LICENSE AGREEMENT
                              BEVMAX OFFICE CENTERS
                 1560 Broadway, 10th Floor. New York, N.Y. 10036

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License #              0145                                          Date      1/4/2006
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Licensee:                              On2 Technologies, Inc.
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(please indicate above if corporation, partnership, etc.)
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(1)Principal's/(2)Contact Person's
Name:                                  Tim Reusing
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Persons Authorized to Use Office:      Tim Reusing, Doug McIntyre, Matt Frost, Margaret Diggory,
                                       Daniel Scherer & Anthony Ciaravalo
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Federal ID #                           841280679
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BOC Telephone #                        (646) 292-3533
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Type of Business:                      Software Development
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Licensed Office(s):                    1031, 1032, 1033, 1034 & 1044
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Fixed Fee/Additional Fees:             $8,950.00 Fixed Fee per month / $670.00 Additional Fee per month
                                       for 6 phones, 5 T-1 lines & 1 fax
                                   ------------------------------------------------------------------------
Commencement Fee:                      $0.00
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Service Retainer:                      $17,900.00 (already received)
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Broker:
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License Term:                          6 months
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             A) Commencement Date:     March 1, 2006
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             B) Termination Date:      August 31, 2006
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Person's Authorized to Sign for Licensee:     Tim Reusing
                                   ------------------------------------------------------------------------
Licensor:                              Bevmax Office Centers 1560, LLC d/b/a Bevmax Office Centers
                                   ------------------------------------------------------------------------
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This License Agreement made as of 1/4/06 between Bevmax Office Centers 1560, LLC
d/b/a Bevmax Office Centers (hereinafter "Licensor") and On2 Technologies, Inc.
(hereinafter "Licensee") incorporates page 2 and 3 of this License Agreement
(attached hereto) and we both agree to comply with all terms and conditions as
delineated on this page and pages 2 and 3 of this License Agreement.

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Licensee:  On2 Technologies, Inc.                    Licensor:   Bevmax Office Centers 1560, LLC
                                                                 d/b/a Bevmax Office Centers
           ----------------------------------                    ---------------------------------
By:        /s/ Tim Reusing                                       /s/ Fredric Feld
           ----------------------------------                    ---------------------------------
           Authorized Signature / Date                           Authorized Signature / Date
           Tim Reusing                                           Fredric Feld
           ----------------------------------                    ---------------------------------
           Print Name                                            Print Name
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                           License Agreement (Page 2)

1.    Standard Services: In consideration of the Licensee's payment of the Fixed
      Fee and the Commencement Fee (both listed on front page of this License
      Agreement) as well as other valuable consideration, 1)Licensor allows
      Licensee to use the office(s) listed on the front page of this License
      Agreement (hereinafter "Agreement") 24 hours a day, 7 days a week for the
      License Term (listed on front page) subject to the Rules and Regulations,
      a copy of which Licensee acknowledges was received with this Agreement,
      (which Rules and Regulations may be reasonably changed by Licensor from
      time to time upon written notice to Licensee) and subject to Licensor's
      right upon 3 days written notice to Licensee to relocate Licensee to a
      different office within the Center of at least equal size and quality,
      2)Licensor provides Licensee with Receptionist during normal business
      hours, 3)unlimited use of a conference room (as available and upon prior
      reservation) including overtime and weekends, 4)delivery of mail, 5)use of
      common areas including pantry, 6)Licensor also provides heating, HVAC,
      electricity (subject to Building rules / limitations), 7)office cleaning,
      and 8)maintenance of Licensor equipment and offices due to ordinary wear
      and tear 9)Licensor provides Licensee access to a shower during regular
      business hours, subject to limited availability when being used by Bevmax
      employees other licensees or invitees and 10)Licensor provides Licensee
      access to the exercise room during regular business hours, subject to
      limited availability when being used by Bevmax employees other licensees
      or invitees, provided that (i) Licensee and each of Licensee's employees
      who intends to use the exercise room executes and waiver of liability in
      form reasonably acceptable to Licensor with respect to the use of the
      exercise room and (ii)Licensee agrees to indemnify Licensor for any claim
      brought by any such employee of Licensee in connection with the use of the
      exercise room and shower.

2.    a). Fees: The Fixed Fee is payable in advance on the first day of each
      month during the License Term. (If the License Term begins on a day other
      than the 1st day of a month, the second payment of the Fixed Fee will be
      prorated). The Commencement Fee and Service Retainer (defined in paragraph
      3) are to be paid upon the signing of this Agreement. Additional Fees
      (including all applicable taxes) are due on the 1st day of the month, "in
      the month following" the month that the additional services (defined in
      paragraph 4) are rendered.

      b). In the event that Licensee does not pay either the Fixed Fee and/or
      the Additional Fees when due (hereinafter "Monetary Default") and such
      Monetary Default is not cured within 3 business days after written notice
      of such Monetary Default is hand delivered to Licensee, then Licensor may
      terminate Licensee's internet access, security cards and remove
      telephones.

3.    Service Retainer: The Service Retainer is to be held by Licensor as
      security for payment of all fees due and payable under this Agreement as
      well as all possible damages to Licensor's equipment and furniture, office
      space caused by Licensee or its invitees, ordinary wear and tear excepted
      all and any obligations of Licensee under this Agreement. The Service
      Retainer will not be kept in a separate account and no interest will be
      paid to Licensee. The Service Retainer may be applied upon written notice
      to Licensee to all past due fees, monies and/or damages as they occur, at
      "Licensor's" reasonable discretion. This Service Retainer will be returned
      (less any monies due under this Agreement) 30 days after the expiration of
      the License Term or 30 days after termination as defined in paragraph 6.
      In the event the Service Retainer is applied to past due fees, then the
      Licensee is obligated to replenish the Service Retainer to the original
      amount set on page 1 of this Agreement promptly upon written request.

4.    Additional Services: Additional Services are services above and beyond
      Standard Services as defined in paragraph 1 which are available at both
      Licensee's and Licensor's option pursuant to our rate schedule. The
      Additional Fees for these Additional Services shall be paid by Licensee
      pursuant to paragraph 2.

5.    a). Liability: Licensor and Bevmax Office Centers 1560, LLC d/b/a Bevmax
      Office Centers are not liable for any loss or damages as a direct or
      indirect result of Licensor's misfeasance or nonfeasance in connection
      with providing any service including but not limited to telephone usage,
      internet usage, electricity, and all utilities and building services as
      well as all Additional Services. "Licensor is not liable for
      damages/claims resulting from fire, water damage, accidents and/or "force
      majeure". Licensees' sole remedy for interruption or failure of any
      service, utility or actual access to the office center or their assigned
      office is the suspension or adjustment of the Fixed Fee or Additional Fees
      as is applicable Licensee may effect such suspension or adjustment of the
      Fixed Fee or Additional Fees upon prior written notice to Licensor .

      b). Condition Precedent: As a specific condition precedent to the Licensor
      entering into this License Agreement, The Licensee unequivocally and
      absolutely agrees not to make any claim for damages including but not
      limited to loss of profits or gross income which are directly or
      indirectly a result of Licensor's action or inaction, misfeasance or
      nonfeasance unless said damages are a direct result of Licensor's gross
      negligence and then such damages are to be limited to suspension or
      adjustment of Fees as outlined in paragraph 5(a).

<PAGE>

                           License Agreement (Page 3)

6.    a). Licensor Termination: Licensor may terminate this Agreement before the
      end of the License Term in the event that any of the terms, conditions,
      paragraphs of this Agreement that Licensee does not perform or comply
      with, or violates including but not limited to payment of any fees,
      monies, and/or violations o f the Rules and Regulations (hereinafter
      "Default"), and the Default is not cured within 3 business days after
      written notice of such Default is hand delivered to Licensee.
      Notwithstanding the foregoing, Licensor may terminate this Agreement
      immediately after Licensee has committed 3 separate Defaults of this
      Agreement and Licensor has previously provided Licensee with prior written
      notice of such default. Licensee agrees not to terminate this Agreement
      willfully or capriciously and to enforce the Rules and Regulations
      consistently with respect to all licensees.

      b).Licensee Termination: Licensee can terminate this Agreement in either
      of the following events, 1)there is no access to the office center for 6
      concurrent business days, 2)there is no telecommunication service, phone
      or internet service for 4 concurrent business days, upon written notice of
      termination of Agreement indicating lack of access or telecommunication
      service and Licensor's not curing same within 2 business days or 3)
      Licensee can demonstrate that Licensor has consistently failed to provide
      internet service at commercially reasonable levels.

7.    Insurance: Licensee is to provide Licensor with a certificate of insurance
      covering all of Licensee's personal property as well as liability
      insurance covering its own employees and third parties naming Bevmax
      Office Centers/Licensor as additional insured. Licensee has the obligation
      to indemnify Licensor for Licensee's breaches, negligence and all and any
      actions that cause damage to Licensee, Licensor's employees, center or
      property and/or Licensee's invitees Licensor is not responsible for loss,
      damage or theft of any of Licensee, or its employees, invitees, guests,
      vendors, and/or visitor's personal property unless the loss theft or
      damage is a direct result of Licensor's gross negligence.

8.    Damages: Licensee is to take good commercially reasonable care of all of
      the furnishings, equipment, personal property of the Office Center as well
      as the installation of the Office Center (e.g. carpet, light fixtures,
      wallcoverings, pictures, sheetrock walls). All damages resulting from
      Licensee or its invitees, guests, vendors, and visitors actions will be
      added to the Additional Fees invoice.

9.    Internet Service: Licensee is limited to 200 MB per paid connection per
      day. Licensor reserves the right to terminate internet service to the
      Licensee upon 2 business days written notice when, a) Licensee is either
      using a disproportionate amount of bandwidth, or b) Other licensee's use
      of internet is negatively affected in any way, or c) there is a material
      negative impact on the Bevmax Office Centers network. In the event
      Licensor terminates the Licensee's internet service, Licensee has the
      right to terminate this License Agreement upon 3 days written notice. d)
      Licensee must have acceptable and functioning "anti-virus" software before
      they will be connected to the internet.

10.   Miscellaneous:

      a).   Licensee may not assign this agreement without Licensor's prior
            written consent and may not grant use of its office to a 3rd party.
      b).   Upon termination of this Agreement, Licensee agrees NOT to file a
            change of address form with the US Post Office. Licensor will file
            change of address form for Licensee based on Licensee's written
            notice of new address. Licensor agrees to forward all mail to
            Licensee (at Licensee's expense) for a period of 30 days. Provided
            Licensee is not in default, Licensor agrees to forward all mail and
            will keep their telephone number and voicemail active for 1 month
            after termination of License Agreement.
      c).   All notices are to be in writing, Certified or Registered Mail or
            any other delivery service providing proof of delivery to either
            Licensor or Licensee at their addresses listed on page 1 of this
            agreement.
      d).   Licensee agrees to abide by, comply with and not violate the Rules
            and Regulations of Bevmax Office Centers, a copy of which was
            delivered to Licensee before the signing of this License Agreement.
      e).   Licensor & Licensee agree to waive their respective rights to a Jury
            Trial.
      f).   Telephone usage shall be billed at the rates as listed on our rate
            schedule. These rates are subject to change based upon 30 days prior
            written notice.
      g).   In the event that Licensee remains in the office after the
            Termination Date or earlier Termination of License based on
            paragraph 6 then in addition to Licensor availing itself of all
            legal remedies available under applicable law, Licensee will be
            charged 200% of the Fixed Fee listed on the 1st page of the License
            Agreement on a prorata basis.
      h).   If the last day of the License Term or any renewal thereof falls on
            a Saturday, Sunday or holiday, this License shall terminate on the
            business day immediately following. The last invoices shall be
            pro-rated accordingly.
      i).   This Agreement is specifically subject to all the terms, conditions,
            and paragraphs of Licensor's Lease of the 10th floor of 1560
            Broadway dated February 13, 2003.
      j).   It is understood that this License is not a lease, that no leasehold
            or tenancy is intended to be created hereby, and that this License
            shall not be construed so as to create the relationship of landlord
            and tenant.