EXHIBIT 10.5

                            FIRST AMENDMENT TO LEASE

                                   AND RELEASE

      This First  Amendment  to Lease and Release (the  "Amendment")  is entered
into as of December 31, 2003, by and between  HAMILTON MARIN,  LLC, a California
limited  liability  company  ("Landlord"),  and  SPATIALIGHT,  INC.,  a New York
corporation ("Tenant"), with respect to the following facts and circumstances:

      A. Landlord and Tenant have  previously  entered into that certain  Office
Lease dated May 17, 2002 (the " Lease"),  of certain  premises (the " Premises")
containing approximately 13,541 square feet of rentable area designated as Suite
100 on the ground floor of the office building  facility  commonly known as Five
Hamilton  Landing,  and more  particularly  described in the Lease.  Capitalized
terms used and not otherwise  defined herein shall have the meanings given those
terms in the Lease.

      B.  Landlord  and  Tenant  desire  to amend  the  Lease on the  terms  and
conditions provided herein.

      It is, therefore, agreed as follows:

      1. The Lease  Expiration  Date is hereby extended by twelve (12) months to
August 31, 2009.

      2. Section 8 of the Summary of Basic Lease  Information  is amended in its
entirety to read as follows:

      "Base Rent (Article 4):

<TABLE>
<CAPTION>
                                                       Monthly Installment    Monthly Rental Rate per
Period                          Annual Base Rent          of Base Rent      Square Foot of Rentable Area
------                          ----------------       -------------------  ----------------------------
<S>                             <C>                    <C>                  <C>
Commencement Date - 08/31/03    $203,115.00              $16,926.25                  $1.25
09/01/03 - 09/30/03             N/A                      $34,868.08                  $2.575
10/01/03 - 06/30/04             N/A                      $17,434.04                  $1.2875
07/01/04 - 08/31/04             N/A                      $34,868.08                  $2.575
09/01/04 - 08/31/05             $430,603.80              $35,883.65                  $2.65
09/01/05 - 08/31/06             $442,790.76              $36,899.23                  $2,725
09/01/06 - 08/31/07             $454,977.60              $37,914.80                  $2.80
09/01/07 - 08/31/08             $467,164.50              $38,930.38                  $2.875
09/01/08 - 08/31/09             $480,976.32              $40,081.36                  $2.96"
</TABLE>

      3. Without limiting  Tenant's  obligations under the Lease with respect to
mechanic's or materialmen's liens, Tenant shall indemnify,  defend,  protect and
hold Landlord and the Project

<PAGE>


harmless, from and against any and all liens, claims, losses,  liability,  costs
or expense  arising out of, in connection  with or otherwise with respect to any
work or services performed by Tenant's Cleanroom  contractor,  Flowstar,  and/or
any of its  employees,  subcontractors,  suppliers or  materialmen in connection
with the design, fabrication, installation and/or construction of any clean room
improvements in the Premises or elsewhere.

      4.  Tenant  agrees to,  and hereby  does,  generally  release,  remise and
forever  discharge  Landlord,  Barker Pacific Group,  Inc. and their  respective
Representatives  (as defined below) from any and all claims,  demands and causes
of action,  whether  known or unknown,  liquidated or  contingent,  relating to,
arising out of or in any way connected  with,  the Cleanroom and any other clean
room  improvements  in the Premises or planned or constructed  for Tenant at any
location, including without limitation the design, approval,  construction, lack
of construction  and/or delay in the design,  approval or  construction  thereof
(collectively,   the   "Released   Matters").   As   used   herein,   the   term
"Representatives"  means,  collectively,  a party's past or present  affiliates,
shareholders,  representatives,  attorneys, members, agents, officers, directors
and employees.

      5.  Landlord  agrees to, and hereby does,  generally  release,  remise and
forever  discharge  Tenant  and its  Representatives  from  any and all  claims,
demands  and  causes  of  action,  whether  known  or  unknown,   liquidated  or
contingent,  relating to,  arising out of or in any way connected  with Tenant's
failure to pay certain amounts when due under the Original Lease for October and
November of 2003 as outlined in a Default  Notice dated  November 17, 2003,  and
failure to pay when due certain rent  payments  due under the Original  Lease in
December of 2003;  provided that nothing in this Section 5 shall limit  Tenant's
obligation  with  respect  to the  revised  amounts  of Base  Rent for  October,
November and December of 2003 and payments for estimated  Operating Expenses due
with respect to those months  pursuant to the Original  Lease as amended by this
Amendment  (collectively,  the "Third  Quarter  Estimates  and Reduced Base Rent
Payments"),  or Tenant's  obligation to perform any covenant,  term or provision
under the  Original  Lease , as amended by this  Amendment,  or to pay any other
amount due under the Original  Lease,  as amended by this Amendment  (other than
any late  charges or interest  with  respect to those late  payments in October,
November  and  December  of 2003.)  Landlord  acknowledges  receipt of the Third
Quarter  Estimates  and  Reduced  Base Rent  Payments  prior to the date of this
Amendment.

      6. With  respect to the  matters  released  pursuant  to  Sections 4 and 5
above,  Landlord and Tenant  waive the  protection  provided to creditors  under
Section  1542 of the  California  Civil Code and any similar  provisions  of any
other jurisdictions. Section 1542 provides:

         "A general  release does not extend to claims  which the creditor  does
         not know or suspect to exist in his favor at the time of executing  the
         release,  which  if  known by him must  have  materially  affected  his
         settlement with the debtor."

Landlord and Tenant each  acknowledges  that Section  1542,  and any  equivalent
provisions in any other  jurisdiction,  if they exist, are designed to protect a
party from  waiving  claims  which the waiving  party does not know exist or may
exist.  Nonetheless,  Landlord and Tenant each agrees that the waiver of Section
1542 and its  equivalents  is a material  portion  of the  release  intended  by
Sections 4 and 5 of this  Amendment,  and Landlord and Tenant,  therefore,  each
intends to waive all protection provided by Section 1542 and its equivalents.

      7.  Concurrently  with Tenant's  execution and delivery of this Amendment,
Tenant  shall sign and  deliver  the  Tenant  Estoppel  Certificate  in the form
attached hereto as Exhibit A.


<PAGE>


      8.  Landlord  and  Tenant  each  represent  and  warrant to the other that
neither  has had any  dealings  with any  person,  firm,  broker  or  finder  in
connection with the negotiation of this Amendment and/or the consummation of the
transaction  contemplated  hereby, and no other broker or other person,  firm or
entity is entitled to any  commission  or finder's fee in  connection  with said
transaction and Landlord and Tenant do each hereby  indemnify and hold the other
harmless from and against any cost,  expenses,  attorneys' fees or liability for
compensation,  commission  or charges  which may be claimed by any such  unnamed
broker,  finder or other  similar  party by reason of any dealings or actions of
the indemnifying party.

      9. Each of the parties to this Amendment  represents,  warrants and agrees
as follows:

              (a) No such party (nor any representatives of such party) has made
any  statement or  representation  to the other party  regarding any fact relied
upon in  entering  into this  Amendment,  and each  party does not rely upon any
statement,   representation   or  promise   of  the  other   party  (or  of  any
Representatives  of the other  party),  in executing  this  Amendment  except as
expressly stated in this Amendment.

              (b) Each party to this  Amendment has made such  investigation  of
the facts pertaining to this Amendment and of all the matters pertaining thereto
as it deems necessary.

              (c) Each  party  or  responsible  officer  thereof  has read  this
Amendment and understands the contents  hereof.  Each of the officers  executing
this Amendment on behalf of their respective companies is empowered to do so and
thereby binds his or her respective company.

              (d)  Such  party  has  not  heretofore  assigned,  transferred  or
granted, or purported to assign, transfer or grant, any of the Released Matters.

              (e) EACH OF  LANDLORD  AND TENANT IS AWARE  THAT IT MAY  HEREAFTER
DISCOVER  CLAIMS OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE IT NOW KNOWS OR
BELIEVES TO BE TRUE WITH RESPECT TO THE RELEASED  MATTERS.  NEVERTHELESS,  IT IS
THE  INTENTION OF THE PARTIES TO FULLY,  FINALLY AND FOREVER  SETTLE AND RELEASE
ALL SUCH RELEASED MATTERS, AND ALL CLAIMS RELATIVE THERETO,  WHICH DO NOW EXIST,
MAY EXIST, OR HERETOFORE HAVE EXISTED WITH RESPECT TO THE RELEASED  MATTERS.  IN
FURTHERANCE OF SUCH  INTENTION,  THE RELEASE GIVEN HEREIN SHALL BE AND REMAIN IN
EFFECT AS A FULL AND  COMPLETE  GENERAL  RELEASE OF ALL SUCH  RELEASED  MATTERS,
NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY ADDITIONAL OR DIFFERENT CLAIMS
OR FACTS RELATIVE THERETO.

              (f) The  parties  will  execute all such  further  and  additional
documents as shall be  reasonably,  convenient,  necessary or desirable to carry
out the provisions of this Amendment.

              (g)  Each  of  the  parties  hereto  acknowledge  that  they  have
consulted with an attorney before signing this Amendment.

10.  Miscellaneous.

              (a) This  Amendment  shall be  deemed to have  been  executed  and
delivered within the State of California,  and the rights and obligations of the
parties hereto


<PAGE>


shall be  construed  and  enforced in  accordance  with,  and  governed  by, the
internal laws of the State of California.

              (b) This  Amendment  is the entire  agreement  between the parties
with  respect  to the  subject  matter  hereof  and  supersedes  all  prior  and
contemporaneous  oral and written  agreements and  discussions.  The captions in
this Amendment are for  convenience  and reference only and the words  contained
therein  shall  in no way be  held to  explain,  modify,  amplify  or aid in the
interpretation,  construction  or meaning of the  provisions of this  Amendment.
This  Amendment and the  provisions  contained  herein shall not be construed or
interpreted for or against any party hereto because that party drafted or caused
that party's legal representative to draft any of its provisions. This Amendment
may be amended  only by an  agreement  in writing  signed by all of the  parties
hereto.

              (c) This  Amendment is binding upon and shall inure to the benefit
of the  parties  hereto  and their  respective  Representatives,  successors  in
interest and assigns.

              (d) In the event of arbitration or any court  proceeding  relating
to this Amendment, the prevailing party shall be entitled to attorneys' fees.

              (e) This Amendment may be executed in counterparts,  and when each
party has signed and delivered at least one such  counterpart,  each counterpart
shall be  deemed an  original,  and,  when  taken  together  with  other  signed
counterparts,  shall  constitute one agreement,  which shall be binding upon and
effective as to each party.

              (f) The  waiver  of any  breach of any term or  provision  of this
Amendment  shall be  construed to be, nor shall be, a waiver of any other breach
of this  Amendment.  No waiver shall be binding  unless in writing and signed by
the applicable parties waiving such breach.

              (g) The  provisions of this  Amendment are  severable.  Should any
provision (or portion thereof) for any reason be held to be  unenforceable,  the
remaining provisions (or portion thereof) shall nonetheless be in full force and
effect.

              (h)  Except  as  specifically   provided  herein,  the  terms  and
conditions  of the Lease as amended  hereby are  confirmed  and continue in full
force and effect.

              (i) If either party commences litigation against the other for the
specific  performance  of this  Amendment,  for damages for the breach hereof or
otherwise for enforcement of any remedy  hereunder,  the parties hereto agree to
and  hereby do waive any right to a trial by jury and,  in the event of any such
commencement  of litigation,  the prevailing  party shall be entitled to recover
from the other party such costs and actual  professional fees such as appraisers
and  accountants  and  reasonable  attorneys'  fees as may have  been  incurred,
including  any and all costs and fees  incurred  in  enforcing,  perfecting  and
executing such judgment.

<PAGE>


      IN WITNESS WHEREOF, this Amendment was executed as of the date first above
written.

                         Tenant:

                         SPATIALIGHT, INC.,
                         a New York corporation

                         By:_______________________________________

                         Print Name:________________________________

                         Its:_______________________________________


                         Landlord:

                         HAMILTON MARIN, LLC,
                         a California limited liability company

                         By: Barker Pacific Group, Inc., a Delaware
                             corporation, its Authorized Signatory

                             By:_________________________________
                                   Michael D. Barker,
                                   Managing Director