SUPPORT AND MAINTENANCE AGREEMENT



      SUPPORT AND MAINTENANCE AGREEMENT dated as of April __, 2005 (the

"Effective Date"), between On2 Technologies, Inc., a Delaware corporation

("On2"), and Wildform, Inc., a California corporation ("Wildform"). Capitalized

terms used herein and not defined herein shall have the meanings given to them

in Asset Purchase Agreement (as defined below).



                                   WITNESSETH:



      WHEREAS, On2 and Wildform have entered into an Asset Purchase And Software

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

pursuant to which, among other matters, Wildform has agreed to sell and license

certain assets to On2; and



      WHEREAS, in connection with the Asset Purchase Agreement, On2 desires for

Wildform to provide certain services to On2, and Wildform wishes to perform such

services in accordance herewith.



      NOW, THEREFORE, subject to the terms, conditions, covenants and provisions

of this Agreement, each of On2 and Wildform mutually covenant and agree as

follows:



                                    ARTICLE I



                                   DEFINITIONS



      For purposes hereof, each of the following terms shall have the respective

meaning set forth below, whether employed in the singular or plural, unless the

particular context in which a term is used clearly indicates otherwise:



      1.1 "Closing Date Payment Amount" shall have the meaning set forth in the

Asset Purchase Agreement.



      1.2 "Common Stock" means the common stock of On2, par value $0.01.



      1.3 "Confidential Information" means any and all information disclosed by

one Party (the "Disclosing Party") to the other Party (the "Receiving Party"),

in any manner, prior to the Effective Date and thereafter during the Term.

Confidential Information may include, but is not limited to, the following types

of information and other information of a similar nature, in any form or medium,

in any way perceived: trade secrets, software licensed on an evaluation basis

hereunder (whether source code, executable code or otherwise), source code,

inventions, art, drawings, schematics, files, file data, documentation,

diagrams, specifications, know how, processes, formulas, flow charts, product

criteria, research and development records, procedures, test results and

samples, marketing techniques and materials, marketing and development plans,

pricing data, price lists, business plans, information relating to customer

identities, supplier or other source identities, and financial information.



{PAGE}



Confidential Information of a Disclosing Party may also include any information

described above, whether or not owned or developed by it, and any such

information Disclosing Party is obligated to keep confidential by way of a

written agreement with a third party. Notwithstanding the foregoing,

Confidential Information shall not include any of the foregoing that (i) is or

becomes generally available to the public other than as a result of a disclosure

by the Receiving Party, (ii) is rightfully in the possession of Receiving Party

prior to disclosure by Disclosing Party, (iii) is received by Receiving Party

from a third party having the right to make such disclosure and not under a

confidentiality obligation to the Disclosing Party, or (iv) is independently

developed by the Receiving Party without reference to or use of any Confidential

Information of the Disclosing Party.



      1.4 "Deliverable" means each item to be delivered by Wildform in

accordance with Exhibit B hereto.



      1.5 "Development Work" means the customization and integration of the Flix

Software to be performed by Wildform and described on Exhibit B hereto



      1.6 "Exchange Act" means the Securities and Exchange Act of 1934, as

amended.



      1.7 "Flix Software" means the following software in source code and object

code form: Flix Pro 4 for Windows, Flix Pro 4 for Windows Demo, Flix Pro 3 for

Mac, Flix Pro 3 for Mac Demo, Flix Engine 3.5 for Windows, Flix Engine 3.5 for

Windows Demo, Flix Exporter 4 for Windows (including Flix FLV player) Flix

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC