CNET NETWORKS, INC.

EXECUTIVE AGREEMENT

This Executive Agreement (the Agreement) is effective as of [December 20, 2006] (the Effective Date), by and between George Mazzotta (Executive) and CNET Networks, Inc., a Delaware corporation (the Company). Certain capitalized terms used in this Agreement are defined in Section 3 below.

AGREEMENT

In consideration of the mutual promises and agreements contained herein, the parties hereby agree as follows:

1. Duties; At Will Employment. Executive is employed as Chief Financial Officer of the Company. The Company and Executive acknowledge that Executives employment is and shall continue to be at-will, as defined under applicable law, and that Executives employment with the Company may be terminated by either party at any time for any or no reason.

2. Compensation. For the duties and services to be performed by Executive hereunder, the Company shall pay Executive, and Executive agrees to accept, the compensation described below in this Section 2.

(a) Salary. Executive shall receive an annual salary of $410,000 (the Base Salary), which increased salary shall commence effective December 20, 2006. Executives Base Salary will be payable pursuant to the Companys normal payroll practices.

(b) Annual Bonus. In addition to the Base Salary, Executive will be eligible for an annual performance bonus, in an amount of up to $210,000 to be payable upon achievement of 100% of the performance goals and objectives to be determined by the Board in its discretion following discussion with Executive (the Annual Bonus) which, unless otherwise provided by this Agreement or determined by the Compensation Committee of the Board, shall be payable in accordance with the terms of the Companys 2006 Incentive Plan or a successor plan thereto.

(c) Special Bonus. If Executive remains a full-time employee of the Company through December 31, 2007 he shall be entitled to receive a special bonus in the amount of $ 150,000, payable on December 31, 2007.

(d) Stock Options Grant and Vesting of Other Options. Effective January 5, 2007, Executive will be granted non-qualified stock options to purchase 300,000 shares of the Companys common stock at a per share exercise price equal to the fair market value of the Companys common stock on January 5, 2007. The term of such stock options will be 10 years, subject to earlier expiration in the event of the termination of Executives service with the Company. The stock options shall vest and become exercisable as to 25% of the shares subject thereto upon Executives completion of one year of service measured from January 5, 2007 and with respect to 1/48^th of the aggregate stock option shares in substantially equal monthly installments thereafter, and the shares subject to such stock options may vest on an accelerated

basis as set forth below. Except as provided herein, such stock options will be subject to the provisions of the 2004 CNET Networks, Inc. Stock Incentive Plan and the applicable form of stock option agreement thereunder. In the event of Executives Termination Without Cause (as defined in Section 3) or in the event Executive resigns from employment in a Termination for Good Reason (as defined in Section 3), in either case within the 12-month period commencing on the consummation of a Change in Control (as defined in Section 3), then provided that Executive first provides the Company with and does not revoke an executed and effective release of claims against the Company in form and substance acceptable to the Company, Executive shall immediately become vested with respect to 100% of the options to purchase the Companys capital stock that Executive then holds (including the options referenced in this Section 2(c) and any other options to purchase the Companys capital stock then held by Executive), effective on the date of termination. Notwithstanding the foregoing, Executive may, in his discretion, reject such immediate vesting and/or surrender vested options to the extent such vesting, together with any other payments in which Executive may become entitled in connection with such Change of Control, could result in the imposition of an excise tax under Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (the Code). Prior to accelerating any option vesting on or following the date of the consummation of a Change of Control, the Company shall perform all necessary calculations to determine whether the acceleration provisions hereunder might trigger any excise tax payable by Executive pursuant to Sections 280G and 4999 of the Code.

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