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                                                                   EXHIBIT 10.17

                              EMPLOYMENT AGREEMENT



        This Employment Agreement is made and entered into by and between
SpatiaLight, Inc. a New York Corporation (the "Company") and Miles L. Scott
("Scott") as of December 31, 1999 (the "Effective Date").


1.      POSITION AND DUTIES:

        1.1    The Company has employed Scott in the position of Vice President
               Manufacturing/Engineering since October 15, 1998. In this
               position, Scott has and will continue to report to the Company's
               President.

        1.2    Scott agrees to devote his time, energy and skill to his duties
               at the Company. These duties shall be commensurate and consistent
               with that of the Vice President Manufacturing/Engineering as well
               as any other duties that may be assigned to Scott from time to
               time. The Company and Scott acknowledge that Scott will be
               devoting some of his time to Chronomotion Imaging Applications,
               Inc. ("Chronomotion").

2.      COMPENSATION:

        2.1    Base Salary: Scott will be paid an annual salary of $175,000,
               less applicable withholding, in accordance with the Company's
               normal payroll procedures. Scott's salary will be reviewed by the
               Board of Directors (the "Board") on approximately an annual
               basis, and is subject to an increase adjustment based upon
               various factors including, but not limited to Scott's performance
               and the Company's profitability.


        2.2    Performance Bonus Plan: Scott will be eligible to participate in
               the Company's performance bonus plan (the "Bonus Plan"), and this
               bonus will be governed by the terms of the Company's standard
               Bonus Plan in effect at the time. Any executive bonus plan shall
               be at the discretion of the compensation committee.

        2.3    Equity Stake: The Board has approved the issuance to Scott of an
               option to purchase a total of 125,000 shares of the Company's
               common stock (the "Options") in accordance with Company's Stock
               Option Plan (the "Plan"). The Plan provides that fifty (50)
               percent of the options vest on November 6, 1999 and the remaining
               fifty (50) percent of the options vest on



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               November 5, 2000. Upon the execution of this Agreement the
               Options shall be amended to provide that in the event of a Change
               of Control of the Company, all of the options issued pursuant to
               the Options shall become fully vested as of the date of the
               Change of Control. In the event of Scott's death all Options
               shall become fully vested as of that date, and ownership shall be
               held by Scott's beneficiary. On December 31, 1999 the Board
               granted an additional 125,000 options which will vest over a
               3-year period based upon performance milestones set and agreed
               upon by the Compensation Committee of the Board and Scott.

        2.4    Additional Provisions. The Options shall be amended to contain,
               the following additional provisions: (i) in the event of a Change
               of Control (as defined below) of the Company, all of the unvested
               shares shall become vested immediately prior to the Change in
               Control. For purposes of this Agreement, a "Change of Control"
               shall mean an "Ownership Change Event" (as defined below) or a
               series of related Ownership Change Events (collectively, the
               "Transaction") wherein the stockholders of the Company
               immediately before the Transaction do not retain immediately
               after the Transaction direct or indirect beneficial ownership of
               more than fifty percent (50%) of the total combined voting power
               of the outstanding voting stock of the Company or the corporation
               or corporations to which the assets of the Company were
               transferred (the "Transferee Corporation(s)"), as the case may
               be. For purposes of the preceding sentence, indirect beneficial
               ownership shall include, without limitation, an interest
               resulting from ownership of the voting stock of one or more
               corporations which, as a result of the Transaction, own the
               Company or the Transferee Corporation(s), as the case may be,
               either directly or through one or more subsidiary corporations.
               The Board shall have the right to determine whether multiple
               sales or exchanges of the voting stock of the Company or multiple
               Ownership Change Events are related, and its determination shall
               be final, binding and conclusive.

               For purpose of this Agreement, an "Ownership Change Event" shall
               be deemed to have occurred if any of the following occurs with
               respect to the Company:

                      (a) The direct, indirect sale, exchange, merger or
               consolidation in a single or series of related transactions by
               the stockholders of the Company of more than fifty percent (50%)
               of the voting stock of the Company;

                      (b) The sale, exchange, or transfer of all or
               substantially all of the assets of the Company; or

                      (c)    A liquidation or dissolution of the Company.



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        2.5    Benefits: Scott will be entitled to participate in all of the
               Company's benefit plans, as those plans may change from time to
               time, on the same terms as all other employees of the Company.

        2.6    Vacation: Scott is granted four (4) weeks of paid vacation
               yearly.

        2.7    Life Insurance: The Company will obtain insurance for Scott in
               the amount of three (3) times his annual salary with proceeds
               going to his beneficiary in the event of his death.

        2.8    Relocation Expenses: The Company shall reimburse Scott for the
               reasonable expenses associated with the relocation of his home to
               the San Francisco Bay Area. To the extent practicable, the
               Company will directly pay the individuals or companies providing
               the services described herein. These relocation expenses shall be
               limited to 25% of annual salary.

3.      TERMINATION

        3.1    Terms: Scott's employment with the Company pursuant to this
               Agreement is subject to the provisions regarding termination set
               forth in Sections 3.2 and 3.3 and may be terminated by Scott or
               the Company at any time. In the event that either party elects to
               terminate this Agreement benefits shall be provided as set forth
               in Sections 3.2 and 3.3.

        3.2    Voluntary Termination: In the event Scott voluntarily resigns
               from his employment with the Company, Scott shall be entitled to
               no compensation or benefits from the Company other than those
               earned under paragraph 2 above, through the date of this
               termination.

        3.3    Involuntary Termination: In the event of the termination of
               Scott's employment by the Company for the reasons set forth
               below, Scott shall be entitled to the following:

               a.     Termination for Cause: If Scott's employment is terminated
                      by the Company for cause as defined below, Scott shall be
                      entitled to no compensation or benefits from the Company
                      other than those earned under paragraph 2, through the
                      date of Scott's termination.

               For the purposes of this Agreement, a termination "for cause"
               occurs if Scott's' employment is terminated for any of the
               following reasons:

                      (1)     theft, dishonesty, or falsification of any
                              employment or Company records;

                      (2)     conviction of a felony or any act involving
                              moral turpitude;

                      (3)     consistent poor performance, as determined by
                              the Board;



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                      (4)     improper disclosure of the Company's
                              confidential or proprietary information;

                      (5)     any intentional act by Scott that has a material
                              detrimental effect on the Company's reputation
                              or business;

                      (6)     Any material breach of this Agreement, which
                              breach, if curable, is not cured within thirty
                              (30) days following written notice of such
                              breach from the Company.

               b.     Termination for Other Than Cause: If Scott's employment is
                      terminated by the Company for any reason other than cause,
                      Scott shall be entitled to continuation of Scott's salary
                      and all other benefits, including, but not limited to,
                      vesting in all stock options, for nine-months following
                      the termination of Scott's employment.


4. TERM OF EMPLOYMENT: Scott's employment by the Company as set forth herein
shall commence on the date of this agreement and shall continue thereafter for a
period of 1 year unless and otherwise terminated pursuant to provisions of
Section 3 above. Notwithstanding the foregoing, the term shall be automatically
renewed upon the same terms and conditions contained herein, for consecutive
periods of one year each upon expiration of the immediately preceding term
unless and until either party elects not to so renew this agreement by
delivering written notice to the other party not less than 30 days prior to the
end of the term. In the event of a "Change of Control" of the Company, outlined
in Sections 2.4 and 2.5, the terms of this Employment Agreement shall remain in
effect.


5. CONFIDENTIAL AND PROPRIETARY INFORMATION: As a condition of Scott's
employment with the Company, Scott has signed the Company's proprietary
information and assignment of inventions agreement and Scott has and agrees to
continue to comply with the terms of that agreement.


6. DISPUTE RESOLUTION: In the event of any dispute or claim relating to or
arising out of this Agreement (including, but not limited to, any claims of
breach of contract, wrongful termination or age, sex, race or other
discrimination), Scott and the Company agree that all such disputes shall be
fully and finally resolved by binding arbitration conducted by the American
Arbitration Association in San Francisco, California in accordance with its
National Employment Dispute Resolution rules, as those rules are currently in
effect (and not as they may be modified in the future). Scott acknowledges by
accepting this arbitration provision he is waiving any right to a jury trial in
the event of such a dispute. Provided, however, that this arbitration provision
shall not apply to any disputes or claims relating to or arising out of the
misuse or misappropriation of trade secrets or proprietary information.



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7. ATTORNEYS' FEES: The prevailing party shall be entitled to recover from the
losing party it's attorney's frees and costs incurred in any action brought to
enforce any right arising out of this Agreement.


8. INTERPRETATION: This Agreement shall be interpreted in accordance with and
governed by the laws of the State of California.


9. ASSIGNMENTS: In view of the personal nature of the services to be performed
Under this Agreement by Scott, Scott shall not have the right to assign or
transfer any of his obligations under this Agreement.


10. ENTIRE AGREEMENT: This Agreement, along with any agreements referred to in
paragraph 2, relating to stock options, and paragraph 5, relating to proprietary
information and assignment of inventions, sets forth the entire agreement
between Scott and the Company regarding the terms and conditions of Scott's
employment, and supersedes all prior negotiations, representations or agreements
between Scott and the Company regarding Scott's employment, whether written or
oral.

11. REPRESENTATIONS: Scott acknowledges that he is not relying, and has not
relied, on any promise, representation or statement made by or on behalf of the
Company that is not set forth in this Agreement.


12. MODIFICATION: This Agreement may only be modified or amended by a
supplemental written agreement signed by Scott and an authorized member of the
Board.


        IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date and year written below.


                                            SPATIALIGHT, INC.


By: /s/ MILES L. SCOTT                      By: /s/ ROBERT OLINS
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       Miles L. Scott                              Robert Olins, Director


                                            By: /s/ STEVEN TRIPP
                                               ---------------------------------
                                                   Steven Tripp, Director