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                                                                 Exhibit 10.1
                               PURCHASE AGREEMENT



         This purchase  agreement (this "AGREEMENT") is dated as of December __,
2003, by and between [PURCHASER], (the "PURCHASER") and SpatiaLight, Inc., a New
York corporation (the "COMPANY"), whereby the parties agree as follows:

1.       OFFERING.

         a)       The Company has  authorized  the sale and issuance of up to an
                  aggregate  value  of  $5,000,000  of its  Common  Shares  (the
                  "Shares"),  to one or more  purchasers (the  "OFFERING").  The
                  Offering has been  registered with the Securities and Exchange
                  Commission  ("SEC")  under  the  Securities  Act of  1933,  as
                  amended  (the  "SECURITIES  ACT"),  pursuant to the  Company's
                  Registration Statement on Form S-3 (No. 333-110754), which was
                  declared  effective by the SEC on December 3, 2003, and to the
                  Company's knowledge has remained effective since such date and
                  is   effective   on  the  date   hereof   (the   "REGISTRATION
                  STATEMENT").

         b)       The Company and the  Purchaser  agree that, at the Closing (as
                  defined in Section 2), the  Purchaser  will  purchase from the
                  Company and the Company  will issue and sell to the  Purchaser
                  the number of Shares set forth on the  signature  page of this
                  Agreement for a purchase price set forth on the signature page
                  of this Agreement (the "PURCHASE PRICE") pursuant to the terms
                  and conditions set forth herein. Certificates representing the
                  Shares  purchased by the Purchaser may not be delivered to the
                  Purchaser;  instead, such Shares, if not physically delivered,
                  will be credited to the Purchaser using  customary  book-entry
                  procedures.

         c)       The  Company  may enter into  agreements  with  certain  other
                  purchasers   (the   "OTHER   PURCHASERS"),   with   terms  and
                  conditions,  including  but not limited to purchase  price and
                  quantity  of  Shares,  which may be  different  from those set
                  forth  herein.  (The  Purchaser and the Other  Purchasers  are
                  hereinafter   sometimes   collectively   referred  to  as  the
                  "Purchasers"   and  this  Agreement  and  the  stock  purchase
                  agreements  executed by the Other  Purchasers are  hereinafter
                  sometimes   collectively   referred   to  as   the   "PURCHASE
                  AGREEMENTS").  The  Company  may  accept  or  reject  Purchase
                  Agreements in its sole discretion.

         d)       Pursuant to Rule 424(b)(2) of the Securities  Act, the Company
                  agrees to file with the SEC a prospectus  supplement in a form
                  similar to EXHIBIT A hereto  regarding  the sale of the Shares
                  to Purchaser (the "PROSPECTUS  SUPPLEMENT") after consummation
                  of the sale of the Shares contemplated by this Agreement.

2.       DELIVERY OF THE SHARES AT CLOSING.


         a)       The  completion  of the  purchase  and sale of the Shares (the
                  "CLOSING")  shall  occur on December  __,  2003 (the  "CLOSING
                  DATE").  At the Closing,  the  Purchaser  shall deliver to the
                  Company a certified or official bank check or wire transfer of
                  funds in the full amount of the purchase  price for the Shares
                  being  purchased  hereunder as set forth on the signature page
                  hereto, and the Company shall deliver to the Purchaser, at the
                  sole   discretion  of  the  Purchaser,   physically  or  using
                  customary book-entry  procedures (such as the Depository Trust
                  Company's  Deposit  Withdrawal Agent Commission  system),  the
                  number of Shares, set forth on the signature page hereto.


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         b)       The  Company's  obligation to issue and sell the Shares to the
                  Purchaser  shall  be  conditioned  upon  the  accuracy  of the
                  representations  and warranties  made by the Purchaser and the
                  fulfillment  of  those  undertakings  of the  Purchaser  to be
                  fulfilled prior to the Closing.


3. COMPANY  REPRESENTATIONS  AND WARRANTIES.  The Company hereby  represents and
warrants  that:  (a) it has full right,  power and  authority to enter into this
Agreement and to perform all of its  obligations  hereunder;  (b) this Agreement
has been duly  authorized  and executed by and  constitutes  a valid and binding
agreement of the Company  enforceable  in accordance  with its terms,  except as
enforceability   may  be   limited   by   applicable   bankruptcy,   insolvency,
reorganization,  moratorium or similar laws affecting creditors' and contracting
parties' rights generally and except as enforceability may be subject to general
principles of equity (regardless of whether such enforceability is considered in
a  proceeding  in equity or at law);  (c) the  execution  and  delivery  of this
Agreement and the  consummation of the transactions  contemplated  hereby do not
conflict with or result in a material  breach of (i) the  Company's  Amended and
Restated  Certificate  of  Incorporation  or by-laws,  as  amended,  or (ii) any
agreement  to which the  Company is a party or by which any of its  property  or
assets is bound;  and (d) upon receipt of the Purchase Price, the Shares will be
duly and validly issued,  fully paid and non-assessable,  and the Purchaser will
be entitled to all rights accorded to a holder of the Company's Common Shares.


4.       PURCHASER REPRESENTATIONS AND WARRANTIES.

         a)       The Purchaser  represents  and warrants that (a) it has had no
                  position,  office or other  material  relationship  within the
                  past three years with the Company or persons known to it to be
                  affiliates  of the  Company,  and  (b) it  has  no  direct  or
                  indirect affiliation or association with any NASD member as of
                  the date hereof.


         b)       The Purchaser  hereby confirms  receipt of the base prospectus
                  included  in the  Registration  Statement  and the  Prospectus
                  Supplement   (together,   the  "PROSPECTUS").   The  Purchaser
                  confirms  that it had full  access to the  Prospectus  and was
                  fully able to read, review, download and print it.


         c)       The  Purchaser   further   represents  and  warrants  to,  and
                  covenants  with,  the Company that (i) the  Purchaser has full
                  right,  power,  authority  and  capacity  to enter  into  this
                  Agreement  and to  consummate  the  transactions  contemplated
                  hereby and has taken all  necessary  action to  authorize  the
                  execution,  delivery and  performance of this  Agreement,  and
                  (ii) this Purchase  Agreement  constitutes a valid and binding
                  obligation of the Purchaser  enforceable against the Purchaser
                  in accordance with its terms,  except as enforceability may be
                  limited by applicable bankruptcy, insolvency,  reorganization,
                  moratorium   or  similar   laws   affecting   creditors'   and
                  contracting   parties'   rights   generally   and   except  as
                  enforceability  may be subject to general principles of equity
                  (regardless of whether such  enforceability is considered in a
                  proceeding in equity or at law).

         d)       The Purchaser understands that nothing in the Prospectus, this
                  Agreement or any other materials presented to the Purchaser in
                  connection   with  the   purchase   and  sale  of  the  Shares
                  constitutes legal, tax or investment advice. The Purchaser has
                  consulted such legal,  tax and  investment  advisors as it, in
                  its sole  discretion,  has deemed  necessary or appropriate in
                  connection with its purchase of Shares.



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5. NOTICE. All communications hereunder, except as may be otherwise specifically
provided herein,  shall be in writing and shall be mailed, hand delivered,  sent
by a recognized  overnight courier service such as Federal Express,  or sent via
facsimile and  confirmed by letter,  to the party to whom it is addressed at the
following  addresses or such other address as such party may advise the other in
writing:


         To the Company:            as set forth on the signature page hereto.

         To the Purchaser:          as set forth on the signature page hereto.

         All notices  hereunder  shall be effective upon receipt by the party to
which it is addressed.


6.  JURISDICTION.  This  Agreement  shall  be  governed  by and  interpreted  in
accordance  with the laws of the State of New York, as if fully performed in New
York, without giving effect to the principles of conflicts of law thereof.  Each
of the  parties  consents to the  exclusive  jurisdiction  of the United  States
district  court of the Southern  District of New York or the state courts of the
State of New York sitting in the City of New York in connection with any dispute
arising under this Agreement, and hereby waives, to the maximum extent permitted
by law, any objection based on forum non conveniens. To the extent determined by
such  court,  the  prevailing  party  shall  reimburse  the other  party for any
reasonable  costs,  legal fees and  disbursements  incurred  in  enforcement  or
protection of any of its rights under this Agreement.


7.       MISCELLANEOUS.


         a)       This   Agreement   (and  the  Prospectus  and  any  prospectus
                  supplement) constitutes the entire understanding and agreement
                  between the  parties  with  respect to its subject  matter and
                  there are no agreements or understandings  with respect to the
                  subject   matter  hereof  which  are  not  contained  in  this
                  Agreement.


         b)       This Agreement may be executed in any number of  counterparts,
                  all of which taken together shall  constitute one and the same
                  instrument and shall become effective when  counterparts  have
                  been signed by each party and  delivered to the other  parties
                  hereto, it being understood that all parties need not sign the
                  same  counterpart.  Execution  may  be  made  by  delivery  by
                  facsimile.

         c)       This Agreement may not be modified or amended except  pursuant
                  to an  instrument  in writing  signed by the  Company  and the
                  Purchaser.

         d)       The headings of the various  sections of this  Agreement  have
                  been inserted for  convenience or reference only and shall not
                  be deemed to be part of this Agreement.

         e)       In case any provision  contained in this  Agreement  should be
                  invalid,   illegal  or  unenforceable  in  any  respect,   the
                  validity,   legality  and   enforceability  of  the  remaining
                  provisions  contained  herein shall not in any way be affected
                  or impaired thereby.

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

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         If the foregoing  correctly  sets forth our  agreement,  please confirm
this by signing and returning to us the duplicate copy of this letter.

                 AGREED AND ACCEPTED:

                 SPATIALIGHT, INC.


                 By:____________________________________
                         Name:
                         Title:

                 ADDRESS FOR NOTICE:


                 AGREED AND ACCEPTED:

                 PURCHASER:

                 [PURCHASER]


                 By:_________________________
                          Name:
                          Title:


                 NUMBER OF SHARES: _____________

                 Purchase Price per Share: $5.00

                 Aggregate Purchase Price: ________

                 Tax ID No.: ____________________

                 Address for Notice:

                 Name  in  which  book-entry should be made (if different):



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                                                                   EXHIBIT A

Filed Pursuant to Rule 424(b)(2) [or (5)]       Registration No. 333-______

                              PROSPECTUS SUPPLEMENT
                     (TO PROSPECTUS DATED _________________)

                                SPATIALIGHT, INC.

                            ___________ Common Shares

          You  should  read  this  prospectus  supplement  and the  accompanying
Prospectus  carefully before you invest.  Both documents contain information you
should consider when making your investment decision.

         AN INVESTMENT IN OUR SECURITIES INVOLVES SUBSTANTIAL RISKS. THESE RISKS
ARE  DESCRIBED  UNDER THE CAPTION  "RISK  FACTORS"  BEGINNING ON PAGE ___ OF THE
PROSPECTUS ACCOMPANYING THIS PROSPECTUS SUPPLEMENT.

         We are  offering  _____________  of our  Common  Shares  to one or more
institutional  investors  pursuant to this prospectus  supplement.  The purchase
price for these Common Shares is $_______ in the aggregate, or $_____ per Share.

         Our Common  Shares are quoted on the Nasdaq  SmallCap  Market under the
symbol  "HDTV".  On _______,  the last reported sales price of our Common Shares
was $____ per Share.

          NEITHER  THE  SECURITIES   AND  EXCHANGE   COMMISSION  NOR  ANY  OTHER
REGULATORY  BODY HAS APPROVED OR DISAPPROVED OF THESE  SECURITIES OR PASSED UPON
THE  ACCURACY  OR  ADEQUACY  OF  THIS  PROSPECTUS   SUPPLEMENT  OR  THE  RELATED
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

           The date of this prospectus supplement is ________________.