FIRST
      AMENDMENT TO 

    REGISTATION
      RIGHTS AMENDMENT

    


    This
      First Amendment (“this
      Amendment”)
      is
      dated as of March 6, 2007, among SpatiaLight, Inc., a New York corporation
      (the
“Company”),
      and
      each persons identified on the signature pages hereto (each, including its
      successors and assigns, a “Purchaser”
and
      collectively the “Purchasers”).
      Capitalized terms used but not defined in this Amendment have the meaning
      assigned to them in the Registration Rights Agreement (as defined
      below).

     

    WHEREAS,
      the Company and the Purchasers entered into that certain Securities Purchase
      Agreement dated and effective as of September 26, 2006 (the “Securities
      Purchase Agreement”)
      providing for the sale and purchase of certain securities pursuant to Section
      4(2) of the Securities Act of 1933, as amended (the “Securities
      Act”),
      and
      Rule 506 promulgated thereunder; and 

     

    WHEREAS,
      in connection with the Securities Purchase Agreement, the Company and the
      Purchasers entered into that certain Registration Rights Agreement dated and
      effective as of September 26, 2006 (the “Registration
      Rights Agreement”)
      providing for the registration of the shares of the Registrable Securities
      (as
      defined in the Registration Rights Agreement) and providing for the payment
      of
      liquidated damages in certain events; and

     

    WHEREAS,
      the Company and the Purchasers entered into that certain Waiver Agreement dated
      and effective as of November 29, 2006 (the “First
      Waiver”)
      providing for the waiver of certain provisions of the Securities Purchase
      Agreement relating to the subsequent sale of securities in exchange for the
      issuance of warrants (the “Waiver
      Warrants”)
      to
      purchase 250,000 shares of the Company’s common stock, $.01 par value (the
“Common
      Stock”)
      and
      other consideration; and

     

    WHEREAS,
      the Company has not filed a registration statement relating to the Registerable
      Securities and there are accrued liquidated damages in the amount of $30,806.45
      on the date hereof; and

     

    WHEREAS,
      the Company and the Purchasers wish to amend the First Waiver to eliminate
      the
      requirement that the Company issue Waiver Warrants, waive the payment of
      liquidated damages under the Registration Rights Agreement accrued prior to
      the
      date of this Amendment, and to amend certain provisions of the Registration
      Rights Agreement, as more fully described below in exchange for the issuance
      of
      shares of Common Stock of the Company as set forth below; 

     

    NOW,
      THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Amendment,
      and for other good and valuable consideration the receipt and adequacy of which
      are hereby acknowledged, the Company and each of the Purchasers agree as
      follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      I

    WAIVERS
      AND AMENDMENTS

    


    (a)  Deletion
      of Waiver Warrants. The First Waiver is amended to delete any requirement that
      the Company issue the Waiver Warrants. 

    


    (b)  Waiver
      of
      Liquidated Damages. The Purchasers hereby waive and forgive any obligation
      for
      the Company to pay liquidated damages or penalties under the Registration Rights
      Agreement arising from or relating to the failure of the Company to file prior
      to the date of this Amendment a registration statement relating to the
      Registrable Securities or the failure of the registration statement relating
      to
      the Registrable Securities to be declared effective prior to the date of this
      Amendment. 

    


    (c)  Amendment
      to Registration Rights Agreement. The Registration Rights Agreement is amended
      hereby as follows:

    


    (i)  The
      definition of “Effectiveness Date” is amended to be, with respect to the initial
      Registration Statement filed under the Registration Rights Agreement, the
      90th
      calendar
      day following the date of this Amendment (the 120th
      calendar
      day in the case of a “full review” by the Commission) and, with respect to any
      additional Registration Statements which may be required pursuant to Section
      3(c) of the Registration Rights Agreement, the 60th
      calendar
      day following the date on which the Company first knows, or reasonably should
      have known, that such additional Registration Statement is required thereunder;
      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 (5th)
      Trading
      Day following the date on which the Company is so notified if such date precedes
      the dates required above.

    


    (ii)  The
      definition of “Filing Date” means, with respect to the initial Registration
      Statement required under the Registration Rights Agreement, the 30th
      calendar
      day following the date of this Amendment and, with respect to any additional
      Registration Statements which may be required pursuant to Section 3(c) of the
      Registration Rights Agreement, the 30th
      day
      following the date on which the Company first knows, or reasonably should have
      known that such additional Registration Statement is required
      thereunder.

    


    (d)  The
      purchasers hereby waive any rights of participation in future
      financing.

    


    ARTICLE
      II

    ISSUANCE
      OF SHARES OF COMMON STOCK

    


    On
      the
      date hereof the Company shall issue to the Purchasers an aggregate of 500,000
      shares of Common Stock (the “New
      Common Shares”)
      by
      crediting the account of the each Purchaser’s broker with the Depository Trust
      Company through its Deposit Withdrawal Agent Commission system in accordance
      with the instructions attached hereto as Exhibit I the number of shares set
      forth in such instructions. Except as otherwise provided herein, the Securities
      Purchase Agreement and the Registration Rights Agreement are unmodified and
      in
      full force and effect. 

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      III

    REPRESENTATIONS
      OF COMPANY

    


    The
      Company represents and warrants to the Purchasers that:

     

    (a)  The
      New
      Common Shares shall be freely transferable by the Purchasers without
      restriction. The New Common Shares shall not bear a restricted legend under
      applicable Federal and state securities laws.

    


    (b)  This
      Amendment has been duly authorized, executed and delivered by the Company and
      constitutes a legal, valid and binding obligation of the Company, enforceable
      in
      accordance with its terms (subject, as to enforceability, to applicable
      bankruptcy, insolvency, reorganization or other similar laws and to general
      principles of equity).

    


    (c)  the
      Company’s execution, delivery and performance of this Amendment does not (i)
      violate or conflict with, or constitute a default (or an event that with notice
      or lapse of time or both would become a default) under, result in the creation
      of any lien upon any of the properties or assets of the Company, or give to
      others any rights of termination, amendment, acceleration, or cancellation
      (with
      or without notice, lapse of time or both) of, any agreement, credit facility,
      debt or other instrument (evidencing a debt of the Company or otherwise) or
      other understanding to which the Company is a party or by which any property
      or
      asset of the Company is bound or affected, (ii) conflict with the Company’s
      certificate of incorporation or bylaws, (iii) conflict with, or result in a
      violation of any law, rule or regulation applicable to the Company, or any
      order
      or judgment of any court or other agency of government applicable to, or
      affecting the Company.

    


    (d)  The
      Company has filed all forms, reports and documents (the “SEC
      Documents”)
      required to be filed with the Securities and Exchange Commission (the
“Commission”)
      pursuant to the Securities Act of 1933, as amended (the “Securities
      Act”)
      or the
      Securities Exchange Act of 1934, as amended (the “Exchange
      Act”),
      as
      the case may be, and the rules and regulations of the Commission thereunder
      during the 12 month period ending on the date of this Amendment. Except as
      corrected by subsequent amendment, as of their respective filing dates, the
      SEC
      Documents complied in all material respects with the requirements of the
      Securities Act or the Exchange Act, as the case may be, and the rules and
      regulations of the Commission thereunder applicable to such SEC Documents,
      and
      none of the SEC Documents contained any untrue statement of a material fact
      or
      omitted to state a material fact required to stated therein or necessary in
      order to make statements therein, in light of the circumstances under which
      they
      were made, not misleading. Except as corrected by subsequent amendment, as
      of
      their respective filing dates, the financial statements of the Company included
      in the SEC Documents complied as to form in all material respects with the
      applicable accounting requirements and the rules and regulations of the
      Commission thereunder and were prepared in accordance with generally accepted
      accounting principles and fairly presented, in all material respects, the
      financial position of the Company as at the dates thereof and the results of
      operations and cash flows of the Company for the periods then ended (subject,
      in
      the case of unaudited statements, to normal, recurring audit adjustments not
      material in scope or amount).

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    (e)  The
      New
      Common Shares are included in the Company’s registration statement filed with
      the Commission Registration No. 333-137100 (the “Registration Statement.”). The
      Registration Statement covering the issuance of the New Common Shares was
      declared effective on February 14, 2007 by the Commission and neither the
      Commission nor any state regulatory authority has issued, or threatened to
      issue, any order preventing or suspending the use of the Registration Statement
      or the prospectus contained therein or has instituted or, to the Company’s
      knowledge, threatened to institute any proceedings with respect to such an
      order.

    


    (f)  No
      consent, approval, authorization or order of, or filing or registration with,
      any court, regulatory authority or other governmental agency or body or third
      party is required in connection with the transactions contemplated herein.
      

    


    (g)  The
      Company hereby confirms that neither it nor, to its knowledge, any other person
      acting on its behalf has provided the Purchaser or its agents or counsel with
      any information that it believes constitutes or might constitute material,
      non-public information.

    


    ARTICLE
      IV

    REPRESENTATIONS
      OF THE PURCHASERS

    


    The
      Purchasers severally represent and warrant to the Company that:

    


    (a)  Each
      Purchaser is duly organized, validly existing and it has full right, power
      and
      authority to enter into this Amendment and to perform its obligations hereunder
      in accordance with the terms of this Amendment and has taken all necessary
      action to authorize the execution, delivery and performance of this
      Amendment.

    


    (b)  This
      Amendment has been duly authorized, executed and delivered by it and constitutes
      a legal, valid and binding obligation of it, enforceable in accordance with
      its
      terms (subject, as to enforceability, to applicable bankruptcy, insolvency,
      reorganization or other similar laws and to general principles of
      equity).

    


    (c)  Each
      Purchaser’s execution, delivery and performance of this Amendment does not
      violate or conflict with such Purchaser’s governing documents or any law, rule
      or regulation applicable to such Purchaser, or any order or judgment of any
      court or other agency of government applicable to or affecting such
      Purchaser.

    


    ARTICLE
      V

    MISCELLANEOUS

    


    (a)  Expenses.
      Each of the Purchaser and the Company agrees to pay its own expenses and
      disbursements incident to the performance of its obligations
      hereunder.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    (b)  Rights
      Cumulative; Waivers. The rights of each of the parties under this Amendment
      are
      cumulative. The rights of each of the parties hereunder shall not be capable
      of
      being waived or varied other than by an express waiver or variation in writing.
      Any failure to exercise or any delay in exercising any of such rights shall
      not
      operate as a waiver or variation of that or any other such right. Any defective
      or partial exercise of any of such rights shall not preclude any other or
      further exercise of that or any other such right. No act or course of conduct
      or
      negotiation on the part of any party shall in any way preclude such party from
      exercising any such right or constitute a suspension or any variation of any
      such right.

    


    (c)  Benefit;
      Successors Bound. This Amendment and the terms, covenants, conditions,
      provisions, obligations, undertakings, rights, and benefits hereof, shall be
      binding upon, and shall inure to the benefit of, the undersigned parties and
      their heirs, executors, administrators, representatives, successors, and
      permitted assigns.

    


    (d)  Entire
      Agreement. This Amendment contains the entire agreement between the parties
      with
      respect to the subject matter hereof. There are no promises, agreements,
      conditions, undertakings, understandings, warranties, covenants or
      representations, oral or written, express or implied, between them with respect
      to this Amendment or the matters described in this Amendment, except as set
      forth in this Amendment and in the other documentation relating to the
      transactions contemplated by this Amendment. Any such negotiations, promises,
      or
      understandings shall not be used to interpret or constitute this
      Amendment.

    


    (e)  Amendment.
      Neither this Amendment nor any term hereof may be amended, waived, discharged
      or
      terminated other than by a written instrument signed by the party against whom
      enforcement of any such amendment, waiver, discharge or termination is sought.
      

    


    (f)  Severability.
      Each part of this Amendment is intended to be severable. In the event that
      any
      provision of this Amendment is found by any court or other authority of
      competent jurisdiction to be illegal or unenforceable, such provision shall
      be
      severed or modified to the extent necessary to render it enforceable and as
      so
      severed or modified, this Amendment shall continue in full force and effect.
      

    


    (g)  Notices.
      All notices, requests, demands or other communications which are required or
      may
      be given pursuant to the terms of this Amendment shall be in writing and shall
      be deemed to have been duly given: (i) on the date of delivery if delivered
      by
      hand, (ii) upon the third day after such notice is (a) deposited in the United
      States mail, if mailed by registered or certified mail, postage prepaid, return
      receipt requested or (b) sent by a nationally recognized overnight express
      courier, or (iii) by facsimile upon written confirmation (other than the
      automatic confirmation that is received from the recipient’s facsimile machine)
      of receipt by the recipient of such notice: (i) if a Purchaser: at the address
      of the Purchaser on the signature page hereof; and (ii) if to the Company:
      Spatialight, Inc., Five Hamilton Landing, Novato CA 94949, Facsimile No. (415)
      883-3363

    


    (h)  Governing
      Law. This Amendment shall be governed by, and construed in accordance with,
      the
      laws of the State of New York
      without
      giving effect to the principles regarding conflicts of laws. The parties
      irrevocably consent to the exclusive jurisdiction of any State or Federal Court
      located within the County of New York, State of New York, in connection with
      any
      action or proceeding arising out of or relating to this Amendment.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    (i)  Further
      Assurances. In addition to the instruments and documents to be made, executed
      and delivered pursuant to this Amendment, the parties hereto agree to make,
      execute and deliver or cause to be made, executed and delivered, to the
      requesting party such other instruments and to take such other actions as the
      requesting party may reasonably require to carry out the terms of this Amendment
      and the transactions contemplated hereby.

    


    (j)  Section
      Headings. The Section headings in this Amendment are for reference purposes
      only
      and shall not affect in any way the meaning or interpretation of this
      Amendment.

    


    (k)  Construction.
      Unless the context otherwise requires, when used herein, the singular shall
      be
      deemed to include the plural, the plural shall be deemed to include each of
      the
      singular, and pronouns of one or no gender shall be deemed to include the
      equivalent pronoun of the other or no gender.

    


    (l)  Execution
      in Counterparts. This Amendment may be executed in two or more counterparts,
      each of which shall be deemed an original but all of which shall constitute
      one
      and the same agreement. This Amendment, once executed by a party, may be
      delivered to the other party hereto by telephone line facsimile transmission
      of
      a copy of this Amendment bearing the signature of the party so delivering this
      Amendment. A facsimile transmission of this signed Agreement shall be legal
      and
      binding on all parties hereto.

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties have caused this Amendment to be duly executed
      by
      their respective officers thereunto duly authorized as of the day and year
      first
      above written.

     

    
      	 	
              COMPANY:

            
	 	 	 
	 	
              SPATIALIGHT
                INC.

            
	 	 	 
	 	 	
               

            
	 	
              By:

            	
              /s/
                David F. Hakala

            
	 	
              Name:
                David F. Hakala

            
	 	
              Title:
                CEO

            
	 	 	 
	 	
              PURCHASER:

            
	 	 	 
	 	
              BLUEGRASS
                GROWTH FUND, L.P.

            
	 	 	 
	 	 	
               

            
	 	
              By:

            	
              /s/
                Brian Shatz

            
	 	
              Name:
                Brian Shatz

            
	 	
              Title:
                Managing Member

            
	 	
                 Bluegrass
                Growth Fund Partners, LLC

            
	 	 	 
	 	
              Address:

            
	 	
              122
                E. 42nd
                St., Suite 2606

            
	 	
              New
                York, NY 10168

            


    

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    Exhibit
      I

    DWAC
      INSTRUCTIONS

    300,000
      shares to:

    Citigroup
      Global Markets - DTC#0418

    For
      further credit to: Bluegrass Growth Fund LP

    Account:
      522-43353

    


    And

    


    200,000
      shares to:

    Citigroup
      Global Markets - DTC#0418

    For
      further credit to: Bluegrass Growth Fund LTD

    Account:
      522-94709