THIS  SUBORDINATED  CONVERTIBLE  PROMISSORY  NOTE  AND THE  SECURITIES  ISSUABLE
HEREUNDER  HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES ACT OF 1933 AND HAVE
BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION  WITH, THE
SALE OR  DISTRIBUTION  THEREOF.  NO SUCH  SALE OR  DISPOSITION  MAY BE  EFFECTED
WITHOUT AN EFFECTIVE  REGISTRATION  STATEMENT  RELATED  THERETO OR AN OPINION OF
COUNSEL  FOR THE  COMPANY  THAT  SUCH  REGISTRATION  IS NOT  REQUIRED  UNDER THE
SECURITIES ACT OF 1933.
------------------------------------------------------------------------------

$500,000.00                                                    December 22, 1999
                                                                 Los Angeles, CA


                          SYNTHONICS TECHNOLOGIES, INC.

                    CONVERTIBLE SUBORDINATED PROMISSORY NOTE


     FOR VALUE RECEIVED, Synthonics Technologies,  Inc., a Utah corporation (the
"Company"),  promises to pay to Future Media Productions, Inc ("Holder"), at its
offices at 25136 Anza  Drive,  Valencia,  CA 91355 or such other  location as is
reasonably  requested by Holder,  the  principal  sum of Five  Hundred  Thousand
$500,000.00.  Interest  shall accrue from the first  anniversary  of the date of
this Note on the unpaid  principal  amount at the rate equal to the average rate
of interest incurred by Holder on its outstanding secured borrowings, compounded
annually,  until paid. Such principal  amount,  together with accrued but unpaid
interest,  shall be payable on demand by the Holder after December 22, 2001 (the
"Term"),  unless  earlier  converted  in  accordance  with  Section  2  of  this
Convertible Note (the "Note").

     1. Payment. Payment shall be made in lawful tender of the United States and
shall be credited first to the accrued but unpaid interest due and the remainder
applied to principal.

     2.  Conversion.  Subject to and in compliance  with the  provisions of this
Section 2, up to but not  following  the first  anniversary  of the date of this
Note,  the Note may, at the option of the Holder,  be converted at any time into
fully-paid  and  nonassessable  shares of Common Stock.  The number of shares of
Common  Stock  to  which  the  Holder  shall be  entitled  to at any  time  upon
conversion  of the Note  shall be Eleven  Million,  Five  Hundred  and  Eighteen
Thousand and Ninety-Six (11,518, 096), subject to adjustment as provided herein.

          2.1.  Adjustment for Stock Splits,  Stock Subdivisions or Combinations
     of Shares. The number of shares of Common Stock issuable upon conversion of
     this Note (or any shares of stock or other  securities at the time issuable
     upon conversion of this Note) shall be proportionally  increased to reflect
     any  stock  split  or  subdivision  of  the  Company's   Common  Stock  and
     proportionally decreased to reflect any combination of the Company's Common
     Stock.

                                       1
<PAGE>
          2.2.  Adjustment  for  Dividends  or  Distributions  of Stock or Other
     Securities or Property.  In case the Company shall make or issue,  or shall
     fix a record date for the  determination  of eligible  holders  entitled to
     receive,  a dividend or other distribution with respect to the Common Stock
     (or any  shares  of stock or other  securities  at the time  issuable  upon
     conversion  of the Note)  payable in (a)  securities  of the Company or (b)
     assets  (excluding  cash  dividends  paid or payable solely out of retained
     earnings),  then, in each such case,  the Holder of this Note on conversion
     hereof at any time after the consummation, effective date or record date of
     such  dividend or other  distribution,  shall  receive,  in addition to the
     shares of Common Stock (or such other stock or securities) issuable on such
     conversion  prior to such date,  and  without  the  payment  of  additional
     consideration therefore, the securities or such other assets of the Company
     to which such Holder would have been entitled upon such date if such Holder
     had converted this Note on the date hereof and had  thereafter,  during the
     period from the date hereof to and including  the date of such  conversion,
     retained  such shares and all such  additional  securities  or other assets
     distributed  with  respect to such shares as  aforesaid  during such period
     giving effect to all adjustments called for by this Section 2.

          2.3.   Reclassification.   If  the  Company,  by  reclassification  of
     securities  or  otherwise,  shall change any of the  securities as to which
     purchase  rights under this Note exist into the same or a different  number
     of  securities  of any other class or classes,  this Note shall  thereafter
     represent  the right to acquire such number and kind of securities as would
     have  been  issuable  as the  result of such  change  with  respect  to the
     securities  that were  subject  to the  conversion  rights  under this Note
     immediately prior to such  reclassification or other change, and the number
     of shares of Common Stock  issuable  upon  conversion of this Note shall be
     appropriately  adjusted,  all subject to further  adjustment as provided in
     this Section 2. No  adjustment  shall be made  pursuant to this Section 2.3
     upon any  conversion or redemption of the Common Stock which is the subject
     of Section 2.5.

          2.4. Adjustment for Capital  Reorganization,  Merger or Consolidation.
     In case of any capital  reorganization  of the capital stock of the Company
     (other than a  combination,  reclassification,  exchange or  subdivision of
     shares  otherwise  provided for herein),  or any merger or consolidation of
     the  Company  with  or  into  another  corporation,  or the  sale of all or
     substantially all the assets of the Company then, and in each such case, as
     a part of such  reorganization,  merger,  consolidation,  sale or transfer,
     lawful  provision  shall  be made so that the  Holder  of this  Note  shall
     thereafter be entitled to receive upon conversion of this Note,  during the
     period specified herein,  the number of shares of stock or other securities
     or   property   of  the   successor   corporation   resulting   from   such
     reorganization,  merger,  consolidation,  sale or transfer that a holder of
     the  shares  deliverable  upon  conversion  of this  Note  would  have been
     entitled to receive in such reorganization,  consolidation, merger, sale or
     transfer  if  this  Note  had  been  converted   immediately   before  such
     reorganization,  merger,  consolidation,  sale or transfer,  all subject to
     further adjustment as provided in this Section 2. The foregoing  provisions
     of this Section 2.4 shall  similarly  apply to successive  reorganizations,
     consolidations, mergers, sales and transfers and to the stock or securities
     of any  other  corporation  that  are  at  the  time  receivable  upon  the
     conversion  of this Note.  If the  per-share  consideration  payable to the
     Holder hereof for shares in connection  with any such  transaction  is in a
     form  other  than  cash or  marketable  securities,  then the value of such
     consideration  shall be determined in good faith by the Company's  Board of

                                       2
<PAGE>
     Directors.  In all events,  appropriate  adjustment  (as determined in good
     faith by the Company's Board of Directors) shall be made in the application
     of the  provisions of this Note with respect to the rights and interests of
     the Holder after the  transaction,  to the end that the  provisions of this
     Note shall be applicable after that event, as near as reasonably may be, in
     relation to any shares or other property  deliverable after that event upon
     conversion of this Note.

          2.5.  Conversion  of Common  Stock.  In case all or any portion of the
     authorized  and  outstanding  shares of  Common  Stock of the  Company  are
     redeemed or converted or  reclassified  into other  securities  or property
     pursuant to the Company's Certificate of Incorporation or otherwise, or the
     Common Stock otherwise  ceases to exist,  then, in such case, the Holder of
     this Note, upon  conversion  hereof at any time after the date on which the
     Common Stock is so redeemed or converted,  reclassified  or ceases to exist
     (the "Termination Date"), shall receive, in lieu of the number of shares of
     Common Stock that would have been issuable upon such conversion immediately
     prior to the  Termination  Date, the securities or property that would have
     been received if this Note had been  converted in full and the Common Stock
     received thereupon had been simultaneously  converted  immediately prior to
     the Termination Date, all subject to further adjustment as provided in this
     Note.

     3.  Subordination.  The  indebtedness  evidenced  by this  Note  is  hereby
expressly  subordinated,  to the extent and in the manner hereinafter set forth,
in right of payment to the prior  payment  in full of all the  Company's  Senior
Indebtedness, as hereinafter defined.

          3.1  Senior  Indebtedness.  As used in this  Note,  the  term  "Senior
     Indebtedness"  shall mean the principal of and unpaid  accrued  interest on
     (i) current or future  indebtedness of the Company or with respect to which
     the Company is a guarantor, to banks, insurance companies,  lease financing
     institutions  or other  financial  institutions  regularly  engaged  in the
     business of lending  money,  which is for money  borrowed  (or  purchase or
     lease of equipment in the case of lease  financing) by the Company (whether
     or not  secured)  in the  ordinary  course of  business,  and (ii) any such
     indebtedness  or any  debentures,  notes or other evidence of  indebtedness
     issued  in  exchange  for such  Senior  Indebtedness,  or any  indebtedness
     arising from the satisfaction of such Senior Indebtedness by a guarantor.

          3.2  Default  on  Senior  Indebtedness.  If  there  should  occur  any
     receivership,   insolvency,   assignment  for  the  benefit  of  creditors,
     bankruptcy,  reorganization or arrangements with creditors  (whether or not
     pursuant  to  bankruptcy  or  other  insolvency   laws),  sale  of  all  or
     substantially  all of the  assets,  dissolution,  liquidation  or any other
     marshaling of the assets and  liabilities  of the Company,  or if this Note
     shall  be  declared  due and  payable  upon the  occurrence  of an event of
     default with respect to any Senior  Indebtedness,  then (i) no amount shall
     be paid by the Company in respect of the  principal  of or interest on this
     Note at the  time  outstanding,  unless  and  until  the  principal  of and
     interest on the Senior Indebtedness then outstanding shall be paid in full,
     and (ii) no claim or proof of claim  shall be filled with the Company by or
     on behalf of the Holder of this Note that shall assert any right to receive
     any  payments  in respect of the  principal  of and  interest on this Note,
     except  subject to the payment in full of the  principal of and interest on
     all of the Senior  Indebtedness then outstanding.  If there occurs an event
     of default  that has been  declared in writing  with  respect to any Senior
     Indebtedness,  or in the instrument under which any Senior  Indebtedness is
     outstanding,   permitting  the  holder  of  such  Senior   Indebtedness  to

                                       3
<PAGE>
     accelerate  the  maturity  thereof,  then,  unless  and until such event of
     default  shall have been cured or waived or shall have ceased to exist,  or
     all Senior  indebtedness  shall have been paid in full, no payment shall be
     made in respect of the principal of or interest on this Note, unless within
     180 days after the  happening of such event of default,  the  maturity,  of
     such Senior Indebtedness shall not have been accelerated.

          3.3 Effect of  Subordination.  Subject to the  rights,  if any, of the
     holders  of Senior  Indebtedness  under  this  Section 3 to  receive  cash,
     securities or other  properties  otherwise  payable or  deliverable  to the
     Holder of this Note,  nothing  contained in this Section 3 shall impair, as
     between the Company and the Holder, the obligation of the Company,  subject
     to the terms and  conditions  hereof,  to pay to the Holder  the  principal
     hereof and interest hereon as and when the same become due and payable,  or
     shall  prevent  the  Holder of this  Note,  upon  default  hereunder,  from
     exercising all rights,  powers and remedies otherwise provided herein or by
     applicable law.

          3.4  Subrogation.  Subject  to the  payment  in  full  of  all  Senior
     Indebtedness and until this Note shall be paid in full, the Holder shall be
     subrogated  to the  rights of the  holders of Senior  Indebtedness  (to the
     extent of  payments or  distributions  previously  made to such  holders of
     Senior  Indebtedness  pursuant  to the  provisions  of  Section 3 above) to
     receive payments or  distributions  of assets of the Company  applicable to
     the Senior  Indebtedness.  No such payments or distributions  applicable to
     the Senior  Indebtedness  shall,  as between the Company and its creditors,
     other than the holders of Senior  Indebtedness and the Holder, be deemed to
     be a payment by the  Company  to or on  account  of this Note;  and for the
     purposes of such  subrogation,  no payments or distributions to the holders
     of Senior Indebtedness to which the Holder would be entitled except for the
     provisions  of this  Section  3  shall,  as  between  the  Company  and its
     creditors, other than the holders of Senior Indebtedness and the Holder, be
     deemed  to be a payment  by the  Company  to or on  account  of the  Senior
     Indebtedness.

          3.5 Undertaking.  By its acceptance of this Note, the Holder agrees to
     execute and deliver such documents as may be reasonably requested from time
     to time by the Company or the lender of any Senior Indebtedness in order to
     implement  the foregoing  provisions  of this Section 3. The  provisions of
     this Section 3 shall bind any  successors  or assignees of Holder and shall
     benefit  any  successors  or assigns of any lender of Senior  Indebtedness,
     and, if the Company refinances a portion of the Senior  Indebtedness with a
     new  lender,  such new lender  shall be deemed a  successor  or assign of a
     lender of Senior  Indebtedness  for the  purposes  of this  Section 3. This
     Section  3 is  solely  for the  benefit  of Holder  and  lenders  of Senior
     Indebtedness and not for the benefit of the Company or any other party. The
     provisions  of this  Section 3 may be amended  only by  written  instrument
     signed by Holder and the  lenders of Senior  Indebtedness.  In the event of
     any legal  action to enforce the rights of a party,  under this  Section 3,
     the party prevailing in such action shall be entitled,  in addition to such
     other  relief  as  may be  granted,  all  reasonable  costs  and  expenses,
     including reasonable attorneys' fees, incurred in such action.

     4. Transfers.

          4.1 The  Holder  acknowledges  that this  Note has not  been,  and the
     Common  Stock,  when and if  issued,  will  not be,  registered  under  the
     Securities  Act of 1933 (the  "Securities  Act"),  and  agrees not to sell,
     pledge,  distribute,  offer for sale, transfer or otherwise dispose of this
     Note or any Common Stock issued upon its  conversion  in the absence of (i)

                                       4
<PAGE>
     an effective  registration  statement  under the  Securities Act as to this
     Note and/or such Common Stock and  registration  or  qualification  of this
     Note  and/or  such  Common  Stock  under any  applicable  Blue Sky or state
     securities law then in effect, or (ii) an opinion of counsel,  satisfactory
     to the Company,  that such registration and qualification are not required.
     Each certificate or other instrument evidencing shares of such Common Stock
     issued upon the  conversion of this Note shall bear a legend  substantially
     to the foregoing effect.

          4.2 Subject to the terms and  conditions  of this Note and  compliance
     with all applicable securities laws, this Note and all rights hereunder may
     be  transferred,  in whole,  but not in part,  (i) to the Holder's  parent,
     subsidiary or affiliate (including the parties to that certain June 2, 1999
     letter  agreement with the Company),  (ii) to the surviving  corporation in
     any merger or consolidation of the Holder with or into another  corporation
     or (iii) to the purchaser of all or substantially  all of the assets of the
     Holder,  on the books of the  Company  maintained  for such  purpose at the
     principal  office of the Company referred to above, by the Holder hereof in
     person,  or by duly  authorized  attorney,  upon  surrender  of  this  Note
     properly  endorsed and upon payment of any necessary  transfer tax or other
     governmental charge imposed upon such transfer.  Other than as permitted by
     the immediately  preceding sentence, no other transfer of this Note (or any
     shares of stock or other securities  issued upon the exercise  thereof) may
     be transferred  shall be permitted without the prior written consent of the
     Company, which may be granted or withheld in its sole discretion.

          4.3 Until any transfer of this Note is made in the Note register,  the
     Company may treat the registered  holder of this Note as the absolute owner
     hereof for all purposes;  provided,  however, that if and when this Note is
     properly assigned, the Company may (but shall not be required to) treat the
     bearer   hereof  as  the   absolute   owner   hereof   for  all   purposes,
     notwithstanding any notice to the contrary.

          The  Company  will  maintain  a  register  containing  the  names  and
     addresses of the registered holders of this Note. Any registered holder may
     change such  registered  holder's  address as shown on the Note register by
     written notice to the Company requesting such change.

          4.5 In the  discretion  of the Company,  the Company may condition any
     transfer of all or any portion of this Note upon the transferee's  delivery
     to the Company of a written agreement,  in form and substance  satisfactory
     to  the  Company,   whereby  the  transferee  (i)  makes  certain  standard
     investment  representations  and  warranties  to and for the benefit of the
     Company, in a form reasonably acceptable to the Company, and (ii) agrees to
     be bound by the  transfer  restrictions  set  forth in this  Section  4.

     5. Default.

          5.1 Events of Default.  The  occurrence of any of the following  shall
     constitute an "Event of Default" under this Note:

          a.   Default on Senior Indebtedness.  An event of default with respect
               to  any  Senior  Indebtedness  shall  occur,   including  without
               limitation  the failure to pay when due any principal or interest
               payment on the due date thereunder;

                                       5
<PAGE>
          b.   Voluntary Bankruptcy or Insolvency Proceedings. The Company shall
               (i)  apply  for or  consent  to the  appointment  of a  receiver,
               trustee,  liquidator  or  custodian  of  itself  or of  all  or a
               substantial  part of its  property,  (ii) be unable,  or admit in
               writing its inability, to pay its debts generally as they mature,
               (iii) make a general  assignment for the benefit of its or any of
               its  creditors,  (iv) be  dissolved or  liquidated  in full or in
               part,  (v)  become  insolvent  (as such  term may be  defined  or
               interpreted  under  any  applicable  statute),  (vi)  commence  a
               voluntary   case  or  other   proceeding   seeking   liquidation,
               reorganization  or other  relief  with  respect  to itself or its
               debts under any  bankruptcy,  insolvency or other similar law now
               or  hereafter  in effect or consent to any such  relief or to the
               appointment  of or  taking  possession  of  its  property  by any
               official in an  involuntary  case or other  proceeding  commenced
               against it, or (vii) take any action for the purpose of effecting
               any of the foregoing;

          c.   Involuntary Bankruptcy or Insolvency Proceedings. Proceedings for
               the appointment of a receiver,  trustee,  liquidator or custodian
               of  Company  or of  all or a  substantial  part  of the  property
               thereof,  or an  involuntary  case or other  proceedings  seeking
               liquidation,  reorganization  or other  relief  with  respect  to
               Company or the debts thereof under any bankruptcy,  insolvency or
               other  similar law or hereafter in effect shall be commenced  and
               an order  for  relief  entered  or such  proceeding  shall not be
               dismissed or discharged within thirty (30) days of commencement.

          5.2 Rights of Holder  Upon  Default.  Subject to the  Section 3 above,
     upon the  occurrence  or  existence of any Event of Default and at any time
     thereafter  during the  continuance  of such Event of  Default,  Holder may
     declare  all  outstanding  amounts  payable  by  Company  hereunder  to  be
     immediately due and payable  without  presentment,  demand,  protest or any
     other  notice of any kind,  all of which are hereby  expressly  waived.  In
     addition to the foregoing remedies, upon the occurrence or existence of any
     Event of Default,  Holder may  exercise  any other  right,  power or remedy
     granted to it or otherwise permitted to it by law, either by suit in equity
     or by action at law, or both.

     6. Investment; Transfer of Securities.

          6.1  Representations.  Holder has been  advised that this Note and the
     Common Stock issuable upon its conversion  (collectively referred to herein
     as the  "Securities")  have  not  and  will  not be  registered  under  the
     Securities Act of 1933, as amended (the  "Securities  Act"), nor registered
     or qualified under any state blue sky law,  pursuant to certain  exemptions
     from  registration  and  qualification,  and  that in this  connection  the
     Company is relying  in part on the  representations  of Holder set forth in
     this Section 6. Holder represents and Notes that Holder:

          a.   has a  preexisting  personal  or business  relationship  with the
               Company;

          b.   has such  knowledge  and  experience  in business  and  financial
               matters as to be capable of evaluating the merits and risks of an
               investment  in the Company and has the capacity to protect his or
               her own  interest  in  connection  with  the  acquisition  of the
               Securities;

                                       6
<PAGE>
          c.   has the financial ability to bear the economic risk of his or her
               investment,  has  adequate  means  for  providing  for his or her
               current needs and foreseeable contingencies, has no need now, and
               anticipates  no  need in the  foreseeable  future,  to  sell  the
               Securities,  is able to hold  the  Securities  for an  indefinite
               period  of time  and can  afford  a  complete  loss of his or her
               investment   (and  that  his  or  her   overall   commitment   to
               investments, including this one, which are not readily marketable
               is not  disproportionate  to his or her net worth,  and that this
               investment  will  not  cause  his or  her  commitment  to  become
               excessive);

          d.   is  acquiring  the  Securities  for his or her own  account,  for
               investment  purposes  only, and not with a view to or for sale in
               connection  with any resale or distribution of such Securities in
               violation of the Securities Act and no other person will have any
               direct  or  indirect  beneficial  interest  in or  right  to  the
               Securities;

          e.   was  not  presented  with or  solicited  by any  leaflet,  public
               promotional  meeting,  circular,  newspaper or magazine  article,
               radio or  television  advertisement  or any other form of general
               advertising or solicitation for the purchase of the Securities;

          f.   has had the  opportunity  to  discuss  with the  officers  of the
               Company,  all material  aspects of an  investment in the Company,
               including the  opportunity to ask such  questions  concerning the
               Company's business and other relevant matters as deemed necessary
               or desirable, and has been given all such information as has been
               requested,  in order  to  evaluate  the  merits  and  risks of an
               investment in the Company;

          g.   is not relying on the accuracy of any projections with respect to
               the Company or its  operations  in making any  investment  in the
               Company;

          h.   has had reasonable  opportunity to seek the advice of independent
               counsel  respecting  his or her  investment and the risks and the
               implications thereof; and

          i.   is a resident of the state  noted in his or her  address  line on
               the signature page hereto.

          6.2 The  representations  and  warranties  herein  contained  shall be
     binding upon the Holder's heirs, executors, administrators,  successors and
     assigns.

          6.3 Legend. Any certificate or certificates  evidencing the Securities
     shall bear a legend substantially in the following form:

          THE SECURITIES  EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
          UNDER THE SECURITIES ACT OF 1933 AND HAVE BEEN ACQUIRED FOR INVESTMENT
          AND  NOT  WITH  A  VIEW  TO,  OR  IN  CONNECTION  WITH,  THE  SALE  OR
          DISTRIBUTION  THEREOF.  NO SUCH SALE OR  DISPOSITION  MAY BE  EFFECTED
          WITHOUT AN  EFFECTIVE  REGISTRATION  STATEMENT  RELATED  THERETO OR AN
          OPINION OF  COUNSEL  FOR THE  COMPANY  THAT SUCH  REGISTRATION  IS NOT
          REQUIRED UNDER THE SECURITIES ACT OF 1933.

                                       7
<PAGE>
          6.4 Transfer.  No  Securities  shall be sold,  transferred,  assigned,
     pledged,   encumbered   or   otherwise   disposed   of  (with  or   without
     consideration) (each a "Transfer") and the Company shall not be required to
     register any such  Transfer  unless and until all of the  following  events
     shall have occurred:

          a.   the Securities are Transferred pursuant to and in conformity with
               (i)  (x) an  effective  registration  statement  filed  with  the
               Securities and Exchange Commission (the "Commission") pursuant to
               the Securities Act, or (y) an exemption from  registration  under
               the Securities  Act, and (ii) the securities laws of any state of
               the United States; and

          b.   Holder  has,  prior to the  Transfer of such  Securities,  and if
               requested by the Company,  provided all relevant  information  to
               Company's  counsel  so  that  upon  the  Company's  request,  the
               Company's  counsel is able to, and actually prepares and delivers
               to the Company a written  opinion that the proposed  Transfer (i)
               (x) is pursuant to a registration  statement which has been filed
               with the Commission and is then effective,  or (y) is exempt from
               registration  under the Securities Act as then in effect, and the
               rules and regulations thereunder, and (ii) is either qualified or
               registered  under any applicable state securities laws, or exempt
               from such  qualification or registration.  The Company shall bear
               all reasonable costs of preparing such opinion.

     7. Miscellaneous.

          7.1 Costs. If action is instituted to collect this Note by Holder, the
     Company hereby agrees to pay all costs and expenses,  including  reasonable
     attorneys' fees incurred by Holder in connection with such action.

          7.2 Delay.  No  extension  of time for  payment  of any  amount  owing
     hereunder  shall  affect the  liability,  of the Company for payment of the
     indebtedness  evidenced hereby. No delay by the Holder or any holder hereof
     in exercising any power or right hereunder shall operate as a waiver of any
     power or right hereunder.

          7.3 Waiver and Amendment.  No waiver or  modification  of the terms of
     this  Note  shall be valid  without  the  written  consent  of the  Holder;
     provided,  however, that any such waiver or modification of Section 3 shall
     require the written consent of all holders of Senior Indebtedness.

          7.4  Governing  Law.  THIS NOTE SHALL BE GOVERNED BY AND  CONSTRUED IN
     ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA AS APPLIED TO CONTRACTS
     ENTERED  INTO  BETWEEN  CALIFORNIA  RESIDENTS  WHOLLY  TO BE  PERFORMED  IN
     CALIFORNIA.

          7.5  Severability.  In case any  provision  contained  herein (or part
     thereof)  shall  for  any  reason  be  held  to  be  invalid,  illegal,  or
     unenforceable  in  any  respect,  such  invalidity,  illegality,  or  other
     unenforceability  shall not affect any other  provision  (or the  remaining
     part of the affected provision) hereof, but this Note shall be construed as
     if such invalid,  illegal, or unenforceable provision (or part thereof) had
     never been contained herein,  but only to the extent that such provision is
     invalid, illegal, or unenforceable.

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<PAGE>
          7.6 Notice.  Any notice or other  communication  required or permitted
     hereunder  shall be in writing  and shall be deemed to have been duly given
     on the date of service if served  personally or by facsimile,  or five days
     after the date of mailing if mailed,  by first  class mail,  registered  or
     certified, postage prepaid. Notices shall be addressed as follows:

            To Holder at:             Future Media Productions, Inc.
                                      25136 Anza Drive
                                      Valencia, CA 91355
                                      Attention: President

            To Company at:            Synthonics Technologies, Inc.
                                      31324 Via Colonias, Suite 106
                                      Westlake Village, CA 91362
                                      Attention:  President

or to such other  address as a party has  designated by notice in writing to the
other party in the manner provided by this Section 7.6.

          7.7  Counterparts.  This  Note  may  be  executed  in  any  number  of
     counterparts, each of which shall be an original, but all of which together
     shall constitute one instrument.

          7.8  Entire  Agreement.  This  Note  constitutes  the full and  entire
     understanding  and agreement between the parties with regard to the subject
     matter hereof.


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<PAGE>
     IN WITNESS  WHEREOF,  the Company has caused this Note to be duly  executed
and delivered by its authorized officer as of the date first above written.


                                            COMPANY:

                                            SYNTHONICS TECHNOLOGIES, INC.


                                            By:




                                            HOLDER:

                                            FUTURE MEDIA PRODUCTIONS, INC.


                                            By:

                                            Title:


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