EXHIBIT
      10.2

    


    MetaVisual
      Creations Limited

    Trinity
      House

    Cambridge
      Business Park

    Cowley
      Road, Cambridge

    United
      Kingdom CB4 OWZ

    


    


    July
      30,
      2007 

    


    Paul
      Wilkins

    c/o
      MetaVisual Creations Limited

    Trinity
      House

    Cambridge
      Business Park

    Cowley
      Road, Cambridge

    United
      Kingdom CB4 OWZ

    


    Dear
      Paul: 

    


    The
      following constitutes the employment agreement (the “Agreement”) between you
      (the “Executive”) and MetaVisual Creations Limited (the “Company”), a Company
      formed under the laws of the United Kingdom and Wales. This letter also
      formalizes your promotion to and sets forth the terms of your employment as
      Chief Technology Officer and Senior Vice President - Research and Development
      of
      the Company’s parent, On2 Technologies, Inc. (“On2”), a Delaware corporation.
      The title of your position at On2 will be SVP/CTO - On2 Technologies,
      Inc.

     

    1.
      EMPLOYMENT; ACCEPTANCE OF EMPLOYMENT. The Company hereby employs the Executive
      during the Term (as defined below) on a full-time basis to render exclusive
      services to the Company as managing director. The Executive hereby accepts
      this
      employment and will render his services as required by the Company
      conscientiously, loyally, faithfully, competently and to the best of his talents
      and abilities throughout the Term in accordance with the direction and control
      of and directors of the Company (the “Directors”). Additionally, the Executive
      hereby agrees to serve as Senior Vice President and Co-Chair of the Office
      of
      Technology of On2 and to serve in such capacity to the best of his talents
      and
      abilities throughout the term in accordance with the direction and control
      of
      his designated supervisor and the board of directors of On2.

     

    2.
      TERM
      OF AGREEMENT. The initial term of this Agreement shall commence on the date
      hereof and terminate on July 30, 2010. This Agreement may be renewed by the
      Company or On2 upon 90 days’ written notice to the Executive prior to the
      expiration of the initial term or any renewal term and acceptance of such offer
      of renewal by the Executive within 10 days of receipt of such written notice.
      The initial term, as extended by any renewal term, is referred to herein as
      the
“Term.” 

     

    3.
      EXECUTIVE’S DUTIES. 

     

    a.
      In his
      capacity as Senior Vice President and Co-Chair of the Office of Technology
      of
      On2, the Executive’s duties include those services customarily rendered by a
      chief technology officer of a publicly traded company of the size of the Company
      in the Company’s industry, including those duties as described in Appendix A
      attached hereto, and such other duties and services as may reasonably be
      assigned from time to time in the conduct of the business of the Company. The
      Executive shares equal, joint responsibility for managing and co-chairing the
      Office of Technology with James Bankoski, Senior Vice President and Chief
      Technology Officer, who shall also bear the title of SVP/CTO On2
      Technologies.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    b.
      In his
      capacity as managing director of the Company, the Executive duties shall include
      the duties of a managing director of a company of the size of the Company in
      the
      Company’s industry.

     

    c.
      The
      Executive’s services shall be rendered primarily at the Company’s offices in
      Cambridge, U.K., at On2’s offices in Clifton Park, NY, USA, and at such other
      locations as the Company may from time to time reasonably request consistent
      with its business needs. Travel (and related reasonable expenses) to such
      locations other than Cambridge will be at the Company’s expense, reimbursable to
      the Executive in accordance with Section 5(b). 

     

    d.
      The
      Executive shall abide by all policies of On2 and the Company and shall, at
      all
      times, comply with all laws, rules and regulations applicable to him, in his
      capacity as an employee of the Company, promulgated by any agency, commission
      or
      other body having regulatory or another authority over the Company or its
      business. 

     

    4.
      EXCLUSIVITY, RESTRICTIVE AGREEMENTS. 

     

    a.
      During
      the Term, the Executive shall devote all of his business time, skill and
      energies exclusively to the businesses of the Company and its affiliates,
      including On2 (the “Group”).

     

    b.
      The
      Executive acknowledges that the nature of the services, position and expertise
      of the Executive are such that he is capable of competing with the Group and
      seriously damaging its business and its prospects to the detriment of its
      stockholders and employees. In consideration of the Group’s performance of its
      obligations under this Agreement, during the Term and thereafter during the
      Restricted Period (as defined below), subject to the provisions of Section
      11 of
      Appendix B (if less restrictive than the following provisions of this Section
      4(b)), the Executive shall not (i) directly or indirectly enter into the employ
      of, or render any advice or services, whether or not for compensation, to,
      any
      Person (as defined below) engaged in any Competitive Business (as defined
      below); (ii) directly or indirectly engage in any Competitive Business; (iii)
      solicit, call on or transact, or engage in any direct or indirect business
      activity, or provide assistance in such acts, for a purpose competitive with
      the
      business of the Group, with any (A) customer with whom the Group shall have
      dealt at any time preceding the termination of the Executive’s employment, or
      (B) independent contractor with whom the Group shall have dealt at any time
      preceding the termination of the Executive’s employment; (iv) influence or
      attempt to influence any then current or prospective customer or independent
      contractor of the Group to terminate or modify any written or oral agreement
      with the Group; (v) influence or attempt to influence any person, directly
      or
      indirectly, for a purpose competitive with the business of the Group, either
      (A)
      to terminate or modify an employment, consulting, agency, or other arrangement,
      whether oral or written, with the Group, or (B) to employ or retain, or arrange
      to have any other Person employ or retain, any person who has been employed
      or
      retained by the Group as an employee, consultant, or agent at any time during
      the five (5) year period immediately preceding the termination of the
      Executive’s employment; (vi) directly or indirectly have a relationship with or
      become interested, whether or not for compensation, in any Competitive Business
      as an individual, partner, member, joint venturer, shareholder, investor,
      creditor, director, manager, officer, principal, agent, employee, trustee,
      consultant, advisor or in any other relationship or capacity whatsoever or,
      in
      the case of any such company whose securities are traded on a national
      securities exchange in the United States or otherwise or in the over-the-counter
      market, acquire, directly or indirectly, an interest in excess of one percent
      (1%) of the outstanding capital stock of such company. The Group’s business is
      worldwide in scope; accordingly, the Executive agrees that the covenant not
      to
      compete contained in this Section 4(b) shall not be subject to any geographical
      limit. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    c.
      For
      purposes of this Section, any “Competitive Business” shall mean any business
      (including, for the avoidance of doubt, any division, unit, subsidiary or
      affiliate of any other business, whether or not such other business is a
      Competitive Business, unless the Executive can demonstrate upon the Company’s
      request that his employment by, engagement in, or his interest in, such unit,
      division, subsidiary or affiliate does not and will not require him to provide
      services, information, advice or relevant knowledge, skill, know-how or contacts
      to the Competitive Business during the Restricted Period) or activity which
      is
      principally engaged in the design or development of digital video compression,
      decompression or playback video technologies, video encoding software, or video
      pre-processing or post processing technologies. 

     

    d.
      For
      purposes of this Section, “Person” shall mean any corporation, limited liability
      company, partnership, joint venture, trust, individual or any other entity.
      

     

    e.
      For
      all purposes of this Section 4, “Restricted Period” shall be the period of one
      year immediately following termination of employment for whatever reason,
      including, but not limited to, resignation, termination by the Executive for
      Good Reason, termination by the Company with or without Cause (as defined below)
      or upon the expiration of the Term. 

     

    5.
      COMPENSATION. 

     

    a.
      During
      the Term the Executive shall receive base compensation at the rate of ₤90,000
      per year, payable semi-monthly by the Company or any subsidiary in accordance
      with the Company’s standard payroll policies or as otherwise may be reasonably
      agreed to by the parties. Such base compensation as may be increased from time
      to time and is hereinafter referred to as “Base Salary”. 

     

    b.
      The
      Company will reimburse the Executive for reasonable expenses related to its
      business actually incurred or paid by the Executive in the performance of his
      duties under this Agreement, including, but not limited to, home cable modem
      and
      satellite modem bills and cell phone bills, upon presentation of accountings,
      expense statements, vouchers or such other supporting information as may be
      required by the Company’s policies and upon the Company’s approval.


     

    c.
      The
      Executive shall be eligible to participate in any incentive compensation or
      other bonus scheme available to the most senior members of On2’s
      management.

     

    6.
      EXECUTIVE BENEFITS. 

     

    a.
      During
      the Term, the Executive shall be entitled to participate in such group health,
      retirement, profit sharing, and other benefits programs or plans, qualified
      or
      unqualified, including any future stock option, bonus or other incentive
      program, which are or become available to other senior executives of On2 or
      the
      Company, subject to the policies of On2 or the Company with respect to all
      of
      such programs or plans and to variations in benefits policies by geographical
      region. Nothing in this Section 6(a) shall be construed to create a contractual
      obligation to provide the Executive with any particular form or type of benefit
      or to limit the discretion of the Board or Compensation Committee of On2 or
      any
      other duly authorized or appointed plan administrator is permitted to exercise
      under any such benefit programs or plans. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    b.
      During
      the Term the Executive shall be entitled to long service holiday entitlement
      and
      other holiday entitlement as provided in Section 2 of Appendix B, to be
      scheduled on reasonable notice to the Company. 

     

    c.
      The
      foregoing provisions of this Section 6 shall be subject to the provisions of
      Sections 3 through 6 of Appendix B. In case of any inconsistency between Section
      6 and any provision of Appendix B, the provisions of Appendix B shall
      prevail.

     

    7.
      TERMINATION OF EMPLOYMENT FOR CAUSE. 

     

    a.
      The
      Company may terminate employment of Executive at any time for any of the
      following reasons, each of which is defined as “Cause” (which definition shall
      also include the provisions of Section 9.3 of Appendix B): 

     

    i.
      commission of a felony, any crime of moral turpitude or any act of material
      fraud or dishonesty;

     

    ii.
      misconduct involving fraud, dishonesty or illegality that could reasonably
      be
      expected to damage the Company, its business, operations or reputation, as
      determined by the Board;

     

    iii.
      repeated failure to satisfactorily perform material services required under
      this
      Agreement in accordance with the requests of the Board;

     

    iv.
      willful misconduct or gross negligence in the performance of his duties;


     

    v.
      alcohol or illegal drug use or abuse which materially and adversely affects
      the
      Executive’s performance of his duties hereunder or the Company or its business,
      operations or reputation;

     

    vi.
      disregard or violation of the legal rights of any employee of the Company or
      of
      the Company’s policies regarding harassment or discrimination;

     

    vii.
      material violation of any policies of the Company, the effect of which would
      be
      materially adverse to the Company or its business, operations or reputation;
      or

     

    viii.
      a
      breach of any material provision of this Agreement (including, but not limited
      to, any breach of Sections 3 or 10). 

     

    If
      the
      Company terminates the employment of the Executive for Cause, or if the
      Executive resigns during the Term, the Company’s obligations under this
      Agreement to pay further compensation shall cease forthwith, except that the
      Company will pay the Executive, within 30 days from the date of termination
      of
      his employment, in full and complete satisfaction of all of the Company’s
      obligations under this Agreement, (i) the Base Salary and, subject to submission
      of all required documentation and the Company’s approval, reimbursable expenses
      accrued (but unpaid) through the date of termination and (ii) any accrued but
      unused vacation days paid at the rate of the Executive’s Base Salary. Nothing
      contained in this Section 7(a) shall be construed to alter the Executive’s right
      under any stock option scheme pursuant to which options have been issued to
      Executive. 

     

    b.
      If the
      Executive dies during the Term, such death shall be deemed termination for
      Cause
      and the Company’s obligation to Executive’s estate shall be the same as those
      for termination for Cause as defined in Section 7(a) above. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    c.
      If, as
      a result of the Executive’s disability or incapacity during the Term due to
      physical illness or condition, or mental illness during the Term, the Executive
      is unable to perform his duties hereunder for a consecutive 6-calendar week
      period, or an aggregate period of 12 calendar weeks during any 12 months (or
      such longer period as may be required to comply with any applicable law in
      the
      United States of America or the United Kingdom), the Company shall have the
      right, upon 10 days written notice to the Executive, to terminate the
      Executive’s employment under this Agreement. Such a termination shall be deemed
      termination for Cause as defined in Section 7(a) but shall in no case become
      effective until the date at which the Company’s long-term disability plan pays
      benefits to him. 

     

    d.
      Any
      alleged breach of this Agreement by either party shall not be deemed a breach
      until such time as the breaching party shall have received written notice from
      the non-breaching party setting forth the alleged breach (“Alleged Breach
      Notice”) and the breaching party shall not have cured (if curable) the breach
      set forth in the Alleged Breach Notice in the 15 days (10 days in the case
      where
      the alleged breach relates to a default in payment) after receipt of such
      Alleged Breach Notice. If the breach set forth in the Alleged Breach Notice
      is
      not curable and has not resulted in a substantive and material adverse effect
      on
      the party sending the Alleged Breach Notice, the Company and the Executive
      shall, at the request of the other, attempt to meet and discuss such alleged
      breach before resorting to remedies or rights under this Agreement or otherwise.
      Notwithstanding the foregoing, this Section shall not apply to, and the
      Executive shall have no right to cure, a breach by him under clauses (i) and
      (iv) of the definition “Cause” contained in Section 7(a), above. 

     

    8.
      TERMINATION OTHER THAN FOR CAUSE. 

     

    a.
      If the
      Company terminates the Executive’s employment without Cause, the Company’s
      obligations under this Agreement shall be as follows: 

     

    i.
      The
      Company shall continue to pay to the Executive, or in the case of death of
      the
      Executive to his successors or legal representatives or to his estate, during
      the first to occur of (A) the 180 days immediately following such termination
      of
      employment and (B) the expiration of the Term (such period is hereinafter
      referred to as the “Severance Period”), his Base Salary on a semi-monthly basis
      as would have been paid to the Executive had his employment with the Company
      continued during the Severance period; 

     

    ii.
      The
      Company shall pay to the Executive his proportionate share of any bonus
      compensation to which he would have received had he continued to be employed
      until the end of the relevant bonus calculation period. Such bonus compensation
      shall be payable in a lump sum within 30 days of determination of Executive’s
      bonus amount; 

     

    iii.
      The
      Company shall continue to provide all benefits to the Executive during the
      Severance Period as would have been provided had employment continued, including
      medical, disability and life insurance; and 

     

    iv.
      The
      Company shall reimburse the Executive for all reasonable reimbursable expenses
      accrued (but unpaid) to the date of termination or expiration of the Term,
      subject to submission of all required documentation and the Company’s approval,
      as the case may be; and within 10 business days after such termination, any
      accrued but unused vacation days paid at Executive’s Base Salary. 

     

    b.
      If a
      termination without Cause takes effect prior to the expiration of the Term,
      all
      of the Executive’s stock options which would have vested and become exercisable
      had the Executive’s employment continued to the end of the Term in which such
      termination without Cause has occurred shall vest and become exercisable in
      accordance with their terms. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    c.
      Notwithstanding Section 8(b), if the Company terminates the Executive’s
      employment without Cause following a business combination (including, but not
      limited to, sale or purchase of assets, merger, consolidation or other
      transaction that results in the stockholders of the Company receiving liquid
      consideration for a majority of the holdings in the Company accompanied by
      a
      change in actual control of the Company), all stock options theretofore granted
      to the Executive shall vest and become exercisable in accordance with their
      terms. 

     

    d.
      The
      Executive shall further be subject to, and have the benefits of, Section 9
      of
      Appendix B, to the extent that the same relate to termination of employment
      by
      the Company without Cause.

     

    9.
      EXECUTIVE’S TERMINATION FOR GOOD REASON. 

     

    a.
      If the
      Executive terminates his employment for Good Reason (as defined below), the
      Company’s obligations to pay further compensation under Section 5 shall cease
      forthwith, except that the Company shall pay the Executive: 

     

    b.
      All
      Base Salary for the Severance Period; 

     

    c.
      Any
      amount of any bonus that has become payable with respect to a completed Calendar
      Year (as defined below) but has not been paid to the Executive; 

     

    d.
      The
      Board’s good faith estimate of the amount of a bonus, if any, that would become
      payable for the Calendar Year in which such termination occurs, based upon
      the
      goals agreed to by the Company and the Executive or established by the
      Compensation Committee of the Company for such Calendar Year: and

     

    e.
      An
      amount equal to all reasonable reimbursable expenses accrued (but unpaid) to
      the
      date of termination, subject to submission of all required documentation and
      the
      Company’s approval, as the case may be.

     

    f.
“Good
      Reason” means the occurrence of any of the following: 

     

    (i)
      the
      Executive is demoted or removed from, or does not continue to hold, the
      positions or offices described in Section 1(a) hereto or a position or office
      substantially similar in nature without his consent; or 

     

    (ii)
      the
      assignment to the Executive without his reasonable consent of any duties
      materially inconsistent in any material respect with his position or with his
      authority, duties or responsibilities as Senior Vice President and Chief
      Technology Officer, or any other action by On2 or the Company which results
      in a
      material diminution in position, authority, duties or responsibilities from
      the
      position, authority, duties or responsibilities of a co-chief technology officer
      of a company similar in size, capital structure and business to On2, excluding
      for this purpose an isolated, insubstantial and inadvertent action not taken
      in
      bad faith or inherent in the nature of a jointly-held position; 

     

    (iii)
      the
      Company fails to pay or provide when due (or reduces) the Base Salary or
      benefits to which the Executive is entitled hereunder, which failure is not
      cured (or which reduction is not corrected) within 15 days after the receipt
      by
      the Company from the Executive of his written notice referring to this provision
      and describing such failure (or reduction).

     

    g.
      “Calendar Year” means the twelve months ending December 31 in which any part of
      the Term falls.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    h.
      The
      Executive shall further be subject to, and have the benefit of Section 9 of
      Appendix B, to the extent that the same relate to termination of employment
      by
      the Executive for Good Reason.

     

    10.
      NONDISCLOSURE. 

     

    a.
      Except
      as required in order to perform his obligations under this Agreement, the
      Executive shall not, without the express prior written consent of the Company,
      for any reason, directly or indirectly, disclose or divulge to any Person or
      use
      for his own benefit or for any purpose other than the exclusive benefit of
      the
      Group any of the Group’s Confidential Information or Trade Secrets at any time
      (both during the Term and thereafter) during which such data or information
      continues to constitute Confidential Information or a Trade Secret. Except
      as
      required to be disclosed to his attorney, accountant or financial advisor,
      the
      Executive shall not disclose or divulge to any Person (particularly to any
      employee of the Company) any terms of the Executive’s compensation under this
      Agreement. Upon any termination or expiration of his employment, the Executive
      will promptly deliver to the Company all data, lists, information, memoranda,
      documents and all other property belonging to the Group or containing
      Confidential Information or Trade Secrets of the Group. 

     

    b.
      As
      used in this Agreement: 

     

    i.
      “Confidential Information” of the Group shall mean any valuable, competitively
      sensitive data and information related to the Group’s business other than Trade
      Secrets that are not generally known by or readily available to the Group’s
      competitors, including, among other things, that which relates to services
      performed by the Executive for the Group, or was created or obtained by the
      Executive while performing services for the Group or by virtue of the
      Executive’s relationship with the Group. “Confidential Information” includes,
      but is not limited to, all tangible or intangible business or financial plans,
      processes, strategies, market research and analyses, projections, methods and
      techniques, forecasts and forecast assumptions, business practices, operations
      and procedures, marketing information, customer information and other business
      information, including records, technologies, designs, patents, business plans,
      financial statements, manuals, memoranda, lists and other documentation
      respecting the Group; and 

     

    ii.
      “Trade Secrets” shall mean information or data of the Group, including but not
      limited to technical or non-technical data, compilations, programs, devices,
      methods, techniques, processes, financial data and financial plans, that: (a)
      derive economic value, actual or potential, from not being generally known
      to,
      and not being readily ascertainable by proper means by, other Persons who can
      obtain economic value from their disclosure or use; and (b) are the subject
      of
      efforts that are reasonable under the circumstances to maintain their secrecy.
      To the extent that the foregoing definition is inconsistent with a definition
      of
“trade secret” mandated under applicable law, the latter definition shall govern
      for purposes of interpreting the Executive’s obligations under this Agreement.


     

    iii.
      The
      obligations set forth in this Section shall not be applicable to any information
      which: (A) the Group has authorized the Executive in writing to publicly
      disclose, copy or use, but only to the extent of such authorization; (B) is
      generally known or becomes part of the public domain through no fault of the
      Executive; (C) is disclosed to On2 by third parties without restrictions on
      disclosure; or (D) is required to be disclosed in the context of any
      administrative or judicial proceedings; PROVIDED that, if the Executive is
      requested or becomes legally compelled to disclose any Confidential Information
      or Trade Secrets, the Executive will provide On2 with prompt written notice
      so
      that On2 may seek a protective order or other appropriate remedy and/or waive
      compliance with the provisions of this Section and the Executive will cooperate
      with On2 in any effort On2 undertakes to obtain a protective order or other
      remedy. If such a protective order or other remedy is not obtained or On2 waives
      compliance with this Section, the Executive will furnish only that portion
      of
      the Confidential Information and Trade Secrets that is legally required and
      will
      exercise all reasonable efforts to obtain reliable assurance that confidential
      treatment will be accorded the Confidential Information to be disclosed. On2
      hereby agrees to indemnify and hold harmless Executive from all costs and
      expenses, including attorneys’ fees, he incurs in carrying out his obligations
      under the provisions of this subsection 10(b)(iii) and further agrees upon
      the
      written request of Executive to advance to Executive the anticipated cost of
      complying with his obligations under such proviso provisions. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    11.
      REPRESENTATIONS AND WARRANTIES. The Executive hereby represents and warrants
      that (a) he has the right to enter into this Agreement with the Company and
      to
      grant the rights contained in this Agreement, and (b) the provisions of this
      Agreement do not violate any other contracts or agreements that the Executive
      has entered into with any other individual or entity. 

     

    12.
      SERVICES OF THE EXECUTIVE. In the course of his employment under this Agreement,
      the Executive will have access to Trade Secrets, the disclosure or unauthorized
      use of which, the Group seeks to protect and the Executive has agreed to
      protect. As a result of benefits accruing to the Executive from his access
      to
      such Trade Secrets, and of the improvement in his knowledge, and proficiency
      arising therefrom, the Executive acknowledges that (a) his services are and
      will
      remain special and extraordinary, and have and will have a peculiar value,
      the
      loss of which cannot be reasonably or adequately compensated in damages in
      any
      action at law; (b) he is willing to comply with the restrictions contained
      in
      Sections 4(b) and 4(c); (c) the restrictions contained in those Sections will
      not impair his ability to earn a living in any businesses other than those
      businesses from which he is prohibited during the time of such restriction;
      and
      (d) a material breach of his obligations under Sections 4(b), 4(c) or 10 will
      cause the Group irreparable injury and damage. It is, therefore, agreed that
      the
      Group, in addition to any other remedies, shall be entitled to injunctive and
      other equitable relief to enforce its rights under, and to prevent a breach
      of,
      Sections 4(b), 4(c) and 10 of this Agreement by the Executive. 

     

    13.
      ASSIGNABILITY ETC. This Agreement shall be nondelegable and nonassignable by
      the
      Executive, and shall inure to the benefit of heir and assigns the Executive.
      This Agreement shall be binding upon and inure to the benefit of the Company
      and
      any entity succeeding to all or substantially all of the business assets of
      the
      Company by merger, consolidation, purchase of assets or otherwise. 

     

    14.
      NOTICES. Any notice pertaining to this Agreement shall be in writing and shall
      be served by delivering said notice (i) by hand, (ii) by overnight mail by
      a
      internationally recognized carrier, (iii) by sending it by certified mail,
      postage prepaid, return receipt requested, or (iv) by confirmed fax, with notice
      confirmed, to the Executive at the address first stated above or his office
      at
      the Company, and to the Company at the addresses stated above with a copy
      to:

     

    On2
      Technologies, Inc.

    21
      Corporate Drive, Suite 103

    Clifton
      Park, NY 12065

    Attn:
      Chief Executive Officer

    


    The
      addresses for notice may be changed by notice given to the other party pursuant
      to this Section. 

     

    15.
      MISCELLANEOUS. 

     

    a.
      This
      Agreement (including its Appendices) contains the entire understanding of the
      parties to this Agreement with respect to the subject matter of this Agreement
      and supersedes all previous written and oral agreements between the parties
      with
      respect to the subject matter set forth in this Agreement. The rights granted
      to
      the Executive under Appendix B shall be in addition to the rights granted under
      the provisions of this Agreement

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    b.
      This
      Agreement may not be modified or amended except by a writing signed by the
      parties to this Agreement. 

     

    c.
      Any
      provision of this Agreement that is deemed invalid, illegal or unenforceable
      in
      any jurisdiction shall, as to that jurisdiction and subject to this Section,
      be
      ineffective to the extent of such invalidity, illegality or unenforceability,
      without affecting in any way the remaining provisions of this Agreement in
      such
      jurisdiction or rendering that or any other provision of this Agreement invalid,
      illegal or unenforceable in any other jurisdiction. If the covenant should
      be
      deemed invalid, illegal or unenforceable because its scope is considered
      excessive, such covenant shall be modified so that the scope of the covenant
      is
      reduced only to the minimum extent necessary to render the modified covenant
      valid, legal and enforceable. 

     

    d.
      The
      following provisions of this Agreement shall survive in accordance with their
      terms, the expiration or termination of this Agreement for any reason: Sections
      4, 7, 8, 9, 10, 11, 12 and 15. 

     

    e.
      A
      waiver by either party of any Section, term or condition of this Agreement
      in
      any instance shall not be deemed or construed to be a waiver of such Section,
      term or condition for the future or of any subsequent breach thereof, and any
      such waiver must be in writing, signed by the party to be charged. All rights
      and remedies contained in this Agreement are cumulative, and none of them shall
      be construed so as to limit any other right or remedy of either party.


     

    f.
      The
      headings and titles to the Sections of this Agreement are inserted for
      convenience only and shall not be deemed a part of or affect the construction
      or
      interpretation of any provisions of this Agreement. 

     

    g.
      All
      references to Sections shall be to sections and schedules of this Agreement.
      

     

    h.
      All
      references using male pronouns shall be deemed to include female pronouns.
      

     

    i.
      This
      Agreement may be signed in multiple counterparts, each of which shall be deemed
      an original. Any executed counterpart returned by facsimile shall be deemed
      an
      original executed counterpart. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    If
      the
      foregoing accurately reflects the Executive’s understanding, please countersign
      and return one counterpart of this Agreement to the Company. 

     

    Sincerely
      yours, 

     

    METAVISUAL
      CREATIONS LIMITED

     

    


    


    By:
      _________________________ 

    Name:
      

    Title:
       Director

    


    Consented
      to:

    


    ON2
      TECHNOLOGIES, INC.
      (in its
      capacity as sole stockholder of Metavisual Creations Limited)

    


    By:
      _________________________ 

    Name:
       Bill
      Joll

    Title:
       President
      and Chief Executive Officer

    


    EXECUTIVE

    


    


    


    _________________________

    Paul
      Wilkins

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    APPENDIX
      A

     

    


    Office
      of the Technology

    


    The
      Office of the Technology (“Office”) is an executive department reporting to the
      CEO focused on scientific and technical issues within a company. The Office
      will
      oversee a technical staff at the company with a focus on research related to
      video compression technologies. The principals must be responsible for creating,
      evangelizing - both internally and externally - and then implementing a
      technological strategy for the entire On2 business with the goal of
      strengthening On2’s leading position in video compression technologies and
      establishing a strategic leadership in a fast-growing video space:

    


    Responsibilities/Skills

    


    This
      office provides a technical voice in the strategic planning for a company and
      helps determine what types of products or services the company should focus
      on.

    


    A
      list of
      responsibilities/ required skills are:

    


    	·  	
            Innovate.
              Participate in research and product creation directly. Be a significant
              part of innovative products. Anticipate and leverage technology
              opportunities to maintain competitive
              advantage

          


    


    	·  	
            Manage.
              Lead and manage the research relating to technologies that are of
              significance to the company. Build internal expertise in new areas.
              Manage
              and grow the company’s technical infrastructure to support domestic and
              international growth.

          


    


    	·  	
            Advise.
              Provide advice on company products, services, strategy, and structure.
              Similar to any other corporate executive, but with a uniquely technical
              competence. Evaluate all internal technologies (On2/Hantro) and work
              with
              the Development organizations to maximize the value of existing and
              future
              products based on the analysis of these
              technologies.

          


    


    	·  	
            Value.
              Aid in the valuation of internal businesses or of potential acquisitions.
              Provide analysis and opinion on the value of product portfolios, patents,
              facilities, and skilled staff.

          


    


    	·  	
            Vision.
              Build a vision for what technology will make possible, how it will
              impact
              a company’s business area, and how to squeeze the most value from these
              changes.

          


    


    	·  	
            Communicate.
              Communicate the vision of the company to its own technical staff, to
              industry groups, and to the technical trade press. Engage these groups
              with terms from their own domain and with the personal credentials
              to be
              respected.

          


    


    	·  	
            Teamwork.
              Work with product architects, engineering and business managers to
              ensure
              that the technological strategy results in creating a thoroughly modern
              product line capable of satisfying fast changing market demands and
              thus
              maximize business objectives. Excellent consensus building and written
              and
              verbal communication skills a must.

          


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    APPENDIX
      B

    


    STATEMENT
      OF MAIN TERMS AND CONDITIONS OF EMPLOYMENT

    


    DATE
      AT WHICH INFORMATION IN THIS DOCUMENT IS CORRECT: July 30,
      2007

    


    EMPLOYEE'S
      NAME: Paul Wilkins

    


    DATE
      OF COMMENCEMENT OF EMPLOYMENT:

    


    Continuous
      period of employment, beginning with the commencement of your employment with
      MetaVisual Creations Limited (“Metavisual”) 

    


    MAIN
      PLACE OF WORK:

    


    Per
      the
      Letter Agreement, dated July 30, 2007, to which this Appendix B is attached
      (the
      "Executive Employment Agreement")

    


    JOB
      TITLE

    


    Per
      the
      Executive Employment Agreement.

    


    1.    HOURS
      OF WORK

     

    	1.1        
             	
            You
              will normally work a minimum 371/2
              hour
              week of the five days Monday to Friday inclusive, plus such time as
              is
              necessary to adequately fulfill the requirements of your
              job.

          


     

    2.     HOLIDAYS
      AND HOLIDAY PAY

     

    	2.1      
              	
            The
              holiday year is from 1 January to 31 December each
              year.

          


     

    	2.2      
              	
            The
              Company provides a holiday entitlement of 30 working days plus any
              long
              service entitlement.

          


     

    	2.3      
              	
            In
              addition to the above, you will also receive a paid holiday on or in
              respect of each of the eight Public Holidays as listed
              below:

          


     

    New
      Year's Day         May
      Day                                  
Christmas
      Day

    Good
      Friday               Spring
      Bank
      Holiday               Boxing
      Day

    Easter
      Monday          Late
      Summer Holiday

    


    	2.4      
              	
            Employees
              joining or leaving the Company during the year will be entitled to
              a
              proportion of their full entitlement of paid holiday calculated on
              a pro
              rate basis per completed week of service.

          


     

    	2.5      
              	
            You
              will continue to receive normal salary while taking annual holiday
              entitlement.

          


     

    	2.6      
              	
            Should
              you leave the Company for whatever reason and holidays taken exceed
              entitlements, then you accept as part of these Conditions of Employment
              that the Company has the right to deduct payments made in excess from
              any
              monies owing to the Company.

          


     

    	2.7      
              	
            Should
              you be absent for more than 13 weeks for any reason, the Company reserves
              the right to suspend accrual of any holiday in excess of the minimum
              4
              weeks conferred by the Working Time Regulations (this Clause will not
              apply to the Ordinary Maternity Leave
              period.)

          


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    3.     SICK
      PAY SCHEME

     

    	3.1      
              	
            In
              addition to the Statutory Sick Pay Scheme for which the qualifying
              days
              will be Monday to Friday, the Company operates a discretionary Sick
              Pay
              Scheme for employees, details of which are as
              follows:

          


    	 	 


    	3.1.1     	
            Up
              to two weeks sickness will be paid at full pay in any 12 month
               period.

          


     

    	3.2      
              	
            Any
              further discretionary sick pay will be dependent on the nature of the
              illness or injury, length of service and previous attendance record
              and a
              case meeting will be held between the Line Manager and HR to discuss
              the
              facts of the case and the employee would be advised of the outcome.
              Discretionary sick pay will not apply to short-term absenteeism that
              is
              only self-certified nor will it be offered in circumstances of sports
              injuries or where there is sufficient evidence to satisfy the Company
              that
              the absence was through the employee's own
              negligence.

          


     

    	3.3      
              	
            To
              qualify for Company sick pay, you must also comply with the requirements
              for sickness notification and certification as laid down in the Employment
              Section of the On2 Technologies Employee Handbook (the “Employee
              Handbook”).

          


     

    	3.4      
              	
            Any
              additional Company sick pay will be subject to the receipt of medical
              certification and if necessary medical reports, and are entirely at
              the
              discretion of the Company and will not create a precedent either for
              Company or for the individual.

          


     

    	3.5      
              	
            In
              the event the Company believes that an employee qualifies for further
              discretionary sick pay, as outlined above, the following guidelines
              would
              be considered.

          


     

    3.5.1 Up
      to
      three years continuous service ...........13 weeks at half pay.

     

    3.5.2 After
      three years but less than five years

    continuous
      service.............................. 13
      weeks
      at full pay.

    


    3.5.3 After
      five years continuous service.............. 13
      weeks
      at full pay and

    a
      further
      13 weeks at half pay

    


    	3.6     
              	
            The
              sick pay year, for calculation purposes, starts from the first period
              of
              absence in any 52 week period and all payments will be made up from
              any
              Statutory Sick Pay entitlement or any State Sickness
              Benefit.

          


     

    4.     HEALTH
      CARE SCHEMES

     

    	4.1     
              	
            You
              may participate free of charge in Company's private health insurance
              scheme (which is taxable as a benefit in kind) and Company's permanent
              health insurance scheme, subject to acceptance by the insurance company
              (which provides an income during prolonged absence due to total
              disablement). You would be subject to the rules of the
              schemes.

          


     

    	4.2     
              	
            You
              are advised that these benefits are only provided while still in
              employment. This provision does not imply that the company will retain
              employees who are incapable of carrying out normal contractual duties
              by
              reason of ill health. In appropriate circumstances the Company reserves
              the right to terminate employment on the grounds of capability even
              though
              this would mean that the benefit under the Private Health Insurance
              scheme
              would no longer be payable.

          


     

    5.     PENSION
      SCHEME

     

    	5.1      
             	
            All
              employees are automatically "contracted-in" to the State Earnings Related
              Pension Scheme (SERPS). Employees may choose to "contract-out" of SERPS
              either using the Company’s Group Personal Pension Scheme or a personal
              pension provider of their choice (if any). Employees are urged to seek
              Independent Financial Advice as to the suitability of "contracting-out"
              and this should be reviewed on a regular
              basis.

          


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    6.    
      LIFE
      ASSURANCE

     

    	6.1      
             	
            Company
              provides you with life assurance cover from your first day of employment
              to a level of four times basic salary subject to you being accepted
              by the
              insurance company.

          


     

    7.    GRIEVANCES

     

    	7.1     
              	
            The
              Company's grievance procedure is as detailed in the Employee
              Handbook.

          


     

    8.    
      DISCIPLINARY
      PROCEDURES

     

    	8.1      
             	
            The
              main disciplinary procedures of the Company are as detailed in the
              Employment section of the Employee
              Handbook.

          


     

    9.    
      TERMINATION
      OF EMPLOYMENT

     

    	9.1      
             	
            After
              eights months continuous service, the Company is required to give you
              and
              you are required to give the Company three months notice in writing
              irrespective of length of service. If you give notice to the Company
              to
              terminate your employment or you are given notice by the Company, it
              may
              be possible, by mutual agreement, to waive the formal periods of
              notice.

          


     

    	9.2     
              	
            If
              the Company terminates your employment without Cause (Cause is defined
              below), then you will be entitled to receive a severance
              payment.

          


     

    "Cause"
      shall mean:

     

    	(i)  	
            your
              embezzlement, willful breach of fiduciary duty or fraud with regard
              to the
              Company or any of the Company's assets or
              businesses.

          


     

    	(ii)  	
            your
              conviction of any criminal offense (other than a traffic
              violation);

          


     

    	(iii)  	
            your
              behavior, which is likely in the reasonable opinion of the company
              to
              prejudice the interests of reputation of the Company;
              or

          


     

    	(iv)  	
            any
              other breach by you of a material provision of the terms of your
              employment hereunder that remains incurred for thirty (30) days after
              written notice thereof is give to you. If the Company terminates your
              employment for Cause, the Company shall have no further obligation
              of
              liability to you relating to your employment hereunder, or the termination
              thereof, other than for your base salary earned but unpaid through
              to the
              date of termination.

          


     

    	9.3     
              	
            The
              Company has the right to dismiss employees without notice in the case
              of
              gross misconduct.

          


     

    	9.4      
             	
            The
              Company reserves the right to make deductions from an employee's salary
              upon leaving or otherwise to reclaim any outstanding monies owed by
              the
              employee to the Company.

          


     

    10.    GARDEN
      LEAVE

     

    	10.1   
              	
            The
              Company reserves the right to require you to remain at home during
              any
              notice period and remain available to attend the workplace if required.
              During any notice you may not be engaged in any capacity with another
              company without written permission

          


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    11.    RESTRAINT
      CLAUSE

     

    	11.1      	
            Due
              to the nature of your work, upon leaving the Company you are not allowed,
              for a period of one year from the date of termination, to work for
              any
              competitor of the Company, or set up a business in competition, either
              directly or indirectly, within that
              radius.

          


     

    	11.2      	
            You
              will not for one year after the termination of your employment for
              whatever reason, endeavor to solicit orders or custom from any person,
              firm or company who during the period of one year before termination
              of
              your employment have been a customer of the Company or any associated
              Company, or endeavor to influence in any way the relationship between
              any
              supplier or employee of the Company or any associated
              Company.

          


     

    	11.3    
             	
            Each
              of the clauses listed above are deemed to be independent and should
              any
              clause be judged to be unenforceable, then any such judgment will not
              make
              null and void or adversely affect the other
              clause(s).

          


     

    12.    COLLECTIVE
      AGREEMENTS

     

    	12.1   
              	
            There
              are no collective agreements, which affect the terms and conditions
              of
              your employment.

          


     

    13.    DATA
      PROTECTION

     

    	13.1   
              	
            I
              understand and agree that the Company is permitted to hold personal
              information about me as part of its personnel and other business records
              and may use such information in the course of the Company's
              business.

          


     

    14.    PROVISION
      OF BENEFITS BY THE ON2 GROUP

     

    	14.1   
              	
            I
              understand and agree that Company’s parent corporation, On2 Technologies,
              Inc. (“On2”), or any other subsidiary of On2 may, to the extent allowed by
              applicable law or regulation, provide some or all of the benefits
              described herein.

          


     

    15.    DECLARATION

     

    I
      accept
      this Statement, a copy of which has been given to me.

    


    I
      have
      also received a copy of the Employee Handbook, which I understand is part of
      my
      "terms of Employment".

    


    


    


    Signed:_______________         Dated:____________________