EXHIBIT
      10.2

    GENERAL
      RELEASE

    


    GENERAL
      RELEASE, made as of this 13th
      day of
      June, 2006, by Theodore H. Banzhaf (“Banzhaf”), an individual residing in
      California, to and in favor of Spatialight, Inc., a New York corporation (the
      “Company”).

    


    NOW,
      THEREFORE, in consideration of good and valuable consideration, the receipt
      and
      sufficiency of which are hereby acknowledged, the parties hereto hereby covenant
      and agree as follows:

    


    THIS
      IS A CONTRACT. BANZHAF SHOULD READ IT CAREFULLY BEFORE HE SIGNS IT. THE COMPANY
      ENCOURAGES BANZHAF TO CONSULT WITH AN ATTORNEY BEFORE HE SIGNS THIS AGREEMENT.
      BANZHAF’S SIGNATURE ON THE BOTTOM OF THIS AGREEMENT CONSTITUTES AN ENFORCEABLE
      AGREEMENT BETWEEN HIM AND THE COMPANY.

    


    Recitals

    


    
      	
              A.

            	
              Banzhaf
                has been employed by the Company as its Executive Vice President
                of
                Strategic Planning pursuant to an Employment Agreement, dated as
                of July
                7, 2003, as amended from time to time (the “Employment
                Agreement”).

            


    

    


    
      	
              B.

            	
              Banzhaf
                has resigned his employment with the Company, effective June 13,
                2006 (the
                “Termination Date”), at which time his performance of duties for the
                Company as an EVP have ceased in their
                entirety.

            


    

    


    
      	
              C.

            	
              Banzhaf
                has accrued fifteen (15) days of vacation time that he has yet to
                use as
                of the Termination Date.

            


    

    


    
      	
              D.

            	
              Banzhaf
                and the Company wish to resolve forever any potential dispute or
                disagreement that may exist between them arising out of, or related
                in any
                way to, his employment with the Company, or its
                termination.

            


    

    


    Agreements

    


    
      	
              1.
                

            	
              General
                Release.
                

            


    

    


    (a)   Banzhaf
      hereby releases and forever discharges the Company from any and all claims,
      demands or causes of action heretofore or hereafter arising out of, in
      connection with or incidental to the relationship between the parties prior
      to
      the date hereof, including, without limitation, any and all claims, demands
      and
      causes of action which Banzhaf might otherwise have the right to assert against
      the Company arising out of his employment relationship with the Company, or
      the
      termination of this employment relationship, and otherwise (the “General
      Release”).

    


    (b)  
Banzhaf
      hereby unconditionally, irrevocably and specifically waives the benefit of
      the
      provisions of Section 1542 of the Civil Code of the State of California, which
      provides as follows:

    


    “A
      general release does not extend to claims which the creditor does not know
      or
      suspect to exist in his or her favor at the time of executing the release,
      which
      if known by him or her must have materially affected his or her settlement
      with
      the debtor.”

    


    (c)  
The
      General Release herein extended by Banzhaf to and in favor of the Company shall
      include, and be deemed to include the Company, SpatiaLight Technologies, Inc.,
      and all other subsidiaries and affiliates of the Company, and any and all of
      the
      Company’s and its subsidiaries’ and affiliates’ officers, directors, employees,
      agents and representatives and their respective affiliates.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (d)          The
      claims released under the General Release include, but are not limited to any
      claims that Banzhaf may have: arising
      out of any alleged violations of any contract or covenant, any tort (including
      without limitation any claim for slander, libel or violation of public policy),
      any restriction on the right of the Company to terminate or take adverse
      employment action against any of its employees, and any federal state or other
      governmental statute or regulation, including, without limitation: (1) Title
      VII
      of the Civil Rights Act of 1964 (race, color, religion, sex and national origin
      discrimination); (2) the Americans with Disabilities Act (discrimination against
      individuals with disabilities); (3) the California Fair Employment and Housing
      Act (discrimination, including race, religious creed, color, national origin,
      ancestry, physical disability, mental disability, sexual orientation, medical
      condition, marital status, sex or age); (4) the California Family Rights Act
      (CFRA); (5) the Age Discrimination in Employment Act of 1967; (6) the federal
      Fair Labor Standards Act; and (7) the California Labor Code. Banzhaf is not
      aware of any claim or right he may have under the Workers’ Compensation Act, or
      the Family and Medical Leave Act, nor of any action taken by the Company to
      deny
      Banzhaf the right to take any leave of absence or in retaliation for Banzhaf
      requesting or taking any leave of absence or for filing any claim for workers’
compensation.

    


    (e)          
      Banzhaf
      promises that he has not filed and will not file any charge, complaint,
      grievance or other proceeding with any federal, state or local agency, court
      or
      other tribunal asserting any claim that is released in this Section, and
      warrants he has not assigned to any other person or entity the right to file
      any
      claims that are released in this Section.

    


    
      	
              2.

            	
              Termination
                of Employment Duties/Return of Property.
                Your duties with the Company will have terminated as of the close
                of
                business on June __, 2006. Banzhaf
                represents and warrants that he has returned, and not retained, any
                and
                all Company property, including all documents, files, records, keys,
                access cards, disks, software, cellular telephones, automobiles,
                equipment
                or other property of the Company provided to Banzhaf or others by
                the
                Company during Banzhaf’s employment with the Company. Banzhaf agrees that,
                to the extent that he ever later learns that he has not returned
                all such
                property, he will immediately return all such property, including
                any and
                all confidential and proprietary property of the Company’s clients,
                customers, employees, vendors, suppliers, lenders or other entities
                with
                which Banzhaf had dealings during Banzhaf’s employment with the
                Company.

            


    

    


    
      	
              3.

            	
              Compensation.
                In consideration for Banzhaf entering into this General Release,
                the
                Company shall continue to pay Banzhaf’s current salary through September
                9, 2006 (based upon annual salary of $360,000), and Banzhaf will
                cease to
                receive any further compensation from and after that date (except
                for
                vacation pay accrued through that date) and/or any and all other
                benefits
                heretofore granted or made available to you by the
                Company.

            


    

    


    Banzhaf
      further acknowledges that he has been paid all wages, salary, bonuses or other
      form of compensation owing to him through the Termination Date.

    


    
      	 	
              Furthermore,
                Banzhaf currently holds 265,000 options to purchase the Company’s common
                shares that are currently vested and exercisable at exercise prices
                of
                $5.00 with respect to 175,000 options and $12.50 with respect to
                the
                remaining 90,000 options (collectively, the “Vested Options”) as of this
                date. Banzhaf may exercise only those Vested Options by no later
                than
                September 9, 2006, at which time any such Vested Options that Banzhaf
                has
                not exercised shall be canceled and terminated in their entirety
                and be of
                no further force or effect and Banzhaf shall have no further rights
                thereto or thereunder or under his Time Accelerated Restricted Stock
                Award
                Plan (“TARSAP”) made as of July 7, 2003, as amended. Furthermore,
                effective as of this date, any and all outstanding options to purchase
                the
                Company’s common shares that Banzhaf holds, which are not vested and
                exercisable by Banzhaf as of this date, are hereby canceled and terminated
                in their entirety and be of no further force or effect and Banzhaf
                shall
                have no further rights thereto or thereunder or under his TARSAP
                and such
                TARSAP is hereby terminated.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    
      	
              4.

            	
              Non-Disparagement.
                Banzhaf agrees that he will not directly or indirectly, publish or
                disseminate to the media or any individual (other than members of
                Banzhaf’s immediate family and professional representatives, who shall be
                informed of and bound by Banzhaf’s obligations of confidentiality in
                contained in Section 7 below) or entity information that is critical,
                derogatory or otherwise intended to disparage Company or Company’s
                business, management, or physicians, whether such information is
                acquired
                during or after Banzhaf’s employment with the
                Company.

            


    

    


    
      	
              5.

            	
              Confidentiality/Restrictive
                Covenant Obligations Do Not Terminate.
                Banzhaf understands that after the Termination Date, Banzhaf remains
                bound
                to comply with Sections 8, 9 and 10 of the Employment Agreement executed
                by Banzhaf during his employment, a copy of which attached to this
                Agreement as Exhibit 1 and the terms of which are incorporated by
                this
                reference.

            


    

    


    
      	
              6.

            	
              Non-Admissions.
                It is understood that by offering or entering into this Agreement,
                neither
                Banzhaf nor the Company has admitted any liability or wrongdoing
                whatsoever.

            


    

    


    
      	
              7.

            	
              Confidentiality
                of Severance Offer and Payment.
                Except to the extent required by law (e.g., to submit a tax return
                or
                compliance with a lawful subpoena),Banzhaf warrants that he has not
                disclosed, and promises that he will not disclose, the offer or payment
                of
                the severance payment for any reason to any person other than members
                of
                Banzhaf’s immediate family and professional representatives, who shall be
                informed of and bound by the same promise of
                confidentiality.

            


    

    


    
      	
              8.
                

            	
              Modification.
                This General Release may only be rescinded, modified or amended by
                a
                written instrument executed by Banzhaf and by the
                Company.

            


    

    


    
      	
              9.
                

            	
              Governing
                Law.
                This General Release has been executed and delivered in, shall be
                construed and interpreted in accordance with the laws of the State
                of
                California applicable to agreements to be performed entirely within
                the
                State of California.

            


    

    


    
      	
              10.
                

            	
              Binding
                Agreement.
                This General Release shall be binding upon Banzhaf and his heirs,
                executors, administrators, personal representatives, successors and
                assigns.

            


    

    


    
      	
              11.

            	
              Advice
                to Consult With an Attorney.
                Banzhaf hereby acknowledges that the Company has advised him to consult
                with an attorney regarding the matters addressed and contained in
                this
                Agreement prior to signing this
                Agreement.

            


    

    


    
      	
              12.

            	
              Consideration
                Period.
                In compliance with the Older Workers’ Benefit Protection Act (P.L.
                101-433), Banzhaf is entitled to take up to twenty-one (21) calendar
                days
                from the date he receives this Agreement in which to consider whether
                or
                not to accept this Agreement and the waiver and release of claims
                contained in this Agreement. There is, of course, no requirement
                that
                Banzhaf utilizes all twenty-one (21) days if he chooses to accept
                or
                reject this Agreement sooner.

            


    

    


    
      	
              13.

            	
              Revocation
                Rights.
                Under the law, once Banzhaf accepts this Agreement and the waiver
                and
                release of claims contained in this Agreement by signing this Agreement
                in
                the space provided below, Banzhaf is entitled to up to seven (7)
                days in
                which to cancel or revoke this Agreement by notifying Sandi Harrison
                (Assistant Corporate Secretary, SpatiaLight, Inc., Five Hamilton
                Landing,
                Novato, CA 94949, Fax: (415) 883-3363) of his desire to revoke the
                Agreement. For the revocation to be effective, written notice must
                be
                received by Ms. Harrison no later than the close of business (5:30
                p.m.)
                on the seventh (7th) calendar day after Banzhaf signs this Agreement.
                If
                Banzhaf revokes this Agreement, it will not be effective. After the
                expiration of the seven (7) day revocation period, this Agreement
                and
                release of claims will become final if Banzhaf has not exercised
                his right
                to revoke the Agreement as noted
                above.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              14.
                

            	
              Counterparts.
                This General Release may be executed in one or more counterparts,
                all of
                which taken together shall constitute one and the same General
                Release.

            


    

     

    BANZHAF
      ACKNOWLEDGES THAT BANZHAF HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND IS
      ENTERING INTO IT VOLUNTARILY ON THE DATE SHOWN BELOW BANZHAF’S
      NAME.

    


    IN
      WITNESS WHEREOF, the parties have executed this General Release as of the date
      and year first written above. 

    


    


    


    /s/
      Theodore H. Banzhaf  

    Theodore
      H. Banzhaf

    


    
 

    ACKNOWLEDGED
      AND ACCEPTED:

    


    SPATIALIGHT,
      INC.

    


    


    By:
      /s/
      Robert A. Olins         
   

    Name:
      Robert A. Olins

    Title:
      Chief Executive Officer