Unassociated Document


    EXHIBIT
      10.2


    


    PURCHASE
      AGREEMENT

    


    This
      purchase agreement (this “Agreement”)
      is
      dated as of April 7, 2006, by and between the purchaser set forth on the
      signature page hereto (the “Purchaser”)
      and
      SpatiaLight, Inc., a New York corporation (the “Company”),
      whereby the parties agree as follows:

     

    1.        Offering.
      

     

    
      	 	
              a)

            	
              The
                Company has authorized the sale and issuance of up to an aggregate
                of
                1,000,000 of its Common Shares (the “Shares”),
                to one or more purchasers (the “Offering”).
                The Company represents and warrants that the Offering has been registered
                with the U.S. Securities and Exchange Commission (“SEC”)
                under the Securities Act of 1933, as amended (the “Securities
                Act”),
                pursuant to the Company’s Registration Statement on Form S-3 (No.
                333-122392), as subsequently amended from time to time, which registration
                statement has been declared effective by the SEC, and has remained
                effective since the SEC declared it effective and is effective on
                the date
                hereof (the “Registration
                Statement”).
                

            


    

    


    
      	 	
              b)

            	
              The
                Company and the Purchaser agree that, at the Closing (as defined
                in
                Section 2), the Purchaser will purchase from the Company and the
                Company
                will issue and sell to the Purchaser the number of Shares set forth
                on the
                signature page of this Agreement for a purchase price set forth on
                the
                signature page of this Agreement (the “Purchase
                Price”)
                pursuant to the terms and conditions set forth herein. Certificates
                representing the Shares purchased by the Purchaser may not be delivered
                to
                the Purchaser; instead, such Shares, if not physically delivered,
                will be
                credited to the Purchaser using customary book-entry
                procedures.

            


    

    


    
      
        	 	
                c)

              	
                The
                  Company may enter into agreements with certain other purchasers
                  (the
                  "Other
                  Purchasers"),
                  on materially the same terms and conditions as those set forth
                  herein.
                  (The Purchaser and the Other Purchasers are hereinafter sometimes
                  collectively referred to as the "Purchasers" and this Agreement
                  and the
                  stock purchase agreements executed by the Other Purchasers are
                  hereinafter
                  sometimes collectively referred to as the "Purchase
                  Agreements").
                  The Company may accept or reject Purchase Agreements in its sole
                  discretion.

              


      

      
        	 	 	 


      

    

    
      
        	 	
                d)

              	
                The Company agrees to file
                  by 9:00 a.m.
                  Eastern time on the first business day following the date hereof
                  with the
                  SEC a prospectus supplement in a form similar to Exhibit
                  A
                  hereto regarding the sale of the Shares to Purchaser (the “Prospectus
                  Supplement”)
                  after consummation of the sale of the Shares contemplated by this
                  Agreement.

              


      
 

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    2.        Delivery
      of the Shares at Closing.

    


    
      	 	
              a)

            	
              The
                completion of the purchase and sale of the Shares (the "Closing")
                shall occur on April 7, 2006 (the "Closing
                Date").
                At the Closing, the Purchaser shall deliver to the Company a certified
                or
                official bank check or wire transfer of funds in the full amount
                of the
                purchase price for the Shares being purchased hereunder as set forth
                on
                the signature page hereto, and the Company shall deliver to the Purchaser,
                at the sole discretion of the Purchaser, stock certificates or using
                customary book-entry procedures (such as the Depository Trust Company’s
                Deposit Withdrawal Agent Commission system) evidencing the number
                of
                Shares, set forth on the signature page
                hereto.

            


    

     

    
      	 	
              b)

            	
              The
                Company's obligation to issue and sell the Shares to the Purchaser
                shall
                be conditioned upon the accuracy of the representations and warranties
                made by the Purchaser and the fulfillment of those undertakings of
                the
                Purchaser to be fulfilled prior to the
                Closing.

            


    

    


    3.        Company
      Representations and Warranties.
      The
      Company hereby represents and warrants that: (a) it has full right, power and
      authority to enter into this Agreement and to perform all of its obligations
      hereunder; (b) this Agreement has been duly authorized and executed by and
      constitutes a valid and binding agreement of the Company enforceable in
      accordance with its terms, except as such enforceability may be limited by
      applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
      affecting creditors' and contracting parties' rights generally and except as
      enforceability may be subject to general principles of equity (regardless of
      whether such enforceability is considered in a proceeding in equity or at law);
      (c) the execution and delivery of this Agreement and the consummation of the
      transactions contemplated hereby do not conflict with or result in a material
      breach of (i) the Company's Amended and Restated Certificate of Incorporation
      or
      by-laws, as amended, or (ii) any material agreement to which the Company is
      a
      party or by which any of its property or assets is bound; and (d) upon receipt
      of the Purchase Price, the Shares will be duly and validly issued, fully paid
      and non-assessable, and the Purchaser will be entitled to all rights accorded
      to
      a holder of the Company’s Common Shares.

    


    4.        Purchaser
      Representations and Warranties.

    


    
      	 	
              a)

            	
              The
                Purchaser represents and warrants that (a) it has had no position,
                office
                or other material relationship within the past three years with the
                Company or persons known to it to be affiliates of the Company, and
                (b) it
                is not a NASD member as of the date
                hereof.

            


    

    


    
      	 	
              b)

            	
              The
                Purchaser hereby confirms receipt of the base prospectus included
                in the
                Registration Statement, as amended, and the Prospectus Supplement
                (together, the “Prospectus”).
                The Purchaser confirms that it has had full access to the Prospectus
                and
                has been fully able to read, review, download and print the
                Prospectus.

            


    

    


    
      	 	
              c)

            	
              The
                Purchaser further represents and warrants to, and covenants with,
                the
                Company that (i) the Purchaser has full right, power, authority and
                capacity to enter into this Agreement and to consummate the transactions
                contemplated hereby and has taken all necessary action to authorize
                the
                execution, delivery and performance of this Agreement, and (ii) this
                Purchase Agreement constitutes a valid and binding obligation of
                the
                Purchaser enforceable against the Purchaser in accordance with its
                terms,
                except as such enforceability may be limited by applicable bankruptcy,
                insolvency, reorganization, moratorium or similar laws affecting
                creditors' and contracting parties' rights generally and except as
                such
                enforceability may be subject to general principles of equity (regardless
                of whether such enforceability is considered in a proceeding in equity
                or
                at law).

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      	 	
              d)

            	
              The
                Purchaser understands that nothing in the Prospectus, this Agreement
                or
                any other materials presented to the Purchaser in connection with
                the
                purchase and sale of the Shares constitutes legal, tax or investment
                advice. The Purchaser has consulted such legal, tax and investment
                advisors as it, in its sole discretion, has deemed necessary or
                appropriate in connection with its purchase of
                Shares.

            


    

    


    
      	 	
              e)

            	
              The
                Purchaser has not, directly or indirectly, during the period beginning
                180
                days before the Company first contacted Purchaser regarding the
                transactions contemplated by this Agreement and ending on the Closing
                Date, engage in: (i) any “short sales” (as such term is defined in Rule
                200 promulgated under the Securities and Exchange Act of 1934, as
                amended
                (the “Exchange Act”) of the Company’s Common Shares, including without
                limitation, the maintaining of any short position with respect to,
                establishing or maintaining a “put equivalent position” (within the
                meaning of Rule 16a-1(h) under the Exchange Act) with respect to,
                entering
                into any swap, derivative transaction or other arrangement (whether
                any
                such transaction is to be settled by delivery of Common Shares, other
                securities, cash or other consideration) that transfers to another,
                in
                whole or in part, any economic consequences or ownership, or otherwise
                dispose of, any Common Shares by Purchaser; or (ii) any hedging
                transaction which establishes a net short position with respect to
                the
                Common Shares.

            


    

    


    5.        Notice. 
      All
      communications hereunder, except as may be otherwise specifically provided
      herein, shall be in writing and shall be mailed, hand delivered, sent by a
      recognized overnight courier service such as Federal Express, or sent via
      facsimile and confirmed by letter, to the party to whom it is addressed at
      the
      following addresses or such other address as such party may advise the other
      in
      writing:

    


    To
      the
      Company:    as
      set
      forth on the signature page hereto.

     

    To
      the
      Purchaser:    as
      set
      forth on the signature page hereto.

    


    All
      notices hereunder shall be effective upon receipt by the party to which it
      is
      addressed.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    6.        Jurisdiction.
      This
      Agreement shall be governed by and interpreted in accordance with the laws
      of
      the State of New York, as if fully performed in New York, without giving effect
      to the principles of conflicts of law thereof. Each of the parties consents
      to
      the exclusive jurisdiction of the United States district court of the Southern
      District of New York or the state courts of the State of New York sitting in
      the
      City of New York in connection with any dispute arising under this Agreement,
      and hereby waives, to the maximum extent permitted by law, any objection
      based on forum
      non conveniens.
      

    


    7.        Miscellaneous.
      

    


    
      	 	
              a)

            	
              This
                Agreement (and the Prospectus and any prospectus supplement) constitutes
                the entire understanding and agreement between the parties with respect
                to
                its subject matter and there are no agreements or understandings
                with
                respect to the subject matter hereof which are not contained in this
                Agreement.

            


    

    


    
      	 	
              b)

            	
              
                This
                  Agreement may be executed in any number of counterparts, all of
                  which
                  taken together shall constitute one and the same instrument and
                  shall
                  become effective when counterparts have been signed by each party
                  and
                  delivered to the other parties hereto, it being understood that
                  all
                  parties need not sign the same counterpart. Execution may be made
                  by
                  delivery by facsimile.

              

            


    

    


    
      	 	
              c)

            	
              This
                Agreement may not be modified or amended except pursuant to an instrument
                in writing signed by the Company and the
                Purchaser.

            


    

    


    
      	 	
              d)

            	
              The
                headings of the various sections of this Agreement have been inserted
                for
                convenience of reference only and shall not be deemed to be part
                of this
                Agreement.

            


    

    


    
      	 	
              e)

            	
              In
                case any provision contained in this Agreement should be invalid,
                illegal
                or unenforceable in any respect, the validity, legality and enforceability
                of the remaining provisions contained herein shall not in any way
                be
                affected or impaired thereby.

            


    

     

    
 

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

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    If
      the
      foregoing correctly sets forth our agreement with respect to the subject matter
      hereof, please confirm this by signing and returning to us the duplicate copy
      of
      this letter.

    
      	 	 	 
	 	SPATIALIGHT,
              INC.
	 
 	 
 	 
 
	 	By:  	/s/ /s/ Robert
              A. Olins
	 	
              
Name:
              Robert A. Olins
	 	
              Title:
                CEO

            
	 	 


    

    
      
        	 	
                Address
                  for Notice:

              	 
	 	 5 Hamilton Landing	 
	 	
                Suite
                  100

              	 
	 	Novato, CA 94949	 
	 	 	 
	 	AGREED AND ACCEPTED:	 
	 	 	 
	 	
                PURCHASER:

              	 


      

      
        	 	 	 
	 	SF
                Capital
                Partners Ltd.
	 
 	 
 	 
 
	 	By:  	/s/ Michael
                A. Roth    
	 	
                
Name:
                Michael A. Roth
	 	Title:
                Managing Member


      

      
        	 	 	 
	 	 Number of Shares:
                250,000	 
	 	 	 
	 	 Purchase Price per Share:
                $3.26* 	 
	 	 	 
	 	
                Aggregate
                  Purchase Price:
                  $815,000.00

              	 
	 	 	 
	 	
                Tax
                  ID No.:
                  98-0363554

              	 
	 	 	 
	 	
                Address
                  for Notice:

                Name
                  in which book-entry should be made (if different):
                  

                ______________________

              	 


      

    

     

     

     

    ____________________  

    

      *
        Equal to
        five-day volume weighted average price of the Company’s common shares ended
        April 6, 2006, discounted by five percent (5%).

      
         

        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      A

    
      	Filed Pursuant to Rule 424(b)(2) [or
              (5)]	 	
              Registration
                No. 333-______

            
	 	 	 
	 	
              PROSPECTUS
                SUPPLEMENT

            	 
	 	
              (TO
                PROSPECTUS DATED
                _________________)

            	 
	 	 	 
	 	 	 
	
               

            	
              SPATIALIGHT,
                INC.

            	 
	 	
              ___________
                Common Shares

            	 


    

     

    You
      should read this prospectus supplement and the accompanying Prospectus carefully
      before you invest. Both documents contain information you should consider when
      making your investment decision.

    


    AN
      INVESTMENT IN OUR SECURITIES INVOLVES SUBSTANTIAL RISKS. THESE RISKS ARE
      DESCRIBED UNDER THE CAPTION "RISK FACTORS" BEGINNING ON PAGE ___ OF THE
      PROSPECTUS ACCOMPANYING THIS PROSPECTUS SUPPLEMENT.

    


    We
      are
      offering _____________ of our Common Shares to one or more institutional
      investors pursuant to this prospectus supplement. The purchase price for these
      Common Shares is $_______ in the aggregate, or $_____ per Share.

    


    Our
      Common Shares are quoted on the Nasdaq SmallCap Market under the symbol "HDTV".
      On _______, the last reported sales price of our Common Shares was $____ per
      Share.

    


    NEITHER
      THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY BODY HAS
      APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR
      ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE RELATED PROSPECTUS. ANY
      REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

    


    The
      date
      of this prospectus supplement is ________________.