ON2 TECHNOLOGIES INC
LETTER OF INTENT
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<TYPE>EX-10.10
<SEQUENCE>5
<FILENAME>y87735exv10w10.txt
<DESCRIPTION>LETTER OF INTENT
<TEXT>
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                                                                   EXHIBIT 10.10

                                LETTER OF INTENT
                                     BETWEEN
         ON2 TECHNOLOGIES, INC. AND BEIJING E-WORLD TECHNOLOGY CO., LTD.

This Letter of Intent between On2 Technologies, Inc. ("On2") and Beijing E-world
Technology Co., Ltd. ("E-world") memorializes their present intention to enter
into agreements whereby E-world will make an investment in On2, upon the
following principal terms and conditions:

      1. On2 and E-world will enter into a stock purchase agreement (the "Stock
Purchase Agreement") pursuant to which E-world will agree to purchase, and On2
will agree to issue, 1,800,000 shares (the "Shares") of On2's common stock at a
price that equals $0.675 (the average closing price of On2's common stock on the
American Stock Exchange for the 30 days prior to the date hereof minus 10%) (the
"Investment"). In the event that On2 and E-world do not enter into the
Definitive Documents (as defined below) within 30 days of the date hereof, the
Price shall be adjusted to the average closing price of On2's common stock on
the American Stock Exchange for the 30 days prior to the date of the closing of
the Investment.

      2. (a) The sale and issuance of the Shares shall be conditioned upon
E-world and On2 receiving all necessary and appropriate approvals from the
relevant agencies or authorities of the PRC and U.S. governments of the
Investment.

      (b) On2 will issue the Shares pursuant to the "private placement"
exemption from registration under the Securities Act of 1933 (the "Securities
Act"), or, at On2's election, under Regulation S promulgated under the
Securities Act. In either case, the Shares received by E-world will therefore be
restricted securities within the meaning of Rule 144 promulgated under the
Securities Act and will not be eligible for resale except in accordance with the
resale provisions of Rule 144 or pursuant to another exemption from registration
under U.S. securities laws.

      (c) E-world agrees that none of the Shares will be sold without the prior
written consent of On2 until the 12-month anniversary of the issuance of the
Shares to E-world (the "Restricted Period"). Following the expiration of the
Restricted Period, E-world may sell no more than 10% of the Shares initially
received during each 3 month period following expiration. Beginning at the end
of the restricted period, E-world will be entitled to two "piggy-back"
registrations, on customary terms.

      (d) On2 will agree to issue to E-world a warrant (the "Warrant") to
purchase 700,000 shares of On2's common stock at a price equal to the Price. The
Warrant will have a 3-year term.

      (e) Upon the closing of the Investment, E-world will be permitted to
appoint an E-world designee reasonably acceptable to On2 to serve on the On2
board of directors. The E-world designee must be an E-world employee or
director.

      (f) E-world will not:
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            (i) directly or indirectly acquire additional shares of On2's common
            stock that would result in E-world directly or indirectly owning
            more than 5% of the outstanding voting securities of On2 without the
            prior written consent of On2

            (ii) engage in any short sale of any shares of On2's common stock;


            (iii) institute any proxy contest for the election of On2
            director(s); or


            (iv) form or become a member of any "group" (as defined in Section
            13(d) of the Securities Exchange Act of 1934 (the "Exchange Act"))
            that would require the filing of Schedule 13d under the requirements
            of the Exchange Act.

      (f) E-world will:

            (i) vote the Shares for the persons nominated by management to serve
            as the directors of On2; and

            (ii) file all schedules and reports required to be filed by a
            stockholder under the Exchange Act and any other applicable law or
            regulation within the time periods required thereby.

      3. E-world and On2 each acknowledge that they have not entered into, and
will not enter into, any agreement with any party or person that would result in
any broker's or finder's fees pertaining to or arising out of the Investment.
Each party shall be responsible for its own fees and expenses incurred in
connection with the Investment.

      4. E-world will make no disclosure of the negotiation of the Investment,
or any information relating to the Investment or On2, or the existence or terms
of this Letter of Intent, or use any of the foregoing types of information,
without the prior written consent of On2. Nothing herein shall limit or
prejudice the terms and conditions of the Confidentiality Agreement between the
parties dated December 10, 2002 and the April, 2003 Proprietary Information
Non-Disclosure Agreement which shall remain in full force and effect in
accordance with its terms. On2 and E-world agree to use their best efforts to
avoid any trading in securities of the other party by any of its officers,
directors, employees and agents that would be based on material nonpublic
information that relates to the proposed Investment or that was learned in the
due diligence process.

      5. This Letter of Intent and the Definitive Documents shall be governed by
and construed under the laws of the State of New York, United States of America.
Any dispute arising out of or in connection with Section 3 or 4 of this Letter
of Intent or the Definitive Documents shall be referred to the London Court of
International Arbitration (the "LCIA") and finally settled by arbitration in
accordance with the rules of the LCIA. The place of the arbitration shall be
London, England and the language of the arbitration shall be English.
Notwithstanding the foregoing, before or during any arbitration proceedings, On2
may avail itself of equitable relief or any conservatory or interim measures
available under law in any country, and where necessary, may apply to local
courts in any such country to authorize or ensure the application of such
measures.

      7. Except for Section 3, 4, and 5 hereof, it is understood that this
Letter of Intent merely expresses the intentions of the parties hereto with
respect to the matters set forth above
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and that any legal obligation of On2 or E-world with respect to such matters
shall be only as set forth in the Stock Purchase Agreement and such other
agreements as may be necessary to effectuate the Investment (collectively, the
"Definitive Documents") and that there will be no obligation on the part of any
party hereto in respect of the matters contemplated hereby unless and until the
Definitive Documents and any related agreements are executed and delivered by
the respective parties thereto.

BEIJING E-WORLD TECHNOLOGY CO., LTD.        ON2 TECHNOLOGIES, INC.

By: /s/ Hao Jie                             By: /s/ Mark Meagher
Its: President                              Its:EVP/Chief Financial Officer
Date: 6/21/03                               Date: 6/21/03




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