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                                                                Exhibit: 10.23FT

                                   AGREEMENT
                                       FOR
                                PURCHASE AND SALE
                                       OF
                                     ASSETS

         THIS AGREEMENT is made as of the 29th day October 1997, by and between
Newtech Consulting, Inc., an Arizona corporation ("Seller") and Futech
Educational Products, Inc., an Arizona corporation ("Buyer").

                                R E C I T A L S:

         A. Seller owns the intellectual and other property identified on
Exhibit "A" attached hereto and hereby made a part hereof (collectively the
"Assets").

         B. Seller hereby sells to Buyer, and Buyer hereby purchases from
Seller, the Assets, in accordance with the terms and conditions set forth below.

         NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein, and of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound,
the parties hereto agree as follows:

                                   T E R M S:

         1. Purchase and Sale. Seller hereby sells to Buyer, and Buyer hereby
purchases from Seller, the Assets, including all rights of Seller relating
thereto.

         2. Purchase Price. The purchase price for the Assets shall be the sum
of $2,000,000.00, payable pursuant to a Promissory Note in the form of Exhibit
"B" attached hereto and hereby made a part hereof, plus 3,000,000 shares of
common stock of Buyer. Simultaneously with the execution of this Agreement,
Buyer shall execute and deliver to Seller: (i) said Promissory Note, and (ii) a
UCC-1 Financing Statement evidencing the lien against Buyer's assets granted in
Section 8 of said Promissory Note, in form sufficient for filing with the
Arizona Secretary of State. Simultaneously with the execution of this Agreement,
Buyer will issue to Seller 3,000,000 shares of Buyers common stock.

         3. Representations and Warranties. Seller hereby represents and
warrants as follows:

                  3.1 Authority. Seller has the power and authority to enter
         into and perform its obligations under this Agreement, and the Board of
         Directors of Seller has approved, authorized, and ratified the
         execution and delivery of this Agreement, and of the documents herein
         required to consummate the transaction contemplated herein.

                  3.2 Liens. The Assets are free and clear of any and all liens
         and encumbrances.

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Agreement for Purchase and Sale of Assets
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                  3.3 Litigation. To the knowledge of Seller, there is no
         litigation, proceedings, or investigation pending or threatened against
         Seller or the Assets.

                  3.4 Judgements Against Seller and/or Assets. Neither Seller
         nor the Assets are any governmental investigation, no such
         investigation has been threatened, and there are no judgments against
         Seller or the Assets.

                  3.5 Patents. There is no litigation pending or threatened with
         respect to the patents included in the Assets, there is no outstanding
         order, judgment, decree or stipulation affecting the validity or
         enforceability of said patents, there exits no outstanding notices of
         infringement given by Seller regarding the patents, there are no
         pending interferences or other contested proceedings pending, or that
         are in the process of being instituted, in the United States Patent
         Office or in the courts, relating to said patents, and, to the best
         knowledge of Seller, none of the patents are presently being infringed.

         4. Governing Law: Jurisdiction. The courts of the State of Arizona
shall have the sole and exclusive jurisdiction and venue in any case or
controversy arising under this Agreement or by reason of this Agreement. The
parties agree that any litigation or arbitration arising from the interpretation
or enforcement of this Agreement shall be only in either Maricopa County
Superior Court or in the United States Federal District Court for the District
of Arizona, and for this purpose each party to this Agreement (and each person
who shall become a party) hereby expressly and irrevocably consents to the
jurisdiction and venue of such courts.

         5. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs, personal
representatives, successors and assigns.

         6. Entire Agreement. Except as otherwise set forth herein, this
Agreement constitutes the entire agreement between the parties which respect to
the subject matter hereof, and supersedes all prior understandings, if any, with
respect thereto.

         7. Further Assurances. The parties agree to do such further acts and
things and to execute and deliver such additional agreements and instruments as
any party may reasonably require to consummate, evidence, or confirm any
agreement contained herein in the manner contemplated hereby.

         8. Modification. Any modification or waiver of any term of this
Agreement, including a modification or waiver of this term, must be in writing
and signed by the parties to be bound by the modification or waiver.

         9. Severability. In the event any portion of this Agreement shall be
declared by any court of competent jurisdiction to be invalid, illegal, or
unenforceable, such portion shall be

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Agreement for Purchase and Sale of Assets
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deemed severed from this Agreement, and the remaining parts hereof shall remain
in full force and effect as fully as though such invalid, illegal or
unenforceable portion had never been a part of this Agreement.

         10. Counterparts, Facsimile Signatures. This Agreement may be executed
by the parties in one or more counterparts, and any number of counterparts
signed in the aggregate by the parties shall constitute a single instrument. The
parties authorize and agree to accept facsimile signatures in counterparts to
this Agreement, and that said facsimile signatures shall for all purposes be
binding upon the parties as if the same were original signatures.

         11. Attorney's Fees. Should any party institute any action or
proceeding to enforce this Agreement or any provision hereof, or for damages by
reason of any alleged breach of this Agreement, or of any provision hereof, or
for a declaration of rights hereunder, the prevailing party(s) of such action or
proceeding shall be entitled to receive from the other involved party or parties
all costs and expenses, including reasonable attorneys' fees and expert witness
fees incurred by the prevailing party(s) in connection with such action or
proceeding.

         12. Paragraph Titles and Headings. The titles and headings of sections
of this Agreement are for the convenience of reference only, and are not
intended to define, limit, or describe the scope or intent of any provision of
this Agreement, and shall not affect the construction of any provision of this
Agreement.

         13. Miscellaneous. The parties agree that each party and its counsel
have reviewed and revised this Agreement, or had an opportunity to review and
revise this Agreement, and that any rule of construction to the effect that
ambiguities are to be resolved against the drafting party shall not apply to the
interpretation of this Agreement or any amendments or exhibits hereto. In the
event of default by Seller hereunder, Buyer shall, in addition to its other
remedies under this Agreement and in law or equity, be entitled to specific
performance of Seller's obligations under this Agreement. The parties do not
intend to confer any benefit upon any person, firm, or corporation other than
the parties hereto. No representation or warranty herein may be relied upon by
any person not a party to this Agreement.


                          SELLER:     Newtech Consulting, Inc.
                                      an Arizona corporation


                                      By  /s/ Stephen McTaggart
                                          ------------------------------------
                                          Stephen McTaggart, President

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Agreement for Purchase and Sale of Assets
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                          BUYER:      Futech Educational Products, Inc.,
                                      an Arizona corporation


                                      By  /s/ Vincent W. Goett
                                          ------------------------------------
                                          Vincent W. Goett, Chairman & CEO


List of Exhibits:
Assets Transferred                                 "A"
Promissory Note                                    "B"

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                                    EXHIBIT A

                                 NEWTECH, INC.

PATENTS PENDING:

Gameboard  ??                     U.S. PCT and EPO filings  ??
          ----                                             ----
Race Track  ??                    U.S. only  ??
           ----                             ----
Printed Speakers  ??              U.S. provisional stage  ??
                 ----                                    ----
Printed Batteries  ??             U.S. provisional stage  ??
                  ----                                   ----

DISCLOSURE PHASE

Calendar  ??
         ----
Scroll Toy  ??
           ----
Musical Chairs  ??
               ----
Tri-fold gameboard  ??            May be filed under a CIP with gameboard above.
                   ----
    (Bubba, School House format)  ??
                                 ----

SEARCHES PENDING

Doll House  ??
           ----
Piano Keyboard  ??
               ----
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                                  EXHIBIT "B"

                               (PROMISSORY NOTE)