EXHIBIT C

THESE  SECURITIES  HAVE NOT BEEN  REGISTERED  WITH THE  SECURITIES  AND EXCHANGE
COMMISSION  OR THE  SECURITIES  COMMISSION  OF ANY  STATE  IN  RELIANCE  UPON AN
EXEMPTION  FROM  REGISTRATION  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND, ACCORDINGLY,  MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT
TO AN EFFECTIVE  REGISTRATION  STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
AN  AVAILABLE   EXEMPTION  FROM,  OR  IN  A  TRANSACTION  NOT  SUBJECT  TO,  THE
REGISTRATION   REQUIREMENTS  OF  THE  SECURITIES  ACT  AND  IN  ACCORDANCE  WITH
APPLICABLE  STATE  SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO
THE  TRANSFEROR  TO SUCH  EFFECT,  THE  SUBSTANCE  OF WHICH SHALL BE  REASONABLY
ACCEPTABLE TO THE COMPANY.  THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A
BONA FIDE MARGIN  ACCOUNT WITH A REGISTERED  BROKER-DEALER  OR OTHER LOAN WITH A
FINANCIAL INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a)
UNDER THE SECURITIES ACT.

                             STOCK PURCHASE WARRANT

                To Purchase __________ Shares of Common Stock of

                                SPATIALIGHT, INC.

                  THIS  STOCK  PURCHASE   WARRANT   CERTIFIES  that,  for  value
received,  _____________ (the "Holder"), is entitled, upon the terms and subject
to the limitations on exercise and the conditions  hereinafter set forth, at any
time on or after August 8, 2003 (the "Initial Exercise Date") and on or prior to
the close of business on the five-year  anniversary of the Initial Exercise Date
(the "Termination Date") but not thereafter,  to subscribe for and purchase from
SpatiaLight,  Inc.,  a  corporation  incorporated  in the State of New York (the
"Company"),  up to ____________  shares (the "Warrant  Shares") of Common Stock,
par value $0.01 per share,  of the Company  (the "Common  Stock").  The purchase
price of one share of Common  Stock (the  "Exercise  Price")  under this Warrant
shall be $3.29,  subject to  adjustment  hereunder.  The Exercise  Price and the
number of Warrant Shares for which the Warrant is  exercisable  shall be subject
to  adjustment  as provided  herein.  CAPITALIZED  TERMS USED AND NOT  OTHERWISE
DEFINED  HEREIN SHALL HAVE THE  MEANINGS  SET FORTH IN THAT  CERTAIN  SECURITIES
PURCHASE AGREEMENT (THE "PURCHASE AGREEMENT"), DATED AUGUST 8, 2003, BETWEEN THE
COMPANY AND THE INVESTORS SIGNATORY THERETO.


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<PAGE>

         1.  Title to  Warrant.  Prior to the  Termination  Date and  subject to
compliance with applicable laws and Section 7 of this Warrant,  this Warrant and
all rights  hereunder  are  transferable,  in whole or in part, at the office or
agency of the  Company by the Holder in person or by duly  authorized  attorney,
upon surrender of this Warrant  together with the Assignment Form annexed hereto
properly  endorsed.  The transferee shall sign an investment  letter in form and
substance reasonably satisfactory to the Company.

         2.  Authorization  of Shares.  The Company  covenants  that all Warrant
Shares which may be issued upon the exercise of the purchase rights  represented
by this Warrant will, upon exercise of the purchase  rights  represented by this
Warrant,  be duly authorized,  validly issued,  fully paid and nonassessable and
free from all taxes,  liens and charges in respect of the issue  thereof  (other
than taxes in  respect of any  transfer  occurring  contemporaneously  with such
issue).

         3. Exercise of Warrant.

                  (a) Except as  provided  in Section 4 herein,  exercise of the
         purchase rights  represented by this Warrant may be made at any time or
         times on or after  the  Initial  Exercise  Date  and on or  before  the
         Termination  Date by the  surrender  of this  Warrant and the Notice of
         Exercise  Form  annexed  hereto  duly  executed,  at the  office of the
         Company  (or such  other  office  or agency  of the  Company  as it may
         designate by notice in writing to the registered  Holder at the address
         of such Holder  appearing on the books of the Company) and upon payment
         of the Exercise Price of the shares thereby  purchased by wire transfer
         or cashier's  check drawn on a United States bank.  Upon such exercise,
         the Holder shall be entitled to receive a certificate for the number of
         Warrant  Shares  so  purchased.   Certificates   for  shares  purchased
         hereunder  shall be  delivered  to the Holder  within nine Trading Days
         after the date on which  this  Warrant  shall  have been  exercised  as
         aforesaid.  Notwithstanding anything herein to the contrary, in lieu of
         issuing  certificates  for  shares  purchased  hereunder,  upon  mutual
         agreement of the Company and the Holder,  the Company may authorize its
         transfer agent to issue shares through  electronic  transactions.  This
         Warrant shall be deemed to have been exercised and such  certificate or
         certificates  shall be deemed to have been  issued,  and  Holder or any
         other person so  designated to be named therein shall be deemed to have
         become a holder of record of such  shares for all  purposes,  as of the
         date the  Warrant has been  exercised  by payment to the Company of the
         Exercise Price and all taxes required to be paid by the Holder, if any,
         pursuant to Section 5 prior to the issuance of such  shares,  have been
         paid. If the Company  fails to deliver to the Holder a  certificate  or
         certificates  representing  the Warrant Shares pursuant to this Section
         3(a) by the ninth  Trading  Day after  the date of  exercise,  then the
         Holder will have the right to rescind such exercise. In addition to any
         other rights  available to the Holder,  if the Company fails to deliver
         to the Holder a certificate or  certificates  representing  the Warrant
         Shares  pursuant to an exercise by the ninth Trading Day after the date
         of exercise, and if after such ninth Trading Day the Holder is required
         by its broker to purchase (in an open market  transaction or otherwise)
         shares of Common  Stock to  deliver  in  satisfaction  of a sale by the
         Holder of the Warrant  Shares  which the Holder  anticipated  receiving
         upon such exercise (a "Buy-In"), then the


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<PAGE>

         Company shall (1) pay in cash to the Holder the amount by which (x) the
         Holder's total purchase price (including brokerage commissions, if any)
         for the  shares of Common  Stock so  purchased  exceeds  (y) the amount
         obtained  by  multiplying  (A) the  number of Warrant  Shares  that the
         Company was  required to deliver to the Holder in  connection  with the
         exercise  at issue  times (B) the price at which the sell order  giving
         rise to such purchase obligation was executed, and (2) at the option of
         the Holder,  either reinstate the portion of the Warrant and equivalent
         number of Warrant  Shares for which such  exercise  was not  honored or
         deliver to the  Holder the number of shares of Common  Stock that would
         have been issued had the Company timely  complied with its exercise and
         delivery  obligations  hereunder.  For example, if the Holder purchases
         Common Stock having a total purchase price of $11,000 to cover a Buy-In
         with respect to an attempted exercise of shares of Common Stock with an
         aggregate  sale  price  giving  rise to  such  purchase  obligation  of
         $10,000,  under clause (1) of the  immediately  preceding  sentence the
         Company  shall be required to pay the Holder  $1,000.  The Holder shall
         provide the Company  written notice  indicating the amounts  payable to
         the  Holder  in  respect  of  the  Buy-In,   together  with  applicable
         confirmations and other evidence  reasonably  requested by the Company.
         Nothing  herein  shall  limit a  Holder's  right to  pursue  any  other
         remedies  available  to it  hereunder,  at law or in equity  including,
         without limitation,  a decree of specific performance and/or injunctive
         relief  with  respect  to  the  Company's  failure  to  timely  deliver
         certificates  representing  shares of Common Stock upon exercise of the
         Warrant as required pursuant to the terms hereof.

                  (b) If this Warrant  shall have been  exercised  in part,  the
         Company  shall,   at  the  time  of  delivery  of  the  certificate  or
         certificates  representing  Warrant  Shares,  deliver  to  Holder a new
         Warrant  evidencing  the rights of Holder to purchase  the  unpurchased
         Warrant  Shares called for by this Warrant,  which new Warrant shall in
         all other respects be identical with this Warrant.

                  (c)  Notwithstanding  anything  herein to the contrary,  in no
         event  shall the Holder be  permitted  to  exercise  this  Warrant  for
         Warrant  Shares to the  extent  that (i) the number of shares of Common
         Stock  beneficially  owned by such Holder,  together with any affiliate
         thereof  (other than  Warrant  Shares  issuable  upon  exercise of this
         Warrant) plus (ii) the number of Warrant Shares  issuable upon exercise
         of this Warrant,  would be equal to or exceed  4.9999% of the number of
         shares of Common Stock then issued and  outstanding,  including  shares
         issuable  upon  exercise  of this  Warrant  held by such  Holder  after
         application of this Section 3(c). As used herein,  beneficial ownership
         shall be determined  in  accordance  with Section 13(d) of the Exchange
         Act and the  rules  promulgated  thereunder.  To the  extent  that  the
         limitation contained in this Section 3(c) applies, the determination of
         whether this Warrant is  exercisable  (in relation to other  securities
         owned  by the  Holder)  and of  which  a  portion  of this  Warrant  is
         exercisable  shall be in the sole  discretion  of such Holder,  and the
         submission of a Notice of Exercise  shall be deemed to be such Holder's
         determination  of whether this Warrant is  exercisable  (in relation to
         other  securities  owned by such  Holder) and of which  portion of this
         Warrant  is  exercisable,  in  each  case  subject  to  such  aggregate
         percentage  limitation,  and the Company  shall have no  obligation  to
         verify or confirm the accuracy of such determination. Nothing contained
         herein  shall be deemed to  restrict  the right of a Holder to exercise
         this Warrant into Warrant Shares at such time as such exercise will not
         violate


                                       3
<PAGE>

         the  provisions  of this Section 3(c).  The  provisions of this Section
         3(c) may be waived by the Holder  upon,  at the election of the Holder,
         not less than 61 days' prior notice to the Company,  and the provisions
         of this  Section  3(c) shall  continue to apply until such 61st day (or
         such later date, as  determined  by the Holder,  as may be specified in
         such notice of waiver).  No exercise of this  Warrant in  violation  of
         this Section 3(c) but otherwise in  accordance  with this Warrant shall
         affect the status of the Warrant Shares as validly  issued,  fully-paid
         and nonassessable.

                  (d) If at any time after one year from the date of issuance of
         this Warrant there is no effective  Registration  Statement registering
         the resale of the Warrant  Shares by the Holder,  this Warrant may also
         be  exercised  at such time by means of a "cashless  exercise" in which
         the Holder shall be entitled to receive a certificate for the number of
         Warrant Shares equal to the quotient  obtained by dividing  [(A-B) (X)]
         by (A), where:

         (A)      = the Closing  Price on the Trading Day  preceding the date of
                    such election;

         (B)      = the Exercise Price of the Warrants, as adjusted; and

         (X)      = the number of Warrant  Shares  issuable upon exercise of the
                    Warrants in accordance with the terms of this Warrant.

                  (e) Subject to the  provisions of this Section 3, if after the
         Effective Date the Closing Price (the "Measurement Price") exceeds 250%
         of the then Exercise  Price  (subject to adjustment  herein)("Threshold
         Price Date") and the daily average  trading  volume of the Common Stock
         for the 10 Trading Days  including  and prior to such  Threshold  Price
         Date exceeds 100,000 shares,  then the Company may, within five Trading
         Days of such date,  call for the exercise of all or any portion of this
         Warrant for which a Notice of Exercise has not yet been delivered (such
         right, a "Call").  To exercise this right,  the Company must deliver to
         the Holder an irrevocable written notice (a "Call Notice"),  indicating
         therein the  portion of  unexercised  portion of this  Warrant to which
         such notice applies (such date, the "Call Date").  Within three Trading
         Days of the Call  Date,  the  Holder  shall pay to the  Company by wire
         transfer of  immediately  available  funds the  exercise  price for the
         Warrant  Shares to be issued in  connection  with the Call Notice.  Any
         unexercised  portion of this  Warrant to which the Call Notice does not
         pertain  will  be  unaffected  by  such  Call  Notice.  Notwithstanding
         anything to the contrary set forth in this Warrant, the Company may not
         deliver a Call Notice or require the  cancellation of this Warrant (and
         any Call Notice will be void), unless, at the time of sending such Call
         Notice, the Registration Statement shall be effective as to all Warrant
         Shares and the  prospectus  thereunder  available for use by the Holder
         for the resale all such  Warrant  Shares and the Common  Stock shall be
         listed or quoted for  trading  on the  Trading  Market.  Subject to the
         preceding  sentence,  the Holder's obligation to pay the exercise price
         for the Warrant Shares to be issued in connection  with the Call Notice
         shall be absolute and  unconditional at the time of sending of the Call
         Notice.

         4. No  Fractional  Shares  or  Scrip.  No  fractional  shares  or scrip
representing  fractional  shares  shall  be  issued  upon the  exercise  of this
Warrant.  As to any fraction of a share which Holder would otherwise be entitled
to purchase  upon such  exercise,  the Company  shall


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<PAGE>

pay a cash  adjustment  in respect of such final  fraction in an amount equal to
such fraction multiplied by the Exercise Price.

         5. Charges,  Taxes and Expenses.  Issuance of certificates  for Warrant
Shares shall be made without  charge to the Holder for any issue or transfer tax
or other incidental expense in respect of the issuance of such certificate,  all
of which taxes and expenses shall be paid by the Company,  and such certificates
shall be  issued  in the name of the  Holder  or in such name or names as may be
directed by the Holder;  provided,  however,  that in the event certificates for
Warrant  Shares are to be issued in a name  other  than the name of the  Holder,
this  Warrant  when  surrendered  for  exercise  shall  be  accompanied  by  the
Assignment Form attached hereto duly executed by the Holder; and the Company may
require, as a condition thereto, the payment of a sum sufficient to reimburse it
for any transfer tax incidental thereto.

         6. Closing of Books.  The Company will not close its stockholder  books
or records in any manner  which  prevents the timely  exercise of this  Warrant,
pursuant to the terms hereof.

         7. Transfer, Division and Combination.

                  (a) Subject to compliance with any applicable  securities laws
         and the  conditions  set forth in Sections 1 and 7(f) hereof and to the
         provisions of Section 4.1 of the Purchase  Agreement,  this Warrant and
         all  rights  hereunder  are  transferable,  in whole  or in part,  upon
         surrender  of this  Warrant  at the  principal  office of the  Company,
         together with a written assignment of this Warrant substantially in the
         form  attached  hereto  duly  executed  by the  Holder  or its agent or
         attorney and funds  sufficient  to pay any transfer  taxes payable upon
         the making of such transfer. Upon such surrender and, if required, such
         payment,  the  Company  shall  execute  and  deliver a new  Warrant  or
         Warrants  in  the  name  of  the  assignee  or  assignees  and  in  the
         denomination   or   denominations   specified  in  such  instrument  of
         assignment,  and shall issue to the  assignor a new Warrant  evidencing
         the portion of this  Warrant not so assigned,  and this  Warrant  shall
         promptly  be  cancelled.  A  Warrant,  if  properly  assigned,  may  be
         exercised  by a new holder for the purchase of Warrant  Shares  without
         having a new Warrant issued.

                  (b)  This  Warrant  may be  divided  or  combined  with  other
         Warrants  of like  tenor  and  terms  upon  presentation  hereof at the
         aforesaid  office  of  the  Company,  together  with a  written  notice
         specifying the names and  denominations in which new Warrants are to be
         issued,  signed  by the  Holder or its agent or  attorney.  Subject  to
         compliance  with Section 7(a), as to any transfer which may be involved
         in such division or combination,  the Company shall execute and deliver
         a new Warrant or Warrants in exchange for the Warrant or Warrants to be
         divided or combined in accordance with such notice.

                  (c) The Company  shall  prepare,  issue and deliver at its own
         expense  (other than transfer  taxes) the new Warrant or Warrants under
         this Section 7.

                  (d) The Company agrees to maintain,  at its aforesaid  office,
         books for the  registration  and the  registration  of  transfer of the
         Warrants.


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<PAGE>

                  (e) If,  at the  time of the  surrender  of  this  Warrant  in
         connection  with any  transfer of this  Warrant,  the  transfer of this
         Warrant shall not be registered  pursuant to an effective  registration
         statement  under  the  Securities  Act  and  under   applicable   state
         securities or blue sky laws, the Company may require, as a condition of
         allowing  such  transfer  (i) that the  Holder  or  transferee  of this
         Warrant,  as the case may be, furnish to the Company a written  opinion
         of  counsel  (which  opinion  shall be in  form,  substance  and  scope
         customary  for opinions of counsel in comparable  transactions)  to the
         effect that such  transfer may be made without  registration  under the
         Securities Act and under  applicable state securities or blue sky laws,
         (ii) that the holder or  transferee  execute and deliver to the Company
         an investment  letter in form and  substance  acceptable to the Company
         and (iii) that the transferee be an "accredited investor" as defined in
         Rule 501(a) promulgated under the Securities Act.

         8. No Rights as  Shareholder  until  Exercise.  This  Warrant  does not
entitle the Holder to any voting rights or other rights as a shareholder  of the
Company prior to the exercise hereof. Upon the surrender of this Warrant and the
payment of the aggregate  Exercise Price,  the Warrant Shares so purchased shall
be and be deemed to be issued to such Holder as the record  owner of such shares
as of the  close of  business  on the  later of the  date of such  surrender  or
payment.

         9. Loss,  Theft,  Destruction  or  Mutilation  of Warrant.  The Company
covenants that upon receipt by the Company of evidence  reasonably  satisfactory
to it of the loss, theft, destruction or mutilation of this Warrant or any stock
certificate  relating  to the  Warrant  Shares,  and in case of  loss,  theft or
destruction,  of indemnity or security reasonably  satisfactory to it (which, in
the case of the  Warrant,  shall not include the posting of any bond),  and upon
surrender and cancellation of such Warrant or stock  certificate,  if mutilated,
the Company  will make and deliver a new  Warrant or stock  certificate  of like
tenor  and  dated  as of such  cancellation,  in lieu of such  Warrant  or stock
certificate.

         10. Saturdays, Sundays, Holidays, etc. If the last or appointed day for
the  taking of any action or the  expiration  of any right  required  or granted
herein shall be a Saturday,  Sunday or a legal holiday,  then such action may be
taken or such right may be exercised on the next  succeeding day not a Saturday,
Sunday or legal holiday.

         11. Adjustments of Exercise Price and Number of Warrant Shares;

                  (a) Stock  Splits,  etc.  The  number  and kind of  securities
         purchasable  upon the exercise of this  Warrant and the Exercise  Price
         shall be subject to adjustment  from time to time upon the happening of
         any of the  following.  In case the Company shall (i) pay a dividend in
         shares of Common Stock or make a distribution in shares of Common Stock
         to  holders  of  its  outstanding  Common  Stock,  (ii)  subdivide  its
         outstanding  shares of Common  Stock  into a greater  number of shares,
         (iii)  combine its  outstanding  shares of Common  Stock into a smaller
         number  of  shares of Common  Stock,  or (iv)  issue any  shares of its
         capital  stock in a  reclassification  of the  Common  Stock,  then the
         number of Warrant  Shares  purchasable  upon  exercise of this  Warrant
         immediately prior thereto shall be adjusted so that the Holder shall be
         entitled  to receive  the kind and  number of  Warrant  Shares or other
         securities  of the  Company  which it  would  have  owned or have  been


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<PAGE>

         entitled to receive had such Warrant been exercised in advance thereof.
         Upon each such  adjustment of the kind and number of Warrant  Shares or
         other  securities of the Company which are purchasable  hereunder,  the
         Holder shall  thereafter  be entitled to purchase the number of Warrant
         Shares  or  other  securities  resulting  from  such  adjustment  at an
         Exercise  Price  per  Warrant  Share  or  other  security  obtained  by
         multiplying  the  Exercise  Price in effect  immediately  prior to such
         adjustment by the number of Warrant Shares purchasable  pursuant hereto
         immediately  prior to such  adjustment  and  dividing  by the number of
         Warrant Shares or other  securities of the Company  resulting from such
         adjustment.  An adjustment made pursuant to this paragraph shall become
         effective   immediately   after  the  effective   date  of  such  event
         retroactive to the record date, if any, for such event.

                  (b)  Adjustment at One Year  Anniversary.  If, on the one year
         anniversary  date of the Purchase  Agreement,  the Company's  aggregate
         revenues  (including account  receivables) during the period commencing
         on the  Closing  Date and  ending on the  one-year  anniversary  of the
         Closing is less than $15  million,  then the  Exercise  Price  shall be
         reduced to equal $2.28,  subject to adjustment  for reverse and forward
         stock splits,  stock  dividends,  stock  combinations and other similar
         transactions  of the  Common  Stock  that  occur  after the date of the
         Purchase Agreement.

         12.   Reorganization,   Reclassification,   Merger,   Consolidation  or
Disposition  of  Assets.  In case the  Company  shall  reorganize  its  capital,
reclassify  its  capital  stock,  consolidate  or  merge  with or  into  another
corporation  (where the Company is not the surviving  corporation or where there
is a change in or distribution with respect to the Common Stock of the Company),
or sell, transfer or otherwise dispose of all or substantially all its property,
assets or business  to another  corporation  and,  pursuant to the terms of such
reorganization,   reclassification,  merger,  consolidation  or  disposition  of
assets, shares of common stock of the successor or acquiring corporation, or any
cash,  shares of stock or other securities or property of any nature  whatsoever
(including  warrants or other subscription or purchase rights) in addition to or
in lieu of  common  stock of the  successor  or  acquiring  corporation  ("Other
Property"),  are to be received by or distributed to the holders of Common Stock
of the Company,  then the Holder shall have the right thereafter to receive upon
exercise of this Warrant,  the number of shares of Common Stock of the successor
or acquiring corporation or of the Company, if it is the surviving  corporation,
and  Other  Property  receivable  upon or as a  result  of such  reorganization,
reclassification,  merger, consolidation or disposition of assets by a Holder of
the  number of shares of Common  Stock for which  this  Warrant  is  exercisable
immediately   prior  to  such  event.  In  case  of  any  such   reorganization,
reclassification,  merger, consolidation or disposition of assets, the successor
or acquiring  corporation (if other than the Company) shall expressly assume the
due and  punctual  observance  and  performance  of each and every  covenant and
condition of this  Warrant to be  performed  and observed by the Company and all
the obligations and liabilities hereunder,  subject to such modifications as may
be deemed appropriate (as determined in good faith by resolution of the Board of
Directors of the Company) in order to provide for  adjustments of Warrant Shares
for which this Warrant is  exercisable  which shall be as nearly  equivalent  as
practicable to the adjustments  provided for in this Section 12. For purposes of
this Section 12, "common stock of the successor or acquiring  corporation" shall
include  stock of such  corporation  of any class which is not  preferred  as to
dividends or assets over any other class of stock of such  corporation and which
is  not  subject  to  redemption   and  shall  also  include  any  evidences  of
indebtedness,  shares of stock or other securities which are convertible into or
exchangeable  for any such stock,


                                       7
<PAGE>

either immediately or upon the arrival of a specified date or the happening of a
specified  event and any warrants or other  rights to subscribe  for or purchase
any such stock.  The  foregoing  provisions  of this Section 12 shall  similarly
apply to successive reorganizations,  reclassifications, mergers, consolidations
or disposition of assets.

         13.  Voluntary  Adjustment by the Company.  The Company may at any time
during the term of this Warrant  reduce the then current  Exercise  Price to any
amount and for any period of time deemed  appropriate  by the Board of Directors
of the Company.

         14.  Notice of  Adjustment.  Whenever  the number of Warrant  Shares or
number or kind of securities or other property  purchasable upon the exercise of
this Warrant or the Exercise Price is adjusted, as herein provided,  the Company
shall give notice thereof to the Holder,  which notice shall state the number of
Warrant Shares (and other securities or property)  purchasable upon the exercise
of this  Warrant  and the  Exercise  Price of such  Warrant  Shares  (and  other
securities or property) after such  adjustment,  setting forth a brief statement
of the facts  requiring  such  adjustment  and setting forth the  computation by
which such adjustment was made.

         15. Notice of Corporate Action. If at any time:

                  (a) the  Company  shall  take a record of the  holders  of its
         Common Stock for the purpose of entitling them to receive a dividend or
         other  distribution,  or any right to  subscribe  for or  purchase  any
         evidences of its indebtedness,  any shares of stock of any class or any
         other securities or property, or to receive any other right, or

                  (b) there shall be any capital  reorganization of the Company,
         any  reclassification  or  recapitalization of the capital stock of the
         Company or any  consolidation  or merger of the  Company  with,  or any
         sale,  transfer or other  disposition of all or  substantially  all the
         property, assets or business of the Company to, another corporation or,

                  (c) there shall be a  voluntary  or  involuntary  dissolution,
         liquidation or winding up of the Company;

then, in any one or more of such cases,  the Company shall give to Holder (i) at
least 20 days' prior written  notice of the date on which a record date shall be
selected for such dividend,  distribution or right or for determining  rights to
vote  in  respect  of  any  such   reorganization,   reclassification,   merger,
consolidation, sale, transfer, disposition,  liquidation or winding up, and (ii)
in the case of any such reorganization, reclassification, merger, consolidation,
sale, transfer, disposition, dissolution, liquidation or winding up, at least 20
days'  prior  written  notice of the date when the same shall take  place.  Such
notice in accordance  with the foregoing  clause also shall specify (i) the date
on which  any such  record  is to be taken  for the  purpose  of such  dividend,
distribution  or right,  the date on which the holders of Common  Stock shall be
entitled  to any such  dividend,  distribution  or  right,  and the  amount  and
character  thereof,  and  (ii)  the  date  on  which  any  such  reorganization,
reclassification,    merger,   consolidation,   sale,   transfer,   disposition,
dissolution,  liquidation  or winding  up is to take place and the time,  if any
such  time is to be fixed,  as of which the  holders  of Common  Stock  shall be
entitled to exchange  their  Warrant  Shares for  securities  or other  property
deliverable upon such disposition,  dissolution,


                                       8
<PAGE>

liquidation or winding up. Each such written notice shall be sufficiently  given
if addressed  to Holder at the last address of Holder  appearing on the books of
the Company and delivered in accordance with Section 17(d).

         16. Authorized Shares. The Company covenants that during the period the
Warrant is outstanding,  it will reserve from its authorized and unissued Common
Stock a  sufficient  number of shares to provide for the issuance of the Warrant
Shares upon the exercise of any purchase rights under this Warrant.  The Company
further  covenants  that its  issuance of this  Warrant  shall  constitute  full
authority  to its  officers  who are charged  with the duty of  executing  stock
certificates  to execute and issue the  necessary  certificates  for the Warrant
Shares upon the exercise of the purchase rights under this Warrant.  The Company
will take all such  reasonable  action as may be  necessary  to assure that such
Warrant  Shares  may be issued  as  provided  herein  without  violation  of any
applicable law or regulation,  or of any requirements of the Trading Market upon
which the Common Stock may be listed.

            Except and to the extent as waived or  consented  to by the  Holder,
the Company shall not by any action, including, without limitation, amending its
certificate of incorporation or through any reorganization,  transfer of assets,
consolidation,  merger,  dissolution,  issue or sale of  securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms of this  Warrant,  but will at all times in good  faith  assist in the
carrying  out of all such terms and in the taking of all such  actions as may be
necessary  or  appropriate  to protect the rights of Holder as set forth in this
Warrant against  impairment.  Without  limiting the generality of the foregoing,
the Company will (a) not increase the par value of any Warrant  Shares above the
amount payable therefor upon such exercise immediately prior to such increase in
par value,  (b) take all such action as may be necessary or appropriate in order
that the Company may  validly  and  legally  issue fully paid and  nonassessable
Warrant  Shares upon the  exercise  of this  Warrant,  and (c) use  commercially
reasonable  efforts to obtain all such  authorizations,  exemptions  or consents
from any public regulatory body having jurisdiction  thereof as may be necessary
to enable the Company to perform its obligations under this Warrant.

            Before  taking any action which would result in an adjustment in the
number of Warrant

Shares for which this  Warrant is  exercisable  or in the  Exercise  Price,  the
Company shall obtain all such  authorizations or exemptions thereof, or consents
thereto,  as may be necessary from any public  regulatory  body or bodies having
jurisdiction thereof.

         17. Miscellaneous.

                  (a)  Jurisdiction.  This Warrant  shall  constitute a contract
         under the laws of New York,  without  regard  to its  conflict  of law,
         principles or rules.

                  (b)  Restrictions.  The Holder  acknowledges  that the Warrant
         Shares  acquired upon the exercise of this Warrant,  if not registered,
         will  have  restrictions  upon  resale  imposed  by state  and  federal
         securities laws.

                  (c) Nonwaiver and Expenses.  No course of dealing or any delay
         or failure to exercise any right  hereunder on the part of Holder shall
         operate  as a waiver  of such


                                       9
<PAGE>

         right or  otherwise  prejudice  Holder's  rights,  powers or  remedies,
         notwithstanding all rights hereunder terminate on the Termination Date.
         If the  Company  willfully  and  knowingly  fails  to  comply  with any
         provision of this Warrant, which results in any material damages to the
         Holder,  the  Company  shall pay to  Holder  such  amounts  as shall be
         sufficient to cover any costs and expenses  including,  but not limited
         to,   reasonable   attorneys'   fees,   including  those  of  appellate
         proceedings,  incurred by Holder in collecting any amounts due pursuant
         hereto or in otherwise enforcing any of its rights,  powers or remedies
         hereunder.

                  (d) Notices. Any notice, request or other document required or
         permitted to be given or  delivered to the Holder by the Company  shall
         be delivered in accordance  with the notice  provisions of the Purchase
         Agreement.

                  (e) Successors and Assigns.  Subject to applicable  securities
         laws,  this  Warrant and the rights and  obligations  evidenced  hereby
         shall inure to the benefit of and be binding upon the successors of the
         Company  and the  successors  and  permitted  assigns  of  Holder.  The
         provisions  of this  Warrant are  intended to be for the benefit of all
         Holders from time to time of this Warrant and shall be  enforceable  by
         any such Holder or holder of Warrant Shares.

                  (f) Amendment.  This Warrant may be modified or amended or the
         provisions  hereof  waived with the written  consent of the Company and
         the Holder.

                  (g) Severability.  Wherever  possible,  each provision of this
         Warrant  shall be  interpreted  in such manner as to be  effective  and
         valid under  applicable law, but if any provision of this Warrant shall
         be prohibited by or invalid under  applicable law, such provision shall
         be ineffective to the extent of such prohibition or invalidity, without
         invalidating   the  remainder  of  such  provisions  or  the  remaining
         provisions of this Warrant.

                  (h)  Headings.  The headings  used in this Warrant are for the
         convenience of reference only and shall not, for any purpose, be deemed
         a part of this Warrant.

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


                                       10
<PAGE>


                  IN WITNESS WHEREOF,  the Company has caused this Warrant to be
executed by its officer thereunto duly authorized.

Dated:  August 8, 2003

                                            SPATIALIGHT, INC.

                                            By:_________________________________
                                                  Name:
                                                  Title:


                                       11
<PAGE>

                               NOTICE OF EXERCISE

To:      SpatiaLight, Inc.

         (1)______The  undersigned  hereby elects to purchase  ________  Warrant
Shares of SpatiaLight,  Inc. pursuant to the terms of the attached Warrant,  and
tenders  herewith  such  Warrant  and  payment  of the  exercise  price in full,
together with all applicable transfer taxes, if any.

         (2)______Please  issue a certificate or certificates  representing said
Warrant  Shares  in the  name of the  undersigned  or in such  other  name as is
specified below:

----------------------------------------

The Warrant Shares shall be delivered to the following:

----------------------------------------

----------------------------------------

----------------------------------------

         (3) Accredited Investor. The undersigned is an "accredited investor" as
defined  in  Regulation  D  promulgated  under the  Securities  Act of 1933,  as
amended.

                              [PURCHASER]


                              By: ______________________________
                                    Name:
                                    Title:

                              Dated:  ________________________



                                       12
<PAGE>


                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)

                  FOR  VALUE  RECEIVED,  subject  to  receipt  of the  Company's
consent,  the  foregoing  Warrant  and all rights  evidenced  thereby are hereby
assigned to

_______________________________________________ whose address is


-----------------------------------------------

                           Dated:  ______________, ____________

                           Holder's Signature: ________________

                           Holder's Address:___________________

Signature Guaranteed:  ________________________________________


NOTE: The signature to this  Assignment Form must correspond with the name as it
appears on the face of the Warrant,  without  alteration or  enlargement  or any
change whatsoever,  and must be guaranteed by a bank or trust company.  Officers
of corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.