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                                                                Exhibit: 10.37FT



                                 SHAREHOLDER LOAN
                                       AND
                             MASTER PROMISSORY NOTE
                            FOR CREDIT LINE AGREEMENT

                                  VGFEP-25.DOC

$2,500,000.00                                             DATE: JANUARY 1, 1997

THIS IS AN AGREEMENT between VINCENT W GOETT ("SHAREHOLDER"), currently employed
as Chairman, Chief Executive Officer and President of Futech Educational
Products, Inc. and residing at 6400 N 48th Street, Paradise Valley, Arizona
85253-4076 and FUTECH EDUCATIONAL PRODUCTS, INC. ("FUTECH") residing at 2999 N
44 Street, Suite 225, Phoenix, Arizona, 85018-7472.

WHEREAS:

         A. Futech desires to extend to Shareholder, as of January 1, 1997, the
opportunity to draw on available excess working capital funds up to a maximum
loan amount of $2,500,000.00 (Two million five hundred thousand dollars)
("LOAN").

         B. Shareholder, as of January 1, 1997, desires to have access to the
Loan made available by Futech.

         C. Shareholder and Futech agree to the following terms and conditions
regarding the Loan:

            1.  Interest shall be calculated on a monthly basis on the
                outstanding Loan balance at a rate equal to the prime lending
                rate plus 1% compounded daily. This rate shall be determined as
                of the last working day of each calendar month.

            2.  The Loan will mature 5 (Five) years from this date which will be
                December 31, 2001 ("MATURITY"). All principal and interest will
                be due upon Maturity.

            3.  Shareholder is granted the option to renew the loan for an
                additional period not to exceed 3 (Three) years. Shareholder
                must inform Futech, in writing, 60 days prior to Maturity if
                Shareholder is going to exercise the option.

            4.  Shareholder may prepay, without penalty, all outstanding
                principal plus interest.

            5.  If any payment obligation under this Note is not paid when due,
                the Shareholder promises to pay all costs of collection,
                including reasonable attorney fees, whether or not a lawsuit is
                commenced as part of the collection process.

            6.  If any of the following events of default occur, this Note and
                any other obligations of the Shareholder to the Futech, shall
                become due immediately, without demand or notice:

                1)  the failure of the Shareholder to pay the principal and any
                    accrued interest in full on or before the Due Date;

                2)  the death of the Shareholder(s);

                3)  the filing of bankruptcy proceedings involving the
                    Shareholder as a Debtor;

                4)  the application for appointment of a receiver for the
                    Shareholder;
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                5)  the making of a general assignment for the benefit of the
                    Shareholder's creditors;

                6)  the insolvency of the Shareholder; or the misrepresentation
                    by the Shareholder to the Futech for the purpose of
                    obtaining or extending credit;

                7)  the termination of the Shareholder as an employee of Futech;

                8)  the complete or partial reduction in the Shareholder's
                    holdings of Futech's common stock below the current pledge
                    amount (see 9. below)

            9.  This Note is secured by a pledge of Shareholder's holdings of
                Futech common stock. Initially, the Shareholder pledges 4 (four)
                shares of Futech common stock for every $1.00 (One dollar) in
                loans. If, and when, Futech stock becomes publicly traded, the
                number of shares pledged by the Shareholder will be based on
                current share prices reviewed on a periodic basis as determined
                by Futech.

            10. Other Terms and Conditions:

                1.  If any one or more of the provisions of this Note are
                    determined to be unenforceable, in whole or in part, for any
                    reason, the remaining provisions shall remain fully
                    operative.

                2.  All payments of principal and interest on this Note shall be
                    paid in the legal currency of the United States. Shareholder
                    waives presentment for payment, protest, and notice of
                    protest and nonpayment of this Note.

                3.  No renewal or extension of this Note, delay in enforcing any
                    right of the Futech under this Note, or assignment by Futech
                    of this Note shall affect the liability of the Shareholder.
                    All rights of Futech under this Note are cumulative and may
                    be exercised concurrently or consecutively at Futech's
                    option.

ACCORDINGLY, for good and valuable consideration, receipt of which is hereby
acknowledged, the parties agree as follows:

        1.  Effective immediately, Futech will allow the Shareholder to draw,
            out of excess working capital funds, an amount not to exceed the
            Loan amount.

        2.  GENERAL

        2.1 This Agreement is the entire agreement between the parties upon the
            subject hereof and supersedes any prior or similar agreements upon
            the same subject.

        2.2 This Agreement shall inure to the benefit of, be binding upon and be
            enforceable by Shareholder, its nominees, successors, and assigns,
            and shall be binding upon and be enforceable by Futech, its
            nominees, successors, and assigns and legal representatives.
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        2.3 This Agreement shall be governed by and construed in accordance with
            the Federal law of the United States of America and the internal
            laws of the State of Arizona, without reference to the principles of
            conflicts of law.

        2.4 This Agreement may be executed in one or more counterparts, each of
            which shall be deemed to be an original but all of which together
            will constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this agreement this the
day of                 , 19   .

"Shareholder"


/s/ Vincent W. Goett
---------------------------------------
Vincent W. Goett

"Futech"


/s/ Vincent W. Goett
---------------------------------------

---------------------------------------
(Name and Title)

"Futech" (in witness of)


/s/ Charles M. Foley           1-2-97
---------------------------------------

Charles M. Foley, CFO
---------------------------------------
(Name and Title)