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                                                                   EXHIBIT 10.15

                              EMPLOYMENT AGREEMENT



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


1.      POSITION AND DUTIES:

        1.1    The Company has employed Burney in the positions of Chief
               Executive Officer, Treasurer and Secretary since July 1, 1998. In
               these positions, Burney has and will continue to report to the
               Company's Board of Directors. Burney also agrees to continue to
               serve as Treasurer and Secretary until suitable replacements can
               be found. It is expected that the positions of Treasurer and/or
               Secretary will be re-assigned to new personnel in the near
               future.

        1.2    Burney 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 Chief Executive Officer as well as any other
               duties that may be assigned to Burney from time to time. The
               Company and Burney acknowledge that Burney has an interest in
               Chronomotion Imaging Applications, Inc. ("Chronomotion") and will
               be devoting some of his time to Chronomotion.


2.      COMPENSATION:

        2.1    Base Salary: Burney will be paid an annual salary of $220,000,
               less applicable withholding, in accordance with the Company's
               normal payroll procedures. Burney's salary will be reviewed by
               the Board of Directors (the "Board") on approximately an annual
               basis, and may be subject to increase adjustment based upon
               various factors including, but not limited to Burney's
               performance and the Company's profitability.

        2.2    Signing Bonus: Immediately upon execution of this Agreement, the
               Company shall provide Burney with a signing bonus in the amount
               of Fifteen Thousand Dollars ($15,000.00) (the "Signing Bonus").

        2.3    Performance Bonus Plan: Burney 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



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               effect at the time. Any executive bonus plan shall be at the
               discretion of the compensation committee.

        2.4    Equity Stake: The Board has approved the issuance to Burney of an
               option to purchase a total of 500,000 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 May 8, 1999 and the remaining
               fifty (50) percent of the options vest on May 7, 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 Burney's death all Options shall become fully vested as
               of that date, and ownership shall be held by Burney's
               beneficiary. On December 31, 1999 the Board granted an additional
               500,000 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 Burney.

        2.5    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:



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                      (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.

        2.6    Benefits: Burney 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.

        2.7    Vacation: Burney is granted four (4) weeks of paid vacation
               yearly.

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

        2.9    Relocation Expenses: The Company acknowledges that it has
               reimbursed Burney for the reasonable expenses associated with the
               relocation of his home to the San Francisco Bay Area. These
               relocation expenses included but were not limited to the
               following:

               (i)    the costs associated with packing and moving Burney's
                      personal belongings to the Bay Area;

               (ii)   the non-recurring closing costs associated with each of
                      the sale of Burney's current home in Santa Monica and the
                      purchase of a home in the Bay Area (including real estate
                      commission on the sale of Burney's home in Santa Monica
                      and "points", provided that no payment for "points" were
                      used to reduce Burney's mortgage principal), and

               (iii)  Two house hunting trips for Burney and his spouse
                      including expenses for meals and lodging, not to exceed
                      $1,000.00.


3.      TERMINATION

        3.1    Terms: Burney'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 Burney 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.



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        3.2    Voluntary Termination: In the event Burney voluntarily resigns
               from his employment with the Company, Burney 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
               Burney's employment by the Company for the reasons set forth
               below, Burney shall be entitled to the following:

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

               For the purposes of this Agreement, a termination "for cause"
               occurs if Burney'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;

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

                      (5)     any intentional act by Burney 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 Burney's employment
                      is terminated by the Company for any reason other than
                      cause, Burney shall be entitled to continuation of
                      Burney's salary and all other benefits, including, but not
                      limited to, vesting in all stock options, for nine months
                      following the termination of Burney's employment.


4. TERM OF EMPLOYMENT: Burney'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,



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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 Burney's
employment with the Company, Burney has signed the Company's proprietary
information and assignment of inventions agreement and Burney 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), Burney 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). Burney 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.


7. ATTORNEYS' FEES: The prevailing party shall be entitled to recover from the
losing party it's attorney's fees 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 Burney, Burney 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 Burney and the Company regarding the terms and conditions of Burney's
employment, and supersedes all prior negotiations, representations or agreements
between Burney and the Company regarding Burney's employment, whether written or
oral.



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11. REPRESENTATIONS: Burney 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 Burney 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/ MICHAEL H. BURNEY                  By:  /s/ ROBERT OLINS
   --------------------------------            ---------------------------------
       Michael H. Burney                            Robert Olins, Director

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