<PAGE>

                                                                     Exhibit 4.6

         THE SECURITY EVIDENCED BY THIS WARRANT HAS NOT BEEN REGISTERED
 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED
               OR ASSIGNED, EXCEPT AS EXPLICITLY PROVIDED HEREIN.

             Agreement and Warrant to Purchase 250,000 Common Shares
                                Spatialight, Inc.
                               (October 14, 2002)


This Agreement and Non-Transferrable Warrant (the "Warrant") certifies that, for
value   received,   Spayside   Inc.,   the   registered   holder   hereof   (the
"Warrantholder"),  or a permitted  assign thereof,  is entitled to purchase from
Spatialight,  Inc., a New York  corporation  with its  principal  office at Five
Hamilton Landing,  Suite 100, Novato,  California 94949 (the "Company")  250,000
shares of Common  Stock of the  Company  (the  "Shares")  at or before 5:00 p.m.
Eastern  Standard Time on October 14, 2004,  at the purchase  price per share of
$3.50 (the "Warrant Price"), subject to the following terms and conditions.  The
number of Shares purchasable upon exercise of this Warrant and the Warrant Price
per Share shall be subject to adjustment from time to time as set forth herein.

1.       Consideration for Warrant.


         This Warrant has been issued in  consideration  of consulting  services
         provided  to the  Company  by  Warrantholder,  the  receipt of which is
         hereby acknowledged.

2.       Exercise.

         (a) This Warrant may be  exercised in whole or in part by  presentation
         of this  Warrant  with  the  Purchase  Form  as  attached  hereto  duly
         completed and  executed,  together with payment of the Warrant Price at
         the principal  office of the Company.  Payment of the Warrant Price may
         be  made in  cash,  by wire  transfer,  by  check  or  pursuant  to the
         provisions  of Section  2(b) below.  Upon  surrender of the Warrant and
         payment of such Warrant Price as aforesaid, the Company shall issue and
         cause to be  delivered  with  all  reasonable  dispatch  to or upon the
         written  order of the  Warrantholder  and in such  name or names as the
         Warrantholder  may  designate a  certificate  or  certificates  for the
         number of full Shares so  purchased  upon the  exercise of the Warrant,
         together with Fractional Warrants,  as provided in Section 7 hereof, in
         respect  of  any  fractional   Shares  otherwise   issuable  upon  such
         surrender.  Such  certificate or  certificates  shall be deemed to have
         been issued and any person so  designated  to be named therein shall be
         deemed to have  become a holder of record of such Shares as of the date
         of the  surrender of the Warrant and the payment of the Warrant  Price,
         as aforesaid,  notwithstanding  that the certificates  representing the
         Shares  shall  not  actually  have  been  delivered  or that the  stock
         transfer  books of the Company shall then be closed.  In the event that
         the  Warrant  is  exercised  in  respect of less than all of the Shares
         specified  herein  at any time  prior to the  Termination  Date,  a new
         Warrant  evidencing the remaining Shares will be issued by the Company.
         The Company  shall pay any and all transfer  taxes or similar  charges,
         which may become due upon exercise of the Warrant.


<PAGE>

         (b) Notwithstanding  any provisions herein to the contrary,  so long as
         and to the  extent  that  this  Warrant  may be  exercised,  in lieu of
         exercising the Warrant for cash, the holder may elect to receive shares
         of  Common  Stock  equal to the  value  (as  determined  below) of this
         Warrant (or the portion thereof being  exercised).  The holder may make
         the  election  described  in this  Section  2(b) by  surrendering  this
         Warrant,  delivering  a notice of  election  under this  provision  and
         providing the other documents referenced in Section 2(a), following the
         procedures  set forth in such section.  In such event the Company shall
         issue (i) within  thirty (30) days a new Warrant  substantially  in the
         form hereof  representing  the number of Shares  with  respect to which
         this Warrant  shall not then have been  exercised  and (ii) a number of
         Shares computed using the following formula:

                        Y (A-B)
                   X =  -------
                          A

Where       X  = the number of Shares to be issued,
            Y  = the portion of the Warrant being exercised,
            A  = the fair market  value of one share of Common Stock
                 (at the date of such calculation), and
            B  = the Warrant Price.


                  For  purposes of the above  calculation,  fair market value of
         one  share of Common  Stock  shall be  determined  by the Board in good
         faith;  provided,  however, that where there exists a public market for
         the Company's  Common Stock at the time of such  exercise,  fair market
         value shall mean the average  over the  preceding  ten trading days (or
         such fewer  number of days as such  public  market has  existed) of the
         average  of the high and low prices on the  over-the-counter  market as
         reported by the National  Association of Securities  Dealers  Automated
         Quotation  ("Nasdaq")  system, or if the Common Stock of the Company is
         then  traded on a national  securities  exchange  or the  Nasdaq  Stock
         Market,  the average over the  preceding ten (10) trading days (or such
         fewer  number of days as the  Common  Stock has been so  traded) of the
         closing sale prices on the principal  national  securities  exchange or
         the Nasdaq market on which it is so traded.

3.       Reservation of Shares.

         On or after the date of this Warrant, the Company will reserve from its
         authorized and unissued  shares of Common Stock a sufficient  number of
         shares to provide for the  issuance of Shares upon the exercise of this
         Warrant.  Every  transfer  agent  for  the  securities  of the  company
         issuable  upon  the  exercise  of  the  Warrant  will  be   irrevocably
         authorized  and  directed  at all  times  to  reserve  such  number  of
         authorized  Shares and other  securities as shall be requisite for such
         purpose.  The  Company  will keep a copy of this  Warrant  on file with
         every transfer  agent for the  securities of the Company  issuable upon
         the  exercise of the  Warrant.  The Company  will supply such  transfer
         agent with duly executed stock and other certificates for such purpose.


<PAGE>

4.       Further Obligations of Company.

         4.1.     The Company covenants and agrees that all Shares which may be
                  delivered upon exercise of this Warrant shall, upon delivery,
                  be fully paid and non-assessable, and be free from all taxes,
                  liens and charges with respect to the purchase thereof
                  hereunder, and without limiting the generality of the
                  foregoing, the Company covenants and agrees that it shall from
                  time to time take all such actions as may be necessary to
                  assure that the par value per share of the Common Stock is at
                  all times equal to or less than the then current Warrant Price
                  per share of the Shares issuable pursuant to this Warrant.

         4.2.     If the Warrantholder claims that this Warrant has been
                  mutilated, lost, destroyed or wrongfully taken, the Company
                  shall issue and deliver to the Warrantholder a replacement
                  Warrant provided that the requirements of Section 8-405 of the
                  New York Uniform Commercial Code has been met and, if this
                  Warrant has been mutilated, that it is surrendered to the
                  Company.

5.       Registration.

         The Warrant shall be registered on the books of the Company when issued
         and shall be transferable  only on the books of the Company  maintained
         at  its  principal  office  in  Novato,  California,  or  wherever  its
         principal executive offices may then be located,  upon delivery thereof
         duly endorsed by the  Warrantholder or its duly authorized  attorney or
         representative,  or  accompanied  by  proper  evidence  of  succession,
         assignment  or  authority  to  transfer.  This  Warrant  shall  not  be
         transferable in whole or in part unless the Company  pre-approves  such
         transfer  in  writing,  provided,   however,  that  the  Company  shall
         pre-approve  reasonable  transfers made for estate  planning  purposes.
         Upon any registration or approved  transfer,  the Company shall execute
         and deliver a new Warrant or Warrants to the person or persons entitled
         thereto.  At the  Company's  expense,  the  Warrant  holder  will  have
         unlimited  piggyback  registration  rights  with  respect to the Common
         Stock issuable upon exercise of the warrant.

6.       Adjustment of Warrant Price and Number of Shares.

         6.1.     General. The number of Shares purchasable upon the exercise of
                  the Warrant and the Warrant Price shall be subject to
                  adjustment from time to time upon the happening of certain
                  events, as follows:

                  6.1.1.   In case the Company shall, with regard to its Common
                           Stock (or securities convertible into or exchangeable
                           for Common Stock) (A) pay a dividend in Common Stock
                           or make a distribution in Common Stock, (B) subdivide
                           its outstanding shares of Common Stock into a greater
                           number of shares, (C) combine its outstanding shares
                           of Common Stock into a smaller number of shares, or
                           (D) issue by reclassification of its Common Stock or
                           other securities of the Company, the number of Shares
                           purchasable upon exercise of the Warrant immediately
                           prior thereto shall be adjusted so that the
                           Warrantholder shall be entitled to receive the kind
                           and number of


<PAGE>

                           Shares or other securities of the Company which it
                           would have owned or would have been entitled to
                           receive after the happening of any of the events
                           described above, had the Warrant been exercised
                           immediately prior to the happening of such event or
                           any record date with respect thereto. Any adjustment
                           made pursuant to this subsection shall become
                           effective immediately after the effective date of
                           such event retroactive to the record date, if any,
                           for such event.

                  6.1.2.   No adjustment in the number of Shares purchasable
                           hereunder shall be required unless such adjustment
                           would require an increase or decrease of at least one
                           percent in the aggregate number of Shares then
                           purchasable upon the exercise of the Warrant;
                           provided however, that any adjustments which by
                           reason of this Section 6.1.2 are not required to be
                           made immediately shall be carried forward and taken
                           into account in any subsequent adjustment.

                  6.1.3.   Whenever the number of Shares purchasable upon the
                           exercise of the Warrant is adjusted as herein
                           provided, the Warrant Price payable upon exercise of
                           the Warrant shall be adjusted by multiplying such
                           Warrant Price immediately prior to such adjustment by
                           a fraction, of which the numerator shall be the
                           number of Shares purchasable upon the exercise of the
                           Warrant immediately prior to such adjustment, and of
                           which the denominator shall be the number of shares
                           so purchasable immediately thereafter.

                  6.1.4.   Whenever the number of Shares purchasable upon the
                           exercise of this Warrant or the Warrant Price is
                           adjusted as herein provided, the Company shall cause
                           to be promptly mailed to the Warrantholder in
                           accordance with the provisions of Section 9 hereof,
                           notice of such adjustment or adjustments and a
                           certificate of a firm of independent public
                           accountants selected by the Board of Directors of the
                           Company (who may be the regular accountants employed
                           by the Company) setting forth the number of Shares
                           purchasable upon the exercise of the Warrant and the
                           Warrant Price after such adjustment, a brief
                           statement of the facts requiring such adjustment, and
                           the computation by which such adjustment was made.

                  6.1.5.   For the purpose of this Section 6.1, the term "Common
                           Stock" shall mean (A) the class of shares designated
                           as the Common Stock of the Company at the date of
                           this Warrant, or (B) any other class of shares
                           resulting from successive changes or
                           reclassifications of such Common Stock including
                           changes in a par value, or from par value to no par
                           value, or from no par value to par value. In the
                           event that at any time, as a result of an adjustment
                           made pursuant to this Section 6, the Warrantholder
                           shall become entitled to purchase any shares of the
                           Company other than shares of Common Stock, thereafter
                           the number of such other shares so purchasable upon
                           exercise of the Warrant and the Warrant Price of such
                           shares shall be subject to adjustment from time to
                           time in a manner and on terms as nearly equivalent as
                           practicable to the provisions with respect to the
                           Shares contained in this Section 6.


<PAGE>

         6.2.     No Adjustment of Dividends. Except as provided in Section 6.1,
                  no adjustment in respect of dividends shall be made during the
                  term of the Warrant or upon the exercise of the Warrant.

         6.3.     Preservation of Purchase Rights upon Reorganization,
                  Reclassification, Consolidation, Merger, etc. In case of any
                  capital reorganization or reclassification of the Common Stock
                  of the Company, or in case of any consolidation of the Company
                  with or merger of the Company into another corporation or in
                  case of any sale or conveyance to another person of the
                  property, assets or business of the Company as an entirety or
                  substantially as an entirety, the Company or such successor or
                  purchaser, as the case may be, shall execute with the
                  Warrantholder an agreement that the Warrantholder shall have
                  the right thereafter upon payment of the Warrant Price in
                  effect immediately prior to such action to purchase upon
                  exercise of the Warrant the kind and amount of shares and
                  other securities and property which it would have owned or
                  have been entitled to receive after the happening of such
                  reorganization or reclassification, consolidation, merger,
                  sale or conveyance had the Warrant been exercised immediately
                  prior to such action. In the event of a merger described in
                  Section 368(a)(2)(E) of the Internal Revenue Code of 1986, as
                  amended, in which the Company is the surviving corporation,
                  the right to purchase Shares under the Warrant shall terminate
                  on the date of such merger and thereupon the Warrant shall
                  become null and void but only if the controlling corporation
                  shall agree to substitute for the Warrant its warrant which
                  entitles the holder thereof to purchase upon its exercise the
                  kind and amount of shares and other securities and property
                  which it would have owned or had been entitled to receive has
                  the Warrant been exercised immediately prior to such merger.
                  The adjustments required by this Section 6.3 shall be effected
                  in a manner which shall be as nearly equivalent as may be
                  practicable to the adjustments provided for elsewhere in this
                  Section 6. The provisions of this Section 6.3 shall similarly
                  apply to successive consolidations, mergers, sales or
                  conveyances.

         6.4.     Statement on Warrants; Legends. Irrespective of any
                  adjustments in the Warrant Price or the number or kind of
                  Shares purchasable upon the exercise of the Warrant, the
                  Warrant certificate or certificates theretofore or thereafter
                  issued may continue to express the same price and number and
                  kind of Shares as are stated in this initially issued Warrant.
                  The Company may at any time place legends referencing any
                  applicable securities law restrictions on certificates
                  representing the Shares. Holder shall, at the request of the
                  Company, promptly present to the Company any and all
                  certificates representing the Shares in order to carry out the
                  provisions of this Section.


<PAGE>

7.       Fractional Shares.

         The Company  shall not be required  to issue  fractional  Shares on the
         exercise of the Warrant.  If any fraction of a Share would,  except for
         the  provisions  of this  Section 7, be issuable on the exercise of the
         Warrant (or specified portion thereof),  the Company shall issue to the
         Warrantholder  a  fractional  Warrant  entitling  Warrantholder,   upon
         surrender with other fractional  Warrants  aggregating one or more full
         Shares,  to purchase such full Shares.  If  fractional  Warrants do not
         aggregate  a full Share,  their  value  (over and above their  exercise
         price)  shall be paid in full in cash upon  exercise to the  exercising
         Warrantholder.

8.       No Rights as Shareholder; Notices to Warrantholder.

         Nothing contained in this Warrant shall be construed as conferring upon
         the  Warrantholder  or its transferees any rights as shareholder of the
         Company,  including the right to vote, receive dividends, or consent as
         a  shareholder  in  respect  of any  meeting  of  shareholders  for the
         election of directors of the Company or any other matter.  However, the
         Company   shall  be   required   to  give  notice  in  writing  to  the
         Warrantholder  of any  meeting of  shareholders  of the  Company or any
         proposed consent of the shareholders as provided in Section 9 hereof at
         least  twenty (20) days prior to the date fixed as a record date or the
         date  of  closing  the  transfer  books  for the  determination  of the
         shareholders   entitled  to  any   relevant   dividend,   distribution,
         subscription  rights  or  other  rights  or for  the  determination  of
         shareholders  entitled  to vote at any such  meeting or as to which any
         consent is requested. Such notice shall specify such record date or the
         date of closing the transfer books, as the case may be.

9.       Notices.

         Any  notice  pursuant  to  this  Warrant  by  the  Company  or  by  the
         Warrantholder shall be in writing and shall be deemed to have been duly
         given if  delivered  by hand or if mailed  by  certified  mail,  return
         receipt requested, postage prepaid, addressed as follows:

         9.1. If to the Warrantholder -- addressed to:

                  Spayside Inc.
                  C/O Kammerman & Soniker
                  655 3rd Avenue, 8th Floor
                  New York, NY 10017

         9.2. If to the Company -- addressed to:

                  Spatialight, Inc.
                  Five Hamilton Landing, Suite 100
                  Novato, California 94949


<PAGE>

or to such other  address as any such party may designate by notice to the other
party.  Notices shall be deemed given at the time they are delivered  personally
or three days after they are mailed in the manner set forth above.

10.      Successors.

         All the covenants and  provisions of this Warrant by or for the benefit
         of the Company or the Warrantholder shall bind and inure to the benefit
         of their respective successors and assigns hereunder.

11.      Merger or Consolidation of the Company.

         The  Company  will not  merge  or  consolidate  with or into any  other
         corporation or sell all or substantially all of its property to another
         person, unless the provisions of Section 6.3 are complied with.

12.      Applicable Law.
         This  Warrant  shall be deemed to be a contract  made under the laws of
         the State of New  York,  and for all  purposes  shall be  construed  in
         accordance with the laws of said State applicable to contracts made and
         to  be  performed  entirely  within  such  State,   without  regard  to
         principles of conflicts of law.

13.      Counterparts.

         This  Warrant may be executed in  counterparts,  each of which shall be
         deemed an original,  but all of which together shall constitute one and
         the same instrument.

14.      Further Assurances.

         From time to time after the Closing, the Company shall promptly execute
         and  deliver  to  each   Warrantholder   such  further  agreements  and
         assurances as the Warrantholder may reasonably request in order to vest
         and  confirm   ownership   of  the  Shares  and  the  Warrants  in  the
         Warrantholder  and to effectuate the purposes,  terms and conditions of
         this  Agreement.  Each party  hereto may  evidence  its  execution  and
         delivery hereof by facsimile  delivery of an original signature page at
         or prior to closing,  which facsimile shall be deemed to be an original
         for all purposes.

15.      Headings.

         The headings in this Warrant are for reference  purposes only and shall
         not affect in any way the meaning or interpretation of this Warrant.

16.      Indemnification.

         The Company shall indemnify and hold each Consultant  harmless from and
         against  any loss,  damage or  expense  which may  result  from (i) the
         inaccuracy  or falsity of any  representation  or  warranty  of Company
         hereunder,  or (ii) the  failure of Company  to fulfill  its  covenants
         hereunder.


<PAGE>

17.      Warrantholder Representation.

         The Warrantholder  represents that (a) this Warrant is acquired for the
         Warrantholder's  own  account  and not  with a view  to or for  sale in
         connection   with  any   distribution   of  the  Warrant  and  (b)  the
         Warrantholder  is an  "accredited  investor" as defined in Regulation D
         promulgated under the Act.




<PAGE>




         IN WITNESS WHEREOF,  the Company has caused this Warrant to be executed
by its duly authorized officers and the corporate seal hereunto fixed.


(corporate seal)                               SPATIALIGHT, INC.

Attest:

                                               By:______________________________
----------------------------                      Robert A. Olins
                                                  Acting Chief Executive Officer

Holder  represents that Holder is familiar with the terms and provisions of this
Warrant Agreement and hereby accepts the Warrant subject to all of the terms and
provisions thereof.


Date:                                          By:
       ------------------------                   ------------------------------
                                                  Brian Shatz
                                                  Spayside Inc.



<PAGE>



                                  Attachment I

                                  PURCHASE FORM
TO. Spatialight, Inc.

1. The  undersigned  hereby  elects to purchase  ________________  shares of the
Common  Stock of  Spatialight,  Inc.,  pursuant  to the  terms  of the  attached
Warrant,  and tenders herewith  payment of the purchase price in full,  together
with all applicable transfer taxes, if any.

2. Please issue a certificate or certificates representing said shares of Common
Stock in the  name of the  undersigned  or in such  other  name as is  specified
below.

----------------------------------
(Name)


----------------------------------
(Address)



----------------------------------
(Name of Warrant Holder)

----------------------------------
(Date)

By:_______________________________


Title:_____________________________
(Name of purchaser, and title and
signature of authorized person)



<PAGE>



                                  Attachment 2

                       INVESTMENT REPRESENTATION STATEMENT

Shares of the Common Stock of
Spatialight, Inc.

In connection with the purchase of the above-listed securities, the undersigned
hereby represents to Spatialight, Inc. (the "Company") as follows

(a) The shares of Common Stock and other securities, if any, to be received upon
the exercise of the Warrant (the  "Securities")  will be acquired for investment
for its own account,  not as a nominee or agent, and not with a view to the sale
or  distribution  of any  part  thereof,  and  the  undersigned  has no  present
intention of selling,  granting  participation in or otherwise  distributing the
same, but subject,  nevertheless, to any requirement of law that the disposition
of its  property  shall at all times be within its control.  By  executing  this
Statement,  the  undersigned  further  represents  that it  does  not  have  any
contract,  undertaking,  agreement  or  arrangement  with  any  person  to sell,
transfer,  or grant  participations to such person or to any third person,  with
respect to any Securities issuable upon exercise of this warrant.

(b) The undersigned  understands  that the Securities  issuable upon exercise of
the Warrant at the time of issuance may not be registered  under the  Securities
Act of 1933, as amended (the "Act"),  and applicable  state  securities laws, on
the ground that the issuance of such  securities  is exempt  pursuant to Section
4(2) of the Act and state law  exemptions  relating  to offers  and sales not by
means of a public offering,  and that the Company's  reliance on such exemptions
is predicated on the undersigned's representations set forth herein.

(c) The  undersigned  agrees that in no event will it make a disposition  of any
Securities  acquired upon the exercise of the Warrant  unless and until it shall
have  furnished  the  Company  with an opinion of  counsel  satisfactory  to the
Company  and  Company's  counsel  to the  effect  that  (A)  appropriate  action
necessary for compliance with the Act and any applicable  state  securities laws
has been taken or an exemption from the registration requirements of the Act and
such laws is available,  and (B) that the proposed transfer will not violate any
of said laws

(d) The  undersigned  acknowledges  that an  investment in the Company is highly
speculative  and  represents  that  it  is  able  to  fend  for  itself  in  the
transactions  contemplated by this Statement,  has such knowledge and experience
in financial and business  matters as to be capable of evaluating the merits and
risks  of its  investments,  and has the  ability  to bear  the  economic  risks
(including  the  risk  of a  total  loss)  of its  investment.  The  undersigned
represents  that it has had the  opportunity  to ask  questions  of the  Company
concerning  the  Company's  business  and assets  and to obtain  any  additional
information  which it  considered  necessary  to verify  the  accuracy  of or to
amplify the Company's  disclosures,  and has had all  questions  which have been
asked by it satisfactorily answered by the Company.


<PAGE>

(e) The undersigned  acknowledges that the Securities issuable upon exercise of
the Warrant must be held indefinitely unless  subsequently  registered under the
Act or an exemption  from such  registration  is available.  The  undersigned is
aware of the  provisions  of Rule 144  promulgated  under the Act  which  permit
limited  resale  of  shares  purchased  in a private  placement  subject  to the
satisfaction of certain conditions, including, among other things, the existence
of a public market for the shares,  the  availability  of certain current public
information about the Company, the resale occurring not less than one year after
a party has  purchased  and paid for the  security  to be sold,  the sale  being
through a  "broker's  transaction"  or in  transactions  directly  with  "market
makers" (as  provided by Rule 144(f)) and the number of shares being sold during
any three-month period not exceeding specified limitations.


Dated: ___________________


-------------------------
(Signature)

-------------------------
(Typed or Printed Name)

-------------------------
(Title)

<PAGE>


                                  Attachment 3

                           NOTICE OF CASHLESS EXERCISE

TO. Spatialight, Inc.

1. The  undersigned  hereby  elects to  acquire  ________________  shares of the
Common  Stock of  Spatialight,  Inc.,  pursuant  to the  terms  of the  attached
Warrant, by conversion of ___________ percent (___%) of the Warrant.

2. Please issue a certificate or certificates representing said shares of Common
Stock in the  name of the  undersigned  or in such  other  name as is  specified
below.

----------------------------------
(Name)

----------------------------------
(Address)



----------------------------------
(Name of Warrant Holder)

----------------------------------
(Date)

By:_______________________________


Title:_____________________________
(Name of purchaser, and title and
signature of authorized person)