<PAGE>

                                                                     Exhibit 4.3


THE  CORPORATION  WILL NOT TRANSFER THIS OPTION OR THE UNDERLYING  COMMON SHARES
UNLESS  (i) THERE IS AN  EFFECTIVE  REGISTRATION  COVERING  SUCH  OPTION OR SUCH
SHARES,  AS THE CASE MAY BE,  UNDER THE  SECURITIES  ACT OF 1933 AND  APPLICABLE
STATES  SECURITIES  LAWS,  (ii) IT FIRST  RECEIVES  A LETTER  FROM AN  ATTORNEY,
ACCEPTABLE TO THE BOARD OF DIRECTORS OR ITS AGENTS,  STATING THAT IN THE OPINION
OF THE  ATTORNEY  THE PROPOSED  TRANSFER IS EXEMPT FROM  REGISTRATION  UNDER THE
SECURITIES ACT OF 1933 AND UNDER ALL APPLICABLE  STATE SECURITIES LAWS, OR (iii)
THE TRANSFER IS MADE PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933.

Void after 5:00 pm, New York Time on October 18, 2010.

                                                              Option to Purchase
                                                                 Common Shares

                        OPTION TO PURCHASE COMMON SHARES
                                       OF
                                SPATIALIGHT, INC.

         THIS  IS  TO  CERTIFY  THAT,  FOR  VALUE  RECEIVED,   Steven  F.  Tripp
("Optionee") is entitled to purchase,  subject to the provisions of this Option,
from Spatialight,  Inc., a New York corporation ("Corporation"),  at the closing
price on the NASDAQ Small Cap Market on October 18, 2000 which equaled $1.50 per
Share,  up to One  Hundred and Fifty  Thousand  (150,000)  common  shares of the
Corporation,  $0.01 per share par value ("Shares") at any time during the period
commencing on the date hereof and  terminating  at 5:00 p.m.,  New York Time, on
October 18, 2010 (the "Option  Termination  Date").  The Shares deliverable upon
the  exercise  of this  Option  are  hereinafter  sometimes  referred  to as the
"Underlying  Shares" and the exercise price of this Option to purchase one Share
is  hereinafter  sometimes  referred  to as the  "Exercise  Price."  The  Shares
deliverable  upon the  exercise of the Options are  hereinafter  sometimes  also
referred to as the "Option Shares."

         The Board of Directors of the  Corporation  authorized  the granting of
the Option on and as of October 18, 2000.

         This Option shall not be, nor is it intended to be, an "Incentive Stock
Option" within the meaning of Section 422(b) of the U.S.  Internal Revenue Code.
This Option shall be deemed a Non-Statutory stock option.

         This Option is not  granted  under,  and shall not be governed  by, the
"Spatialight,  Inc. 1999 Stock Option Plan" or the "1993  Nonstatutory  Employee
Stock  Option  Plan" of the  Corporation  or any other stock option plans now in
effect  or  hereafter  adopted  by the  Corporation,  but  this  Option  and the
Underlying  Shares shall be entitled to the benefits of  registration  under the
Securities Act to the extent of and in accordance with the provisions of Section
11(b) hereof.


<PAGE>



         SECTION  1.  CONSIDERATION.  This  Option is  granted  to  Optionee  in
         consideration   of  the  following   special   services  (the  "Special
         Services")  heretofore  rendered by Optionee to the Corporation without
         receiving any compensation for his services (except for this Option) an
         this Option shall constitute the maximum compensation to which Optionee
         shall be entitled  for the Special  Services  Optionee has rendered and
         continues  to render to the  Corporation  through  June 30,  2001,  but
         Optionee  shall  be  entitled  to  retain  this  Option  and all of the
         benefits  conferred by the Option,  including the right to purchase the
         Option Shares upon exercise hereof, in whole or in part, upon the terms
         and  conditions  set forth  herein  regardless  of  whether  or not the
         Optionee  continues to render such Special  Services to the Corporation
         from and after the date hereof through June 30, 2001.

         The Special Services rendered by Optionee consist of and include:

         (a)      Assisting in the re-design of the Corporation's web site;

         (b)      Undertaking the Oracle Accounting Systems Evaluation;

         (c)      Assisting  in  negotiating  on behalf of the  Corporation  the
                  Second Phase of the Funding of the Convertible Notes issued by
                  the Corporation in December 1999;

         (d)      Negotiation on behalf of the  Corporation  the settlement with
                  Todd McMahon; and

         (e)      Assisting in the Corporation's  continuing  marketing efforts,
                  including designing its booth for forthcoming trade shows.

                  The  foregoing  Special  Services are in addition to services,
         which the Optionee  has rendered and  continues to render in the course
         of performing his duties as a member of the Corporation's Board.

         SECTION 2.  RESERVATION AND STATUS OF SHARES.  The  Corporation  hereby
         agrees  that at all times  there shall be  reserved  for  issuance  and
         delivery  upon  exercise  of this  Option  such number of its Shares as
         shall be required  for  issuance  and  delivery  upon  exercise of this
         Option, and that such Shares,  when issued in accordance with the terms
         of  this   Option,   shall  be  validly   issued,   fully   paid,   and
         non-assessable.

         SECTION 3. FRACTIONAL SHARES.  Fractional Shares or script representing
         fractional Shares may be issued upon the exercise of this Option.

         SECTION 4. EXERCISE OF THE OPTION

                           (a) Method of  Exercise.  Subject  to the  provisions
                  hereof,  this  Option may be  exercised,  in whole or in part,
                  during  the  period   commencing   on  the  date   hereof  and
                  terminating on the Option  Termination  Date, by  presentation


<PAGE>

                  and  surrender  hereof  to the  Corporation  at its  principal
                  office,  or at the office of its stock transfer agent, if any,
                  with the Option  Exercise  Form  annexed  hereto as Exhibit A,
                  duly executed and accompanied by payment of the Exercise Price
                  (by any of the means  permitted  under this Section 4) for the
                  number of Shares  specified in such form.  Upon receipt by the
                  Corporation of this Option at its principal  office, or by the
                  stock  transfer  agent  of the  Corporation,  if  any,  at its
                  office,  in proper form for  exercise,  the Optionee  shall be
                  deemed  to be  the  holder  of  record  of the  Option  Shares
                  issuable upon such  exercise,  notwithstanding  that the Share
                  transfer books of the Corporation shall then be closed or that
                  certificates representing such Option Shares shall not then be
                  actually delivered to the Optionee.

                           (b) Payment of Exercise  Price.  Except as  otherwise
                  provided  below,  payment of the aggregate  Exercise Price for
                  the number of Shares  for which the Option is being  exercised
                  shall be made (i) in cash, by check, or cash equivalent,  (ii)
                  by tender to the Company, or attestation to the ownership,  of
                  whole Shares owned by the Optionee  having a fair market value
                  (as   determined  by  the  Company   without   regard  to  any
                  restrictions on  transferability  applicable to such Shares by
                  reason of federal or state  securities laws or agreements with
                  an  underwriter  for the Company) not less than the  aggregate
                  Exercise  Price,  (iii) by means of a  Cashless  Exercise,  as
                  defined in Section 4(c)(ii), or (iv) by any combination of the
                  foregoing.

                           (c) Limitations on Forms of Consideration.

                                    (i)  Tender of Shares.  Notwithstanding  the
                           foregoing,  the Option may not be exercised by tender
                           to the Company,  or attestation to the ownership,  of
                           Shares to the extent such tender,  or  attestation to
                           the ownership, of Shares would constitute a violation
                           of the provisions of any law, regulation or agreement
                           restricting  the redemption of the Company's  Shares.
                           (The  Option  may not be  exercised  by tender to the
                           Company,  or attestation to the ownership,  of Shares
                           unless  such Shares  beneficially  have been owned by
                           the Optionee for more than six (6) months).

                                    (ii)   Cashless   Exercise.    A   "Cashless
                           Exercise"  means the assignment in a form  acceptable
                           to the Company of the proceeds of a sale or loan with
                           respect  to some or all of the Shares  acquired  upon
                           the  exercise of the Option  pursuant to a program or
                           procedure approved by the Company (including, without
                           limitation,  through an exercise  complying  with the
                           provisions of Regulation T as  promulgated  from time
                           to time by the  Board  of  Governors  of the  Federal
                           Reserve System). The Company reserves, at any and all
                           times,  the right, in the Company's sole and absolute
                           discretion,  to decline to approve or  terminate  any
                           such  program or  procedure.  Generally,  and without
                           limiting  the  Company's   absolute   discretion,   a
                           Cashless  Exercise  will  only be  permitted  at such
                           times during which the Shares  underlying this Option
                           are publicly traded.


<PAGE>

                           (d) Undertaking With Respect to Tax  Obligations.  At
                  the time of exercise of this Option,  in whole or in part,  or
                  at any time  thereafter as requested by the  Corporation,  the
                  Optionee shall undertake to be responsible  for, to pay any to
                  hold the Corporation harmless from and against any liabilities
                  for any sums  required to satisfy any  federal,  state,  local
                  and/or   foreign  tax   obligations   (including   withholding
                  obligations, if any) arising upon the exercise, in whole or in
                  part, of this Option,  the transfer,  in whole or in party, of
                  any  Shares  acquired  upon  exercise  of this  Option  or the
                  operation of any law or  regulation  applicable to this Option
                  or the exercise thereof, in whole or in part. Such undertaking
                  by  the  Option  shall  be  in  writing  in  form   reasonably
                  satisfactory  to the Corporation and shall be submitted by the
                  Optionee  to the  Corporation  at such  time  as the  Optionee
                  exercises this Option, in whole or in part.

                           (e)   Condition   to   Grant   and    Exercisability.
                  Notwithstanding  anything contained herein to the contrary, in
                  order  to  satisfy  certain   relevant  legal  and  regulatory
                  requirements,  the grant and vesting of this  Option  shall be
                  subject  to  ratification  and  approval  by the  holders of a
                  majority of the Corporation's then outstanding  Shares, and if
                  the  holders  of  such  majority  of  the  Corporation's  then
                  outstanding Shares do not ratify and approve the grant of this
                  Option at the next Annual or Special  Meeting of  Shareholders
                  of the  Corporation  within  twelve (12) months after the date
                  hereof,   the  Options  granted  hereby  shall   automatically
                  terminate,  be canceled  in their  entirety  and the  Optionee
                  shall  forfeit all rights with  respect  thereto or  otherwise
                  under this  Agreement  and this Option  shall be of no further
                  force of effect.  Prior to  ratification  and  approval by the
                  Corporation's   Shareholders  as  hereinabove  provided,  this
                  Option shall not be exercisable, in whole or in part.

         SECTION 5. EXCHANGE OR LOSS OF OPTION.

                           (a) This Option is exchangeable,  without expense, at
                  the option of the Optionee,  upon  presentation  and surrender
                  hereof to the Corporation at its principal  office,  or at the
                  office of its stock transfer  agent, if any, for other Options
                  of different denominations entitling the Optionee to purchase,
                  in the  aggregate,  the  same  number  of  Shares  purchasable
                  hereunder.

                           (b) Upon receipt by the  Corporation  of an affidavit
                  of loss which shall  constitute  evidence  satisfactory to the
                  Corporation of the loss, theft, destruction,  or mutilation of
                  this Option and (in the case of loss,  theft,  or destruction)
                  of reasonably satisfactory  indemnification,  and (in the case
                  of mutilation) upon surrender and cancellation of this Option,
                  the Corporation  will execute and deliver a new Option,  which
                  shall constitute an additional  contractual  obligation on the
                  part of the  Corporation,  whether or not this Option so lost,
                  stolen,   destroyed,   or  mutilated  shall  be  at  any  time
                  enforceable by anyone.

         SECTION 6. NON-TRANSFER AND TERMINATION OF THE OPTION.


<PAGE>

                           (a)  Nontransferability of the Option. The Option may
                  be exercised  during the lifetime of the Optionee  only by the
                  Optionee or the  Optionee's  guardian or legal  representative
                  and may not be assigned or transferred in any manner except by
                  will or by the laws of descent and distribution. Following the
                  death of the Optionee,  the Option,  to the extent provided in
                  Section  6(c),  may  be  exercised  by  the  Optionee's  legal
                  representative  or by any person  empowered to do so under the
                  deceased  Optionee's will or under the then applicable laws of
                  descent and distribution.

                           (b)  Termination  of the  Option.  The  Option  shall
                  terminate  and may no longer  be  exercised  after the  Option
                  Termination Date.

         SECTION  7.  RIGHTS OF THE  OPTIONEE.  Except as  provided  in the last
         sentence of Section 1, the  Optionee  shall not, by virtue  hereof,  be
         entitled to any rights as a shareholder in the  Corporation,  either at
         law or  equity.  The  rights  of the  Optionee  are  limited  to  those
         expressed  in  this  Option  and  are  not   enforceable   against  the
         Corporation except to the extent set forth herein.

         SECTION 8. ANTI-DILUTION PROVISIONS.  The number and kind of securities
         purchasable  upon the  exercise of this Option and the  Exercise  Price
         shall be subject to adjustment from time to time as follows:

                           (a)   Reclassification   of   Shares.   In  case  the
                  Corporation shall (i) pay a dividend or make a distribution on
                  the outstanding  Shares payable in Shares,  (ii) subdivide the
                  outstanding  Shares  into a greater  number of  Shares,  (iii)
                  combine the outstanding Shares into a lesser number of Shares,
                  or  (iv)  issue  by  reclassification  of  the  Shares  of the
                  Corporation,  the Optionee of this Option shall  thereafter be
                  entitled,  upon  exercise,  to receive  the number and kind of
                  Shares which,  if this Option had been  exercised  immediately
                  prior to the happening of such event,  the Optionee would have
                  owned upon such  exercise  and been  entitled to receive  upon
                  such  dividend,  distribution,  subdivision,  combination,  or
                  reclassification.  Such adjustment  shall become  effective on
                  the day next following (x) the record date of such dividend or
                  distribution  or (y)  the day  upon  which  such  subdivision,
                  combination, or reclassification shall become effective.

                           (b) Consolidation,  Merger or Sale of the Corporation
                  or its Assets.  In case the Corporation  shall  consolidate or
                  merge  into  or  with  another  corporation,  or in  case  the
                  Corporation  shall  sell or  convey  to any  other  person  or
                  persons  all  or   substantially   all  the  property  of  the
                  Corporation,  the Optionee shall thereafter be entitled,  upon
                  exercise,  to receive  the kind and  amount of common  shares,
                  other  securities,  cash,  and property  receivable  upon such
                  consolidation,  merger, sale, or conveyance by a holder of the
                  number of Common Shares which might have been  purchased  upon
                  exercise   of   this   Option   immediately   prior   to  such
                  consolidation,  merger, sale, or conveyance, and shall have no
                  other  conversion   rights.  In  any  such  event,   effective
                  provision  shall be made,  in the  certificate  or articles of
                  incorporation  of the resulting or surviving  corporation,  in
                  any contracts of sale and conveyance, or otherwise so that, so
                  far as  appropriate  and as nearly as  reasonably  may be, the
                  provisions  set forth herein for the  protection of the rights
                  of the  Optionee  of  this


<PAGE>


                  Option shall thereafter be made applicable.

                           (c) Adjustment of Exercise Price. Whenever the number
                  of Shares purchasable upon exercise of this Option is adjusted
                  pursuant to this Section 8, the Exercise Price per Share shall
                  be adjusted  simultaneously by multiplying that Exercise Price
                  per Share in effect  immediately prior to such adjustment by a
                  fraction, of which the numerator shall be the number of Shares
                  purchasable upon exercise of this Option  immediately prior to
                  such  adjustment,  and of which the  denominator  shall be the
                  number  of  Shares  so  purchasable   immediately  after  such
                  adjustment,  so that  the  aggregate  exercise  price  of this
                  Option remains the same.

                           (d) Fractional Shares. No adjustment in the number of
                  Shares  which may be  purchased  upon  exercise of this Option
                  shall be required  unless  such  adjustment  would  require an
                  increase or decrease of more than .50 of a share in the number
                  of the Shares  which may be so  purchased  provided,  however,
                  that any  adjustment  which by reason of this  Section 8(d) is
                  not required to be made shall be carried forward  cumulatively
                  and taken into  account  in any  subsequent  calculation.  All
                  calculations under this Section 8 shall be made to the nearest
                  cent or to the nearest  one-hundredth  of a share, as the case
                  may be.

                           (e) Distributions.  In the event that at any time, as
                  a result of an adjustment made pursuant to this Section 8, the
                  Optionee  shall become  entitled to receive  upon  exercise of
                  this Option cash,  property,  or securities other than Shares,
                  then references to Shares in this Section 8 shall be deemed to
                  apply,  so far as appropriate and as nearly as may be, to such
                  cash, property, or other securities.

                           (f) Form of Options.  Irrespective of any adjustments
                  in the  Exercise  Price  or in the  number  or kind of  Shares
                  purchasable upon exercise of this Option,  the form of Options
                  theretofore  or thereafter  issued may continue to express the
                  same price and number and kind of Shares as are stated in this
                  Option.

         SECTION  9.  OFFICER'S  CERTIFICATE.  Whenever  the  number  or kind of
         securities  purchasable  upon  exercise of this Option or the  Exercise
         Price shall be adjusted as required by the provisions of Section 8, the
         Corporation  shall  forthwith  file  with its  Secretary  or  Assistant
         Secretary at its principal office and with its stock transfer agent, if
         any, an officer's  certificate  showing the adjusted number and kind of
         securities  purchasable  upon  exercise of this Option and the adjusted
         Exercise  Price  determined  as herein  provided  and setting  forth in
         reasonable  detail such facts as shall be  necessary to show the reason
         for and the manner of computing such  adjustments.  Each such officer's
         certificate  shall  be  made  available  at all  reasonable  times  for
         inspection by the Optionee and the Corporation  shall,  forthwith after
         each such adjustment, mail by certified mail a copy of such certificate
         to the Optionee.

         SECTION  10.  NOTICES  TO  OPTIONEE.  So long as this  Option  shall be
         outstanding,  if the Corporation  shall propose to take any action that
         would  cause  an  adjustment  to be made  pursuant  to  Section  8, the
         Corporation shall mail by certified mail to the Optionee, before, or no
         later than 15 days after, the day on which such adjustment would become
         effective,  a notice  setting forth in reasonable  detail the action so
         taken.

         SECTION  11. (A)  RESTRICTIONS  ON GRANT OF THE OPTION AND  ISSUANCE OF
         SHARES.  The  grant


<PAGE>

         of the Option and the  issuance of Shares  upon  exercise of the Option
         shall be subject to  compliance  with all  applicable  requirements  of
         federal,  state or foreign  law with  respect to such  securities.  The
         Option may not be  exercised  if the  issuance of Shares upon  exercise
         would  constitute  a  violation  of any  applicable  federal,  state or
         foreign securities laws or other law or regulations or the requirements
         of any stock  exchange or market  system upon which the Shares may then
         be listed.  In addition,  the Option may not be exercised  unless (i) a
         registration  statement  under the  Securities Act shall at the time of
         exercise of the Option be in effect with respect to the Shares issuable
         upon  exercise of the Option or (ii) in the opinion of legal counsel to
         the Company,  the Shares  issuable  upon  exercise of the Option may be
         issued in accordance with the terms of an applicable exemption from the
         registration  requirements  of the  Securities  Act.  THE  OPTIONEE  IS
         CAUTIONED  THAT THE OPTION MAY NOT BE  EXERCISED  UNLESS THE  FOREGOING
         CONDITIONS ARE SATISFIED.  ACCORDINGLY, THE OPTIONEE MAY NOT BE ABLE TO
         EXERCISE THE OPTION WHEN DESIRED EVEN THOUGH THE OPTION IS VESTED.  The
         inability  of the  Company to obtain  from any  regulatory  body having
         jurisdiction  the  authority,  if any,  deemed by the  Company's  legal
         counsel to be necessary  to the lawful  issuance and sale of any Shares
         subject to the Option  shall  relieve the Company of any  liability  in
         respect of the  failure  to issue or sell such  Shares as to which such
         requisite authority shall not have been obtained. As a condition to the
         exercise of the Option, the Company may require the Optionee to satisfy
         any  qualifications  that may be necessary or appropriate,  to evidence
         compliance  with  any  applicable  law or  regulation  and to make  any
         representation  or warranty with respect thereto as may be requested by
         the Company.

                       (B)  It is  intended  that  this  Option  and  all of the
         Underlying Shares shall be included in the Corporation's  existing Form
         S-8  Registration  Statement  or if  not so  included,  such  Form  S-8
         Registration Statement is to be amended for that purpose (or a separate
         Form S-8 Registration  Statement (or its successor Form) is to be filed
         by the  Corporation) and rendered under the Securities Act by not later
         than  three  business  days after the date of  convening  the Annual or
         Special  Meeting of  Shareholders  of the  Corporation  referred  to in
         Section 4(e) hereof.

         SECTION  12.  NOTICE.  Any notice or other  communication  required  or
         permitted to be given  hereunder  shall be in writing and shall sent by
         certified mail, return receipt requested, or delivered against receipt,
         if to the  Optionee,  to Steven F. Tripp,  2021 Brook  Highland  Ridge,
         Birmingham,  Alabama 35242 and if to the Corporation,  at its principal
         office,  Spatialight,  Inc., 9 Commercial Blvd.,  Suite 200, Novato, CA
         94949 or to such  other  addresses  as a party  shall  notify the other
         party in writing in the form set forth in this  Section  12. Any notice
         or other communication given by certified mail shall be deemed given at
         the time of  certification  thereof,  except  for a notice  changing  a
         party's  address  which  shall be deemed  given at the time of  receipt
         thereof.

         SECTION 13.  DEFINITIONS.  In addition to the terms defined herein,  as
         used in this  Option  the  following  terms  shall  have the  following
         meanings:

         (a) "Board" means the Board of Directors of the Corporation.

         (b) "Cashless Exercise" has the meaning set forth in Section 4(d)(ii).

         (c) "Code"  means the US  Internal  Revenue  Code of 1986 as amended to
         date.


<PAGE>


         (d) "Corporation" means Spatialight, Inc., a New York corporation.

         (e)  "Exchange  Act"  means the  Securities  Exchange  Act of 1934,  as
         amended.

         (f)  "Exercise  Price"  means  the  exercise  price of this  Option  to
         purchase  one Share and as set forth in the  introductory  paragraph of
         this Option.

         (g)   "Optionee"   means  Steven  F.  Tripp,   his   guardian,   heirs,
         administrators and personal representative.

         (h) "Option Shares" means the Shares  deliverable  upon the exercise of
         the Option.

         (i) "Option Termination Date" means the period terminating at 5:00 pm.,
         New York time, on October 18, 2010 after which time the Options granted
         under this Option may not longer be exercised.

         (j) "Securities Act" means the Securities Act of 1933, as amended.

         (k) "Shares" has the meaning set forth in the introductory Paragraph of
         this Option.

         (l) "Underlying  Shares" means the Shares deliverable upon the exercise
         of the Option.

SECTION 14. BINDING EFFECT.  The provisions of this Option shall be binding upon
and inure to the  benefit of (a) the  parties  hereto,  (b) the  successors  and
assigns  of  the   Corporation,   and  (c)  the  successors,   assigns,   heirs,
administrators and personal representative of the Optionee.

SECTION 15. LAW GOVERNING.  This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements to be
entered into and performed entirely within the State of New York.

SECTION 16. TITLES AND  CAPTIONS.  All section  titles or captions  contained in
this  Agreement  are for  convenience  only and shall not be deemed  part of the
context nor effect the interpretation of this Agreement.

SECTION 17.  COMPUTATION  OF TIME.  In computing  any period of time pursuant to
this  Agreement,  the day of the act, event or default from which the designated
period of time begins to run shall be included, unless it is a Saturday, Sunday,
or a legal holiday, in which event the period shall begin to run on the next day
which is not a Saturday,  Sunday,  or legal  holiday,  in which event the period
shall  run  until the end of the next day  thereafter  which is not a  Saturday,
Sunday, or legal holiday.

SECTION 18.  PRESUMPTION.  This  Agreement or any section  thereof  shall not be
construed  against any party due to the fact that said  Agreement or any section
thereof was drafted by said party.

SECTION 19.  FURTHER  ACTION.  The parties  hereto shall execute and deliver all
documents,  provide all  information and take or forbear from all such action as
may be necessary or appropriate to achieve the purposes of the Agreement.

SECTION 20. PARTIES IN INTEREST.  Nothing herein shall be construed to be to the
benefit of any third party,  nor is it intended that any provision  shall be for
the benefit of any third party.

SECTION 21. ENTIRE  AGREEMENT.  This Option sets forth the entire  agreement and
understandings  of  the  parties  relating  to the  subject  matter  hereof  and
supersedes all prior  agreements,  arrangements and  understandings,  written or
oral with respect to the subject matter hereof.



                                  * * * * * * *


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

<PAGE>


         IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first above written.



                                        SPATIALIGHT, INC.

                                        By: /s/ LAWRENCE MATTESON
                                            ------------------------------------
                                            Name:  Lawrence Matteson
                                            Title: Member of Board of Directors

                                        By: /s/ ROBERT A. OLINS
                                            ------------------------------------
                                            Name:  Robert A. Olins
                                            Title: Member of Board of Directors

                                        OPTIONEE

                                            /s/ STEVEN F. TRIPP
                                            ------------------------------------
                                            Name: Steven F. Tripp


<PAGE>


                                    EXHIBIT A

                              OPTION EXERCISE FORM

To:      Spatialight, Inc.

(1)      The       undersigned       hereby       elects       to       purchase
         [_____________________________________]  Common Shares, $0.01 par value
         (the  "Shares")  of  Spatialight  pursuant to the terms of the attached
         Option to Purchase  Shares of  Spatialight,  Inc. (the  "Option").  All
         references  and all terms used  herein and not  defined  shall have the
         meaning ascribed in the Option.

(2)      The undersigned  hereby confirms and  acknowledges  that payment of the
         aggregate  Exercise Price for the number of Shares for which the Option
         is  being  exercised  has  been  made  pursuant  to one or  more of the
         following  Methods of  Exercise:  (A) paid in cash,  by check,  or cash
         equivalent pursuant to Section 4(b)(i), (B) by tender to the Company or
         attestation  to the  ownership,  of whole  Shares owned by the Optionee
         having a fair market value not less than the aggregate  Exercise  Price
         pursuant  to  Section  4(c)(i),  (C) by means of a  Cashless  Exercise,
         pursuant  to  Section  4(c)(ii),  or  (D)  by  any  combination  of the
         foregoing.

(3)      The undersigned acknowledges and confirms that (A) that the exercise of
         the Option shall not violate the  restrictions set forth in Section 11,
         (B) that the Shares are being acquired by the undersigned solely of the
         account of the  undersigned  and not as a nominee for any other  party,
         and for investment,  and that the undersigned will not offer,  sell, or
         otherwise  dispose of any such Shares except under  circumstances  that
         will not result in a violation of the registration  requirements of the
         Securities  Act of 1933, as amended,  or any state  securities  laws or
         pursuant to an exemption therefrom, including Rule 144 of such Act.

(4)      Please issue a certificate or certificates  representing said Shares in
         the name of the undersigned as specified below:


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Date