**CERTIFICATE
      OF AMENDMENT**


**OF
      THE CERTIFICATE OF INCORPORATION**


**OF**


**SPATIALIGHT,
      INC.**





**Under
      Section 805 of the Business Corporation Law**





Article
      1.  The
      name
      of the corporation is Spatialight, Inc., originally filed as Sayett Acquisition
      Company, Inc. (the “ Corporation ”).





Article
      2.  The
      Certificate of Incorporation of the Corporation was filed by the Department
      of
      State on September 27, 1989.





Article
      3.  The
      Certificate of Incorporation is amended to change each fifty (50) existing
      shares of the Corporation’s common stock into one (1) share of the Corporation’s
      common stock and to increase the number of shares that the Corporation is
      authorized to issue after such combination to 15,000,000 shares of common stock,
      $.01 par value per share. To effect the foregoing (a) the 97,646,782 shares
      of
      common stock, $.01 par value, that are presently issued are changed into
      1,952,936 shares of common stock, $.01 par value, at the rate of 50:1, (b)
      the
      2,353,218 shares of common stock, $.01 par value, that are presently authorized
      and unissued are changed into 47,064 shares of common stock, $.01 par value,
      at
      the rate of 50:1, and (c) the number of authorized common shares, $.01 par
      value, is increased to add an additional 13,000,000 shares.





Article
      4.  To
      accomplish the foregoing amendment, paragraph 4 of the Certificate of
      Incorporation is amended to read as follows in its entirety:





The
      aggregate number of shares which the Corporation shall have authority to issue
      is Fifteen Million (15,000,000) shares of one class only, which shares are
      of
      the par value of one cent ($.01) per share.





Article
      5.  The
      capital of the corporation is decreased by $850,000 from $1,000,000 to $150,000
      as a result of the foregoing amendment. The change is effected through the
      change of the 100,000,000 presently authorized shares of Common Stock, $.01
      par
      value, into 2,000,000 shares of Common Stock, $.01 par value, at the rate of
      50:1 and the authorization for the Corporation to issue up to 15,000,000 shares
      of Common Stock, $.01 par value after such change.





Article
      6.  This
      Amendment was authorized by the Board of Directors pursuant to the Certificate
      of Incorporation followed by the vote of holders of a majority of the common
      stock outstanding and entitled to vote at a meeting of
      shareholders.










**IN
      WITNESS WHEREOF** ,
      the
      undersigned does hereby affirm that the statements made herein are true under
      the penalties of perjury this 3rd day of August, 2007.





By:
/s/
      David F. Hakala


David
      F.
      Hakala,


Chief
      Executive Officer











**CERTIFICATE
      OF AMENDMENT**


**OF
      CERTIFICATE OF INCORPORATION**


**OF**


**SPATIALIGHT,
      INC.**








**Under
      Section 805 of the Business Corporation Law**









































**Filed
      by:**


**Franklin,
      Cardwell & Jones**


**1001
      McKinney**


**18** **th** **Floor**


**Houston,
      Texas 77002**