REGISTRATION RIGHTS AGREEMENT



      This Registration Rights Agreement (this "Agreement") is made and entered

into as of April ___, 2005, by and between On2 Technologies, Inc., a Delaware

corporation (the "Company"), and Wildform, Inc., a California corporation

("Wildform").



      This Agreement is made pursuant to the Support and Maintenance Agreement

dated as of April ___, 2005 (the "Flix Agreement") by and between the Company

and Wildform pursuant to which, among other matters, On2 has agreed to issue to

Wildform 280,000 unregistered shares of Common Stock of the Company in payment

for services to be rendered by Wildform to On2.



      The parties agree as follows:



                                    ARTICLE I



      Section 1.01. Definitions. Capitalized terms used herein without

definition shall have the meanings given to them in (i) the Asset Purchase and

Software License Agreement dated as of April 4, 2005 (the "Asset Purchase

Agreement") by and between the Company and Wildform or (ii) the Flix Agreement.

The terms set forth below are used herein as so defined:



            "Commission" has the meaning specified therefor in Section 1.02 of

this Agreement.



            "Common Stock" means the common stock, par value .01 per share, of

the Company.



            "Exchange Act" shall mean the Securities Exchange Act of 1934, as

amended, and the rules and regulations promulgated thereunder.



            "Holder" means Wildform.



            "Inspector" has the meaning specified therefor in Section 2.01 this

Agreement.



            "Losses" has the meaning specified therefor in Section 2.07 of this

Agreement.



            "Person" means any individual, corporation, limited liability

company, partnership, joint venture, association, joint-stock company, business

trust, trust or unincorporated entity.



            "Records" has the meaning specified therefor in Section 2.03 of this

Agreement.



            "Registrable Securities" means the Shares, until such time as such

securities cease to be Registrable Securities pursuant to Section 1.02 hereof.



            "Registration Expenses" has the meaning specified therefor in

Section 2.06 of this Agreement.



            "Registration Statement" has the meaning specified therefor in

Section 2.01 of this Agreement.



            "Securities Act" has the meaning specified therefor in Section 1.02

of this Agreement.



{PAGE}



            "Shares" means 280,000 shares of Common Stock issued to Wildform in

connection with the Flix Agreement. -



      Section 1.02 Restrictions on Transferability. None of the Registrable

Securities may be sold, assigned, transferred, pledged or otherwise disposed of,

whether or not for value, except in compliance with applicable securities laws.

The Holder will be permitted to sell, assign, transfer, pledge or otherwise

dispose Registrable Securities only (i) if a Registration Statement covering

such Registrable Security has been declared effective by the Securities and

Exchange Commission (the "Commission") and such Registrable Security has been

sold or disposed of pursuant to such effective Registration Statement; (ii) such

Registrable Security is disposed of pursuant to Rule 144 (or any similar

provision then in force) under the Securities Act of 1933, as amended, and the

rules and regulations promulgated thereunder (the "Securities Act"); (iii) such

Registrable Security is eligible to be, and at the time of determination can be,

disposed of pursuant to paragraph (k) of Rule 144 (or any similar provision then

in force) under the Securities Act; or (iv) (iv) such transfer of the

Registrable Securities is exempt from the registration requirements under the

Securities Act. (each of (i) through (iv) above shall be a "Disposition Event").

Upon the occurrence of a Disposition Event, the provisions of this Agreement

shall no longer apply to the shares of the Common Stock that theretofore were

Registrable Securities and such shares shall cease to be Registrable Securities.



      Section 1.03 Restrictive Legend.



      (a) Shares of Stock. Each certificate representing Registrable Securities

shall be stamped or otherwise imprinted with a legend substantially in the

following form (in addition to any legend required under applicable state

securities laws or otherwise):



THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND

HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES

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