Exhibit 10.12

November 30, 2004


SpatiaLight, Inc.
Five Hamilton Landing, Suite 100
Novato, CA 94949
Attention: Robert A. Olins

Portside Growth & Opportunity Fund
c/o Ramius Capital Group, L.L.C.
666 Third Avenue, 26th Floor
New York, New York  10017
Attention:  Jeffrey Smith; Nancy Wu

Smithfield Fiduciary LLC
c/o Highbridge Capital Management, LLC
9 West 57th Street, 27th Floor
New York, New York 10019
Attention: Ari J. Storch; Adam J. Chill

Bluegrass Growth Fund, L.P.
c/o Bluegrass Growth Fund Partners LLC
122 East 42nd Street, Suite 2606
New York, New York 10168
Attention:  Brian Shatz

Bluegrass Growth Fund, Ltd.
c/o Bluegrass Growth Fund Partners LLC
122 East 42nd Street, Suite 2606
New York, New York 10168
Attention:  Brian Shatz

Ladies and Gentlemen:

RE:   FINANCING COMMITMENT

            This letter  agreement  (the  "LETTER")  confirms  that Robert Olins
("OLINS"),   and  Greenpark   Limited   ("GREENPARK"   and  together  with,  the
"INVESTORS"),  hereby,  jointly and  severally  commit to provide  financing  to
SpatiaLight,  Inc. (the  "COMPANY") in an amount up to $6,000,000 as needed from
time to time in the  reasonable  discretion  of the  board of  directors  of the
Company; provided, that Olins shall not participate in any such determination of
the  board of the  Company,  unless  required  to do so by law.  The  terms  and
conditions of such financing,  including without  limitation  pricing,  shall be
negotiated in a good faith arm's length  transaction by and between the Investor
or Investors and the Company;  provided,  that the board of directors shall make
decisions  on behalf of the  Company  in its  reasonable  discretion;  provided,
further, that Olins shall not participate in any such decisions, unless required
to do so by law. Such  financing  shall be by the issuance by the Company of its
equity  securities  (including  options,  warrants or other  similar  derivative
securities  convertible  or  exercisable  into  equity  of the  Company)  or any
convertible  or  nonconvertible   debt  securities  that  constitute
Permitted Indebtedness.  Capitalized terms used herein and not otherwise defined
herein shall have the meanings set forth in the  Securities  Purchase  Agreement
(the "SPA") by and among the Company and the investors listed in the Schedule of
Buyers attached thereto, dated November 30, 2004.

<PAGE>

            The foregoing  commitment to provide  financing to the Company in an
amount up to $6,000,000 shall be reduced by the amount of any cash raised by the
Company  from and after the date  hereof from the sale or exercise of its equity
securities  (including  any  options,   warrants  or  other  similar  derivative
securities)  or  any   convertible  or   nonconvertible   debt  securities  that
constitutes Permitted Indebtedness.

            Each of Greenpark and Argyle hereby represents and warrants that:

            (a) it has the requisite power and authority to execute, deliver and
perform its obligations under this Letter;

            (b) the execution  and delivery of this Letter and the  consummation
of the transactions contemplated herein have been duly authorized; and

            (c) the execution, delivery and performance of this Letter by it and
the consummation by it of the transactions  contemplated herein, do not and will
not  result  in  a  violation   of,  or  constitute  a  default  under  (i)  its
organizational or constituent documents, (ii) any other agreement,  note, lease,
mortgage,  deed or  other  instrument  to  which it is a party or by which it is
bound or affected or (iii) any applicable law, rule or regulation.

            Olins hereby  represents and warrants that the  execution,  delivery
and  performance  of this Letter by Olins and the  consummation  by Olins of the
transactions  contemplated herein, do not and will not result in a violation of,
or constitute a default under (i) any other agreement,  note,  lease,  mortgage,
deed or other instrument to which Olins is a party or by which Olins is bound or
affected or (ii) any applicable law, rule or regulation.

            The  Investors  hereby agree and  acknowledge  that this Letter is a
valid and binding  contractual  obligation  of the Investors and that the Buyers
may rely on this letter with respect to the Investor.

            Notwithstanding  the  foregoing,  the  Company  may  not  issue  any
securities pursuant to the terms hereof in violation of any of the provisions of
the Transaction Documents.

            This Letter may not be amended or waived  except by an instrument in
writing signed by you and the Buyers.  This Letter may be executed in any number
of  counterparts,  each of which shall be an  original,  and all of which,  when
taken  together,  shall  constitute  one  agreement.  Delivery  of  an  executed
signature page of this Letter via facsimile  transmission  shall be effective as
delivery of a manually executed counterpart hereof.


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<PAGE>

            This  Letter  agreement  shall be  governed  by,  and  construed  in
accordance  with,  the internal  laws of the State of New York,  without  giving
effect to any choice of law or conflict of law provision or rule (whether of the
State of New York or any other  jurisdictions)  that would cause the application
of the laws of any jurisdictions other than the State of New York.

                                     Very truly yours,

                                     ROBERT OLINS

                                     By: /s/ Robert A. Olins
                                         -----------------------------------
                                         Name:  Robert A. Olins
                                         Title: Chief Executive Officer

                                     GREENPARK LIMITED

                                     By: /s/ Shaun F. Cairns
                                          --------------------------------------
                                          Name:  Shaun F. Cairns
                                          Title: Secretary

WE HEREBY ACKNOWLEDGE RECEIPT OF THIS LETTER AND THAT WE SHALL NOT WAIVE OR FAIL
TO ENFORCE ANY PROVISION HEREOF.

SPATIALIGHT, INC.

By: /s/ Robert A. Olins
    --------------------------------------
    Name:  Robert A. Olins
    Title: Chief Executive Officer

PORTSIDE GROWTH & OPPORTUNITY FUND

By: /s/ Jeffrey Smith
    --------------------------------------
    Name:  Jeffrey Smith
    Title: Authorized Signatory

SMITHFIELD FIDUCIARY LLC

By: /s/ Adam J. Chill
    --------------------------------------
    Name:  Adam J. Chill
    Title: Authorized Signatory


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<PAGE>

BLUEGRASS GROWTH FUND, LP

By:  BLUEGRASS GROWTH FUND
     PARTNERS LLC,
     its General Partner

By: /s/ Brian Shatz
     ------------------------------------
     Name:  Brian Shatz
     Title: Managing Member

BLUEGRASS GROWTH FUND, LTD

By: /s/ Brian Shatz
     ------------------------------------
     Name:  Brian Shatz
     Title: Director


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