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 May __, 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 $_____/1/,  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 May __, 2003, between the
Company and the investors signatory thereto.



--------
/1/  115% of the  average  of the 30  Closing  Prices  immediately  prior to the
     Closing.




                                       1
<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



                                       2
<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



                                       4
<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.



                                       5
<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



                                       6
<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/,  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

/2/ The Per Share Purchase Price.


                                       7
<PAGE>

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,  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



                                       8
<PAGE>

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,  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.



                                       9
<PAGE>

          (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 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:  May __, 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:
                                               --------------------------------

<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.