Exhibit 10.1

CNET, INC.
AMENDED AND RESTATED
1997 STOCK OPTION PLAN

Amended and Restated as of July 21, 1999


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"Non-Employee Director" means an individual who is a "non-employee director"
as defined in Rule16b3 under the Exchange Act.

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

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

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

"Outside Director" means an individual who is an "outside director" within
the meaning of Treasury Regulation Section 1.16227(e)(3).

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

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

"Rule 16b3" means Rule 16b3 of the rules and regulations under the Exchange
Act, as Rule 16b3 may be amended from time to time, and any successor
provisions to Rule 16b3 under the Exchange Act.

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

3.Term of Plan.  The Plan has been adopted by the Board effective as of April
16, 1997.  To permit the granting of Qualified Options under the Code, and to
qualify awards of Options hereunder as "performance based" under Section162(m)
of the Code, the Plan will be submitted for approval by the stockholders of the
Corporation by the affirmative votes of the holders of a majority of the shares
of Common Stock then issued and outstanding, for approval no later than the
next annual meeting of stockholders.  If the Plan is not so approved by the
stockholders of the Corporation, then any Options previously granted under the
Plan will be Nonqualified Options, regardless of whether the option agreements
relating thereto purport to grant Qualified Options.  The Plan shall continue
in effect until terminated pursuant to Section 18.

4.Shares Subject to the Plan.  Except as otherwise provided in Section 17
hereof, the aggregate number of shares of Common Stock issuable upon the
exercise of Options granted pursuant to this Plan shall be 6,200,000 shares.
Such shares may either be authorized but unissued shares or treasury shares.
The Corporation shall, during the term of this Plan, reserve and keep available
a number of shares of Common Stock sufficient to satisfy the requirements of
the Plan.  If an Option should expire or become unexercisable for any reason
without having been exercised in full, then the shares that were subject
thereto shall, unless the Plan has terminated, be available for the grant
of additional Options under this Plan, subject to the limitations set
forth above.

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

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

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

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

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

10.Exercise.  An Optionee may pay the Exercise Price of the shares of Common
Stock as to which an Option is being exercised by the delivery of cash, check
or, at the Corporation's option, by the delivery of shares of Common Stock
having a Fair Market Value on the exercise date equal to the Exercise Price.
A Subsidiary may, but is not required to, act as agent for the Corporation
for the purpose of accepting the Exercise Price.

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

11.When Qualified Options May be Exercised.

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

(b)Nonqualified Options granted to employees of CNET Data Services, a
Subsidiary, shall be exercisable for a period of at least twelve (12) years
from the Date of Grant;

(c)Any Options not covered by Section 11(a) or Section 11(b) shall be
exercisable as determined by the Board of the Committee and set forth in the
Option Agreement by and between the Employee and the Corporation.

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

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

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

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

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

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

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

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

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

18.Administration.

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

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

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

(i)Each Outside Director will automatically be granted Nonqualified Options
to purchase 80,000 shares of Common Stock (the "Initial Grant") on the date
such Outside Director is first elected to the Board.

(ii)On June 30 of each year, each Outside Director then serving on the Board
will automatically be granted Nonqualified Options to purchase 20,000 shares
of Common Stock (each, an "Annual Grant").  The number of shares subject to
Initial Grants and Annual Grants will be adjusted in accordance with Section
17.

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

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

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

(vi)This Section 18(c) may not be amended more than once every six months,
other than to comport with changes in the Code or in the Employee Retirement
Income Security Act of 1974, as amended, or changes in the rules promulgated
thereunder, or other applicable law, unless, at the time of amendment, such
limitation on amendments is not necessary in order for the Plan to comply with
the requirements of Rule 16b3 or the Corporation is not then subject to the
provisions of Section 16 of the Exchange Act.

(vii)Notwithstanding the foregoing, to the extent an Outside Director receives
an automatic grant of Nonqualified Options under Section18(c) of the
Corporation's 1994 Stock Option Plan, as amended, such director is not eligible
to receive a duplicate grant of Nonqualified Options under this Section 18(c).

(d)Subject to any applicable requirements of Rule 16b3 or of any national
exchange or trading system on which the Common Stock is then listed or traded,
and subject to the stockholder approval requirements of Sections 422 and
162(m)(4)(C) of the Code, the Board may amend any provision of this Plan in any
respect in its discretion.

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

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

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

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