residing in Australia, France and Switzerland may be
granted under a designated Plan (the 2000 Stock Incentive Plan for France and
Switzerland and the 2001 Stock Incentive Plan for Australia) regardless under
which Plan the cancelled options were granted. The terms and conditions of a new
option will be substantially identical to the current option it replaces, except
that the new option will have a new grant price and grant date and will cover a
fewer number of shares of our common stock and the replacement option may not be
exercised until the date that is six months following the replacement grant, at
which point it will immediately vest to the same extent that the option it
replaces would have been vested on that date had it not been surrendered.
Thereafter, the remaining option will vest at a rate of 1/48 of the total
replacement grant per month. Also, in certain countries other than the United
States, the new options may be subject to different terms and conditions than
the current options they replace. All of the new options issued to residents of
the United States will be issued as non-statutory stock options for purposes of
the Internal Revenue Code of 1986, as amended. (Section 8)

20. Why won't I receive my new options immediately after the expiration of this
offer?

If we were to grant the new options on any date which is earlier than six months
and one day after the date we cancel the options accepted for exchange, we would
be required under the financial accounting rules applicable to us to record a
compensation expense against our earnings for each fiscal quarter that the new
options remained outstanding which could have a negative impact on our stock
price. By deferring the grant of the new options for at least six months and one
day, we believe we will not have to record such a compensation expense. (Section
11)

21. Why can't CNET just reprice my options?

Repricing outstanding options could require us under the financial accounting
rules applicable to us to recognize significant charges in our financial
statements that would reduce our reported earnings for each fiscal quarter that
the repriced options remained outstanding. This could have a negative impact on
our stock price. (Section 11)

22. Why can't I just be granted additional options?

Because of the large number of options with exercise prices above $12.00, a
large grant of new options to all of these option holders would be more dilutive
to our stockholders and could have a more dilutive effect on our earnings per
share than the dilutive effect resulting from the Offer.

Additionally, we have a limited pool of options that we are allowed to grant
without stockholder approval. Therefore, our current reserves must be conserved
for new hires and ongoing grants. (Section 3)

23. Wouldn't it be easier to quit CNET and then get rehired?

This is not an alternative for us because this would be treated the same as a
repricing if the rehire and resulting re-grant are within six months of the
option cancellation date. Again, such a repricing would cause CNET to take a
charge against earnings on any future appreciation of the repriced options.
(Section 11)

24. If I elect to participate in the exchange program, why must all options
granted to me in the last six months, which have a fairly low exercise price,
also be exchanged?

If we were to allow participating employees to keep options that were granted
within the six month period ending on June 26, 2002, then the financial
accounting rules applicable to us could require us to recognize significant
charges in our financial statements. These charges could reduce our reported
earnings for each fiscal quarter that the options issued in the last six months
remained outstanding. This could have a negative effect on our stock price
performance. Since there has not been a grant of options to CNET employees in
the past six months, other than to new hires, and our common stock has traded
below $12.00 per share throughout that six month period, there are no employees
who have options that are eligible for exchange who also have been granted
options in the past six months. (Section 11)

25. When will I see the new option at http://aststockplan.com and when will I
receive my new option notice?

You will see your new option as well as a new option grant agreement at
http://aststockplan.com within three weeks after the replacement grant date.
(Section 6)

26. How can I view a summary of my current options?

All employees can view their stock options at http://aststockplan.com, the
online tool that we use to afford employees an ability to view their stock
options online, 24 hours a day. To access your AST account, you will need your
social security number or your employee ID number (which can be found in Offline
in the employee database) and your password. If you cannot remember your
password, you will be able to request it be sent to you directly from the AST
website, www.aststockplan.com. If you've never logged into your AST account, you
will also need your PIN. This would have been sent to you via email either when
you were hired at CNET, or at any time you received a stock option grant. If you
do not have this information, you will need to call AST Customer Service at
888-980-6456 and request for it to be resent. They will send it to your CNET
email address. Once you have logged-in, go to the link for "Option Status" for a
list of all your grants. You will need this information to complete the election
form. If you haven't signed your option agreement reflecting the grant you would
like to surrender, you will need to do that before you surrender the grant. This
would also be a good opportunity to sign the option agreements for grants that
you are not surrendering if you haven't already done so. No option grant can be
exercised until the related option agreement has been signed by you. (Section 4)

27. Will my new options be incentive stock options?

No. Regardless of whether the options you exchange are incentive stock options
or non-qualified stock options, your new options will not be treated as
incentive stock options under U.S. federal tax laws. Instead, all new options
will be non-qualified options. Under current U.S. law, you will not realize
taxable income upon the grant of a non-qualified stock option. However, when you
exercise the non-qualified option, the difference between the exercise price of
the option and the fair market value of the shares subject to the option on the
date of exercise will be treated as taxable compensation income to you, and you
will be subject to withholding of income and employment taxes at that time.
(Sections 8 and 13)

28. If I have incentive stock options, what happens if I elect not to exchange
eligible incentive stock options for new options?

You will not be subject to current U.S. federal income tax if you do not elect
to exchange your eligible incentive stock options for new options.

We do not believe that the Offer will change any of the terms of your eligible
incentive stock options if you do not accept the offer. However, the IRS may
characterize the Offer to you as a "modification" of those incentive stock
options, even if you decline the Offer. A successful assertion by the IRS that
the options are modified could extend the options' holding period to qualify for
favorable tax treatment and cause a portion of your incentive stock options to
be treated as non-qualified stock options.

If you choose not to exchange your eligible options, we recommend that you
consult with your own tax advisor to determine the tax consequences of the
exercise of your incentive stock options or sale of the common stock that you
will receive when you exercise those options. (Sections 8 and 13)

29. Is there any tax consequence to my participation in this exchange?

If you accept this Offer and reside and work in the United States, under current
U.S. law, you will not recognize income for federal income tax purposes either
at the time your exchanged options are cancelled or when the new options are
granted. All eligible employees, including those subject to taxation in a
foreign jurisdiction, whether by reason of their nationality, residence or
otherwise, should consult with their own personal tax advisors as to the tax
consequences of their participation in the Offer exchange program. Tax
consequences may vary depending on each individual employee's circumstances.
Included as part of this Offer to Exchange are short summaries of the general
tax consequences of the Offer in countries other than the United States. If you
are located outside the United States, you should review these summaries
carefully and consult your own tax advisor regarding your personal situation
before deciding whether or not to participate in the Offer. (Sections 13 through
19)

30. If I participate, what will happen to my exchanged options?

Options designated to be exchanged under this program will be cancelled on July
26, 2002, unless this Offer is extended by us, in which case such options will
be cancelled on the expiration of the Offer as extended. The shares of common
stock subject to those options will be returned to the pool of shares available
for the grant of new options and for issuance of shares upon the exercise of new
options under the Plans. (Section 6)

31. What happens to eligible options that I choose not to exchange or that you
do not accept for exchange?

Eligible options that you choose not to exchange or that we do not accept for
exchange remain outstanding and retain their current exercise price and current
vesting schedule. (Section 4)

32. What do I need to do to participate in this offer to exchange?

To participate, you must complete the election form, sign it, and ensure that
Julie Hata, Benefits Manager for CNET, receives it in the 235 Second Street, San
Francisco office no later than 9:00 p.m. Pacific Time on Friday, July 26, 2002,
unless the Offer is extended. You can return your election form to the 235
Second Street office by either interoffice mail, facsimile ((415) 972-6250) or
standard mail to the attention of Julie Hata, Human Resources Department, CNET
Networks, Inc., 235 Second Street, San Francisco, California 94105. Delivery by
e-mail will not be accepted. We are developing a secure online election system
that will allow you to make your elections electronically through the internet.
You will have the choice as to whether you wish to submit a paper election form,
or whether you wish to utilize the online system. We will provide you with more
information regarding the online system when it is available. Within 5 business
days after receiving your election form, we will send you an e-mail confirming
our receipt of your election form. This is a one time offer and we will strictly
enforce the tender offer period. If your options are properly tendered for
exchange and accepted by us for exchange, you will receive a rights letter
shortly following the expiration of this Offer. The rights letter will confirm
that your options have been accepted for exchange and cancelled and will
summarize your rights as a participant in the exchange program, including the
material terms of this Offer such as the number of shares of our common stock
your new options will entitle you to purchase, subject to adjustments for any
stock splits, stock dividends and similar events. (Section 4)

33. When does the Offer expire? Can the Offer be extended, and if so, how will I
be notified if it is extended?

The Offer to exchange expires at 9:00 p.m. Pacific Time on Friday, July 26, 2002
unless the Offer is extended by us. (Section 21)

This means that Julie Hata, the Benefits Manager in the 235 Second Street office
must have your election form in her hands or you must complete the online
election procedure before that time. Within 5 business days after receiving your
election form, we will send you an e-mail confirming our receipt of your
election form. Although we do not currently intend to do so, we may, in our
discretion, extend this Offer at any time. If this Offer is extended, we will
make a public announcement of the extension no later than 6:00 a.m. Pacific Time
on the next business day following the previously scheduled expiration of this
Offer. If this Offer is extended by us beyond that time, you must deliver your
election form before the extended expiration of this Offer. If the Offer is
extended, then the grant date of the new options may be extended if necessary to
avoid the possibility that we would have to recognize any charges in our
financial statements which would reduce our reported earnings. Under the
accounting rules applicable to us, the new options must be granted at least six
months and one day following the date that the current options are cancelled.

We reserve the right to reject any or all options tendered for exchange that we
determine are not in appropriate form or that we determine are unlawful to
accept. Otherwise, we will accept options properly and timely tendered for
exchange that are not validly withdrawn. Subject to our rights to extend,
terminate and amend this Offer, we currently expect that we will accept all
options properly tendered for exchange promptly after the expiration of this
Offer. (Section 4)

34. What will happen if I do not turn in my form by the deadline?

If you do not turn in your election form by the deadline, then you will not
participate in the option exchange, and all stock options currently held by you
will remain intact at their original price and original terms.
(Section 4)

35. During what period of time can I withdraw previously tendered options?

You can withdraw any options that you previously tendered for exchange at any
time before 9:00 p.m. Pacific Time on Friday, July 26, 2002. If this Offer is
extended by us beyond that time, you can withdraw your options elected for
exchange at any time until the extended expiration of this Offer. If we have not
cancelled your tendered options by August 16, 2002, you may withdraw your
tendered options at any time after that date. To withdraw options elected for
exchange, you must deliver to us via interoffice mail, facsimile (fax # (415)
972-6250) or by standard mail addressed to Julie Hata, Human Resources
Department, CNET Networks, Inc., 235 Second Street, San Francisco, California
94105, a written notice of withdrawal containing the required information and we
must receive the withdrawal notice before the election deadline. Providing us
with a properly completed and signed Notice of Election to Withdraw Options
form, which has been provided to you in connection with this Offer, will
constitute a proper written notice of withdrawal. We are developing a secure
online election system which will allow you to withdraw your election
electronically over the internet. You will have the choice as to whether you
want to submit a paper withdrawal notice or whether you want to utilize the
online system. We will let you know when the online system is available. It is
your responsibility to confirm that we have received your withdrawal notice
before the deadline. Once you have withdrawn options, you can re-elect to
exchange options only by again following the delivery procedures described
above. (Section 5)

36. Am I eligible to receive future grants if I participate in this exchange?

Because of the accounting limitations, participants in this program are
ineligible for any additional stock option grants until after the replacement
grant date. After the replacement grant date, participants in this program will
be eligible for future stock option grants. (Section 11)

37. Does CNET plan to make any company-wide option grants between the
cancellation date and the replacement grant date?

No. We do not anticipate making any company-wide option grants until after the
replacement grant date. (Section 11)

38. What do the officers and the members of our board of directors think of this
Offer?

Although our board of directors has approved this Offer, neither the officers
nor the members of our board of directors make any recommendation as to whether
you should elect to exchange or refrain from exchanging your options. You must
make your own decision whether to participate in the exchange. You should read
all the information provided to you in the Offer to Exchange Plan. (Sections 3
and 23)

39. What are the conditions to this Offer?

This Offer is not conditioned upon a minimum aggregate number of options being
tendered for exchange. This Offer is subject to a number of conditions,
including the conditions described in Schedule A. Once the Offer has expired and
the tendered options have been accepted and cancelled, the conditions will no
longer apply, even if the specified events occur during the period between the
expiration of the Offer period and the date of grant of the new options.
However, as described in Section 5, a change in your employment status during
that period could result in your not receiving a grant of new options. (Schedule
A)

40. What happens if CNET is subject to a change in control AFTER the new options
are granted?

None of the options being issued as replacement options will be subject to
accelerated vesting upon a change of control. Of the options currently
outstanding, only those options issued under the Ziff Davis Inc. 1998 Incentive
Compensation Plan on or prior to June 30, 2000 have accelerated vesting upon a
change of control. If you currently hold such options, and you tender them for
exchange, the replacement options will not include a provision for accelerated
vesting upon a change of control. To obtain detailed change of control
provisions governing your options, you can refer to the prospectus for the Plan
under which your current options were issued, available upon request by sending
an e-mail to Julie Hata at julie.hata@cnet.com or Linna Hon at
linna.hon@cnet.com. (Section 8)

41. What happens if CNET is subject to a change in control BEFORE the new
options are granted or before they are exercisable?

It is possible that, prior to the grant of new options or prior to the date that
is six months following the date the replacement options are granted (which is
the first date any portion of the replacement options will be vested and
exercisable), we might effect or enter into an agreement such as a merger or
other similar transaction. We are reserving the right, in the event of a merger
or similar transaction, to take any actions we deem necessary or appropriate to
complete a transaction that our board of directors believes is in the best
interest of our company and our stockholders. This could include terminating
your right to receive replacement options under this Offer if the merger occurs
prior to the grant of the replacement options. If we were to terminate your
right to receive replacement options under this Offer in connection with such a
transaction, eligible employees who have tendered options for cancellation
pursuant to this Offer would not receive options to purchase securities of the
acquiror or any other consideration for their tendered options. If a merger or
similar agreement is effective after the grant of the new options but prior to
the date on which they are exercisable, as none of the replacement options will
be subject to acceleration upon a change of control, you will not be able to
exercise any of the replacement options prior to the merger.

Additionally, a merger or a similar transaction could have substantial effects
on our stock price, including potentially substantial appreciation in the price
of our common stock. Depending on the structure of such a transaction, tendering
option holders might be deprived of any further price appreciation in the common
stock associated with the new options. For example, if our stock was acquired in
a cash merger, the fair market value of our stock, and hence the price at which
we grant the new options, would likely be a price at or near the cash price
being paid for the common stock in the transaction. As a result of such a
transaction, it is possible that the exercise price of the new options may be
more than you might otherwise anticipate. In addition, in the event of an
acquisition of our company for stock, tendering option holders might receive
options to purchase shares of a different issuer. (Section 3)

42. Are there other circumstances where I would not be granted new options?

Yes. Even if we accept your tendered options, we will not issue new options to
you if we are prohibited by applicable law or regulations from doing so. We will
use reasonable efforts to avoid such prohibition, but if these laws and
regulations are applicable on a specified date during the 30-day period
beginning on the first business day that is at least six months and one day
after we cancel the eligible options accepted for exchange, we may be unable to
grant the new options at that time. Absent a provision in the Offer that
terminates CNET's commitment to grant the new options after a defined period of
delay, CNET would be indefinitely required to continuously

monitor laws and regulations to determine whether it would be permitted to grant
the new options at some time in the future. We believe that it is necessary from
a business point of view to provide a cut-off date after which it will no longer
be obligated to issue the new options. This will remove the administrative
burden and uncertainty associated with monitoring changing laws or regulations
over an indefinite period of time and the undefined and ongoing contingent
liability of the company to issue the new options that would remain absent such
a cut-off. We believe that this concern is particularly acute given the number
of countries in which we will be issuing the new options. (Section 12)

43. After the replacement grant date, what happens if my options end up
underwater again?

We are conducting this Offer only at this time due to the unusual stock market
conditions that have affected many companies throughout the country. This Offer
is therefore considered a one-time offer and is not expected to be offered again
in the future. As your stock options are valid for ten years from the date of
initial grant (except for in the case of options granted to employees of CNET
Channel Services, S.A., a subsidiary of CNET, which options are exercisable for
a period of at least twelve (12) years but not more than fifteen (15) years from
the date of grant), subject to continued employment, the price of our common
stock may appreciate over the long term, even if your options are underwater for
some period of time after the replacement grant date. HOWEVER, WE CAN PROVIDE NO
ASSURANCE AS TO THE PRICE OF OUR COMMON STOCK AT ANY TIME IN THE FUTURE.
(Sections 3 and 23)

THIS OFFER

1. Eligible Employees

You are eligible to participate in the exchange program only if you:

o are an employee of CNET Networks, Inc. on June 26, 2002;

o are not a director of CNET Networks, Inc. or one of the executive officers
of CNET Networks, Inc. named in CNET's definitive proxy statement for our
2002 annual meeting of stockholders;

o remain an eligible employee through the expiration of this Offer; and

o hold at least one eligible option on July 26, 2002.

If you elect to exchange options you will not be eligible to receive new options
unless you continue to be employed by CNET Networks, Inc. and continue to reside
in Australia, France, Germany, Singapore, Switzerland, Taiwan, the United
Kingdom or the United States through the replacement grant date. If you are on
an authorized leave of absence during the election period (e.g., family leave,
jury duty), you are eligible to tender your eligible options for exchange during
the election period. CNET intends to grant the replacement options within 30
days following the

date that is six months and one day after the date that the Offer to exchange
expires. The expiration date of the Offer is July 26, 2002, unless CNET extends
the Offer period.

ACCORDINGLY, IF YOU ARE NOT AN ELIGIBLE EMPLOYEE OF CNET FROM THE DATE YOU ELECT
TO EXCHANGE OPTIONS THROUGH THE DATE WE GRANT THE NEW OPTIONS, YOU WILL NOT
RECEIVE ANY NEW OPTIONS IN EXCHANGE FOR YOUR TENDERED OPTIONS THAT HAVE BEEN
ACCEPTED FOR EXCHANGE AND YOU WILL NOT RECEIVE ANY OTHER CONSIDERATION FOR YOUR
TENDERED OPTIONS EVEN IF THE OPTIONS YOU ELECTED TO EXCHANGE WERE FULLY OR
PARTIALLY VESTED.

2. Number of Options; Expiration Time.

Employees of CNET currently hold options issued under the following plans (each,
a "Plan", collectively, the "Plans"):

o CNET Networks plans: Amended and Restated Stock Option Plan, Amended and
Restated 1997 Stock Option Plan, 2000 Stock Incentive Plan, 2001 Stock
Incentive Plan and

o Plans assumed in acquisitions: Ziff-Davis 1998 Incentive Compensation Plan,
mySimon 1998 Stock Option Plan, Apollo Solutions, Inc. 2000 Stock Option
Plan, 1999 Tech Republic Stock Option Plan.

Upon the terms and subject to the conditions of this Offer, we will exchange for
new options to purchase common stock under the Plans, certain outstanding
options held by eligible employees under such Plans that are properly tendered
for exchange and not validly withdrawn in accordance with Section 5 of this
Offer to Exchange before the "expiration time," as defined below.

If you are eligible and choose to participate, you may only elect to exchange
options (the terms "option" or "options" refer to an entire option grant)
subject to an eligible option agreement that have an exercise price of greater
than $12.00 per share. That is, you must exchange all or none of the options
granted to you on a single grant date at the same exercise price. If you
received multiple option grants on a single grant date at the same exercise
price (e.g., a grant of incentive stock options and a grant of non-qualified
stock options) you must exchange all or none of the options in those grants. If
you so elect to participate, you will automatically be deemed to have also
elected to tender for exchange all options granted to you during the six month
period ending on June 26, 2002, regardless of exercise price. Since there has
not been a grant of options to CNET employees in the past six months, other than
to new hires, and our common stock has traded below $12.00 per share throughout
that six month period, there are no employees who have options that are eligible
for exchange who also have been granted options in the past six months

The new options will be granted on a date that is at least six months and one
day after the cancellation date. Assuming we do not extend the expiration time,
we presently expect the grant date of the replacement options to be no earlier
than January 27, 2003.

Our Offer is subject to the terms and conditions described in this Offer to
Exchange. We will only accept tendered options that are properly exchanged and
not validly withdrawn in accordance with Section 5 of this Offer to Exchange
before the Offer expires at the expiration time.

Your participation in this Offer is voluntary. If you properly tender your
eligible options and such tendered options are accepted for exchange, the
tendered options will be cancelled and, subject to the terms of this Offer, you
will be entitled to receive that number of new options determined as follows,
subject to adjustments for any future stock splits, stock dividends and similar
events, in accordance with the terms of the applicable Plan:

The table below shows the number of shares of our common stock subject to the
current outstanding option that you must exchange for each share of common stock
subject to the new option, based on the grant price of the current outstanding
option:

<Table>
<Caption>
Exercise Price Options Exchange Ratio

$12.01 to $16.00 1.5 for 1
$16.01 to $20.00 2.0 for 1
$20.01 to $25.00 2.5 for 1
$25.01 to $30.00 3.0 for 1
Above $30.00 3.5 for 1
</Table>

The replacement options will be issued under the same Plan as the related
tendered options cancelled in the Offer; provided, however, that if necessary to
ensure that the options granted to employees in Australia, France and
Switzerland receive favorable tax treatment, all options granted in exchange for
options surrendered by employees residing in Australia, France and Switzerland
may be granted under a designated Plan (the 2000 Stock Incentive Plan for France
and Switzerland and the 2001 Stock Incentive Plan for Australia) regardless
under which Plan the cancelled options were granted. The terms and conditions of
a replacement option will be substantially identical to the tendered option it
replaces, except that the replacement option will have a new grant price and
grant date and in most cases will cover a fewer number of shares of our common
stock. Also, in certain countries other than the United States, the replacement
options may be subject to different terms and conditions than the tendered
options they replace.

Regardless of whether the options you exchange are incentive stock options or
non-qualified stock options, your new options will not be treated as incentive
stock options under U.S. federal tax laws.

The term "expiration time" means 9:00 p.m. Pacific Time on Friday, July 26,
2002, unless and until we, in our discretion, extend the period of time during
which this Offer will remain open, in which event the term "expiration time"
refers to the latest time and date at which this Offer, as so extended, expires.
See Section 21 of this Offer to Exchange for a description of our rights to
extend, delay, terminate and amend this Offer.

If we decide to take any of the following actions, we will publish notice or
otherwise notify you of such action in writing after the date of such notice:

(a) we increase or decrease the amount of consideration offered for the options;

(b) we decrease the number of options eligible to be tendered for exchange in
this Offer; or

(c) we increase the number of options eligible to be tendered for exchange in
this Offer by an amount that exceeds 2% of the shares of common stock issuable
upon exercise of the options that are subject to this Offer immediately prior to
the increase.

As of June 26, 2002, options to purchase an aggregate of 10,831,586 shares of
our common stock were eligible for exchange under this Offer.

If this Offer is scheduled to expire at any time earlier than the expiration of
a period ending on the tenth business day from, and including, the date that
notice of such increase or decrease is first published, sent or given in the
manner specified in Section 21 of this Offer to Exchange, we will extend the
Offer so that the Offer is open at least ten business days following the
publication, sending or giving of notice.

For purposes of this Offer, a "business day" means any day other than Saturday,
Sunday or a federal holiday and consists of the time period from 12:01 a.m.
through 12:00 midnight, Pacific Time.

3. Purpose of this Offer.

We issued the options outstanding under the Plans to motivate and reward our
employees for profitable growth and to encourage them to continue their
employment with us. As a result of the extreme volatility in our industry and a
steep decline in our stock price in 2000 and 2001, we have many stock options
outstanding with exercise prices significantly higher than the current stock
price. We believe these options are unlikely to be exercised in the foreseeable
future and therefore are no longer effectively providing the employee motivation
and retention that they were intended to provide. By making this offer to
exchange outstanding options for new options that (i) will have an exercise
price equal to the market value of our common stock on the replacement grant
date, and (ii) will vest in accordance with the vesting schedule applicable to
the related tendered options, we intend to provide our eligible employees with
the benefit of owning options that over time may have a greater potential to
increase in value. In addition, we hope to create better performance incentives
for our eligible employees and thereby maximize stockholder value. WE HOPE THAT
THIS PROGRAM WILL AMELIORATE THE CURRENT UNDERWATER OPTIONS ISSUE, BUT IT IS NOT
GUARANTEED CONSIDERING THE EVER-PRESENT RISKS ASSOCIATED WITH A VOLATILE AND
UNPREDICTABLE STOCK MARKET.

We are currently in the process of reorganizing CNET's international corporate
structure by eliminating certain holding company subsidiaries for the purpose of
simplifying our overseas corporate structure, and eliminating costs associated
with the maintenance of companies that provide no or marginal benefit to CNET.
We may engage in other transactions in the future that could significantly
change our structure, ownership, organization or management or the make-up of
our board of directors and that could significantly affect the price of our
stock. If we engage in such a transaction or transactions prior to the date we
grant the new options, our stock price could increase (or decrease) and the
exercise price of the new options could be higher (or lower) than the exercise
price of eligible options you elect to have cancelled as part of this offer. The
exercise price of any new options granted to you in return for options you elect
to exchange will be the fair market value of our common stock on the replacement
grant date. You will be at risk of any increase in our stock price during the
period prior to the replacement grant date for these and other reasons.

Although we are not currently contemplating a merger or similar transaction that
could result in a change in control of our company, we are reserving the right,
in the event of a merger or similar transaction, to take any actions we deem
necessary or appropriate to complete a transaction that our board of directors
believes is in the best interest of our company and our stockholders. This could
include terminating your right to receive replacement options under this Offer.
If we were to terminate your right to receive replacement options under this
Offer in connection with such a transaction, eligible employees who have
exchanged options for cancellation pursuant to this Offer would not receive
options to purchase securities of the acquiror or any other consideration for
their options elected for exchange.

Subject to the foregoing, and except as otherwise disclosed in this Offer to
Exchange or in our filings with the Securities and Exchange Commission (the
"SEC"), as of the date hereof, we have no plans, proposals or negotiations that
relate to or would result in:

(a) any extraordinary transaction, such as a merger, reorganization or
liquidation, involving us;

(b) any purchase, sale or transfer of a material amount of our assets;

(d) any change in our present board of directors or management, including, but
not limited to, any plans or proposals to change the number or the term of
directors or to fill any existing board vacancies or to change any material term
of the employment contract of any executive officer;

(e) any other material change in our corporate structure or business;

(f) our common stock being delisted from any national securities exchange or
ceasing to be authorized for quotation in an automated quotation system operated
by a national securities association;

(g) our common stock becoming eligible for termination of registration pursuant
to Section 12(g)(4) of the Securities Exchange Act;

(h) the suspension of our obligation to file reports pursuant to Section 15(d)
of the Securities Exchange Act;

(i) the acquisition by any person of any of our securities or the disposition of
any of our securities; or

(j) any change in our certificate of incorporation or bylaws, or any actions
which could impede the acquisition of control of us by any person.

NEITHER WE NOR OUR BOARD OF DIRECTORS MAKES ANY RECOMMENDATION AS TO WHETHER YOU
SHOULD ELECT TO EXCHANGE YOUR OPTIONS, NOR HAVE WE AUTHORIZED ANY PERSON TO MAKE
ANY SUCH RECOMMENDATION. YOU ARE URGED TO EVALUATE CAREFULLY ALL OF THE
INFORMATION IN THIS OFFER TO EXCHANGE AND TO CONSULT YOUR OWN INVESTMENT AND TAX
ADVISORS. YOU MUST MAKE YOUR OWN DECISION WHETHER TO ELECT TO EXCHANGE YOUR
OPTIONS.

4. Procedures for Electing to Tender Options.

Proper Tender of Options. To validly elect to tender your options for exchange
pursuant to this Offer, you must, in accordance with the terms of the election
form, properly complete, duly execute and deliver to us the election form such
that we receive the completed election form no later than 9:00 P.M. Pacific Time
(U.S.) on Friday, July 26, 2002. We will not accept any election forms prior to
Friday, July 12. We are developing a secure online election system which will
allow you to make your elections electronically over the internet. You will have
a choice as to whether you want to submit a paper election form or to utilize
the online system. We will provide you with more information regarding the
online election system when it is available. We must receive the election form
in our 235 Second Street, San Francisco office by either interoffice mail,
facsimile ((415) 972-6250) or post by the expiration time. To participate in the
exchange offer program you must deliver your completed election form to Julie
Hata, Human Resources Department, CNET Networks, Inc., 235 Second Street, San
Francisco, California 94105 or complete the electronic election procedure before
the expiration time. Within 5 business days after receiving your election form,
we will send you an e-mail confirming our receipt of your election form.

If you do not turn in your election form by the expiration time, then you will
not participate in the option exchange, and all stock options currently held by
you will remain intact at their original price and with their original terms.

THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING ELECTION CONCERNING EXCHANGE
OF STOCK OPTIONS FORMS AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE ELECTION AND
RISK OF THE ELECTING OPTION HOLDER. IF DELIVERY IS BY STANDARD MAIL, WE
RECOMMEND THAT YOU USE CERTIFIED MAIL WITH RETURN RECEIPT REQUESTED. IT IS YOUR
RESPONSIBILITY TO ALLOW SUFFICIENT TIME TO ENSURE TIMELY DELIVERY TO AND RECEIPT
BY US.

All employees can view their stock options at http://aststockplan.com, the
online tool that we use to afford employees an ability to view their stock
options online, 24 hours a day. To access your AST account, you will need your
social security number or your employee ID number (which can be found in Offline
in the employee database) and your password. If you cannot remember your
password, you will be able to request it be sent to you directly from the AST
website, www.aststockplan.com. If you've never logged into your AST account, you
will also need your PIN. This would have been sent you via email either when you
were hired at CNET, or at any time you received a stock option grant. If you do
not have this information, you will need to call AST Customer Service at
888-980-6456 and request for it to be resent. They will send it to your CNET
email address. Once you have logged-in, go to the link for "Option Status" for a
list of all your grants. You will need this information to complete the election
form. If you haven't signed your option agreement reflecting the grant you would
like to surrender, you will need to do that before you surrender the grant. This
would also be a good opportunity to sign the option agreements for grants that
you are not surrendering if you haven't already done so. No option grant can be
exercised until the related option agreement has been signed by you.

Determination of Validity; Rejection of Options; Waiver of Defects; No
Obligation to Give Notice of Defects. We will determine, in our discretion, all
questions as to the validity, form, eligibility, including time of receipt, and
acceptance of any documentation relating to the tender of options for exchange.
Our determination of these matters will be final and binding on all parties. We
reserve the right to reject any or all elections to exchange options that we
determine are not in appropriate form or that we determine are unlawful to
accept or not timely made. We also reserve the right to waive any of the
conditions of this Offer or any defect or irregularity in any election with
respect to any particular options or any particular option holder. No election
to exchange options will be deemed to have been properly made until all defects
or irregularities have been cured by the electing option holder or waived by us.
Neither we nor any other person is obligated

to give notice of any defects or irregularities in elections, nor will anyone
incur any liability for failure to give any such notice.

Our Acceptance Constitutes an Agreement. Your election to tender options for
exchange pursuant to the procedures described above constitutes your acceptance
of the terms and conditions of this Offer and will be controlling, absolute and
final, subject to your withdrawal rights under Section 5 below and our
acceptance of your tendered options in accordance with Section 6 below. OUR
ACCEPTANCE OF THE OPTIONS THAT YOU ELECT TO TENDER FOR EXCHANGE PURSUANT TO THIS
OFFER WILL CONSTITUTE A BINDING AGREEMENT BETWEEN US AND YOU UPON THE TERMS AND
SUBJECT TO THE CONDITIONS OF THIS OFFER.

Subject to our rights to extend, terminate and amend this Offer, we currently
expect that we will accept promptly after the expiration of this Offer all
properly elected options that have not been validly withdrawn.

5. Withdrawal Rights.

You can only withdraw your tendered options in accordance with the provisions of
this Section 5.

You can withdraw your tendered options at any time before 9:00 p.m. Pacific Time
on Friday, July 26, 2002 (the "expiration time"). If the expiration time is
extended by us beyond that time, you can withdraw your elected options at any
time until the extended expiration of this Offer.

You can also withdraw your options tendered for exchange after the expiration of
this Offer if we have not provided notice that we have cancelled options
tendered for exchange by 9:00 p.m. Pacific Time on August 16, 2002.

If your employment with us terminates prior to the expiration of the Offer, you
must withdraw your tendered options prior to the expiration time or your
tendered options will be cancelled and you will not be eligible to receive a
replacement grant. If you withdraw your tendered options prior to the expiration
time, the vested portion of any options that you had tendered for exchange (as
well as any other vested options you hold at the time your employment
terminates) will remain available to you under their original terms and will be
exercisable for 90-days following your last date of employment.

To validly withdraw elected options, you must deliver to us by interoffice mail
or standard mail at the address set forth in Section 4 above or by fax to the
fax number set forth in Section 4 above, a written notice of withdrawal with the
required information listed below and we must RECEIVE the notice of withdrawal
before the expiration time. Alternatively, you may withdraw your election
electronically through the secure online election system which should be
available by July 12, 2002. We will let you know when the system is available.

The notice of withdrawal must specify the name of the option holder who is
electing to withdraw the options, the grant date, exercise price, the number of
option shares subject to each option to be withdrawn and the total number of
option shares to be withdrawn. Except as described in the following sentence,
the notice of withdrawal must be executed by the option holder who elected to
tender the options sought to be withdrawn, exactly as such option holder's name
appears on the option agreement or agreements evidencing such options. If the
signature is by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or another person acting in a fiduciary or
representative capacity, the signor's full title and proper evidence of the
authority of such person to act in such capacity must be indicated on the notice
of withdrawal.

Providing us with a properly completed and signed Notice of Election to
Withdraw form, which has been provided to you in connection with this Offer, or
completion of the electronic withdrawal procedure when it is available will
constitute a proper notice of withdrawal. It is your responsibility to confirm
that we received your withdrawal notice before the expiration time. If you elect
to withdraw options, you must withdraw all or none of the options granted to you
on the same grant date and at the same exercise price, including options granted
to you in multiple grants on the same date and at the same exercise price (e.g.,
a grant of incentive stock options and a grant of non-qualified stock options).

You cannot rescind any withdrawal, and any options you withdraw will thereafter
be deemed not properly tendered for exchange for purposes of this Offer unless
you properly re-elect to exchange those options before the expiration time by
following the procedures described in Section 4.

Neither CNET nor any other person is obligated to give notice of any defects or
irregularities in any notice of withdrawal, nor will anyone incur any liability
for failure to give any such notice. We will determine, in our discretion, all
questions as to the form and validity, including time of receipt, of notices of
withdrawal. Our determination of these matters will be final and binding.

THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING YOUR NOTICE OF ELECTION TO
WITHDRAW AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE ELECTION AND RISK OF THE
ELECTING OPTION HOLDER. IF DELIVERY IS BY STANDARD MAIL, WE RECOMMEND THAT YOU
USE CERTIFIED MAIL WITH RETURN RECEIPT REQUESTED. IT IS YOUR RESPONSIBILITY TO
ALLOW SUFFICIENT TIME TO ENSURE TIMELY DELIVERY TO AND RECEIPT BY US.

6. Acceptance of Options for Exchange and Issuance of New Options.

Upon the terms and subject to the conditions of this Offer, including those
conditions listed on Schedule A, and as promptly as practicable following the
expiration of this Offer, we will accept for exchange and cancel options
properly tendered for exchange and not validly withdrawn before the expiration
time. Once your options have been accepted for exchange, you will receive a
rights letter shortly following the expiration of this Offer confirming that
your options have been accepted for exchange and cancelled and summarizing your
rights as a participant in the exchange program, including the number of shares
of our common stock your new options will entitle you to purchase.

If your options are properly tendered for exchange and accepted by us, we will
cancel your options shortly following the expiration of this Offer, and you will
be granted new options on the replacement grant date. The replacement grant date
will be on a specified date during the 30-day period beginning on the first
business day that is at least six months and one day from the date we cancel the
options accepted for exchange. If you are on an authorized leave of absence on
the grant date of the replacement options, you will be entitled to a grant of
replacement options only if you return to active employment with CNET or one of
its participating subsidiaries prior to the first anniversary of the grant date.
In that event, you will receive a grant of new options on the day you return to
active employment. An authorized leave of absence is a leave of absence that has
been approved in accordance with policy or practice by CNET or the participating
subsidiary that employs you, at the end of which it is expected that you will
return to active employment with CNET or one of its participating subsidiaries.
By way of example, authorized leaves include approved family leave, jury duty
leave, and military leave.

If we accept options you tender for exchange in this Offer, you will be
ineligible until after the replacement grant date to receive any additional
stock option grants for which you may have otherwise been eligible. We believe
that this restriction will allow us to avoid incurring a compensation expense
against our earnings because of accounting rules that could apply, as a result
of this Offer, to these interim option grants. We do not anticipate making any
company-wide option grants until after the replacement grant date.

ACCORDINGLY, IF YOU ARE NOT AN ELIGIBLE EMPLOYEE OF CNET NETWORKS, INC. FROM THE
DATE YOU ELECT TO EXCHANGE OPTIONS THROUGH THE DATE WE GRANT THE NEW OPTIONS,
YOU WILL NOT RECEIVE ANY NEW OPTIONS IN EXCHANGE FOR YOUR OPTIONS THAT HAVE BEEN
ACCEPTED FOR EXCHANGE AND YOU WILL NOT RECEIVE ANY OTHER CONSIDERATION FOR YOUR
ELECTED OPTIONS, EVEN IF THE OPTIONS THAT YOU ELECTED TO EXCHANGE WERE FULLY OR
PARTIALLY VESTED.

Therefore, if you leave CNET voluntarily, involuntarily or for any other reason
after the cancellation of the options you tendered for exchange and before your
new option is granted, you will not have a right to any stock options that were
previously cancelled and you will not have a right to the options that would
have been granted on the replacement grant date. Also, if you change your place
of residence to a country other than Australia, France, Germany, Singapore,
Switzerland, Taiwan, the United Kingdom or the United States, you will not have
a right to any stock options that were previously cancelled and you will not
have a right to any stock options that would have been granted on the
replacement grant date.

For purposes of this Offer, we will be deemed to have accepted for exchange
options that are validly tendered for exchange and not properly withdrawn, when
we give written notice to the option holders of our acceptance for exchange of
such options, such notice may be given by press release, letter or delivered via
e-mail. Subject to our rights to extend, terminate and amend this offer, we
currently expect that you will see your new option as well as the new option
agreement at http://aststockplan.com within three weeks of the replacement grant
date.

7. Price Range of Common Stock Underlying the Options.

Our common stock is quoted on the Nasdaq Stock Market's National Market under
the symbol "CNET". The following table sets forth, for the periods indicated,
the high and low sales prices for CNET's common stock as reported by the Nasdaq
Stock Market's National Market:

<Table>
<Caption>
2002 Fiscal Year High Low

Quarter Ended March 31, 2002 $ 9.63 $ 4.25

2001 Fiscal Year
Quarter Ended December 31, 2001 $10.00 $ 2.94
Quarter Ended September 30, 2001 $13.08 $ 3.71
Quarter Ended June 30, 2001 $14.40 $ 8.81
Quarter Ended March 31, 2001 $19.44 $ 7.78

2000 Fiscal Year
Quarter Ended December 31, 2000 $34.00 $12.75
Quarter Ended September 30, 2000 $34.88 $21.25
Quarter Ended June 30, 2000 $51.56 $22.50
Quarter Ended March 31, 2000 $75.00 $45.25
</Table>

As of June 25, 2002, the last reported sale price of our common stock, as
reported by the Nasdaq Stock Market's National Market, was $2.10 per share.

WE RECOMMEND THAT YOU OBTAIN CURRENT MARKET QUOTATIONS FOR OUR COMMON STOCK
BEFORE DECIDING WHETHER TO ELECT TO TENDER YOUR OPTIONS FOR EXCHANGE.

8. Source and Amount of Consideration; Terms of New Options.

Consideration. We will issue new options, subject to applicable laws and
regulations, to purchase common stock under the applicable Plan (the same Plan
under which the related tendered options were originally granted; provided,
however, that if necessary to ensure that the options granted to employees in
Australia, France and Switzerland receive favorable tax treatment, all options
granted in exchange for options surrendered by employees residing in Australia,
France and Switzerland may be granted under a designated Plan (the 2000 Stock
Incentive Plan for France and Switzerland and the 2001 Stock Incentive Plan for
Australia) regardless under which Plan the cancelled options were granted) in
exchange for the eligible options properly tendered and cancelled in the Offer
by us, subject to the terms set forth in the Offer.

The number of replacement options to be granted in exchange for tendered options
that are accepted for exchange and cancelled will be determined as follows,
subject to adjustments for any future stock splits, stock dividends and similar
events, in accordance with the terms of the applicable Plan:

The table below shows the number of shares of our common stock subject to the
replacement option that you will receive in exchange for the shares of our
common stock subject to your tendered option based on the grant price of your
tendered option:

<Table>
<Caption>
Exercise Price Options Exchange Ration

$12.01 to $16.00 1.5 for 1
$16.01 to $20.00 2.0 for 1
$20.01 to $25.00 2.5 for 1
$25.01 to $30.00 3.0 for 1
Above $30.00 3.5 for 1
</Table>

We will not issue any replacement option exercisable for fractional shares.
Instead, if the exchange conversion yields a fractional amount of shares, we
will round up (.50 or over) or down (.49 or under) to the nearest whole number
of shares with respect to each replacement option.

The issuance of replacement options under this Offer will not create any
contractual or other right of the recipients to receive any future grants of
stock options or benefits instead of stock options or any right of continued
employment.

Terms of New Options. As a condition to the issuance of the new option we will
enter into a new option agreement with each option holder who has elected to
exchange options in this Offer. The terms of the new options are expected to be
the same as the related tendered options cancelled in the exchange, except that
(i) the new options will be granted on a date that is at least six months and
one day after the date the tendered options are cancelled; (ii) the new options
shall not be exercisable until the date that is six (6) months after the
replacement grant date, at which point

they will immediately vest to the same extent that the options they replace
would have been vested on that date had they not been surrendered (thereafter
the remaining options will vest at a rate of 1/48 of the total replacement grant
per month); (iii) the exercise price of the new option will be the closing price
of our common stock on the date of the new grant (or as modified to comply with
local tax laws for new options granted in certain countries outside the United
States); (iv) the new options will all be classified as non-qualified stock
options for purposes of the United States federal tax law; and (v) the number of
shares underlying the new options will be determined as described above. Also,
in certain countries other than the United States, the new options may be
subject to different terms and conditions than the tendered options they
replace. The new option will have a term equal to the remaining term of the
tendered option that it replaces.

The terms and conditions of your current options are set forth in the applicable
Plan under which they were issued, and the stock option agreement you entered
into in connection with each grant. The description of the new options set forth
herein is only a summary of some of the material provisions of the Plans under
which they will be issued, but is not complete. These descriptions are subject
to, and qualified in their entirety by reference to, the actual provisions of
the Plans. Information regarding the Plans may be found in the S-8 Registration
Statements and related prospectuses prepared by us in connection with each of
the Plans. Please contact Julie Hata in Human Resources to request copies of the
Plans and related Prospectuses. Copies will be provided promptly at our expense.

Exercise. Generally, you may exercise the vested portion of your new option at
any time after the date that is six months after the grant date but prior to the
date the new option expires. If, however, your employment with CNET or its
subsidiaries terminates for any reason prior to the six month anniversary of the
grant date, you will not be able to exercise any portion of your new option. If
your employment with CNET or its subsidiaries terminates after the six month
anniversary of the grant date for any reason other than death, disability,
retirement or an approved reason, you will immediately forfeit that portion of
your new option which is not vested and have only ninety (90) days in which to
exercise the vested portion of your new option.

Tax Consequences of Options. You should refer to Section 13 for a discussion on
U.S. federal tax consequences of accepting or rejecting this Offer to tender
certain options in exchange for the new options, as well as the consequences of
accepting or rejecting the new non-qualified options under this Offer to
Exchange. You should refer to the relevant tax disclosure discussion under
Sections 14-19 for a discussion of the tax consequences of participating in this
Offer in your country of residence if your country of residence is not the
United States.

WE RECOMMEND THAT YOU CONSULT YOUR OWN TAX ADVISOR WITH RESPECT TO THE TAX
CONSEQUENCES OF PARTICIPATING IN THIS OFFER UNDER THE LAWS OF THE COUNTRY OR
COUNTRIES IN WHICH YOU ARE A TAXPAYER.

Registration of Option Shares. All shares of common stock issuable upon exercise
of options under the Plans, including the shares that will be issuable upon
exercise of all new options, have been registered under the Securities Act of
1933 on one or more registration statements on Form S-8 filed with the
Securities and Exchange Commission. Unless you are considered an "affiliate" of
CNET Networks, Inc., you will be able to sell your option shares free of any
transfer restrictions under applicable securities laws.

IMPORTANT NOTE. THE STATEMENTS IN THIS OFFER CONCERNING THE PLANS AND THE NEW
OPTIONS ARE MERELY SUMMARIES AND DO NOT PURPORT TO BE

COMPLETE. THE STATEMENTS ARE SUBJECT TO, AND ARE QUALIFIED IN THEIR ENTIRETY BY
REFERENCE TO, ALL PROVISIONS OF THE PLANS AND THE FORM OF STOCK OPTION AGREEMENT
UNDER THE PLANS. PLEASE CONTACT JULIE HATA IN OUR HUMAN RESOURCES DEPARTMENT IN
OUR SAN FRANCISCO OFFICE, TO RECEIVE A COPY OF ANY PLAN, PROSPECTUS OR FORM OF
STOCK OPTION AGREEMENT.

9. Information about CNET Networks, Inc.

CNET Networks, Inc. (CNET), the global source of technology and commerce-
related services, primarily for the technology industry, produces a branded,
global Internet network, print publications, a technology product database and
radio programming for both businesses and individuals. Using unbiased content as
our platform, we have built marketplaces for technology and consumer products,
and, through our CNET Channel division, we are the primary provider of
information powering the computer and electronics sales and distribution
channels.

We seek to use our editorial, technical, and programming expertise and our
product databases to provide news, product information, product reviews, prices
and availability to help businesses and individuals make informed technology and
non-technology buying decisions.

Our global Internet media operations serve millions of users each day and are
comprised of several core brands, which include CNET.com, ZDNet.com,
TechRepublic.com, mySimon.com, News.com, Download.com, Gamespot.com and
Shopper.com, and has a presence in 20 countries. Based on the volume of traffic
over our branded Internet network, we have established a leadership position in
our market. In 2001, our millions of online users viewed more than 13.9 billion
pages, making our Internet sites the most used source for computer and
technology information.

We also offer services and product capabilities to enable and enhance online
retailing of computer and technology products. Our products and services are
designed to create a dynamic, efficient marketplace by informing buyers and
linking them with sellers of products and services, thereby delivering sales
leads to our merchant partners.

In addition to our Internet operations, we also have broadcast and publishing
operations that consist of radio and print businesses. CNET Radio airs in the
San Francisco Bay Area on 910 AM, and nationwide on XM Satellite Radio. Our
Computer Shopper magazine boasts a circulation of more than 500,000 and
continues as the largest selling computer publication on newsstands. We also
publish technology-oriented print publications in Australia and China.

Our CNET Channel division licenses access to its multi-lingual product database
to U.S. and European online computer retailers, resellers, wholesale
distributors and e-commerce companies, and ended the year with approximately 170
licensing agreements. CNET Channel also operates the ChannelOnline business.
ChannelOnline is a Web browser-based application provided to Value Added
Resellers (VARs), and together with our standardized product data, streamlines
transactions through a centralized product procurement marketplace. At December
31, 2001, CNET ChannelOnline's VARs customer base included approximately 2,700
unique users enabling commerce transactions through the subscription service.

Our products and services provide a platform for advertisers to create brand
awareness and sell products to our large, tech-savvy audience. At the end of
2001, we had relationships with approximately 1,500 advertisers and marketing
partners.

We earn revenues from:

o sales of interactive messaging and banner advertisements on our online
network

o fees based on the number of our Internet network users who click on an
advertisement or text link to visit the websites of our merchant
partners, which we refer to as "leads"

o advertising sales from our print publications and radio programming

o revenues from licensing our CNET Channel product database

o subscriptions to our ChannelOnline product procurement service

CNET Networks, Inc. was incorporated in the state of Delaware in December 1992.
Our principal executive offices are located at 235 Second Street, San Francisco,
California 94105. Our phone number is (415) 344-2000

See "Additional Information" under Section 22 for instructions on how you can
obtain copies of our SEC reports that contain our audited financial statements
and unaudited financial data.

10. Interests of Directors and Executive Officers: Transactions and Arrangements
Concerning the Current Options and Our Common Stock

A list of our directors and executive officers is attached to this offer to
exchange as Schedule B.

As of June 26, 2002, our executive officers and directors as a group (nine (9)
persons) beneficially owned options outstanding under all of our Plans to
purchase a total of 3,321,426 shares of our common stock, which represented
approximately 11% of the shares subject to all options outstanding as of that
date. The options held by our non-employee directors and our the senior
executive officers named in our definitive proxy statement for our 2002 annual
meeting of stockholders are not eligible to be tendered in the Offer. Our
remaining officers are eligible to participate in the Offer.

The following table sets forth the beneficial ownership of the senior executive
officers named in our definitive proxy statement for our 2002 annual meeting of
stockholders and directors of options outstanding as of June 26, 2002.

<Table>
<Caption>
NUMBER OF OPTIONS TO PURCHASE COMMON
NAME OF BENEFICIAL OWNER STOCK ON JUNE 26, 2002

Shelby Bonnie 700,000
Barry Briggs 734,296
John (Bud) Colligan 180,000
Arthur Fatum 363,639
Eric Hippeau 100,000
Mitchell Kertzman 108,800
Randall Mays 100,000
Eric Robison 71,251
Doug Woodrum 1,038,440
</Table>

The following is a list of the stock and stock option transactions involving our
executive officers and directors during the sixty (60) days prior to and
including June 26, 2002.

o On May 3, 2002, Art Fatum, an executive officer, acquired (i) 6,900
shares of CNET's common stock in the open market at a price per share
of $3.5744 and (ii) 3,100 shares of CNET's common stock at a price per
share of $3.6144.

o On May 7, 2002, Douglas Woodrum, an executive officer, acquired 30,000
shares of CNET's common stock in the open market at a price per share
of $2.9415.

o On June 11, CNET granted Art Fatum, an executive officer, options to
purchase 75,000 shares of common stock at $2.73 per share.

In addition to the above transactions, on May 30, 2002, Softbank America, owner
of 10.66% of the outstanding shares of common stock of CNET, sold 7,000,000
shares of Common Stock of the Company at $3.10 per share in a block trade to
Goldman, Sachs & Co. reducing its percentage ownership to 5.5%. Except as
otherwise described above, there have been no transactions in options to
purchase our common stock or in our common stock which were effected during the
past 60 days by CNET Networks, Inc., or to our knowledge, by any executive
officer, director or affiliate of CNET Networks, Inc. For more detailed
information on the beneficial ownership of our common stock, you can consult the
beneficial ownership table on page 11 of our definitive proxy statement for our
2002 annual meeting of stockholders.

11. Status of Options Acquired by Us in this Offer; Accounting Consequences of
this Offer.

Options we acquire pursuant to this Offer will be cancelled shortly following
the expiration of this Offer, and the shares of common stock subject to those
options will be returned to the pool of shares available for the grant of new
options and for issuance of shares upon the exercise of new options under the
Plans, depending on the Plan under which the options subject to an election for
exchange were granted (provided, that if necessary to ensure that the options
issued to employees in France are issued under a qualified plan, all options
issued to employees of CNET or its subsidiaries residing in France may be issued
under the terms of the 2000 Stock Incentive Plan, regardless of the Plan under
which the options tendered for exchange were originally issued). To the extent
such shares are not fully reserved for issuance upon exercise of the new options
to be granted in connection with this Offer, the shares will be available for
future awards to directors, employees and other eligible plan participants
without further stockholder action, except as required by applicable law or the
rules of the Nasdaq Stock Market or any other securities quotation system or
stock exchange on which our common stock is then quoted or listed.

We believe that CNET will not incur any compensation expense solely as a result
of the transactions contemplated by this Offer because:

o we will not grant any new options for at least six months and one day after
the date that we accept and cancel options elected for exchange; and

o the exercise price of all new options will equal the market value of the
common stock on the date we grant the new options (or as modified to comply
with local tax laws for options granted in certain countries other than the
United States).

If we were to grant any options to any option holder before the scheduled
replacement grant date, our grant of those options to the electing option holder
would be treated for financial reporting purposes as a variable award to the
extent that the number of shares subject to the new options is equal to or less
than the number of the option holder's option shares elected for exchange and to

the extent the per share exercise price of such options is less than the per
share exercise price of the options elected for exchange by such holder. In this
event, we would be required to record as compensation expense the amount by
which the market value of the shares subject to the new options exceeds the
exercise price of those shares. This compensation expense would accrue as a
variable accounting charge to our earnings over the period when the new options
are outstanding. Accordingly, we would have to adjust this compensation expense
periodically during the option term based on increases or decreases in the
market value of the shares subject to the new options.

12. Legal Matters; Regulatory Approvals.

In August 1999, Simon Property Group ("SPG") filed a trademark infringement suit
against mySimon, Inc. ("mySimon"), a subsidiary of CNET acquired on February 28,
2000, in federal district court in Indianapolis. SPG alleged that the mySimon
trademark infringed SPG's "Simon" trademark. On August 31, 2000, following a
trial on the subject, the jury found in favor of SPG and awarded damages against
mySimon in the amount of $11.5 million in compensatory damages, $5.3 million for
corrective advertising, and $10.0 million in punitive damages. On September 25,
2000, the court entered an order establishing an escrow for royalties pending
final resolution of the litigation where mySimon pays into escrow 2% of its
gross cash receipts each month.

On January 24, 2001, the judge eliminated the $11.5 million compensatory damages
award, reduced the $10.0 million punitive damages award to the statutory minimum
of $50,000, and offered SPG the opportunity to accept ten dollars (a remittitur)
for damages attributable to corrective advertising in exchange for immediate
entry of judgment for the entire case in lieu of a re-trial on the subject of
corrective advertising. On February 14, 2001, SPG filed its election to seek a
re-trial on the issue of corrective advertising in lieu of the ten-dollar
remittitur. The re-trial originally scheduled to begin on October 29, 2001 and
rescheduled to January 9, 2002, has now been taken off calendar pending a ruling
from the court on whether the re-trial should be dismissed. Under Indiana law,
the amount of punitive damages is capped at the greater of three times
compensatory damages or $50,000. Accordingly, it is not possible to determine
the amount of punitive damages, if any, that may be payable until the issue of
damages for corrective advertising has been resolved. It is not possible to
predict the amount of damages attributable to corrective advertising that could
be awarded in a re-trial, however such amounts, if settled adversely to us,
could be material to our results of operations and financial condition.
Accordingly, no provision for ultimate settlement of these issues has been
included in the accompanying condensed consolidated financial statements.

The judge's January 24, 2001 order also provided that if the jury's verdict of
trademark infringement is upheld on appeal, mySimon will be required to change
its name and domain name. The judge's January 24, 2001 order states that when
final judgment is entered he will stay the name change pending the completion of
the appeal process. If the jury's verdict of infringement is upheld on appeal,
mySimon will have 60 days to change its name after the appellate court rules and
will be entitled to redirect traffic from www.mysimon.com to its new website for
one year following the name change. mySimon plans to appeal the finding of
trademark infringement once judgment is entered in the lower court. In 2001, SPG
appealed the judge's order to the 7th Circuit, requesting that mySimon change
its name and domain name immediately, and that mySimon be limited to thirty days
to redirect users to a new website. The 7th Circuit dismissed SPG's appeal on
March 13, 2002.

On December 7, 2001, mySimon filed a motion for a new trial based on newly
discovered evidence it believes SPG should have produced prior to the August
2000 trial. Discovery surrounding the new evidence is ongoing.

On October 17, 2000, we acquired Ziff-Davis, Inc. ("Ziff-Davis"), which was a
defendant in the following cases:

Following a decline in the price per share of Ziff-Davis common stock leading up
to October 1998, eight securities class action suits were filed against
Ziff-Davis and certain of its directors and officers in the United States
District Court for the Southern District of New York. The complaints alleged
that the registration statement relating to the Ziff Davis common stock IPO on
April 28, 1998 contained false and misleading statements and failed to disclose
facts that could have indicated an impending decline in Ziff-Davis' revenue. The
complaints sought on behalf of a class of purchasers of Ziff-Davis common stock
from the date of the IPO through October 8, 1998, unspecified damages, interest,
fees and costs, rescission and injunctive relief such as the imposition of a
constructive trust upon the proceeds of the IPO. The parties have agreed to
settle the case, and the court entered a preliminary settlement order on
December 4, 2001. A hearing to consider final approval of the settlement was
held on March 13, 2002. We estimate at this time that we will incur no liability
due to our insurance coverage. Accordingly, no provision for such matters has
been included in the consolidated financial statements.

Two shareholder class action lawsuits were filed in the United States District
Court for the Southern District of New York on August 16, 2001 and September 26,
2001, against Ziff-Davis, Eric Hippeau and Timothy O'Brien, and investment banks
that were the underwriters of the public offering of ZDNet series of Ziff-Davis
stock (the "ZDNet Offering"). One of the complaints also names CNET as a
defendant, as successor in liability to Ziff-Davis. The complaints are similar
and allege violations of the Securities Act of 1933, and one of the complaints
also alleges violations of the Securities Exchange Act of 1934. The complaints
allege the receipt of excessive and undisclosed commissions by the underwriters
in connection with the allocation of shares of common stock to certain investors
in the ZDNet Offering and agreements by those investors to make additional
purchases of stock in the aftermarket at pre-determined prices. Plaintiffs
allege that the Prospectus for the ZDNet Offering was false and misleading in
violation of the securities laws because it did not disclose the arrangements.
The action seeks damages in an unspecified amount. The action is being
coordinated with over 300 nearly identical actions filed against other
companies. No date has been set for any responses to the complaints. We believe
we are entitled to indemnification from the underwriters, however we have not
received confirmation of coverage to date.

We have been advised that we need to submit a supplementary disclosure document
to the Australian Securities and Investments Commission ("ASIC") before this
Offer may be extended to our employees residing in Australia. Therefore, we will
not make this Offer to Exchange nor the other materials relevant to the Offer
available to our Australian employees until such disclosure document is
submitted to the ASIC. We expect that such submission will be completed by July
2, 2002, at which time this Offer to Exchange and all of the other documents and
materials provided to our other eligible employees will be provided to our
employees in Australia. We are not aware of any license or regulatory permit
that appears to be material to our business that might be adversely affected by
our exchange of options and issuance of new options as contemplated by this
Offer, or of any approval or other action by any government or governmental,
administrative or regulatory authority or agency, domestic or foreign, that
would be required for the acquisition or ownership of our options as
contemplated herein. Should any such approval or other action be required, we
presently contemplate that we will undertake

commercially reasonable steps to seek such approval or take such other action.
We are unable to predict whether we may in the future determine that we are
required to delay the acceptance of options for exchange pending the outcome of
any such matter. We cannot assure you that any such approval or other action, if
needed, would be obtained or would be obtained without substantial conditions or
that the failure to obtain any such approval or other action might not result in
adverse consequences to our business. Our obligation under this Offer to accept
options tendered for exchange and to issue new options for options tendered for
exchange is subject to conditions, including the conditions described in
Schedule A.

If we are prohibited by applicable laws or regulations from granting new options
on a specified date during the 30-day period beginning on the first business day
that is at least six months and one day from the date that we cancel the
eligible options accepted for exchange, in which period we currently expect to
grant the new options, we will not grant any new options. We are unaware of any
such prohibition at this time, and we will use reasonable efforts to effect the
grant, but if the grant is prohibited throughout the period we will not grant
any new options and you will not receive any other consideration for the options
you tendered for exchange.

13. Material U.S. Federal Income Tax Consequences.

The following is a general summary of the material U.S. federal income tax
consequences of the exchange of options under the Offer. This discussion is
based on the Internal Revenue Code, its legislative history, Treasury
Regulations and administrative and judicial interpretations as of the date of
this Offer to Exchange, all of which may change, possibly on a retroactive
basis. This summary does not discuss all of the tax consequences that may be
relevant to you in light of your particular circumstances, nor is it intended to
apply in all respects to all categories of option holders.

If you exchange outstanding incentive or non-qualified stock options for new
options, you will not be required to recognize income for federal income tax
purposes at the time of the exchange. We believe that the exchange will be
treated as a non-taxable exchange.

At the date of grant of the new options, you will not be required to recognize
additional income for federal income tax purposes. The grant of options is not
recognized as taxable income. The new options will not be treated as incentive
stock options. Instead, new options issued in the exchange program will be
non-qualified stock options. The following discussion will allow you to compare
the material features of incentive stock options with those of non-qualified
stock options.

WE RECOMMEND THAT YOU CONSULT YOUR OWN TAX ADVISOR WITH RESPECT TO THE FEDERAL,
STATE AND LOCAL TAX CONSEQUENCES OF PARTICIPATING IN THIS OFFER.

IF YOU RESIDE OUTSIDE THE UNITED STATES THE INFORMATION CONTAINED IN THE SUMMARY
MAY NOT BE APPLICABLE TO YOU. YOU ARE ADVISED TO REVIEW THE COUNTRY SPECIFIC
DISCLOSURES BELOW AND TO CONSULT WITH AN APPROPRIATE PROFESSIONAL ADVISOR AS TO
HOW THE TAX OR OTHER LAWS OF YOUR COUNTRY OF RESIDENCE APPLY TO YOUR SPECIFIC
SITUATION.

Federal Income Tax Consequences for Outstanding Incentive Stock Options. You
will not be subject to any current U.S. federal income tax if you elect to
tender your incentive stock options in exchange for new non-qualified options.

We do not believe that our Offer to you will change any of the terms of your
eligible incentive stock options if you do not accept the Offer. If you choose
not to accept this Offer, it is possible that the IRS would decide that your
right to exchange your incentive stock options under this Offer is a
"modification" of your incentive stock options, even if you do not exchange the
options. A successful assertion by the IRS that the options are modified could
extend the options' holding period to qualify for favorable tax treatment and
cause a portion of your incentive stock options to be treated as non-qualified
stock options.

Under current law you should not have realized taxable income when the incentive
stock options were granted to you under the option plans. In addition, you
generally will not realize taxable income when you exercise an incentive stock
option. However, your alternative minimum taxable income will be increased by
the amount that the aggregate fair market value of the shares you may purchase
under the option, which is generally determined as of the date you exercise the
option, exceeds the aggregate exercise price of the option.

If you sell common stock that you acquired by exercising an incentive stock
option, the tax consequences of the sale depend on whether the disposition is
"qualifying" or "disqualifying." The disposition of the common stock is
qualifying if it is made after the later of: (a) two years from the date the
incentive stock option was granted or (b) at least one year after the date the
incentive stock option was exercised.

If the disposition of the common stock you received when you exercised incentive
stock options is qualifying, any excess of the sale price over the exercise
price of the option will be treated as long-term capital gain taxable to you at
the time of the sale. If the disposition is not qualifying, which we refer to as
a "disqualifying disposition," the excess of the fair market value of the common
stock on the date the option was exercised over the exercise price will be
taxable income to you at the time of the sale. Of that income, the amount up to
the excess of the fair market value of the common stock at the time the option
was exercised over the exercise price will be ordinary income for income tax
purposes and the balance, if any, will be long or short-term capital gain,
depending on whether or not the common stock was sold more than one year after
the option was exercised.

If you pay the exercise price of an incentive stock option by returning shares
of common stock with a fair market value equal to part or all of the exercise
price, the exchange of shares will be treated as a nontaxable exchange, unless
you acquired the shares being returned when you exercised an incentive stock
option and had not satisfied the special holding period requirements summarized
above. The tax basis of the common stock returned to pay the exercise price will
be treated as the substituted tax basis for an equivalent number of shares of
common stock received, and the new shares will be treated as having been held
for the same amount of time as you had held the returned shares. The difference
between the aggregate exercise price and the aggregate fair market value of the
common stock you receive when you exercised the option will be treated for tax
purposes as if you had paid the exercise price for the incentive stock option in
cash.

If you sell common stock you received when you exercised an incentive stock
option in a qualifying disposition, we will not be entitled to a deduction equal
to the gain you realize when you completed that sale. However, if you sell, in a
disqualifying disposition, common stock you received when you exercised an
incentive stock option, we will be entitled to a deduction equal to the amount
of compensation income taxable to you.

Federal Income Tax Consequences of Non-qualified Stock Options. Under current
law, you will not realize taxable income upon the grant of a non-incentive or
non-qualified stock option. However, when you exercise the option, the
difference between the exercise price of the option and the fair market value of
the shares subject to the option on the date of exercise will be treated as
taxable compensation income to you, and you will be subject to withholding of
income and employment taxes at that time. We will be entitled to a deduction
equal to the amount of compensation income taxable to you if we comply with
applicable withholding requirements.

If you exchange shares in payment of part or all of the exercise price of a
non-qualified stock option, no gain or loss will be recognized with respect to
the shares exchanged, regardless of whether the shares were acquired pursuant to
the exercise of an incentive stock option, and you will be treated as receiving
an equivalent number of shares pursuant to the exercise of the option in a
nontaxable exchange. The tax basis of the shares exchanged will be treated as
the substituted tax basis for an equivalent number of shares received, and the
new shares will be treated as having been held for the same holding period as
the holding period that expired with respect to the transferred shares. The
difference between the aggregate exercise price and the aggregate fair market
value of the shares received pursuant to the exercise of the option will be
taxed as ordinary income, just as if you had paid the exercise price in cash.

The subsequent sale of the shares acquired pursuant to the exercise of a
non-qualified stock option generally will give rise to capital gain or loss
equal to the difference between the sale price and the sum of the exercise price
paid for the shares plus the ordinary income recognized with respect to the
shares, and these capital gains or losses will be treated as long term capital
gains or losses if you held the shares for more than one year following exercise
of the option.

14. Material Tax Consequences for Employees Who Are Tax Residents in Australia

The following is a general summary of the tax consequences of the cancellation
of tendered options and grant of new options for eligible employees subject to
tax in Australia. This summary is general in nature and does not discuss all of
the tax consequences that may be relevant to you in light of your particular
circumstances, nor is it intended to be applicable in all respects to all
eligible employees. Please note that tax laws change frequently and occasionally
on a retroactive basis. We advise all eligible employees considering exchanging
their eligible options to consult with their own tax or financial advisors.

If you are a citizen or resident of another country for local law purposes, the
information contained in this summary may not be applicable to you. You are
advised to seek appropriate professional advice as to how the tax or other laws
in your country apply to your specific situation.

Option Cancellation. The voluntary relinquishment of eligible outstanding
options in exchange for the right to receive new options may give rise to a
taxable amount because the cancellation of the outstanding option will
constitute a disposal of the option in exchange for the right to receive a new
option ("New Right") at a later date.

The taxation implications depend on whether the options you are relinquishing
are options which were converted from options granted under the Ziff Davis 1998
Incentive Compensation Plan ("ZDNet options") upon the merger of CNET Networks,
Inc. and Ziff-Davis Inc. (or not) and also by whether you have made an election
under the Australian taxation rules to be subject to income tax at the time of
grant of your options.

(a) Converted options or where an up-front tax election was made

If you accept the Offer and relinquish the outstanding options, you will be
subject to capital gains tax at the time your options are cancelled. The capital
gain or capital loss will be based on the tax market value of the New Right less
your cost basis.

The New Rights have a market value for taxation purposes even though the options
to be granted have no intrinsic value at grant. For administrative ease, the tax
market value may be determined by reference to specific tables contained in the
Australian employee share scheme income tax rules. Under these rules, the
options to be granted pursuant to your New Rights may have a market value for
taxation purposes even though the options have no intrinsic value at grant. For
example, a 5-year option with an exercise price equal to the market value of the
underlying share on the date of grant has a tax value under the tables of
approximately 11.6% of the exercise price.

Your cost basis will be based on the value of the options on which you paid
income tax (either on conversion of your ZDNet options or on making an up-front
tax election).

Capital gains are subject to tax at your normal marginal income tax rate
inclusive of the Medicare Levy. However, where the options being relinquished
have been held for at least 12 months prior to cancellation, only half of the
capital gain is subject to tax (reducing the effective rate of tax by 50%).

Capital losses may only be used to offset capital gains. Unused capital losses
can be carried forward indefinitely to be used against future capital gains.

You will not usually be subject to any further tax on the options to be granted
until such time as you either dispose of these options or sell the shares
acquired on exercise of these options at which time capital gains tax may apply
(in other words, exercise of these options will not trigger a taxing event). In
working out any capital gain, you will be able to include in your cost basis,
the value of the New Rights on which you paid tax.

(b) No up-front election made

If you accept the Offer and relinquish the outstanding options on which no
up-front tax election was made (and assuming that these options were not
previously ZDNet options), you will be subject to income tax at the time your
options are cancelled. The taxable value will be based on the tax market value
of the New Right.

The New Rights have a market value for taxation purposes even though the options
to be granted have no intrinsic value at grant. For administrative ease, the tax
market value may be determined by reference to specific tables contained in the
Australian employee share scheme income tax rules. Under these rules, the
options to be granted pursuant to your New Rights may have a market value for
taxation purposes even though the options have no intrinsic value at grant. For
example, 5-year option with an exercise price equal to the market value of the
underlying share on the date of grant has a tax value under the tables of
approximately 11.6% of the exercise price.

The taxable value will be subject to income tax at your normal marginal income
tax rate inclusive of the Medicare Levy.

You will not usually be subject to any further tax on the options to be granted
until such time as you either dispose of these options or sell the shares
acquired on exercise of these options at

which time capital gains tax may apply (in other words, exercise of these
options will not trigger a taxing event). In working out any capital gain, you
will be able to include in your cost basis, the value of the New Rights on which
you paid tax.

Withholding and Reporting. Under current laws, your local employer is not
required to withhold for income tax when you exercise your new option. You will
be responsible for reporting on your tax return and paying any tax liability. It
is also your responsibility to pay any tax liability on dividends received.

15. Material Tax Consequences for Employees Who Are Tax Residents in France

The following is a general summary of the tax consequences of the cancellation
of tendered options and grant of new options for eligible employees subject to
tax in France. This summary is general in nature and does not discuss all of the
tax consequences that may be relevant to you in light of your particular
circumstances, nor is it intended to be applicable in all respects to all
eligible employees. Please note that tax laws change frequently and occasionally
on a retroactive basis. We advise all eligible employees considering exchanging
their eligible options to consult with their own tax or financial advisors.

Option Cancellation. We do not believe that you will be subject to tax as a
result of the cancellation of an outstanding eligible option.

Grant of New Option. You will not be subject to tax when the new option is
granted to you.

Exercise of New Option. Because your new option will be granted as part of a
French sub-plan for qualified options under sections L. 225-177 to L 225-186 of
the French Commercial Code, as amended, you will not be subject to tax on the
spread (i.e., the difference between the fair market value of the underlying
shares at exercise and the grant price) when you exercise your new option
(except for the excess discount, if any, as described below). In order for an
option plan to qualify for this favorable tax treatment, certain requirements
must be met. For example, the exercise price of your new option will not be less
than 80% of the average list price of CNET's common stock over the twenty (20)
stock exchange trading days preceding the grant option.

To the extent that the grant price is less than 95% of the average trading price
of the underlying shares for the 20 trading days prior to the grant date or less
than 95% of the average purchase price paid for such shares by CNET, this
"excess discount" will be treated as an additional taxable salary at the time of
exercise. This income will be subject to social security charges, Contribution
Sociale Generalisee ("CSG") of 7.5%, and Contribution au Remboursement de la
Dette Sociale ("CRDS") of 0.5%. Note that CSG and CRDS are only imposed on 95%
of the taxable benefit. Further note that social security contributions and 5.1%
of your CSG contribution are deductible for income tax purposes. The net taxable
gain will be subject to income tax at progressive rates up to 52.75%.

Sale of Shares. If you sell the shares any time prior to the four year
anniversary of the grant date, you will be taxed on the spread element which is
the acquisition gain (i.e., the difference between the fair market value of the
shares on the date of exercise and the exercise price) less any excess

discount already taxed at exercise. The spread element is considered as salary
in the year of the sale subject to social charges, CSG and CRDS and individual
income tax at progressive rates up to 52.75%. If you sell the shares after the
four-year holding period (or the minimum holding period subsequently required
under French law) and the spread is less than or equal to Euro 152,500, you will
be taxed at the rate of 40% (30%(1), plus 10% additional contributions) on the
spread. If you sell the shares after the four-year holding period (or the
minimum holding period required under French law) but the spread is higher than
Euro 152,500, then the portion of the spread under or equal to Euro 152,500
would be taxed at 40% (30%(1), plus 10% additional contributions) and the
portion of the spread above Euro 152,500 would be taxed at 50% (40%(1), plus 10%
additional contributions).

You may receive even more favorable tax treatment if you wait an additional two
years after both the exercise date and expiration of the initial four year
holding period. If you respect these additional periods and the spread is less
than or equal to Euro 152,500, you will be taxed at the rate of 26% (16%(1),
plus 10% additional contributions). If you respect these additional periods and
the spread is higher than Euro 152,500, the portion of the spread under or equal
to 152,500 is taxed at the rate of 26% (16%(1), plus 10% additional
contributions) and the portion of the spread above Euro 152,500 is taxed at the
rate of 40% (30%(1), plus 10% additional contributions).

In any case, the difference between the sales price of the stock and its fair
market value at the time of exercise (i.e., any capital gains) is taxed at the
rate of 26% (i.e., 16% income tax, plus 10% additional contributions). Note that
the capital gain, if any, is only taxable if the annual sales proceeds realized
by your household during the year exceed the annual ceiling of Euro 7,650.

If the sale price is less than the fair market value of the shares at the date
of exercise, you will realize a capital loss. This capital loss can be offset
against the spread and the excess against capital gain of the same nature
realized during the same year or during the five following years. This capital
loss cannot be offset against other kinds of income.

Reporting. Your employer must send to you, no later than 15 February of the year
following the year of exercise of the new option, an individual statement
providing the following information:

o the name of the company granting the options, the place of location of its
head office and, if different, the place of location of its main office;

o the date on which the new option was granted and the date of exercise of
the new option;

o the number of shares acquired and the exerciset price; and

o the excess discount (i.e., greater than 5% of the value of the stock on the
date of grant), if any, which is taxable as ordinary income upon exercise.

At the same time, your employer must also send duplicates of the individual
statements to the tax office ("Direction des Services Fiscaux") with which it
files its tax return.

To benefit from the favorable tax regime (i.e., deferral of taxation at
exercise), you must attach the above individual statement to your annual French
income tax return for the year in which the

- ----------

(1) You may opt for taxation at progressive rates as employment income if more
favorable than the standard rate.

option was exercised (e.g., for the exercise of an option in 2006, you would
have to attach the individual statement to the income tax return for the income
earned in 2006, which you file with the French tax authorities in 2007).

Upon the sale of the shares (and provided that the four-year exercise period or
minimum holding period is met), you will have to report both the spread and the
capital gain realized upon sale on your income tax return for the year in which
the underlying shares were sold.

Exchange Control Information. You may hold shares purchased under the new option
outside of France provided you declare all foreign accounts, whether open,
current, or closed, in your income tax return.

Termination Due to Death. If you die while employed, the new option will become
immediately vested, and your heirs will have six months as of the date of your
death in which to exercise the new option.

Holding Period. CNET is not requiring that you refrain from selling the shares
underlying your new option until the expiration of a four-year holding period.
However, as illustrated above, you must not sell the shares underlying your new
option until the expiration of a four-year period (from the date of the new
grant), except in the case of death, in order to satisfy the minimum period
required by Section 163 bis C of the French Tax Code (or the minimum holding
period required under this law as subsequently amended) in order to take
advantage of the favorable tax treatment for French qualified options.

Grant Date. Under French law, qualified options cannot be granted during
specific blackout periods when the granting company is listed. Your grant date
of your new options may be different than your colleagues outside of France to
comply with this requirement.

Grant Price. The grant price of your new options will be the greater of (i) the
minimum grant price permitted under the Plan, or (ii) 80% of the average
quotation price during the 20 trading days preceding the grant of the new
options, as reported by the Nasdaq Stock Market.

16. Material Tax Consequences for Employees Who Are Tax Residents in Germany

The following is a general summary of the tax consequences of the cancellation
of tendered options and grant of new options for eligible employees subject to
tax in Germany. This summary is general in nature and does not discuss all of
the tax consequences that may be relevant to you in light of your particular
circumstances, nor is it intended to be applicable in all respects to all
eligible employees. Please note that tax laws change frequently and occasionally
on a retroactive basis. We advise all eligible employees considering exchanging
their eligible options to consult with their own tax or financial advisors.

Option Cancellation. We do not believe that you will be subject to tax as a
result of the cancellation of an outstanding eligible option.

Grant of New Option. You will not be subject to tax when the new option is
granted to you.

Exercise of New Option. When you exercise the new option, you will be subject to
income tax and social insurance contributions (to the extent you have not
exceeded the wage base for social insurance contributions) on the difference
between the fair market value of the shares on the date of exercise and the
grant price.

Sale of Shares. If you acquire shares upon exercise, any additional gain from
the subsequent sale of the shares is not taxable if you have owned the shares
for at least 12 months, do not own 1% (as of 2002) or more of CNET's stated
capital (and have not owned 1% at any time in the last five years) and the
shares are not held as business assets. If you sell the shares within 12 months
of acquisition, and your total short-term capital gains for the year do not
exceed Euro 511, one-half of the gain is taxable as capital gain.

Withholding and Reporting. The income recognized at exercise will be deemed to
be taxable compensation to you and your employer will withhold income tax and
social insurance contributions (to the extent that you have not exceeded the
wage base for social insurance contributions) on that income. German social tax
deductions on the option gain will only apply to the extent that your total
employment income for the year including the option gain does not exceed the
current wage base for German social taxes of Euro 54,000 per annum. You are
responsible for paying any difference between the actual tax liability and the
amount withheld. It is your responsibility to report and pay taxes resulting
from the sale of your shares or the receipt of any dividends.

Exchange Control Information. Cross-border payments in excess of EURO 12,500
must be reported monthly to the State Central Bank. If you use a German bank to
effect a cross-border payment in excess of EURO 12,500 in connection with the
purchase or sale of securities or the payment of dividends related to certain
securities, it is possible for the bank to make the report for you. In addition,
you must report any receivables or payables or debts exceeding an amount of
approximately EURO 1,533,876 on a monthly basis.

17. Material Tax Consequences for Employees Who Are Tax Residents in Singapore

The following is a general summary of the tax consequences of the cancellation
of tendered options and grant of new options for eligible employees subject to
tax in Singapore. This summary is general in nature and does not discuss all of
the tax consequences that may be relevant to you in light of your particular
circumstances, nor is it intended to be applicable in all respects to all
eligible employees. Please note that tax laws change frequently and occasionally
on a retroactive basis. We advise all eligible employees considering exchanging
their eligible options to consult with their own tax or financial advisors.

Option Cancellation. You may be subject to tax as a result of the surrender of
an outstanding eligible option in exchange for a new option as the Inland
Revenue authorities may view the surrender of the existing option as a taxable
release of a right to purchase shares. Please consult with your tax advisor.

Grant of New Option. You should not be subject to tax when the new option is
granted to you (since you may already have been subject to tax as above).

Exercise of New Option. When you exercise the new option, you will likely be
subject to tax on the difference between the fair market value of the shares on
the date of exercise and the grant price unless you are eligible for an
exemption or deferral as discussed below. Please consult your tax advisor to
determine if an exemption or deferral applies to you.

Company Stock Option Scheme ("CSOP Scheme"). For options granted after 1 April
2001, you may be able to claim a tax exemption on the first S$2,000 of spread
per year and 25% of the remaining spread per year subject to a total exemption
of S$1 million over a 10-year period beginning in the year you exercise your
options. To take advantage of this tax exemption, the vesting provisions of your
options must be as follows:

(a) where the grant price is equal to the fair market value of the
underlying shares on the date of grant, the option may not be
exercised within one year of the grant of the option; and

(b) where the grant price is less than the fair market value of the
underlying shares on the date of grant (i.e., discounted option), the
option may not be exercised within two years of the grant of the
option.

In addition, the CSOP Scheme must be offered to at least 50% of the Singapore
company's employees.

You should consult your tax advisor to determine if you qualify for this
exemption in whole or in part (i.e., the portion, if any, of the new option
vesting one year or more after the grant date).

Qualified Employee Stock Option Plan ("QESOP Scheme"). You may also be able, in
certain circumstances, to defer the tax due at exercise under the QESOP Scheme
on the portion of the spread that was not exempt, if any, from tax under the
CSOP Scheme. You should consult with a tax adviser to determine if you qualify
for this deferral. If you think that you qualify, you should apply to the Inland
Revenue of Singapore (the "IRAS") for a deferral. If you qualify for deferral
under the QESOP Scheme, you will accrue interest on the deferral tax as
explained below.

For an option plan to qualify as a QESOP, it must satisfy the following
vesting-period requirements:

(a) where the grant price is equal to the fair market value of the
underlying shares on the date of grant, the option may not be
exercised within one year from the grant of the option; and

(b) where the grant price is less than the fair market value of the
underlying shares on the date of grant, the option may not be
exercised within two years from the grant of the option.

To qualify for tax deferral under the QESOP Scheme, you would have to satisfy
the following conditions:

(a) you are employed in Singapore at the time the stock option is
exercised;

(b) the stock option was granted to you by the company for whom you are
working at the time of exercise of the stock option or an associated
company of that company; and

You will not qualify for the QESOP Scheme if:

(a) you are an undischarged bankrupt;

(b) IRAS records show that you are a delinquent taxpayer; or

You should consult your tax advisor to determine if you qualify for the QESOP
Scheme in whole or in part (i.e., the portion, if any, of the new option vesting
one year or more after the grant date).

If you are a qualifying employee, you may apply to the IRAS for tax deferral at
the time of filing your income tax return for the Year of Assessment ("YOA")
(i.e., in the year following the year in which option is exercised and the
spread would be subject to tax unless deferred). For example, if you exercise
your options on 1 July 2003, you will apply to the IRAS for a tax deferral at
the time of submitting your tax return for 2003, i.e. sometime around 15 April
2004. You would have to submit to the IRAS the Application Form for Deferment of
Tax on Gains from the QESOP, together with your employer's certification on the
Application Form that the QESOP is properly qualified, and your tax returns.

The maximum deferral period is five years starting from 1 January of the YOA,
i.e., in the above case from 1 January 2004. Subject to the maximum of five
years, an employee can choose to defer the payment of the tax on the QESOP gains
for any period of time.

The interest charge on the deferred tax will commence one month after the date
of assessment (i.e., the date you are issued an assessment notice requiring you
to discharge the taxes due on exercise of the option). The interest rate
chargeable will be pegged to the average prime rate of the Big Four (now Three)
Banks offered on 15 April of each year and interest will be computed annually
based on said rate using the simple interest method. The tax deferred and the
corresponding amount of interest would be due on the expiration of the deferral
period. You may settle the deferred tax earlier in one lump sum.

Tax payment deferral will cease and payment of the tax plus the corresponding
interest will become due immediately:

(a) in the case of a foreign employee (including a Singapore PR), when he
or she:

(i) terminates his or her employment in Singapore and leaves
Singapore;

(ii) is posted overseas; or

(iii) leaves Singapore for any period exceeding three months;

(b) when the employee becomes bankrupt; and

Sale of Shares. If you acquire shares upon exercise, you will not be subject to
tax on the gain when you sell the shares.

Withholding and Reporting. Your employer is not required to withhold income tax
or Central Provident Fund Contributions on your new option. Your employer will
report the new option and provide you with a copy of this report to Inland
Revenue. You will be responsible for paying any tax liability upon exercise or
upon the end of the deferral period, if applicable. It is also your
responsibility to pay any tax liability on dividends received in Singapore.

18. Material Tax Consequences for Employees Who Are Tax Residents of Switzerland

The following is a general summary of the tax consequences of the cancellation
of tendered options and grant of new options for eligible employees subject to
tax in Switzerland. This summary is general in nature and does not discuss all
of the tax consequences that may be relevant to you in light of your particular
circumstances, nor is it intended to be applicable in all respects to all
eligible employees. Please note that tax laws change frequently and occasionally
on a retroactive basis. We advise all eligible employees considering exchanging
their eligible options to consult with their own tax or financial advisors.

Option Cancellation. We do not believe that you will be subject to tax as a
result of the cancellation of an outstanding eligible option.

Grant of New Option. We do not believe that you will be subject to tax when the
new option is granted to you. However, you may be required to sign a document to
confirm that you will be subject to tax upon exercise of the new option

Exercise of New Option. When you exercise the new option, you will likely be
subject to tax on the difference between the fair market value of the shares on
the date of exercise and the grant price.

Finally, please note that a new tax law regarding stock options has been
proposed in Switzerland. If passed, this new law may change the tax consequences
of your new option.

Sale of Shares. If you acquire shares upon exercise, you will not be subject to
tax upon the subsequent sale (provided you do not qualify as a professional
securities dealer).

Withholding and Reporting. If you are a Swiss national or a foreign employee
holding a "C" residence permit, your employer will not withhold income tax.
However, your employer will withhold social security contributions on the
taxable benefit at grant and/or exercise. Further, your employer will include
your taxable income on your annual "certificate of salary" which will be issued
to you at the end of or shortly after the end of the calendar year of the
taxable event. It is your responsibility to attach the "certificate of salary"
to your tax return and pay any taxes resulting from the grant or exercise of
your options.

If you are a foreign employee holding, for example, a "B" permit, or if you are
an employee subject to income taxation at source, your employer will withhold
and report income tax and social security contributions. Depending on the amount
of your annual income in Switzerland,

you may be required to file a tax return and to pay additional taxes (or to
receive a refund) when the Tax Administration computes the exact amount of taxes
based on your tax return.

Wealth Tax. Shares purchased upon the exercise of your new option will become
part of your net wealth and may be subject to net wealth tax. In addition, if
your options are subject to tax at grant, they will be considered part of your
net wealth each year and subject to net wealth tax.

19. Material Tax Consequences for Employees Who Are Tax Residents of Taiwan

The following is a general summary of the tax consequences of the cancellation
of tendered options and grant of new options for eligible employees subject to
tax in Taiwan. This summary is general in nature and does not discuss all of the
tax consequences that may be relevant to you in light of your particular
circumstances, nor is it intended to be applicable in all respects to all
eligible employees. Please note that tax laws change frequently and occasionally
on a retroactive basis. We advise all eligible employees considering exchanging
their eligible options to consult with their own tax or financial advisors.

Option Cancellation. We do not believe that you will be subject to tax as a
result of the cancellation of an outstanding eligible option.

Grant of New Option. You will not be subject to tax when the new option is
granted to you.

Exercise of New Option. When you exercise the new option, Taiwan individual
income tax implication may apply. If the stock option given is related to
services provided in Taiwan, then the "spread" shall be subject to Taiwan income
tax. On the other hand, if not related to Taiwan services rendered, then there
should be no Taiwan income tax implication on the "spread".

Sale of Shares. If you acquire shares upon exercise, you will not be subject to
tax when you subsequently sell the shares, as foreign source income is not
taxable for individuals in Taiwan.

Withholding and Reporting. Your employer is not required to withhold or report
income tax at the time of exercise or sale provided that there is not
"chargeback" made by the foreign company to the local company.

20. Material Tax Consequences for Employees Who Are Domiciled and Permanently
Resident and Ordinarily Resident in the United Kingdom

The following is a general summary of the tax consequences of the cancellation
of tendered options and grant of new options for eligible employees who are UK
domiciled and permanently resident and ordinarily resident in the UK for tax and
social security purposes. This summary is general in nature and does not discuss
all of the tax consequences that may be relevant to you in light of your
particular circumstances, nor is it intended to be applicable in all respects to
all eligible employees. Please note that tax laws change frequently and
occasionally on a retroactive basis. We advise all eligible employees
considering exchanging their eligible options to consult with their own tax or
financial advisors.

No Approved Plans. All of the currently outstanding options held by residents of
the United Kingdom were issued under unapproved plans and do not qualify for
favorable tax treatment. The new options to be issued in exchange for tendered
options, will be issued under the same Plans under which the related tendered
options were originally issued, and therefore will also not qualify for
favorable tax treatment.

Option Exchange. We do not believe that you will be subject to tax as a result
of the exchange of an outstanding eligible option for a new option.

Grant of New Option. You will not be subject to tax when the unapproved new
option is granted to you, as this new option will be deemed to "step into the
shoes" of the old option.

Exercise of New Option. You will be subject to tax when you exercise your
unapproved new option. Income tax will be charged on the difference between the
fair market value of the stock on the date of exercise and the grant price paid
(i.e., the spread). Your employer will be responsible for tax withholding under
the Pay As You Earn system ("PAYE") in relation to the tax due on the spread
realized on exercise of your option and for paying the income tax withheld to
the U.K. Inland Revenue on your behalf. You will be required to pay any tax and
employees' National Insurance Contribution liability to your employer within 7
days of your exercise and neither CNET nor your employer will be required to
transfer any shares (or any proceeds resulting from the sale) to you until such
payment has been made. If you fail to pay your employer the income tax and
employees National Insurance Contributions due on the spread within 30 days of
the date of exercise of your option, you will be deemed to have received a
further taxable benefit equal to the amount of income tax due on the spread.
This will give rise to a further income tax charge.

On the basis that the shares are readily convertible assets at the time of
exercise and that the old options were granted on or after 6 April 1999, you
will be liable to pay employees' National Insurance Contributions in relation to
the spread on exercise of your new option if your earnings do not already exceed
the maximum limit for employees' National Insurance Contributions purposes.
Employee's National Insurance Contributions are currently capped at a rate of
10% on the first (Pounds) 2,535 of wages per month; however, this may not be the
case on the date you exercise your option. Your employer will be responsible for
withholding employees' National Insurance Contributions and for paying the
amount withheld to the U.K. Inland Revenue on your behalf. With regard to
options that were granted prior to 6 April 1999, as a result of the exchange of
your options at the time of the merger between CNET Networks, Inc. and
Ziff-Davis Inc. on October 17, 2000 your options may be subject to National
Insurance Contributions. If National Insurance Contributions are due, your
employer will withhold the amounts due or a best estimate of the amounts due and
pay such amounts to the U.K. Inland Revenue.

The National Insurance Contribution (NIC) liability in respect of options
granted before 6 April 1999 is very complex. The following general analysis is
based on our understanding of these provisions but should not be acted upon
without specific tax advice based on your personal circumstances.

The event of exchanging the old option for a new option may itself trigger a
charge to NIC if the new option is granted at a greater discount to market value
than the discount applicable to the old

option (at the time the new option is granted); if otherwise, then NIC will be
due on the best estimate of the increase at the time of grant of the new option.

The Inland Revenue has stated that where an old option has gone underwater since
grant and the new option has a nil discount, they do not consider that the
"total discount" has increased. Consequently no NICs would be due on the event
of the grant of the new option itself.

At the time of exercise of the new options, there will be no NIC charge provided
the total market value of the shares underlying the new option at the time of
the grant of the new option, was not more than the total market value of the
shares underlying the old option at the time of the old option was cancelled.
Our understanding of the legislation is that the amount chargeable to NIC at the
point of exercise would be calculated by reference to the gain made since grant
of the new option. The legislation says (or appears to say) that the gain should
be calculated by reference to the new option spread at exercise less the old
option spread at cancellation. Clearly the company would not be able to quantify
this liability until such time as the new options are exercised.

Sale of Shares. When you sell your shares, you may be subject to capital gains
tax. Tax is due on any increase in the value of the stock realized between the
date on which you exercise an option and the date on which you sell the stock
acquired on exercise of that option. Please note that an annual exemption is
available to set against total gains of (Pounds)7,700 for the tax year April 6,
2002 to April 5, 2003 and you may also be able to benefit from taper relief to
reduce your chargeable gain. The rate of taper relief is dependant upon the
number of years during which shares are held and whether the shares qualify as
business assets. Any resulting gain will be liable to United Kingdom Capital
Gains Tax and subject to a highest tax rate of 40% (based on rates applicable
for tax year April 6, 2001 to April 5, 2002).

Reporting. Your employer is required to report the details of the exchange of
options, the unapproved new option grant and any future option exercise on its
annual U.K. Inland Revenue tax return.

In addition to your employer's reporting obligations, you must report details of
any liabilities arising from the exercise of your unapproved new options and
from the sale or disposal of shares together with details of dividend income to
the Inland Revenue on your personal U.K. Inland Revenue tax return.

You will be responsible for paying any taxes owed as a result of the sale of the
shares or the receipt of any dividend.

21. Extension of Offer; Termination; Amendment.

We expressly reserve the right, in our discretion, at any time and from time to
time, and regardless of whether or not any event set forth in Schedule A has
occurred or is deemed by us to have occurred, to extend the period of time
during which this Offer is open, and thereby delay the acceptance for exchange
of any options, by giving oral or written notice of such extension to the option
holders eligible to participate in the exchange or making a public announcement
thereof.

We also expressly reserve the right, in our reasonable judgment, prior to the
expiration time, to terminate or amend this Offer and to postpone our acceptance
and cancellation of any options elected for exchange upon the occurrence of any
of the conditions specified in Schedule A by giving oral or written notice of
such termination, amendment or postponement to the option holders eligible to
participate in the exchange and making a public announcement thereof. We

will return the options tendered for exchange promptly after termination or
withdrawal of the Offer if such termination or withdrawal occurs prior to the
expiration time.

Subject to compliance with applicable law, we further reserve the right, in our
discretion, and regardless of whether any event set forth in Schedule A has
occurred or is deemed by us to have occurred, to amend this Offer in any
respect, including, without limitation, by decreasing or increasing the
consideration offered in this Offer to option holders or by decreasing or
increasing the number of options being sought in this Offer.

Amendments to this Offer may be made at any time and from time to time by public
announcement of the amendment. In the case of an extension, the amendment must
be issued no later than 6:00 a.m. Pacific Time on the next business day after
the last previously scheduled or announced expiration time. Any public
announcement made pursuant to this Offer will be disseminated promptly to option
holders in a manner reasonably designed to inform option holders of such change.

If we materially change the terms of this Offer or the information concerning
this Offer, or if we waive a material condition of this Offer, we will extend
this Offer. Except for a change in price or a change in percentage of securities
sought, the amount of time by which we will extend this Offer following a
material change in the terms of this offer or information concerning this Offer
will depend on the facts and circumstances, including the relative materiality
of such terms or information. If we decide to take any of the following actions,
we will publish notice or otherwise notify you of such action in writing after
the date of such notice:

(a) we increase or decrease the amount of consideration offered for the options;

(b) we decrease the number of options eligible to be elected for exchange in
this Offer; or

(c) we increase the number of options eligible to be elected for exchange in
this Offer by an amount that exceeds 2% of the shares of common stock issuable
upon exercise of the options that are subject to this Offer immediately prior to
the increase.

If this Offer is scheduled to expire at any time earlier than the expiration of
a period ending on the tenth business day from, and including, the date that
notice of such increase or decrease is first published, sent or given in the
manner specified in Section 20 of this Offer to Exchange, we will extend the
Offer so that the Offer is open at least 10 business days following the
publication, sending or giving of notice.

22. Fees and Expenses.

We will not pay any fees or commissions to any broker, dealer or other person
for soliciting elections to exchange options pursuant to this Offer to Exchange.

23. Additional Information.

We have filed with the SEC a Tender Offer Statement on Schedule TO, of which
this Offer to Exchange is a part. This Offer to Exchange does not contain all of
the information contained in the Schedule TO and the exhibits to the Schedule
TO. We recommend that, in addition to this Offer to Exchange and the election
form, you review the following materials that we have filed with the SEC before
making a decision on whether to elect to exchange your options:

(a) CNET Network, Inc.'s Annual Report on Form 10-K for the period ended
December 31, 2001, filed with the SEC on April 1, 2002, and the amendment made
thereto on Form 10-K/A, filed with the SEC on April 30, 2002.

(b) CNET Network, Inc.'s definitive Proxy Statement for our 2002 Annual Meeting
of Stockholders, filed with the SEC on May 2, 2002.

(c) CNET Network, Inc.'s quarterly report on Form 10-Q for the period ended
March 31, 2001, filed with the SEC on May 7, 2002.

(d) CNET Network, Inc.'s Form S-8 (File No. 333-85374) (registering shares to be
issued under the 2001 CNET Networks, Inc. Stock Option Plan), filed with the SEC
on April 2, 2002.

(e) CNET Network, Inc.'s Form S-8 (File No. 333-65224) (registering shares to be
issued under the TechRepublic, Inc. 1999 Stock Option Plan), filed with the SEC
on July 17, 2001.

(f) CNET Network, Inc.'s Form S-8 (File No. 333-58724) (registering shares to be
issued under the 2000 CNET Networks, Inc. Stock Incentive Plan, the Ziff-Davis
Inc. 1998 Incentive Compensation Plan and the Apollo Solutions, Inc. 2000 Stock
Option Plan), filed with the SEC on April 11, 2001.

(g) CNET Network, Inc.'s Form S-8 (File No. 333-35458) (registering shares to be
issued under the mySimon Inc. Amended and Restated Stock Option Plan), filed
with the SEC on April 24, 2000.

(h) CNET Network, Inc.'s Form S-8 (File No. 333-67325) (registering shares to be
issued under the mySimon Inc. Amended and Restated 1998 Stock Plan), filed with
the SEC on April 24, 2000.

(i) CNET Network, Inc.'s Form S-8 (File No. 333-78247) (registering shares to be
issued under the CNET, Inc. 1997 Stock Option Plan), filed with the SEC on May
11, 1999.

(j) CNET Network, Inc.'s Form S-8 (File No. 333-67325) (registering shares to be
issued under the CNET, Inc. 1997 Stock Option Plan), filed with the SEC on
November 13, 1998.

(k) CNET Network, Inc.'s Form S-8 (File No. 333-34491) (registering shares to be
issued under the CNET, Inc. 1997 Stock Option Plan), filed with the SEC on
August 28, 1997.

(l) CNET Network, Inc.'s Form S-8 (File No. 333- 07671) (registering shares to
be issued under the CNET, Inc. Employee Stock Option Plan), filed with the SEC
on July 2, 1996.

(m) The description of CNET Network, Inc.'s common stock, par value $.0001 per
share ("CNET Common Stock"), set forth in CNET Network, Inc.'s registration
statements filed pursuant to Section 12 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and any amendment or report filed for the
purpose of updating such descriptions.

We hereby incorporate by reference additional documents that we may file with
the SEC between the date of this Offer and the expiration time of the Offer.
These include periodic reports, such as quarterly reports on Form 10-Q and
current reports on Form 8-K, as well as proxy statements.

These filings, our other annual, quarterly and current reports, our proxy
statements and our other SEC filings may be examined, and copies may be
obtained, at the following SEC public reference rooms:

450 Fifth Street, N.W. Room 1024 Washington, D.C. 20549

You may obtain information on the operation of the public reference rooms by
calling the SEC at (800) SEC-0330.

Our SEC filings are also available to the public on the SEC's internet site at
http://www.sec.gov.

Our common stock is quoted on the Nasdaq National Market under the symbol "CNET"
and our SEC filings can be read at the following Nasdaq address:

Nasdaq Operations, 1735 K Street, N.W., Washington, D.C. 20006

We will also provide, without charge, to each person to whom a copy of this
Offer to Exchange is delivered, upon the written or oral request of any such
person, a copy of any or all of the documents to which we have referred you,
other than exhibits to such documents (unless such exhibits are specifically
incorporated by reference into such documents). Requests should be directed to:

CNET Networks, Inc Attention: Corporate Secretary, 235 Second Street, San
Francisco, California 94105

or by telephoning us at (415) 344-2000 between the hours of 8:00 a.m. and 5:00
p.m. Pacific Time.

As you read the foregoing documents, you may find some inconsistencies in
information from one document to another. If you find inconsistencies between
the documents, or between a document and this Offer to Exchange, you should rely
on the statements made in the most recent document.

The information contained in this Offer to Exchange about CNET Networks, Inc.
should be read together with the information contained in the documents to which
we have referred you.

24. Miscellaneous.

This Offer to Exchange contains "forward-looking statements". Forward-looking
statements are any statements about our future that are not statements of
historical fact. Examples of forward-looking statements include projections of
earnings, revenues or other financial items, statements of the plans and
objectives of management for future operations, statements concerning proposed
new products or services, statements regarding future economic conditions or
performance, and any statement of assumptions underlying any of the foregoing.
In some cases, you can identify these statements by the use of words such as
"may", "will", "expects", "should", "believes", "predicts", "plans",
"anticipates", "estimates", "potential", "continue" or the negative of these
terms, or any other words of similar meaning. These statements are only
predictions. Any or all of our forward-looking statements in this Offer to
Exchange and in any of our other public statements may turn out to be wrong.
They can be affected by inaccurate assumptions we might make or by known or
unknown risks and uncertainties. Many factors mentioned in the discussion

in this Offer to Exchange will be important in determining future results.
Consequently, no forward-looking statement can be guaranteed. Actual events or
results may differ materially. These forward-looking statements are made only as
of the date of this Offer to Exchange, and we undertake no obligation to
publicly update any forward-looking statements, whether as a result of new
information, future events or otherwise. You are advised, however, to consult
any further disclosures we make on related subjects in our 10-Q and 8-K reports
to the SEC.

The safe harbor provided in the Private Securities Litigation Reform Act of
1995, by its terms, does not apply to statements made in connection with this
tender offer.

We are not aware of any jurisdiction where the making of this Offer is not in
compliance with applicable law. If we become aware of any jurisdiction where the
making of this Offer is not in compliance with any valid applicable law, we will
make a good faith effort to comply with such law. If, after such good faith
effort, we cannot comply with such law, this Offer will not be made to, nor will
elections to exchange options be accepted from or on behalf of, the option
holders residing in such jurisdiction.

WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON OUR BEHALF AS TO
WHETHER YOU SHOULD ELECT TO EXCHANGE OR REFRAIN FROM EXCHANGING YOUR OPTIONS
PURSUANT TO THIS OFFER. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN
THIS DOCUMENT OR OTHER INFORMATION TO WHICH WE HAVE REFERRED YOU. WE HAVE NOT
AUTHORIZED ANYONE TO GIVE YOU ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN
CONNECTION WITH THIS OFFER OTHER THAN THE INFORMATION AND REPRESENTATIONS
CONTAINED IN THIS DOCUMENT OR IN THE RELATED ELECTION CONCERNING EXCHANGE OF
STOCK OPTIONS FORM. IF ANYONE MAKES ANY RECOMMENDATION OR REPRESENTATION TO YOU
OR GIVES YOU ANY INFORMATION, YOU MUST NOT RELY UPON THAT RECOMMENDATION,
REPRESENTATION OR INFORMATION AS HAVING BEEN AUTHORIZED BY US.

CNET Networks, Inc. June 26, 2002

SCHEDULE A
CONDITIONS OF THIS OFFER

Notwithstanding any other provision of this Offer, we will not be required to
accept any options tendered for exchange, and we may terminate or amend this
Offer, or postpone our acceptance and cancellation of any options tendered for
exchange, in each case subject to certain limitations, if at any time on or
after June 26 2002 and prior to the expiration time any of the following events
has occurred or has been determined by us to have occurred, regardless of the
circumstances giving rise thereto:

(a) there shall have been threatened or instituted or be pending any action or
proceeding by any government or governmental, regulatory or administrative
agency, authority or tribunal or any other person, domestic or foreign, before
any court, authority, agency or tribunal that directly or indirectly challenges
the making of this Offer, the acquisition of some or all of the options elected
for exchange pursuant to this Offer or the issuance of new options, or otherwise
relates in any manner to the Offer or that, in our reasonable judgment, could
materially and adversely affect the business, condition (financial or other),
income, operations or prospects of CNET or our subsidiaries or affiliates, or
otherwise materially impair in any way the contemplated future conduct of our
business or the business of any of our subsidiaries or affiliates or materially
impair the contemplated benefits of the Offer to us;

(b) there shall have been any action threatened, pending or taken, or approval
withheld, or any statute, rule, regulation, judgment, order or injunction
threatened, proposed, sought, promulgated, enacted, entered, amended, enforced
or deemed to be applicable to this offer or us, by any court or any authority,
agency or tribunal that would or might directly or indirectly:

(i) make the acceptance for exchange of, or issuance of new options
for, some or all of the options tendered for exchange illegal or
otherwise restrict or prohibit consummation of this Offer;

(ii) delay or restrict our ability, or render us unable, to accept for
exchange or issue new options for some or all of the options tendered
for exchange; or

(iii) materially and adversely affect the business, condition
(financial or other), income, operations or prospects of CNET or our
subsidiaries or affiliates, or otherwise materially impair in any way
the contemplated future conduct of our business or the business of any
of our subsidiaries or affiliates or materially impair the
contemplated benefits of the Offer to us;

(i) any general suspension of trading in, or limitation on prices for,
securities on any national securities exchange or in the
over-the-counter market;

(ii) the declaration of a banking moratorium or any suspension of
payments in respect of banks in the United States, whether or not
mandatory;

(iii) the commencement or escalation of a war, armed hostilities or
other international or national crisis directly or indirectly
involving the United States;

(iv) any limitation, whether or not mandatory, by any governmental,
regulatory or administrative agency or authority on, or any event that
might affect, the extension of credit by banks or other lending
institutions in the United States;

(v) any decrease of greater than 50% of the market price of the shares
of our common stock or any change in the general political, market,
economic or financial conditions in the United States or abroad that
could have a material adverse effect on the business, condition
(financial or other), operations or prospects of CNET Networks, Inc.
or on the trading in our common stock;

(vi) any change in the general political, market, economic or
financial conditions in the United States or abroad that could have a
material adverse effect on the business, condition (financial or
other), operations or prospects of our subsidiaries or affiliates or
that, in our reasonable judgment, makes it inadvisable to proceed with
the Offer;

(vii) in the case of any of the foregoing existing at the time of the
commencement of this Offer, a material acceleration or worsening
thereof; or

(viii) any decline in either the Dow Jones Industrial Average or the
Standard and Poor's Index of 500 Companies by an amount in excess of
10% measured during any time period after the close of business on
June 26, 2002;

(d) there shall have occurred any change in generally accepted accounting
standards which could or would require us for financial reporting purposes to
record compensation expense against our earnings in connection with this Offer;

(e) a tender or exchange offer with respect to some or all of our common stock,
or a merger or acquisition proposal for us, shall have been proposed, announced
or made by another person or entity or shall have been publicly disclosed, or we
shall have learned that:

(i) any person, entity or group within the meaning of Section 13(d)(3)
of the Securities Exchange Act, shall have acquired or proposed to
acquire beneficial ownership of more than 5% of the outstanding shares
of our common stock, or any new group shall have been formed that
beneficially owns more than 5% of the outstanding shares of our common
stock, other than any such person, entity or group that has filed a
Schedule 13D or Schedule 13G with the SEC on or before June 26, 2002;

(ii) any such person, entity or group that has filed a Schedule 13D or
Schedule 13G with the SEC on or before June 26, 2002 shall have
acquired or proposed to acquire beneficial ownership of an additional
2% or more of the outstanding shares of our common stock; or

(iii) any person, entity or group shall have filed a Notification and
Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, or made a public announcement reflecting an intent
to acquire us or any of the assets or securities of us; or

(f) any change or changes shall have occurred in the business, condition
(financial or other), assets, income, operations, prospects or stock ownership
of CNET that, in our reasonable judgment, is or may be material to CNET.

The conditions to this Offer are for our benefit. We may assert them in our
discretion regardless of the circumstances giving rise to them prior to the
expiration time. We may waive them, in whole or in part, at any time and from
time to time prior to the expiration time, in our discretion, whether or not we
waive any other condition to this Offer. Our failure at any time to exercise any
of these rights will not be deemed a waiver of any such rights. The waiver of
any of these rights with respect to particular facts and circumstances will not
be deemed a waiver with respect to any other facts and circumstances. Any
determination we make concerning the events described in this Schedule A will be
final and binding upon all persons.

SCHEDULE B
INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF
CNET NETWORKS, INC.

The directors and executive officers of CNET Networks, Inc. and their positions
and offices as of June 26, 2002 are set forth in the following table:

<Table>
<Caption>
NAME POSITION WITH THE COMPANY
- ---- -------------------------

Shelby Bonnie Chairman of the Board and Chief Executive Officer
Douglas Woodrum Executive Vice President and Chief Financial Officer
Barry Briggs President, U.S. Media
Art Fatum President, International Media
John C. "Bud" Colligan Director
Eric Hippeau Director
Mitchell Kertzman Director
Randall Mays Director
Eric Robison Director
</Table>

The address of each director and executive officer is: c/o CNET Networks, Inc.,
235 Second Street, San Francisco, California 94105.