EXHIBIT
      10.2

    


    PURCHASE
      AGREEMENT

    


    


    This
      purchase agreement (this “Agreement”)
      is
      dated as of March 17, 2006, by and between [PURCHASER], (the “Purchaser”)
      and
      SpatiaLight, Inc., a New York corporation (the “Company”),
      whereby the parties agree as follows:

     

    


    
      	1.	
              Offering.
                

            


    

    


    
      	 	
              d)

            	
              The
                Company has authorized the sale and issuance of up to an aggregate
                of
                1,500,000 of its Common Shares (the “Shares”),
                to one or more purchasers (the “Offering”).
                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 Post-Effective Amendment No. 6 to Registration
                Statement on Form S-3 (No. 333-122392), which was declared effective
                by
                the SEC on February 14, 2006, and to the Company’s knowledge has remained
                effective since such date and is effective on the date hereof (the
                “Registration
                Statement”).
                

            


    

    


    
      	 	
              e)

            	
              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.

            


    

    


    
      	 	
              f)

            	
              The
                Company may enter into agreements with certain other purchasers (the
                "Other
                Purchasers"),
                with terms and conditions, including but not limited to purchase
                price and
                quantity of Shares, which may be different from 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)

            	
              Pursuant
                to Rule 424(b)(2) of the Securities Act, the Company agrees to file
                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.

            


    

    


    
      	2.	
              Delivery
                of the Shares at Closing.

            


    

    


    
      	 	
              a)

            	
              The
                completion of the purchase and sale of the Shares (the "Closing")
                shall occur on March 17, 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, physically or using customary
                book-entry procedures (such as the Depository Trust Company’s Deposit
                Withdrawal Agent Commission system), the number of Shares, set forth
                on
                the signature page hereto.

            


    

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    
 

    
      	 	
              (c)

            	
              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 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 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.

            


    

    


    
      	 	
              e)

            	
              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
                has no direct or indirect affiliation or association with any NASD
                member
                as of the date hereof.

            


    

    


    
      	 	
              f)

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

            


    

    


    
      	 	
              g)

            	
              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 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).

            


    

    


    
      	 	
              h)

            	
              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.

            


    

     

    
 

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    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.

     

    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.
      To the
      extent determined by such court, the prevailing party shall reimburse the other
      party for any reasonable costs, legal fees and disbursements incurred in
      enforcement or protection of any of its rights under this
      Agreement.

    


    
      	7.	
              Miscellaneous.
                

            


    

    


    
      	 	
              f)

            	
              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.

            


    

    


    
      	 	
              g)

            	
              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.

            


    

    


    
      	 	
              h)

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

            


    

    


    
      	 	
              i)

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

            


    

    


    
      	 	
              j)

            	
              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.

            


    

    


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

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

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

     

    AGREED
      AND ACCEPTED:

     

    SPATIALIGHT,
      INC.

    


     

    By:/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:

    


    SOUTHRIDGE
      PARTNERS LP 

    


     

    


    By:/s/
      Stephen M. Hicks

    Name:
      Stephen M. Hicks, Managing Director

    Title:
      Southridge Capital Management LLC

     

    Number
      of Shares:
      212,500

    


    Purchase
      Price per Share:
      $
      2.18

    


    Aggregate
      Purchase Price:
      $
      463,250

    


    Tax
      ID
      No.:
      06-1494618

    


    Address
      for Notice:

    


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

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

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

     

    AGREED
      AND ACCEPTED:

     

    SPATIALIGHT,
      INC.

    


     

    By:/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:

    


    SOUTHSHORE
      CAPITAL FUND LTD. 

    


     

    


    By:/s/ Arlene
      Decastro

    Name:
      Navigator Management Ltd.

    Title:
      Director

     

    Number
      of Shares:
      37,500

    


    Purchase
      Price per Share:
      $
      2.18

    


    Aggregate
      Purchase Price:
      $
      81,750

    


    Tax
      ID
      No.:
      N/A

    


    Address
      for Notice:

    


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

    


    
      
        
        

      

      
        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 ________________.

    


    


    


    


    
      
        
        

      

      
        6