SPATIALIGHT INC
FORM OF PURCHASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>v023240_ex10-1.txt
<DESCRIPTION>FORM OF PURCHASE AGREEMENT
<TEXT>
                                                                    EXHIBIT 10.1

                           FORM OF PURCHASE AGREEMENT

      This purchase  agreement (this "Agreement") is dated as of August 5, 2005,
by  and  between  the   purchasers  set  forth  on  the  signature  page  hereto
(collectively,  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 2,000,000 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.  333-122392),  which  was
            declared  effective  by the SEC on July 29,  2005  and 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  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.

      e)    From the date hereof until 30 days  following  the date hereof,  the
            Purchaser  may,  in  its  sole  determination,  elect  to  purchase,
            severally  and not  jointly  with  the  other  Purchasers,  up to an
            additional  aggregate total of 225,000  registered  shares of Common
            Stock  off  the  Registration   Statement  (such   securities,   the
            "Greenshoe  Securities"  and such  right,  a  "Greenshoe  Right") in
            proportion  to the  Shares  initially  purchased  by the  Purchasers
            pursuant to this  Agreement.  Any  Greenshoe  Right  exercised  by a
            Purchaser  shall close  within 2 business  days of a duly  delivered
            exercise notice by the exercising  party. Any additional  investment
            in the Greenshoe  Securities  shall be at a purchase  price of $5.50
            per Share and on other terms and conditions  materially identical to
            the purchase and sale of the Shares set forth on the


                                       45
<PAGE>

            signature page hereto,  mutatis  mutandis.  In order to effectuate a
            purchase and sale of the Greenshoe  Securities,  the Company and the
            Purchasers  shall  enter  into  a  purchase   agreement   materially
            identical to this Agreement; provided, however, that there shall not
            be any additional Greenshoe Rights.

2.    Delivery of the Shares at Closing

      a)    The  completion  of  the  purchase  and  sale  of  the  Shares  (the
            "Closing")  shall occur on August 5, 2005 (the "Closing  Date").  At
            the  Closing,  the  Purchaser  shall  deliver to the  Company a 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.

      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

      a) The  Company  hereby  represents  and  warrants  that:  (a) it has full
rights,  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.

      b) The Registration  Statement has been declared  effective by the SEC and
to the best of the  Company's  knowledge is currently  effective for the sale of
the Shares to the Purchaser.

      c) The Company represents that it shall promptly secure listing of all the
Shares sold under this Agreement upon the Nasdaq SmallCap Market.

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 person known to it to be  affiliates
            of the Company,  and (b) it is not a registered  broker-dealer under
            Section 15 of the Securities Exchange Act of 1934, as amended, as of
            the date hereof.


                                       46
<PAGE>

      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.

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 ad 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 in 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.    Indemnification.


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<PAGE>

      (a) The Company shall,  notwithstanding any termination of this Agreement,
indemnify and hold harmless the  Purchaser,  the  officers,  directors,  agents,
brokers (including brokers who offer and sell Shares as principal as a result of
a pledge or any  failure  to  perform  under a margin  call of  Common  Shares),
investment  advisors and  employees  of each of them,  each person or entity who
controls the Purchaser  (within the meaning of Section 15 of the  Securities Act
or Section  20 of the  Exchange  Act) and the  officers,  directors,  agents and
employees  of each such  controlling  person or entity,  to the  fullest  extent
permitted  by  applicable  law,  from and against  any and all  losses,  claims,
damages,   liabilities,   costs  (including,   without  limitation,   reasonable
attorneys' fees) and expenses (collectively, "Losses"), as incurred, arising out
of or relating to any untrue or alleged  untrue  ------  statement of a material
fact contained in the Registration Statement, any prospectus therein or any form
of prospectus or in any  amendment or supplement  thereto or in any  preliminary
prospectus, or arising out of or relating to any omission or alleged omission of
a  material  fact  required  to be  stated  therein  or  necessary  to make  the
statements  therein  (in the case of any  prospectus  or form of  prospectus  or
supplement  thereto,  in light of the circumstances  under which they were made)
not  misleading.   The  Company  shall  notify  the  Holders   promptly  of  the
institution, threat or assertion of any Proceeding arising from or in connection
with the  transactions  contemplated  by this  Agreement of which the Company is
aware.

      (b) If any proceeding  shall be brought or asserted  against any person or
entity  entitled  to  indemnity   hereunder  (an  "Indemnified   Party"),   such
Indemnified Party shall promptly notify the Company in writing,  and the Company
shall  -------------------  have  the  right  to  assume  the  defense  thereof,
including the employment of counsel  reasonably  satisfactory to the Indemnified
Party and the  payment of all fees and  expenses  incurred  in  connection  with
defense  thereof;  provided,  that the failure of any Indemnified  Party to give
such notice  shall not relieve the  Company of its  obligations  or  liabilities
pursuant  to this  Agreement,  except  (and only) to the extent that it shall be
finally determined by a court of competent  jurisdiction (which determination is
not subject to appeal or further review) that such failure shall have prejudiced
the  Company.  An  Indemnified  Party  shall  have the right to employ  separate
counsel in any such  proceeding and to participate in the defense  thereof,  but
the  fees  and  expenses  of  such  counsel  shall  be at the  expense  of  such
Indemnified  Party or parties  unless:  (1) the Company has agreed in writing to
pay such fees and expenses; (2) the Company shall have failed promptly to assume
the defense of such Proceeding and to employ counsel reasonably  satisfactory to
such Indemnified  Party in any such proceeding;  or (3) the named parties to any
such proceeding  (including any impleaded parties) include both such Indemnified
Party and the Company,  and such Indemnified Party shall reasonably believe that
a material  conflict of interest is likely to exist if the same  counsel were to
represent  such  Indemnified  Party  and the  Company  (in which  case,  if such
Indemnified  Party  notifies  the  Company in  writing  that it elects to employ
separate  counsel at the expense of the Company,  the Company shall not have the
right to assume the defense  thereof and the reasonable fees and expenses of one
separate counsel shall be at the expense of the Company).  The Company shall not
be liable for any settlement of any such proceeding effected without its written
consent,  which consent shall not be  unreasonably  withheld.  The Company shall
not,  without the prior written  consent of the  Indemnified  Party,  effect any
settlement of any pending  proceeding in respect of which any Indemnified  Party
is a party,  unless such settlement  includes an  unconditional  release of such
Indemnified  Party from all  liability on claims that are the subject  matter of
such proceeding.

      Subject to the terms of this  Agreement,  all reasonable fees and expenses
of the Indemnified  Party (including  reasonable fees and expenses to the extent
incurred in connection


                                       48
<PAGE>

with  investigating  or  preparing  to defend  such  proceeding  in a manner not
inconsistent  with this  Section)  shall be paid to the  Indemnified  Party,  as
incurred,  within ten business  days of written  notice  thereof to the Company;
provided,  that the Indemnified  Party shall promptly  reimburse the Company for
that portion of such fees and expenses applicable to such actions for which such
Indemnified Party is not entitled to indemnification hereunder, determined based
upon the relative faults of the parties.

      (c) If  the  indemnification  under  Section  7(a)  is  unavailable  to an
Indemnified  Party or insufficient to hold an Indemnified Party harmless for any
Losses,  then the Company shall contribute to the amount paid or payable by such
Indemnified  Party, in such proportion as is appropriate to reflect the relative
fault of the Company  and  Indemnified  Party in  connection  with the  actions,
statements  or  omissions  that  resulted  in such  Losses  as well as any other
relevant  equitable  considerations.  The amount paid or payable by a party as a
result of any Losses shall be deemed to include,  subject to the limitations set
forth in this Agreement,  any reasonable  attorneys' or other reasonable fees or
expenses  incurred by such party in connection with any proceeding to the extent
such  party  would  have  been  indemnified  for such  fees or  expenses  if the
indemnification  provided  for in this  Section was  available  to such party in
accordance with its terms.

      (d) The indemnity and contribution  agreements contained in this Section 7
are in addition to any  liability  that the Company may have to the  Indemnified
Parties.

8.    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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<PAGE>

      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:
                                         ------------------
                                         5 Hamilton Landing, Suite 100
                                         Novato, CA 94949

                                         Wire Instructions: See EXHIBIT B

                                         AGREED AND ACCEPTED:

                                         PURCHASERS:

                                         [_________________________]



                                         By:
                                            -----------------------------------
                                            Name:
                                            Title:

                                         Address for Notice:
                                         ------------------

                                         --------------------------------------

                                         --------------------------------------

                                         Number of Shares:
                                                          ---------------------
                                         Purchase Price per Share: $5.40
                                                                    ----
                                         Aggregate Purchase Price: $
                                                                    -----------
                                         Tax ID No:
                                                   ----------------------------
                                         Name in which book-entry should be made
                                   (if different):
                                                  -----------------------------


                                       50
<PAGE>

                                         [_________________________]



                                         By:
                                            -----------------------------------
                                            Name:
                                            Title:

                                         Address for Notice:
                                         ------------------

                                         --------------------------------------

                                         --------------------------------------

                                         Number of Shares:
                                                          ---------------------
                                         Purchase Price per Share: $5.40
                                                                    ----
                                         Aggregate Purchase Price: $
                                                                    -----------
                                         Tax ID No:
                                                   ----------------------------
                                         Name in which book-entry should be made
                                   (if different):
                                                  -----------------------------


                                       51
<PAGE>

                                         [_________________________]



                                         By:
                                            -----------------------------------
                                            Name:
                                            Title:

                                         Address for Notice:
                                         ------------------

                                         --------------------------------------

                                         --------------------------------------

                                         Number of Shares:
                                                          ---------------------
                                         Purchase Price per Share: $5.40
                                                                    ----
                                         Aggregate Purchase Price: $
                                                                    -----------
                                         Tax ID No:
                                                   ----------------------------
                                         Name in which book-entry should be made
                                   (if different):
                                                  -----------------------------


                                       52
<PAGE>

                                                                       EXHIBIT A

Filed Pursuant to Rule 424(b)(2)                     Registration No. 333-122392

                              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 [_________________]

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