THIS INTERCREDITOR AGREEMENT (this “Intercreditor Agreement” or this “Agreement”) is made as of the _______day of November, 1998, by and among SPATIALIGHT, INC.,
a New York corporation (the “Borrower”), ARGYLE CAPITAL MANAGEMENT CORPORATION, a Delaware corporation (when acting on its own behalf, “Argyle”), each of the Persons listed on Schedule A annexed hereto, as now existing and as hereafter amended from time to time, each of whom has executed a counterpart of this Intercreditor Agreement (the Lenders listed on Schedule A are hereinafter sometimes referred to as the “November Lenders”), and each of the Persons listed on Schedule B annexed hereto, each of whom has executed a counterpart of this Intercreditor Agreement by and through his or its duly authorized agent, Argyle (the Lenders listed on Schedule B are hereinafter sometimes referred to as the “August Lenders”).

ARTICLE V

MISCELLANEOUS

SECTION 5.1 Amendments, etc. No amendment or waiver of any provision of this Agreement or consent to any departure by Argyle herefrom shall in any event be effective unless the same shall be in writing and signed by the Senior Lenders, and then such waiver or consent shall be effective only in the specific instance and the specific purpose for which given.

SECTION 5.2 Expenses. Argyle agrees to pay, on demand, to the Senior Lenders the amount of any and all reasonable expenses, including the reasonable fees and expenses of its counsel, which the Agent or any Senior Lender may incur in connection with the exercise or enforcement of any of the Senior Lenders’ rights, remedies or interests hereunder against Argyle to the extent Argyle breaches any of the covenants or provisions contained in this Agreement.

SECTION 5.3 Notices. Except as otherwise provided herein, whenever it is provided herein that any notice, demand, request, consent, approval, declaration or other communication shall or may be given to or served upon any of the parties by another, or whenever any of the parties desires to give or serve upon another any communication with respect to this Agreement, each such notice, demand, request, consent, approval, declaration or other communication shall be in writing and shall be delivered in person (or by personal delivery, delivery service or overnight courier service) with receipt acknowledged,
or telecopied with receipt acknowledged, or sent by certified mail, return receipt requested, postage prepaid, addressed as hereafter set forth, or mailed by registered mail, return receipt requested, postage prepaid, addressed as follows:

12 If to the Borrower: Spatialight, Inc. 8-C Commercial Boulevard Novato, California 94949 Attention: Michael H. Burney (415) 883-1693
(415) 883-3363 (Fax)

If to Argyle: Argyle Capital Management Corporation 14 East 82nd Street New York, NY 10028 212-517-7313 212-517-4031 (Fax)

If to any November
Lender: At the address set forth for such Lender on Schedule A annexed hereto

If to Agent: Steven F. Tripp 2021 Brook Highland Ridge Birmingham, AL 35242 205-991-3375 205-991-3376 (Fax)

If to any August
Lender: c/o Argyle Capital Management Corporation 14 East 82nd Street New York, NY 10028 212-517-7313 212-517-4031 (Fax)

or at such other address or facsimile number as may be substituted by notice given as herein provided. The giving of any notice required hereunder may be waived in writing by the party entitled to receive such notice. Every notice, demand, request, consent, approval, declaration or other communication hereunder shall be deemed to have been duly given or served on the date on which personally delivered, in person, by delivery service or by overnight courier service, with receipt acknowledged, or the date of the telecopy transmission, with receipt acknowledged or three (3) Business Days after the same shall have been deposited in the United States mail. Failure or delay in delivering copies of any notice, demand, request, consent, approval, declaration or other communication to persons designated above to receive copies shall in no way adversely affect the effectiveness of such notice, demand, approval, declaration or other communication. A copy of any notice sent by telecopier shall be sent by personal delivery or courier service. Delivery of said notice shall be deemed to have been made on the earlier of receipt of the telecopy notice or the copy of said notice sent by personal delivery or courier service.

SECTION 5.4 Governing Law. This Agreement shall be governed by, and construed in accordance with the internal laws of the State of New York.

13 SECTION 5.5 Invalidity. In the event that any provision hereof shall be deemed to be invalid by reason of the operation of any law or by reason of the interpretation placed thereon by any court, this Agreement shall be construed as not containing such provision, but only as to such jurisdictions where such law or interpretation is operative, and the invalidity of such provision shall not affect the validity of any remaining provision hereof; and any and all other provisions hereof which are otherwise lawful and valid shall remain in full force and effect.

SECTION 5.6 Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY, TO THE FULLEST EXTENT PERMITTED BY LAW, WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT UNDER OR IN CONNECTION WITH THIS AGREEMENT.

SECTION 5.7 Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. Execution and delivery by facsimile shall constitute good and valid execution and delivery unless and until replaced or substituted by an original executed instrument.

IN WITNESS WHEREOF, the parties have executed this Intercreditor Agreement as of the date set forth above.

SPATIALIGHT, INC., a New York corporation

By:

Michael H. Burney
Chief Executive Officer

ARGYLE CAPITAL MANAGEMENT CORPORATION,
a Delaware corporation

By:

 

Robert A. Olins, President

THE AUGUST LENDERS:

JERRY WHITLOCK, an individual
By: ARGYLE CAPITAL MANAGEMENT CORPORATION,
a Delaware corporation, as agent

By:

 

Robert A. Olins, President

MANSOUR RASNAVAD, an individual
By: ARGYLE CAPITAL MANAGEMENT CORPORATION,
a Delaware corporation, as agent

By:

 

Robert A. Olins, President

14

NETWORK FINANCE INCORPORATED,

a _____________________corporation,
By: ARGYLE CAPITAL MANAGEMENT CORPORATION,
a Delaware corporation, as agent

By:

Robert A. Olins, President

FARHAD AZIMA, an individual
By: ARGYLE CAPITAL MANAGEMENT CORPORATION,
a Delaware corporation, as agent

By:

Robert A. Olins, President

THE NOVEMBER LENDERS:

[Signature lines of Filing Persons omitted]

ACCEPTED AND AGREED TO:

---

Steven F. Tripp, as Agent

XHIBIT A

Schedule of Lenders

Lender Number of Shares Investment Amount —— —————- —————– Ronald A. Weyers 111,110.67 $83,333.00 Jeffrey J. Weyers 111,110.67 $83,333.00 Robert J. Weyers 111,110.67 $83,333.00 Matthew A. King 50,000.00 $37,500.00 Robert O. Rolfe 66,666.67 $50,000.00 John W. Eakin 33,333.33 $25,000.00 Bryan B. Starr, Sr. 33,333.33 $25,000.00 Bryan B. Starr, Jr. 33,333.33 $25,000.00 Robert E. Woods 66,666.67 $50,000.00 Marcia K. Tripp 133,333.33 $100,000.00 Wayne Patrick Tripp Trust 66,666.67 $50,000.00 Lisa Marie Tripp Trust 66,666.67 $50,000.00 Steven Francis Tripp 133,333.33 $100,000.00 FBO Jimmie H. Harvey, M.D. 166,666.67 $125,000.00 Birmingham Hematology & Oncology Associates, SLB Flex Prototype P/S Plan DTD 10-17-85 Jimmie H. Harvey, M.D. 166,666.67 $125,000.00
Hilliard Limited Partnership 200,000.00 $150,000.00
Dan Hilliard 133,333.33 $100,000.00 Wallace J. Hilliard Flint Trust 133,333.33 $100,000.00
Paul Klister 33,333.33 $25,000.00 Jefferson R. Cobb 100,000.00 $75,000.00