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                                                                Exhibit: 10.49FT



                                PROMISSORY NOTE
                             FOR $1.5 MILLION LOAN
                      TO FUTECH INTERACTIVE PRODUCTS, INC.
                  FROM RODERICK L. TURNER AND VINCENT W. GOETT

May 5, 1998                                                     Phoenix, Arizona


         This Agreement is made and entered into on the date set forth above, by
and between, RODERICK L. TURNER ("TURNER") and VINCENT W. GOETT ("GOETT")
(jointly known as "PAYEE") and FUTECH INTERACTIVE PRODUCTS, INC. ("PROMISOR").
The purpose of this Agreement is to arrange for the following:

         -        $1.5 million in additional operating loans from Payee to
                  Promisor

         -        Shareholder advances/loans to compensate Payee for
                  subordinating loans due Payee

         -        Promisor's common stock for compensation for providing
                  additional operating loans

RECITAL:

          Subject to the terms and conditions of this Agreement:

1.        Payee desires and is willing to provide a $1.5 million loan ("Loan")
          to Promisor for repayment in quarterly installments of PRINCIPAL AND
          INTEREST at an annual interest rate of 10%. The term of the loan is
          for 24 months starting on the first day of the first succeeding month
          after the loan is received by Promisor.

2.        Upon maturity, Promisor will repay principal and interest calculated
          as of that date. If full payment of the Loan is not made at that time,
          interest will continue to accrue at an annual rate of interest of 16%.
          There is no penalty for prepayment of the loan.

3.        Payee reserves the right to convert all or a portion or the
          outstanding principal and interest due and owing to shares of common
          stock of Promisor. The conversion rate will be 20 shares of the
          Promisor's common stock for every one dollar of principal plus
          interest outstanding. The Payee may elect to exercise this conversion
          option at anytime prior to the maturity date of the Loan or up to 180
          days after the Loan's maturity date if the Promisor has not been able
          to fulfill the outstanding obligation monetarily. The only restriction
          is the Promisor's number of unencumbered shares available for
          distribution.

3        In addition to the additional $1.5 million in principal that will be
         due and owing the Payee from Promisor, the Promisor agrees to provide
         to Payee the following:

         1. 3.0 million stock options of Promisor's common stock. The options
         are granted at an exercise price of $0.05 per share, they become
         exercisable one year from the execution date of this Agreement and they
         expire five years from the exercise date. The stock options will be
         issued as follows:

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         -        1.5 million stock options to Vincent W. and Melissa Turner
                  Goett.

         -        1.5 million stock options to Roderick L. Turner.

4.       The sum of $500,000.00 will be provided to Goett as a shareholder
         advance/loan as approved by the Shareholder Loan and Master Promissory
         Note for Credit Line Agreement dated January 1, 1997. This amount shall
         be payable to Goett immediately upon receipt of the Loan proceeds. This
         advance/loan is for Goett's personal subordination of all existing debt
         related to U.S. Bankcorp. In return for this subordination, U.S.
         Bankcorp is willing to issue a total of $16 million in loans for
         Promisor's operating needs. The $16 million is comprised of $12 million
         in secured debt and $4 million in debt personally guaranteed by Goett.

5.       Promisor desires to receive Loan under all the repayment terms and
         conditions.

         NOW, THEREFORE, in consideration of the Agreement, covenants, and
undertakings contained below, it is mutually agreed as follows:

1.       Payee agrees to arrange for and provide to Promisor a $1.5 million loan
         per the terms and conditions previously stated.

2.       Promisor agrees to receive an additional $1.5 million in loans from
         Payee and to repay all monies, stock options and shareholder
         advances/loans due per the terms and conditions of this Agreement.

REPRESENTATIONS OF PAYEE

         Payee represents, warrants and covenants as follows:

         1. Payee is familiar with the business and affairs of Promisor and
realizes an investment in the shares involves a high degree of risk.

         2. Payee has been advised that there will be no public market for the
shares; it may not be able to readily liquidate its investment; the shares have
not been registered or qualified under Federal or State laws governing the
issuance of securities; and Promisor has no current intention of registering the
shares or reporting under the Act or any comparable or related Federal or State
law.

         3. Payee is an accredited investor and acknowledges that its overall
commitment to investments which are not readily marketable is not
disproportionate to its net worth; and its investment in the shares will not
cause such overall commitment to become excessive; that Payee has adequate means
of providing for its current needs and personal contingencies, and has no need
for liquidity of this investment; that Payee has evaluated the risk of investing
in Promisor; that Payee is aware of the financial risks and possible financial
hazards of purchasing the shares and it has carefully considered these risks of
the investment, including the possibility of a complete loss thereof.

         4. Payee agrees the stock is subject to a Stock Restrictions and Sale
Agreement. The shares acquired under this Agreement shall be subject to that
Stock Restrictions and Sale Agreement, as it may be amended from time to time.

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SURVIVAL

The representations, warranties and covenants contained in the section
Representations of Payee shall survive the transfer of the shares.

ATTORNEYS' FEES

The prevailing party in any action to enforce the terms and conditions hereof
shall be entitled to recover its reasonable attorneys' fees and court costs.

CONSTRUCTION

Where the context of this Agreement requires, the singular shall be construed as
the plural, and neuter pronouns shall be construed as masculine and feminine
pronouns, and vice versa. This Agreement shall be construed according to its
fair meaning and neither for nor against any party hereto. This Agreement shall
be governed by and construed in accordance with Arizona law.

Futech Interactive Products, Inc. ("Promisor")


/s/ Vincent W. Goett
---------------------
Vincent W. Goett
Chairman and CEO

             === This Agreement consists of a total of 3 pages ===

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