Synthonics Technologies Inc Sample Contracts

Synthonics Technologies Inc – CONVERTIBLE SUBORDINATED PROMISSORY NOTE (April 14th, 2000)

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 Medi

Synthonics Technologies Inc – SUBSCRIPTION AGREEMENT FOR CONVERTIBLE NOTE OF (April 14th, 2000)

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 Sta

Synthonics Technologies Inc – SOFTWARE REMARKETING AGREEMENT (March 11th, 1999)

Exhibit 10.19 ------------- SOFTWARE REMARKETING AGREEMENT between Synthonics Technologies, Inc. and Evans & Sutherland Computer CORPORATION This Agreement is effective January 22, 1999 ("Effective Date") between Evans & Sutherland Computer Corporation, a Utah corporation, including its majority-owned subsidiaries, with its principal place of business at 600 Komas Drive, Salt Lake City, Utah 84108 ("E&S") and Synthonics Technologies, Inc. a Utah corporation, with its principal place of business at 31324 Via Colinas #106, Westlake Village, CA 91362 ("Company"). RECITAL Company has developed technology and software programs for the purpose of rapidly constructing photo-textured 3D models from

Synthonics Technologies Inc – LEASE NO: 004591649-002 (November 6th, 1998)

Exhibit 10.11 ------------- DELL FINANCIAL SERVICES LEASE NO: 004591649-002 FULL LEGAL NAME OF LESSEE BILLING ADDRESS, CITY, STATE, ZIP CODE FED ID/SOC NUMBER SYNTHONICS TECHNOLOGIES INC. 31324 VIA COLINAS, STE 106 THOUSAND OAKS, CA 91362 LEASE TERM (MONTHS) 36 MONTHLY RENT PAYMENT $157.46 Subject to Applicable Tax MONTHLY PERSONAL PROPERTY MGMT FEE $2.71 Subject to Applicable Tax DOCUMENTATION FEE $55.00 Subject to Applicable Tax TYPE OF BUSINESS: COMMITMENT FEE (MUST ACCOMPANY LEASE) ----------------- ------------------------------------ XX Corporation 0 Advance Rent Payments = $.00 ____ Proprietorship

Synthonics Technologies Inc – AGREEMENT (November 6th, 1998)

Exhibit 10.4 ------------- AGREEMENT LICENSE AGREEMENT made this 2nd day of October, 1997, between the SMITHSONIAN INSTITUTION ("Smithsonian") an educational, non-profit organization established by the Congress of the United States in 1846 (20 U.S.C. 41 et seq.) and having its principal offices at 1000 Jefferson Drive, S.W., Washington, D.C. 20560 and SYNTHONICS TECHNOLOGIES, INC. ("Licensee") a California corporation having its principal place of business at Westlake Village, California. WHEREAS, Smithsonian desires to encourage the development of quality products which are uniquely related to Smithsonian and its collections and which are in keeping with the dignity, history, and traditions of Smithsonian, and which will enable Smithsonian to further its mandate "for the increase and diffusion of knowledge"; and WHEREAS, Licensee is the developer of Rapid V

Synthonics Technologies Inc – STANDARD OFFICE LEASE-GROSS (November 6th, 1998)

Exhibit 10.9 ------------- STANDARD OFFICE LEASE-GROSS AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION 1. Basic Lease Provisions ("Basic Lease Provisions") 1.1 Parties: This Lease. dated, for reference purposes only, August 15,I996 is made by and between The Evelyn L. Mattoon Trust ,(herein called "Lessor") and Joseph Maher doing business under the name of Christopher Raphael Marketing Design, (herein called "Lessee"). 1.2 Premises: Suite Number(s) 203 2nd floors, consisting of approximately 1,692 useable feet, more or less, as defined in paragraph 2 and as shown on Exhibit "A" hereto (the "Premises"). 1.3 Building: Commonly described as being located at 30423 Canwood Street in the City of Agoura Hills County of Los Angeles, State of California as more particularly described in Exhibit A hereto. and as defined in paragraph 2. 1.4 Use O

Synthonics Technologies Inc – AT & T Capital Corporation Lease Agreement (November 6th, 1998)

Exhibit 10.14 ------------- AT & T Capital Corporation Lease Agreement TO OUR VALUED CUSTOMER: This lease has been written in "Plain English". When we use the words you and your in this Lease, we mean you, our customer, which is the Lessee indicated below. When we use the words we, as and our in this lease, we mean the lessor, AT&T Capital Leasing Services, Inc. Our address is P. O. Box 9104, Framingham, MA 01701. CUSTOMER INFORMATION: Lessee Name ----------- Synthonics Technologies, Inc. Billing Street Address/City/County/State/Zip: Phone Number: -------------------------------------------- ------------- 31324 Via Colinas #106 818-991-9021 Westlake Village, CA 91362 Approval Number: 003866952 Lease # _________________ Customer #0000000 Federal Tax ID

Synthonics Technologies Inc – Contract Agreement (November 6th, 1998)

Exhibit 10.6 ------------- Contract Agreement CONTRACT AGREEMENT made this 19th day of December, 1997 between Centro Alameda Inc. ("Contractor"), a non-profit organization having its principal place of business at 318 West Houston, Suite 201, San Antonio, Texas 78205 and Synthonics Technologies, Inc. ("Synthonics"), a Utah corporation having its principal place of business at 31324 Via Colinas, Suite 106, Westlake Village, California 91362. WHEREAS, Contractor desires the procurement of a unique data base for display purposes at a scheduled conference with the Virgin Mary as the subject of the conference, WHEREAS, Contractor represents that the scheduled conference is a preview to a larger exhibit, held in conjunction with the Smithsonian Institution that will require a much larger data base created from similar subject matter,

Synthonics Technologies Inc – EMPLOYMENT AGREEMENT (November 6th, 1998)

Exhibit 10.16 ------------- EMPLOYMENT AGREEMENT Effective Date: July 1,1996 EMPLOYMENT AGREEMENT initiated as of the day, month and year first written above, but with an effective date established subject to any and all conditions precedent contained herein, by and between 1. Columbine Financial Corporation (a Utah corporation) with offices located at 31368 Via Colinas, Suite 106, Westlake Village, CA 91362, hereinafter referred to as EMPLOYER, and 2. F. Michael Budd (an individual) residing at 743 Cedar Point Pl., Westlake Village, CA 91361, hereinafter referred to as EMPLOYEE. Recitals WHEREAS, EMPLOYER is, as of the date first written above, an underfunded company with limited financial resources engaged in business activities that require signific

Synthonics Technologies Inc – MANAGEMENT CASH INCENTIVE PLAN (November 6th, 1998)

Exhibit 10.1 ------------ SYNTHONICS TECHNOLOGIES, INC. MANAGEMENT CASH INCENTIVE PLAN 1. PURPOSE AND EFFECTIVE TIME. This Synthonics Technologies, Inc., Management Cash Incentive Plan (the "Plan") is designed to provide a significant and flexible economic opportunity to selected officers and employees of the Company and its Affiliates as a reflection of their individual and group contributions to the success of the Company and its Affiliates. Payments pursuant to Section 10, of the Plan are intended to qualify under Section 162(m)(4)(C) of the Internal Revenue Code of 1986, as amended, as excluded from the term "applicable employee remuneration" (such payments are hereinafter referred to as "Excluded Income"). The Plan shall be effective at the Effective Time, as defined below, if the shareholder approvals required by Sectio

Synthonics Technologies Inc – PAYABLE AT SIGNING OF THE LEASE (November 6th, 1998)

Exhibit 10.12 ------------- AMERICORP FINANCIAL INC. South Adams Road Birmingham, MI 48009 (248) 723-4500 LEASE 5976-2 DESCRIPTION OF LEASED EQUIPMENT SCHEDULE OF PAYMENTS ------------------------------- --------------------------------- See Schedule A 36 MONTHLY PAYMENTS OF $285.75 PAYABLE AT SIGNING OF THE LEASE ___ SECURITY DEPOSIT X OTHER 1st and 36th AMOUNT $571.50 --- EQUIPMENT LOCATION: (if other than below) Dear Lessee, we have written this Lease in plain language because we want you to fully understand its terms. For purposes of clarity, the terms "You" and "Your" mean the lessee and the terms "We", "Us" and "Our" mean the less

Synthonics Technologies Inc – LICENSE AGREEMENT (November 6th, 1998)

Exhibit 10.3 ------------- LICENSE AGREEMENT BETWEEN SYNTHONICS, INCORPORATED AND MEDSCAPE, LLC This LICENSE AGREEMENT is entered into between Synthonics, Incorporated (hereinafter referred to as "Synthonics, Incorporated"), a California corporation with principal offices at 31324 Via Colinas, Suite 106, Westlake Village, California, 91362, and MedScape, LLC (hereinafter referred to as "MedScape"), a California limited liability company with principal offices at 31324 Via Colinas, Suite 106, Westlake Village, CA 91362. RECITALS A. On or about September 2, 1996, Synthonics Technologies, Inc., a Utah corporation (hereinafter referred to as "Synthonics Technologies,

Synthonics Technologies Inc – STRATEGIC ALLIANCE AGREEMENT (November 6th, 1998)

Exhibit 10.7 ------------- STRATEGIC ALLIANCE AGREEMENT ---------------------------- This STRATEGIC ALLIANCE AGREEMENT (this "Agreement") is entered into by and between Synthonics Technologies, Inc., a Utah Corporation ("Synthonics") and Knowledge LINK, a California Company ("KL") with respect to the terms of a strategic working relationship between the two companies. RECITALS -------- A. Whereas, Synthonics represents that it is a provider of software tools for the generation, of 3D content, and that these tools are collectively referred to as Rapid Virtual RealityTM (RVRTM), B. Whereas, Synthonics represents that it has developed and patented the technology known as Rapid Virtual Reality(TM), C. Whereas, Synthonics desires to make its RVR(TM)

Synthonics Technologies Inc – 1998 STOCK OPTION PLAN (November 6th, 1998)

Exhibit 10.2 ------------- SYNTHONICS TECHNOLOGIES, INC. 1998 STOCK OPTION PLAN ------------------------------------------------------------------------------- 1. Purpose. The purpose of this 1998 Stock Option Plan (the "Plan") is to attract, retain, and reward persons providing services to Synthonics Technologies, Inc., a Utah corporation, and any successor corporation thereto (collectively referred to as the "Company"), and any present or future parent and/or subsidiary corporations of such corporation (all of which along with the Company being individually referred to as a "Participating Company" and collectively referred to as the "Participating Company Group"), and to motivate such persons to contribute to the growth and profits of the Participating Company Group in the future. For purposes of the Plan, a pare

Synthonics Technologies Inc – AMENDMENT NO. 1 (November 6th, 1998)

Exhibit 10.5 ------------- AMENDMENT NO. 1 This AMENDMENT is made this 1st day of November, 1997 by and between the SMITHSONIAN INSTITUTION ("Smithsonian") an educational, non-profit organization established by the Congress of the United States in 1846 (20 U.S.C. 41 et seq.) And having its principal offices at 1000 Jefferson Drive, S.W., Washington, D. C., and SYNTHONICS TECHNOLOGIES, INC. ("Licensee"), a California corporation having its principal place of business in Westlake Village, California. WHEREAS, Smithsonian and Licensee have entered into an agreement dated October 2, 1997, bearing S.I. Contract No. RC9-821003-0000 (the "Agreement"), wherein Licensee agreed to use its innovative technology to develop a unique CD-ROM for commercial sale that contains high quality, three-dimensional images of Smithsonian artifacts ("Product"); WHERE

Synthonics Technologies Inc – STANDARD INDUSTRIAL LEASE - GROSS (November 6th, 1998)

Exhibit 10.8 ------------- STANDARD INDUSTRIAL LEASE - GROSS AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION 1. Parties. This Lease, dated, for reference purposes only, July 8, 1996, is made by and between WESTLAKE VILLAGE INDUSTRIAL PARK (herein called "Lessor") and SYNTHONICS INCORPORATED, A CALIFORNIA CORPORATION (herein called "Lessee"). 2. Premises. Lessor hereby leases to Lessee and Lessee leases from Lessor for the term, at the rental, and upon all of the conditions set forth herein, that certain real property situated in the County of LOS ANGELES State of CALIFORNIA commonly known as 31324 VIA COLINAS, UNITS 106/107, WESTLAKE VILLAGE, CA 91362 and described as SAME AS ABOVE - WESTLAKE VILLAGE INDUSTRIAL PARK APPROXIMATELY 2424 SQUARE FEET. INCLUDING THE OVERHANG, IF APPLICABLE AS OUTLINED IN EXHIBIT "B" Said real property including the land and all

Synthonics Technologies Inc – AT & T Capital Corporation Lease Agreement (November 6th, 1998)

Exhibit 10.15 ------------- AT & T Capital Corporation Lease Agreement TO OUR VALUED CUSTOMER: This lease has been written in "Plain English". When we use the words you and your in this Lease, we mean you, our customer, which is the Lessee indicated below. When we use the words we, as and our in this lease, we mean the lessor, AT&T Capital Leasing Services, Inc. Our address is P. O. Box 9104, Framingham, MA 01701. CUSTOMER INFORMATION: Lessee Name ----------- Synthonics Technologies, Inc. Billing Street Address/City/County/State/Zip: Phone Number: -------------------------------------------- ------------- 31324 Via Colinas #106 818-991-9021 Westlake Village, CA 91362 Approval Number: 003871854 Lease # _________________ Customer #0000000 Federal Tax ID

Synthonics Technologies Inc – Lease Agreement (November 6th, 1998)

Exhibit 10.13 ------------- SANWA LEASING CORPORATION Lease Agreement Lease #: ____________ Lessee: CHRISTOPHER RAPHAEL MARKETING DESIGN Terms and Equipment - See Equipment Schedule attached to and made a part hereof 1. LEASE AGREEMENT; PAYMENTS: We agree to lease to you and you agree to lease from us the equipment ("Equipment") listed below or identified in any attached equipment schedule ("Equipment Schedule"). You promise to pay to us the lease payments according to the terms of the payment schedule shown on the Equipment Schedule hereto. 2. GENERAL TERMS; PAYMENT ADJUSTMENTS; EFFECTIVENESS: You agree to all the terms and conditions on all signed pages of this Lease. This Lease is a complete and exclusive statement of our agreement. T

Synthonics Technologies Inc – LEASE NO: 004591649-001 (November 6th, 1998)

Exhibit 10.10 ------------- DELL FINANCIAL SERVICES LEASE NO: 004591649-001 FULL LEGAL NAME OF LESSEE BILLING ADDRESS, CITY, STATE, ZIP CODE FED ID/SOC NUMBER SYNTHONICS TECHNOLOGIES INC. 31324 VIA COLINAS, STE 106 THOUSAND OAKS, CA 91362 LEASE TERM (MONTHS) 36 MONTHLY RENT PAYMENT $183.89 Subject to Applicable Tax MONTHLY PERSONAL PROPERTY MGMT FEE $4.56 Subject to Applicable Tax DOCUMENTATION FEE $55.00 Subject to Applicable Tax TYPE OF BUSINESS: COMMITMENT FEE (MUST ACCOMPANY LEASE) ----------------- ------------------------------------ XX Corporation 2 Advance Rent Payments = $367.78 ____ Proprietorship

Synthonics Technologies Inc – EMPLOYMENT AGREEMENT (November 6th, 1998)

Exhibit 10.17 ------------- EMPLOYMENT AGREEMENT Effective Date: July 1, 1996 EMPLOYMENT AGREEMENT initiated as of the day, month and year first written above, but with an effective date established subject to any and all conditions precedent contained herein, by and between 1. Columbine Financial Corporation (a Utah corporation) with offices located at 31368 Via Colinas, Suite 106, Westlake Village, CA 91362, hereinafter referred to as EMPLOYER, and 2. Charles S. Palm (an individual) residing at 3819 Mainsail Circle, Westlake Village, CA 91361, hereinafter referred to as EMPLOYEE. Recitals WHEREAS, EMPLOYER is, as of the date first written above, an underfunded company with limited financial resources engaged in

Synthonics Technologies Inc – 1998 STOCK OPTION PLAN (April 28th, 1998)

Exhibit 10.2 ------------- SYNTHONICS TECHNOLOGIES, INC. 1998 STOCK OPTION PLAN ------------------------------------------------------------------------------- 1. Purpose. The purpose of this 1998 Stock Option Plan (the "Plan") is to attract, retain, and reward persons providing services to Synthonics Technologies, Inc., a Utah corporation, and any successor corporation thereto (collectively referred to as the "Company"), and any present or future parent and/or subsidiary corporations of such corporation (all of which along with the Company being individually referred to as a "Participating Company" and collectively referred to as the "Participating Company Group"), and to motivate such persons to contribute to the growth and profits of the Participating Company Group in the future. For purposes of the Plan, a pare

Synthonics Technologies Inc – MANAGEMENT CASH INCENTIVE PLAN (April 28th, 1998)

Exhibit 10.1 ------------ SYNTHONICS TECHNOLOGIES, INC. MANAGEMENT CASH INCENTIVE PLAN 1. PURPOSE AND EFFECTIVE TIME. This Synthonics Technologies, Inc., Management Cash Incentive Plan (the "Plan") is designed to provide a significant and flexible economic opportunity to selected officers and employees of the Company and its Affiliates as a reflection of their individual and group contributions to the success of the Company and its Affiliates. Payments pursuant to Section 10, of the Plan are intended to qualify under Section 162(m)(4)(C) of the Internal Revenue Code of 1986, as amended, as excluded from the term "applicable employee remuneration" (such payments are hereinafter referred to as "Excluded Income"). The Plan shall be effective at the Effective Time, as defined below, if the shareholder approvals required by Sectio