Exhibit 10.17


                      SEPARATION AND CONSULTANCY AGREEMENT


      This Separation and Consultancy Agreement (this "Agreement") is entered
into as of this 2nd day of February, 2006 by and between Douglas A. McIntyre, an
individual currently residing at 33 Highview Road, Pound Ridge, New York 10576
(the "Executive"), and On2 Technologies, Inc., a Delaware corporation (the
"Company") (Executive and Company are referred to collectively hereafter as, the
"Parties").

      In consideration of the mutual execution of this Agreement, and the
covenants, promises and releases herein, the Parties agree as follows:

      1. Termination of Employment and all Other Relationships. The termination
of Executive's employment with the Company and Executive's resignation from the
Company's Board of Directors (the "Board") and all offices and other
relationships with the Company or any of its subsidiaries (including as
President and Chief Executive Officer of the Company) will be effective as of
February 2, 2006 (the "Termination Date"). The employment agreement between the
Executive and the Company dated as of April 17, 2000, as amended, will terminate
as of the Termination Date.

      2. Compensation.

      (a) Executive shall be entitled to receive the unpaid portion, if any, of
his salary earned through the Termination Date, in accordance with the Company's
standard payroll procedures, any expense reimbursements for expenses incurred
while Executive was in the employ of the Company, duly submitted and approved in
accordance with the Company's expense policy and any accrued but unused vacation
time through the Termination Date.

      (b) All vested stock options held by the Executive on the Termination Date
shall remain exercisable during the three-month period following the Termination
Date and shall thereupon terminate and all unvested stock options held by
Executive on the Termination Date automatically terminated on the Termination
Date.

      (c) The Company agrees that it will consider a request by Executive made
prior to the expiration of the three-month period set forth in Section 2(b) to
extend the period during which the vested stock options are exercisable. The
Company may grant or deny any such request at its discretion in light of the
facts and circumstances at the time.

      (d) It is expressly agreed and understood that, in addition to any other
rights the Company may have, if Executive exercises Executive's right of
revocation in accordance with the provisions set forth in Section 19 during the
seven-day waiting period referred to in such section, then the Company shall not
be required to pay to Executive the amounts set forth in Section 3 hereof.

<PAGE>

      3. Independent Consultancy.

      (a) From and after the Termination Date through the earlier of (i) January
31, 2007 or (ii) the termination date elected by the Company pursuant to Section
3(c) below (such period referred to as the "Transition Period"):

      i.    Executive shall work for the Company as an independent consultant.

      ii.   As an independent consultant, Executive shall work and cooperate
            with the Board and the Company in a productive and professional
            manner in order to effect a smooth and orderly transition of
            Executive's job responsibilities.

      iii.  During the Transition Period, Executive shall have such day-to-day
            responsibilities as are reasonably delegated to him by the Board or
            the President or Chief Executive Officer of the Company, and
            Executive shall make himself reasonably available to report to,
            update and advise the President or Chief Executive Officer on his
            activities. During the Transition Period, Executive shall be an
            independent contractor providing services to the Company and shall
            have none of the powers of an officer or executive of the Company,
            Executive shall have no power or authority to act for or take any
            action on behalf of the Company, and Executive shall have no power
            or authority to bind the Company in any manner.

      iv.   During the Transition Period, Executive shall comply with all of
            Executive's obligations hereunder and all applicable laws and all
            policies and standards of conduct as may be reasonably set by the
            Company for executive employees generally.

      (b) During the Transition Period, in accordance with the terms hereof,
provided that Executive does not exercise Executive's right of revocation set
forth in Section 19, the Company shall pay to Executive the sum of $14,423.08 on
the 1st and 15th day of each month during the Transition Period (such amounts,
the "Transitional Payments"), it being understood that if Executive exercises
Executive's right of revocation in accordance with the provisions set forth in
Section 19, Executive shall not be entitled to receive, and the Company shall
not be obligated to pay to Executive, the Transitional Payments, or any portion
thereof.

      (c) Notwithstanding anything herein to the contrary, the Company may in
its sole discretion elect to terminate the Transition Period at any time prior
to the expiration of such period, in which case, the Executive shall be entitled
to receive the sum of $14,423.08 and Executive shall not be entitled to receive,
and the Company shall not be obligated to pay to Executive, any portion of the
Transitional Payments that becomes payable after the date of such election.

      4. Cooperation. During and after the Transition Period, Executive will
cooperate with the Company and its subsidiaries by making himself available, at
reasonable times and at no out-of-pocket expense to Executive, to testify on
behalf of the Company or any subsidiary or affiliate of the Company in any
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative, and to reasonably assist the Company or any such subsidiary or
affiliate in any such action, suit, or proceeding by providing information and
meeting and consulting with the Board or its representatives or counsel, or
representatives or counsel to the Company or any such subsidiary or affiliate,
as reasonably requested by the Company.

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<PAGE>

      5. Health Continuation Coverage.

      (a) Executive shall be eligible to elect continuation of medical and
dental insurance coverage under the Consolidated Omnibus Budget Reconciliation
Act, as amended ("COBRA"), in accordance with its terms, unless it is later
discovered by the Company that the Executive engaged in gross misconduct prior
to the Termination Date. Executive acknowledges that Executive received written
notice from the Company of Executive's right under COBRA to elect to continue
medical and dental insurance coverage effective as of the Termination Date.

      (b) Subject to Executive's electing COBRA, Executive and his eligible
dependents shall be entitled to receive such COBRA continuation coverage from
the Company, at the Company's expense, through January 31, 2007. Thereafter,
Executive shall be responsible for the cost of his and his eligible dependents'
medical and dental insurance coverage under COBRA for the remainder of the
continuation coverage period.

      6. Confidentiality.

      (a) Executive shall not, directly or indirectly, misappropriate, disclose,
copy, memorize, use, reproduce, sell or make available to anyone at any time or
for Executive's direct or indirect benefit or the direct or indirect benefit of
any other person or entity, any information obtained in connection with
Executive's employment or during the Transition Period which is Confidential
Information or proprietary to the Company. "Confidential Information" shall
include, without limitation (whether or not reduced to writing), (i) all
information which has been developed by the Company and is unique to the Company
and the unauthorized disclosure or use of which would reduce the value of such
information to the Company, (ii) the Company's client lists and prospective
client lists, (iii) the Company's trade secrets, inventions, processes,
formulae, programs and technical data, (iv) any confidential information about
or provided by any client or customer or prospective or former client or
customer of the Company, and (v) information concerning the Company's business
or financial affairs, including its books and records, commitments, procedures,
plans and prospects, financial products developed by it, its securities
positions, investment and trading strategies, and current or prospective
transactions or business. Notwithstanding the foregoing, it is understood that
Confidential Information does not include information (i) that is or becomes
generally available to the public other than as a result of an act or omission
by Executive or as result of a breach of this Agreement, or (ii) that Executive
receives on a non-confidential basis from a source other than the Company or any
of its clients, officers, directors, employees, shareholders or affiliates,
provided that Executive, after making due inquiry, is not aware that such source
is subject to a contractual, legal, fiduciary or other obligation of
confidentiality with respect to such information. Nothing set forth in this
Section 6(a) shall be interpreted to prohibit Executive from disclosing any such
information as may be required by applicable law or as may be requested by any
governmental body in connection with an inquiry, investigation or action;
provided, that, Executive shall provide reasonable prior written notice to the
Company in the event Executive is required to disclose any Confidential
Information permitted by this sentence.

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      (b) For purposes of Sections 6, 7, 8 and 9 of this Agreement, the term
"Company" shall be deemed to include any stockholder, subsidiary or affiliate of
the Company.

      7. Return of Property and Documents; Innovations Acknowledgement.

      (a) Executive represents and warrants that Executive has returned to the
Company all Company property in his possession (including, without limitation,
computers, materials, records and documents), and has retained no copies
(electronic or otherwise) of, any written or electronic materials, records and
documents made by Executive or coming into Executive's possession or control in
Executive's capacity as an employee, officer, or board member during the course
of Executive's employment with the Company, which contain, relate or refer to,
any proprietary or Confidential Information, provided however that Executive may
retain his rolodex or similar written or electronic phone directories to the
extent they do not contain Confidential Information other than name, address,
telephone number or similar contact information. Notwithstanding the foregoing,
Executive may temporarily retain possession of such Company property as the
Board or the President determines is reasonably necessary for him to perform his
assigned duties during the Transition Period. Executive agrees that at the
expiration of the Transition Period, he will return to the Company all such
Company property in his possession, whether obtained prior to the Termination
Date or during the Transition Period, and that he will retain no copies of any
written materials, records and documents made by Executive or coming into
Executive's possession or control during the course of Executive's performing
his services to the Company prior to the Termination Date or during the
Transition Period, which contain, relate or refer to, any proprietary or
Confidential Information. Nothing contained herein shall be deemed a waiver of
the attorney-client and attorney work-product privileges.

      (b) Executive understands and acknowledges that any invention, process,
innovation or other property (intellectual or otherwise) that he developed
during the term of his employment with the Company or that he develops during
the Transition Period which relates to the business of the Company during either
of such periods and which is reducible to tangible form or evidenced in writing
is the property of the Company. Executive agrees to cooperate with the Company
in evidencing or supporting any rights the Company has with respect to the
property described in this Section 7(b).

      8. Non-Disparagement.

      (a) Executive covenants and agrees that Executive shall in no way
disparage, attempt to discredit, or otherwise call into disrepute, the Company
or its subsidiaries, affiliates, successors, assigns, officers, directors,
employees, shareholders, agents or any of their products or services, in any
manner that would damage the business or reputation of the Company, its products
or services or its subsidiaries, affiliates, successors, assigns, officers,
directors, employees or agents. Executive further covenants and agrees that
Executive shall not otherwise engage in conduct which could reasonably be
expected to disrupt, damage, impair or interfere with the business reputation of
the Company. Without limiting the foregoing, Executive shall

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not make any comments or statements to the press, employees or former employees
of the Company, any client or prospective or former client of the Company, any
individual or entity with whom the Company has a business relationship or any
other person, if such comment or statement could adversely affect the conduct of
the business of the Company, or any of its plans or prospects or the business
reputation of the Company or any of its products or services or that of any of
its current or former employees or Board members, except (i) truthful statements
made in compliance with legal process, governmental inquiry or as required by
legal filing or disclosure requirements, (ii) consistent with the foregoing
sentence, Executive may disclose or describe in general the circumstances of his
departure from the Company to a prospective employer or recruiter, or (iii) as
in good faith deemed necessary to rebut any untrue or misleading statements by
the Company. Neither the Company nor any officer or director of the Company
shall disparage, attempt to discredit, or otherwise call into disrepute,
Executive in any manner that would damage the reputation of Executive, provided
that the foregoing shall not apply to (i) actions or statements taken or made in
good faith within the Company in fulfilling duties with the Company, (ii)
truthful statements made in compliance with legal process, governmental inquiry
or as required by legal filing or disclosure requirements, or (iii) as in good
faith deemed necessary to rebut any untrue or misleading statements by
Executive.

      (b) Executive shall not issue any press release or make any public
statement (including, without limitation, on the internet) relating to the
Company, Executive's employment with the Company or Executive's termination of
employment with the Company without the prior written consent of the Company
(acting through the Board), in its sole discretion, except (and to the extent)
as may be required by applicable law. The Company shall not issue any press
release or make any public statement relating to the Executive's employment with
the Company or Executive's termination of employment with the Company without
the prior written consent of Executive, in his sole discretion, except (and to
the extent) as may be required by applicable law.

      9. Non-Solicitation.

      (a) During the Transition Period and the twelve-month period following the
Transition Period (the "Restricted Period"), the Executive will not, directly or
indirectly, without the prior written consent of the Company, solicit or induce,
or attempt to solicit or induce, any employee or other personnel of the Company
to terminate, alter or lessen that person's affiliation with the Company or to
violate the terms of any agreement or understanding with the Company.

      (b) Executive represents and warrants that prior to the Termination Date,
Executive has not engaged in any of the foregoing actions set forth in Section 8
or 9(a) above.

      10. Mutual Release and Waiver.

      (a) Executive hereby acknowledges that a portion of the consideration
Executive receives under this Agreement is in addition to anything of value to
which Executive is already entitled.

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      (b) Executive (for himself, his agents, heirs, successors, assigns,
executors and/or administrators) does hereby and forever release and discharge
the Company and its past and present parent, subsidiaries, affiliates,
predecessors or other related entities, and the respective employees, agents and
affiliates thereof, as well as the successors, shareholders, partners, members,
officers, directors, heirs, predecessors, assigns, agents, employees, attorneys
and representatives of each of them, past or present, from any and all causes of
action, actions, judgments, liens, debts, contracts, indebtedness, damages,
losses, claims, liabilities, rights, interests and demands of whatsoever kind or
character, known or unknown, suspected to exist or not suspected to exist,
anticipated or not anticipated, whether or not heretofore brought before any
state or federal court or before any state or federal agency or other
governmental entity, which Executive has or may have against any released person
or entity by reason of any and all acts, omissions, events or facts occurring or
existing prior to the date hereof, including, without limitation, all claims
attributable to the employment of Executive, all claims attributable to the
termination of that employment, and all claims arising under contract, tort,
common law, or any federal, state or other governmental statute, regulation or
ordinance or common law, provided, that, the foregoing release shall not apply
to any rights of Executive under this Agreement. This release includes, but is
not limited to, all claims of discrimination in employment under the Federal Age
Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the
Americans with Disabilities Act, and other federal, state, or local law.

      (c) Executive represents that he has provided to date truthful and
complete information to the Company's outside attorneys, and, aside from those
disclosures, knows of no other facts or circumstances arising out of his actions
or omissions on which a claim or action could be asserted against the Company or
its subsidiaries. Based upon the foregoing representation, the Company does
hereby and forever release and discharge Executive, his heirs, assigns,
representatives and successors from any and all causes of action, actions,
judgments, liens, debts, contracts, indebtedness, damages, losses, claims,
liabilities, rights, interests and demands of whatsoever kind or character,
known or unknown, suspected to exist or not suspected to exist, anticipated or
not anticipated, whether or not heretofore brought before any state or federal
court or before any state or federal agency or other governmental entity, which
the Company has or may have against Executive by reason of any and all acts,
omissions, events or facts occurring or existing prior to the date hereof
relating to or arising out of Executive's employment, including, without
limitation, all claims attributable to the employment of Executive, and all
claims attributable to the termination of that employment, excepting only those
obligations expressly recited to be performed hereunder; provided, that, the
foregoing release shall not apply to claims which the Company has or may have
against Executive by reason of any willful misconduct, criminal acts or acts of
fraud of Executive involving the Company or its subsidiaries.

      (d) Except for those obligations created by or arising out of this
Agreement and except as limited in this Agreement, it is the intention of
Executive and the Company in executing this Agreement that the same shall be
effective as a bar to each and every claim, demand and cause of action
hereinabove specified. In furtherance of this intention, Executive and the
Company hereby expressly and mutually consent that this Agreement shall be given
full force and effect according to each and all of its express terms and
provisions, including those related to unknown and unsuspected claims, demands
and causes of action, if any, as well as those relating to any other claims,
demands and causes of action hereinabove specified.

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<PAGE>

      11. Sole Entitlement. Executive acknowledges and agrees that no
compensation or benefits are owing to Executive by the Company or its
subsidiaries except as set forth in this Agreement.

      12. Remedies. The Company and Executive each acknowledge and agree that
their respective rights under this Agreement are of a specialized and unique
character, that a monetary remedy for a breach of the agreements set forth in
this Agreement will be inadequate and impracticable and that immediate and
irreparable damage will result to the Company or Executive (the "Aggrieved
Party") if the other (the "Aggrieving Party") fails to or refuses to perform its
obligations under this Agreement. Notwithstanding any election by any person to
claim damages from the Company or Executive, as the case may be, as a result of
any such failure or refusal, the Aggrieved Party may, in addition to any other
remedies and damages available, seek temporary and permanent injunctive relief
(without the posting of a bond or other security) in a court of competent
jurisdiction to restrain any such failure or refusal and the Aggrieving Party,
on its own behalf and on behalf of its affiliates (in the case of the Company),
waives any defense that the Aggrieved Party has an adequate remedy at law. The
Aggrieving Party agrees that, in addition to all other remedies available at law
or in equity, the Aggrieved Party shall be entitled to such injunctive relief,
including temporary restraining orders, preliminary injunctions and permanent
injunctions as a court of competent jurisdiction shall determine.

      13. No Admissions. Nothing in this Agreement is nor shall it be construed
as being an admission of wrongdoing or liability by either Executive or the
Company.

      14. Severability. The Parties expressly agree that the character, duration
and geographical scope of the provisions set forth in this Agreement are
reasonable in light of the circumstances as they exist on the date hereof. If a
court of competent jurisdiction determines that the character, duration or
geographical scope of the provisions of this Agreement are unreasonable, then it
is the intention and the agreement of the Parties hereto that the provisions
hereof shall be construed by the court in such a manner as to impose only those
restrictions on each party's respective conduct that are reasonable in light of
the circumstances and as are necessary to assure to each party the benefits of
this Agreement. If, in any judicial proceeding, a court shall refuse to enforce
all of the separate covenants deemed included herein because taken together they
are more extensive than necessary to assure to each Party the intended benefits
of this Agreement, it is expressly understood and agreed by the Parties hereto
that the provisions hereof that, if eliminated, would permit the remaining
separate provisions to be enforced in such proceeding, shall be deemed
eliminated, for the purposes of such proceeding, from this Agreement.

      15. Entire Agreement; All Other Agreements Superseded. This Agreement
constitutes the entire agreement of the Parties with respect to the subject
matter hereof and supersedes all prior and contemporaneous oral and written
agreements and discussions with respect to the subject matter hereof. There are
no other agreements, written or oral, express or implied, between the parties
hereto, concerning the subject matter hereof, except as set forth herein. This
Agreement may be amended or modified only by written agreement of the parties.

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      16. Governing Law. This Agreement and all disputes or controversies
arising out of or relating to this Agreement or the transactions contemplated
hereby shall be governed by, and construed in accordance with, the internal laws
of the State of New York, without regard to the laws of any other jurisdiction
that might be applied because of the conflicts of laws principles of the State
of New York, except where corporate law is applicable in which case the law of
the State of Delaware shall apply.

      17. Dispute Resolution.

      (a) Subject to Section 12 hereof, any dispute, controversy or claim
arising out of or relating to any provision of this Agreement and any
instruments or agreements delivered in connection herewith or the
interpretation, enforceability, performance, breach, termination or validity
hereof or thereof, including without limitation, this arbitration clause, shall
be determined exclusively through a final and binding arbitration to be held in
New York City, New York, administered and conducted before a single arbitrator
pursuant to the National Rules For Resolution of Employment Disputes of the
American Arbitration Association; provided, however, that this Section 17 shall
not apply to any cross-claim made by the Company against Executive in litigation
brought by a third party. The claims subject to arbitration include, without
limitation, all matters concerning, relating to or arising out of this Agreement
and Executive's employment or its termination. Judgment upon the award of the
arbitrator may be rendered in any court of competent jurisdiction. The
arbitrator shall be selected by mutual agreement of the parties within 30 days
of the effective date of the notice initiating the arbitration and shall be a
former jurist or an attorney with substantial experience in employment matters.
The arbitrator's authority and jurisdiction shall be limited to determining the
dispute in arbitration in conformity with law to the same extent as if such
dispute were determined as to liability and remedy by a court without a jury.
The arbitrator shall render an award which shall include a written statement of
opinion setting forth the arbitrator's findings of fact and conclusions of law.
EXECUTIVE AND THE COMPANY EXPRESSLY WAIVE ALL RIGHTS TO A JURY TRIAL IN COURT ON
ALL STATUTORY OR OTHER CLAIMS.

      (b) Each party shall pay its own attorney fees and costs including,
without limitation, fees and costs of any experts. However, attorney fees and
costs incurred by the party that prevails in any arbitration commenced pursuant
to this Section 17 or any judicial action or proceeding seeking to enforce the
agreement to arbitrate disputes as set forth in this Section 17 or seeking to
enforce any order or award of any arbitration commenced pursuant to this Section
17 may be assessed against the Party or Parties that do not prevail in such
arbitration in such manner as the arbitrator or the court in such judicial
action, as the case may be, may determine to be appropriate and lawful under the
circumstances.

      18. Assignment; Successors. Neither this Agreement nor any of the rights,
interests or obligations under this Agreement may be assigned or delegated, in
whole or in part, by operation of law or otherwise, by either party without the
prior written consent of the other party, and any such assignment without such
prior written consent shall be null and void; provided, however, that the
Company may assign this Agreement to any affiliate or successor of the Company
without the prior consent of Executive. Subject to the preceding sentence, this
Agreement will be binding upon, inure to the benefit of, and be enforceable by,
the Parties and their respective successors and assigns.

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      19. Waiting Period and Right of Revocation. EXECUTIVE ACKNOWLEDGES (SAYS)
THAT EXECUTIVE IS AWARE THAT AND IS HEREBY ADVISED THAT EXECUTIVE HAS THE RIGHT
TO CONSIDER THIS AGREEMENT FOR TWENTY-ONE DAYS BEFORE SIGNING IT AND THAT IF
EXECUTIVE SIGNS THIS AGREEMENT PRIOR TO THE EXPIRATION OF TWENTY-ONE DAYS,
EXECUTIVE IS WAIVING (GIVING UP) THIS RIGHT FREELY AND VOLUNTARILY. EXECUTIVE
ALSO ACKNOWLEDGES (SAYS) THAT EXECUTIVE IS AWARE OF AND IS HEREBY ADVISED THAT
EXECUTIVE HAS THE RIGHT TO REVOKE (CANCEL) THE PORTION OF THIS AGREEMENT
RELEASING AGE DISCRIMINATION CLAIMS UNDER THE FEDERAL AGE DISCRIMINATION IN
EMPLOYMENT ACT FOR A PERIOD OF SEVEN CALENDAR DAYS FOLLOWING THE SIGNING OF THIS
AGREEMENT AND THAT IT SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE
REVOCATION (CANCELLATION) PERIOD HAS EXPIRED. TO REVOKE (CANCEL) THE APPLICABLE
PORTION OF THIS AGREEMENT, EXECUTIVE MUST DELIVER WRITTEN NOTICE OF SAME TO THE
COMPANY WITHIN SEVEN CALENDAR DAYS OF SIGNING IT. SHOULD EXECUTIVE REVOKE, THE
COMPANY SHALL HAVE THE RIGHT, IN ITS SOLE DISCRETION, TO TERMINATE OR NOT
TERMINATE THE REMAINDER OF THE AGREEMENT.

      20. Attorney Advice. EXECUTIVE ACKNOWLEDGES THAT EXECUTIVE IS AWARE OF
EXECUTIVE'S RIGHT TO CONSULT AN ATTORNEY AND THAT EXECUTIVE HAS CONSULTED WITH
AN ATTORNEY PRIOR TO SIGNING THIS AGREEMENT.

      21. Understanding of Agreement. Executive states that Executive has
carefully read this Agreement, that Executive fully understands its final and
binding effect, that the only promises made to Executive to sign this Agreement
are those stated above, and that Executive is signing this Agreement
voluntarily.

      22. Counterparts/Facsimile Execution. This Agreement may be executed in
two or more counterparts, all of which shall be considered one and the same
instrument and shall become effective when one or more counterparts have been
signed by each of the parties and delivered to the other party. This Agreement
may be executed by facsimile signature and a facsimile signature shall
constitute an original for all purposes.

      23. Notices. All notices and other communications hereunder shall be in
writing and shall be deemed duly given (a) on the date of delivery if delivered
personally, or if by facsimile, upon written confirmation of receipt by
facsimile or otherwise, (b) on the first business day following the date of
dispatch if delivered by a recognized next-day courier service or (c) on the
earlier of confirmed receipt or the fifth business day following the date of
mailing if delivered by registered or certified mail, return receipt requested,
postage prepaid. All notices hereunder shall be delivered to the addresses set
forth below, or pursuant to such other instructions as may be designated in
writing by the party to receive such notice:

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      (a) if to the Company:

                           On2 Technologies, Inc.
                           1560 Broadway, 10th Floor
                           New York, NY 10036
                           Attention:  Timothy Reusing

          with a copy to (which shall not constitute notice):

                           Kenneth M. Breen
                           Fulbright & Jaworski L.L.P.
                           666 Fifth Avenue
                           New York, New York 10103

      (b) if to Executive:

                           Douglas A. McIntyre
                           33 Highview Road
                           Pound Ridge, NY 10576

          with a copy to (which shall not constitute notice):

                           Michael E. Mooney
                           Nutter, McClennen & Fish, LLP
                           World Trade Center West
                           155 Seaport Boulevard
                           Boston, MA  02210-2604

      24. Headings. The headings in this Agreement are for convenience of
reference only and shall not be construed as part of this Agreement or to limit
or otherwise affect the meaning hereof.

                            [signature page follows]







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      IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date first written above.

                                    EXECUTIVE:



                                    By:    /s/ Douglas A. McIntyre
                                       -------------------------------
                                           Douglas A. McIntyre




                                    COMPANY:

                                    ON2 TECHNOLOGIES, INC.,
                                    a Delaware corporation



                                    By:    /s/ Tim Reusing
                                       -------------------------------
                                    Name:  Tim Reusing
                                    Title: EVP