EXHIBIT
      10.2

     

    EXHIBIT
      A

     

    REGISTRATION
      RIGHTS AGREEMENT

     

    This
      Registration Rights Agreement (this “Agreement”)
      is made
      and entered into as of January 12, 2006, among Spatialight, Inc., a New York
      corporation (the “Company”),
      and
      the purchasers signatory hereto (each such purchaser is a “Purchaser”
and
      collectively, the “Purchasers”).

     

    This
      Agreement is made pursuant to the Securities Purchase Agreement, dated as of
      the
      date hereof among the Company and the Purchasers (the “Purchase
      Agreement”).

     

    The
      Company and the Purchasers hereby agree as follows:

     

    1.  Definitions.
      Capitalized terms used and not otherwise defined herein that are defined in
      the
      Purchase Agreement shall have the meanings given such terms in the Purchase
      Agreement. As used in this Agreement, the following terms shall have the
      following meanings:

     

    “Advice”
shall
      have the meaning set forth in Section 6(d).

     

    “Effectiveness
      Date”
means,
      with respect to the initial Registration Statement required to be filed
      hereunder, the 90th
      calendar
      day following the date hereof and, with respect to any additional Registration
      Statements which may be required pursuant to Section 3(c), the 90th
      calendar
      day following the date on which the Company first knows, or reasonably should
      have known, that such additional Registration Statement is required hereunder;
      provided,
      however,
      in the
      event the Company is notified by the Commission that one of the above
      Registration Statements will not be reviewed or is no longer subject to further
      review and comments, the Effectiveness Date as to such Registration Statement
      shall be the fifth Trading Day following the date on which the Company is so
      notified if such date precedes the dates required above; provided,
      further,
      however,
      that
      such Effectiveness Date shall be extended to the 120th
      day
      following the date hereof in the event that the Registration Statement required
      to be filed hereunder shall be subject to review, comments or other actions
      by
      the Commission.

     

    “Effectiveness
      Period”
shall
      have the meaning set forth in Section 2(a).

     

    “Event”
shall
      have the meaning set forth in Section 2(b).

     

    “Event
      Date”
shall
      have the meaning set forth in Section 2(b).

     

    “Filing
      Date”
means,
      with respect to the initial Registration Statement required hereunder, the
      30th
      calendar
      day following the date hereof and, with respect to any additional Registration
      Statements which may be required pursuant to Section 3(c), the 30th
      day
      following the date on which the Company first knows, or reasonably should have
      known that such additional Registration Statement is required
      hereunder.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Holder”
or
      “Holders”
means
      the holder or holders, as the case may be, from time to time of Registrable
      Securities.

     

    “Indemnified
      Party”
shall
      have the meaning set forth in Section 5(c).

     

    “Indemnifying
      Party”
shall
      have the meaning set forth in Section 5(c).

     

    “Losses”
shall
      have the meaning set forth in Section 5(a).

     

    “Plan
      of
      Distribution”
shall
      have the meaning set forth in Section 2(a). 

     

    “Proceeding”
means
      an
      action, claim, suit, investigation or proceeding (including, without limitation,
      an investigation or partial proceeding, such as a deposition), whether commenced
      or threatened.

     

    “Prospectus”
means
      the prospectus included in a Registration Statement (including, without
      limitation, a prospectus that includes any information previously omitted from
      a
      prospectus filed as part of an effective registration statement in reliance
      upon
      Rule 430A promulgated under the Securities Act), as amended or supplemented
      by
      any prospectus supplement, with respect to the terms of the offering of any
      portion of the Registrable Securities covered by a Registration Statement,
      and
      all other amendments and supplements to the Prospectus, including post-effective
      amendments, and all material incorporated by reference or deemed to be
      incorporated by reference in such Prospectus.

     

    “Registrable
      Securities” means all of the Shares issuable under the Purchase Agreement
      and any shares issued under Section 2.b of this agreement, together with any
      shares of Common Stock issued or issuable upon any stock split, dividend or
      other distribution, recapitalization or similar event with respect to the
      foregoing. 

     

    “Registration
      Statement”
means
      the registration statements required to be filed hereunder and any additional
      registration statements contemplated by Section 3(c), including (in each case)
      the Prospectus, amendments and supplements to such registration statement or
      Prospectus, including pre- and post-effective amendments, all exhibits thereto,
      and all material incorporated by reference or deemed to be incorporated by
      reference in such registration statement.

     

    “Rule
      415”
means
      Rule 415 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same purpose and
      effect as such Rule.

     

    “Rule
      424”
means
      Rule 424 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same purpose and
      effect as such Rule.

     

    “Selling
      Shareholder Questionnaire”
shall
      have the meaning set forth in Section 3(a).

     

    
      
        
        

      

      
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    2.  Registration.

     

    (a)  On
      or
      prior to each Filing Date, the Company shall prepare and file with the
      Commission a Registration Statement covering the resale of 100% of the
      Registrable Securities on such Filing Date for an offering to be made on a
      continuous basis pursuant to Rule 415. The Registration Statement shall be
      on
      Form S-3 (except if the Company is not then eligible to register for resale
      the
      Registrable Securities on Form S-3, in which case such registration shall be
      on
      another appropriate form in accordance herewith) and shall contain (unless
      otherwise directed by the Holders) substantially the “Plan
      of
      Distribution”
attached
      hereto as Annex
      A.
      Subject
      to the terms of this Agreement, the Company shall use its best efforts to cause
      a Registration Statement to be declared effective under the Securities Act
      as
      promptly as possible after the filing thereof, but in any event prior to the
      applicable Effectiveness Date, and shall use its best efforts to keep such
      Registration Statement continuously effective under the Securities Act until
      all
      Registrable Securities covered by such Registration Statement have been sold
      or
      may be sold without volume restrictions pursuant to Rule 144(k) as determined
      by
      the counsel to the Company pursuant to a written opinion letter to such effect,
      addressed and acceptable to the Company’s transfer agent and the affected
      Holders (the “Effectiveness
      Period”).
      The
      Company shall telephonically request effectiveness of a Registration Statement
      as of 5:00 pm Eastern Time on a Trading Day. The Company shall immediately
      notify the Holders via facsimile of the effectiveness of a Registration
      Statement on the same Trading Day that the Company telephonically confirms
      effectiveness with the Commission, which shall be the date requested for
      effectiveness of a Registration Statement. Failure to so notify the Holder
      within 2 Trading Days of such notification shall be deemed an Event under
      Section 2(b).

     

    (b)  If:
      (i) a Registration Statement is not filed on or prior to its Filing Date, or
      (ii) the Company fails to file with the Commission a request for acceleration
      in
      accordance with Rule 461 promulgated under the Securities Act, within five
      Trading Days of the date that the Company is notified (orally or in writing,
      whichever is earlier) by the Commission that a Registration Statement will
      not
      be “reviewed,” or not subject to further review, or (iii) prior to its
      Effectiveness Date, the Company fails to file a pre-effective amendment and
      otherwise respond in writing to comments made by the Commission in respect
      of
      such Registration Statement within 20 Trading Days after the receipt of comments
      by or notice from the Commission that such amendment is required in order for
      a
      Registration Statement to be declared effective, or (iv) a Registration
      Statement filed or required to be filed hereunder is not declared effective
      by
      the Commission by its Effectiveness Date, or (v) either
      (1) after the Effectiveness Date, a Registration
      Statement that was filed on Form S-3 ceases for any reason
      to remain continuously effective as to all Registrable Securities for which
      it
      is required to be effective, or the Holders are not permitted to utilize the
      Prospectus therein to resell such Registrable Securities for 10 consecutive
      calendar days but no more than an aggregate of 15 calendar days during any
      12-month period (which need not be consecutive Trading Days) or (2) after the
      Effectiveness Date, a Registration Statement that was filed on Form S-1 ceases
      for any reason to remain continuously effective as to all Registrable Securities
      for which it is required to be effective, or the Holders are not permitted
      to
      utilize the Prospectus therein to resell such Registrable Securities for 20
      consecutive calendar days but no more than an aggregate of 30 calendar days
      during any 12-month period (which need not be consecutive Trading Days), or
      (vi)
      the Company fails to obtain the necessary approvals for the listing of the
      Shares as is contemplated by Section 4.9 of the Purchase Agreement (any such
      failure or breach being referred to as an “Event”, and for purposes of clause
      (i) or (iv) the date on which such Event occurs, or for purposes of clause
      (ii)
      the date on which such five Trading Day period is exceeded, or for purposes
      of
      clause (iii) the date which such 10 Trading Day period is exceeded, or for
      purposes of clause (v) the date on which such 10 or 15 calendar day period,
      as
      applicable, is exceeded being referred to as “Event Date”), then in addition to
      any other rights the Holders may have hereunder or under applicable law, on
      each
      such Event Date and on each monthly anniversary of each such Event Date (if
      the
      applicable Event shall not have been cured by such date) until the applicable
      Event is cured, the Company shall pay to each Holder an amount in
      cash or additional shares at the option of the Company, as
      partial liquidated damages and not as a penalty, equal to 5% of the aggregate
      purchase price paid by such Holder pursuant to the Purchase Agreement for any
      Registrable Securities then held by such Holder with respect to an Event Date
      and each of the first six monthly anniversaries thereof, and equal to 10% of
      such aggregate purchase price with respect to each monthly anniversary
      thereafter. If the Company fails to pay any partial liquidated damages pursuant
      to this Section in full within seven days after the date payable, the Company
      will pay interest thereon at a rate of 10% per annum (or such lesser maximum
      amount that is permitted to be paid by applicable law) to the Holder, accruing
      daily from the date such partial liquidated damages are due until such amounts,
      plus all such interest thereon, are paid in full. The partial liquidated damages
      pursuant to the terms hereof shall apply on a daily pro-rata basis for any
      portion of a month prior to the cure of an Event.

     

    
      
        
        

      

      
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    3.  Registration
      Procedures

     

    In
      connection with the Company’s registration obligations hereunder, the Company
      shall:

     

    (a)  Prior
      to
      the filing of each Registration Statement or any related Prospectus or any
      material amendment or supplement thereto (including any document that would
      be
      incorporated or deemed to be incorporated therein by reference), the Company
      shall, (i) furnish to each Holder copies of all such documents proposed to
      be
      filed, which documents (other than those incorporated or deemed to be
      incorporated by reference) will be subject to the review of such Holders, and
      (ii) cause its officers and directors, counsel and independent certified public
      accountants to respond to such inquiries as shall be necessary, in the
      reasonable opinion of respective counsel to conduct a reasonable investigation
      within the meaning of the Securities Act. The Company shall not file a
      Registration Statement or any such Prospectus or any amendments or supplements
      thereto to which the Holders of a majority of the Registrable Securities shall
      reasonably object in good faith, provided that, the Company is notified of
      such
      objection in writing no later than two Trading Days after the Holders have
      been
      so furnished copies of such documents. Each Holder agrees to furnish to the
      Company a completed Questionnaire in the form attached to this Agreement as
      Annex B (a “Selling
      Shareholder Questionnaire”)
      not
      less than two Trading Days prior to the Filing Date or by the end of the second
      Trading Day following the date on which such Holder receives draft materials
      in
      accordance with this Section.

     

    
      
        
        

      

      
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    (b)  (i)
      Prepare and file with the Commission such amendments, including post-effective
      amendments, to a Registration Statement and the Prospectus used in connection
      therewith as may be necessary to keep a Registration Statement continuously
      effective as to the applicable Registrable Securities for the Effectiveness
      Period and prepare and file with the Commission such additional Registration
      Statements in order to register for resale under the Securities Act all of
      the
      Registrable Securities; (ii) cause the related Prospectus to be amended or
      supplemented by any required Prospectus supplement (subject to the terms of
      this
      Agreement), and as so supplemented or amended to be filed pursuant to Rule
      424;
      (iii) respond as promptly as reasonably practicable to any comments received
      from the Commission with respect to a Registration Statement or any amendment
      thereto and as promptly as reasonably practicable provide the Holders true
      and
      complete copies of all correspondence from and to the Commission relating to
      a
      Registration Statement; and (iv) comply in all material respects with the
      provisions of the Securities Act and the Exchange Act with respect to the
      disposition of all Registrable Securities covered by a Registration Statement
      during the applicable period in accordance (subject to the terms of this
      Agreement) with the intended methods of disposition by the Holders thereof
      set
      forth in such Registration Statement as so amended or in such Prospectus as
      so
      supplemented.

     

    (c)  If
      during
      the Effectiveness Period, the number of Registrable Securities at any time
      exceeds 90% of the number of shares of Common Stock then registered in a
      Registration Statement, then the Company shall file as soon as reasonably
      practicable but in any case prior to the applicable Filing Date, an additional
      Registration Statement covering the resale by the Holders of not less than
      100%
      of the number of such Registrable Securities.

     

    (d)  Notify
      the Holders of Registrable Securities to be sold (which notice
      shall, pursuant to clauses (ii) through (vi) hereof, be
      accompanied by an instruction to suspend the use of the Prospectus until the
      requisite changes have been made) as promptly as reasonably possible (and,
      in
      the case of (i)(A) below, not less than two Trading Days prior to such filing)
      and (if requested by any such Person) confirm such notice in writing no later
      than one Trading Day following the day (i)(A) when a Prospectus or any
      Prospectus supplement or post-effective amendment to a Registration Statement
      is
      proposed to be filed; (B) when the Commission notifies the Company whether
      there
      will be a “review” of such Registration Statement and whenever the Commission
      comments in writing on such Registration Statement (the Company shall provide
      true and complete copies thereof and all written responses thereto to each
      of
      the Holders); and (C) with respect to a Registration Statement or any
      post-effective amendment, when the same has become effective; (ii) of any
      request by the Commission or any other Federal or state governmental authority
      for amendments or supplements to a Registration Statement or Prospectus or
      for
      additional information; (iii) of the issuance by the Commission or any other
      federal or state governmental authority of any stop order suspending the
      effectiveness of a Registration Statement covering any or all of the Registrable
      Securities or the initiation of any Proceedings for that purpose; (iv) of the
      receipt by the Company of any notification with respect to the suspension of
      the
      qualification or exemption from qualification of any of the Registrable
      Securities for sale in any jurisdiction, or the initiation or threatening of
      any
      Proceeding for such purpose; (v) of the occurrence of any event or passage
      of
      time that makes the financial statements included in a Registration Statement
      ineligible for inclusion therein or any statement made in a Registration
      Statement or Prospectus or any document incorporated or deemed to be
      incorporated therein by reference untrue in any material respect or that
      requires any revisions to a Registration Statement, Prospectus or other
      documents so that, in the case of a Registration Statement or the Prospectus,
      as
      the case may be, it will not contain any untrue statement of a material fact
      or
      omit to state any material fact required to be stated therein or necessary
      to
      make the statements therein, in light of the circumstances under which they
      were
      made, not misleading; and (vi) the occurrence or existence of any pending
      corporate development with respect to the Company that the Company believes
      may
      be material and that, in the determination of the Company, makes it not in
      the
      best interest of the Company to allow continued availability of a Registration
      Statement or Prospectus; provided that any and all of such information shall
      remain confidential to each Holder until such information otherwise becomes
      public, unless disclosure by a Holder is required by law; provided, further,
      notwithstanding each Holder’s agreement to keep such information confidential,
      the Holders make no acknowledgement that any such information is material,
      non-public information.

     

    
      
        
        

      

      
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    (e)  Use
      its
      best efforts to avoid the issuance of, or, if issued, obtain the withdrawal
      of
      (i) any order suspending the effectiveness of a Registration Statement, or
      (ii)
      any suspension of the qualification (or exemption from qualification) of any
      of
      the Registrable Securities for sale in any jurisdiction, at the earliest
      practicable moment.

     

    (f)  Promptly
      deliver to each Holder, without charge, as many copies of the Prospectus or
      Prospectuses (including each form of prospectus) and each amendment or
      supplement thereto as such Persons may reasonably request in connection with
      resales by the Holder of Registrable Securities. 

     

    (g)  If
      NASDR
      Rule 2710 requires any broker-dealer to make a filing prior to executing a
      sale
      by a Holder, the Company shall (i) make an Issuer Filing with the NASDR, Inc.
      Corporate Financing Department pursuant to NASDR Rule 2710(b)(10)(A)(i), (ii)
      respond within five Trading Days to any comments received from NASDR in
      connection therewith, and (iii) pay the filing fee required in connection
      therewith.

     

    (h)  Prior
      to
      any resale of Registrable Securities by a Holder, use its commercially
      reasonable efforts to register or qualify or cooperate with the selling Holders
      in connection with the registration or qualification (or exemption from the
      Registration or qualification) of such Registrable Securities for the resale
      by
      the Holder under the securities or Blue Sky laws of such jurisdictions within
      the United States as any Holder reasonably requests in writing, to keep each
      registration or qualification (or exemption therefrom) effective during the
      Effectiveness Period and to do any and all other acts or things reasonably
      necessary to enable the disposition in such jurisdictions of the Registrable
      Securities covered by each Registration Statement; provided, that the Company
      shall not be required to qualify generally to do business in any jurisdiction
      where it is not then so qualified, subject the Company to any material tax
      in
      any such jurisdiction where it is not then so subject or file a general consent
      to service of process in any such jurisdiction.

     

    
      
        
        

      

      
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    (i)  If
      requested by the Holders, cooperate with the Holders to facilitate the timely
      preparation and delivery of certificates representing Registrable Securities
      to
      be delivered to a transferee pursuant to a Registration Statement, which
      certificates shall be free, to the extent permitted by the Purchase Agreement,
      of all restrictive legends, and to enable such Registrable Securities to be
      in
      such denominations and registered in such names as any such Holders may
      request.

     

    (j)  Upon
      the
      occurrence of any event contemplated by this Section 3, as promptly as
      reasonably possible under the circumstances taking into account the Company’s
      good faith assessment of any adverse consequences to the Company and its
      stockholders of the premature disclosure of such event, prepare a supplement
      or
      amendment, including a post-effective amendment, to a Registration Statement
      or
      a supplement to the related Prospectus or any document incorporated or deemed
      to
      be incorporated therein by reference, and file any other required document
      so
      that, as thereafter delivered, neither a Registration Statement nor such
      Prospectus will contain an untrue statement of a material fact or omit to state
      a material fact required to be stated therein or necessary to make the
      statements therein, in light of the circumstances under which they were made,
      not misleading. The Company shall be entitled to exercise its right under this
      Section 3(i) to suspend the availability of a Registration Statement and
      Prospectus, subject to the payment of partial liquidated damages pursuant to
      Section 2(b), for a period not to exceed 60 days (which need not be consecutive
      days) in any 12 month period.

     

    (k)  Comply
      with all applicable rules and regulations of the Commission in all material
      respects.

     

    (l)  The
      Company may require each selling Holder to furnish to the Company a certified
      statement as to the number of shares of Common Stock beneficially owned by
      such
      Holder and, if required by the Commission, the person thereof that has voting
      and dispositive control over the Shares. During any periods that the Company
      is
      unable to meet its obligations hereunder with respect to the registration of
      the
      Registrable Securities solely because any Holder fails to furnish such
      information within three Trading Days of the Company’s request, any liquidated
      damages that are accruing at such time as to such Holder only shall be tolled
      and any Event that may otherwise occur solely because of such delay shall be
      suspended as to such Holder only, until such information is delivered to the
      Company.

     

    4.  Registration
      Expenses.
      All fees
      and expenses incident to the performance of or compliance with this Agreement
      by
      the Company shall be borne by the Company whether or not any Registrable
      Securities are sold pursuant to a Registration Statement. The fees and expenses
      referred to in the foregoing sentence shall include, without limitation, (i)
      all
      registration and filing fees (including, without limitation, fees and expenses
      (A) with respect to filings required to be made with the Trading Market on
      which
      the Common Stock is then listed for trading, (B) in compliance with applicable
      state securities or Blue Sky laws reasonably agreed to by the Company in writing
      (including, without limitation, fees and disbursements of counsel for the
      Company in connection with Blue Sky qualifications or exemptions of the
      Registrable Securities and determination of the eligibility of the Registrable
      Securities for investment under the laws of such jurisdictions as requested
      by
      the Holders) and (C) if not previously paid by the Company in connection with
      an
      Issuer Filing, with respect to any filing that may be required to be made by
      any
      broker through which a Holder intends to make sales of Registrable Securities
      with NASD Regulation, Inc. pursuant to the NASD Rule 2710, so long as the broker
      is receiving no more than a customary brokerage commission in connection with
      such sale, (ii) printing expenses (including, without limitation, expenses
      of
      printing certificates for Registrable Securities and of printing prospectuses
      if
      the printing of prospectuses is reasonably requested by the holders of a
      majority of the Registrable Securities included in a Registration Statement),
      (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements
      of
      counsel for the Company, (v) Securities Act liability insurance, if the Company
      so desires such insurance, and (vi) fees and expenses of all other Persons
      retained by the Company in connection with the consummation of the transactions
      contemplated by this Agreement. In addition, the Company shall be responsible
      for all of its internal expenses incurred in connection with the consummation
      of
      the transactions contemplated by this Agreement (including, without limitation,
      all salaries and expenses of its officers and employees performing legal or
      accounting duties), the expense of any annual audit and the fees and expenses
      incurred in connection with the listing of the Registrable Securities on any
      securities exchange as required hereunder. In no event shall the Company be
      responsible for any broker or similar commissions or, except to the extent
      provided for in the Transaction Documents, any legal fees or other costs of
      the
      Holders.

     

    
      
        
        

      

      
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    5.  Indemnification

     

    (a)  Indemnification
      by the Company.
      The
      Company shall, notwithstanding any termination of this Agreement, indemnify
      and
      hold harmless each Holder, the officers, directors, agents, brokers (including
      brokers who offer and sell Registrable Securities as principal as a result
      of a
      pledge or any failure to perform under a margin call of Common Stock),
      investment advisors and employees of each of them, each Person who controls
      any
      such Holder (within the meaning of Section 15 of the Securities Act or Section
      20 of the Exchange Act) and the officers, directors, agents and employees of
      each such controlling Person, to the fullest extent permitted by applicable
      law,
      from and against any and all losses, claims, damages, liabilities, costs
      (including, without limitation, reasonable attorneys’ fees) and expenses
      (collectively, “Losses”),
      as
      incurred, arising out of or relating to any untrue or alleged untrue statement
      of a material fact contained in a Registration Statement, any Prospectus or
      any
      form of prospectus or in any amendment or supplement thereto or in any
      preliminary prospectus, or arising out of or relating to any omission or alleged
      omission of a material fact required to be stated therein or necessary to make
      the statements therein (in the case of any Prospectus or form of prospectus
      or
      supplement thereto, in light of the circumstances under which they were made)
      not misleading, except to the extent, but only to the extent, that (i) such
      untrue statements or omissions are based solely upon information regarding
      such
      Holder furnished in writing to the Company by such Holder expressly for use
      therein, or to the extent that such information relates to such Holder or such
      Holder’s proposed method of distribution of Registrable Securities and was
      reviewed and expressly approved in writing by such Holder expressly for use
      in a
      Registration Statement, such Prospectus or such form of Prospectus or in any
      amendment or supplement thereto (it being understood that the Holder has
      approved Annex A hereto for this purpose) or (ii) in the case of an occurrence
      of an event of the type specified in Section 3(d)(ii)-(vi), the use by such
      Holder of an outdated or defective Prospectus after the Company has notified
      such Holder in writing that the Prospectus is outdated or defective and prior
      to
      the receipt by such Holder of the Advice contemplated in Section 6(d). The
      Company shall notify the Holders promptly of the institution, threat or
      assertion of any Proceeding arising from or in connection with the transactions
      contemplated by this Agreement of which the Company is aware.

     

    
      
        
        

      

      
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    (b)  Indemnification
      by Holders.
      Each
      Holder shall, severally and not jointly, indemnify and hold harmless the
      Company, its directors, officers, agents and employees, each Person who controls
      the Company (within the meaning of Section 15 of the Securities Act and Section
      20 of the Exchange Act), and the directors, officers, agents or employees of
      such controlling Persons, to the fullest extent permitted by applicable law,
      from and against all Losses, as incurred, to the extent arising out of or based
      solely upon: (x) such Holder’s failure to comply with the prospectus delivery
      requirements of the Securities Act or (y) any untrue or alleged untrue statement
      of a material fact contained in any Registration Statement, any Prospectus,
      or
      any form of prospectus, or in any amendment or supplement thereto or in any
      preliminary prospectus, or arising out of or relating to any omission or alleged
      omission of a material fact required to be stated therein or necessary to make
      the statements therein not misleading (i) to the extent, but only to the extent,
      that such untrue statement or omission is contained in any information so
      furnished in writing by such Holder to the Company specifically for inclusion
      in
      such Registration Statement or such Prospectus or (ii) to the extent that (1)
      such untrue statements or omissions are based solely upon information regarding
      such Holder furnished in writing to the Company by such Holder expressly for
      use
      therein, or to the extent that such information relates to such Holder or such
      Holder’s proposed method of distribution of Registrable Securities and was
      reviewed and expressly approved in writing by such Holder expressly for use
      in a
      Registration Statement (it being understood that the Holder has approved Annex
      A
      hereto for this purpose), such Prospectus or such form of Prospectus or in
      any
      amendment or supplement thereto or (2) in the case of an occurrence of an event
      of the type specified in Section 3(d)(ii)-(vi), the use by such Holder of an
      outdated or defective Prospectus after the Company has notified such Holder
      in
      writing that the Prospectus is outdated or defective and prior to the receipt
      by
      such Holder of the Advice contemplated in Section 6(d). In no event shall the
      liability of any selling Holder hereunder be greater in amount than the dollar
      amount of the net proceeds received by such Holder upon the sale of the
      Registrable Securities giving rise to such indemnification
      obligation.

     

    (c)  Conduct
      of Indemnification Proceedings.
      If any
      Proceeding shall be brought or asserted against any Person entitled to indemnity
      hereunder (an “Indemnified
      Party”),
      such
      Indemnified Party shall promptly notify the Person from whom indemnity is sought
      (the “Indemnifying
      Party”)
      in
      writing, and the Indemnifying Party shall have the right to assume the defense
      thereof, including the employment of counsel reasonably satisfactory to the
      Indemnified Party and the payment of all fees and expenses incurred in
      connection with defense thereof; provided, that the failure of any Indemnified
      Party to give such notice shall not relieve the Indemnifying Party of its
      obligations or liabilities pursuant to this Agreement, except (and only) to
      the
      extent that it shall be finally determined by a court of competent jurisdiction
      (which determination is not subject to appeal or further review) that such
      failure shall have prejudiced the Indemnifying Party.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    An
      Indemnified Party shall have the right to employ separate counsel in any such
      Proceeding and to participate in the defense thereof, but the fees and expenses
      of such counsel shall be at the expense of such Indemnified Party or Parties
      unless: (1) the Indemnifying Party has agreed in writing to pay such fees and
      expenses; (2) the Indemnifying Party shall have failed promptly to assume the
      defense of such Proceeding and to employ counsel reasonably satisfactory to
      such
      Indemnified Party in any such Proceeding; or (3) the named parties to any such
      Proceeding (including any impleaded parties) include both such Indemnified
      Party
      and the Indemnifying Party, and such Indemnified Party shall reasonably believe
      that a material conflict of interest is likely to exist if the same counsel
      were
      to represent such Indemnified Party and the Indemnifying Party (in which case,
      if such Indemnified Party notifies the Indemnifying Party in writing that it
      elects to employ separate counsel at the expense of the Indemnifying Party,
      the
      Indemnifying Party shall not have the right to assume the defense thereof and
      the reasonable fees and expenses of one separate counsel shall be at the expense
      of the Indemnifying Party). The Indemnifying Party shall not be liable for
      any
      settlement of any such Proceeding effected without its written consent, which
      consent shall not be unreasonably withheld. No Indemnifying Party shall, without
      the prior written consent of the Indemnified Party, effect any settlement of
      any
      pending Proceeding in respect of which any Indemnified Party is a party, unless
      such settlement includes an unconditional release of such Indemnified Party
      from
      all liability on claims that are the subject matter of such
      Proceeding.

     

    Subject
      to
      the terms of this Agreement, all reasonable fees and expenses of the Indemnified
      Party (including reasonable fees and expenses to the extent incurred in
      connection with investigating or preparing to defend such Proceeding in a manner
      not inconsistent with this Section) shall be paid to the Indemnified Party,
      as
      incurred, within ten Trading Days of written notice thereof to the Indemnifying
      Party; provided,
      that the
      Indemnified Party shall promptly reimburse the Indemnifying Party for that
      portion of such fees and expenses applicable to such actions for which such
      Indemnified Party is not entitled to indemnification hereunder, determined
      based
      upon the relative faults of the parties.

     

    (d)  Contribution.
      If the
      indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified
      Party or insufficient to hold an Indemnified Party harmless for any Losses,
      then
      each Indemnifying Party shall contribute to the amount paid or payable by such
      Indemnified Party, in such proportion as is appropriate to reflect the relative
      fault of the Indemnifying Party and Indemnified Party in connection with the
      actions, statements or omissions that resulted in such Losses as well as any
      other relevant equitable considerations. The relative fault of such Indemnifying
      Party and Indemnified Party shall be determined by reference to, among other
      things, whether any action in question, including any untrue or alleged untrue
      statement of a material fact or omission or alleged omission of a material
      fact,
      has been taken or made by, or relates to information supplied by, such
      Indemnifying Party or Indemnified Party, and the parties’ relative intent,
      knowledge, access to information and opportunity to correct or prevent such
      action, statement or omission. The amount paid or payable by a party as a result
      of any Losses shall be deemed to include, subject to the limitations set forth
      in this Agreement, any reasonable attorneys’ or other reasonable fees or
      expenses incurred by such party in connection with any Proceeding to the extent
      such party would have been indemnified for such fees or expenses if the
      indemnification provided for in this Section was available to such party in
      accordance with its terms.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    The
      parties hereto agree that it would not be just and equitable if contribution
      pursuant to this Section 5(d) were determined by pro rata allocation or by
      any
      other method of allocation that does not take into account the equitable
      considerations referred to in the immediately preceding paragraph.
      Notwithstanding the provisions of this Section 5(d), no Holder shall be required
      to contribute, in the aggregate, any amount in excess of the amount by which
      the
      net proceeds actually received by such Holder from the sale of the Registrable
      Securities subject to the Proceeding exceeds the amount of any damages that
      such
      Holder has otherwise been required to pay by reason of such untrue or alleged
      untrue statement or omission or alleged omission, except in the case of fraud
      by
      such Holder.

     

    The
      indemnity and contribution agreements contained in this Section are in addition
      to any liability that the Indemnifying Parties may have to the Indemnified
      Parties.

     

    6.  Miscellaneous

     

    (a)  Remedies.
      In the
      event of a breach by the Company or by a Holder, of any of their obligations
      under this Agreement, each Holder or the Company, as the case may be, in
      addition to being entitled to exercise all rights granted by law and under
      this
      Agreement, including recovery of damages, will be entitled to specific
      performance of its rights under this Agreement. The Company and each Holder
      agree that monetary damages would not provide adequate compensation for any
      losses incurred by reason of a breach by it of any of the provisions of this
      Agreement and hereby further agrees that, in the event of any action for
      specific performance in respect of such breach, it shall waive the defense
      that
      a remedy at law would be adequate.

     

    (b)  No
      Piggyback on Registrations. Except as set forth on Schedule 6(b)
      attached hereto, neither the Company nor any of its security holders (other
      than
      the Holders in such capacity pursuant hereto) may include securities of the
      Company in the initial Registration Statement other than the Registrable
      Securities. Except as set forth on Schedule 6(b), no Person has any right to
      cause the Company to effect the registration under the Securities Act of any
      securities of the Company. The Company shall not file any other registration
      statements until the initial Registration Statement required hereunder is
      declared effective by the Commission, provided that this Section 6(b) shall
      not
      prohibit the Company from filing amendments to registration statements already
      filed.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    (c)  Compliance.
      Each
      Holder covenants and agrees that it will comply with the prospectus delivery
      requirements of the Securities Act as applicable to it in connection with sales
      of Registrable Securities pursuant to a Registration Statement.

     

    (d)  Discontinued
      Disposition. Each Holder agrees by its acquisition of such Registrable
      Securities that, upon receipt of a notice from the Company of the occurrence
      of
      any event of the kind relating to non-usability of the Registration Statement,
      such Holder will forthwith discontinue disposition of such Registrable
      Securities under a Registration Statement until such Holder’s receipt of the
      copies of the supplemented Prospectus and/or amended Registration Statement
      or
      until it is advised in writing (the “Advice”) by the Company that the use
      of the applicable Prospectus may be resumed, and, in either case, has received
      copies of any additional or supplemental filings that are incorporated or deemed
      to be incorporated by reference in such Prospectus or Registration Statement.
      The Company will use its best efforts to ensure that the use of the Prospectus
      may be resumed as promptly as it practicable. The Company agrees and
      acknowledges that any periods during which the Holder is required to discontinue
      the disposition of the Registrable Securities hereunder shall be subject to
      the
      provisions of Section 2(b).

     

    (e)  Piggy-Back
      Registrations.
      If at
      any time during the Effectiveness Period there is not an effective Registration
      Statement covering all of the Registrable Securities and the Company shall
      determine to prepare and file with the Commission a registration statement
      relating to an offering for its own account or the account of others under
      the
      Securities Act of any of its equity securities, other than on Form S-4 or Form
      S-8 (each as promulgated under the Securities Act) or their then equivalents
      relating to equity securities to be issued solely in connection with any
      acquisition of any entity or business or equity securities issuable in
      connection with the stock option or other employee benefit plans, then the
      Company shall send to each Holder a written notice of such determination and,
      if
      within fifteen days after the date of such notice, any such Holder shall so
      request in writing, the Company shall include in such registration statement
      all
      or any part of such Registrable Securities such Holder requests to be
      registered; provided,
      however,
      that,
      the Company shall not be required to register any Registrable Securities
      pursuant to this Section 6(e) that are eligible for resale pursuant to Rule
      144(k) promulgated under the Securities Act or that are the subject of a then
      effective Registration Statement.

     

    (f)  Amendments
      and Waivers.
      The
      provisions of this Agreement, including the provisions of this sentence, may
      not
      be amended, modified or supplemented, and waivers or consents to departures
      from
      the provisions hereof may not be given, unless the same shall be in writing
      and
      signed by the Company and each Holder of the then outstanding Registrable
      Securities. Notwithstanding the foregoing, a waiver or consent to depart from
      the provisions hereof with respect to a matter that relates exclusively to
      the
      rights of Holders and that does not directly or indirectly affect the rights
      of
      other Holders may be given by Holders of all of the Registrable Securities
      to
      which such waiver or consent relates; provided,
      however,
      that the
      provisions of this sentence may not be amended, modified, or supplemented except
      in accordance with the provisions of the immediately preceding
      sentence.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    (g)  Notices.
      Any and
      all notices or other communications or deliveries required or permitted to
      be
      provided hereunder shall be delivered as set forth in the Purchase
      Agreement.

     

    (h)  Successors
      and Assigns.
      This
      Agreement shall inure to the benefit of and be binding upon the successors
      and
      permitted assigns of each of the parties and shall inure to the benefit of
      each
      Holder. The Company may not assign its rights or obligations hereunder without
      the prior written consent of all of the Holders of the then-outstanding
      Registrable Securities. Each Holder may assign their respective rights hereunder
      in the manner and to the Persons as permitted under the Purchase
      Agreement.

     

    (i)  No
      Inconsistent Agreements.
      Neither
      the Company nor any of its subsidiaries has entered, as of the date hereof,
      nor
      shall the Company or any of its subsidiaries, on or after the date of this
      Agreement, enter into any agreement with respect to its securities, that would
      have the effect of impairing the rights granted to the Holders in this Agreement
      or otherwise conflicts with the provisions hereof. Except as set forth on
Schedule
      6(i),
      neither
      the Company nor any of its subsidiaries has previously entered into any
      agreement granting any registration rights with respect to any of its securities
      to any Person that have not been satisfied in full.

     

    (j)  Execution
      and Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed shall be deemed to be an original and, all of which taken together
      shall constitute one and the same Agreement. In the event that any signature
      is
      delivered by facsimile transmission, such signature shall create a valid binding
      obligation of the party executing (or on whose behalf such signature is
      executed) the same with the same force and effect as if such facsimile signature
      were the original thereof.

     

    (k)  Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement shall be determined with the provisions of the Purchase
      Agreement.

     

    (l)  Cumulative
      Remedies.
      The
      remedies provided herein are cumulative and not exclusive of any remedies
      provided by law.

     

    (m)  Severability.
      If any
      term, provision, covenant or restriction of this Agreement is held by a court
      of
      competent jurisdiction to be invalid, illegal, void or unenforceable, the
      remainder of the terms, provisions, covenants and restrictions set forth herein
      shall remain in full force and effect and shall in no way be affected, impaired
      or invalidated, and the parties hereto shall use their commercially reasonable
      efforts to find and employ an alternative means to achieve the same or
      substantially the same result as that contemplated by such term, provision,
      covenant or restriction. It is hereby stipulated and declared to be the
      intention of the parties that they would have executed the remaining terms,
      provisions, covenants and restrictions without including any of such that may
      be
      hereafter declared invalid, illegal, void or unenforceable.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    (n)  Headings.
      The
      headings in this Agreement are for convenience of reference only and shall
      not
      limit or otherwise affect the meaning hereof.

     

    (o)  Independent
      Nature of Holders’ Obligations and Rights.
      The
      obligations of each Holder hereunder are several and not joint with the
      obligations of any other Holder hereunder, and no Holder shall be responsible
      in
      any way for the performance of the obligations of any other Holder hereunder.
      Nothing contained herein or in any other agreement or document delivered at
      any
      closing, and no action taken by any Holder pursuant hereto or thereto, shall
      be
      deemed to constitute the Holders as a partnership, an association, a joint
      venture or any other kind of entity, or create a presumption that the Holders
      are in any way acting in concert with respect to such obligations or the
      transactions contemplated by this Agreement. Each Holder shall be entitled
      to
      protect and enforce its rights, including without limitation the rights arising
      out of this Agreement, and it shall not be necessary for any other Holder to
      be
      joined as an additional party in any proceeding for such purpose.

     

    *************************

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS
      WHEREOF, the parties have executed this Registration Rights Agreement as of
      the
      date first written above.

     

    
      
        	 	 	 
	 	
                SPATIALIGHT,
                  INC.

              
	 
 	 
 	 
 
	 	By:  	/s/ Theodore
                Banzhaf
	 	
                
Name:
                Theodore Banzhaf
	 	
                Title:
                  Executive Vice
                  President 

              


      



     

     

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    [SIGNATURE
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    Name
      of
      Holder: Central
      States, Southeast and Southwest Areas Pension Fund

    By:
      Wellington Management Company, LLP as investment advisors

    Signature
      of Authorized Signatory of Holder:
      /s/
      Julie Jenkins

    Name
      of
      Authorized Signatory: Julie
      A. Jenkins

    Title
      of
      Authorized Signatory: Vice
      President and Counsel

     

    


    


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    Name
      of
      Holder: SEI
      U.S. Small Companies Fund

    By:
      Wellington Management Company, LLP as investment advisors

    Signature
      of Authorized Signatory of Holder:
      /s/
      Julie Jenkins

    Name
      of
      Authorized Signatory: Julie
      A. Jenkins

    Title
      of
      Authorized Signatory: Vice
      President and Counsel

     

    


    


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    Name
      of
      Holder: SEI
      Institutional Managed Trust, Small Cap Growth Fund

    By:
      Wellington Management Company, LLP as investment advisors

    Signature
      of Authorized Signatory of Holder:
      /s/
      Julie Jenkins

    Name
      of
      Authorized Signatory: Julie
      A. Jenkins

    Title
      of
      Authorized Signatory: Vice
      President and Counsel

     

    


    


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    Name
      of
      Holder: SEI
      Institutional Investments Trust, Small Cap Fund

    By:
      Wellington Management Company, LLP as investment advisors

    Signature
      of Authorized Signatory of Holder:
      /s/
      Julie Jenkins

    Name
      of
      Authorized Signatory: Julie
      A. Jenkins

    Title
      of
      Authorized Signatory: Vice
      President and Counsel

     

    


    


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    Name
      of
      Holder: SEI
      Institutional Investments Trust, Small/Mid Cap Equity Fund

    By:
      Wellington Management Company, LLP as investment advisors

    Signature
      of Authorized Signatory of Holder:
      /s/
      Julie Jenkins

    Name
      of
      Authorized Signatory: Julie
      A. Jenkins

    Title
      of
      Authorized Signatory: Vice
      President and Counsel

     

    


    


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    Name
      of
      Holder: Optimix
      Investment Management Limited

    By:
      Wellington Management Company, LLP as investment advisors

    Signature
      of Authorized Signatory of Holder:
      /s/
      Julie Jenkins

    Name
      of
      Authorized Signatory: Julie
      A. Jenkins

    Title
      of
      Authorized Signatory: Vice
      President and Counsel

     

    


    


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    Name
      of
      Holder: Seligman
      Global Fund Series, Inc. – Global Smaller Companies Fund

    By:
      Wellington Management Company, LLP as investment advisors

    Signature
      of Authorized Signatory of Holder:
      /s/
      Julie Jenkins

    Name
      of
      Authorized Signatory: Julie
      A. Jenkins

    Title
      of
      Authorized Signatory: Vice
      President and Counsel

    


    


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    Name
      of
      Holder: Wellington
      Management Portfolios (Dublin) plc – Global Smaller Companies Equity
      Portfolio 

    By:
      Wellington Management Company, LLP as investment advisors

    Signature
      of Authorized Signatory of Holder:
      /s/
      Julie Jenkins

    Name
      of
      Authorized Signatory: Julie
      A. Jenkins

    Title
      of
      Authorized Signatory: Vice
      President and Counsel

     

    


    


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    Name
      of
      Holder: Telstra
      Super Pty Ltd

    By:
      Wellington Management Company, LLP as investment advisors

    Signature
      of Authorized Signatory of Holder:
      /s/
      Julie Jenkins

    Name
      of
      Authorized Signatory: Julie
      A. Jenkins

    Title
      of
      Authorized Signatory: Vice
      President and Counsel

     

    


    


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    Name
      of
      Holder: JB
      Were
      Global Small Companies Pooled Fund

    By:
      Wellington Management Company, LLP as investment advisors

    Signature
      of Authorized Signatory of Holder:
      /s/
      Julie Jenkins

    Name
      of
      Authorized Signatory: Julie
      A. Jenkins

    Title
      of
      Authorized Signatory: Vice
      President and Counsel

    


    


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    Name
      of
      Holder: Retail
      Employees Superannuation Trust

    By:
      Wellington Management Company, LLP as investment advisors

    Signature
      of Authorized Signatory of Holder:
      /s/
      Julie Jenkins

    Name
      of
      Authorized Signatory: Julie
      A. Jenkins

    Title
      of
      Authorized Signatory: Vice
      President and Counsel

     

    


    


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    Name
      of
      Holder: Australian
      Retirement Fund

    By:
      Wellington Management Company, LLP as investment advisors

    Signature
      of Authorized Signatory of Holder:
      /s/
      Julie Jenkins

    Name
      of
      Authorized Signatory: Julie
      A. Jenkins

    Title
      of
      Authorized Signatory: Vice
      President and Counsel

     

    


    


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    Name
      of
      Holder: JB
      Were
      Global Small Companies Fund - CFS

    By:
      Wellington Management Company, LLP as investment advisors

    Signature
      of Authorized Signatory of Holder:
      /s/
      Julie Jenkins

    Name
      of
      Authorized Signatory: Julie
      A. Jenkins

    Title
      of
      Authorized Signatory: Vice
      President and Counsel

     

    


    


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    Name
      of
      Holder: BC
      Telecom Pension Plan for Management and Exempt Employees

    By:
      Wellington Management Company, LLP as investment advisors

    Signature
      of Authorized Signatory of Holder:
      /s/
      Julie Jenkins

    Name
      of
      Authorized Signatory: Julie
      A. Jenkins

    Title
      of
      Authorized Signatory: Vice
      President and Counsel

    


    


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    Name
      of
      Holder: Maritime
      Life Discovery Fund

    By:
      Wellington Management Company, LLP as investment advisors

    Signature
      of Authorized Signatory of Holder:
      /s/
      Julie Jenkins

    Name
      of
      Authorized Signatory: Julie
      A. Jenkins

    Title
      of
      Authorized Signatory: Vice
      President and Counsel

     

    


    


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    Name
      of
      Holder: Pension
      Plan for Management and Professionals of TELUS Corp - ALPHA

    By:
      Wellington Management Company, LLP as investment advisors

    Signature
      of Authorized Signatory of Holder:
      /s/
      Julie Jenkins

    Name
      of
      Authorized Signatory: Julie
      A. Jenkins

    Title
      of
      Authorized Signatory: Vice
      President and Counsel

     

    


    


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    Name
      of
      Holder: Talvest
      Small Cap Cdn. Equity Fund

    By:
      Wellington Management Company, LLP as investment advisors

    Signature
      of Authorized Signatory of Holder:
      /s/
      Julie Jenkins

    Name
      of
      Authorized Signatory: Julie
      A. Jenkins

    Title
      of
      Authorized Signatory: Vice
      President and Counsel

     

    


    


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    Name
      of
      Holder: Emergency
      Services Superannuation Board

    By:
      Wellington Management Company, LLP as investment advisors

    Signature
      of Authorized Signatory of Holder:
      /s/
      Julie Jenkins

    Name
      of
      Authorized Signatory: Julie
      A. Jenkins

    Title
      of
      Authorized Signatory: Vice
      President and Counsel

     

    


    


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    Name
      of
      Holder: Paulson
      Investment Company, Inc.

    Signature
      of Authorized Signatory of Holder:
      /s/Barbara James

    Name
      of
      Authorized Signatory: Barbara
      James

    Title
      of
      Authorized Signatory: Assistant
      Corporate Secretary

     

    


    


    [SIGNATURE
      PAGES CONTINUE]

     

    
      
        
        

      

      
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    [SIGNATURE
      PAGE OF HOLDERS TO HDTV RRA]

    


    Name
      of
      Holder: Braeburn
      Special Opportunities Fund, LLC

    Signature
      of Authorized Signatory of Holder:
      /s/
      Lee M. Canaan

    Name
      of
      Authorized Signatory: Lee
      M.
      Canaan

    Title
      of
      Authorized Signatory: Portfolio
      Manager

     

    


    


    [SIGNATURE
      PAGES CONTINUE]

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

    [SIGNATURE
      PAGE OF HOLDERS TO HDTV RRA]

    


    Name
      of
      Holder: Braeburn
      Special Opportunities Fund II, LLC

    Signature
      of Authorized Signatory of Holder:
      /s/
      Lee M. Canaan

    Name
      of
      Authorized Signatory: Lee
      M.
      Canaan

    Title
      of
      Authorized Signatory: Portfolio
      Manager

     

    


    


    [SIGNATURE
      PAGES CONTINUE]

    


    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

    ANNEX
      A

     

    Plan
      of
      Distribution

     

    Each
      Selling Stockholder (the “Selling
      Stockholders”)
      of the
      common stock (“Common
      Stock”)
      of
      Spatialight, Inc., a New York corporation (the “Company”)
      and any
      of their pledgees, assignees and successors-in-interest may, from time to time,
      sell any or all of their shares of Common Stock on the Trading Market or any
      other stock exchange, market or trading facility on which the shares are traded
      or in private transactions. These sales may be at fixed or negotiated prices.
      A
      Selling Stockholder may use any one or more of the following methods when
      selling shares:

     

    
      	·  	
              ordinary
                brokerage transactions and transactions in which the broker-dealer
                solicits purchasers;

            


    

     

    
      	·  	
              block
                trades in which the broker-dealer will attempt to sell the shares
                as agent
                but may position and resell a portion of the block as principal to
                facilitate the transaction;

            


    

     

    
      	·  	
              purchases
                by a broker-dealer as principal and resale by the broker-dealer for
                its
                account;

            


    

     

    
      	·  	
              an
                exchange distribution in accordance with the rules of the applicable
                exchange;

            


    

     

    
      	·  	
              privately
                negotiated transactions;

            


    

     

    
      	·  	
              settlement
                of short sales entered into after the effective date of the registration
                statement of which this prospectus is a
                part;

            


    

     

    
      	·  	
              broker-dealers
                may agree with the Selling Stockholders to sell a specified number
                of such
                shares at a stipulated price per
                share;

            


    

     

    
      	·  	
              a
                combination of any such methods of
                sale;

            


    

     

    
      	·  	
              through
                the writing or settlement of options or other hedging transactions,
                whether through an options exchange or otherwise;
                or

            


    

     

    
      	·  	
              any
                other method permitted pursuant to applicable
                law.

            


    

     

    The
      Selling Stockholders may also sell shares under Rule 144 under the Securities
      Act of 1933, as amended (the “Securities
      Act”),
      if
      available, rather than under this prospectus.

     

    Broker-dealers
      engaged by the Selling Stockholders may arrange for other brokers-dealers to
      participate in sales. Broker-dealers may receive commissions or discounts from
      the Selling Stockholders (or, if any broker-dealer acts as agent for the
      purchaser of shares, from the purchaser) in amounts to be negotiated, but,
      except as set forth in a supplement to this Prospectus, in the case of an agency
      transaction not in excess of a customary brokerage commission in compliance
      with
      NASDR Rule 2440; and in the case of a principal transaction a markup or markdown
      in compliance with NASDR IM-2440. 

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

    In
      connection with the sale of the Common Stock or interests therein, the Selling
      Stockholders may enter into hedging transactions with broker-dealers or other
      financial institutions, which may in turn engage in short sales of the Common
      Stock in the course of hedging the positions they assume. The Selling
      Stockholders may also sell shares of the Common Stock short and deliver these
      securities to close out their short positions, or loan or pledge the Common
      Stock to broker-dealers that in turn may sell these securities. The Selling
      Stockholders may also enter into option or other transactions with
      broker-dealers or other financial institutions or the creation of one or more
      derivative securities which require the delivery to such broker-dealer or other
      financial institution of shares offered by this prospectus, which shares such
      broker-dealer or other financial institution may resell pursuant to this
      prospectus (as supplemented or amended to reflect such
      transaction).

     

    The
      Selling Stockholders and any broker-dealers or agents that are involved in
      selling the shares may be deemed to be “underwriters” within the meaning of the
      Securities Act in connection with such sales. In such event, any commissions
      received by such broker_dealers or agents and any profit on the resale of the
      shares purchased by them may be deemed to be underwriting commissions or
      discounts under the Securities Act. Each Selling Stockholder has informed the
      Company that it does not have any written or oral agreement or understanding,
      directly or indirectly, with any person to distribute the Common Stock. In
      no
      event shall any broker-dealer receive fees, commissions and markups which,
      in
      the aggregate, would exceed eight percent (8%).

     

    The
      Company is required to pay certain fees and expenses incurred by the Company
      incident to the registration of the shares. The Company has agreed to indemnify
      the Selling Stockholders against certain losses, claims, damages and
      liabilities, including liabilities under the Securities Act. 

     

    Because
      Selling Stockholders may be deemed to be “underwriters” within the meaning of
      the Securities Act, they will be subject to the prospectus delivery requirements
      of the Securities Act. In addition, any securities covered by this prospectus
      which qualify for sale pursuant to Rule 144 under the Securities Act may be
      sold
      under Rule 144 rather than under this prospectus. Each Selling Stockholder
      has
      advised us that they have not entered into any written or oral agreements,
      understandings or arrangements with any underwriter or broker-dealer regarding
      the sale of the resale shares. There is no underwriter or coordinating broker
      acting in connection with the proposed sale of the resale shares by the Selling
      Stockholders.

     

    We
      agreed
      to keep this prospectus effective until the earlier of (i) the date on which
      the
      shares may be resold by the Selling Stockholders without registration and
      without regard to any volume limitations by reason of Rule 144(e) under the
      Securities Act or any other rule of similar effect or (ii) all of the shares
      have been sold pursuant to the prospectus or Rule 144 under the Securities
      Act
      or any other rule of similar effect. The resale shares will be sold only through
      registered or licensed brokers or dealers if required under applicable state
      securities laws. In addition, in certain states, the resale shares may not
      be
      sold unless they have been registered or qualified for sale in the applicable
      state or an exemption from the registration or qualification requirement is
      available and is complied with.

     

    Under
      applicable rules and regulations under the Exchange Act, any person engaged
      in
      the distribution of the resale shares may not simultaneously engage in market
      making activities with respect to the Common Stock for the applicable restricted
      period, as defined in Regulation M, prior to the commencement of the
      distribution. In addition, the Selling Stockholders will be subject to
      applicable provisions of the Exchange Act and the rules and regulations
      thereunder, including Regulation M, which may limit the timing of purchases
      and
      sales of shares of the Common Stock by the Selling Stockholders or any other
      person. We will make copies of this prospectus available to the Selling
      Stockholders and have informed them of the need to deliver a copy of this
      prospectus to each purchaser at or prior to the time of the sale.

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

    Annex
      B

     

    SPATIALIGHT,
      INC. 

     

    Selling
      Securityholder Notice and Questionnaire

     

    The
      undersigned beneficial owner of common stock, par value $.01 per share (the
      “Common
      Stock”),
      of
      SpatiaLight, Inc., a New York corporation (the “Company”),
      (the
“Registrable
      Securities”)
      understands that the Company has filed or intends to file with the Securities
      and Exchange Commission (the “Commission”)
      a
      registration statement on Form S-3 (the “Registration
      Statement”)
      for the
      registration and resale under Rule 415 of the Securities Act of 1933, as amended
      (the “Securities
      Act”),
      of the
      Registrable Securities, in accordance with the terms of the Registration Rights
      Agreement, dated as of January 12, 2006 (the “Registration
      Rights Agreement”),
      among
      the Company and the Purchasers named therein. A copy of the Registration Rights
      Agreement is available from the Company upon request at the address set forth
      below. All capitalized terms not otherwise defined herein shall have the
      meanings ascribed thereto in the Registration Rights Agreement.

     

    Certain
      legal consequences arise from being named as a selling securityholder in the
      Registration Statement and the related prospectus. Accordingly, holders and
      beneficial owners of Registrable Securities are advised to consult their own
      securities law counsel regarding the consequences of being named or not being
      named as a selling securityholder in the Registration Statement and the related
      prospectus.

     

    NOTICE

     

    The
      undersigned beneficial owner (the “Selling
      Securityholder”)
      of
      Registrable Securities hereby elects to include the Registrable Securities
      owned
      by it and listed below in Item 3 (unless otherwise specified under such Item
      3)
      in the Registration Statement.

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

     

    The
      undersigned hereby provides the following information to the Company and
      represents and warrants that such information is accurate:

     

    QUESTIONNAIRE

     

    1. Name.

    
      
         

      

      
        	 	(a)	Full Legal Name of Selling
                Securityholder 
	 	
              	 
	 	
              	 


      

       

    

    
       

    

    
      
        	 	
                (b)

              	
                Full
                  Legal Name of Registered Holder (if not the same as (a) above)
                  through
                  which Registrable Securities Listed in Item 3 below are
                  held: 

              
	 	
              	 
	 	
              	 


      



    
      
        	 	
                
                  (c)

                

              	
                
                  Full
                    Legal Name of Natural Control Person (which means a natural person
                    who
                    directly or indirectly alone or with others has power to vote
                    or dispose
                    of the securities covered by the questionnaire):

                

              
	 	
              	 
	 	
              	
                [   ] 

              


      



    2.
       Address
      for Notices to Selling Securityholder:

    
      	 
	 
	 
	
              Telephone:[                 
                ]     

            
	
              Fax:          
                [                 
                ]  

            
	
              Contact
                Person: 

            


    

    


    3.
      Beneficial Ownership of Registrable Securities:

     

    
      	 	(a)	
              Type
                and Number of Registrable Securities beneficially
                owned: 

            
	 	 	 
	 	
            	 
	 	
            	 


    

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

     

    4.
      Broker-Dealer Status:

     

    
      	 	
              (a)

            	
              Are
                you a broker-dealer?

            


    

     

    Yes
o No
o

     

    
      	 	
              (b)

            	
              If
                “yes” to Section 4(a), did you receive your Registrable Securities as
                compensation for investment banking services to the
                Company.

            


    

     

    Yes
o No
o

     

    
      	 	
              Note:

            	
              If
                no, the Commission’s staff has indicated that you should be identified as
                an underwriter in the Registration
                Statement.

            


    

     

    
      	 	
              (c)

            	
              Are
                you an affiliate of a
                broker-dealer?

            


    

     

    Yes
o No
o

     

    
      	 	
              (d)

            	
              If
                you are an affiliate of a broker-dealer, do you certify that you
                bought
                the Registrable Securities in the ordinary course of business, and
                at the
                time of the purchase of the Registrable Securities to be resold,
                you had
                no agreements or understandings, directly or indirectly, with any
                person
                to distribute the Registrable
                Securities?

            


    

     

    Yes
o No
o

     

    
      	 	
              Note:

            	
              If
                no, the Commission’s staff has indicated that you should be identified as
                an underwriter in the Registration
                Statement.

            


    

     

    5.
      Beneficial Ownership of Other Securities of the Company Owned by the Selling
      Securityholder.

     

    Except
      as set forth below in this Item 5, the undersigned is not the beneficial or
      registered owner of any securities of the Company other than the Registrable
      Securities listed above in Item 3.

     

    
      
        	 	(a)	
                
                  Type
                    and Amount of Other Securities beneficially owned by the Selling
                    Securityholder:

                

              
	 	 	 
	 	
              	 
	 	
              	 


      

       

    

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    


    6.
      Relationships with the Company:

     

    Except
      as set forth below, neither the undersigned nor any of its affiliates, officers,
      directors or principal equity holders (owners of 5% of more of the equity
      securities of the undersigned) has held any position or office or has had any
      other material relationship with the Company (or its predecessors or affiliates)
      during the past three years.

     

    State
      any
      exceptions here:

    
      	 	 	 
	 	
            	 
	 	
            	 


    

     

     

    The
      undersigned agrees to promptly notify the Company of any inaccuracies or changes
      in the information provided herein that may occur subsequent to the date hereof
      at any time while the Registration Statement remains effective.

     

    By
      signing
      below, the undersigned consents to the disclosure of the information contained
      herein in its answers to Items 1 through 6 and the inclusion of such information
      in the Registration Statement and the related prospectus and
      any
      amendments or supplements thereto.
      The
      undersigned understands that such information will be relied upon by the Company
      in connection with the preparation or amendment of the Registration Statement
      and the related prospectus.

     

    IN
      WITNESS
      WHEREOF the undersigned, by authority duly given, has caused this Notice and
      Questionnaire to be executed and delivered either in person or by its duly
      authorized agent.

     

    
      	Dated: [___________________] 	Beneficial Owner: 
	 	
              
                
 

            
	 	By: 
	 	
              
                
Name: 

            
	 	
              Title: 

            


    

    


    PLEASE
      FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN
      THE ORIGINAL BY OVERNIGHT MAIL, TO:

    


    
      
        
        

      

      
        41