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                                                                     EXHIBIT 4.9

                           INVESTOR'S RIGHTS AGREEMENT


This Investor's Rights Agreement (this "AGREEMENT") is made as of January 29,
2001, by and among On2.com Inc. (the "COMPANY"), a Delaware corporation, and
Abanat Limited, a British Virgin Islands corporation. Certain capitalized terms
used in this Agreement without definition shall have the meanings given them in
Section 14 hereof.



                                    PREAMBLE

      The Holder may acquire an aggregate of up to 200 Units consisting of $2.0
million principal amount of Series A Convertible Debentures due 2005 (the
"DEBENTURES") that are convertible into shares of the Company's Common Stock,
$0.01 par value per share (the "COMMON STOCK"), and warrants (the "WARRANTS") to
purchase 1,333,400 shares of the Company's Common Stock, and may exchange its
existing 116,400 warrants for new warrants (the "NEW WARRANTS") to purchase
116,400 shares of the Company's Common Stock, pursuant to the Unit Subscription
Agreement (the "SUBSCRIPTION AGREEMENT"), dated as of the date hereof, between
the Company and the Holder.

      Pursuant to the Subscription Agreement, the Company and the Holder have
agreed to enter into this Agreement.

      NOW, THEREFORE, in consideration of the premises and mutual agreements set
forth herein, the Company and the Holder hereby agree as follows:

      1. RESTRICTIONS ON TRANSFERABILITY. None of the Restricted Securities may
be sold, assigned, transferred, pledged or otherwise disposed of, whether or not
for value, except in compliance with the terms and conditions of this Agreement.
At such time as the Restricted Securities cease to be Restricted Securities
under the terms of this Agreement, the provisions of this Agreement shall no
longer apply to the securities that theretofore were Restricted Securities.

      2. RESTRICTIVE LEGEND.

      2.1 Each certificate representing the Debentures, the Common Stock into
which such Debentures are convertible, the Warrants, the New Warrants or the
Common Stock issued upon exercise of the Warrants and New Warrants 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 SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED
            FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
            OF 1933 (THE "SECURITIES ACT"), NOR UNDER ANY STATE SECURITIES LAW
            AND SUCH SECURITIES MAY NOT BE PLEDGED, SOLD, ASSIGNED,
            HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED BY THE

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            PROVISIONS OF REGULATION S UNDER THE ACT OR PURSUANT TO REGISTRATION
            UNDER THE ACT OR AN AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING
            TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS
            IN COMPLIANCE WITH THE ACT.

            THE SALE, ASSIGNMENT, TRANSFER, PLEDGE AND OTHER DISPOSITION OF THE
            SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE
            INVESTOR'S RIGHTS AGREEMENT (THE "INVESTOR'S RIGHTS AGREEMENT"),
            DATED JANUARY 29, 2001. A COPY OF THE INVESTOR'S RIGHTS AGREEMENT IS
            ON FILE WITH THE CORPORATE SECRETARY AT THE PRINCIPAL EXECUTIVE
            OFFICES OF THE COMPANY. A COPY THEREOF MAY BE OBTAINED AT NO COST
            UPON WRITTEN REQUEST THEREFOR MADE BY THE HOLDER OF RECORD OF THIS
            CERTIFICATE TO THE CORPORATE SECRETARY AT THE PRINCIPAL OFFICES OF
            THE COMPANY.

Upon request of a holder of such a certificate, the Company shall remove the
foregoing legend from the certificate or issue to such holder a new certificate
therefor free of any transfer legend, if, with such request, the Company shall
have received either (i) a written opinion of legal counsel to the Holder who
shall be reasonably satisfactory to the Company, addressed to the Company and
reasonably satisfactory in form and substance to the Company's counsel, to the
effect that the proposed transfer of the Restricted Securities may be effected
without registration under the Securities Act or (ii) a "no-action" letter from
the Commission to the effect that the distribution of such securities without
registration will not result in a recommendation by the staff of the Commission
that action be taken with respect thereto; PROVIDED, that no such opinion of
counsel shall be required for a transfer by a Holder of Restricted Securities to
an Affiliate if the transferee agrees in writing to be subject to the terms
hereof to the same extent as if such transferee were an original Holder of
Restricted Securities hereunder.

      2.2   STOP TRANSFER INSTRUCTIONS. The Holder consents to the Company's
making a notation on its records and giving instructions to any transfer agent
of the Restricted Securities in order to implement the restrictions on transfer
established in this Agreement. The Company agrees to, upon the request of a
Holder and as expeditiously as possible, make a notation on its records and give
instructions to any transfer agent of the Restricted Securities to cease to
implement the restrictions on transfer established in this Agreement, when such
restrictions cease in accordance with the terms of this Agreement or applicable
securities law.

      3.    NOTICE AND OTHER REQUIREMENTS OF TRANSFER. The Holder will be
permitted to sell, assign, transfer, pledge or otherwise dispose of any
Restricted Securities if and only if:

            a. the intended sale, assignment, transfer, pledge or other
            disposition is permitted by the other provisions of this Agreement;
            or


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            b. there is in effect a registration statement under the Securities
            Act covering such proposed disposition and such disposition is made
            in accordance with such registration statement; or

            c. (i) the proposed sale, assignment, transfer, pledge or other
            disposition is to an Affiliate, and (ii) the Affiliate transferee,
            as a condition to the effectiveness of such sale, assignment,
            transfer, pledge or other disposition, has executed a counterpart of
            this Agreement expressly assuming the obligations of a Holder under
            this Agreement; or

            d. (i) the Holder has notified the Company of the proposed
            disposition and has furnished the Company with a statement of the
            circumstances surrounding the proposed sale, pledge or other
            disposition for value, including the name and address of the
            intended transferee, the residence of the transferee, a brief
            description of the business of the transferee and identifying the
            Restricted Securities with respect to which such rights are being
            assigned, and (ii) the intended transferee, as a condition to the
            effectiveness of such disposition, has executed a counterpart of
            this Agreement expressly assuming the obligations of the Holder
            under this Agreement; and, if the Company requests within five
            Business Days of receipt of the notice provided for in (i) the
            Holder shall also furnish the Company with an opinion of counsel,
            reasonably satisfactory to the Company, that such intended
            disposition does not require registration of such shares under the
            Securities Act.

      4.    PIGGYBACK REGISTRATION.

      4.1   NOTICE TO HOLDERS REQUIRED. If at any time or from time to time the
Company shall determine to register any shares of Common Stock for its own
account or the account of any person who holds securities of the Company that
are "restricted securities" under Rule 144, other than (a) a registration on
Form S-4 or S-8 or another form not generally available for registering the
Restricted Securities for sale to the public or (b) any registration comprised
in whole or in substantial part of shares underlying stock options or restricted
shares issued under an incentive compensation plan that has been adopted by the
Company or its predecessor, the Company will give to each Holder notice as soon
as practicable prior to filing the registration statement and include in such
registration all Registrable Securities specified in one or more written
requests which have been made within 15 Business Days after receipt of such
written notice from the Company by each Holder, except as set forth in Section
4.2

      4.2   REGISTERED PUBLIC OFFERING INVOLVING AN UNDERWRITING. If the
registration of shares of Common Stock is for a registered public offering
involving an underwritten offering, the Company shall so advise each Holder as a
part of the written notice given pursuant to Section 4.1. In such event, the
right of each Holder to registration pursuant to this Section shall be
conditioned upon such Holder's participation in such underwriting and the
inclusion of each Holder's Registrable Securities in the underwriting to the
extent provided herein. If any Holder proposes to distribute his securities
through such underwriting, the Holder shall (together with the Company and the
other holders of Common Stock distributing their securities through such
underwriting) enter into an underwriting agreement in customary form with the
underwriter or


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underwriters selected for such underwriting by the Company. The Company will use
its reasonable best efforts to include the Holder's Registrable Securities, pro
rata with all other securities of holders of piggyback registration rights, in
any such underwritten offering. Notwithstanding any provision of Section 4.1, if
the managing underwriter determines that marketing factors require a limitation
of the number of shares to be underwritten, the managing underwriter may limit
the number of Registrable Securities to be included in the underwriting or may
limit the number of Registrable Securities to be included in such registration.
The Company shall so advise the Holders, and the number of shares of Registrable
Securities and other securities that may be included in the registration and
underwriting shall be allocated among each Holder and all other holders of
Common Stock that hold rights granted by the Company to cause shares of Common
Stock held by them to be included in such registration or underwriting, in
proportion, as nearly as practicable, to the respective amounts of Registrable
Securities held by the Holder and each other such holder that are requested to
be included in the registration or underwriting. To facilitate the allocation of
shares in accordance with the above provisions, the Company or the underwriter
may round the number of shares allocated to each Holder to the nearest one
hundred shares. If any Holder disapproves of the terms of any such underwriting,
it may elect to withdraw therefrom by written notice to the Company. In the
event of any such withdrawal, the Company will include in any such registration
in lieu thereof, on a pro rata basis, any additional shares of Registrable
Securities which were requested to be included by a Holder and any other shares
requested to be included by any other piggyback right holders, which were
excluded pursuant to the above-described underwriter limitation, up to the
maximum set by such underwriter.

      4.3   The Company's obligation to file a registration statement under
Section 4, or to cause a registration statement to become and remain effective
under such Section, shall be suspended for a period not to exceed 90 days (and
for periods not exceeding, in the aggregate, 120 days in any 12-month period) if
there exists at the time material non-public information relating to the Company
which, in the reasonable opinion of the Board of Directors of the Company,
should not be disclosed.

      5.    DEMAND REGISTRATION

      5.1   NOTICE OF REGISTRATION. At any time after April 29, 2001, the Holder
may thereafter demand that a registration statement be filed with the Commission
within 30 days after the date on which the Company has received such request,
subject to the provisions of this Section 5. Subject to the terms and conditions
set forth below in this Section 5.1 and Sections 5.2 through 5.3 and Section 7,
upon the Company's receipt from a Holder of a written request that the Company
effect a registration under the Securities Act with respect to its Registrable
Securities, the Company will, as expeditiously as possible, notify the Holders
in writing of such request and use its diligent best efforts to effect all such
registrations (including, without limitation, the execution of an undertaking to
file post-effective amendments and appropriate qualifications and approvals
under the laws and regulations applicable to the Company of any applicable
governmental agencies and authorities, including applicable blue sky or other
state securities laws) as may be so requested and as would permit or facilitate
the sale and distribution of all or such portion of the Registrable Securities
as are specified in such request, PROVIDED, that (a) the Holders may not make
their request within 90 days following the effectiveness of any registered
public offering of Common Stock, unless prohibited by applicable securities
laws; (b)


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before filing any such registration statement or any amendments or supplements
thereto, the Company will (i) furnish to the Holders of Registrable Securities
which are to be included in such registration copies of all such documents
proposed to be filed, which documents will be subject to the review of the
Holders and their counsel, and (ii) give the Holders of Registrable Securities
to be included in such registration statement and their representatives the
opportunity to conduct a reasonable investigation of the records and business of
the Company and to participate in the preparation of any such registration
statement or any amendments or supplements thereto; (c) the Company shall not be
obligated to take any action to effect such registration pursuant to this
Section 5.1 after the Company has effected one such registration pursuant to
this Section 5.1 at the request of the Holder; PROVIDED, that such registration
has been declared or ordered effective by the Commission and, if the method of
distribution is a registered public offering involving an underwritten offering,
all such shares registered thereby shall have been sold pursuant thereto; and
(d) the Company shall not be required to file any registration statement under
this Section 5.1 unless the holders of at least 33% of the issued and
outstanding Registrable Securities (taken as a whole) shall have demanded in
writing that the Company file a registration statement under this Section 5.1.
With respect to any registration requested pursuant to this Section 5.1, the
Company may include in such registration any other shares of Common Stock,
subject to the restrictions set forth in Section 5.3, as to which it is
obligated to include such shares pursuant to agreements requiring such
registration.

      5.2   REGISTRATION STATEMENT. Subject to Section 5.1 above and the other
terms and conditions contained herein, the Company shall file a registration
statement covering the Registrable Securities so requested to be registered as
soon as practical, but in any event within 30 days after receipt of the request
of the Holders; PROVIDED, that if the Company shall furnish to the Holders a
certificate signed by the President of the Company stating that in the good
faith judgment and upon the consent of a majority of the Board of Directors it
would require the disclosure of material non-public information about the
Company, the disclosure of which could be seriously detrimental to the business
or financial condition of the Company or to negotiations in which it is engaged
for such registration statement to be filed at the date filing would be required
under Section 5.1 and it is therefore desirable to defer the filing of such
registration statement, in which case the Company shall have an additional
period of not more than 60 days within which to file such registration
statement.

      5.3   REGISTERED PUBLIC OFFERING INVOLVING AN UNDERWRITING. If the Holders
intend to distribute the Registrable Securities covered by their request under
Section 5.1 by means of an underwriting, they shall so advise the Company as a
part of their request made pursuant to Section 5.1. In such event, the Holders
shall negotiate in good faith with a nationally recognized underwriter or
underwriters selected by the Holders and reasonably satisfactory to the Company
with regard to the underwriting of such requested registration. The right of the
Holders to registration pursuant to this Section 5.3 shall be conditioned upon
participation by all Holders in such underwriting to the extent provided herein.
The Company shall (together with all Holders proposing to distribute their
securities through such underwriting) enter into an underwriting agreement in
customary form with the underwriter or underwriters selected pursuant to this
Section 5.3. Notwithstanding any other provision of this Section 5.3, if the
underwriter determines that marketing factors require a limitation on the number
of shares to be underwritten, the underwriter may (subject to the allocation
priority set forth below) limit the


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number of Registrable Securities to be included in the registration and
underwriting. The Company shall so advise all holders of securities requesting
registration, and the number of shares of securities that are entitled to be
included in the registration and underwriting shall be allocated in the
following priority: first, among all Holders, and any reduction among such
Holders shall be pro rata among all such persons and, for purposes of making any
such reduction, each Holder which is a partnership, together with the
affiliates, partners, employees, retired partners and retired employees of such
Holder, the estates and family members of any such partners, employees, retired
partners and retired employees and of their spouses, and any trusts for the
benefit of any of the foregoing persons shall be deemed to be a single "person,"
and any pro rata reduction with respect to such "person" shall be based upon the
aggregate number of Registrable Securities owned by all entities and individuals
included as such "person", as defined in this sentence (and the aggregate number
so allocated to such "person" shall be allocated among the entities and
individuals included in such "person" in such manner as such Holder may
reasonably determine); and second, to the Company, and third, among all other
stockholders in proportion, as nearly as practicable, to the respective amounts
of securities which they had requested to be included in such registration at
the time of filing the Registration Statement. To facilitate the allocation of
shares in accordance with the above provisions, the underwriter may round the
number of shares allocated to the Holders to the nearest one hundred shares. If
any Holder of Registrable Securities disapproves of the terms of the
underwriting, it may elect to withdraw therefrom by written notice to the
Company, the underwriter and the other Holders. In the event of any such
withdrawal, the Company will include in any such registration in lieu thereof
any additional shares of Registrable Securities which were requested to be
included by a Holder and which were excluded pursuant to the above-described
underwriter limitation up to the maximum set by such underwriter.

      6.    EXPENSES OF REGISTRATION. The Company will bear all reasonable
expenses incurred in connection with registrations pursuant to Section 4 and
Section 5, including without limitation all registration, filing and
qualification fees, printing expenses, fees and disbursements of counsel for the
Company and independent accounts for the Company and expenses of any special
audits of the Company's financial statements incidental to or required by such
registration, fees of the National Association of Securities Dealers, Inc.,
transfer taxes, fees of transfer agents and registrars' fees, but the Company
will not pay underwriters' fees, discounts or commissions relating to the
Registrable Securities or any fees or expenses legal counsel for any or all of
the Holders.

      7.    REGISTRATION PROCEDURES. If and whenever the Company is required by
the provisions of Sections 4 or 5 to use its best efforts to effect the
registration of any Registrable Securities under the Securities Act, the Company
will, as expeditiously as possible:

            (a) furnish to a single representative of the Holders, who shall
initially be Abanat Limited or such other person or entity as the Company is
instructed in writing (the "Representative") and to each managing underwriter,
if any, a reasonable time in advance of their filing with the SEC any
registration statement, amendment or supplement thereto, and any prospectus used
in connection therewith, and the Representative shall have the opportunity to
object to any information pertaining to it and its plan of distribution that is
contained therein and the Company will make the corrections reasonably required
by such Representative with respect to such information prior to filing any such
registration statement or any amendment or


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supplement thereto, and if requested in writing by the Representative, and
furnish a copy of any and all transmittal letters or other correspondence with
the SEC or any other governmental agency or self-regulatory body or other body
having jurisdiction (including any domestic or foreign securities exchange)
relating to such offering;

            (b) prepare and file with the SEC a registration statement (which,
in the case of a requested registration pursuant to Section 5, shall be on a
registration statement form which is sufficient to permit the sale or other
disposition of any or all shares of Common Stock to be included therein in
accordance with the intended method of sale or other distribution stated by the
initiating Holders, including a "shelf" registration statement under Rule 415
under the Securities Act or any successor provision) with respect to such
securities and use its best efforts to cause such registration statement to
become effective as soon as practicable and to remain effective for the period
of the distribution contemplated thereby (determined as hereinafter provided);

            (c) furnish to each seller and to each underwriter such number of
copies of the registration statements, each amendment and supplement thereto
(and, if requested in writing, all exhibits thereto and documents incorporated
by reference therein) and the prospectus included therein (including each
preliminary prospectus and prospectus) and any other prospectus filed under Rule
424 promulgated under the Securities Act relating to the Registrable Securities
and such other documents as such persons reasonably may request in order to
facilitate the public sale or other disposition of the Registrable Securities
covered by such registration statement;

            (d) after the filing of the registration statement, on the day of
receipt of knowledge thereof notify each seller of Registrable Securities and
each managing underwriter, if any, of any stop order issued or, to the knowledge
of the Company, threatened to be issued by the SEC and promptly take all
reasonably necessary actions to prevent the entry of such stop order or to
remove it if entered;

            (e) use its commercially reasonable best efforts to register or
qualify the Registrable Securities covered by such registration statement under
the securities or "blue sky" laws of any state as the sellers of Registrable
Securities, or, in the case of an underwritten public offering, the managing
underwriter reasonably shall request, and use its commercially reason-able best
efforts to obtain all appropriate registrations, permits and consents required
in connection therewith, and to keep such registrations, qualifications, permits
and consents in effect for so long as such registration statement remains in
effect and to take any other action which may be reasonably necessary to enable
the seller of Registrable Securities to consummate the disposition in such
jurisdictions of such securities; provided, however, that the Company shall not
for any such purpose be required to qualify generally to transact business as a
foreign corporation in any jurisdiction where it is not so qualified or to
consent to general service of process in any such jurisdiction;

            (f) use its commercially reasonable best efforts to list the
Registrable Securities covered by such registration statement with any
securities exchange on which the Common Stock of the Company is then listed;


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            (g) furnish, in a timely fashion, unlegended certificates
representing ownership of the Registrable Securities being sold in such
denominations as shall be requested by the seller or the lead underwriter;

            (h) on the day of receipt of knowledge thereof inform each seller
and the managing underwriter or underwriters, if any, (1) of the date on which a
registration statement or any post-effective amendment thereto has been filed
and when the same has become effective and, if applicable, of the date of filing
a Rule 430A prospectus, or (2) of the receipt by the Company of any notification
with respect to the suspension of the qualification of any Registrable
Securities for sale under the applicable securities or blue sky laws of any
jurisdiction and as soon as practicable after receipt of knowledge thereof
inform each seller and the managing underwriters, if any, of any written
comments from the SEC with respect to any filing referred to in clause (1) and
of any request by the SEC, any securities exchange, government agency,
self-regulatory body or other body having jurisdiction for any amendment of or
supplement to any registration statement or preliminary prospectus or prospectus
included therein or any offering memorandum or other offering document relating
to such offering.

            (i) on the day of receipt of knowledge thereof notify the
Representative and each underwriter under such registration statement, at any
time when a prospectus relating thereto is required by law to be delivered in
connection with sales by an underwriter or dealer, of the occurrence of an event
requiring the preparation of a supplement or amendment to such prospectus so
that, as thereafter delivered to the purchasers of such Registrable Securities
such prospectus will not contain an untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances under which they were
made, not misleading, and as promptly as practicable make available to each
seller and to each managing underwriter, if any, any such supplement or
amendment; in the event the Company shall give such notice, the Company shall
extend the period during which such registration statement shall be maintained
effective as provided in Section 7(b) hereof by the number of days during the
period from and including the date of the giving of such notice to the date when
the Company shall make available to such sellers such supplemented or amended
prospectus;

             (j) upon written request, make available for inspection by each
seller of Registrable Securities, any underwriter participating in any
distribution pursuant to such registration statement, and any attorney,
accountant or other agent retained by such seller or underwriter, financial and
other records, pertinent corporate documents and properties of the Company, and
cause the Company's officers, directors and employees to supply information
reason-ably requested by such seller, underwriter, attorney, accountant or agent
in connection with such registration statement;

            (k) enter into customary agreements (including an underwriting
agreement in customary form) and take such other actions as are reasonably
required in order to expedite or facilitate the sale of such securities,
including having one of its senior executives appear at no more than two
"roadshow" meetings to be held in New York City;


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            (l) provide a transfer agent and registrar, and a CUSIP number, for
all Registrable Securities covered by such registration statement not later than
the effective date of such registration statement; and

            (m) provide signed counterparts, addressed to each such Holder, of
an opinion of the Company's counsel and a "cold comfort" letter of the Company's
independent certified public accountants with respect to the matters customarily
covered in such documents delivered to underwriters in underwritten public
offerings.

            In connection with each registration hereunder, the sellers of
Registrable Securities will furnish to the Company in writing such information
with respect to themselves and the proposed distribution by them as reasonably
shall be necessary in order to assure compliance with federal and applicable
state securities laws.

            In connection with each registration pursuant to Sections 4 or 5
covering an underwritten public offering, the Company and each Holder agrees to
enter into a written agreement with the managing underwriter selected in the
manner herein provided in such form and containing such provisions as are
customary in the securities business for such an arrangement between such
underwriter and companies of the Company's size and investment stature.

            For purposes of Section 7(b) hereof, the period of distribution of
Registrable Securities in a firm commitment underwritten public offering shall
be deemed to extend until the earlier of the sale of all Registrable Securities
covered thereby or twelve months after the effective date thereof, and the
period of distribution of Registrable Securities in any other registration shall
be deemed to extend until the earlier of the sale of all Registrable Securities-
covered thereby or nine months after the effective date thereof.

      8.    INDEMNIFICATION.

      8.1   INDEMNITY BY THE COMPANY. If the Company registers any Registrable
Securities held by the Holder under the Securities Act pursuant to Section 4 or
Section 5, the Company will indemnify and hold harmless the Holder, and each
other person, if any, who controls the Holder, and each underwriter, if any, and
each person who controls any underwriter within the meaning of Section 15 of the
Securities Act, against any losses, claims, damages or liabilities, joint or
several, to which the Holder, the underwriter, if any, or such controlling
persons may become subject under the Securities Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of any material fact contained in any registration statement under which such
Registrable Securities were registered under the Securities Act, any preliminary
prospectus or final prospectus contained therein, or any amendment or supplement
thereof, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, or any violation by the Company of any
rule or regulation promulgated under the Securities Act or any state securities
law applicable to the Company and relating to action or inaction required of the
Company in connection with any such registration, and will reimburse the Holder
and the underwriter, their respective officers, directors and partners, and each
person controlling the Holder and the


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underwriter, for any reasonable legal and any other expenses incurred in
connection with investigating, defending or settling any such claim, loss,
damage, liability or action, provided that the Company will not be liable in any
such case to the extent that any such claim, loss, damage or liability arises
out of or is based on any untrue statement or omission based upon written
information furnished to the Company by an instrument duly executed by the
Holder or the underwriter specifically for use therein.

      8.2   INDEMNITY BY THE HOLDER. Each Holder will, if Registrable Securities
held by or issuable to the Holder are included in the securities as to which
such registration is being effected, indemnify and hold harmless the Company,
each of its directors, each officer who signs the registration statement, each
underwriter, if any, of the Company's securities covered by such a registration
statement, each person who controls the Company and each underwriter within the
meaning of the Securities Act, against all claims, losses, expenses, damages and
liabilities (or actions in respect thereof) arising out of or based on any
untrue statement (or alleged untrue statement) of a material fact contained in
any such registration statement, prospectus, offering circular or other document
made in writing by the Holder, or any omission (or alleged omission) by the
Holder to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and will reimburse the
Company, such directors, officers, partners, persons or underwriters for any
reasonable legal or any other expenses incurred by them in connection with
investigating, defending or settling any such claim, loss, damage, liability or
action, in each case to the extent, but only to the extent, that such untrue
statement (or alleged untrue statement) or omission (or alleged omission) is
made in such registration statement, prospectus, offering circular or other
document in reliance upon and in conformity with written information furnished
to the Company by an instrument duly executed by the Holder specifically for use
therein; PROVIDED, that the total amount for which the Holder, its officers,
directors and partners, and any person controlling the Holder, shall be liable
under this Section 8.2 shall not in any event exceed the proceeds (net of
underwriting discounts and commissions) received by the Holder from the sale of
Registrable Securities sold by the Holder in such registration.

      8.3   NOTICE BY THE INDEMNIFIED PARTY. Each party entitled to
indemnification under this Section 8 (the "INDEMNIFIED PARTY") shall give notice
to the party required to provide indemnification (the "INDEMNIFYING PARTY")
promptly after such Indemnified Party has actual knowledge of any claims as to
which indemnity may be sought, and shall permit the Indemnifying Party to assume
the defense of any such claim or any litigation resulting therefrom, provided
that counsel for the Indemnifying Party, who shall conduct the defense of such
claim or litigation, shall be approved by the Indemnified Party (whose approval
shall not be unreasonably withheld), and the Indemnified Party may participate
in such defense at such party's expense, and provided further that the failure
of any Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations hereunder, unless such failure resulted in
actual detriment to the Indemnifying Party. Each Indemnified Party shall furnish
such information regarding itself or the claim in question as an Indemnifying
Party may reasonably request and as shall be reasonably required in connection
with defense of such claim and litigation resulting therefrom. An Indemnified
Party shall have the right to retain its own counsel, with the fees and expenses
to be paid by the Indemnifying Party, if representation of such Indemnified
Party by the counsel retained by the Indemnifying Party would be


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inappropriate due to actual or potential differing interests between such
Indemnified Party and any other party represented by such counsel in such
proceeding, provided that in no event shall the Indemnifying Party be required
to pay the fees and expenses of more than one such separate counsel for all
Indemnified Parties. No Indemnifying Party, in the defense of any such claim or
litigation, shall, except with the consent of each Indemnified Party, consent to
entry of any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability in respect of such claim or
litigation.

      8.4 CONTRIBUTION. If the indemnification provided for in this Section is
held by a court of competent jurisdiction to be unavailable to an Indemnified
Party with respect to any loss, liability, claim, damage or expense referred to
therein, then the Indemnifying Party, in lieu of indemnifying such Indemnified
Party thereunder, shall contribute to the amount paid or payable by such
Indemnified Party as a result of such loss, liability, claim, damage or expense
in such proportion as is appropriate to reflect the relative fault of the
Indemnifying Party on the one hand and of the Indemnified Party on the other
hand in connection with the statements or omissions which resulted in such loss,
liability, claim, damage or expense as well as any other relevant equitable
considerations. The relevant fault of the Indemnifying Party and the Indemnified
Party shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission to state a
material fact relates to information supplied by the Indemnifying Party or by
the Indemnified Party and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
Notwithstanding the foregoing, the amount that the Holder shall be obligated to
contribute pursuant to this Section 8.4 shall be limited to an amount equal to
the proceeds to the Holder of the Registrable Securities sold pursuant to the
registration statement which gives rise to such obligation to contribute (less
the aggregate amount of any damages which the Holder has otherwise been required
to pay in respect of such loss, claim, damage, liability or action or any
substantially similar loss, claim, damage, liability or action arising from the
sale of such Registrable Securities).

      8.5 SURVIVAL OF INDEMNITY. The indemnification and contribution provided
by this Section shall be a continuing right to indemnification and shall survive
the registration and sale of any securities by any person entitled to
indemnification under this Agreement.

      9. LOCKUP AGREEMENT. In consideration for the Company's performance of its
obligations under this Agreement, the Holder will, in connection with any
registration of any Registrable Securities in an underwritten offering, at the
request of the Company or the underwriters managing any underwritten offering of
the Company's securities, agree not to sell, make any short sale of, loan, grant
any option for the purchase of, or otherwise dispose of any Restricted
Securities (other than those included in the registration) without the prior
written consent of the Company or such underwriters, as the case may be, for
such period of time (not to exceed 90 days) from the effective date of such
registration as the Company and the underwriters may specify, so long as
similarly situated stockholders of the Company are bound by a comparable
obligation.

      10. BOARD OF DIRECTORS. For as long as the Holders beneficially own (as
determined in accordance with Section 13(d) of the Exchange Act) at least 10% of
the outstanding Common


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<Page>

Stock of the Company, at the Holders request, the Company shall use its best
efforts to cause and maintain the election to the Board of Directors of one
designee of the Holders of a majority of the Registrable Securities; provided,
however, that such designee must be approved by the Board of Directors, which
approval shall not be unreasonably withheld. The Company shall promptly
reimburse such director for any expenses incurred by him in connection with his
activities as a director of the Company in accordance with Company policies. The
Company shall indemnify such director against liability to the fullest extent
permitted by applicable law.

      11.   HOLDERS' COOPERATION.

      11.1  INFORMATION REGARDING HOLDERS. Each Holder shall promptly furnish to
the Company such information regarding the Holder and the distribution proposed
by the Holder as the Company may request in writing and as shall be required in
connection with any registration referred to herein.

      11.2  OBLIGATIONS OF THE HOLDERS. The Holders will not (until further
notice by the Company) effect sales thereof (or deliver a prospectus to any
purchaser) after receipt of telegraphic or written notice from the Company to
suspend sales to permit the Company to correct or update a registration
statement or prospectus. At the end of the period during which the Company is
obligated to keep any registration statement filed under Section 4 or Section 5
current and effective as required by applicable law, the Holders shall
discontinue sales of shares pursuant to such registration statement upon receipt
of notice from the Company of its intention to remove from registration the
shares of Registrable Securities covered by such registration statement that
remain unsold, and the Holders shall notify the Company of the number of such
shares registered that remain unsold immediately upon receipt of such notice
from the Company.

      12.   RULE 144. With a view to making available to the Holders the
benefits of certain rules and regulations of the Commission which may permit the
sale of the Restricted Securities to the public without registration, the
Company agrees to:

      (a)   make and keep public information available, as those terms are
            understood and defined in Rule 144; and

      (b)   use its best efforts to file with the Commission in a timely manner
            all reports and other documents required of the Company under the
            Securities Act and the Exchange Act.

      13.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
represents and warrants to the Holder as follows:

      13.1  The execution, delivery and performance of this Agreement by the
Company have been duly authorized by all requisite corporate action and will not
violate any provision of law, any order of any court or other agency of
government, the Certificate of Incorporation or Bylaws of the Company or any
provision of any indenture, agreement or other instrument to which it or any of
its properties or assets is bound, conflict with, result in a breach of or
constitute (with due notice or lapse of time or both) a default under any such
indenture, agreement or other


                                       12
<Page>

instrument or result in the creation or imposition of any lien, charge or
encumbrance of any nature whatsoever upon any of the properties or assets of the
Company.

      13.2  This Agreement has been duly executed and delivered by the Company
and constitutes the legal, valid and binding obligation of the Company,
enforceable in accordance with its terms, subject to (i) applicable bankruptcy,
insolvency, reorganization, fraudulent conveyance and moratorium laws and other
laws of general application affecting enforcement of creditors' rights generally
and (ii) the availability of equitable remedies as such remedies may be limited
by equitable principles of general applicability (regardless of whether
enforcement is sought in a proceeding in equity or at law).

      14.   DEFINITIONS. As used in this Agreement, the following terms shall
have the following meanings:

            a. "AFFILIATE" shall have the meaning given to it under Rule 405 of
            the Securities Act.

            b. "BUSINESS DAY" means any day other than a Saturday, Sunday or a
            day on which commercial banks in New York City are required or
            authorized to close.

            c. "COMMISSION" shall mean the U. S. Securities and Exchange
            Commission, or any other federal agency at the time administering
            the Securities Act.

            d. "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
            amended, or any similar United States statute and the rules and
            regulations thereunder, all as the same shall be in effect at the
            time.

            e. "HOLDER" or "HOLDERS" shall mean Abanat Limited and, if
            applicable, any other person who holds Restricted Securities and who
            has assumed the obligations of the Holder under this Agreement
            pursuant to Section 3(d).

            f. "REGISTER," "REGISTERED" and "REGISTRATION" shall refer to a
            registration effected by preparing and filing a registration
            statement in compliance with the Securities Act, and the declaration
            or ordering of the effectiveness of such registration statement, and
            compliance with applicable state securities laws of such states in
            which the Holder notifies the Company of its intention to offer
            Registrable Securities.

            g. "REGISTRABLE SECURITIES" shall mean any shares of Common Stock
            into which the Debentures are convertible or were converted and any
            shares of Common Stock issuable or issued upon due exercise of the
            Warrants and New Warrants; provided, however, that Registrable
            Securities shall only be treated as Registrable Securities if and so
            long as, they have not been (A) sold to or through a broker or
            dealer or underwriter in a public distribution or a public
            securities transaction or (B) sold in a transaction exempt from the
            registration and prospectus delivery requirements of the Securities
            Act so that all transfer restrictions and restrictive legends with
            respect thereto are removed upon the consummation of such sale.


                                       13
<Page>

            h. "RESTRICTED SECURITIES" shall mean the Debenture, any shares of
            Common Stock into which the Debentures are convertible, the
            Warrants, the New Warrants and any shares of Common Stock issuable
            upon due exercise of the Warrants and the New Warrants, in each case
            only to the extent the same have not been sold to the public. As to
            any particular Restricted Securities, such securities shall cease to
            be Restricted Securities when (i) a registration statement with
            respect to the sale of such securities shall have become effective
            under the Securities Act and such securities shall have been
            disposed of under such registration statement, (ii) such securities
            shall have become eligible for resale pursuant to Rule 144(k) and
            any restrictive legend on certificates representing such securities
            shall have been removed, (iii) such securities shall have been
            otherwise transferred or disposed of, and (x) new certificates
            therefore not bearing a legend restricting further transfer shall
            have been delivered by the Company, and (y) subsequent transfer or
            disposition of them shall not require their registration or
            qualification under the Securities Act or any similar state law then
            in force or compliance with Rule 144, or (iv) such securities shall
            have ceased to be outstanding. Notwithstanding the foregoing,
            Restricted Securities shall not include otherwise Restricted
            Securities (i) sold by a person in a transaction in which his rights
            under this Agreement are not properly assigned; or (ii) (A) sold to
            or through a broker or dealer or underwriter in a public
            distribution or a public securities transaction, or (B) sold in a
            transaction exempt from the registration and prospectus delivery
            requirements of the Securities Act under Section 4(1) thereof if all
            transfer restrictions, and restrictive legends with respect thereto,
            if any, are removed upon the consummation of such sale.

            i. "RULE 144" shall mean Rule 144 under the Securities Act or any
            successor or similar rule as may be enacted by the Commission from
            time to time.

            j. "SECURITIES ACT" shall mean the Securities Act of 1933, as
            amended, or any similar United States statute and the rules and
            regulations thereunder, all as the same shall be in effect at the
            time.

      15.   MISCELLANEOUS.

      15.1  AMENDMENTS. This Agreement may be amended only by a written
instrument executed by the Holders and the Company.

      15.2  COUNTERPARTS. This Agreement may be executed in any number of
counterparts, all of which shall constitute a single instrument.

      15.3  NOTICES. Any notice, demand, request, waiver or other communication
required or permitted to be given hereunder shall be in writing and shall be
deemed to be delivered when received by certified mail, postage prepaid, return
receipt requested, when delivered by an expedited delivery service or when sent
by facsimile or e-mail after confirmation. All notices shall be directed to the
parties at the respective addresses set forth below or to such other address as
either party may, from time to time, designate by notice to the other party:


                                       14
<Page>

If to the Company:      145 Hudson Street
                        New York, New York 10013
                        Attn: CFO and General Counsel
                        Tel: (917) 237-0500
                        Fax: (917) 237-1544

With copies to:         McGuire Woods LLP
                        9 West 57th Street
                        Suite 1620
                        New York, New York 10019
                        Attn:  William Newman, Esq.
                        Tel:  (212) 548-2160
                        Fax:  (212) 548-2150

If to the Holder:       Abanat Limited

                        _____________________
                        _____________________
                        Attn:
                        Tel:
                        Fax:

With copies to:         White & Case LLP
                        1155 6th Avenue, 40th Floor
                        New York, NY  10036
                        Attn:  Kevin Keogh, Esq.
                        Tel:  (212) 819-8200
                        Fax:  (212) 354-8113

      15.4 ASSIGNABILITY. This Agreement and all of the provisions hereof shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns. Neither this Agreement nor any
rights, duties or obligations hereunder shall be assigned by any party hereto
without the prior written consent of the other parties hereto, except that
vested rights to receive payment or to initiate legal action with respect to
causes of action that have accrued hereunder shall be assignable by devise,
descent or operation of law.

      15.5 SEVERABILITY. If any provision of this Agreement shall be held to be
illegal, invalid or unenforceable, such illegality, invalidity or
unenforceability shall attach only to such provision and shall not in any manner
affect or render illegal, invalid or unenforceable any other provision of this
Agreement, and this Agreement shall be carried out as if any such illegal,
invalid or unenforceable provision were not contained herein.

      15.6 GOVERNING LAW; VENUE. (a) This Agreement shall be governed by and
construed under the laws of the State of New York without regard to principles
of conflict of law. Each of the parties hereby (i) irrevocably consents and
agrees that any legal or equitable action or proceeding arising under or in
connection with this Agreement shall be brought exclusively in the Federal or
state courts sitting in New York, New York, and any court to which an appeal may


                                       15
<Page>

be taken in any such litigation, and (ii) by execution and delivery of this
Agreement, irrevocably submits to and accepts, with respect to any such action
or proceeding, for itself and in respect of its properties and assets, generally
and unconditionally, the jurisdiction of the aforesaid courts, and irrevocably
waives any and all rights such party may now or hereafter have to object to such
jurisdiction.

            (b) Each of the Company and the other parties hereto waives its
right to a jury trial with respect to any action or claim arising out of any
dispute in connection with this agreement, any rights or obligations hereunder
or the performance of such rights and obligations. Except as prohibited by law,
each of the Company and the other parties hereto hereby waives any right it may
have to claim or recover in any litigation referred to in the preceding sentence
any special, exemplary, punitive or consequential damages or any damages other
than, or in addition to, actual damages. Each of the Company and other parties
hereto (x) certifies that no representative, agent or attorney of any party
hereto has represented, expressly or otherwise, that such party would not, in
the event of litigation, seek to enforce the foregoing waivers and (y)
acknowledges that the parties hereto have been induced to enter into this
Agreement by, among other things, the waivers and certifications contained
herein.

                            [Signature Page Follows]



                                       16
<Page>





      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.


                                    THE COMPANY:

                                    ON2.COM INC.


                                    By:
                                       ---------------------------------------
                                    Name:
                                    Title:


                                    THE HOLDER:

                                    ABANAT LIMITED


                                    By:
                                       ---------------------------------------
                                    Name:
                                    Title:





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