SUBSCRIPTION AGREEMENT FOR CONVERTIBLE NOTE OF
                          SYNTHONICS TECHNOLOGIES, INC.

     This Subscription Agreement is made this 22nd day of December, 1999, by and
between  Synthonics  Technologies,  Inc., a Utah  Corporation  (hereinafter  the
"Company"  or  "Synthonics")  and the  undersigned  prospective  purchaser  (the
"Purchaser")  who is  subscribing  for a note,  in the form  attached  hereto as
Exhibit  A (the  "Note"),  convertible  pursuant  to the  terms  and  conditions
thereof,  into ELEVEN MILLION, FIVE HUNDRED AND EIGHTEEN THOUSAND AND NINETY-SIX
(11,518,096)  shares  of  Common  Stock of the  Company,  par  value  $.01  (the
"Shares").

     The Note and the Shares have not been  registered  with the  Securities and
Exchange  Commission  or any  State  securities  commission  in  reliance  of an
exemption  from such  registration  pursuant to Rule 506 of  Regulation D of the
Securities Act of 1933 (the "Act") and certain other State  securities laws. The
Note and the Shares are  "Restricted  Securities"  as defined in the Act and may
not be resold unless registered under the Act, or an exemption from registration
under the Act is available.

     In consideration  of the Company's  agreement to sell the Note and upon the
conversion of the Note in accordance with its terms to accept the undersigned as
a Shareholder of the Company, the undersigned agrees and represents as follows:

     1. SUBSCRIPTION.

          1.1. The  undersigned  hereby  subscribes to purchase the Note for the
     cash  consideration  of FIVE HUNDRED  THOUSAND  DOLLARS  ($500,000) and the
     non-cash and/or other  consideration  described in that certain "Investment
     Term Sheet" attached hereto as Exhibit B (the "Term Sheet"),  the terms and
     conditions  of  which  are  hereby  incorporated  into  this  Agreement  by
     reference.  The cash  portion  of the  consideration  set forth in the Term
     Sheet shall be paid and delivered to the Company at a closing to be held on
     December 23, 1999 in the form of a check or wire transfer  (the  "Payment")
     payable to Synthonics  Technologies,  Inc.,  31324 Via Colinas,  Suite 106,
     Westlake Village, California 91362.

          1.2 It is understood and agreed that this subscription is made subject
     to the following terms and conditions:

               (a) The Company shall have the right to accept or reject this and
          any  other  subscription  for the Note in whole or in part at any time
          prior to the closing (the "Closing Date) of the sale of the Note being
          purchased hereby,  notwithstanding prior receipt by the undersigned of
          notice of acceptance; and

               (b) In the event this Subscription is accepted by the Company, in
          whole or in part,  and subject to the  conditions set forth in Section
          1.2(a) above of this Subscription Agreement, the Company shall deliver
          to you the Note,  substantially  in the form of Exhibit A, executed by
          an authorized officer of the Company and a fully executed copy of this
          Subscription Agreement.


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     2. REPRESENTATIONS AND WARRANTIES OF THE SUBSCRIBER

          2.1 The  undersigned  hereby  represents  and  warrants to, and agrees
     with, the Company as follows:

               (a) The Note is being  purchased for his or her own account,  for
          investment purposes only, and not for the account of any other person,
          and not with a view to distribution, assignment or resale to others or
          to  fractionalization  in whole or in part and no other  person has or
          will have a direct or indirect  beneficial interest in the Note or the
          Shares and the  undersigned  will not sell,  hypothecate  or otherwise
          transfer  the  Note  or the  Shares  except  in  accordance  with  the
          Securities  Act of 1933 (the "ACT") and  applicable  state  securities
          laws  or  unless,  in the  opinion  of  counsel  for the  Company,  an
          exemption from the registration  requirements of the ACT and such laws
          is available.

               (b) The  undersigned  has been  furnished  with and has carefully
          read  the  Public  Filings  and  all  other   information   which  the
          undersigned considers necessary or appropriate for deciding whether to
          purchase the Note. In evaluating  the  suitability of an investment in
          the Company,  the undersigned has not relied upon any  representations
          or other  information  (whether oral or written) from the Company,  or
          any of its agents other than as set forth in the Public  Filings,  and
          no oral or written  representations  have been made or oral or written
          information  furnished to the undersigned or his advisors,  if any, in
          connection  with  the  offering  of the  Note  which  were  in any way
          inconsistent with the Public Filing.

               (c)  The  Company  has  made  available  to the  undersigned  all
          documents and information that the undersigned has requested  relating
          to an investment in the Company.

               (d) The undersigned  recognizes the Company is an emerging growth
          stage  Company,  that  it  has  generated  very  little  revenue  from
          operations, has limited working capital and that proposed development,
          marketing  and  promotional  expenditures  are  expected  to result in
          additional  losses over at least the next twelve  months,  and perhaps
          longer.  Investment  in the Company  involves  substantial  risk,  and
          investors  should not  purchase  the Note  unless  they can afford the
          complete loss of their investment,  and the undersigned has taken full
          cognizance of and  understands  all of the risk factors related to the
          purchase of the Note.

               (e) The  undersigned  has  carefully  considered  and has, to the
          extent he  believes  such  discussion  necessary,  discussed  with his
          professional  legal, tax and financial  advisers the suitability of an
          investment  in the  Company  for  his  particular  tax  and  financial
          situation and he has determined that the Note is a suitable investment
          for him or her.

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<PAGE>
               (f) All  information  which the  undersigned  has provided to the
          Company  concerning  the  undersigned  and his  financial  position is
          correct  and  complete  as of the date set forth  below,  and if there
          should be any change in such  information  prior to the  conversion of
          the Note, he or she will  immediately  provide such information to the
          Company and will promptly send confirmation of such information to the
          Company.

               (g) If this  Subscription  Agreement is executed and delivered on
          behalf of a partnership, corporation, trust, estate or other entity:

                    (i) the undersigned's execution, delivery and performance of
               and  under  this  Subscription   Agreement,   and  all  documents
               ancillary  hereto,  and  the  consummation  of  the  transactions
               contemplated  hereby and thereby have been duly  authorized,  and
               the  undersigned  is duly  authorized  (a) to execute and deliver
               this Subscription  Agreement and all other  instruments  executed
               and delivered on behalf of such partnership,  corporation, trust,
               estate or other entity,  in  connection  with the purchase of the
               Shares; and (b) to purchase and hold Shares,

                    (ii)  such  entity  has not  been  formed  for the  specific
               purpose of acquiring the Note; and

                    (iii) when  executed  and  delivered  by the  Company,  will
               constitute such partnership's,  corporation's,  trust's, estate's
               or other entity's legal, valid and binding obligation enforceable
               against it in accordance with its terms.

               (h) The  undersigned is an "Accredited  Investor" as such term is
          defined in Rule 501(a) of Regulation D of the Securities Act of 1933.

               (i) The  undersigned  acknowledges  that the Note and the  Shares
          have not been registered  with the Securities and Exchange  Commission
          or any State  securities  commission in reliance of an exemption  from
          such registration  pursuant Rule 506 of Regulation D and certain other
          State  securities  laws.  The Note and (upon  issuance) the Shares are
          "Restricted  Securities"  as  defined in the Act and may not be resold
          unless  registered  under the Act, or an exemption  from  registration
          under the Act is available.

               (j) You have been  advised by the Company  that this  transaction
          has not been reviewed,  approved or disapproved,  by the United States
          Securities and Exchange Commission or any securities  administrator of
          any State in the United  States or  self-regulatory  organization,  in
          reliance of an exemption from such  registration  pursuant to Rule 506
          of Regulation D and certain other State  securities laws, and that the
          Company's  reliance thereon is based in part upon the  representations
          made by you in this Subscription  Agreement.  You acknowledge that you
          have been informed by the Company of, or are otherwise  familiar with,
          the nature of the  limitations  imposed by the  Securities Act and the
          rules  and  regulations  thereunder  on the  transfer  of  securities,
          including Rule 144 of the Act. In particular,  you agree that no sale,

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<PAGE>
          assignment  or transfer of the Note or,  upon  conversion,  the Shares
          shall be valid or effective,  and the Company shall not be required to
          give any effect to any such sale,  assignment or transfer,  unless (i)
          the  sale,  assignment  or  transfer  of the  Note or the  Shares  are
          registered  under the Securities Act, it being understood that neither
          the Note nor the Shares are currently registered for sale and that the
          Company has no  obligation  or intention to so register  such, or (ii)
          the Note or,  upon  conversion,  the  Shares  are  sold,  assigned  or
          transferred in accordance with all the requirements and limitations of
          Rule 144, it being  understood  that Rule 144 is not  available at the
          present  time for the sale of the Note or the  underlying  Shares,  or
          (iii) such sale,  assignment,  or  transfer is  otherwise  exempt from
          registration  under the Securities Act. You acknowledge  that the Note
          and, upon  conversion,  the Shares shall be subject to a stop transfer
          order  and  the  certificates  evidencing  any  Shares  shall  bear  a
          restrictive legend.

               (k) It never has been represented, guaranteed or warranted by any
          broker,  the Company,  any of the officers,  directors,  shareholders,
          attorneys,  employees  or agents  of  either,  or any  other  persons,
          whether expressly or by implication, that:

                    (i) the Company or you will realize any given  percentage of
               profits,  if any, or amount or type of consideration,  profit, if
               any,  or loss  as a  result  of the  Company  activities  or your
               investment in the Company; or

                    (ii) the past performance or experience of the management of
               the Company, or of any other person, will in any way indicate the
               future  results  of the  ownership  of the  securities  or of the
               Company's activities.

               (l) You  acknowledge  that you  understand  the meaning and legal
          consequences of the representations  and warranties  contained in this
          Section 2.1, and you hereby agree to indemnify  and hold  harmless the
          Company and each incorporator,  officer, director, employee, attorney,
          agent and controlling person thereof,  past,  present or future,  from
          and against any and all loss,  damage or  liability  due to or arising
          out of a breach of any such representation or warranty.

               (m)  Neither  this  Subscription  Agreement,   nor  any  of  your
          interests herein,  shall be assignable or transferable by you in whole
          or in part except by operation of law.

               (n) You are  not  subscribing  for  the  Note as a  result  of or
          subsequent   to  any   advertisement,   article,   notice   or   other
          communication published in any newspaper, magazine or similar media or
          broadcast  over  television  or radio,  or presented at any seminar or
          meeting,  or  any  solicitation  of a  subscription  by a  person  not
          previously  known to you in connection with  investments in securities
          generally.

               (o) You or your purchaser  representative have such knowledge and
          experience in finance, tax, securities, investments and other business
          matters so as to be able to protect your interests in connection  with
          this transaction,  and your investment in the Company hereunder is not
          material when compared to your total financial capacity.

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<PAGE>
               (p) The foregoing  representations  and  warranties  are true and
          accurate as of the date  hereof,  shall be true and accurate as of the
          date of the  acceptance  hereof by the Company  and shall  survive the
          execution and delivery of this Subscription Agreement and the purchase
          of the Note, the conversion of the Note and thereafter.

               (q) The undersigned shall indemnify and hold harmless the Company
          and  any  of  its  officers,  employees,  registered  representatives,
          directors or control  persons of any such entity who was or is a party
          or is  threatened  to be made a party to any  threatened,  pending  or
          completed  action,  suit  or  proceeding,   whether  civil,  criminal,
          administrative  or  investigative,  by reason of or  arising  from any
          actual  or  alleged  misrepresentation  or  misstatement  of  facts or
          omission to  represent or state facts made by the  undersigned  to the
          Company  concerning  himself or his  financial  position in connection
          with  the  offering  or sale of the  Note or the  Shares  which is not
          remedied by timely  notice to the Company as provided  above,  against
          losses,  liabilities  and expenses for which the Company or any of its
          officers, employees, registered representatives,  directors or control
          persons of any such entity which have not  otherwise  been  reimbursed
          (including  attorneys'  fees,  judgments,  fines and  amounts  paid in
          settlement)  as  actually  and  reasonably  incurred by such person or
          entity in connection with such action, suit or proceeding.

     3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     The Company represents and warrants to, and agrees with, you as follows:

     3.1 Organization.  Company is duly organized,  validly existing and in good
standing  under  the laws of the  State of Utah,  with all  requisite  power and
authority to own, lease, license, and use its properties and assets and to carry
out the business in which it is engaged as described in the Public Filings.  The
Company is duly qualified to transact the business in which it is engaged and is
in good standing as a foreign  corporation  in every  jurisdiction  in which its
ownership, leasing, licensing or use of property or assets or the conduct of its
business make such  qualification  necessary,  except where the failure to be so
qualified  would not, in the  aggregate,  have a material  adverse effect on the
business,  operations,  liabilities or condition (financial or otherwise) of the
Company.

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<PAGE>
     3.2 Capitalization.

               (a)  The   Company   is   authorized   by  its   Certificate   of
          Incorporation, as amended, to issue 100,000,000 shares of Common Stock
          and  20,550,000  shares of  Preferred  Stock,  and at the date of this
          Agreement,  28,421,679 shares of the Common Stock are currently issued
          and outstanding,  and 10,000 shares of Series A Convertible  Preferred
          Stock,  par  value  $10.00  per  share  (the  "Preferred  Stock")  are
          currently  issued and  outstanding.  The Company  has also  authorized
          20,000,000  shares of Series B  Preferred  Stock par value  $0.01,  of
          which no shares are issued and outstanding.  Immediately  prior to the
          issuance  of the Note,  the Company  had  45,919,386  shares of Common
          Stock  outstanding  on a fully  diluted  basis.  All of the issued and
          outstanding  shares of the Common Stock and the  Preferred  Stock have
          been  duly  authorized  and  validly  issued  and are  fully-paid  and
          non-assessable  and were  issued  in  material  compliance  with or in
          reliance upon an exemption or exemptions  from, the  registration  and
          prospectus  delivery  requirements of all applicable state and federal
          laws  regulating the offer,  sale or issuance of  securities,  and the
          purchasers of such securities have no right to rescission arising from
          failure by the  Company  to comply  with  applicable  state or federal
          securities  laws.  The  Company  has no  authority  to issue any other
          classes or series of capital stock.

               (b)  Except as set forth in the  Public  Filings,  and except for
          options  granted  under any  stock  option  or  incentive  plan of the
          Company,  there are no outstanding  options,  contracts,  commitments,
          warrants,   preemptive  rights  agreements  or  other  rights  of  any
          character  affecting or relating in any manner to the  issuance,  upon
          the  conversion of the Note, of the Shares or other equity  securities
          of the Company,  or  entitling  any person or entity to acquire any of
          the  Shares  or other  equity  securities  of the  Company,  including
          options granted under any stock option or incentive plan.

     3.3 Public  Filings.  The Company has  heretofore  furnished the Purchasers
with true and  complete  copies of the  following  public  filings  (the "Public
Filings")  of the Company:  (i) Annual  Report on Form 10-KSB for the year ended
December 31, 1998, as filed with the SEC, (ii)  Quarterly  Report on Form 10-QSB
for the fiscal  quarter  ended  September  30, 1999 (a copy of which is attached
hereto as Exhibit C),  (iii) Proxy  Statement  relating  to the  Company's  1999
Annual  Meeting,  (iv) the Proxy  Statement,  filed with the SEC on November 19,
1999,  relating to the  Company's  proposed  re-incorporation  in  Delaware  and
adoption of a new stock option plan, and (v) all other reports,  other than Form
SR's or Registration Statements filed by the Company with the SEC since December
31, 1998. As of their respective dates, such reports and statements  complied as
to form in all material  respects with the requirements  applicable  thereto and
did not  contain  any untrue  statement  of a  material  fact or omit to state a
material fact required to be stated therein or necessary to make the statements,

                                       6
<PAGE>
in light of the  circumstances  under which they were made, not misleading.  The
audited financial  statements and unaudited interim financial  statements of the
Company included or incorporated by reference in such reports have been prepared
in  accordance  with  GAAP  applied  on a  consistent  basis  (except  as may be
indicated  therein or in the notes  thereto)  and  fairly  present  the  assets,
liabilities and financial position of the Company as of and at the dates thereof
and the results of operations and changes in financial  position for the periods
then ended,  subject in the case of the unaudited interim financial  statements,
to normal,  recurring year-end  adjustments and any other adjustments  described
therein. As of September 30, 1999, the Company had no Liabilities or obligations
(absolute, accrued, contingent or otherwise) material to the Company of a nature
required  by  GAAP  to  be  stated  on a  balance  sheet  of  the  Company  (the
"Liabilities")  which were not  reflected on the balance  sheet  included in the
Company's  Quarterly  Report on form 10-QSB for the period ended  September  30,
1999 (the "Balance  Sheet").  Since September 30, 1999, the Company has incurred
no  Liabilities  except  (a)  Liabilities  incurred  in the  ordinary  course of
business consistent with past practice and (b) Liabilities incurred,  other than
in the ordinary course of business consistent with past practice,  which do not,
individually or in the aggregate, exceed $100,000, other than a loan from Future
Media Productions, Inc. in the principal amount of $100,000.

     3.4  Authorization.  The Company has all  requisite  power and authority to
execute,  deliver and perform its obligations under this Subscription Agreement,
and to issue, sell and deliver the Note, and upon conversion,  the Shares.  This
Subscription  Agreement has been duly  authorized by the Company,  and (subject,
with  respect to  enforceability,  to the  provisions  of specific  performance,
bankruptcy  and  similar  laws and  principles  of  equity)  when  executed  and
delivered  by  the  Company,  will  constitute  the  legal,  valid  and  binding
obligations of the Company, enforceable as to the Company in accordance with its
respective terms.

     3.5 To the best of the  Company's  knowledge,  no  consent,  authorization,
approval,  order,  license,  certificate or permit of or from, or declaration or
filing  with, a federal,  state,  local or other  governmental  authority or any
court or any other  tribunal  is  required  by the  Company  for the  execution,
delivery or performance by the Company of this  Subscription  Agreement,  or the
execution,  issuance, sale, delivery or performance of the its obligations under
the Note,  or upon  conversion  of the Note,  the  issuance  and delivery of the
Shares (except as specified herein or as may be required under Federal and State
securities laws).

     3.6 To the best of the Company's knowledge,  no consent of any party to any
contract, agreement, instrument, lease, license, arrangement or understanding to
which the  Company  is a party or to which any of its  properties  or assets are
subject is required for the execution, delivery or performance by the Company of
this Subscription Agreement.

     3.7 The  execution,  delivery and  performance by the Company in accordance
with the terms and conditions of this Subscription Agreement, and the execution,
issuance, sale, and delivery of the Note, and upon conversion, the Shares by the
Company in accordance with any instrument or other document governing the rights
and obligations of any such securities, will not violate, result in a breach of,
conflict  with (with or without  the giving of notice or the  passage of time or
both) or entitle any party to  terminate  or call a default  under any  material
contract, agreement, instrument, lease, license, arrangement or understanding or
violate or result in a breach of any term of the certificate of incorporation or
by-laws of, or  conflict  with any law,  rule,  regulation,  order,  judgment or
decree binding upon, the Company or to which any of its operations,  businesses,
properties  or assets  are  subject,  the  result  of which may have a  material
adverse effect on the business, operations,  liabilities or condition (financial
or otherwise) of the Company.

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<PAGE>
     3.8 To the  knowledge of the Company the Public  Filings do not contain any
untrue  statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein not misleading.
There has been no material adverse change in the financial condition, results of
operation,  business, properties, assets, liabilities or future prospects of the
Company from the latest information set forth in the Public Filings.

     4. REGISTRATION RIGHTS

     4.1  Definitions.  For the purposes of this Agreement,  the following words
shall have the meanings set forth below:

          (a) An "Affiliate"  of any Person is any other Person which  controls,
     is controlled by or is under common control with such Person.

          (b)  "Registrable  Securities"  means (x) the Common  Stock  issued or
     issuable upon the conversion of the Note; and (y) any Common Stock or other
     securities of the Company issued or issuable with respect to the securities
     identified in clause (x) above by reason of a stock dividend or stock split
     or in  connection  with a  conversion,  exchange,  combination  of  shares,
     recapitalization, merger, consolidation or other reorganization.

          Each share of Registrable  Securities shall continue to be Registrable
     Securities in the hands of each subsequent holder thereof;  provided,  that
     each  share  of  Registrable  Securities  shall  cease  to  be  Registrable
     Securities  when  transferred  to any Person who is not an  Affiliate  of a
     holder of Registrable Securities,  pursuant to a registered public offering
     or pursuant to Rule 144.

          (c) The terms "register,"  "registered" and "registration"  refer to a
     registration  effected by preparing and filing a registration  statement in
     compliance with the Securities Act.

     4.2 Incidental Registration.

          (a) If the  Company  at any  time  proposes  to  register  on a firmly
     underwritten  public  offering  basis any of its Common Stock to be offered
     for cash for its own account  pursuant thereto it shall give written notice
     (the  "Company's  Notice"),  at its expense,  to all holders of Registrable
     Securities  of its  intention to do so at least 15 days prior to the filing
     of a  registration  statement  with respect to such  registration  with the
     Commission.  If any holder of Registrable  Securities desires to dispose of
     all or part of such stock, he, she or it may request  registration  thereof
     in connection with the Company's registration by delivering to the Company,
     within ten days after receipt of the Company's  Notice,  written  notice of
     such  request  (the  "Holder's  Notice")  stating  the  number of shares of
     Registrable  Securities  which such holder  desires to sell pursuant to the
     registration.  The Company  shall use its best  efforts to cause all shares
     specified in the Holder's Notice to be registered  under the Securities Act
     so as to permit the sale or other  disposition by such holder or holders of
     the shares so registered,  subject however, to the limitations set forth in
     Section 4.3 hereof.

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<PAGE>
          (b) Notwithstanding anything to the contrary contained in this Section
     4.2,  no person  (as  defined,  for these  purposes,  in Rule 144) who then
     beneficially  owns  1% or  less  of  outstanding  shares  of any  class  of
     securities of the Company or is not subject to the volume  limitations  set
     forth in Rule 144 may request  that any of its  Registrable  Securities  be
     included in any  registration  statement  filed by the Company  pursuant to
     this Section 4.2 unless,  in the opinion of counsel for such  person,  such
     person's  intended  disposition  of  Registrable  Securities  could  not be
     effected within 90 days of the date of said opinion without registration of
     such shares under the Securities Act (assuming,  for this purpose,  that if
     "current  public  information"  (as defined in Rule 144) is available  with
     respect to the  Company as of the date of such  opinion,  it will remain so
     available for such 90-day period).

          4.3 Limitations on Incidental Registration.

          (a) The Company  shall have the right to limit the  aggregate  size of
     the offering or the number of shares to be included therein by shareholders
     of the  Company  if  requested  to do so in  good  faith  by  the  managing
     underwriter  or agent of the  offering.  Only  securities  which  are to be
     included in the underwriting may be included in the registration.

          (b) Whenever the number of shares which may be registered  pursuant to
     Section  4.2 is limited by the  provisions  of Section  4.3(a)  above,  the
     Company  will  include  in such  registration,  (i)  first,  the shares the
     Company proposes to sell, (ii) second,  the Common Stock issued or issuable
     upon conversion of the Series A Convertible Preferred Stock allocated among
     the holders of such stock (iii) third,  the Common Stock issued or issuable
     upon conversion of the Series B Preferred Stock allocated among the holders
     of such stock and (iv) fourth, the other securities requested to be sold by
     all other  shareholders  of the Company who have the  contractual  right to
     include all or a portion of their shares in the registration  allocated pro
     rata  among  such  holders  on the  basis  of  the  number  of  registrable
     securities owned by each such holder;  provided, that if any such holder of
     Registrable Securities or holder of other securities would thus be entitled
     to include  more shares than such holder  requested to be  registered,  the
     excess will be allocated among the other holders of Registrable  Securities
     or the  holders  of other  securities,  respectively,  on the  basis of the
     number of shares of Registrable Securities or other registrable securities,
     respectively, then held by each holder.

          (c) The Company may grant  subsequent  investors  registration  rights
     which  shall have  priority  over the  registration  rights  granted to the
     holders of Registrable Securities by this Agreement.

     4.4  Expenses of  Registration.  All  expenses  incurred in  effecting  any
registration pursuant to Section 4.2 hereof, including,  without limitation, all
registration  and filing fees,  printing  expenses,  expenses of compliance with
Blue Sky laws, fees and  disbursements of counsel for the Company,  and expenses
of any audits incidental to or required by any each registration  shall be borne
by the Company;  provided, that each holder of Registrable Securities shall bear
his, her or its own legal expenses (if he, she or it retains  separate  counsel)
and all underwriting  discounts or brokerage fees or commissions relating to the
sale of its  Registrable  Securities  or  other  registrable  securities  of the
Company.

                                       9
<PAGE>
     4.5 Indemnification.

          (a) In the event of any  registration  of any of its securities  under
     the Securities Act pursuant to this Agreement,  the Company shall indemnify
     and hold  harmless  each holder of  Registrable  Securities  requesting  or
     joining in a registration of such securities,  each underwriter (as defined
     in the Securities Act), and each controlling  person (within the meaning of
     the  Securities  Act) of any holder or  underwriter,  if any,  against  any
     losses,  claims,  damages or  liabilities,  joint or several (or actions in
     respect thereof),  to which such holder,  underwriter or controlling person
     may be subject  under the  Securities  Act,  under any other  statute or at
     common law,  insofar as such losses,  claims,  damages or  liabilities  (or
     actions in respect  thereof)  arise out of or are based upon (i) any untrue
     statement (or alleged  untrue  statement) of any material fact contained in
     any  registration  statement  under which such  securities  were registered
     under the Securities  Act, any preliminary  prospectus or final  prospectus
     contained therein,  or any summary prospectus issued in connection with any
     securities being registered, or any amendment or supplement thereto, or any
     other  document  used  to  sell  the   securities   (including  an  illegal
     prospectus),  or (ii) any omission (or alleged omission) to state therein a
     material  fact  required  to be stated  therein  or  necessary  to make the
     statements therein not misleading, or (iii) any violation by the Company of
     the  Securities  Act  or any  Blue  Sky  law,  or any  rule  or  regulation
     promulgated under the Securities Act or any Blue Sky law, or any other law,
     applicable  to the Company in  connection  with any such  registration  and
     shall reimburse each such holder, underwriter or controlling person for any
     legal or other expenses reasonably incurred by such holder,  underwriter or
     controlling  person in connection with  investigating or defending any such
     loss,  claim,  damage,  liability or action;  provided,  however,  that the
     Company  shall not be  liable to any  holder,  underwriter  or  controlling
     person in any such event to the extent that any such loss, claim, damage or
     liability  arises  out of or is based  upon any such  untrue  statement  or
     omission,   or  alleged  untrue   statement  or  omission,   made  in  such
     registration statement,  preliminary prospectus,  summary prospectus, final
     prospectus,  or amendment or supplement thereto, or any other document,  in
     reliance upon and in conformity with written  information  furnished to the
     Company by any such holder,  underwriter,  controlling person or expert (as
     that term is defined by the Securities Act)  specifically  for use therein,
     and provided,  further, that the Company shall not be required to indemnify
     any person  against any  liability  arising  from any untrue or  misleading
     statement  or omission or any alleged  untrue  statement or omission in the
     preliminary  prospectus  if such  deficiencies  are  corrected in the final
     prospectus.  The  indemnity  provided for herein shall remain in full force
     and effect  regardless  of any  investigation  made by or on behalf of such
     holder,  underwriter or controlling  person,  and shall survive transfer of
     such securities by such holder.

          (b)  In  the  event  of any  registration  of  any  of  the  Company's
     securities  under  the  Securities  Act in  which a holder  of  Registrable
     Securities  or other  registrable  securities  of the Company  participates
     pursuant to this  Agreement,  each such holder shall furnish to the Company

                                       10
<PAGE>
     in writing  such  information  and  affidavits  as the  Company  reasonably
     requests for use in connection with such registration  statement and agrees
     to indemnify and hold harmless the Company, its directors, each underwriter
     (as defined in the Securities Act) and each controlling  person (within the
     meaning of the Securities Act) of the Company or  underwriter,  if any, and
     the  Company's  accountants  and  attorneys,  against any  losses,  claims,
     damages or liabilities,  joint or several (or actions in respect  thereof),
     to which the Company,  or any director,  underwriter or controlling  person
     may be subject  under the  Securities  Act,  under any other  statute or at
     common law,  insofar as such losses,  claims,  damages or  liabilities  (or
     actions in respect  thereof)  arise out of or are based upon (i) any untrue
     statement (or alleged  untrue  statement) of any material fact contained in
     any  registration  statement  under which such  securities  were registered
     under the Securities  Act, any preliminary  prospectus or final  prospectus
     contained therein,  or any summary prospectus issued in connection with any
     securities being registered, or any amendment or supplement thereto, or any
     other  document  used  to  sell  the   securities   (including  an  illegal
     prospectus),  or (ii) any omission (or alleged omission) to state therein a
     material  fact  required  to be stated  therein  or  necessary  to make the
     statements  therein not misleading,  and shall  reimburse the Company,  any
     director,  underwriter,  and  controlling  person  for any  legal  or other
     expenses   reasonably   incurred  by  such  persons  in   connection   with
     investigating  or  defending  any such loss,  claim,  damage,  liability or
     action;  in each case,  to the extent,  and only to the  extent,  that such
     untrue  statement or omission (or alleged untrue  statement or omission) is
     contained in any  information  or affidavit so furnished in writing by such
     holder.  The indemnity  provided for herein shall survive  transfer of such
     securities by said holder.

          (c) If the  indemnification  provided  for in  Sections  4.5(a) or (b)
     above is unavailable to an indemnified  party in accordance  with its terms
     in respect  of any  losses,  claims,  damages or  liabilities  referred  to
     therein, then the indemnitor in lieu of indemnifying such indemnified party
     thereunder  shall  contribute  to  the  amount  paid  or  payable  by  such
     indemnified  party  as  a  result  of  such  losses,   claims,  damages  or
     liabilities,  in such  proportion as is appropriate to reflect the relative
     fault of the indemnitor on the one hand and of the  indemnified  parties on
     the other in connection  with the statements or omissions which resulted in
     such losses, claims, damages, or liabilities, as well as any other relevant
     equitable  considerations.  The relative fault of the indemnitor and of the
     indemnified  parties  shall be  determined  by  reference  to,  among other
     things,  whether the untrue or alleged untrue  statement of a material fact
     or the omission to state a material fact relates to information supplied by
     the  indemnitor,  or the  indemnified  parties,  and the parties'  relative
     intent,  knowledge,  access to  information  and  opportunity to correct or
     prevent such  statement or omission.  The Company and the  Purchaser  agree
     that it would not be just and  equitable if  contribution  pursuant to this
     Section  4.5(c)  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 the  immediately  preceding  paragraph.  The
     amount paid or payable by an  indemnified  party as a result of the losses,
     claims,  damages and liabilities or actions in respect thereof  referred to
     in the immediately preceding paragraph shall be deemed to include,  subject
     to the limitations set forth above, 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 a  fraudulent
     misrepresentation  (within  the  meaning  of the  Securities  Act) shall be
     entitled  to  contribution  from  any  person  who was not  guilty  of such
     fraudulent misrepresentation.

                                       11
<PAGE>
          (d) Promptly  after  receipt by an  indemnified  party under  Sections
     4.5(a)  or (b)  above of notice of the  commencement  of any  action,  such
     indemnified  party  shall,  if a claim  in  respect  thereof  is to be made
     against an indemnitor under such Sections, notify the indemnitor in writing
     of the commencement  thereof;  but the omission so to notify the indemnitor
     shall  not  relieve  it  from  any  liability  which  it  may  have  to any
     indemnified  party  otherwise than under such Sections  4.5(a) or (b) or to
     the extent that it has not been  prejudiced  as a proximate  result of such
     failure. In case any action shall be brought against any indemnified party,
     and it  shall  notify  the  indemnitor  of the  commencement  thereof,  the
     indemnitor shall be entitled to participate therein and, to the extent that
     it shall wish, to assume the defense  thereof.  Upon the  assumption by the
     indemnitor  of the  defense of such  action,  the  indemnitor  shall not be
     liable to such  indemnified  party under this  Section 4.5 for any legal or
     other  expenses   subsequently   incurred  by  such  indemnified  party  in
     connection with the defense thereof.

     4.6 Covenants of Holder.

          (a) Purchaser will furnish to the Company in writing such  information
     as the Company may  reasonably  require  from such  seller,  and  otherwise
     reasonably  cooperate with the Company in connection with any  Registration
     Statement with respect to such Registrable Securities.

          (b)  Purchaser  will  not  (until  further  notice)  effect  sales  of
     Registrable Securities involved in any Registration Statement thereof after
     receipt of written  notice from the Company to suspend  sales to permit the
     Company to correct or update such Registration Statement or Prospectus.

          (c) At the end of any period during which the  Registration  Statement
     is current  and  effective,  Purcahser  shall  discontinue  sales of shares
     pursuant  to such  Registration  Statement  on receipt  of notice  from the
     Company of its intention to remove from  registration the shares covered by
     such  Registration  Statement which remain unsold,  and Holder shall notify
     the Company of the number of shares registered which remain unsold promptly
     after receipt of such notice from the Company.

          (d)  Notwithstanding  any  other  provision  herein  to the  contrary,
     Purchaser  shall not be required to exercise  his right to convert the Note
     in connection with any registration  until the actual sale of the shares of
     Common Stock  issuable upon exercise of such Note.  The Company shall enter
     into such agreements and shall otherwise  cooperate with Purchaser in order
     to ensure that  Purchaser  is not required to exercise his right to convert
     the Note prior to the date of the actual sale of the shares of Common Stock
     issuable upon exercise of such conversion right.

                                       12
<PAGE>
     5. MARKET STAND-OFF.

     The  Purchaser  agrees that,  in connection  with any  underwritten  public
offering by the Company of its securities pursuant to an effective  registration
statement filed under the Securities Act, as amended,  the Purchaser shall agree
not to sell, make any short sale of, loan, hypothecate, pledge, grant any option
for the repurchase  of, or otherwise  dispose or transfer for value or otherwise
agree  to  engage  in any of the  foregoing  transactions  with  respect  to any
securities of the Company  without the prior  written  consent of the Company or
its  underwriters,  for such period of time from and after the effective date of
such  registration  statement  as  may  be  requested  by the  Company  or  such
underwriters.

     6. UNDERSTANDINGS

     6.1 The undersigned  understands,  acknowledges and agrees with the Company
as follows:

          (a) This  Subscription  is and shall be  irrevocable,  except that the
     undersigned shall have no obligations  hereunder in the event that (i) this
     subscription  is rejected for any reason;  or (ii) the purchase and sale of
     Shares is not consummated by the Closing Date.

          (b) No federal  agency or state agency or  regulatory  agency has made
     any  finding  or  determination  as to the  fairness  of this  offering  or
     investment,  nor  any  recommendation  or  endorsement  of the  Note or the
     Shares.

          (c) There can be no  assurance  that the  undersigned  will be able to
     sell or dispose  of the Note or  Shares.  Moreover,  no  assignment,  sale,
     transfer,  exchange or other  disposition of the Note or Shares can be made
     other  than in  accordance  with  all  applicable  securities  laws.  It is
     understood  that in order not to jeopardize  the  offering's  exempt status
     under Rule 506 of Regulation D of the Act, the transferee  will be required
     to fulfill certain investor suitability requirements.

          (d) There can be no assurance  as to the  Federal,  State or local tax
     results of an investment in the Note.

          (e) The undersigned has such knowledge and experience in financial and
     business  matters that he is capable of evaluating  the merits and risks of
     investment in the Company and of making an informed investment decision.

          (f)  The   undersigned,   by  reason  of  his  business  or  financial
     experience,  is capable of evaluating  the merits and risks of the purchase
     of the  Note  in  order  to  protect  the  undersigned's  own  interest  in
     connection with this transaction.

          (g) The undersigned agrees, and any future permitted transferee of the
     Note or  Shares  agrees,  that the  Shares  shall  not be  sold,  assigned,
     transferred  or  otherwise  disposed  of except  as  permitted  by,  and in
     compliance  with,  the  provisions  of  Rule  144  promulgated   under  the
     Securities Act; You acknowledge that the certificates evidencing the Shares
     shall bear a legend relating to such restrictions.

                                       13
<PAGE>
     6.2 The representations,  warranties,  understandings,  acknowledgments and
agreements made by the undersigned in this Agreement are true and accurate as of
the date  hereof,  shall be true and  correct  as of the date of the  acceptance
hereof by the Company and shall survive thereafter.

     7. MISCELLANEOUS

     7.1 All pronouns and any variations  thereof used herein shall be deemed to
refer to the  masculine,  feminine,  singular  or plural as the  identity of the
person or persons may require.

     7.2 Neither this Subscription  Agreement nor any provisions hereof shall be
waived, modified, changed, discharged, terminated, revoked or canceled except by
an instrument in writing signed by the party against whom any change,  discharge
or termination is sought.

     7.3 Notices required or permitted to be given hereunder shall be in writing
and shall be deemed to be sufficiently  given when personally  delivered or sent
by registered  mail,  return receipt  requested,  addressed,  if to the Company:
Synthonics  Technologies,  Inc., 31324 Via Colinas,  Suite 106, Westlake Village
California  91362,  or if to Purchaser  the address set forth below,  as amended
from  time to time,  or to such  other  address  furnished  by  notice  given in
accordance with this Article 7.

     7.4  Failure of the  Company  to  exercise  any right or remedy  under this
Subscription  Agreement  or any other  agreement  between  the  Company  and the
undersigned,  or otherwise,  or delay by the Company in exercising such right or
remedy,  will not operate as a waiver thereof.  No waiver by the Company will be
effective unless and until it is in writing and signed by the Company.

     7.5 This Subscription  Agreement shall be enforced,  governed and construed
in all  respects in  accordance  with the laws of the State of  California,  and
shall be binding upon the undersigned, his heirs, estate, legal representatives,
successors  and  assigns  and shall  inure to the benefit of the Company and its
successors and assigns.

     7.6 In the event  that any  provision  of this  Subscription  Agreement  is
invalid or unenforceable  under any applicable statute or rule of law, then such
provision  shall  be  deemed  inoperative  to the  extent  that it may  conflict
therewith  and shall be deemed  modified to conform with such statute or rule of
law. Any provision hereon which may prove invalid or unenforceable under any law
shall not affect the validity or enforceability of any other provision hereof.

     7.7 This Subscription  Agreement constitutes the entire agreement among the
parties  hereto with respect to the subject  matter hereof and supersede any and
all  prior  or  contemporaneous  representations,   warranties,  agreements  and
understandings in connection therewith.  This Agreement may be amended only by a
writing executed by all parties hereto.

                                       14
<PAGE>
     7.8 This Subscription Agreement may be executed in one or more counterparts
representing, however, one and the same Agreement.


     IN  WITNESS  WHEREOF,   the  undersigned  has  executed  this  Subscription
Agreement on the attached Signature Page.


                                       15
<PAGE>

SUBSCRIPTION AGREEMENT - SIGNATURE PAGE
--------------------------------------------------------------------------------

     This page  constitutes the Signature Page to this  Subscription  Agreement.
The  undersigned  represents to the Company that (a) the  information  contained
herein is complete and accurate on the date hereof and may be relied upon by the
Company,  and (b) the  undersigned  will notify the Company  immediately  of any
change  in any of such  information  occurring  prior to the  acceptance  of the
subscription  and  prior  to the  Closing  relating  to  the  Shares,  once  the
Subscription  Agreement is accepted,  and will promptly send the Company written
confirmation of such change.  The undersigned  hereby certifies that he has read
and understands the Public Filings and this Subscription Agreement.

     Under penalty of perjury,  the  undersigned  also  certifies that he is not
subject to backup  withholding  under the rules and  regulations of the Internal
Revenue  Service.  Please make the check  payable to  "Synthonics  Technologies,
Inc."

     IN  WITNESS  WHEREOF,   the  undersigned  has  executed  this  Subscription
Agreement this __ day of December, 1999.




-----------------------------------------------
SIGNATURE OF PURCHASER

Future Media Productions, Inc.
------------------------------
NAME OF PURCHASER

------------------------------------------------
Title of Authorized Signatory if Purchaser is
a corporation, partnership or other entity

------------------------------------------------
Address, City, State and Zip Code

THE NOTE AND SHARES HAVE NOT BEEN  REGISTERED  WITH THE  SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE  SECURITIES  COMMISSION IN RELIANCE OF AN EXEMPTION FROM
SUCH REGISTRATION  PURSUANT TO RULE 506 OF REGULATION D OF THE SECURITIES ACT OF
1933 (THE "ACT").

Accepted by:  Synthonics Technologies, Inc.

_______________________________________              Dated: ______________



                                       16