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                                                                   EXHIBIT 4.16


                          REGISTRATION RIGHTS AGREEMENT


         THIS REGISTRATION RIGHTS AGREEMENT, dated as of November 21, 2001
between Crossover Ventures, Inc. ("Purchaser") and On2 Technologies, Inc. (the
"Company").

         WHEREAS, simultaneously with the execution and delivery of this
Agreement, pursuant to a Common Stock Purchase Agreement dated as of the date
hereof (the "Purchase Agreement") by and between the Purchaser and the Company,
the Purchaser has committed to purchase up to the Commitment Amount (terms not
defined herein shall have the meanings ascribed to them in the Purchase
Agreement) and the Stock; and

         WHEREAS, the Company desires to grant to the Purchaser the registration
rights set forth herein with respect to the Shares (the "Securities").

         NOW, THEREFORE, the parties hereto mutually agree as follows:

         Section 1. REGISTRABLE SECURITIES. As used herein the term "Registrable
Security" means the Securities until (i) all Securities have been disposed of
pursuant to the Registration Statement, (ii) all Securities have been sold under
circumstances under which all of the applicable conditions of Rule 144 (or any
similar provision then in force) under the Securities Act ("Rule 144") are met,
(iii) all Securities have been otherwise transferred to persons who may trade
such Securities without restriction under the Securities Act, and the Company
has delivered a new certificate or other evidence of ownership for such
Securities not bearing a restrictive legend or (iv) such time as, in the opinion
of counsel to the Company, all Securities may be sold without any time, volume
or manner limitations pursuant to Rule 144(k) (or any similar provision then in
effect) under the Securities Act. The term "Registrable Securities" means any
and/or all of the securities falling within the foregoing definition of a
"Registrable Security." In the event of any merger, reorganization,
consolidation, recapitalization or other change in corporate structure affecting
the Common Stock, such adjustment shall be deemed to be made in the definition
of "Registrable Security" as is appropriate in order to prevent any dilution or
enlargement of the rights granted pursuant to this Agreement.

         Section 2. RESTRICTIONS ON TRANSFER. The Purchaser acknowledges and
understands that in the absence of an effective Registration Statement
authorizing the resale of the Securities as provided herein, the Securities are
"restricted securities" as defined in Rule 144. The Purchaser understands that
no disposition or transfer of the Securities may be made by Purchaser in the
absence of (i) an opinion of counsel to the Purchaser, in form and substance
reasonably satisfactory to the Company, that such transfer may be made without
registration under the Securities Act or (ii) such registration.

         With a view to making available to the Purchaser the benefits of Rule
144, the Company agrees to:


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                  (a) comply with the provisions of paragraph (c)(1) of Rule
         144; and

                  (b) file with the Commission in a timely manner all reports
         and other documents required to be filed by the Company pursuant to
         Section 13 or 15(d) under the Exchange Act; and, if at any time it is
         not required to file such reports but in the past had been required to
         or did file such reports, it will, upon the request of the Purchaser,
         make available other information as required by, and so long as
         necessary to permit sales of, its Registrable Securities pursuant to
         Rule 144.

         Section 3. REGISTRATION RIGHTS WITH RESPECT TO THE SECURITIES.

                  (a) The Company agrees that it will prepare and file with the
         Securities and Exchange Commission ("Commission"), within sixty (60)
         days after the date hereof, a registration statement (on Form S-3
         and/or S-1, or other appropriate form of registration statement) under
         the Securities Act (the "Registration Statement"), at the sole expense
         of the Company (except as provided in Section 3(c) hereof), in respect
         of Purchaser, so as to permit a public offering and resale of the
         Securities under the Securities Act by Purchaser.

                  The Company shall use its best efforts to cause the
         Registration Statement to become effective within one hundred twenty
         (120) days (or one hundred fifty (150) days in the event of a "full
         review" by the Commission) of the date hereof or five (5) days of SEC
         clearance and will within said five (5) days request acceleration of
         effectiveness. The Company will notify Purchaser of the effectiveness
         of the Registration Statement within one Trading Day of such event.

                  (b) The Company will maintain the Registration Statement or
         post-effective amendment filed under this Section 3 hereof effective
         under the Securities Act until the earliest of (i) the date that all
         the Securities have been disposed of pursuant to the Registration
         Statement, (ii) the date that all of the Securities have been sold
         pursuant to the Registration Statement, (iii) the date the holders
         thereof receive an opinion of counsel to the Company, which opinion
         shall be reasonably acceptable to the Purchaser, that the Securities
         may be sold under the provisions of Rule 144 without limitation as to
         volume, (iv) all Securities have been otherwise transferred to persons
         who may trade such shares without restriction under the Securities Act,
         and the Company has delivered a new certificate or other evidence of
         ownership for such securities not bearing a restrictive legend, or (v)
         all Securities may be sold without any time, volume or manner
         limitations pursuant to Rule 144(k) or any similar provision then in
         effect under the Securities Act in the opinion of counsel to the
         Company, which counsel shall be reasonably acceptable to the Purchaser
         (the "Effectiveness Period").

                  (c) All fees, disbursements and out-of-pocket expenses and
         costs incurred by the Company in connection with the preparation and
         filing of the Registration Statement under subparagraph 3(a) and in
         complying with applicable securities and Blue Sky laws (including,
         without limitation, all attorneys' fees of the Company) shall be borne
         by the Company. The Purchaser shall bear the cost of underwriting
         and/or


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<PAGE>

         brokerage discounts, fees and commissions, if any, applicable to the
         Securities being registered and the fees and expenses of its counsel.
         The Purchaser and its counsel shall have a reasonable period, not to
         exceed five (5) Trading Days, to review the proposed Registration
         Statement or any amendment thereto, prior to filing with the
         Commission, and the Company shall provide the Purchaser with copies of
         any comment letters received from the Commission with respect thereto
         within two (2) Trading Days of receipt thereof. The Company shall make
         reasonably available for inspection by Purchaser, any underwriter
         participating in any disposition pursuant to the Registration
         Statement, and any attorney, accountant or other agent retained by the
         Purchaser or any such underwriter all relevant financial and other
         records, pertinent corporate documents and properties of the Company
         and its subsidiaries, and cause the Company's officers, directors and
         employees to supply all information reasonably requested by the
         Purchaser or any such underwriter, attorney, accountant or agent in
         connection with the Registration Statement, in each case, as is
         customary for similar due diligence examinations; PROVIDED, HOWEVER,
         that all records, information and documents that are designated in
         writing by the Company, in good faith, as confidential, proprietary or
         containing any material non-public information shall be kept
         confidential by the Purchaser and any such underwriter, attorney,
         accountant or agent, unless such disclosure is made pursuant to
         judicial process in a court proceeding (after first giving the Company
         an opportunity promptly to seek a protective order or otherwise limit
         the scope of the information sought to be disclosed) or is required by
         law, or such records, information or documents become available to the
         public generally or through a third party not in violation of an
         accompanying obligation of confidentiality; and PROVIDED FURTHER that,
         if the foregoing inspection and information gathering would otherwise
         disrupt the Company's conduct of its business, such inspection and
         information gathering shall, to the maximum extent possible, be
         coordinated on behalf of the Purchaser and the other parties entitled
         thereto by one firm of counsel designed by and on behalf of the
         majority in interest of Purchaser and other parties. The Company shall
         qualify any of the securities for sale in such states as the Purchaser
         reasonably designates and shall furnish indemnification in the manner
         provided in Section 6 hereof. However, the Company shall not be
         required to qualify in any state which will require an escrow or other
         restriction relating to the Company and/or the sellers, or which will
         require the Company to qualify to do business in such state or require
         the Company to file therein any general consent to service of process.
         The Company at its expense will supply the Purchaser with copies of the
         Registration Statement and the prospectus included therein and other
         related documents in such quantities as may be reasonably requested by
         the Purchaser.

                  (d) The Company shall not be required by this Section 3 to
         include a Purchaser's Securities in any Registration Statement which is
         to be filed if, in the opinion of counsel for both the Purchaser and
         the Company (or, should they not agree, in the opinion of another
         counsel experienced in securities law matters acceptable to counsel for
         the Purchaser and the Company) the proposed offering or other transfer
         as to which such registration is requested is exempt from applicable
         federal and state securities laws and would result in all purchasers or
         transferees obtaining securities which are not "restricted securities",
         as defined in Rule 144 under the Securities Act.


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<PAGE>

                  (e) If at any time or from time to time after the effective
         date of the Registration Statement, the Company notifies the Purchaser
         in writing of the existence of a Potential Material Event (as defined
         in Section 3(f) below), the Purchaser shall not offer or sell any
         Securities or engage in any other transaction involving or relating to
         Securities, from the time of the giving of notice with respect to a
         Potential Material Event until the Purchaser receives written notice
         from the Company that such Potential Material Event either has been
         disclosed to the public or no longer constitutes a Potential Material
         Event (the "Suspension Period"); PROVIDED, HOWEVER, that, if a
         Suspension Period occurs during any periods commencing on a Trading Day
         a Draw Down Notice is deemed delivered and ending ten (10) Trading Days
         following the end of the corresponding Draw Down Pricing Period, then
         the Company must compensate the Purchaser for any net decline in the
         market value of any Securities committed to be purchased by the
         Purchaser pursuant to any such Draw Down and held by the Purchaser at
         the end of such Suspension Period. Net decline in the market value of
         the Securities shall be calculated as the difference between the
         highest VWAP during the applicable Suspension Period and the VWAP on
         the Trading Day immediately following a properly delivered notice to
         the Purchaser that such Suspension Period has ended. If a Potential
         Material Event shall occur prior to the date the Registration Statement
         is filed, then the Company's obligation to file the Registration
         Statement shall be delayed without penalty for not more than thirty
         (30) calendar days. THE COMPANY MUST GIVE PURCHASER NOTICE IN WRITING
         AT LEAST TWO (2) TRADING DAYS PRIOR TO THE FIRST DAY OF ANY SUSPENSION
         PERIOD, IF LAWFUL TO DO SO.

                  (f) "Potential Material Event" means any of the following: (a)
         the possession by the Company of material information that is not ripe
         for disclosure in a registration statement, as determined in good faith
         by the Chief Executive Officer or the Board of Directors of the Company
         or that disclosure of such information in the Registration Statement
         would be detrimental to the business and affairs of the Company; or (b)
         any material engagement or activity by the Company which would, in the
         good faith determination of the Chief Executive Officer or the Board of
         Directors of the Company, be adversely affected by disclosure in a
         registration statement at such time, which determination shall be
         accompanied by a good faith determination by the Chief Executive
         Officer or the Board of Directors of the Company that the Registration
         Statement would be materially misleading absent the inclusion of such
         information.

         Section 4. COOPERATION WITH COMPANY. Purchaser will cooperate with the
Company in all respects in connection with this Agreement, including timely
supplying all information reasonably requested by the Company (which shall
include all information regarding the Purchaser and proposed manner of sale of
the Registrable Securities required to be disclosed in the Registration
Statement) and executing and returning all documents reasonably requested in
connection with the registration and sale of the Registrable Securities and
entering into and performing its obligations under any underwriting agreement,
if the offering is an underwritten offering, in usual and customary form, with
the managing underwriter or underwriters of such underwritten offering. The
Purchaser shall consent to be named as an underwriter in the Registration
Statement. Purchaser acknowledges that in accordance with current Commission


                                       4
<PAGE>

policy, the Purchaser will be named as the underwriter of the Securities in the
Registration Statement.

         Section 5. REGISTRATION PROCEDURES. If and whenever the Company is
required by any of the provisions of this Agreement to effect the registration
of any of the Registrable Securities under the Securities Act, the Company shall
(except as otherwise provided in this Agreement), as expeditiously as possible,
subject to the Purchaser's assistance and cooperation as reasonably required:

                  (a) prepare and file with the Commission such amendments and
         supplements to the Registration Statement and the prospectus used in
         connection therewith as may be necessary to keep such registration
         statement effective and to comply with the provisions of the Securities
         Act with respect to the sale or other disposition of all securities
         covered by such registration statement whenever the Purchaser of such
         Registrable Securities shall desire to sell or otherwise dispose of the
         same (including prospectus supplements with respect to the sales of
         securities from time to time in connection with a registration
         statement pursuant to Rule 415 promulgated under the Securities Act)
         and (ii) take all lawful action such that each of (A) the Registration
         Statement and any amendment thereto does not, when it becomes
         effective, contain an untrue statement of a material fact or omit to
         state a material fact required to be stated therein or necessary to
         make the statements therein not misleading and (B) the prospectus
         forming part of the Registration Statement, and any amendment or
         supplement thereto, does not at any time during the Effectiveness
         Period on the date thereof include an untrue statement of a material
         fact or omit to state a material fact required to be stated therein or
         necessary to make the statements therein, in light of the circumstances
         under which they were made, not misleading.

                  (b) prior to the filing with the Commission of any
         Registration Statement (including any amendments thereto) and the
         distribution or delivery of any prospectus (including any supplements
         thereto), provide draft copies thereof to the Purchaser and reflect in
         such documents all such comments as the Purchaser (and its counsel)
         reasonably may propose and (ii) furnish to the Purchaser such numbers
         of copies of a prospectus including a preliminary prospectus or any
         amendment or supplement to any prospectus, as applicable, in conformity
         with the requirements of the Securities Act, and such other documents,
         as the Purchaser may reasonably request in order to facilitate the
         public sale or other disposition of the securities owned by the
         Purchaser;

                  (c) register and qualify the Registrable Securities covered by
         the Registration Statement under New York blue sky laws (subject to the
         limitations set forth in Section 3(c) above), and do any and all other
         acts and things which may be reasonably necessary or advisable to
         enable the Purchaser to consummate the public sale or other disposition
         in such jurisdiction of the securities owned by the Purchaser, except
         that the Company shall not for any such purpose be required to qualify
         to do business as a foreign corporation in any jurisdiction wherein it
         is not so qualified or to file therein any general consent to service
         of process or to subject itself to taxation in any such jurisdiction;


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<PAGE>

                  (d) list such Registrable Securities on the Principal Market,
         and any other exchange on which the Common Stock of the Company is then
         listed, if the listing of such Registrable Securities is then permitted
         under the rules of such exchange or the Nasdaq Stock Market;

                  (e) notify the Purchaser at any time when a prospectus
         relating thereto covered by the Registration Statement is required to
         be delivered under the Securities Act, of the happening of any event of
         which it has knowledge as a result of which the prospectus included in
         the Registration Statement, as then in effect, includes an untrue
         statement of a material fact or omits to state a material fact required
         to be stated therein or necessary to make the statements therein not
         misleading in the light of the circumstances then existing, and the
         Company shall prepare and file a curative amendment under Section 5(a)
         as quickly as commercially possible. The period beginning on the date
         of notice until the curative amendment or curative supplement is filed
         shall be deemed a Suspension Period and the Company shall compensate
         the Purchaser as set forth in Section 3(e) herein;

                  (f) as promptly as practicable after becoming aware of such
         event, notify the Purchaser who holds Registrable Securities being sold
         (or, in the event of an underwritten offering, the managing
         underwriters) of the issuance by the Commission or any state authority
         of any stop order or other suspension of the effectiveness of the
         Registration Statement at the earliest possible time and take all
         lawful action to effect the withdrawal, recission or removal of such
         stop order or other suspension;

                  (g) take all such other lawful actions reasonably necessary to
         expedite and facilitate the disposition by the Purchaser of its
         Registrable Securities in accordance with the intended methods therefor
         provided in the prospectus which are customary for issuers to perform
         under the circumstances;

                  (h) in the event of an underwritten offering, promptly include
         or incorporate in a prospectus supplement or post-effective amendment
         to the Registration Statement such information as the managing
         underwriters reasonably agree should be included therein and to which
         the Company does not reasonably object and make all required filings of
         such prospectus supplement or post-effective amendment as soon as
         practicable after it is notified of the matters to be included or
         incorporated in such prospectus supplement or post-effective amendment;
         and

                  (i) maintain a transfer agent for its Common Stock.

         Section 6. INDEMNIFICATION.

                  (a) The Company agrees to indemnify and hold harmless the
         Purchaser and each person, if any, who controls the Purchaser within
         the meaning of the Securities Act ("Distributing Purchaser") against
         any losses, claims, damages or liabilities, joint or several (which
         shall, for all purposes of this Agreement, include, but not be limited
         to, all reasonable costs of defense and investigation and all
         reasonable


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<PAGE>

         attorneys' fees), to which the Distributing Purchaser 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 the Registration Statement,
         or any related preliminary prospectus, final prospectus or amendment or
         supplement thereto, in each case as of the respective dates 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, in each case
         as of the respective dates thereof; PROVIDED, HOWEVER, that the Company
         will not be liable in any such case to the extent that any such loss,
         claim, damage or liability arises out of or is based upon an untrue
         statement or alleged untrue statement or omission or alleged omission
         made in the Registration Statement, preliminary prospectus, final
         prospectus or amendment or supplement thereto in reliance upon, and in
         conformity with, written information furnished to the Company by the
         Distributing Purchaser specifically for use in the preparation thereof.
         This Section 6(a) shall not inure to the benefit of any Distributing
         Purchaser with respect to any person asserting such loss, claim, damage
         or liability who purchased the Registrable Securities which are the
         subject thereof if the Distributing Purchaser failed to send or give
         (in violation of the Securities Act or the rules and regulations
         promulgated thereunder) a copy of the prospectus contained in such
         Registration Statement to such person at or prior to the written
         confirmation to such person of the sale of such Registrable Securities,
         where the Distributing Purchaser was obligated to do so under the
         Securities Act or the rules and regulations promulgated thereunder.
         This indemnity agreement will be in addition to any liability which the
         Company may otherwise have.

                  (b) Each Distributing Purchaser agrees that it will indemnify
         and hold harmless the Company, and each officer, director of the
         Company or person, if any, who controls the Company within the meaning
         of the Securities Act, against any losses, claims, damages or
         liabilities (which shall, for all purposes of this Agreement, include,
         but not be limited to, all reasonable costs of defense and
         investigation and all reasonable attorneys' fees) to which the Company
         or any such officer, director or controlling person 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 the Registration Statement, or any related
         preliminary prospectus, final prospectus or amendment or supplement
         thereto, or arise out of or are based upon the omission or the alleged
         omission to state therein a material fact required to be stated therein
         or necessary to make the statements therein not misleading, but in each
         case only to the extent that such untrue statement or alleged untrue
         statement or omission or alleged omission was made in the Registration
         Statement, preliminary prospectus, final prospectus or amendment or
         supplement thereto in reliance upon, and in conformity with, written
         information furnished to the Company by such Distributing Purchaser
         specifically for use in the preparation thereof. This indemnity
         agreement will be in addition to any liability which the Distributing
         Purchaser may otherwise have. Notwithstanding anything to the contrary
         herein, the Distributing Purchaser shall not be liable under this
         Section 6(b) for


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         any amount in excess of the gross proceeds to such Distributing
         Purchaser as a result of the sale of Registrable Securities pursuant to
         the Registration Statement.

                  (c) Promptly after receipt by an indemnified party under this
         Section 6 of notice of the commencement of any action, such indemnified
         party will, if a claim in respect thereof is to be made against the
         indemnifying party under this Section 6, notify the indemnifying party
         of the commencement thereof; but the omission so to notify the
         indemnifying party will not relieve the indemnifying party from any
         liability which it may have to any indemnified party except to the
         extent of actual prejudice demonstrated by the indemnifying party. In
         case any such action is brought against any indemnified party, and it
         notifies the indemnifying party of the commencement thereof, the
         indemnifying party will be entitled to participate in, and, to the
         extent that it may wish, jointly with any other indemnifying party
         similarly notified, assume the defense thereof, subject to the
         provisions herein stated and after notice from the indemnifying party
         to such indemnified party of its election so to assume the defense
         thereof, the indemnifying party will not be liable to such indemnified
         party under this Section 6 for any legal or other expenses subsequently
         incurred by such indemnified party in connection with the defense
         thereof other than reasonable costs of investigation, unless the
         indemnifying party shall not pursue the action to its final conclusion.
         The indemnified party shall have the right to employ separate counsel
         in any such action and to participate in the defense thereof, but the
         fees and expenses of such counsel shall not be at the expense of the
         indemnifying party if the indemnifying party has assumed the defense of
         the action with counsel reasonably satisfactory to the indemnified
         party; provided that if the indemnified party is the indemnified party,
         the fees and expenses of such counsel shall be at the expense of the
         indemnifying party if (i) the employment of such counsel has been
         specifically authorized in writing by the indemnifying party, or (ii)
         the named parties to any such action (including any impleaded parties)
         include both the indemnified party and the indemnifying party and the
         indemnified party shall have been advised by such counsel that there
         may be one or more legal defenses available to the indemnifying party
         different from or in conflict with any legal defenses which may be
         available to the indemnified party (in which case the indemnifying
         party shall not have the right to assume the defense of such action on
         behalf of the indemnified party, it being understood, however, that the
         indemnifying party shall, in connection with any one such action or
         separate but substantially similar or related actions in the same
         jurisdiction arising out of the same general allegations or
         circumstances, be liable only for the reasonable fees and expenses of
         one separate firm of attorneys for the indemnified party, which firm
         shall be designated in writing by the indemnified party and be approved
         by the indemnifying party). No settlement of any action against an
         indemnified party shall be made without the prior written consent of
         the indemnified party, which consent shall not be unreasonably
         withheld.

                  All fees and expenses of the indemnified party (including
         reasonable costs of defense and investigation in a manner not
         inconsistent with this Section and all reasonable attorneys' fees and
         expenses) shall be paid to the indemnified party, as incurred, within
         ten (10) Trading Days of written notice thereof and reasonably


                                       8
<PAGE>

         supporting documentation related thereto to the indemnifying party;
         provided, that the indemnifying party may require such indemnified
         party to undertake to reimburse all such fees and expenses to the
         extent it is finally judicially determined that such indemnified party
         is not entitled to indemnification hereunder.

         Section 7. CONTRIBUTION. In order to provide for just and equitable
contribution under the Securities Act in any case in which (i) the indemnified
party makes a claim for indemnification pursuant to Section 6 hereof but is
judicially determined (by the entry of a final judgment or decree by a court of
competent jurisdiction and the expiration of time to appeal or the denial of the
last right of appeal) that such indemnification may not be enforced in such case
notwithstanding the fact that the express provisions of Section 6 hereof provide
for indemnification in such case, or (ii) contribution under the Securities Act
may be required on the part of any indemnified party, then the Company and the
applicable Distributing Purchaser shall contribute to the aggregate losses,
claims, damages or liabilities to which they may be subject (which shall, for
all purposes of this Agreement, include, but not be limited to, all reasonable
costs of defense and investigation and all reasonable attorneys' fees), in
either such case (after contribution from others) on the basis of relative fault
as well as any other relevant equitable considerations. The relative fault shall
be determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company on the one hand
or the applicable Distributing Purchaser on the other hand, and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The Company and the Distributing Purchaser
agree that it would not be just and equitable if contribution pursuant to this
Section 7 were determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable considerations referred
to in this Section 7. The amount paid or payable by an indemnified party as a
result of the losses, claims, damages or liabilities (or actions in respect
thereof) referred to above in this Section 7 shall be deemed to include any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.

         Notwithstanding any other provision of this Section 7, in no event
shall any (i) Purchaser be required to undertake liability to any person under
this Section 7 for any amounts in excess of the dollar amount of the gross
proceeds to be received by the Purchaser from the sale of the Purchaser's
Registrable Securities (after deducting any fees, discounts and commissions
applicable thereto) pursuant to any Registration Statement under which such
Registrable Securities are to be registered under the Securities Act and (ii)
underwriter be required to undertake liability to any person hereunder for any
amounts in excess of the aggregate discount, commission or other compensation
payable to such underwriter with respect to the Registrable Securities
underwritten by it and distributed pursuant to the Registration Statement.


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<PAGE>

         Section 8. NOTICES. All notices, demands, requests, consents,
approvals, and other communications required or permitted hereunder shall be in
writing and, unless otherwise specified herein, shall be delivered as set forth
in the Purchase Agreement.

         Section 9. ASSIGNMENT. Neither this Agreement nor any rights of the
Purchaser or the Company hereunder may be assigned by either party to any other
person. Notwithstanding the foregoing, (a) the provisions of this Agreement
shall inure to the benefit of, and be enforceable by, any transferee of any of
the Common Stock purchased by the Purchaser pursuant to the Purchase Agreement
other than through open-market sales who agree to be bound by the terms hereof,
and (b) upon the prior written consent of the Company, which consent shall not
be unreasonably withheld or delayed in the case of an assignment to an affiliate
of the Purchaser, the Purchaser's interest in this Agreement may be assigned at
any time, in whole or in part, to any other person or entity (including any
affiliate of the Purchaser) who agrees to be bound hereby.

         Section 10. COUNTERPARTS/FACSIMILE. This Agreement may be executed in
two or more counterparts, each of which shall constitute an original, but all of
which, when together shall constitute but one and the same instrument, and shall
become effective when one or more counterparts have been signed by each party
hereto and delivered to the other party. In lieu of the original, a facsimile
transmission or copy of the original shall be as effective and enforceable as
the original.

         Section 11. REMEDIES AND SEVERABILITY. The remedies provided in this
Agreement are cumulative and not exclusive of any remedies provided by law. If
any term, provision, covenant or restriction of this Agreement is held by a
court of competent jurisdiction to be invalid, illegal, void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions set forth
herein shall remain in full force and effect and shall in no way be affected,
impaired or invalidated, and the parties hereto shall use their best efforts to
find and employ an alternative means to achieve the same or substantially the
same result as that contemplated by such term, provision, covenant or
restriction. It is hereby stipulated and declared to be the intention of the
parties that they would have executed the remaining terms, provisions, covenants
and restrictions without including any of those that may be hereafter declared
invalid, illegal, void or unenforceable.

         Section 12. CONFLICTING AGREEMENTS. The Company shall not enter into
any agreement with respect to its securities that is inconsistent with the
rights granted to the purchasers of Registrable Securities in this Agreement or
otherwise prevents the Company from complying with all of its obligations
hereunder.

         Section 13. HEADINGS. The headings in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement.

         Section 14. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made in New York by persons domiciled in New York City and without
regard to its principles of conflicts of laws. The Company and the Purchaser
agree to submit itself to the IN PERSONAM


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jurisdiction of the state and federal courts situated within the Southern
District of the State of New York with regard to any controversy arising out of
or relating to this Agreement. Any party shall have the right to seek injunctive
relief from any court of competent jurisdiction in any case where such relief is
available. Any dispute under this Agreement shall be submitted to arbitration
under the American Arbitration Association (the "AAA") in New York City, New
York, and shall be finally and conclusively determined by the decision of a
board of arbitration consisting of three (3) members (hereinafter referred to as
the "Board of Arbitration") selected as according to the rules governing the
AAA. The Board of Arbitration shall meet on consecutive business days in New
York City, New York, and shall reach and render a decision in writing (concurred
in by a majority of the members of the Board of Arbitration) with respect to the
amount, if any, which the losing party is required to pay to the other party in
respect of a claim filed. In connection with rendering its decisions, the Board
of Arbitration shall adopt and follow the laws of the State of New York. To the
extent practical, decisions of the Board of Arbitration shall be rendered no
more than thirty (30) calendar days following commencement of proceedings with
respect thereto. The Board of Arbitration shall cause its written decision to be
delivered to all parties involved in the dispute. The Board of Arbitration shall
be authorized and is directed to enter a default judgment against any party
refusing to participate in the arbitration proceeding within thirty days of any
deadline for such participation. Any decision made by the Board of Arbitration
(either prior to or after the expiration of such thirty (30) calendar day
period) shall be final, binding and conclusive on the parties to the dispute,
and entitled to be enforced to the fullest extent permitted by law and entered
in any court of competent jurisdiction. The prevailing party shall be awarded
its costs, including attorneys' fees, from the non-prevailing party as part of
the arbitration award. Any party shall have the right to seek injunctive relief
from any court of competent jurisdiction in any case where such relief is
available. The prevailing party in such injunctive action shall be awarded its
costs, including attorney's fees, from the non-prevailing party.

                            ************************




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         IN WITNESS WHEREOF, the parties hereto have caused this Registration
Rights Agreement to be duly executed, on the date first set forth above.

                                         ON2 TECHNOLOGIES, INC.



                                         By:
                                             -----------------------------------
                                               Douglas McIntyre, President & CEO


                                         CROSSOVER VENTURES, INC.



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




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