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EXHIBIT 23.4
CONSENT OF MORGAN STANLEY & CO. INCORPORATED
We hereby consent to the use in the Registration Statement of CNET on Form S-4
and in the Joint Proxy Statement/Prospectus of CNET and Ziff-Davis, which is
part of the Registration Statement, of our opinion dated July 18, 2000
appearing as Annex D to such Joint Proxy Statement/Prospectus, to the
description therein of such opinion and to the references therein to our name
in the section entitled "Opinion of Ziff Davis' financial advisor." In giving
the foregoing consent, we do not admit that we come within the category of
persons whose consent is required under Section 7 of the Securities Act of
1933, as amended (the "Securities Act"), or the rules and regulations
promulgated thereunder, nor do we admit that we are experts with respect to any
part of such Registration Statement within the meaning of the term "experts" as
used in the Securities Act or the rules and regulations promulgated thereunder.
MORGAN STANLEY & CO. INCORPORATED
By: /s/ Stuart J. Epstein
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Stuart J. Epstein
Managing Director
New York, New York
September 1, 2000
