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                               STANDARD OFFICE LEASE

1.   PARTIES.  This Lease, dated FEBRUARY 22, 1999 for reference purposes only,
is made by and between DENNIS A. AND SUSAN JOHANN GILARDI herein called
"Lessor") AND SPATIALIGHT, INC. (herein called "Lessee").

2.   PREMISES.  Lessor does hereby lease to Lessee and Lessee hereby leases from
Lessor that certain office space (herein called "Premises") indicated on Exhibit
"A" attached hereto and by reference made a part hereof, said Premises being
agreed, for the purpose of this Lease, to have an area of approximately 10,230
RENTABLE SQUARE FEET and being situated on the 1st  AND 2nd floor of that
certain Building known as, 9 COMMERCIAL BOULEVARD, NOVATO (SEE EXHIBIT "A",
FLOOR PLAN).


Said Lease is subject to the terms, covenants and conditions herein set forth
and the Lessee covenants as a material part of the consideration for this Lease
to keep and perform each and all of said terms, covenants and conditions by it
to be kept and performed and that this Lease is made upon the condition of said
performance.

3.   TERM.  The term of this Lease shall be for THIRTY-SIX (36) MONTHS,
commencing on THIRTY (30) DAYS FROM LEASE EXECUTION AND ENDING APRIL 15, 2002.

4.   POSSESSION.

     4.a. If the Lessor, for any reason whatsoever, cannot deliver possession
of the said Premises to the Lessee at the commencement of the term hereof, this
Lease shall not be void or voidable, nor shall Lessor be liable to Lessee for
any loss or damage resulting therefrom, nor shall the expiration date of the
above term be in any way extended, but in that event, all rent shall be abated
during the period between the commencement of said term and the time when Lessor
delivers possession.

     4.b. In the event that Lessor shall permit Lessee to occupy the Premises
prior to the commencement date of the term, such occupancy shall be subject to
all the provisions of this Lease.  Said early possession shall not advance the
termination date hereinabove provided.

5.   HOLDING OVER.  Any holding over after the expiration of the said term, with
or without the express consent of Lessor, shall be construed as a tenancy from
month to month, and shall be on the terms and conditions herein specified, so
far as applicable.  Such holding over shall not constitute an extension of this
Lease.  During such holding over, Lessee shall pay rent at one hundred twenty
five percent (125%) of the highest monthly rent paid during the term of the
Lease, and shall provide Lessor with written notice at least one month in
advance of the date of termination of such monthly tenancy of his intention to
terminate such tenancy.

6.   RENT.  Lessee agrees to pay to Lessor as rental, without prior notice or
demand, the sum of $16,543.00 in advance, on or before the first day of each and
every successive calendar month thereafter during the term hereof, except that
the first month's rent shall be paid upon the execution hereof.  Rent for any
period during the term hereof which is for less than one (1) months shall be a
prorated portion of the monthly installment herein, based upon a thirty (30) day
month.  Said rental shall be legal tender at the time of payment at the Office
of the Building, or to such other person or at such other place as Lessor may
from time to time designate in writing.

     6.a. RENT ESCALATIONS.  The monthly rent payable under paragraph 6
shall be adjusted as follows:
            BEGINNING APRIL 1, 2000 $17,054.50 PER MONTH 
            BEGINNING APRIL 1, 2001 $17,566.00 PER MONTH

7.   SECURITY DEPOSIT.  Lessee to deposit upon execution with Lessor the sum 
of $16,543.00. Said sum shall be held by Lessor as security for the faithful 
performance by Lessee of all the terms, covenants, and conditions of this 
Lease to be kept and performed by Lessee during the term hereof.  If Lessee 
defaults with respect to any provision of this Lease, including, but not 
limited to the payment of rent, Lessor may (but shall not be required to) 
use, apply or retain all or any part of this security deposit for the payment 
of any rent or any other sum in default, or for the payment of any amount 
which Lessor may spend or become obligated to spend by reason of Lessee's 
default, to compensate Lessor for any other loss or damage which Lessor may 
suffer by reason of Lessee's default.  If any portion of said deposit is so 
used or applied, Lessee shall within five (5) days after written demand 
therefor, deposit cash with Lessor in an amount sufficient to restore the 
security deposit to its original amount and Lessee's failure to do so shall 
be a material breach of this Lease.  Lessor shall not be required to keep 
this security deposit separate from its general funds, and Lessee shall not 
be entitled to interest on such deposit. If Lessee shall fully and faithfully 
perform every provision of this Lease to be performed by it, the security 
deposit or any balance thereof shall be returned to Lessee (or, at Lessor's 
option, to the last assignee of Lessee's interest hereunder) at the 
expiration of the Lease term.' In the event of termination of Lessor's 
interest in this Lease, Lessor shall transfer said deposit to Lessor's 
successor in interest.

8.   OPERATING EXPENSE ADJUSTMENTS.  For the purposes of this Article, the
following terms are defined as follows: 

Base Year 1999 calendar year.  Comparison Year: Each calendar year of the term
after the Base Year.

Direct Expenses: All direct costs of operation and maintenance, as determined 
by standard accounting practices, and shall include the following costs by 
way of illustration, but not be limited to: real property taxes and 
assessments; water and sewer charges; insurance premiums; utilities; 
janitorial services; labor; costs incurred in the management of the 
Building, if any; air-conditioning and heating; elevator maintenance; 
supplies; materials; equipment; and tools; including maintenance, costs, and 
upkeep of all parking and common areas. ("Direct Expenses" shall not include 
depreciation on the Building of which the Premises are a part or equipment 
therein, loan payments, executive salaries or real estate brokers' 
commissions.)


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     If the Direct Expenses paid or incurred by the Lessor for the Comparison 
Year on account of the operation or maintenance of the Building of which the 
Premises are a part are in excess of the Direct Expenses paid or incurred for 
the Base Year, then the Lessee shall pay 40% of the increase.  This 
percentage is that portion of the total rentable area of the Building 
occupied by the Lessee hereunder. If, at any time, less than ninety-five 
percent (95%) of the rentable area of the building is occupied, Direct 
Expenses will be adjusted by Lessor to reasonably approximate the Direct 
Expenses that would have occurred if the Building were ninety-five percent 
(95%) occupied. Lessor shall endeavor to give to Lessee on or before the 
first day of March of each year following the respective Comparison Year a 
statement of the increase in rent payable by Lessee hereunder, but failure by 
Lessor to give such statement by said date shall not constitute a waiver by 
Lessor of its right to require an increase in rent.  Upon receipt of the 
statement for the first Comparison Year, Lessee shall pay in full the total 
amount of increases due for the first Comparison Year, and in addition for 
the then current year, the amount of any such increase shall be used as an 
estimate for said current year and this amount shall be divided into twelve 
(12) equal monthly installments and Lessee shall pay to Lessor, concurrently 
with the regular monthly rent payment next due following the receipt of such 
statement, an amount equal to one (1) monthly installment multiplied by the 
number of months from January in the calendar year in which said statement is 
submitted to the month of such payment, both months inclusive.  Subsequent 
installments shall be payable concurrently with the regular monthly rent 
payments for the balance of that calendar year and shall continue until the 
next Comparison Year's statement is rendered.  If the next or any succeeding 
Comparison Year results in a greater increase in Direct Expenses, then upon 
receipt of a statement from Lessor, Lessee shall pay a lump sum equal to such 
total increase in Direct Expenses over the Base Year, less the total of the 
monthly installments to be paid for the next year, following said Comparison 
Year, shall be adjusted to reflect such increase.  If in any Comparison Year 
the Lessee's share of Direct Expenses be less than the preceding year, then 
upon receipt of Lessor's statement, any overpayment made by Lessee on the 
monthly installment basis provided above shall be credited towards the next 
monthly rent falling due and the estimated monthly installments of Direct 
Expenses to be paid shall be adjusted to reflect such lower Direct Expenses 
for the most recent Comparison Year.  Lessee will be responsible for their 
percentage share of operating expense pass-throughs but in no event will the 
annual increase be in excess of 4% on an annual basis.

     Even though the term has expired and Lessee has vacated the Premises, 
when the final determination is made of Lessee's share of Direct Expenses for 
the year in which this Lease terminates, Lessee shall immediately pay 
increase due over the estimated expenses paid and conversely any overpayment 
made in the event said expenses decrease shall be immediately rebated by 
Lessor to Lessee.

     Notwithstanding anything contained in this Article, the rental payable
by Lessee shall in no event be less than the rent specified in Article 6
hereinabove.

9.   USE.  Lessee shall use the Premises for general office purposes, storage,
model room and clean room and shall not use or permit the Premises to be used
for any other purpose without the prior written consent of Lessor.

     Lessee shall not do or permit anything to be done in or about the 
Premises nor bring or keep anything therein which will in any way increase 
the existing rate of or affect any fire or other insurance upon the Building 
or any of its contents, or cause cancellation of any insurance policy 
covering said Building or any part thereof or any of its contents.  Lessee 
shall not do or permit anything to be done in or about the Premises which 
will in any way obstruct or interfere with the rights of other Lessees or 
occupants of the Building or injury or annoy them or use or allow the 
Premises to be used for any improper, immoral, unlawful or objectionable 
purpose, nor shall Lessee cause, maintain or permit any nuisance in, on or 
about the Premises.  Lessee shall not commit or suffer to be committed any 
waste in or upon the Premises.

10.  COMPLIANCE WITH LAW.  Lessee shall not use the Premises or permit anything
to be done in or about the Premises which will in any way conflict with any law,
statute, ordinance or governmental rule or regulation now in force or which may
hereafter be enacted or promulgated.  Lessee shall, at its sole cost and
expense, promptly comply with all laws, statutes, ordinances and governmental
rules, regulations or requirements now in force or which may hereafter be in
force, and with the requirements of any board of fire insurance underwriters or
other similar bodies now or hereafter constituted, relating to, or affecting the
condition, use or occupancy of the Premises, excluding structural changes not
related to or affected by Lessee's improvements or acts.  The judgement of any
court of competent jurisdiction or the admission of Lessee in any action against
Lessee in any action against Lessee, whether Lessor be a party thereto or not,
that Lessee has violated any law, statute, ordinance or governmental rule,
regulation or requirement, shall be conclusive of that fact as between the
Lessor and Lessee.

11.  ALTERATIONS AND ADDITIONS.  Lessee shall not make or suffer to be made 
any alterations, additions or improvements to or of the Premises or any part 
thereof without the written consent of Lessor (consent will be assumed if 
Lessor does not respond after ten (10) calendar days from receipt of written 
notice) first had and obtained and any alterations, additions or improvements 
to or of said Premises, including, but not limited to, wall covering, 
paneling and built-in cabinet work, but excepting movable furniture and trade 
fixtures, shall on the expiration of the term become a part of the realty and 
belong to the Lessor and shall be surrendered with the Premises.  In the 
event Lessor consents to the making of any alterations, additions or 
improvements to the Premises by Lessee, the same shall be made by Lessee at 
Lessee's sole cost and expense, and any contractor or person selected by 
Lessee to make the same must first be approved of in writing by the Lessor.  
Upon the expiration or sooner termination of the term hereof, Lessee shall, 
upon written demand by Lessor, given at least thirty (30) days prior to the 
end of the term, at Lessee's sole cost and expense, forthwith and with all 
due diligence remove any alterations, additions, or improvements made by 
Lessee, designated by Lessor to be removed, and Lessee shall, forthwith and 
with all due diligence at its sole cost and expense, repair any damage to the 
Premises caused by such removal.

12.  REPAIRS.

     12.a. LESSEE OBLIGATIONS: By taking possession of the Premises, Lessee 
shall be deemed to have accepted the Premises as being in good, sanitary 
order, condition and repair. Lessee shall upon the expiration or sooner 
termination of this Lease hereof surrender the Premises to the Lessor in good 
condition, ordinary wear and tear excepted. Lessee shall upon the expiration 
or sooner termination of this Lease hereof surrender the Premises to the 
Lessor in good condition, ordinary wear and tear and damage from causes 
beyond the reasonable control of Lessee excepted. Except as specifically 
provided in this Lease, Lessor shall have no obligation whatsoever, except as 
written elsewhere in this lease, to alter, remodel, improve, repair, decorate 
or paint the Premises or any part thereof.

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     12.b. LESSOR OBLIGATIONS: Notwithstanding the provisions of Article 
12.a. hereinabove, Lessor shall repair and maintain the structural portions 
of the Building, including the basic plumbing, air conditioning, heating, and 
electrical systems, installed or furnished by Lessor, unless such maintenance 
and repairs are caused in part or in whole by the act, neglect, fault or 
omission of any duty by the Lessee, its agents, servants, employees or 
invites, in which case Lessee shall pay to Lessor the reasonable cost of such 
maintenance and repairs.  Lessor to respond to Lessee regarding repair and 
maintenance issues within five (5) business days however. Lessor shall not be 
liable for any failure to make any such repairs or to perform any maintenance 
unless such failure shall persist for an UNREASONABLE time after written 
notice of the need of such repairs or maintenance is given to Lessor by 
Lessee.  Except as provided in Article 22 hereof, there shall be no abatement 
of rent and no liability of Lessor by reason of any injury to or interference 
with Lessee's business arising from the making of any repairs, alterations or 
improvements in or to any portion of the Building or the Premises or in or to 
fixtures, appurtenances and equipment therein.  Lessee waives the right to 
make repairs at Lessor's expense under any law, statute or ordinance now or 
hereafter in effect.

     12.c. LIENS.  Lessee shall keep the Premises and the property in which
the Premises are situated free from any liens arising out of any work performed,
materials furnished or obligations incurred by Lessee.  Lessor may require, at
Lessor's sole option, that Lessee shall provide to Lessor, at Lessee's sole cost
and expense, a lien and completion bond in an amount equal to one and one-half
(1 1/2) times any and all estimated cost of any improvements, additions, or
alterations in the Premises, to insure Lessor against any liability for
mechanics' and material men's liens and to insure completion of the work.

13.  ASSIGNMENT AND SUBLETTING.  Lessee shall not either voluntarily or by 
operation of law assign, transfer, mortgage, pledge, hypothecate or encumber 
this Lease or any interest therein, and shall not sublet the said Premises or 
any part thereof, or any right or privilege appurtenant thereto, or suffer 
any other person (the employees, agents, servants and invites of Lessee 
excepted) to occupy or use the said Premises, or any portion thereof, without 
the written consent of Lessor first had and obtained, which consent shall not 
be unreasonably withheld, and a consent to one assignment, subletting, 
occupation or use by another person shall not be deemed to be a consent to 
any subsequent assignment, subletting, occupation or use by another person.  
Any such assignment or subletting without such consent shall be void, and 
shall, at the option of the Lessor, constitute a default under this Lease.  
Spatialight, Inc. may sublease to Chronomotion, Inc.

14.  HOLD HARMLESS.  Lessee shall indemnify and hold harmless Lessor against 
and from any and all claims arising from Lessee's use of Premises for the 
conduct of its business or from any activity, work, or other thing done, 
permitted or suffered by the Lessee in or about the Building, and shall 
further indemnify and hold harmless Lessor against and from any and all 
claims arising from any breach or default in the performance of any 
obligation on Lessee's part to be performed under the terms of this Lease, or 
arising from any act or negligence of the Lessee, or any officer, agent, 
employee, guest or invitee of Lessee, and from all and against all cost, 
attorney's fees, expenses and liabilities incurred in or about any such claim 
or any action or proceeding brought thereon, and, in any case, should action 
or proceeding be brought against Lessor by reason of any such claim, Lessee 
upon notice from Lessor shall defend the same at Lessee's expense by counsel 
reasonably satisfactory to Lessor.  Lessee as a material part of the 
consideration to Lessor hereby assumes all risk of damage to property or 
injury to persons, in, upon or about the Premises, from any cause other than 
Lessor's negligence, and Lessee hereby waives all claims in respect thereof 
against Lessor.

     Lessor or its agents shall not be liable for any damage to property 
entrusted to employees of the Building, nor for loss or damage to any 
property by theft or otherwise, nor for any injury to or damage to persons or 
property resulting from fire, explosion, falling plaster, steam, gas, 
electricity, water or rain which may leak from any part of the Building or 
from the pipes, appliances or plumbing works therein or from the roof, street 
or subsurface or from any other place resulting from dampness or any other 
cause whatsoever, unless caused by or due to the negligence of Lessor, its 
agents, servants or employees.  Lessor or its agents shall not be liable for 
interference with the light or other incorporeal hereditament, loss of 
business by Lessee, nor shall Lessor be liable for any latent defect in the 
Premises or in the Building. Lessee shall give prompt notice to Lessor in 
case of fire or accidents in the Premises or in the Building or of defects 
therein or in the fixtures or equipment.

15.  SUBROGATION.  As long as their respective insurers so permit, Lessor and
Lessee hereby mutually waive their respective rights of recovery against each
other for any loss insured by fire, extended coverage and other property
insurance policies existing for the benefit of the respective parties.  Each
party shall obtain any special endorsements, if required by their insurer to
evidence compliance with the aforementioned waiver.

16.  LIABILITY INSURANCE.  Lessee shall, at Lessee's expense, obtain and keep 
in force during the term of this Lease a policy of Combined Single Limit 
Bodily Injury and Property Damage Insurance insuring Lessor and Lessee 
against any liability arising out of the ownership, use, occupancy or 
maintenance of the Premises and all areas appurtenant thereto.  Such 
insurance shall be in an amount not less than $1,000,000 per occurrence.  The 
limit of said insurance shall not, however, limit the liability of the Lessee 
hereunder.  Lessee may carry said insurance under a blanket policy, 
providing, however, said insurance by Lessee shall have a Lessor's protective 
liability endorsement attached thereto.  If Lessee shall fail to procure and 
maintain said insurance, Lessor may but shall not be required to, procure and 
maintain same, but at the expense of Lessee.  Insurance required hereunder, 
shall be in companies rated A+, AAA or better in "Best's Insurance Guide."

17.  EVIDENCE OF INSURANCE.  Lessee shall deliver to Lessor prior to occupancy
of the Premises copies of policies of liability insurance required herein or
certificates evidencing the existence and amounts of such insurance with loss
payable clauses satisfactory to Lessor.  No policy shall be cancellable or
subject to reduction of coverage except after ten (10) days' prior written
notice to Lessor.

18   SERVICES AND UTILITIES. Provided that Lessee is not in default 
hereunder, Lessor agrees to furnish to the Premises during reasonable hours 
of generally recognized business days, to be determined by Lessor at his sole 
discretion, and subject to the rules and regulations of the Building of which 
the Premises are a part, electricity for normal lighting and fractional 
horsepower office machines, heat and air conditioning required in Lessor's 
judgment for the comfortable use and occupation of the Premises, and 
janitorial service. Lessor shall also maintain and keep lighted the common 
stairs, common entries and toilet rooms in the Building of which the Premises 
are a part. Lessor shall not be liable for, and Lessee shall not be entitled 
to, any reduction of rental by reason of Lessor's failure to furnish any of 
the foregoing when such failure is caused by accident, breakage, repairs, 
strikes, lockouts or other labor disturbances or labor disputes of any 
character, or by any other cause, similar or dissimilar, beyond the reasonable

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control of Lessor.  Lessor shall not be liable under any circumstances for a
loss of or injury to property, however occurring, through or in connection with
or incidental to failure to furnish any of the foregoing.  Whenever heat
generating machines or equipment are used in the Premises which affect the
temperature otherwise maintained by the air conditioning system, Lessor reserves
the right to install supplementary air conditioning units in the Premises and
the cost thereof, including the cost of installation, and the cost of operation
and maintenance thereof shall be paid by Lessee to Lessor upon demand by Lessor.

     Lessee will not, without written consent of Lessor, use any apparatus or
device in the Premises, including, but without limitation thereto, electronic
data processing machines, punch card machines, and machines using in excess of
120 volts, which will in any way increase the amount of electricity usually
furnished or supplied for the use of the Premises as general office space; nor
connect with electric current except through existing electrical outlets in the
Premises, any apparatus or device, for the purpose of using electric current. 
If Lessee shall require water or electric current in excess of that usually
furnished or supplied for the use of the Premises as general office space,
Lessee shall first procure the written consent of Lessor, which Lessor may
refuse, to the use thereof and Lessor may cause a water meter or electrical
current meter to be installed in the Premises, so as to measure the amount of
water and electric current consumed for any such use.  The cost of any such
meters and of installation, maintenance and repair thereof shall be paid for by
the Lessee and Lessee agrees to pay to Lessor promptly upon demand therefor by
Lessor for all such water and electric current consumed as shown by said meters,
at the rates charged for such services by the local public utility furnishing
the same, plus any additional expense insured in keeping account of the water
and electric current so consumed.  If a separate meter is not installed, such
excess cost for such water and electric current will be established by an
estimate made by a utility company or electrical engineer.

19.  PROPERTY TAXES.  Lessee shall pay, or cause to be paid, before delinquency,
any and all taxes levied or assessed and which become payable during the term
hereof upon all Lessee's leasehold improvements, equipment, furniture, fixtures
and personal property located in the Premises; except that which has been paid
for by Lessor, and is the standard of the Building.  In the event any or all of
the Lessee's leasehold improvements, equipment, furniture, fixtures and personal
property shall be assessed and taxed with the Building, Lessee shall pay to
Lessor its share of such taxes within ten (10) days after delivery to Lessee by
Lessor of a statement in writing setting forth the amount of such taxes
applicable to Lessee's property.

20.  RULES AND REGULATIONS.  Lessee shall faithfully observe and comply with
the rules and regulations that Lessor shall from time to time promulgate. 
Lessor reserves the right from time to time to make all reasonable modifications
to said rules.  The additions and modifications to those rules shall be binding
upon Lessee upon delivery of a copy of them to Lessee.  Lessor shall not be
responsible for the nonperformance of any said rules by any other Lessees or
occupants.

21.  ENTRY BY LESSOR.  Lessor shall give reasonable notice, except in an
emergency, the right to enter the Premises, inspect the same, supply janitorial
service and any other service to be provided by Lessor to Lessee hereunder, to
submit said Premises to prospective purchasers or Lessees, to post notices of
non-responsibility, and to alter, improve or repair the Premises and any portion
of the Building of which the Premises are a part that Lessor may deem necessary
or desirable, without abatement of rent and may for that purpose erect
scaffolding and other necessary structures where reasonably required by the
character of the work to be performed, always providing that the entrance to the
Premises shall not be blocked thereby, and further providing that the business
of the Lessee shall not be interfered with unreasonably.  Lessee hereby waives
any claim for damages or for any injury or inconvenience to or interference with
Lessee's business, any loss of occupancy or quiet enjoyment of the Premises, and
any other loss occasioned thereby.  For each of the aforesaid purposes, Lessor
shall at all times have and retain a key with which to unlock all of the doors
in, upon and about the Premises, excluding Lessee's vaults, safes and files, and
Lessor shall have the right to use any and all means which Lessor may deem
proper to open said doors in any emergency, in order to obtain entry to the
Premises without liability to Lessee except for any failure to exercise due care
for Lessee's property.  Any entry to the Premises obtained by Lessor by any of
said means, or otherwise, shall not under any circumstances be construed or
deemed to be a forcible entry into. or a detainer of, the Premises, or an
eviction of Lessee from the Premises or any portion thereof.

22.  RECONSTRUCTION.  In the event the Premises or the Building of which the
Premises are a part are damaged by fire or other perils covered by extended
coverage insurance, Lessor agrees to forthwith repair the same; and this Lease
shall remain in full force and effect, except that Lessee shall be entitled to a
proportionate reduction of the rent while such repairs are being made, such
proportionate reduction to be based upon the extent to which the making of such
repairs shall materially interfere with the business carried on by the Lessee in
the Premises.  If the damage is due to the fault or neglect of Lessee or its
employees, there shall be no abatement of rent.

     In the event the Premises or the Building of which the Premises are a 
part are damaged as a result of any cause other than the perils covered by 
fire and extended coverage insurance, then Lessor shall forthwith repair the 
same, provided the extent of the destruction be less than ten (10%) percent 
of the then full replacement cost of the Premises or the Building of which 
the Premises are a part.  In the event the destruction of the Premises or the 
Building is to an extent greater than ten (10%) percent of the full 
replacement cost, then Lessor shall have the option: (1) to repair or restore 
such damage, this Lease continuing in full force and effect, but the rent to 
be proportionately reduced as hereinabove in this Article provided; or (2) 
give notice to Lessee at any time within sixty (60) days after such damage 
terminating this Lease as of the date specified in such notice, which date 
shall be no less than thirty (30) and no more than sixty (60) days after the 
giving of such notice.  In the event of giving such notice, this Lease shall 
expire and all interest of the Lessee in the Premises shall terminate on the 
date so specified in such notice and the Rent, reduced by a proportionate 
amount, based upon the extent, if any, to which such damage materially 
interfered with the business carried on by the Lessee in the Premises, shall 
be paid up to the time of such termination.

     Notwithstanding anything to the contrary contained in this Article, 
Lessor shall not have any obligation whatsoever to repair, reconstruct or 
restore the Premises when the damage resulting form any casualty covered 
under this Article occurs during the last twelve (12) months of the term of 
this Lease or any extension thereof.

     Lessor shall not be required to repair any injury or damage by fire or 
other cause, or to make any repairs or replacements of any panels, 
decoration, office fixtures, railings, floor covering, partitions, or any 
other property installed in the Premises by Lessee.


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     The Lessee shall not be entitled to any compensation or damages from 
Lessor for loss of the use of the whole or any part of the premises, Lessee's 
personal property or any inconvenience or annoyance occasioned by such 
damage, repair, reconstruction or restoration.

23.  DEFAULT.  The occurrence of any one or more of the following events shall
constitute a default and breach of this Lease by Lessee.

     23.a.     The vacating or abandonment of the Premises by Lessee.

     23.b.     The failure by Lessee to make any payment of rent or any other
payment required to be made by Lessee hereunder, as and when due, where such
failure shall continue for a period of three (3) days after written notice
thereof by Lessor to Lessee.

     23.c.     The failure by Lessee to observe or perform any of the covenants,
conditions or provisions of this Lease to be observed or performed by the
Lessee, other than described in Article 24.b. above, where such failure shall
continue for a period of thirty (30) days after written notice thereof by Lessor
to Lessee; provided, however, that if the nature of Lessee's default is such
that more than thirty (30) days are reasonably required for its cure, then
Lessee shall not be deemed to be in default if Lessee commences such cure within
said thirty (30) day period and thereafter diligently prosecutes such cure to
completion.

     23.d.     The making by Lessee of any general assignment or general 
arrangement for the benefit of creditors; or the filing by or against Lessee 
of a petition to have Lessee adjudged as bankrupt, or a petition or 
reorganization or arrangement under any law relating to bankruptcy (unless, 
in the case of a petition filed against Lessee, the same is dismissed within 
sixty (60) days; or the appointment of a trustee or a receiver to take 
possession of substantially all of Lessee's assets located at the Premises or 
of Lessee's interest in this Lease, where possession is not restored to 
Lessee within thirty (30) days: or the attachment, execution or other 
judicial seizure of substantially all of Lessee's assets located at the 
Premises or of Lessee's interests in this Lease, where such seizure is not 
discharged in thirty (30) days.

24.  REMEDIES IN DEFAULT.  In the event of any such material default or breach
by Lessee, Lessor may at any time thereafter, with or without notice or demand
and without limiting Lessor in the exercise of right or remedy which Lessor may
have by reason of such default or breach:

     24.a.     Terminate Lessee's right to possession of the Premises by any
lawful means, in which case this Lease shall terminate and Lessee shall
immediately surrender possession of the Premises to Lessor.  In such event
Lessor shall be entitled to recover from Lessee all damages incurred by
necessary renovation and alteration of the Premises, reasonable attorney's fees,
any real estate commission actually paid; the worth at the time of award by the
court having jurisdiction thereof of the amount by which the unpaid rent for the
balance of the term after the time of such award exceeds the amount of such
rental loss for the same period that Lessee proves could be reasonably avoided;
that portion of the leasing commission paid by Lessor and applicable to the
unexpired term of this Lease.  Unpaid installments of rent or other sums shall
bear interest from the date due at the rate of ten (10%) percent per annum.  In
the event Lessee shall have abandoned the Premises, Lessor shall have the option
of (a) taking possession of the Premises and recovering from Lessee the amount
specified in this paragraph, or (b) proceeding under the provisions of the
following Article 25.b.

     24.b.     Maintain Lessee's right to possession, in which case this 
Lease shall continue in effect whether or not Lessee shall have abandoned the 
Premises.  In such event Lessor shall be entitled to enforce all of Lessor's 
right and remedies under this Lease, including the right to recover the rent 
as it becomes due hereunder.

     24.c.     Pursue any other remedy now or hereafter available to Lessor 
under the laws or judicial decision of the State in which the Premises are 
located.

25.  EMINENT DOMAIN.  If more than twenty-five (25%) percent of the Premises
shall be taken or appropriated by any public or quasi-public authority under the
power of eminent domain, either party hereto shall have the right, at its
option, to terminate this Lease, and Lessor shall be entitled to any and all
income, rent, award, or any interest therein whatsoever which may be paid or
made in connection with such public or quasi-public use or purpose, and Lessee
shall have no claim against Lessor for the value of any unexpired term of this
Lease.  If either less than or more than twenty-five (25%) percent of the
Premises is taken, and neither party elects to terminate as herein provided, the
rental thereafter to be paid shall be equitably reduced.  If any part of the
Building other than the Premises may be so taken or appropriated, Lessor shall
have the right at its option to terminate this Lease and shall be entitled to
the entire award as above provided.

26.  OFFSET STATEMENT. Lessee shall at any time and from time to time upon not
less than ten (10) days prior written notice from Lessor execute, acknowledge
and deliver to Lessor a statement in writing, (a) certifying that this Lease is
unmodified and in full force and effect (or, if modified, stating the nature of
such modification and certifying that this Lease as so modified, is in full
force and effect), and the date to which the rental and other charges are paid
in advance, if any, and (b) acknowledge that there are not, to Lessee's
knowledge, any uncured defaults on the part of the Lessor hereunder, or
specifying such defaults if any are claimed.  Any such statement may be relied
upon by any prospective purchaser or encumbrancer of all or any portion of the
real property of which the Premises are a part.


27.  PARKING. Lessee shall have the right to use a maximum of thirty (30) 
parking spaces of the Building parking facilities. All parking is unassigned.

28.  AUTHORITY OF PARTIES. Corporate Authority. If Lessee is a corporation, 
each individual executing this Lease on behalf of said corporation represents 
and warrants that he is duly authorized to execute and deliver this Lease on 
behalf of said corporation, in accordance with a duly adopted resolution of 
the board of directors of said corporation or in accordance with the by-laws 
of said corporation, and that this Lease is binding upon said corporation in 
accordance with its terms.


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<PAGE>

29.  GENERAL PROVISIONS.

     29.a.     Plats and Riders.  Clauses, plats and riders, if any, signed by
the Lessor and the Lessee and endorsed on or affixed to this Lease are a part
hereof.

     29.b.     Waiver.  The waiver by Lessor of any term, covenant or condition
herein contained shall not be deemed to be a waiver of such term, covenant or
condition on any subsequent breach of the same or any other term, covenant or
condition herein contained.  The subsequent acceptance of rent hereunder by
Lessor shall not be deemed to be a waiver of any preceding breach by Lessee of
any term, covenant or condition of this Lease, other than the failure of the
Lessee to pay the particular rental so accepted, regardless of Lessor's
knowledge of such preceding breach at the time of the acceptance of such rent.

     29.c.     Notices.  All notices and demands which may or are to be required
or permitted to be given by either party to the other hereunder shall be in
writing.  All notices and demands by the Lessor to the Lessee shall be sent by
United States Mail, postage prepaid, addressed to the Lessee at the Premises, or
to such other places as Lessee may from time to time designate in a notice to
the Lessor.  All notices and demands by the Lessee to the Lessor shall be sent
by United States Mail, postage prepaid, addressed to the Lessor at the Office of
the Building, or to such other person or place as the Lessor may from time to
time designate in a notice to the Lessee.

     29.d.     Right to Relocate. Lessor reserves the right to relocate Lessee,
at Lessor's expense, to comparable space elsewhere in the building, and Lessee
agrees to so relocate within forty-five (45) days of receipt by Lessee of
written notice from Lessor.  Lessor to pay for all relocation costs (i.e.,
moving and telephone costs, etc.). The new space to be occupied to be of similar
quality and improvements done by lessee prior to taking occupancy of the space
or marginally better than the space to be vacated.

     29.e.     Joint Obligation. If there be more than one Lessee the 
obligations hereunder imposed upon Lessees shall be joint and several.

     29.f.     Marginal Headings. The marginal headings and Article titles to 
the Articles of this Lease are not a part of this Lease and shall have no 
effect upon the construction or interpretation of any part hereof.

     29.g.     Time.  Time is of the essence of this Lease and each and all of 
its provisions in which performance is a factor.

     29.h.     Successors and Assigns. The covenants and conditions herein
contained, subject to the provisions as to assignment, apply to and bind the
heirs, successors, executors, administrators and assigns of the parties hereto.

     29.i.     Recordation.  Neither Lessor nor Lessee shall record this Lease
or a short form memorandum hereof without the prior written consent of the other
party.

     29.j.     Quiet Possession.  Upon Lessee paying the rent reserved hereunder
and observing and performing all of the covenants, conditions and provisions on
Lessee's part to be observed and performed hereunder, Lessee shall have quiet
possession of the Premises for the entire term hereof, subject to all the
provisions of this Lease.

     29.k.     Late Charges.  Lessee hereby acknowledges that late payment by
Lessee to Lessor of rent or other sums due hereunder will cause Lessor to incur
costs not contemplated by this Lease, the exact amount of which will be
extremely difficult to ascertain.  Such costs include, but are not limited to,
processing and accounting charges, and late charges which may be imposed upon
Lessor by terms of any mortgage or trust deed covering the Premises. 
Accordingly, if any installment of rent or a sum due from Lessee shall not be
received by Lessor or Lessor's designee within ten (10) days after said amount
is due, then Lessee shall pay to Lessor a late charge equal to ten (10%) percent
of such overdue amount.  The parties hereby agree that such late charges
represent a fair and reasonable estimate of the cost that Lessor will incur by
reason of the late payment by Lessee.  Acceptance of such late charges by the
Lessor shall in no event constitute a waiver of Lessee's default with respect to
such overdue amount, nor prevent Lessor from exercising any of the other rights
and remedies granted hereunder.

     29.l.     Guaranty.  As material condition of this Lease and for valuable
consideration, Lessee's performance of the conditions embodied in this Lease is
hereby guaranteed by Spatialight, Inc.

     29.m.     Prior Agreements.  This Lease contains all of the agreements 
of the parties hereto with respect to any matter covered or mentioned in this 
Lease, and no prior agreements or understanding pertaining to any such 
matters shall be effective for any purpose. No provision of this Lease may be 
amended or added to except by an agreement in writing signed by the parties 
hereto or their respective successors in interest.  This Lease shall not be 
effective or binding on any party until fully executed by both parties hereto.

     29.n.     Inability to Perform.  This Lease and the obligations of the
Lessee hereunder shall not be affected or impaired because the Lessor is unable
to fulfill any of its obligations hereunder or is delayed in doing so, if such
inability or delay is caused by reason of strike, labor troubles, acts of God,
or any other cause beyond the reasonable control of the Lessor.

     29.o.     Attorneys' Fees.  In the event of any action or proceeding
brought by either party against the other under this Lease the prevailing 
party shall be entitled to recover all costs and expenses including the fees 
of its attorneys in such action or proceeding in such amount as the court 
may adjudge reasonable as attorneys' fees.

     29.p.     Sale of Premises by Lessor. In the event of any sale of the 
Building, Lessor shall be and is hereby entirely freed and relieved of all 
liability under any and all of its covenants and obligations contained in or 
derived from this Lease arising out of any act, occurrence or omission 
occurring after the consummation of such sale; and the purchaser, at such 
sale or any subsequent sale of the Premises shall be deemed, without any 
further agreement between the parties or their successors in interest or 
between the parties and any such purchaser to have assumed and agreed to 
carry out any and all of the covenants and obligations of the Lessor under 
this Lease.

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<PAGE>


     29.q.     Subordination, Attornment.  Upon request of the Lessor, Lessee 
will in writing subordinate its rights hereunder to the lien of any first 
mortgage, or first deed of trust to any bank, insurance company or other 
lending institution, now or hereafter in force against the land and Building 
of which the Premises are a part, and upon any buildings hereafter placed 
upon the land of which the Premises are a part, and to all advances made or 
hereafter to be made upon the security thereof.

     In the event any proceedings are brought for foreclosure, or in the event
of the exercise of power of sale under any mortgage or deed of trust made by the
Lessor covering the Premises, the Lessee shall attorn to the purchaser upon any
such foreclosure or sale and recognize such purchaser as the Lessor under this
Lease.

     29.r.     Name.  Lessee shall not use the name of the Building or of the
development in which the Building is situated for any purpose other than as an
address of the business to be conducted by the Lessee in the Premises.

     29.s.     Separability.  Any provision of this Lease which shall prove to
be invalid, void or illegal shall in no way effect, impair or invalidate any
other provision hereof and such other provisions shall remain in full force and
effect.

     29.t.     Cumulative Remedies.  No remedy or election hereunder shall be
deemed exclusive but shall, wherever possible, be cumulative with all other
remedies at law or in equity.

     29.u.     Choice of Law. This Lease shall be governed by the laws of the
State of California.

     29.v.     Signs and Auctions.  Lessee shall not place any sign upon the 
Premises or Building or conduct any auction thereon without Lessor's prior 
written consent.

     30.w.     Estoppel Certificate.  Lessee, when presented with an estoppel
certificate, (verification and compliance of lease document) to complete within
five (5) days and return to Lessor.

30.  BROKERS.  Lessee is exclusively represented by LaSalle Partners, Inc. 
Lessor is exclusively represented by Meridian Commercial, Inc.

31.  TENANT IMPROVEMENTS.  Lessor, at Lessor's cost, to paint and recarpet 
the Premises within two (2) weeks of Lessee's completion of tenant 
improvements. Lessee to complete all tenant improvements within two (2) weeks 
of lease execution where paint and carpet are required.  Lessee to assume the 
cost of any and all tenant improvements, including the demising walls where 
required and addition of access doors to vacant adjacent space where Lessee 
may be eliminating existing doors. (i.e. The 2nd floor front vacant area of 
approximately 4,995 square feet will require a new access door inset 
approximately 3 feet from the hallway.)

32.  VACANT SPACE.  During the term of this lease and with the condition that 
Lessee is or has not been in default of any aspect of their lease 
obligations, Lessor to notify Lessee of any space that is vacated on the 
second floor.  Lessor to submit, in writing, to Lessee the acceptable terms 
and conditions of the space to be vacated.  If Lessee does not accept the 
terms and conditions, in writing, within seven (7) days of receipt of notice 
from Lessor, Lessor may offer the space to be vacated to any other potential 
Lessee with no further obligation to Lessee.

34.  OPTION TO RENEW.  Provided that Lessee is not in default in the 
performance of this Lease, Lessee will have two (2) separate one (1) year 
options to renew the Lease.  All of the terms and conditions of the Lease 
will apply during the renewal term, except that the monthly rent will be at 
fair market value.  The option will be exercised by written notice given to 
Lessor not less than 120 days prior to the expiration of the Lease term.  If 
notice is not given within the time specified, this Option will expire.

35.  EXCESS ELECTRICAL USAGE.  The monthly rent paid in Paragraph 6 and 6.a.
includes a $175.00 monthly charge for Lessee's anticipated excess usage of
electricity above and beyond normal building standard (7:00 a.m. to 6:00 p.m.,
Monday through Friday excepting holidays). Lessor reserves the right to re-
evaluate any excessive electricity usage per Paragraph 18, page 4 of this Lease.

LESSOR:

By:  Dennis A. Gilardi                  Date:  3/13/99
   ----------------------          -----------------------

Its: Owner
     --------------------

LESSEE:

By:  Michael H. Burney                  Date:  3/15/99
    ---------------------           ----------------------

Its: CEO
    ---------------------


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<PAGE>

                          RULES AND REGULATIONS


1.   No sign, placard, picture, advertisement, name or notice shall be
inscribed, displayed or printed or affixed on or to any part of the outside or
inside of the Building without the written consent of Lessor first had and
obtained and Lessor shall have the right to remove any such sign, placard,
picture, advertisement, name or notice without notice to and at the expense of
Lessee.  The exterior monument sign to accommodate five (5) potential tenants on
five (5) lines (not to include sublessees).  All tenants' lettering to be of
equal size.  All approved signs or lettering on doors shall be printed, painted,
affixed or inscribed at the expense of Lessee by a person approved of by Lessor.
Lessee shall not place anything or allow anything to be placed near the glass of
any window, door, partition or wall which may appear unsightly from outside the
Premises; provided, however, that Lessor may furnish and install a Building
standard window covering at all exterior windows.  Lessee shall not without
prior written consent of Lessor cause or otherwise sunscreen any window.

2.   The sidewalks, halls, passages, exits, entrances, elevators and stairways
shall not be obstructed by any of the Lessees or used by them for any purpose
other than for ingress and egress from their respective Premises.

3.   Lessee to be responsible for any new locks and keys to the Premises.

4.   The toilet rooms, urinals, wash bowls and other apparatus shall not be used
for any purpose other than that for which they were constricted and no foreign
substance of any kind whatsoever shall be thrown therein and the expense of any
breakage, stoppage, or damage resulting from the violation of this rule shall be
borne by the Lessee who, or whose employees or invitees shall have caused it.

5.    Lessee shall not overload the floor of the Premises or in any way deface
the Premises or any part thereof.

6.   No furniture, freight or equipment of any kind shall be brought into the 
Building without the prior notice to Lessor and all moving of the same into 
or out of the Building shall be done at such time and in such manner as 
Lessor shall designate.  Lessor shall have the right to prescribe the weight, 
size and position of all safes and other heavy equipment brought into the 
Building and also the times and manner of moving the same in and out of the 
Building.  Safes or other heavy objects shall, if considered necessary by 
Lessor, stand on supports of such thickness as is necessary to properly 
distribute the weight. Lessor will not be responsible for loss of or damage 
to any such safe or property from any cause and all damage done to the 
Building by moving or maintaining any such safe or other property shall be 
repaired at the expense of the Lessee.

7.   Lessee shall not use, keep or permit to be used or kept any foul or noxious
gas or substance in the Premises, or permit or suffer the Premises to be
occupied or used in a manner offensive or objectionable to the Lessor or other
occupants of the Building by reason of noise, odors, electromagnetic radiation,
and/or vibrations, or interfere in any way with other Lessees or those having
business therein, nor shall any animals or birds be brought in or kept in or
about the Premises or the Building.

8.   Lessee shall not use or keep in the Premises of the Building any kerosene,
gasoline, or inflammable or combustible fluid or material, or use any method of
heating or air conditioning other than that supplied by Lessor.  Lessee uses
minimal amounts of hazardous materials in its research, a list of which will be
given to Lessor.

9.   No boring or cutting for wires will be allowed without the consent of the
Lessor.  The location of telephones, call boxes and other office equipment
affixed to the Premises shall be subject to the approval of Lessor.

10.  In case of invasion, mob, riot, public excitement, or other commotion, the
Lessor reserves the right to prevent access to the Building during the
continuance of the same by closing of the doors or otherwise, for the safety of
the Lessees and protection of property in the Building and the Building.

11.  Lessor reserves the right to exclude or expel from the Building any person
who, in the judgment of Lessor, is intoxicated or under the influence of liquor
or drugs, or who shall in any manner do any act in violation of any of the rules
and regulations of the Building.

12.  No vending machine or machines of any description shall be installed,
maintained or operated upon the Premises without the written consent of the
Lessor.

13.  Lessor shall have the right, exercisable without notice and without
liability to Lessee, to change the name and street address of the Building of
which the Premises are a part.

14.  Lessee shall not disturb, solicit, or canvass any occupant of the Building
and shall cooperate to prevent same.

15.  Without the written consent of Lessor, Lessee shall not use the name of the
Building in connection with or in promoting or advertising the business of
Lessee except as Lessee's address.

16.  Lessor shall have the right to control and operate the public portions of
the Building, and the public facilities, and heating and air conditioning, as 
well as facilities furnished for the common use of the Lessees, in such 
manner as it deems best for the benefit of the Lessees generally.

17.  All entrance doors in the Premises shall be left locked when the 
Premises are not in use, and all doors opening to public corridors shall be 
kept closed except for normal ingress and egress from the Premises.


8