EXHIBIT B



                          REGISTRATION RIGHTS AGREEMENT


                  This Registration  Rights Agreement (this "AGREEMENT") is made
and entered into as of May __, 2003, by and among SpatiaLight,  Inc., a New York
corporation  (the  "COMPANY"),  and  the  investors  signatory  hereto  (each  a
"PURCHASER" and collectively, the "PURCHASERS").

                  This  Agreement is made  pursuant to the  Securities  Purchase
Agreement, dated as of the date hereof among the Company and the Purchasers (the
"PURCHASE AGREEMENT").

                  The Company and the Purchasers hereby agree as follows:

         1.       DEFINITIONS.  Capitalized terms used and not otherwise defined
herein that are defined in the Purchase  Agreement shall have the meanings given
such terms in the Purchase Agreement.  As used in this Agreement,  the following
terms shall have the following meanings:

                  "EFFECTIVENESS  DATE" means,  with respect to the Registration
         Statement  required  to be filed  hereunder,  the  earlier  of the 90th
         calendar  day  following  the Closing  Date (120th  calendar day in the
         event of a full review by the Commission) and (b) the fifth Trading Day
         following  the date on which the Company is notified by the  Commission
         that the  Registration  Statement  will not be reviewed or is no longer
         subject to further review and comments.

                  "EFFECTIVENESS  PERIOD"  shall have the  meaning  set forth in
         Section 2(a).

                  "FILING  DATE"  means,   with  respect  to  the   Registration
         Statement  required  to be  filed  hereunder,  the  30th  calendar  day
         following the Closing Date.

                  "HOLDER" or "HOLDERS" means the holder or holders, as the case
         may be, from time to time of Registrable Securities.

                  "INDEMNIFIED  PARTY"  shall  have  the  meaning  set  forth in
         Section 5(c).

                  "INDEMNIFYING  PARTY"  shall  have the  meaning  set  forth in
         Section 5(c).

                  "LOSSES" shall have the meaning set forth in Section 5(a).

                  "PROCEEDING" means an action,  claim,  suit,  investigation or
         proceeding (including,  without limitation, an investigation or partial
         proceeding, such as a deposition), whether commenced or threatened.

                  "PROSPECTUS" means the prospectus included in the Registration
         Statement  (including,  without limitation,  a prospectus that includes
         any information  previously  omitted from a prospectus filed as part of
         an  effective   registration  statement  in  reliance  upon  Rule  430A
         promulgated  under the Securities  Act), as amended or  supplemented by
         any prospectus supplement, with respect to the terms of the offering of
         any portion of the Registrable  Securities  covered by the Registration
         Statement,  and all other amendments

<PAGE>

         and supplements to the Prospectus, including post-effective amendments,
         and all material incorporated by reference or deemed to be incorporated
         by reference in such Prospectus.

                  "REGISTRABLE  SECURITIES" means the Shares,  together with any
         shares  of  Common  Stock  issued or  issuable  upon any  stock  split,
         dividend or other distribution,  recapitalization or similar event with
         respect to the foregoing.

                  "REGISTRATION  STATEMENT"  means the  Registration  Statements
         required  to  be  filed   hereunder,   including  (in  each  case)  the
         Prospectus, amendments and supplements to the Registration statement or
         Prospectus,  including pre- and post-effective amendments, all exhibits
         thereto,  and all  material  incorporated  by reference or deemed to be
         incorporated by reference in the Registration statement.

                  "RULE  415"  means  Rule  415  promulgated  by the  Commission
         pursuant to the  Securities  Act, as such Rule may be amended from time
         to time,  or any similar rule or  regulation  hereafter  adopted by the
         Commission having substantially the same effect as such Rule.

                  "RULE  424"  means  Rule  424  promulgated  by the  Commission
         pursuant to the  Securities  Act, as such Rule may be amended from time
         to time,  or any similar rule or  regulation  hereafter  adopted by the
         Commission having substantially the same effect as such Rule.

                  "SECURITIES ACT" means the Securities Act of 1933, as amended.

                  "SHARES"  solely for the purpose of this  Agreement  means the
         Shares (as defined in the Purchase Agreement) together with the Warrant
         Shares issuable upon exercise of the Warrants.

         2.       REGISTRATION.

                  (a) On or prior to the Filing Date,  the Company shall prepare
         and file with the Commission the  Registration  Statement  covering the
         resale of all of the Registrable  Securities for an offering to be made
         on a continuous basis pursuant to Rule 415. The Registration  Statement
         required  hereunder  shall be on Form S-3 (except if the Company is not
         then eligible to register for resale the Registrable Securities on Form
         S-3,  in which case the  Registration  shall be on another  appropriate
         form in  accordance  herewith).  The  Registration  Statement  required
         hereunder shall contain  (except if otherwise  directed by the Holders)
         the "PLAN OF  DISTRIBUTION"  attached  hereto  as ANNEX A. The  Company
         shall cause the  Registration  Statement to become effective and remain
         effective as provided  herein.  The Company shall use its  commercially
         reasonable  efforts to cause the Registration  Statement to be declared
         effective  under the  Securities  Act as promptly as possible after the
         filing thereof, but in any event not later than the Effectiveness Date,
         and  shall  use  its  commercially   reasonable  efforts  to  keep  the
         Registration  Statement continuously effective under the Securities Act
         until  the date  which is two  years  after  the  Closing  Date or such
         earlier   date  when  all   Registrable   Securities   covered  by  the
         Registration  Statement  have been sold or may be sold  without  volume
         restrictions  pursuant to Rule 144(k) as  determined  by the counsel to
         the  Company  pursuant  to a

                                      -2-
<PAGE>

         written opinion letter to such effect,  addressed and acceptable to the
         Company's  transfer agent and the affected Holders (the  "EFFECTIVENESS
         PERIOD").

                  (b) If:  (i) the  Registration  Statement  is not  filed on or
         prior to its Filing  Date,  or (ii) the Company  fails to file with the
         Commission  a request  for  acceleration  in  accordance  with Rule 461
         promulgated  under the Securities  Act,  within ten Trading Days of the
         date that the Company is notified in writing by the Commission that the
         Registration  Statement  will  not be  "reviewed,"  or not  subject  to
         further review,  or (iii) the Registration  Statement filed or required
         to be filed hereunder is not declared effective by the Commission on or
         before  the  Effectiveness  Date (any  such  failure  or  breach  being
         referred to as an "EVENT,"  and for purposes of clause (i) or (iii) the
         date on which such Event occurs,  or for purposes of ------ clause (ii)
         the date on  which  such ten  Trading  Day  period  is  exceeded  being
         referred  to as "EVENT  ------  Date"),  then in  addition to any other
         rights the Holders may have hereunder or under  applicable  law: (x) on
         each such Event Date the Company  shall pay to each Holder an amount in
         cash,  as liquidated  damages and not as a penalty,  equal to 1% of the
         Subscription  Amount  paid  by such  Holder  pursuant  to the  Purchase
         Agreement for any Registrable  Securities then held by such Holder; and
         (y) on  each  monthly  anniversary  of each  such  Event  Date  (if the
         applicable  Event  shall not have been  cured by such  date)  until the
         applicable  Event is cured,  the  Company  shall pay to each  Holder an
         amount in cash, as liquidated damages and not as a penalty, equal to 2%
         of the  aggregate  purchase  price paid by such Holder  pursuant to the
         Purchase  Agreement for any  Registrable  Securities  then held by such
         Holder.

         3.       REGISTRATION PROCEDURES

                  In  connection  with the  Company's  registration  obligations
hereunder, the Company shall:

                  (a) Not less than two Trading  Days prior to the filing of the
         Registration  Statement or any related  Prospectus  or any amendment or
         supplement  thereto,  the  Company  shall,  (i)  furnish to the Holders
         copies of all such documents proposed to be filed (including  documents
         incorporated  or  deemed   incorporated  by  reference  to  the  extent
         requested by such Person) which documents will be subject to the review
         of such Holders, and (ii) cause its officers and directors, counsel and
         independent  certified public  accountants to respond to such inquiries
         as shall be necessary,  in the reasonable opinion of respective counsel
         to  conduct  a  reasonable  investigation  within  the  meaning  of the
         Securities Act. The Company shall not file the  Registration  Statement
         or any such  Prospectus  or any  amendments or  supplements  thereto to
         which the Holders of a majority  of the  Registrable  Securities  shall
         reasonably object in good faith.

                  (b) (i) Prepare and file with the Commission such  amendments,
         including post-effective  amendments, to the Registration Statement and
         the Prospectus used in connection therewith as may be necessary to keep
         the Registration  Statement continuously effective as to the applicable
         Registrable  Securities for the  Effectiveness  Period;  (ii) cause the
         related  Prospectus  to be  amended  or  supplemented  by any  required
         Prospectus  supplement,  and as so  supplemented or amended to be filed
         pursuant to Rule 424; (iii) respond as promptly as reasonably possible,
         and in any event within fifteen

                                      -3-
<PAGE>

         Trading Days, to any comments received from the Commission with respect
         to the Registration Statement or any amendment thereto and, as promptly
         as  reasonably  possible,  upon  request,  provide the Holders true and
         complete  copies  of all  correspondence  from  and  to the  Commission
         relating to the Registration Statement; and (iv) comply in all material
         respects with the provisions of the Securities Act and the Exchange Act
         with respect to the disposition of all Registrable  Securities  covered
         by  the  Registration   Statement  during  the  applicable   period  in
         accordance  with the  intended  methods of  disposition  by the Holders
         thereof  set forth in the  Registration  Statement  as so amended or in
         such Prospectus as so supplemented.

                  (c) Notify the Holders of Registrable Securities to be sold as
         promptly as reasonably  possible (and, in the case of (i)(A) below, not
         less than two Trading Days prior to such  filing) and (if  requested by
         any such Person) confirm such notice in writing promptly  following the
         day  (i)(A)  when  a  Prospectus  or  any   Prospectus   supplement  or
         post-effective  amendment to the Registration  Statement is proposed to
         be filed;  (B) when the Commission  notifies the Company  whether there
         will be a "review"  of the  Registration  Statement  and  whenever  the
         Commission  comments  in writing  on the  Registration  Statement  (the
         Company shall upon request provide true and complete copies thereof and
         all written  responses  thereto to each of the  Holders);  and (C) with
         respect to the Registration Statement or any post-effective  amendment,
         when  the  same  has  become  effective;  (ii)  of any  request  by the
         Commission or any other Federal or state governmental  authority during
         the  period  of  effectiveness   of  the  Registration   Statement  for
         amendments or supplements to the  Registration  Statement or Prospectus
         or for additional information;  (iii) of the issuance by the Commission
         or any other federal or state governmental  authority of any stop order
         suspending the effectiveness of the Registration Statement covering any
         or  all  of  the  Registrable  Securities  or  the  initiation  of  any
         Proceedings for that purpose; (iv) of the receipt by the Company of any
         notification  with respect to the  suspension of the  qualification  or
         exemption from  qualification of any of the Registrable  Securities for
         sale in any  jurisdiction,  or the  initiation  or  threatening  of any
         Proceeding for such purpose;  and (v) of the occurrence of any event or
         passage of time that makes the  financial  statements  included  in the
         Registration   Statement   ineligible  for  inclusion  therein  or  any
         statement  made in the  Registration  Statement  or  Prospectus  or any
         document incorporated or deemed to be incorporated therein by reference
         untrue in any material  respect or that  requires any  revisions to the
         Registration  Statement,  Prospectus or other documents so that, in the
         case of the Registration  Statement or the Prospectus,  as the case may
         be, it will not contain any untrue statement of a material fact or omit
         to state any material fact  required to be stated  therein or necessary
         to make the statements  therein,  in light of the  circumstances  under
         which they were made, not misleading.

                  (d) Use its  commercially  reasonable  efforts  to  avoid  the
         issuance  of, or, if issued,  obtain  the  withdrawal  of (i) any order
         suspending the effectiveness of the Registration Statement, or (ii) any
         suspension of the  qualification  (or exemption from  qualification) of
         any of the Registrable Securities for sale in any jurisdiction,  at the
         earliest practicable moment.

                                      -4-
<PAGE>

                  (e)  Furnish  to each  Holder,  without  charge,  at least one
         conformed  copy  of  the  Registration  Statement  and  each  amendment
         thereto,  including financial  statements and schedules,  all documents
         incorporated or deemed to be  incorporated  therein by reference to the
         extent  requested  by such  Person,  and  all  exhibits  to the  extent
         requested  by such Person  (including  those  previously  furnished  or
         incorporated by reference)  promptly after the filing of such documents
         with the Commission.

                  (f) Promptly deliver to each Holder,  without charge,  as many
         copies  of the  Prospectus  or  Prospectuses  (including  each  form of
         prospectus)  and each  amendment or supplement  thereto as such Persons
         may  reasonably  request in  connection  with  resales by the Holder of
         Registrable Securities.  The Company hereby consents to the use of such
         Prospectus  and each  amendment  or  supplement  thereto by each of the
         selling  Holders  in  connection  with  the  offering  and  sale of the
         Registrable  Securities covered by such Prospectus and any amendment or
         supplement  thereto,  except after the giving on any notice pursuant to
         Section 3(c).

                  (g) Prior to any resale of Registrable Securities by a Holder,
         use its  commercially  reasonable  efforts  to  register  or qualify or
         cooperate with the selling Holders in connection with the  registration
         or qualification  (or exemption from the Registration or qualification)
         of such  Registrable  Securities for the resale by the Holder under the
         securities  or Blue Sky laws of such  jurisdictions  within  the United
         States as any Holder reasonably  requests in writing,  to keep each the
         Registration or qualification (or exemption therefrom) effective during
         the  Effectiveness  Period  and to do any and all other  acts or things
         reasonably necessary to enable the disposition in such jurisdictions of
         the  Registrable  Securities  covered  by the  Registration  Statement;
         PROVIDED,  that the Company  shall not be required to --------  qualify
         generally  to do business in any  jurisdiction  where it is not then so
         qualified,  subject  the  Company  to any  material  tax  in  any  such
         jurisdiction  where it is not then so subject or file a general consent
         to service of process in any such jurisdiction.

                  (h) If requested by the Holders, cooperate with the Holders to
         facilitate  the  timely   preparation   and  delivery  of  certificates
         representing  Registrable  Securities  to be  delivered to a transferee
         pursuant to the Registration  Statement,  which  certificates  shall be
         free,  to the  extent  permitted  by  the  Purchase  Agreement,  of all
         restrictive legends, and to enable such Registrable Securities to be in
         such denominations and registered in such names as any such Holders may
         request.

                  (i) Upon the occurrence of any event  contemplated  by Section
         3(c)(v),  as promptly as reasonably  possible,  prepare a supplement or
         amendment,  including a post-effective  amendment,  to the Registration
         Statement or a  supplement  to the related  Prospectus  or any document
         incorporated  or deemed to be  incorporated  therein by reference,  and
         file any other  required  document so that,  as  thereafter  delivered,
         neither the Registration  Statement nor such Prospectus will contain an
         untrue  statement of a material  fact or omit to state a material  fact
         required  to be stated  therein  or  necessary  to make the  statements
         therein,  in light of the circumstances under which they were made, not
         misleading.

                                      -5-

<PAGE>

                  (j) Comply with all  applicable  rules and  regulations of the
         Commission.

                  (k) The Company may require each selling  Holder to furnish to
         the Company a certified  statement as to the number of shares of Common
         Stock  beneficially  owned by such  Holder  and any  other  information
         requested by the Commission.

         4.       REGISTRATION  EXPENSES.  All fees and expenses incident to the
performance  of or compliance  with this Agreement by the Company shall be borne
by the Company  whether or not any  Registrable  Securities are sold pursuant to
the Registration  Statement.  The fees and expenses referred to in the foregoing
sentence shall include, without limitation, (i) all registration and filing fees
(including,  without  limitation,  fees and expenses (A) with respect to filings
required  to be made with the Trading  Market on which the Common  Stock is then
listed for trading,  and (B) in compliance with applicable  state  securities or
Blue Sky laws), (ii) printing expenses (including, without limitation,  expenses
of printing certificates for Registrable Securities and of printing prospectuses
if the  printing of  prospectuses  is  reasonably  requested by the holders of a
majority of the Registrable Securities included in the Registration  Statement),
(iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of
counsel for the Company, (v) Securities Act liability insurance,  if the Company
so desires  such  insurance,  and (vi) fees and  expenses  of all other  Persons
retained by the Company in connection with the  consummation of the transactions
contemplated  by this Agreement.  In addition,  the Company shall be responsible
for all of its internal expenses incurred in connection with the consummation of
the transactions contemplated by this Agreement (including,  without limitation,
all salaries and expenses of its  officers  and  employees  performing  legal or
accounting  duties),  the expense of any annual  audit and the fees and expenses
incurred in  connection  with the listing of the  Registrable  Securities on any
securities exchange as required hereunder.

         5.       INDEMNIFICATION

                  (a)  INDEMNIFICATION  BY  THE  COMPANY.   The  Company  shall,
         notwithstanding  any termination of this Agreement,  indemnify and hold
         harmless each Holder, the officers,  directors, agents and employees of
         each of them,  each Person who  controls  any such  Holder  (within the
         meaning  of  Section  15 of the  Securities  Act or  Section  20 of the
         Exchange Act) and the officers, directors, agents and employees of each
         such controlling  Person, to the fullest extent permitted by applicable
         law, from and against any and all losses, claims, damages, liabilities,
         costs (including,  without limitation,  reasonable attorneys' fees) and
         expenses  (collectively,  "LOSSES"), as incurred, to the extent arising
         out of or relating to any ------ untrue or alleged untrue  statement of
         a material fact contained in the Registration Statement, any Prospectus
         or any form of prospectus or in any amendment or supplement  thereto or
         in any  preliminary  prospectus,  or arising  out of or relating to any
         omission or alleged  omission of a material  fact required to be stated
         therein or necessary to make the statements therein (in the case of any
         Prospectus or form of prospectus or supplement thereto, in light of the
         circumstances under which they were made) not misleading, except to the
         extent,  but only to the  extent,  that (1) such untrue  statements  or
         omissions  are based  solely  upon  information  regarding  such Holder
         furnished  in writing


                                      -6-
<PAGE>



         to the  Company by such Holder  expressly  for use  therein,  or to the
         extent that such  information  relates to such Holder or such  Holder's
         proposed  method of  distribution  of  Registrable  Securities  and was
         reviewed and expressly approved in writing by such Holder expressly for
         use in the  Registration  Statement,  such  Prospectus  or such form of
         Prospectus  or  in  any  amendment  or  supplement  thereto  (it  being
         understood  that  the  Holder  has  approved  Annex A  hereto  for this
         purpose)  or (2) in the case of an  occurrence  of an event of the type
         specified  in  Section  3(c)(ii)-(v),  the  use by  such  Holder  of an
         outdated or defective  Prospectus  after the Company has notified  such
         Holder in writing  that the  Prospectus  is outdated or  defective  and
         prior to the  receipt  by such  Holder of the  Advice  contemplated  in
         Section  6(c).  The Company  shall  notify the Holders  promptly of the
         institution, threat or assertion of any Proceeding of which the Company
         is  aware in  connection  with the  transactions  contemplated  by this
         Agreement.

                  (b) INDEMNIFICATION BY HOLDERS.  Each Holder shall,  severally
         and  not  jointly,   indemnify  and  hold  harmless  the  Company,  its
         directors, officers, agents and employees, each Person who controls the
         Company  (within  the meaning of Section 15 of the  Securities  Act and
         Section 20 of the Exchange Act), and the directors, officers, agents or
         employees of such controlling  Persons, to the fullest extent permitted
         by  applicable  law, from and against all Losses,  as incurred,  to the
         extent  arising  out of or based  upon:  (x) such  Holder's  failure to
         comply with the prospectus delivery  requirements of the Securities Act
         or (y) any  untrue or  alleged  untrue  statement  of a  material  fact
         contained in any Registration Statement, any Prospectus, or any form of
         prospectus,  or in  any  amendment  or  supplement  thereto  or in  any
         preliminary  prospectus,  or arising out of or relating to any omission
         or alleged omission of a material fact required to be stated therein or
         necessary  to make the  statements  therein not  misleading  (i) to the
         extent, but only to the extent,  that such untrue statement or omission
         is contained in any  information so furnished in writing by such Holder
         to the Company specifically for inclusion in the Registration Statement
         or  such  Prospectus  or  (ii)  to the  extent  that  (1)  such  untrue
         statements  or omissions  are based solely upon  information  regarding
         such  Holder  furnished  in  writing  to the  Company  by  such  Holder
         expressly  for use  therein,  or to the  extent  that such  information
         relates to such Holder or such Holder's proposed method of distribution
         of Registrable  Securities  and was reviewed and expressly  approved in
         writing by such Holder expressly for use in the Registration  Statement
         (it being  understood  that the Holder has approved  Annex A hereto for
         this  purpose),  such  Prospectus  or such form of Prospectus or in any
         amendment or supplement  thereto or (2) in the case of an occurrence of
         an event of the type specified in Section 3(c)(ii)-(v), the use by such
         Holder of an outdated  or  defective  Prospectus  after the Company has
         notified  such  Holder in writing  that the  Prospectus  is outdated or
         defective  and  prior  to the  receipt  by such  Holder  of the  Advice
         contemplated  in Section  6(c).  In no event shall the liability of any
         selling Holder hereunder be greater in amount than the dollar amount of
         the  net  proceeds  received  by  such  Holder  upon  the  sale  of the
         Registrable Securities giving rise to such indemnification obligation.

                  (c) CONDUCT OF INDEMNIFICATION  PROCEEDINGS. If any Proceeding
         shall be brought or asserted  against any Person  entitled to indemnity
         hereunder  (an  "INDEMNIFIED  PARTY"),  such  Indemnified  Party  shall
         promptly   notify  the  Person  from  whom  indemnity  is  sought  (the
         "INDEMNIFYING PARTY") in writing, and the Indemnifying Party shall have
         the right to assume the defense  thereof,  including the  employment of
         counsel  reasonably  satisfactory  to the  Indemnified  Party  and  the
         payment of all fees and expenses  incurred in  connection  with defense
         thereof;  provided,  that the failure of any Indemnified  Party to

                                      -7-

<PAGE>



         give  such  notice  shall not  relieve  the  Indemnifying  Party of its
         obligations  or  liabilities  pursuant to this  Agreement,  except (and
         only) to the extent that it shall be finally  determined  by a court of
         competent jurisdiction (which determination is not subject to appeal or
         further   review)  that  such  failure   shall  have   prejudiced   the
         Indemnifying Party.

                  An Indemnified  Party shall have the right to employ  separate
         counsel  in any  such  Proceeding  and to  participate  in the  defense
         thereof,  but the fees and  expenses  of such  counsel  shall be at the
         expense  of  such  Indemnified   Party  or  Parties  unless:   (1)  the
         Indemnifying Party has agreed in writing to pay such fees and expenses;
         (2) the  Indemnifying  Party shall have  failed  promptly to assume the
         defense  of  such   Proceeding   and  to  employ   counsel   reasonably
         satisfactory to such Indemnified  Party in any such Proceeding;  or (3)
         the named  parties  to any such  Proceeding  (including  any  impleaded
         parties)  include  both such  Indemnified  Party  and the  Indemnifying
         Party,  and such  Indemnified  Party shall have been advised by counsel
         that a conflict of interest is likely to exist if the same counsel were
         to represent  such  Indemnified  Party and the  Indemnifying  Party (in
         which case, if such Indemnified  Party notifies the Indemnifying  Party
         in writing that it elects to employ separate  counsel at the expense of
         the Indemnifying Party, the Indemnifying Party shall not have the right
         to assume the defense  thereof and the reasonable  fees and expenses of
         one  separate  counsel  shall  be at the  expense  of the  Indemnifying
         Party).  The Indemnifying  Party shall not be liable for any settlement
         of any such  Proceeding  effected  without its written  consent,  which
         consent  shall not be  unreasonably  withheld.  No  Indemnifying  Party
         shall,  without the prior  written  consent of the  Indemnified  Party,
         effect any settlement of any pending Proceeding in respect of which any
         Indemnified  Party is a  party,  unless  such  settlement  includes  an
         unconditional  release of such Indemnified  Party from all liability on
         claims that are the subject matter of such Proceeding.

                  All  reasonable  fees and  expenses of the  Indemnified  Party
         (including  reasonable  fees and  expenses  to the extent  incurred  in
         connection with investigating or preparing to defend such Proceeding in
         a manner  not  inconsistent  with  this  Section)  shall be paid to the
         Indemnified  Party,  as  incurred,  within ten Trading  Days of written
         notice  thereof  to  the  Indemnifying   Party;   PROVIDED,   that  the
         Indemnified Party shall promptly  reimburse the Indemnifying  Party for
         that portion of such fees and expenses  applicable  to such actions for
         which  such  Indemnified  Party  is  not  entitled  to  indemnification
         hereunder, determined based upon the relative faults of the parties.

                  (d) CONTRIBUTION. If a claim for indemnification under Section
         5(a) or 5(b) is  unavailable  to an  Indemnified  Party  (by  reason of
         public policy or otherwise),  then each Indemnifying  Party, in lieu of
         indemnifying  such  Indemnified  Party,  shall contribute to the amount
         paid or payable by such  Indemnified  Party as a result of such Losses,
         in such  proportion as is  appropriate to reflect the relative fault of
         the  Indemnifying  Party and  Indemnified  Party in connection with the
         actions,  statements or omissions  that resulted in such Losses as well
         as any other relevant equitable  considerations.  The relative fault of
         such  Indemnifying  Party and Indemnified  Party shall be determined by
         reference  to,  among other  things,  whether  any action in  question,
         including any untrue or alleged untrue  statement of a material fact or
         omission or alleged omission of a material fact, has been taken or made
         by, or relates to information  supplied by, such Indemnifying  Party or

                                      -8-
<PAGE>


         Indemnified Party, and the parties' relative intent, knowledge,  access
         to  information  and  opportunity  to correct or prevent  such  action,
         statement  or  omission.  The  amount  paid or  payable by a party as a
         result  of any  Losses  shall be  deemed  to  include,  subject  to the
         limitations  set forth in Section 5(c),  any  reasonable  attorneys' or
         other reasonable fees or expenses  incurred by such party in connection
         with  any   Proceeding  to  the  extent  such  party  would  have  been
         indemnified for such fees or expenses if the  indemnification  provided
         for in this Section was available to such party in accordance  with its
         terms.

                  The  parties  hereto  agree  that it  would  not be  just  and
         equitable if contribution pursuant to this Section 5(d) were determined
         by pro rata  allocation or by any other method of allocation  that does
         not take into account the equitable  considerations  referred to in the
         immediately preceding paragraph. Notwithstanding the provisions of this
         Section  5(d),  no  Holder  shall be  required  to  contribute,  in the
         aggregate,  any  amount in excess of the  amount by which the  proceeds
         actually  received  by such  Holder  from the  sale of the  Registrable
         Securities  subject to the Proceeding exceeds the amount of any damages
         that such Holder has  otherwise  been required to pay by reason of such
         untrue or alleged  untrue  statement  or omission or alleged  omission,
         except in the case of fraud by such Holder.

                  The indemnity and  contribution  agreements  contained in this
         Section are in addition to any liability that the Indemnifying  Parties
         may have to the Indemnified Parties.

                  6.       MISCELLANEOUS

                  (a) REMEDIES.  In the event of a breach by the Company or by a
         Holder, of any of their  obligations under this Agreement,  each Holder
         or the  Company,  as the case may be, in addition to being  entitled to
         exercise all rights granted by law and under this Agreement,  including
         recovery of damages,  will be entitled to specific  performance  of its
         rights  under this  Agreement.  The Company and each Holder  agree that
         monetary damages would not provide adequate compensation for any losses
         incurred by reason of a breach by it of any of the  provisions  of this
         Agreement  and hereby  further  agrees that, in the event of any action
         for specific  performance in respect of such breach, it shall waive the
         defense that a remedy at law would be adequate.

                  (b) COMPLIANCE.  Each Holder covenants and agrees that it will
         comply with the prospectus delivery  requirements of the Securities Act
         as applicable to it in connection with sales of Registrable  Securities
         pursuant to the Registration Statement.

                  (c)  DISCONTINUED  DISPOSITION.  Each  Holder  agrees  by  its
         acquisition  of such  Registrable  Securities  that,  upon receipt of a
         notice  from the  Company  of the  occurrence  of any event of the kind
         described  in Section  3(c),  such  Holder will  forthwith  discontinue
         disposition  of such  Registrable  Securities  under  the  Registration
         Statement until such Holder's receipt of the copies of the supplemented
         Prospectus and/or amended Registration Statement or until it is advised
         in writing (the "ADVICE") by the Company that the use of the applicable
         Prospectus may be resumed,  and, in either case, has received copies of
         any additional or supplemental  filings that are incorporated or deemed

                                      -9-

<PAGE>



         to be  incorporated  by reference in such  Prospectus  or  Registration
         Statement.  The Company may provide  appropriate stop orders to enforce
         the provisions of this paragraph.

                  (d) AMENDMENTS AND WAIVERS.  The provisions of this Agreement,
         including the provisions of this sentence, may not be amended, modified
         or  supplemented,  and  waivers  or  consents  to  departures  from the
         provisions hereof may not be given, unless the same shall be in writing
         and  signed by the  Company  and each  Holder  of the then  outstanding
         Registrable Securities.

                  (e) NOTICES.  Any and all notices or other  communications  or
         deliveries  required or permitted to be provided  hereunder shall be in
         writing and shall be deemed given and  effective on the earliest of (i)
         the date of transmission,  if such notice or communication is delivered
         via facsimile at the facsimile  number provided for below prior to 6:30
         p.m.  (New York City time) on a Trading Day, (ii) the Trading Day after
         the date of transmission,  if such notice or communication is delivered
         via  facsimile at the  facsimile  number  provided for below later than
         6:30 p.m.  (New York City time) on any date and earlier than 11:59 p.m.
         (New York City time) on such date,  (iii) the Trading Day following the
         date of mailing,  if sent by nationally  recognized  overnight  courier
         service,  or (iv) upon actual  receipt by the party to whom such notice
         is   required  to  be  given.   The   address  for  such   notices  and
         communications  shall be  delivered  and  addressed as set forth in the
         Purchase Agreement

                  (f) SUCCESSORS AND ASSIGNS.  This Agreement shall inure to the
         benefit of and be binding upon the successors and permitted  assigns of
         each of the parties and shall inure to the benefit of each Holder. Each
         Holder may assign their  respective  rights hereunder in the manner and
         to the Persons as permitted under the Purchase Agreement. (g) EXECUTION
         AND  COUNTERPARTS.  This  Agreement  may be  executed  in any number of
         counterparts,  each of which when so executed  shall be deemed to be an
         original and, all of which taken together shall  constitute one and the
         same  Agreement.  In the  event  that any  signature  is  delivered  by
         facsimile  transmission,  such  signature  shall create a valid binding
         obligation of the party executing (or on whose behalf such signature is
         executed) the same with the same force and effect as if such  facsimile
         signature were the original thereof.

                  (h) GOVERNING LAW. All questions  concerning the construction,
         validity,  enforcement  and  interpretation  of this Agreement shall be
         governed by and construed and enforced in accordance  with the internal
         laws of the State of New York,  without  regard  to the  principles  of
         conflicts of law thereof.  Each party agrees that all legal proceedings
         concerning  the   interpretations,   enforcement  and  defense  of  the
         transactions  contemplated by this Agreement (whether brought against a
         party  hereto  or  its  respective  affiliates,   directors,  officers,
         shareholders,  employees or agents) shall be commenced  exclusively  in
         the state and federal courts sitting in the City of New York, New York.
         Each  party  hereto  hereby   irrevocably   submits  to  the  exclusive
         jurisdiction of the state and federal courts sitting in the City of New
         York,  New York for the  adjudication  of any dispute  hereunder  or in
         connection  herewith  or with any  transaction  contemplated  hereby or
         discussed

                                      -10-

<PAGE>


         herein  (including  with respect to the  enforcement of the any of this
         Agreement),  and hereby irrevocably waives, and agrees not to assert in
         any suit,  action or  proceeding,  any claim that it is not  personally
         subject to the jurisdiction of any such court,  that such suit,  action
         or proceeding is improper.  Each party hereto hereby irrevocably waives
         personal service of process and consents to process being served in any
         such  suit,  action  or  proceeding  by  mailing  a  copy  thereof  via
         registered or certified  mail or overnight  delivery  (with evidence of
         delivery)  to such party at the  address  in effect  for  notices to it
         under this Agreement and agrees that such service shall constitute good
         and sufficient service of process and notice thereof. Nothing contained
         herein  shall be deemed to limit in any way any right to serve  process
         in any manner  permitted by law. Each party hereto  hereby  irrevocably
         waives,  to the fullest extent permitted by applicable law, any and all
         right  to  trial  by jury in any  legal  proceeding  arising  out of or
         relating to this Agreement or the transactions  contemplated hereby. If
         either  party  shall  commence an action or  proceeding  to enforce any
         provisions of this Agreement,  then the prevailing party in such action
         or proceeding  shall be reimbursed by the other party for its attorneys
         fees and other  costs and  expenses  incurred  with the  investigation,
         preparation and prosecution of such action or proceeding.

                  (i)  CUMULATIVE  REMEDIES.  The remedies  provided  herein are
         cumulative and not exclusive of any remedies provided by law.

                  (j)  SEVERABILITY.   If  any  term,  provision,   covenant  or
         restriction  of  this  Agreement  is  held  by  a  court  of  competent
         jurisdiction  to  be  invalid,  illegal,  void  or  unenforceable,  the
         remainder of the terms,  provisions,  covenants  and  restrictions  set
         forth  herein shall remain in full force and effect and shall in no way
         be affected, impaired or invalidated,  and the parties hereto shall use
         their commercially reasonable efforts to find and employ an alternative
         means to  achieve  the same or  substantially  the same  result as that
         contemplated by such term,  provision,  covenant or restriction.  It is
         hereby  stipulated and declared to be the intention of the parties that
         they would have executed the remaining terms, provisions, covenants and
         restrictions  without  including  any of  such  that  may be  hereafter
         declared invalid, illegal, void or unenforceable.

                  (k)  HEADINGS.   The  headings  in  this   Agreement  are  for
         convenience of reference  only and shall not limit or otherwise  affect
         the meaning hereof.

                  (l) INDEPENDENT NATURE OF PURCHASERS'  OBLIGATIONS AND RIGHTS.
         The  obligations of each  Purchaser  hereunder is several and not joint
         with the obligations of any other Purchaser hereunder, and no Purchaser
         shall be responsible in any way for the  performance of the obligations
         of any other Purchaser  hereunder.  Nothing  contained herein or in any
         other  agreement or document  delivered  at any closing,  and no action
         taken by any Purchaser  pursuant hereto or thereto,  shall be deemed to
         constitute  the Purchasers as a partnership,  an  association,  a joint
         venture or any other kind of entity,  or create a presumption  that the
         Purchasers  are in any way  acting  in  concert  with  respect  to such
         obligations or the  transactions  contemplated by this Agreement.  Each
         Purchaser  shall  be  entitled  to  protect  and  enforce  its  rights,
         including without  limitation the rights arising out of this Agreement,
         and it shall not be necessary  for any other  Purchaser to be joined as
         an additional party in any proceeding for such purpose.

                                      -11






<PAGE>




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





                                      -12-
<PAGE>
                                                                       EXHIBIT B

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

                                SPATIALIGHT, INC.


                                            By:
                                               -------------------------------
                                               Name:
                                               Title:

                     [PURCHASERS' SIGNATURE PAGES TO FOLLOW]




                                      -13-
<PAGE>


                       [PURCHASER'S SIGNATURE PAGE TO RRA]




                                   [PURCHASER]


                                           By: -------------------------------
                                               Name:
                                               Title:

                     [PURCHASERS' SIGNATURE PAGES TO FOLLOW]




                                      -14-
<PAGE>


                       [PURCHASER'S SIGNATURE PAGE TO RRA]

                                  [PURCHASER]


                                            By: ------------------------------
                                                Name:
                                                Title:


                                      -15-
<PAGE>

                                                                         ANNEX A

                              PLAN OF DISTRIBUTION

         The  Selling  Stockholders  and any of their  pledgees,  assignees  and
successors-in-interest  may, from time to time,  sell any or all of their shares
of Common Stock on any stock exchange,  market or trading  facility on which the
shares  are traded or in private  transactions.  These  sales may be at fixed or
negotiated  prices.  The  Selling  Stockholders  may  use any one or more of the
following methods when selling shares:

         o        ordinary brokerage  transactions and transactions in which the
                  broker-dealer solicits purchasers;

         o        block trades in which the  broker-dealer  will attempt to sell
                  the shares as agent but may  position  and resell a portion of
                  the block as principal to facilitate the transaction;

         o        purchases by a  broker-dealer  as principal  and resale by the
                  broker-dealer for its account;

         o        an exchange  distribution  in accordance with the rules of the
                  applicable exchange;

         o        privately negotiated transactions;

         o        settlement of short sales;

         o        broker-dealers may agree with the Selling Stockholders to sell
                  a specified  number of such shares at a  stipulated  price per
                  share;

         o        a combination of any such methods of sale; and

o        any other method permitted pursuant to applicable law.

         The Selling  Stockholders may also sell shares under Rule 144 under the
Securities Act, if available, rather than under this prospectus.

         Broker-dealers  engaged by the  Selling  Stockholders  may  arrange for
other  brokers-dealers  to  participate  in sales.  Broker-dealers  may  receive
commissions or discounts from the Selling Stockholders (or, if any broker-dealer
acts as agent for the purchaser of shares,  from the purchaser) in amounts to be
negotiated.  The  Selling  Stockholders  do not  expect  these  commissions  and
discounts to exceed what is customary in the types of transactions involved.

         The  Selling  Stockholders  may  from  time to time  pledge  or grant a
security  interest  in some or all of the shares of common  stock  owned by them
and,  if they  default in the  performance  of their  secured  obligations,  the
pledgees or secured  parties may offer and sell the shares of common  stock from
time to time under this  prospectus,  or under an amendment  to this  prospectus
under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933


                                      -16-

<PAGE>



amending the list of Selling Stockholders to include the pledgee,  transferee or
other successors in interest as Selling Stockholders under this prospectus.

         The  Selling  Stockholders  and any  broker-dealers  or agents that are
involved  in selling  the shares may be deemed to be  "underwriters"  within the
meaning of the Securities Act in connection with such sales. In such event,  any
commissions  received  by such  broker-dealers  or agents  and any profit on the
resale  of the  shares  purchased  by  them  may be  deemed  to be  underwriting
commissions or discounts under the Securities Act. The Selling Stockholders have
informed  the  Company  that it does not have any  agreement  or  understanding,
directly or indirectly, with any person to distribute the Common Stock.

         The Company is required  to pay all fees and  expenses  incident to the
registration  of the shares.  The Company  has agreed to  indemnify  the Selling
Stockholders against certain losses, claims, damages and liabilities,  including
liabilities under the Securities Act.


                                      -17-