SPATIALIGHT INC, 10QSB, 1999-05-17

SPATIALIGHT INC
10QSB, 1999-05-17
PHOTOGRAPHIC EQUIPMENT & SUPPLIES

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United States
Securities and Exchange Commission
Washington, D.C. 20549
- --------------------------------------------------------------------------------
FORM 10-QSB

(Mark One)

[X] Quarterly Report under Section 13 or 15(d) of the Securities and Exchange
Act of 1934

For the quarterly period ended March 31, 1999

[ ] Transition report under Section 13 or 15(d) of the Exchange Act

For the transition period from ____________________ to_________________

Commission File Number 000-19828
---------

SpatiaLight, Inc.
(Exact name of small business issuer as specified in its charter)

New York 16-1363082
-------- ----------
(State or other jurisdiction of (IRS Employer Identification No.)
Incorporation or organization)

9 Commercial Blvd., Suite 200, Novato, CA 94949
-----------------------------------------------
(Address of principal executive offices)

(415) 883-1693
--------------
(Issuer's telephone number)

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS:

State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 11,611,380 shares of common
stock as of May 3, 1999.

Transitional Small Business Disclosure Format (check one):
Yes [ ] No [X]

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SPATIALIGHT, INC. AND SUBSIDIARIES

Quarterly Report on Form 10-QSB
For the Quarter Ended March 31, 1999

Table of Contents
-----------------

<TABLE>
<CAPTION>
PART I FINANCIAL INFORMATION
<S> <C> <C>
Item 1. Condensed Consolidated Financial Statements (unaudited)

Consolidated Balance Sheets dated
March 31, 1999 and December 31, 1998.....................................3

Consolidated Statements of Operations
for the Three Months Ended
March 31, 1999 and 1998..................................................4

Consolidated Statements of Cash Flows
for the Three Months Ended March 31, 1999 & 1998.........................5

Notes to Condensed Consolidated Financial Statements.....................6

Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations.........................8

PART II OTHER INFORMATION

Item 2. Changes in Securities....................................................13

Item 6. (a) Exhibits and Reports on Form 8-K.....................................13
</TABLE>

<PAGE>

PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements (Unaudited)

SPATIALIGHT, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)

<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
-------------------------------------------------
<S> <C> <C>
ASSETS

Current assets:
Cash and cash equivalents $ 274,797 $ 470,086
Accounts receivable 11,525 30,492
Inventories 14,191 18,296
Other 62,425 0
----------------- -------------------
Total current assets 362,938 518,874

Property and equipment, net 223,016 221,498
Other 135,992 187,204
----------------- -------------------

Total assets $ 721,946 $ 927,576
----------------- -------------------
----------------- -------------------
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
Accounts payable $ 464,078 $ 466,031
Short term notes payable 3,925,606 3,337,508
Accrued expenses and other liabilities 69,721 96,693
----------------- -------------------
Total current liabilities 4,459,405 3,900,232

Noncurrent liabilities
Long term capital lease obligations 17,597 25,420
----------------- -------------------
Total liabilities 4,477,002 3,925,652

Commitments and contingencies

Stockholders' equity (deficit):
Common stock, $.01 par value:
20,000,000 shares authorized; 11,555,554
and 11,413,501 shares issued and outstanding
at March 31, 1999 and December 31, 1998 115,556 114,135
Additional paid-in capital 11,014,095 10,854,938
Accumulated deficit (14,884,707) (13,967,149)
----------------- -------------------
Total stockholders' equity(deficit) (3,755,056) (2,998,076)

Total liabilities and
stockholders' equity (deficit) $ 721,946 $ 927,576
----------------- -------------------
----------------- -------------------
</TABLE>

See accompanying notes to condensed consolidated financial statements.

<PAGE>

SPATIALIGHT, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (unaudited)

<TABLE>
<CAPTION>
Three Months Ended
March 31,
1999 1998
------------------- ---------------
<S> <C> <C>
Revenues:

Sales $ 31,500 $0
------------------- ---------------
Total revenues 31,500 0

Cost of sales 4,104 0
------------------- ---------------
Gross profit 27,396 0

Selling, general and administrative expenses 538,277 463,248
Research and development expenses 360,070 506,089
------------------- ---------------
Total operating expenses 898,347 969,337

Operating loss (870,951) (969,337)

Other income (expense)
Interest income 3,291 3,683
Interest and other expense (49,898) (23,029)
------------------- ---------------
Total other expense (46,607) (19,346)

Loss from operations before income taxes (917,558) (988,683)

Income taxes 0 0
------------------- ---------------
Net loss $ (917,558) $ (988,683)
------------------- ---------------
------------------- ---------------
Net loss per share (basic and diluted) (0.08) (0.10)

Weighted average shares used in computing 11,488,099 9,640,554
------------------- ---------------
------------------- ---------------
net loss per share - basic and diluted

</TABLE>

See accompanying notes to condensed consolidated financial statements.

<PAGE>

SPATIALIGHT, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

Three Months Ended
March 31,
1999 1998
----------------------------------------
<S> <C> <C>
Cash flows from operating activities:

Net loss $ (917,558) $ (988,683)

Adjustments to reconcile net loss to net cash
used by operating activities:
Non-cash items:
Depreciation and amortization 24,196 20,380
Warrants issued as payment for services 134,962 0
Common stock issued as compensation to employees
and consultants 17,220 0
Common stock payable as payment of interest 8,396
Non-cash costs of financing 0 115,358
Changes in assets and liabilities:
Accounts receivable 18,967 0
Inventories 4,105 0
Other current assets (62,425) 598
Other assets 51,212 (6,640)
Accounts payable (1,953) 65,009
Current portion captial lease obligation 552 (771)
Accrued expenses and other current liabilities (27,524) 83,206
----------------- -----------------

Net cash used by operating activities (749,850) (711,543)

Cash flows from investing activities:
Capital expenditures (25,714) (18,985)
----------------- -----------------

Net cash used by investing activities (25,714) (18,985)

Cash flows from financing activities:
Long term capital lease obligation (7,823) (5,527)
Proceeds from short term notes payable 588,098 603,505
----------------- -----------------
Net cash provided by financing activities 580,275 597,978

Net decrease cash and cash equivalents (195,289) (132,550)

Cash and cash equivalents at beginning of period 470,086 415,625
----------------- -----------------

Cash and cash equivalents at end of period $ 274,797 $ 283,075
----------------- -----------------
----------------- -----------------
</TABLE>

See accompanying notes to condensed consolidated financial statements.

<PAGE>

SPATIALIGHT, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements

1. Business Description

SpatiaLight, Inc. and Subsidiary ("SpatiaLight" or the "Company) is in the
business of designing and commercializing miniature, high-resolution active
matrix liquid crystal displays mounted directly on silicon chips. These displays
are also known as and commonly referred to as Liquid Crystal Displays ("LCD"),
Active Matrix Liquid Crystal Displays ("AMLCD"), Liquid Crystal on Silicon
("LCOS"), and Spatial Light Modulators ("SLM"). These displays are designed in a
manner that can potentially provide high-resolution images suitable for
computer, video and other applications while utilizing the existing
manufacturing processes of typical silicon and liquid crystal displays to obtain
economies of scale and thereby reduce costs. To date, the Company has only sold
sample quantities of its displays to customers who are evaluating the displays
for use in their products.

The Company has identified a number of potential applications and markets for
products, which can utilize its display technology. Some of these applications
include: large-screen rear-projection television systems, in both standard
television format ("NTSC") and future High Definition Television ("HDTV")
formats; large-screen rear-projection computer monitors in a variety of
resolutions; video projectors for presentations; head-mounted displays which are
used for virtual reality systems, defense, aerospace and gaming applications;
and other potential applications such as point of purchase displays, optical
computing, data storage and holographic imaging systems.

The address and telephone number of the Company's principal executive offices
are 9 Commercial Boulevard, Suite 200, Novato, California 94949, (415) 883-1693.
The Company was organized under the laws of the State of New York in 1989 under
the name of "Sayett Acquisition Company, Inc."; it subsequently changed its name
to Sayett Group, Inc. and, in June 1996, changed its name again to SpatiaLight,
Inc. The Company has a wholly owned subsidiary named SpatiaLight of California,
Inc.

2. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with the instructions to Form 10-QSB but do not include
all information and footnotes necessary for a fair presentation of financial
condition, results of operations and cash flows in conformity with generally
accepted accounting principles. In the opinion of management of SpatiaLight,
Inc. ("SpatiaLight" or "the Company"), the interim condensed consolidated
financial statements included herewith contain all adjustments (consisting of
normal recurring accruals and adjustments) necessary for a fair presentation of
the Company's financial condition as of March 31, 1999 and the results of its
operations for the three months ended March 31, 1999 and 1998. The unaudited
interim condensed consolidated financial statements should be read in
conjunction with the Company's Annual Report on Form 10-KSB, which contains the
audited financial statements and notes thereto, together with Management's
Discussion and Analysis, for the years ended December 31, 1998 and 1997.

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3. Going Concern Uncertainty

The Company's operations are constrained by an insufficient amount of working
capital. The Company continues to experience negative cash flows and net
operating losses. The Company's operations in recent months have been funded by
loans and convertible securities, which are secured by substantially all the
assets of the Company. The Company continues its efforts to locate sources of
additional financing. There can be no assurance that additional loans or any
other financing will be available to the Company. For this reason, there is
uncertainty whether the Company can continue as a going concern.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. This contemplates the
realization of assets and the satisfaction of liabilities in the normal course
of business. The Company incurred significant operating losses in each of the
last five fiscal years and incurred a net loss of $917,558 in the three months
ended March 31, 1999. Additionally, as of March 31, 1999 the Company's
accumulated deficit totaled $14,884,707. The Company has generated limited
revenues to date and the development, commercialization and marketing of the
Company's products will require substantial expenditures in the foreseeable
future. The successful completion of the Company's development program and
ultimately, the attainment of profitable operations, is dependent upon future
events. These events include obtaining adequate financing to fulfill its
development activities, successful launching of the commercial production and
distribution of its products and achieving a level of sales adequate to support
the Company's cost structure. These matters, among others, may indicate that the
Company will be unable to continue as a going concern for a reasonable period of
time.

The condensed consolidated financial statements do not include any adjustments
relating to the recoverability and classification of recorded asset amounts or
the amounts and classification of liabilities that might be necessary should the
Company be unable to continue as a going concern.

In an effort to improve operating performance, the Company has been and will be
implementing certain programs and strategies in 1999. These strategies include:

- Raising additional capital.
- Outsourcing of all manufacturing activities, which will be
monitored by Company's staff.
- Developing strategic alliances with potential customers and/or
licensing of the Company's technology.
- Development contracts with customers to customize the Company's
displays for use in their products.

4. Loss Per Common Share

Basic loss per common share excludes dilution and is computed by dividing loss
attributable to common stockholders by the weighted-average number of common
shares outstanding for the period. Diluted loss per common share reflects the
potential dilution that could occur if securities or other contracts to issue
common stock were exercised or converted into common stock. Common share
equivalents are excluded from the computation in loss periods, as their effect
would be antidilutive.

<PAGE>

5. Short term notes payable

Short term convertible notes payable at March 31, 1999 consist of short term
convertible securities totaling 3,925,606, including accrued interest. The
securities accrue interest at 6% and are due on December 31, 1999. The
securities are convertible into the Company's common stock at $.50 to $.75 per
share and are secured by substantially all the assets of the Company.

3. Issuance of Common Stock

During the first quarter of 1999, the Company issued 142,053 shares of common
stock that had been subscribed to in 1998. In addition, the Company committed to
issue 18,182 shares to one employee and one contractor. The expense associated
with this commitment is $17,220 and is recorded in research and development
expense. The subscribed shares are recorded in additional paid-in capital. The
Company committed to issue an additional 4,849 shares of stock in exchange for
$8,396 of interest expense incurred in 1998.

During the first quarter of 1999, the Company issued an immediately
exercisable Class A Warrant to purchase 100,000 shares of the Company's
common stock at an exercise price of $1.50 per share which expires on
November 15, 2000. A Class B Warrant will be issued by the Company to
purchase 100,000 shares of the Company's common stock at an exercise price of
$2.00 per share which is exercisable from the date the Class A warrant is
exercised and expires on November 15, 2001. A Class C Warrant will be issued
by the Company to purchase 100,000 shares of the Company's common stock at an
exercise price of $2.50 per share which is exercisable from the date the
Class B warrant is exercised and expires on November 15, 2002. The warrants
are in exchange for services rendered which resulted in the identification of
sources of funding for the Company. In issuing these securities the Company
relied upon the exemption from the registration requirements of the
Securities Act of 1933, as amended, provided by Section 4(2) thereof.

Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations

This Form 10-QSB contains certain forward-looking statements within the meaning
of Section 21E of the Securities and Exchange Act of 1934, as amended, and is
subject to the Safe Harbor provisions created by that statute. In this report,
the words "anticipates," "believes," "expects," "future", "interests," and
similar expressions identify forward-looking statements. Such statements are
subject to certain risks and uncertainties, including, but not limited to, those
discussed herein, and in particular, those contained in this Item 2 as well as
those discussed in the Company's Annual Report on Form 10-KSB as filed with the
Securities and Exchange Commission on March 31, 1999. Readers are cautioned not
to place undue reliance on these forward-looking statements, which speak only as
of the date hereof. The Company undertakes no obligation to publicly release the
result of any revisions to these forward-looking statements that may be needed
to reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.

GENERAL

The Company's operations are constrained by an insufficient amount of working
capital. The Company continues to experience negative cash flows and net
operating losses. The Company's operations in recent months have been funded by
loans and by a series of convertible securities, which are secured by
substantially all the assets of the Company. The Company continues its efforts
to locate sources of additional financing. There can be no assurance that
additional loans or any other financing will be available to the Company. For
this reason, there is uncertainty whether the Company can continue as a going
concern. See Note 3 of Notes to Condensed Consolidated Financial Statements.

<PAGE>

OVERVIEW

SpatiaLight is developing and commercializing a miniature high-resolution
active matrix liquid crystal display. The Company's display is designed to be
the essential component in high-resolution, projected display systems which
may be produced at lower costs than current or anticipated projection
systems. The Company has produced development kits which have been made
available to potential customers. Potential applications of this technology
include projection computer monitors and televisions; head mounted displays,
optical computing, holographic imaging and other display applications. The
Company has made only limited sales to date, and there can be no assurance
that the Company will ever be able to commercialize its technology.

LIQUIDITY AND CAPITAL RESOURCES

Most of the Company's revenue to date has been derived from limited sales of its
displays. Although the Company is producing displays worthy of advanced
characterization in anticipation of mass production, the Company has not yet
completed its goal of mass production. Further development and testing will be
necessary before this product or the Company's other proposed products will be
available for commercial end-use applications. Delays in development may result
in the Company's introduction of products later than anticipated, which may have
an adverse effect on both the Company's financial and competitive position.
Moreover, the Company may never be successful in developing or manufacturing a
commercially viable display. In addition, the display may never be technically
or commercially successful and the Company may never be able to manufacture
adequate quantities of its displays at commercially acceptable cost levels or on
a timely basis.

The Company is experiencing negative cash flow from operations, resulting in the
need to fund ongoing operations from financing activities. The future existence
and profitability of the Company is dependent upon its ability to obtain
additional funds to finance operations and expand operations in an effort to
achieve profitability from operations. The Company's business may not ultimately
generate sufficient revenue to fund the Company's operations on a continuing
basis. The matters discussed below, among others, may indicate that the Company
will be unable to continue as a going concern for a reasonable period of time.

As of March 31, 1999, the Company had $274,797 in cash and cash equivalents.
Accounts receivable at March 31, 1999 totaled $11,525 and represented primarily
amounts due on developer kits shipped in the first quarter. The Company's net
working capital at March 31, 1999 was approximately ($4,096,467).

Net cash used by operating activities totaled $749,850 and $711,543 for the
three months ended March 31, 1999 and 1998, respectively. This change was due
primarily to the pay-down of accounts payable and other accrued and current
liabilities. Net cash that was provided by financing activities in the three
months ended March 31, 1999 was $580,275, as compared to 597,987 for the
first quarter in 1998.

As of March 31, 1999, the Company had an accumulated deficit of $14,884,707. The
Company has realized significant losses in the past and expects that these
losses will continue at least through 1999. It is likely that the Company will
have quarterly and annual losses in 1999 and beyond. The Company has generated
limited revenues and no profits from operations. The development,
commercialization and marketing of the Company's products will require
substantial expenditures for the foreseeable future. Consequently, the Company
may continue to operate at a loss for the foreseeable future and there can be no
assurance that the Company's business will operate on a profitable basis.

<PAGE>

RESULTS OF OPERATIONS

Total revenues for the three months ended March 31, 1999 were $31,500,
representing a 100% increase over the comparable quarter of 1998. This is due to
sales of developer kits in the first quarter of 1999.

Cost of sales represents product costs associated with the production of display
developer kits. Cost of sales was $4,104 and $0, in the quarters ended March 31,
1999 and 1998 respectively. There were no product sales in the first quarter of
1998.

Selling, general and administrative costs were $538,277 in the three months
ended March 31, 1999. The increase of approximately $75,000 or 16% over the
first quarter of 1998 is due primarily to an increase in consulting expenses
of $135,000. This consulting expense is the result of the issuance of a
warrant during the first quarter of 1999 in exchange for consulting services
rendered. This increase in expenses for 1999 was offset by a decrease in
recruitment and bonus expenses as well as decreased marketing expenses.
Research and development costs of $360,070 for the three months ended March
31, 1999 decreased 29% from the comparable quarter in the prior year. This
decrease was also due to a decrease in bonus expense, materials and supplies.

Interest expense for the three months ended March 31, 1999 was $48,898, an
increase of 117% over the comparable quarter of 1998. The increase was due to
interest related to convertible securities issued during 1998 and the first
quarter 1999.

BUSINESS RISKS AND UNCERTAINTIES

Use of Display Products. Although the Company has produced displays based upon
its technology, the Company has not yet had its display incorporated into any
commercial end-use application. Delays in development may result in the
Company's introduction of its displays later than anticipated, which may have a
material adverse effect on both the Company's financial and competitive
position. Moreover, the Company may never be successful in developing or
manufacturing a commercially viable display or any of its expected applications.
In addition, displays or products that the Company may develop may not be
technically or commercially successful and the Company may not be able to
manufacture or obtain a supplier for adequate quantities of its displays, or any
of its display products at commercially acceptable cost levels or on a timely
basis.

Delays in development may result in the Company's introduction of products later
than anticipated, which may have an adverse effect on both the Company's
financial and competitive position. Moreover, the Company may never be
successful in developing or manufacturing a commercially viable display. In
addition, the display may never be technically or commercially successful and
the Company may not be able to manufacture adequate quantities of its displays
at commercially acceptable cost levels or on a timely basis.

Highly Competitive Market. The display industry has and continues to undergo
rapid and significant technological change. The Company expects display
technology to continue to develop rapidly, and the Company's success will depend
significantly on its ability to attain and maintain a competitive position.
Rapid technological development may result in actual and proposed displays,
products or processes becoming obsolete before the Company recoups a significant
portion of related research and development, acquisition and commercialization
costs.

If the Company is successful in the development of a commercially viable
display, the Company's abilities to compete will depend in part upon the
consistency of the display, the quality and delivery, as well as pricing,
technical capability and servicing, in addition to factors within and outside
its control, including the success and timing of product distribution and
customer support. The Company's competitors may not succeed in developing
technologies and products that are equally or more efficient than any which are
being developed by

<PAGE>

the Company or that will render the Company's technology, displays and other
products obsolete and non-competitive.

The Company's displays may not be representative of the rapid and significant
technological advances which have characterized the micro-display market or that
the Company will have sufficient funds to invest in new technologies or products
or processes. Although the Company believes that its displays have
specifications and capabilities which equal or exceed that of commercially
available LCD and Cathode Ray Tube ("CRT" or "Television") based display
products, the manufacturers of these products may develop further improvements
of their existing technology that would eliminate or diminish the Company's
anticipated advantage.

In addition, numerous competitors have substantially greater financial,
technical, marketing, distribution and other resources than the Company. The
Company may also face an aggressive, well financed competitive response that may
include misappropriation of the Company's intellectual property or predatory
pricing.

Dependence on Third Parties. The Company does not currently plan, nor does the
Company currently have the financial resources to develop or market any end
products utilizing the Company's displays. Therefore, the Company will be
completely dependent upon independent third parties for the development,
manufacturing and marketing of such products. No such products exist today using
the Company's display, and the Company does not have commitments from any third
party for such development, manufacturing or marketing. There can be no
assurance that any third party will develop or market a product incorporating
the Company's display.

The Company may not be successful in forming and maintaining such alliances and
the Company's partners may not devote adequate resources to successfully market
and distribute these anticipated products. The Company may not be able to enter
into satisfactory agreements with marketing partners, and the Company or its
marketing partners may not be successful in gaining market acceptance for its
anticipated products.

Any termination of a contract could have a material adverse effect on the
Company's ability to meet its anticipated commitments to customers while the
Company identifies and qualifies replacement manufacturers. The Company could
become dependent on any manufacturer and any termination or cancellation of the
Company's agreement with the manufacturer could adversely affect the Company's
ability to manufacture its products. In anticipation of such an event, the
Company plans to establish an alternative manufacturing relationship.

Intellectual Property and Proprietary Rights. The defense and prosecution of
patent suits is both costly and time-consuming, even if the outcome is favorable
to the Company. This is particularly true in foreign countries. In addition,
there is an inherent unpredictability regarding obtaining and enforcing patents
in foreign countries. An adverse outcome in the defense of a patent suit could
subject the Company to significant liabilities to third parties, require
disputed rights to be licensed from third parties, or require the Company to
cease selling it products.

The Company also relies on unpatented proprietary technology and there can be no
assurance that others may not independently develop the same or similar
technology or otherwise obtain access to the Company's proprietary technology.
To protect its rights in these areas, the Company requires all employees and
technology consultants, advisors and collaborators to enter into confidentiality
agreements. There can be no assurance, however, that these agreements will
provide meaningful protection for the Company's trade secrets, know-how or other
proprietary information in the event of any unauthorized use, misappropriation
or disclosure of such trade secrets, know-how or other proprietary information.
To date, the Company has no experience in enforcing its confidentiality
agreements.

<PAGE>

Dependence on Key Personnel. The Company is dependent upon its key management
and scientific personnel including its Chief Executive Officer and Treasurer,
Michael H. Burney, President, Fred R. Hammett, and Vice President of
Engineering/Manufacturing, Miles L. Scott. The Company's success depends on its
ability to attract and retain highly qualified scientific, marketing,
manufacturing, financial and other key management personnel. The Company faces
competition for such personnel and there can be no assurance that the Company
will be able to attract or retain such personnel.

Year 2000 Risks. As is true for most companies, the Year 2000 computer
issue creates a risk for SpatiaLight. If systems do not correctly recognize date
information when the year changes to 2000, there could be an adverse impact on
the Company's operations. The risk for SpatiaLight exists in two areas: systems
used by the Company to run its business and systems used by the Company's
suppliers. The Company is currently evaluating its exposure in both of these
areas. The Company is not aware of any potential problems that could exist with
its potential products.

SpatiaLight in the process of conducting a comprehensive inventory and
evaluation of its systems, equipment and facilities. SpatiaLight has a project
scheduled to replace or upgrade systems and equipment that are known to be Year
2000 non-compliant. The Company has not identified alternative remediation plans
in the unlikely case that upgrade or replacement is not feasible. The Company
will consider the need for such remediation plans as it continues to assess the
Year 2000 risk. For the Year 2000 non-compliance issues identified to date, the
cost of upgrade or remediation is not expected to be material to the Company's
operating results. The Company expects to conclude its estimates of cost by the
end of the calendar year. If implementation of replacement systems is delayed,
or if significant new non-compliance issues are identified, the Company's
results of operations or financial condition could be materially adversely
affected.

SpatiaLight is also in the process of contacting its critical suppliers to
determine that the suppliers' operations and the products and services they
provide are Year 2000 compliant. Where practicable, SpatiaLight will attempt to
mitigate its risks with respect to the failure of suppliers to be Year 2000
ready. In the event that suppliers are not Year 2000 compliant, the Company will
seek alternative sources of supplies. However, such failures remain a
possibility and could have an adverse impact on the Company's results of
operations or financial condition. The Company believes its potential products
are Year 2000 compliant.

Market for Common Stock. Because the Company's securities are traded on the
NASD's "Electronic Bulletin Board", the liquidity of the Company's securities
could be impaired, not only in the numbers of securities which could be bought
and sold, but also through delays in the timing of transactions, reduction in
security analysts' and news media coverage of the Company, and lower prices for
the Company's securities than might otherwise be obtained.

PART II. OTHER INFORMATION

ITEM 2.

<PAGE>

During the first quarter of 1999, the Company issued convertible notes in the
aggregate principal amount of $558,000. These notes are convertible into common
shares at a conversion price of $0.75 per Common Share. In issuing these
securities the Company relied upon the exemption from the registration
requirements of the Securities Act of 1933, as amended, provided by Section 4(2)
thereof.

ITEM 5. OTHER INFORMATION

Proposals of shareholders intended to be presented at the 1999 Annual Meeting
of Shareholders of the Company must have been received by the Company at 9
Commercial Boulevard, Suite 200, Novato, CA 94949, a reasonable time prior to
the solicitation of proxies from shareholders for this annual meeting is made.

<PAGE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:
27 Financial Data Schedule
10.22 Standard Office Lease, dated February 22, 1999,
between Dennis A. and Susan Johann Gilardi and
SpatiaLight, Inc.
23.1 Consent of DeLoitte & Touche, LLP (incorporated by
reference to the Company's registration statement
on Form S-8 as filed with the Securities and Exchange
Commission on August 1, 1994.

(b) Reports on Form 8-K:

No reports on Form 8-K were filed during the three months ended March 31,
1999.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused the report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Date: May 17, 1999
-------------------------------------

SpatiaLight, Inc.

By: /s/ Michael H. Burney
---------------------------------------
Michael H. Burney
Chief Executive Officer
(Principal Executive, Financial
And Accounting Officer)

<PAGE>

STANDARD OFFICE LEASE

1. PARTIES. This Lease, dated FEBRUARY 22, 1999 for reference purposes only,
is made by and between DENNIS A. AND SUSAN JOHANN GILARDI herein called
"Lessor") AND SPATIALIGHT, INC. (herein called "Lessee").

2. PREMISES. Lessor does hereby lease to Lessee and Lessee hereby leases from
Lessor that certain office space (herein called "Premises") indicated on Exhibit
"A" attached hereto and by reference made a part hereof, said Premises being
agreed, for the purpose of this Lease, to have an area of approximately 10,230
RENTABLE SQUARE FEET and being situated on the 1st AND 2nd floor of that
certain Building known as, 9 COMMERCIAL BOULEVARD, NOVATO (SEE EXHIBIT "A",
FLOOR PLAN).

Said Lease is subject to the terms, covenants and conditions herein set forth
and the Lessee covenants as a material part of the consideration for this Lease
to keep and perform each and all of said terms, covenants and conditions by it
to be kept and performed and that this Lease is made upon the condition of said
performance.

3. TERM. The term of this Lease shall be for THIRTY-SIX (36) MONTHS,
commencing on THIRTY (30) DAYS FROM LEASE EXECUTION AND ENDING APRIL 15, 2002.

4. POSSESSION.

4.a. If the Lessor, for any reason whatsoever, cannot deliver possession
of the said Premises to the Lessee at the commencement of the term hereof, this
Lease shall not be void or voidable, nor shall Lessor be liable to Lessee for
any loss or damage resulting therefrom, nor shall the expiration date of the
above term be in any way extended, but in that event, all rent shall be abated
during the period between the commencement of said term and the time when Lessor
delivers possession.

4.b. In the event that Lessor shall permit Lessee to occupy the Premises
prior to the commencement date of the term, such occupancy shall be subject to
all the provisions of this Lease. Said early possession shall not advance the
termination date hereinabove provided.

5. HOLDING OVER. Any holding over after the expiration of the said term, with
or without the express consent of Lessor, shall be construed as a tenancy from
month to month, and shall be on the terms and conditions herein specified, so
far as applicable. Such holding over shall not constitute an extension of this
Lease. During such holding over, Lessee shall pay rent at one hundred twenty
five percent (125%) of the highest monthly rent paid during the term of the
Lease, and shall provide Lessor with written notice at least one month in
advance of the date of termination of such monthly tenancy of his intention to
terminate such tenancy.

6. RENT. Lessee agrees to pay to Lessor as rental, without prior notice or
demand, the sum of $16,543.00 in advance, on or before the first day of each and
every successive calendar month thereafter during the term hereof, except that
the first month's rent shall be paid upon the execution hereof. Rent for any
period during the term hereof which is for less than one (1) months shall be a
prorated portion of the monthly installment herein, based upon a thirty (30) day
month. Said rental shall be legal tender at the time of payment at the Office
of the Building, or to such other person or at such other place as Lessor may
from time to time designate in writing.

6.a. RENT ESCALATIONS. The monthly rent payable under paragraph 6
shall be adjusted as follows:
BEGINNING APRIL 1, 2000 $17,054.50 PER MONTH
BEGINNING APRIL 1, 2001 $17,566.00 PER MONTH

7. SECURITY DEPOSIT. Lessee to deposit upon execution with Lessor the sum
of $16,543.00. Said sum shall be held by Lessor as security for the faithful
performance by Lessee of all the terms, covenants, and conditions of this
Lease to be kept and performed by Lessee during the term hereof. If Lessee
defaults with respect to any provision of this Lease, including, but not
limited to the payment of rent, Lessor may (but shall not be required to)
use, apply or retain all or any part of this security deposit for the payment
of any rent or any other sum in default, or for the payment of any amount
which Lessor may spend or become obligated to spend by reason of Lessee's
default, to compensate Lessor for any other loss or damage which Lessor may
suffer by reason of Lessee's default. If any portion of said deposit is so
used or applied, Lessee shall within five (5) days after written demand
therefor, deposit cash with Lessor in an amount sufficient to restore the
security deposit to its original amount and Lessee's failure to do so shall
be a material breach of this Lease. Lessor shall not be required to keep
this security deposit separate from its general funds, and Lessee shall not
be entitled to interest on such deposit. If Lessee shall fully and faithfully
perform every provision of this Lease to be performed by it, the security
deposit or any balance thereof shall be returned to Lessee (or, at Lessor's
option, to the last assignee of Lessee's interest hereunder) at the
expiration of the Lease term.' In the event of termination of Lessor's
interest in this Lease, Lessor shall transfer said deposit to Lessor's
successor in interest.

8. OPERATING EXPENSE ADJUSTMENTS. For the purposes of this Article, the
following terms are defined as follows:

Base Year 1999 calendar year. Comparison Year: Each calendar year of the term
after the Base Year.

Direct Expenses: All direct costs of operation and maintenance, as determined
by standard accounting practices, and shall include the following costs by
way of illustration, but not be limited to: real property taxes and
assessments; water and sewer charges; insurance premiums; utilities;
janitorial services; labor; costs incurred in the management of the
Building, if any; air-conditioning and heating; elevator maintenance;
supplies; materials; equipment; and tools; including maintenance, costs, and
upkeep of all parking and common areas. ("Direct Expenses" shall not include
depreciation on the Building of which the Premises are a part or equipment
therein, loan payments, executive salaries or real estate brokers'
commissions.)

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If the Direct Expenses paid or incurred by the Lessor for the Comparison
Year on account of the operation or maintenance of the Building of which the
Premises are a part are in excess of the Direct Expenses paid or incurred for
the Base Year, then the Lessee shall pay 40% of the increase. This
percentage is that portion of the total rentable area of the Building
occupied by the Lessee hereunder. If, at any time, less than ninety-five
percent (95%) of the rentable area of the building is occupied, Direct
Expenses will be adjusted by Lessor to reasonably approximate the Direct
Expenses that would have occurred if the Building were ninety-five percent
(95%) occupied. Lessor shall endeavor to give to Lessee on or before the
first day of March of each year following the respective Comparison Year a
statement of the increase in rent payable by Lessee hereunder, but failure by
Lessor to give such statement by said date shall not constitute a waiver by
Lessor of its right to require an increase in rent. Upon receipt of the
statement for the first Comparison Year, Lessee shall pay in full the total
amount of increases due for the first Comparison Year, and in addition for
the then current year, the amount of any such increase shall be used as an
estimate for said current year and this amount shall be divided into twelve
(12) equal monthly installments and Lessee shall pay to Lessor, concurrently
with the regular monthly rent payment next due following the receipt of such
statement, an amount equal to one (1) monthly installment multiplied by the
number of months from January in the calendar year in which said statement is
submitted to the month of such payment, both months inclusive. Subsequent
installments shall be payable concurrently with the regular monthly rent
payments for the balance of that calendar year and shall continue until the
next Comparison Year's statement is rendered. If the next or any succeeding
Comparison Year results in a greater increase in Direct Expenses, then upon
receipt of a statement from Lessor, Lessee shall pay a lump sum equal to such
total increase in Direct Expenses over the Base Year, less the total of the
monthly installments to be paid for the next year, following said Comparison
Year, shall be adjusted to reflect such increase. If in any Comparison Year
the Lessee's share of Direct Expenses be less than the preceding year, then
upon receipt of Lessor's statement, any overpayment made by Lessee on the
monthly installment basis provided above shall be credited towards the next
monthly rent falling due and the estimated monthly installments of Direct
Expenses to be paid shall be adjusted to reflect such lower Direct Expenses
for the most recent Comparison Year. Lessee will be responsible for their
percentage share of operating expense pass-throughs but in no event will the
annual increase be in excess of 4% on an annual basis.

Even though the term has expired and Lessee has vacated the Premises,
when the final determination is made of Lessee's share of Direct Expenses for
the year in which this Lease terminates, Lessee shall immediately pay
increase due over the estimated expenses paid and conversely any overpayment
made in the event said expenses decrease shall be immediately rebated by
Lessor to Lessee.

Notwithstanding anything contained in this Article, the rental payable
by Lessee shall in no event be less than the rent specified in Article 6
hereinabove.

9. USE. Lessee shall use the Premises for general office purposes, storage,
model room and clean room and shall not use or permit the Premises to be used
for any other purpose without the prior written consent of Lessor.

Lessee shall not do or permit anything to be done in or about the
Premises nor bring or keep anything therein which will in any way increase
the existing rate of or affect any fire or other insurance upon the Building
or any of its contents, or cause cancellation of any insurance policy
covering said Building or any part thereof or any of its contents. Lessee
shall not do or permit anything to be done in or about the Premises which
will in any way obstruct or interfere with the rights of other Lessees or
occupants of the Building or injury or annoy them or use or allow the
Premises to be used for any improper, immoral, unlawful or objectionable
purpose, nor shall Lessee cause, maintain or permit any nuisance in, on or
about the Premises. Lessee shall not commit or suffer to be committed any
waste in or upon the Premises.

10. COMPLIANCE WITH LAW. Lessee shall not use the Premises or permit anything
to be done in or about the Premises which will in any way conflict with any law,
statute, ordinance or governmental rule or regulation now in force or which may
hereafter be enacted or promulgated. Lessee shall, at its sole cost and
expense, promptly comply with all laws, statutes, ordinances and governmental
rules, regulations or requirements now in force or which may hereafter be in
force, and with the requirements of any board of fire insurance underwriters or
other similar bodies now or hereafter constituted, relating to, or affecting the
condition, use or occupancy of the Premises, excluding structural changes not
related to or affected by Lessee's improvements or acts. The judgement of any
court of competent jurisdiction or the admission of Lessee in any action against
Lessee in any action against Lessee, whether Lessor be a party thereto or not,
that Lessee has violated any law, statute, ordinance or governmental rule,
regulation or requirement, shall be conclusive of that fact as between the
Lessor and Lessee.

11. ALTERATIONS AND ADDITIONS. Lessee shall not make or suffer to be made
any alterations, additions or improvements to or of the Premises or any part
thereof without the written consent of Lessor (consent will be assumed if
Lessor does not respond after ten (10) calendar days from receipt of written
notice) first had and obtained and any alterations, additions or improvements
to or of said Premises, including, but not limited to, wall covering,
paneling and built-in cabinet work, but excepting movable furniture and trade
fixtures, shall on the expiration of the term become a part of the realty and
belong to the Lessor and shall be surrendered with the Premises. In the
event Lessor consents to the making of any alterations, additions or
improvements to the Premises by Lessee, the same shall be made by Lessee at
Lessee's sole cost and expense, and any contractor or person selected by
Lessee to make the same must first be approved of in writing by the Lessor.
Upon the expiration or sooner termination of the term hereof, Lessee shall,
upon written demand by Lessor, given at least thirty (30) days prior to the
end of the term, at Lessee's sole cost and expense, forthwith and with all
due diligence remove any alterations, additions, or improvements made by
Lessee, designated by Lessor to be removed, and Lessee shall, forthwith and
with all due diligence at its sole cost and expense, repair any damage to the
Premises caused by such removal.

12. REPAIRS.

12.a. LESSEE OBLIGATIONS: By taking possession of the Premises, Lessee
shall be deemed to have accepted the Premises as being in good, sanitary
order, condition and repair. Lessee shall upon the expiration or sooner
termination of this Lease hereof surrender the Premises to the Lessor in good
condition, ordinary wear and tear excepted. Lessee shall upon the expiration
or sooner termination of this Lease hereof surrender the Premises to the
Lessor in good condition, ordinary wear and tear and damage from causes
beyond the reasonable control of Lessee excepted. Except as specifically
provided in this Lease, Lessor shall have no obligation whatsoever, except as
written elsewhere in this lease, to alter, remodel, improve, repair, decorate
or paint the Premises or any part thereof.

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12.b. LESSOR OBLIGATIONS: Notwithstanding the provisions of Article
12.a. hereinabove, Lessor shall repair and maintain the structural portions
of the Building, including the basic plumbing, air conditioning, heating, and
electrical systems, installed or furnished by Lessor, unless such maintenance
and repairs are caused in part or in whole by the act, neglect, fault or
omission of any duty by the Lessee, its agents, servants, employees or
invites, in which case Lessee shall pay to Lessor the reasonable cost of such
maintenance and repairs. Lessor to respond to Lessee regarding repair and
maintenance issues within five (5) business days however. Lessor shall not be
liable for any failure to make any such repairs or to perform any maintenance
unless such failure shall persist for an UNREASONABLE time after written
notice of the need of such repairs or maintenance is given to Lessor by
Lessee. Except as provided in Article 22 hereof, there shall be no abatement
of rent and no liability of Lessor by reason of any injury to or interference
with Lessee's business arising from the making of any repairs, alterations or
improvements in or to any portion of the Building or the Premises or in or to
fixtures, appurtenances and equipment therein. Lessee waives the right to
make repairs at Lessor's expense under any law, statute or ordinance now or
hereafter in effect.

12.c. LIENS. Lessee shall keep the Premises and the property in which
the Premises are situated free from any liens arising out of any work performed,
materials furnished or obligations incurred by Lessee. Lessor may require, at
Lessor's sole option, that Lessee shall provide to Lessor, at Lessee's sole cost
and expense, a lien and completion bond in an amount equal to one and one-half
(1 1/2) times any and all estimated cost of any improvements, additions, or
alterations in the Premises, to insure Lessor against any liability for
mechanics' and material men's liens and to insure completion of the work.

13. ASSIGNMENT AND SUBLETTING. Lessee shall not either voluntarily or by
operation of law assign, transfer, mortgage, pledge, hypothecate or encumber
this Lease or any interest therein, and shall not sublet the said Premises or
any part thereof, or any right or privilege appurtenant thereto, or suffer
any other person (the employees, agents, servants and invites of Lessee
excepted) to occupy or use the said Premises, or any portion thereof, without
the written consent of Lessor first had and obtained, which consent shall not
be unreasonably withheld, and a consent to one assignment, subletting,
occupation or use by another person shall not be deemed to be a consent to
any subsequent assignment, subletting, occupation or use by another person.
Any such assignment or subletting without such consent shall be void, and
shall, at the option of the Lessor, constitute a default under this Lease.
Spatialight, Inc. may sublease to Chronomotion, Inc.

14. HOLD HARMLESS. Lessee shall indemnify and hold harmless Lessor against
and from any and all claims arising from Lessee's use of Premises for the
conduct of its business or from any activity, work, or other thing done,
permitted or suffered by the Lessee in or about the Building, and shall
further indemnify and hold harmless Lessor against and from any and all
claims arising from any breach or default in the performance of any
obligation on Lessee's part to be performed under the terms of this Lease, or
arising from any act or negligence of the Lessee, or any officer, agent,
employee, guest or invitee of Lessee, and from all and against all cost,
attorney's fees, expenses and liabilities incurred in or about any such claim
or any action or proceeding brought thereon, and, in any case, should action
or proceeding be brought against Lessor by reason of any such claim, Lessee
upon notice from Lessor shall defend the same at Lessee's expense by counsel
reasonably satisfactory to Lessor. Lessee as a material part of the
consideration to Lessor hereby assumes all risk of damage to property or
injury to persons, in, upon or about the Premises, from any cause other than
Lessor's negligence, and Lessee hereby waives all claims in respect thereof
against Lessor.

Lessor or its agents shall not be liable for any damage to property
entrusted to employees of the Building, nor for loss or damage to any
property by theft or otherwise, nor for any injury to or damage to persons or
property resulting from fire, explosion, falling plaster, steam, gas,
electricity, water or rain which may leak from any part of the Building or
from the pipes, appliances or plumbing works therein or from the roof, street
or subsurface or from any other place resulting from dampness or any other
cause whatsoever, unless caused by or due to the negligence of Lessor, its
agents, servants or employees. Lessor or its agents shall not be liable for
interference with the light or other incorporeal hereditament, loss of
business by Lessee, nor shall Lessor be liable for any latent defect in the
Premises or in the Building. Lessee shall give prompt notice to Lessor in
case of fire or accidents in the Premises or in the Building or of defects
therein or in the fixtures or equipment.

15. SUBROGATION. As long as their respective insurers so permit, Lessor and
Lessee hereby mutually waive their respective rights of recovery against each
other for any loss insured by fire, extended coverage and other property
insurance policies existing for the benefit of the respective parties. Each
party shall obtain any special endorsements, if required by their insurer to
evidence compliance with the aforementioned waiver.

16. LIABILITY INSURANCE. Lessee shall, at Lessee's expense, obtain and keep
in force during the term of this Lease a policy of Combined Single Limit
Bodily Injury and Property Damage Insurance insuring Lessor and Lessee
against any liability arising out of the ownership, use, occupancy or
maintenance of the Premises and all areas appurtenant thereto. Such
insurance shall be in an amount not less than $1,000,000 per occurrence. The
limit of said insurance shall not, however, limit the liability of the Lessee
hereunder. Lessee may carry said insurance under a blanket policy,
providing, however, said insurance by Lessee shall have a Lessor's protective
liability endorsement attached thereto. If Lessee shall fail to procure and
maintain said insurance, Lessor may but shall not be required to, procure and
maintain same, but at the expense of Lessee. Insurance required hereunder,
shall be in companies rated A+, AAA or better in "Best's Insurance Guide."

17. EVIDENCE OF INSURANCE. Lessee shall deliver to Lessor prior to occupancy
of the Premises copies of policies of liability insurance required herein or
certificates evidencing the existence and amounts of such insurance with loss
payable clauses satisfactory to Lessor. No policy shall be cancellable or
subject to reduction of coverage except after ten (10) days' prior written
notice to Lessor.

18 SERVICES AND UTILITIES. Provided that Lessee is not in default
hereunder, Lessor agrees to furnish to the Premises during reasonable hours
of generally recognized business days, to be determined by Lessor at his sole
discretion, and subject to the rules and regulations of the Building of which
the Premises are a part, electricity for normal lighting and fractional
horsepower office machines, heat and air conditioning required in Lessor's
judgment for the comfortable use and occupation of the Premises, and
janitorial service. Lessor shall also maintain and keep lighted the common
stairs, common entries and toilet rooms in the Building of which the Premises
are a part. Lessor shall not be liable for, and Lessee shall not be entitled
to, any reduction of rental by reason of Lessor's failure to furnish any of
the foregoing when such failure is caused by accident, breakage, repairs,
strikes, lockouts or other labor disturbances or labor disputes of any
character, or by any other cause, similar or dissimilar, beyond the reasonable

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control of Lessor. Lessor shall not be liable under any circumstances for a
loss of or injury to property, however occurring, through or in connection with
or incidental to failure to furnish any of the foregoing. Whenever heat
generating machines or equipment are used in the Premises which affect the
temperature otherwise maintained by the air conditioning system, Lessor reserves
the right to install supplementary air conditioning units in the Premises and
the cost thereof, including the cost of installation, and the cost of operation
and maintenance thereof shall be paid by Lessee to Lessor upon demand by Lessor.

Lessee will not, without written consent of Lessor, use any apparatus or
device in the Premises, including, but without limitation thereto, electronic
data processing machines, punch card machines, and machines using in excess of
120 volts, which will in any way increase the amount of electricity usually
furnished or supplied for the use of the Premises as general office space; nor
connect with electric current except through existing electrical outlets in the
Premises, any apparatus or device, for the purpose of using electric current.
If Lessee shall require water or electric current in excess of that usually
furnished or supplied for the use of the Premises as general office space,
Lessee shall first procure the written consent of Lessor, which Lessor may
refuse, to the use thereof and Lessor may cause a water meter or electrical
current meter to be installed in the Premises, so as to measure the amount of
water and electric current consumed for any such use. The cost of any such
meters and of installation, maintenance and repair thereof shall be paid for by
the Lessee and Lessee agrees to pay to Lessor promptly upon demand therefor by
Lessor for all such water and electric current consumed as shown by said meters,
at the rates charged for such services by the local public utility furnishing
the same, plus any additional expense insured in keeping account of the water
and electric current so consumed. If a separate meter is not installed, such
excess cost for such water and electric current will be established by an
estimate made by a utility company or electrical engineer.

19. PROPERTY TAXES. Lessee shall pay, or cause to be paid, before delinquency,
any and all taxes levied or assessed and which become payable during the term
hereof upon all Lessee's leasehold improvements, equipment, furniture, fixtures
and personal property located in the Premises; except that which has been paid
for by Lessor, and is the standard of the Building. In the event any or all of
the Lessee's leasehold improvements, equipment, furniture, fixtures and personal
property shall be assessed and taxed with the Building, Lessee shall pay to
Lessor its share of such taxes within ten (10) days after delivery to Lessee by
Lessor of a statement in writing setting forth the amount of such taxes
applicable to Lessee's property.

20. RULES AND REGULATIONS. Lessee shall faithfully observe and comply with
the rules and regulations that Lessor shall from time to time promulgate.
Lessor reserves the right from time to time to make all reasonable modifications
to said rules. The additions and modifications to those rules shall be binding
upon Lessee upon delivery of a copy of them to Lessee. Lessor shall not be
responsible for the nonperformance of any said rules by any other Lessees or
occupants.

21. ENTRY BY LESSOR. Lessor shall give reasonable notice, except in an
emergency, the right to enter the Premises, inspect the same, supply janitorial
service and any other service to be provided by Lessor to Lessee hereunder, to
submit said Premises to prospective purchasers or Lessees, to post notices of
non-responsibility, and to alter, improve or repair the Premises and any portion
of the Building of which the Premises are a part that Lessor may deem necessary
or desirable, without abatement of rent and may for that purpose erect
scaffolding and other necessary structures where reasonably required by the
character of the work to be performed, always providing that the entrance to the
Premises shall not be blocked thereby, and further providing that the business
of the Lessee shall not be interfered with unreasonably. Lessee hereby waives
any claim for damages or for any injury or inconvenience to or interference with
Lessee's business, any loss of occupancy or quiet enjoyment of the Premises, and
any other loss occasioned thereby. For each of the aforesaid purposes, Lessor
shall at all times have and retain a key with which to unlock all of the doors
in, upon and about the Premises, excluding Lessee's vaults, safes and files, and
Lessor shall have the right to use any and all means which Lessor may deem
proper to open said doors in any emergency, in order to obtain entry to the
Premises without liability to Lessee except for any failure to exercise due care
for Lessee's property. Any entry to the Premises obtained by Lessor by any of
said means, or otherwise, shall not under any circumstances be construed or
deemed to be a forcible entry into. or a detainer of, the Premises, or an
eviction of Lessee from the Premises or any portion thereof.

22. RECONSTRUCTION. In the event the Premises or the Building of which the
Premises are a part are damaged by fire or other perils covered by extended
coverage insurance, Lessor agrees to forthwith repair the same; and this Lease
shall remain in full force and effect, except that Lessee shall be entitled to a
proportionate reduction of the rent while such repairs are being made, such
proportionate reduction to be based upon the extent to which the making of such
repairs shall materially interfere with the business carried on by the Lessee in
the Premises. If the damage is due to the fault or neglect of Lessee or its
employees, there shall be no abatement of rent.

In the event the Premises or the Building of which the Premises are a
part are damaged as a result of any cause other than the perils covered by
fire and extended coverage insurance, then Lessor shall forthwith repair the
same, provided the extent of the destruction be less than ten (10%) percent
of the then full replacement cost of the Premises or the Building of which
the Premises are a part. In the event the destruction of the Premises or the
Building is to an extent greater than ten (10%) percent of the full
replacement cost, then Lessor shall have the option: (1) to repair or restore
such damage, this Lease continuing in full force and effect, but the rent to
be proportionately reduced as hereinabove in this Article provided; or (2)
give notice to Lessee at any time within sixty (60) days after such damage
terminating this Lease as of the date specified in such notice, which date
shall be no less than thirty (30) and no more than sixty (60) days after the
giving of such notice. In the event of giving such notice, this Lease shall
expire and all interest of the Lessee in the Premises shall terminate on the
date so specified in such notice and the Rent, reduced by a proportionate
amount, based upon the extent, if any, to which such damage materially
interfered with the business carried on by the Lessee in the Premises, shall
be paid up to the time of such termination.

Notwithstanding anything to the contrary contained in this Article,
Lessor shall not have any obligation whatsoever to repair, reconstruct or
restore the Premises when the damage resulting form any casualty covered
under this Article occurs during the last twelve (12) months of the term of
this Lease or any extension thereof.

Lessor shall not be required to repair any injury or damage by fire or
other cause, or to make any repairs or replacements of any panels,
decoration, office fixtures, railings, floor covering, partitions, or any
other property installed in the Premises by Lessee.

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The Lessee shall not be entitled to any compensation or damages from
Lessor for loss of the use of the whole or any part of the premises, Lessee's
personal property or any inconvenience or annoyance occasioned by such
damage, repair, reconstruction or restoration.

23. DEFAULT. The occurrence of any one or more of the following events shall
constitute a default and breach of this Lease by Lessee.

23.a. The vacating or abandonment of the Premises by Lessee.

23.b. The failure by Lessee to make any payment of rent or any other
payment required to be made by Lessee hereunder, as and when due, where such
failure shall continue for a period of three (3) days after written notice
thereof by Lessor to Lessee.

23.c. The failure by Lessee to observe or perform any of the covenants,
conditions or provisions of this Lease to be observed or performed by the
Lessee, other than described in Article 24.b. above, where such failure shall
continue for a period of thirty (30) days after written notice thereof by Lessor
to Lessee; provided, however, that if the nature of Lessee's default is such
that more than thirty (30) days are reasonably required for its cure, then
Lessee shall not be deemed to be in default if Lessee commences such cure within
said thirty (30) day period and thereafter diligently prosecutes such cure to
completion.

23.d. The making by Lessee of any general assignment or general
arrangement for the benefit of creditors; or the filing by or against Lessee
of a petition to have Lessee adjudged as bankrupt, or a petition or
reorganization or arrangement under any law relating to bankruptcy (unless,
in the case of a petition filed against Lessee, the same is dismissed within
sixty (60) days; or the appointment of a trustee or a receiver to take
possession of substantially all of Lessee's assets located at the Premises or
of Lessee's interest in this Lease, where possession is not restored to
Lessee within thirty (30) days: or the attachment, execution or other
judicial seizure of substantially all of Lessee's assets located at the
Premises or of Lessee's interests in this Lease, where such seizure is not
discharged in thirty (30) days.

24. REMEDIES IN DEFAULT. In the event of any such material default or breach
by Lessee, Lessor may at any time thereafter, with or without notice or demand
and without limiting Lessor in the exercise of right or remedy which Lessor may
have by reason of such default or breach:

24.a. Terminate Lessee's right to possession of the Premises by any
lawful means, in which case this Lease shall terminate and Lessee shall
immediately surrender possession of the Premises to Lessor. In such event
Lessor shall be entitled to recover from Lessee all damages incurred by
necessary renovation and alteration of the Premises, reasonable attorney's fees,
any real estate commission actually paid; the worth at the time of award by the
court having jurisdiction thereof of the amount by which the unpaid rent for the
balance of the term after the time of such award exceeds the amount of such
rental loss for the same period that Lessee proves could be reasonably avoided;
that portion of the leasing commission paid by Lessor and applicable to the
unexpired term of this Lease. Unpaid installments of rent or other sums shall
bear interest from the date due at the rate of ten (10%) percent per annum. In
the event Lessee shall have abandoned the Premises, Lessor shall have the option
of (a) taking possession of the Premises and recovering from Lessee the amount
specified in this paragraph, or (b) proceeding under the provisions of the
following Article 25.b.

24.b. Maintain Lessee's right to possession, in which case this
Lease shall continue in effect whether or not Lessee shall have abandoned the
Premises. In such event Lessor shall be entitled to enforce all of Lessor's
right and remedies under this Lease, including the right to recover the rent
as it becomes due hereunder.

24.c. Pursue any other remedy now or hereafter available to Lessor
under the laws or judicial decision of the State in which the Premises are
located.

25. EMINENT DOMAIN. If more than twenty-five (25%) percent of the Premises
shall be taken or appropriated by any public or quasi-public authority under the
power of eminent domain, either party hereto shall have the right, at its
option, to terminate this Lease, and Lessor shall be entitled to any and all
income, rent, award, or any interest therein whatsoever which may be paid or
made in connection with such public or quasi-public use or purpose, and Lessee
shall have no claim against Lessor for the value of any unexpired term of this
Lease. If either less than or more than twenty-five (25%) percent of the
Premises is taken, and neither party elects to terminate as herein provided, the
rental thereafter to be paid shall be equitably reduced. If any part of the
Building other than the Premises may be so taken or appropriated, Lessor shall
have the right at its option to terminate this Lease and shall be entitled to
the entire award as above provided.

26. OFFSET STATEMENT. Lessee shall at any time and from time to time upon not
less than ten (10) days prior written notice from Lessor execute, acknowledge
and deliver to Lessor a statement in writing, (a) certifying that this Lease is
unmodified and in full force and effect (or, if modified, stating the nature of
such modification and certifying that this Lease as so modified, is in full
force and effect), and the date to which the rental and other charges are paid
in advance, if any, and (b) acknowledge that there are not, to Lessee's
knowledge, any uncured defaults on the part of the Lessor hereunder, or
specifying such defaults if any are claimed. Any such statement may be relied
upon by any prospective purchaser or encumbrancer of all or any portion of the
real property of which the Premises are a part.

27. PARKING. Lessee shall have the right to use a maximum of thirty (30)
parking spaces of the Building parking facilities. All parking is unassigned.

28. AUTHORITY OF PARTIES. Corporate Authority. If Lessee is a corporation,
each individual executing this Lease on behalf of said corporation represents
and warrants that he is duly authorized to execute and deliver this Lease on
behalf of said corporation, in accordance with a duly adopted resolution of
the board of directors of said corporation or in accordance with the by-laws
of said corporation, and that this Lease is binding upon said corporation in
accordance with its terms.

5
<PAGE>

29. GENERAL PROVISIONS.

29.a. Plats and Riders. Clauses, plats and riders, if any, signed by
the Lessor and the Lessee and endorsed on or affixed to this Lease are a part
hereof.

29.b. Waiver. The waiver by Lessor of any term, covenant or condition
herein contained shall not be deemed to be a waiver of such term, covenant or
condition on any subsequent breach of the same or any other term, covenant or
condition herein contained. The subsequent acceptance of rent hereunder by
Lessor shall not be deemed to be a waiver of any preceding breach by Lessee of
any term, covenant or condition of this Lease, other than the failure of the
Lessee to pay the particular rental so accepted, regardless of Lessor's
knowledge of such preceding breach at the time of the acceptance of such rent.

29.c. Notices. All notices and demands which may or are to be required
or permitted to be given by either party to the other hereunder shall be in
writing. All notices and demands by the Lessor to the Lessee shall be sent by
United States Mail, postage prepaid, addressed to the Lessee at the Premises, or
to such other places as Lessee may from time to time designate in a notice to
the Lessor. All notices and demands by the Lessee to the Lessor shall be sent
by United States Mail, postage prepaid, addressed to the Lessor at the Office of
the Building, or to such other person or place as the Lessor may from time to
time designate in a notice to the Lessee.

29.d. Right to Relocate. Lessor reserves the right to relocate Lessee,
at Lessor's expense, to comparable space elsewhere in the building, and Lessee
agrees to so relocate within forty-five (45) days of receipt by Lessee of
written notice from Lessor. Lessor to pay for all relocation costs (i.e.,
moving and telephone costs, etc.). The new space to be occupied to be of similar
quality and improvements done by lessee prior to taking occupancy of the space
or marginally better than the space to be vacated.

29.e. Joint Obligation. If there be more than one Lessee the
obligations hereunder imposed upon Lessees shall be joint and several.

29.f. Marginal Headings. The marginal headings and Article titles to
the Articles of this Lease are not a part of this Lease and shall have no
effect upon the construction or interpretation of any part hereof.

29.g. Time. Time is of the essence of this Lease and each and all of
its provisions in which performance is a factor.

29.h. Successors and Assigns. The covenants and conditions herein
contained, subject to the provisions as to assignment, apply to and bind the
heirs, successors, executors, administrators and assigns of the parties hereto.

29.i. Recordation. Neither Lessor nor Lessee shall record this Lease
or a short form memorandum hereof without the prior written consent of the other
party.

29.j. Quiet Possession. Upon Lessee paying the rent reserved hereunder
and observing and performing all of the covenants, conditions and provisions on
Lessee's part to be observed and performed hereunder, Lessee shall have quiet
possession of the Premises for the entire term hereof, subject to all the
provisions of this Lease.

29.k. Late Charges. Lessee hereby acknowledges that late payment by
Lessee to Lessor of rent or other sums due hereunder will cause Lessor to incur
costs not contemplated by this Lease, the exact amount of which will be
extremely difficult to ascertain. Such costs include, but are not limited to,
processing and accounting charges, and late charges which may be imposed upon
Lessor by terms of any mortgage or trust deed covering the Premises.
Accordingly, if any installment of rent or a sum due from Lessee shall not be
received by Lessor or Lessor's designee within ten (10) days after said amount
is due, then Lessee shall pay to Lessor a late charge equal to ten (10%) percent
of such overdue amount. The parties hereby agree that such late charges
represent a fair and reasonable estimate of the cost that Lessor will incur by
reason of the late payment by Lessee. Acceptance of such late charges by the
Lessor shall in no event constitute a waiver of Lessee's default with respect to
such overdue amount, nor prevent Lessor from exercising any of the other rights
and remedies granted hereunder.

29.l. Guaranty. As material condition of this Lease and for valuable
consideration, Lessee's performance of the conditions embodied in this Lease is
hereby guaranteed by Spatialight, Inc.

29.m. Prior Agreements. This Lease contains all of the agreements
of the parties hereto with respect to any matter covered or mentioned in this
Lease, and no prior agreements or understanding pertaining to any such
matters shall be effective for any purpose. No provision of this Lease may be
amended or added to except by an agreement in writing signed by the parties
hereto or their respective successors in interest. This Lease shall not be
effective or binding on any party until fully executed by both parties hereto.

29.n. Inability to Perform. This Lease and the obligations of the
Lessee hereunder shall not be affected or impaired because the Lessor is unable
to fulfill any of its obligations hereunder or is delayed in doing so, if such
inability or delay is caused by reason of strike, labor troubles, acts of God,
or any other cause beyond the reasonable control of the Lessor.

29.o. Attorneys' Fees. In the event of any action or proceeding
brought by either party against the other under this Lease the prevailing
party shall be entitled to recover all costs and expenses including the fees
of its attorneys in such action or proceeding in such amount as the court
may adjudge reasonable as attorneys' fees.

29.p. Sale of Premises by Lessor. In the event of any sale of the
Building, Lessor shall be and is hereby entirely freed and relieved of all
liability under any and all of its covenants and obligations contained in or
derived from this Lease arising out of any act, occurrence or omission
occurring after the consummation of such sale; and the purchaser, at such
sale or any subsequent sale of the Premises shall be deemed, without any
further agreement between the parties or their successors in interest or
between the parties and any such purchaser to have assumed and agreed to
carry out any and all of the covenants and obligations of the Lessor under
this Lease.

6
<PAGE>

29.q. Subordination, Attornment. Upon request of the Lessor, Lessee
will in writing subordinate its rights hereunder to the lien of any first
mortgage, or first deed of trust to any bank, insurance company or other
lending institution, now or hereafter in force against the land and Building
of which the Premises are a part, and upon any buildings hereafter placed
upon the land of which the Premises are a part, and to all advances made or
hereafter to be made upon the security thereof.

In the event any proceedings are brought for foreclosure, or in the event
of the exercise of power of sale under any mortgage or deed of trust made by the
Lessor covering the Premises, the Lessee shall attorn to the purchaser upon any
such foreclosure or sale and recognize such purchaser as the Lessor under this
Lease.

29.r. Name. Lessee shall not use the name of the Building or of the
development in which the Building is situated for any purpose other than as an
address of the business to be conducted by the Lessee in the Premises.

29.s. Separability. Any provision of this Lease which shall prove to
be invalid, void or illegal shall in no way effect, impair or invalidate any
other provision hereof and such other provisions shall remain in full force and
effect.

29.t. Cumulative Remedies. No remedy or election hereunder shall be
deemed exclusive but shall, wherever possible, be cumulative with all other
remedies at law or in equity.

29.u. Choice of Law. This Lease shall be governed by the laws of the
State of California.

29.v. Signs and Auctions. Lessee shall not place any sign upon the
Premises or Building or conduct any auction thereon without Lessor's prior
written consent.

30.w. Estoppel Certificate. Lessee, when presented with an estoppel
certificate, (verification and compliance of lease document) to complete within
five (5) days and return to Lessor.

30. BROKERS. Lessee is exclusively represented by LaSalle Partners, Inc.
Lessor is exclusively represented by Meridian Commercial, Inc.

31. TENANT IMPROVEMENTS. Lessor, at Lessor's cost, to paint and recarpet
the Premises within two (2) weeks of Lessee's completion of tenant
improvements. Lessee to complete all tenant improvements within two (2) weeks
of lease execution where paint and carpet are required. Lessee to assume the
cost of any and all tenant improvements, including the demising walls where
required and addition of access doors to vacant adjacent space where Lessee
may be eliminating existing doors. (i.e. The 2nd floor front vacant area of
approximately 4,995 square feet will require a new access door inset
approximately 3 feet from the hallway.)

32. VACANT SPACE. During the term of this lease and with the condition that
Lessee is or has not been in default of any aspect of their lease
obligations, Lessor to notify Lessee of any space that is vacated on the
second floor. Lessor to submit, in writing, to Lessee the acceptable terms
and conditions of the space to be vacated. If Lessee does not accept the
terms and conditions, in writing, within seven (7) days of receipt of notice
from Lessor, Lessor may offer the space to be vacated to any other potential
Lessee with no further obligation to Lessee.

34. OPTION TO RENEW. Provided that Lessee is not in default in the
performance of this Lease, Lessee will have two (2) separate one (1) year
options to renew the Lease. All of the terms and conditions of the Lease
will apply during the renewal term, except that the monthly rent will be at
fair market value. The option will be exercised by written notice given to
Lessor not less than 120 days prior to the expiration of the Lease term. If
notice is not given within the time specified, this Option will expire.

35. EXCESS ELECTRICAL USAGE. The monthly rent paid in Paragraph 6 and 6.a.
includes a $175.00 monthly charge for Lessee's anticipated excess usage of
electricity above and beyond normal building standard (7:00 a.m. to 6:00 p.m.,
Monday through Friday excepting holidays). Lessor reserves the right to re-
evaluate any excessive electricity usage per Paragraph 18, page 4 of this Lease.

LESSOR:

By: Dennis A. Gilardi Date: 3/13/99
---------------------- -----------------------

Its: Owner
--------------------

LESSEE:

By: Michael H. Burney Date: 3/15/99
--------------------- ----------------------

Its: CEO
---------------------

6
<PAGE>

RULES AND REGULATIONS

1. No sign, placard, picture, advertisement, name or notice shall be
inscribed, displayed or printed or affixed on or to any part of the outside or
inside of the Building without the written consent of Lessor first had and
obtained and Lessor shall have the right to remove any such sign, placard,
picture, advertisement, name or notice without notice to and at the expense of
Lessee. The exterior monument sign to accommodate five (5) potential tenants on
five (5) lines (not to include sublessees). All tenants' lettering to be of
equal size. All approved signs or lettering on doors shall be printed, painted,
affixed or inscribed at the expense of Lessee by a person approved of by Lessor.
Lessee shall not place anything or allow anything to be placed near the glass of
any window, door, partition or wall which may appear unsightly from outside the
Premises; provided, however, that Lessor may furnish and install a Building
standard window covering at all exterior windows. Lessee shall not without
prior written consent of Lessor cause or otherwise sunscreen any window.

2. The sidewalks, halls, passages, exits, entrances, elevators and stairways
shall not be obstructed by any of the Lessees or used by them for any purpose
other than for ingress and egress from their respective Premises.

3. Lessee to be responsible for any new locks and keys to the Premises.

4. The toilet rooms, urinals, wash bowls and other apparatus shall not be used
for any purpose other than that for which they were constricted and no foreign
substance of any kind whatsoever shall be thrown therein and the expense of any
breakage, stoppage, or damage resulting from the violation of this rule shall be
borne by the Lessee who, or whose employees or invitees shall have caused it.

5. Lessee shall not overload the floor of the Premises or in any way deface
the Premises or any part thereof.

6. No furniture, freight or equipment of any kind shall be brought into the
Building without the prior notice to Lessor and all moving of the same into
or out of the Building shall be done at such time and in such manner as
Lessor shall designate. Lessor shall have the right to prescribe the weight,
size and position of all safes and other heavy equipment brought into the
Building and also the times and manner of moving the same in and out of the
Building. Safes or other heavy objects shall, if considered necessary by
Lessor, stand on supports of such thickness as is necessary to properly
distribute the weight. Lessor will not be responsible for loss of or damage
to any such safe or property from any cause and all damage done to the
Building by moving or maintaining any such safe or other property shall be
repaired at the expense of the Lessee.

7. Lessee shall not use, keep or permit to be used or kept any foul or noxious
gas or substance in the Premises, or permit or suffer the Premises to be
occupied or used in a manner offensive or objectionable to the Lessor or other
occupants of the Building by reason of noise, odors, electromagnetic radiation,
and/or vibrations, or interfere in any way with other Lessees or those having
business therein, nor shall any animals or birds be brought in or kept in or
about the Premises or the Building.

8. Lessee shall not use or keep in the Premises of the Building any kerosene,
gasoline, or inflammable or combustible fluid or material, or use any method of
heating or air conditioning other than that supplied by Lessor. Lessee uses
minimal amounts of hazardous materials in its research, a list of which will be
given to Lessor.

9. No boring or cutting for wires will be allowed without the consent of the
Lessor. The location of telephones, call boxes and other office equipment
affixed to the Premises shall be subject to the approval of Lessor.

10. In case of invasion, mob, riot, public excitement, or other commotion, the
Lessor reserves the right to prevent access to the Building during the
continuance of the same by closing of the doors or otherwise, for the safety of
the Lessees and protection of property in the Building and the Building.

11. Lessor reserves the right to exclude or expel from the Building any person
who, in the judgment of Lessor, is intoxicated or under the influence of liquor
or drugs, or who shall in any manner do any act in violation of any of the rules
and regulations of the Building.

12. No vending machine or machines of any description shall be installed,
maintained or operated upon the Premises without the written consent of the
Lessor.

13. Lessor shall have the right, exercisable without notice and without
liability to Lessee, to change the name and street address of the Building of
which the Premises are a part.

14. Lessee shall not disturb, solicit, or canvass any occupant of the Building
and shall cooperate to prevent same.

15. Without the written consent of Lessor, Lessee shall not use the name of the
Building in connection with or in promoting or advertising the business of
Lessee except as Lessee's address.

16. Lessor shall have the right to control and operate the public portions of
the Building, and the public facilities, and heating and air conditioning, as
well as facilities furnished for the common use of the Lessees, in such
manner as it deems best for the benefit of the Lessees generally.

17. All entrance doors in the Premises shall be left locked when the
Premises are not in use, and all doors opening to public corridors shall be
kept closed except for normal ingress and egress from the Premises.

<PAGE>
<ARTICLE> 5

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