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                                                                 Exhibit: 10.1FT


                                 LEASE AGREEMENT
                           Lease Date - August 5, 1996
                          (For Reference Purposes Only)

CONCORD EQUITIES, L.L.C., AN ARIZONA LIMITED LIABILITY COMPANY, hereafter
"Landlord", agrees to lease to FUTECH EDUCATIONAL PRODUCTS, INC., AN ARIZONA
CORPORATION hereafter "Tenant", and Tenant agrees to lease from Landlord, that
certain office space located at 2999 North 44th Street, Phoenix, which is
described in Exhibit "A" to this agreement and known as Suite 225, hereafter
"the Premises", upon the following terms and conditions.

1.       TERM: The term of this Lease shall be for a period of thirty six (36
         months and shall commence on the 1st day of September, 1996, and
         expiring on the 14th day of August 1999.

2.       POSSESSION: Tenant agrees that in the event of the inability of
         Landlord to deliver possession of the Premises to Tenant on the date
         above specified for the commencement of the term of this Lease, this
         Lease shall not be void or voidable, nor shall Landlord be liable to
         Tenant for any loss or damage resulting therefrom, but in such event
         Tenant shall not be liable for any rent until such time as Landlord
         tenders delivery of possession of the Premises to Tenant with
         Landlord's work therein, if any, substantially completed. Tenant shall
         be bound by all provisions of this Lease, including the payment of
         rent, at all times Tenant is in possession of the Premises. Should
         Landlord tender possession of the Premises to Tenant prior to the date
         specified for commencement of the term thereof, and Tenant elects to
         accept such prior tender, such prior occupancy shall be subject to all
         of the terms, covenants and conditions of this Lease, including the
         payment of rent.

3.       RENT: Tenant agrees to pay Landlord as Base Rent $ See Addendum per
         month for each month of the Lease, subject to increases as hereinafter
         provided, plus any excise, privilege or sales tax imposed upon the rent
         paid by Tenant. Rent is due in advance on or before the first (1st)
         day of each month and is payable at Landlord's offices or at such other
         place as Landlord may designate in writing. Rent shall be prorated on
         the basis of a thirty (30) day month for each partial month during the
         term of this Lease or during which Tenant is in possession of the
         Premises. All other monetary obligations of Tenant under this Lease
         shall constitute additional rent and shall be due as specified in each
         instance.

4.       OPERATING EXPENSES: The operating expenses of the Project shall be paid
         by Landlord when due, however, Landlord shall be entitled to partial
         reimbursement from Tenant for such operating expenses as proved for
         hereafter.



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         (a)      Landlord shall contribute $6.60 per square foot annually or
                  the actual operating expenses for the Base Year of 1996, which
                  ever is greater. Tenant shall pay to Landlord, as Additional
                  Rent, Tenants proportionate share of any excess operating
                  expenses in the manner provided for in Subparagraphs 4(d) and
                  4(e).

         (b)      The operating expenses of the project include without
                  limitation: property taxes, special assessments, utilities,
                  maintenance, supplies, management fees, janitorial services,
                  trash removal, insurance premiums, repairs and all other costs
                  (other than those required to be capitalized for federal
                  income tax purposes) which can properly be considered expenses
                  of operating and maintaining the Building and surrounding
                  property of which the Premises are a part.

         (c)      For the purposes of determining Tenant's proportionate share
                  of the operating expenses and Landlord's total contribution,
                  the project shall be deemed to be comprised of 133.289 square
                  feet, the Premises shall be deemed to be comprised of
                  approximately 5.327 rentable square feet and Tenant shall be
                  deemed to have occupied the Premises for the entire year.

         (d)      If the actual operating expenses of the Project for a calendar
                  year exceed the Landlord's contribution, Tenant shall pay to
                  Landlord within thirty (30) days of demand, Tenant's
                  proportionate share of such excess multiplied by the larger of
                  (i) the percentage of the year this Lease was in effect and
                  (ii) the percentage of the year Tenant was in possession of
                  the Premises, less any payments made by Tenant under
                  Subparagraph 4(e) for that year.

         (e)      If, upon creating an operating budget for the following
                  calendar year, it appears to the Landlord that the actual
                  operating expenses for the Project will exceed the Landlord's
                  contribution, Landlord, upon written demand, may require
                  Tenant to make monthly payments of Tenant's proportionate
                  share of such estimated excess which shall be payable at the
                  same time and in the same manner as Base Rent.

         (f)      If in a calendar year Tenant's proportionate share of the
                  actual operating expenses of the Project after Landlord's
                  contribution is less than the payments made by Tenant under
                  Subparagraph 4(e), such difference shall be credited to Tenant
                  and applied pro rata to reduce payments due from Tenant under
                  Subparagraph (4)e for the following year.

         (g)      Landlord shall compute the operating expenses of the project
                  for each calendar year within the first three (3) months of
                  the next calendar year and shall notify Tenant thereof within
                  a reasonable time thereafter.



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         (h)      Tenant shall have the right to have the Landlord's computation
                  of the operating expenses of the project audited by an
                  independent accounting agency so long as another tenant has
                  not previously had an audit conducted of the operating
                  expenses for that same year. The audit shall be at Tenant's
                  sole expense unless the audit reveals a discrepancy in
                  Landlord's favor of greater than ten percent (10%) in which
                  case Landlord shall pay the reasonable cost of such audit.

5.       USE OF PREMISES: Tenant shall use the Premises for the sole purpose of
         general office use and shall not use or allow the Premises to be used
         for any illegal or objectionable purpose or in any manner inconsistent
         with use in a first class office building or in manner which would
         interfere with the rights of the other Tenants. Tenant shall not do or
         permit anything to be done which would increase the cost of any fire,
         extended coverage or any other insurance covering the Building. Tenant
         shall promptly reimburse Landlord for any additional premium charged by
         reason of Tenant's failure to comply with this paragraph.

6.       REPAIRS:

         (a)      Tenant shall at its own expense keep the Premises in good
                  condition and repair.

         (b)      Landlord shall keep in good condition and repair the
                  structural and common areas of the Building, including the
                  basic plumbing, air conditioning and electrical systems
                  provided by Landlord.

7.       ASSIGNMENT & SUBLETTING: Tenant shall not sublet any portion of the
         Premises and shall not assign or hypothecate this Lease without
         Landlord's prior written consent. Any assignee or subtenant shall agree
         in writing to assume, perform and be bound by all of the terms of this
         Lease and a duplicate executed original counterpart of such writing
         shall be delivered to Landlord within ten (10) days of its execution.
         Landlord's approval of any such assignment or sublease shall not
         release Tenant from its obligations under this Lease or constitute
         assent to any subsequent assignment or sublease; provided however, that
         if, after approval by Landlord, Tenant assigns its entire interest in
         this Lease to an entity that, at the sole determination of Landlord,
         has a financial condition that is as strong or stronger than the
         financial condition of Tenant at the time of this Lease, Tenant may
         request that Landlord fully release Tenant from liability under the
         Lease arising subsequent to the assignment. Landlord shall not
         unreasonably withhold its consent to such request.

8.       ALTERATIONS & IMPROVEMENTS: Tenant shall not make any alterations or
         improvements to the Premises (including but not limited to, structural
         alterations or improvements), other than movable furniture, without
         Landlord's prior written consent of plans and contractor. Landlord may
         require Tenant to provide a payment bond in an amount up to one and one
         half (1.5) times the expected cost of the alterations or


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         improvements. All such alterations and improvements shall at once
         become part of the realty and belong to Landlord, this shall not,
         however, preclude Landlord from requiring Tenant to remove such
         alterations or improvements as provided for in Paragraph 9 of this
         agreement. Furthermore, Tenant shall not file or allow the filing of
         any liens on the Premises.

9.       REMOVAL OF ALTERATIONS: Upon the termination of this Lease, Landlord
         may require Tenant to remove all or some of the alterations or
         improvements which Tenant made to the Premises. Tenant shall promptly
         remove the designated alterations or improvements and shall repair all
         damage caused by such removal at its own expense.

10.      RETURN OF PREMISES: Upon the termination of this Lease, Tenant shall
         return the Premises to Landlord in their original condition, ordinary
         wear and tear and alterations or improvements not designated to be
         removed excepted.

11.      SUBORDINATION: Tenant agrees that this Lease shall be subject and
         subordinate to First Mortgage Liens only, or to any renewals,
         extensions or replacements of any existing encumbrances upon the
         Premises. Tenant agrees to immediately execute and deliver upon demand
         any instrument that a lender may require in connection with this
         subordination agreement. Tenant irrevocably appoints Landlord to act as
         Tenant's agent and attorney-in-fact for the limited purpose of
         executing all such instruments.

12.      SALE BY LANDLORD: Landlord reserves the right to sell or transfer the
         premises and to assign its rights in this Lease. Upon any such
         assignment, Landlord shall be released from any further liability under
         this Lease. In conjunction with any such sale or assignment, Landlord
         may transfer any security deposit made by Tenant under this Lease to
         such assignee and upon such transfer shall be relieved of all liability
         to Tenant for such deposit. Tenant agrees to immediately execute and
         deliver upon demand of Landlord or any such assignee and instrument in
         proper form by which Tenant attorns to said assignee.

13.      INSURANCE: Tenant shall maintain at its own expense comprehensive
         general liability insurance from an insurer licensed to do business in
         the State of Arizona insuring the indemnity set forth in this agreement
         for claims for personal injury or death property damage in and about
         the premises with limits not less than $1,000,000 in the event of
         bodily injury or death of any number of persons in any one accident and
         limits of not less than $1,000,000 for damage to property, and shall
         provide Landlord with a copy of the policy prior to commencement of
         this Lease. Tenant shall name Landlord as an additional named insured
         under the policy. The insurance shall be primary insurance and shall
         provide that any right of subrogation against Landlord is waived. The
         policy shall further provide that no act or omission by Tenant shall
         impair the rights of the insured to receive


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         the proceeds of the policy and that the policy shall not be cancelled
         except upon ten (10) days prior written notice to each named insured.

14.      INDEMNIFICATION: Tenant shall indemnify, defend and hold Landlord
         harmless from all actions, claims, demands, penalties or liabilities
         arising out of events occurring in or about the premises or caused in
         whole or in part by Tenant or Tenant's agents, servants, employees or
         invites. This indemnification shall include all costs and expenses and
         reasonable attorney's fees which Landlord may expend in connection with
         any of the foregoing. Any and all monies due Landlord from Tenant shall
         survive this Lease.

15.      UTILITIES & SERVICES: Landlord agrees to furnish water and electricity
         suitable for the intended use of the premises, janitorial service five
         (5) nights a week, elevator service and maintenance of the common areas
         of the building. Landlord further agrees to furnish heat and air
         conditioning required in Landlord's judgement for the comfortable use
         of the premises on generally recognized business days. These services
         and utilities constitute operating expenses under Paragraph 4 and will
         be paid for in accordance with said Paragraph.

         After hours use, which is monitored by Landlord, of heating,
         ventilation, air conditioning, and electric shall be charged to Tenant
         at Six Dollars and 00/100 ($6.00) per hour per zone activated. The
         above rate is subject to increase relative to additional costs of
         electricity service and wages of personnel directly associated with the
         operation of such after hours usage. Landlord shall require Tenant to
         pay for such after hours usage (if any) on the next preceding month of
         such usage. All amounts due shall be considered as Additional Rent
         which shall be payable at the same time and in the same manner as base
         rent.

         Business Office Hours shall be:

         7:00 a.m. to 7:00 p.m., Monday through Friday and from 8:00 a.m. to
         2:00 p.m. on Saturday, except for the generally recognized six (6)
         major holidays of New Year's Day, Memorial Day, Fourth of July, Labor
         Day, Thanksgiving Day and Christmas Day.

16.      LIMITATION OF LIABILITY: Landlord shall not be liable to Tenant for
         damages nor shall Tenant be entitled to a reduction in rent by reason
         of any of the following: (i) Landlord's failure to provide utilities
         or services when such failure is caused by accident, repairs, strikes,
         disturbances or any other cause beyond the reasonable control of
         Landlord (ii) disruption to Tenant's business caused by Landlord's
         repairs or improvements to the project (iii) damage to the Premises or
         Tenant's property unless caused by Landlord's negligence or misconduct.


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17.      NOTICE: All notices or demands under this Lease or required to be given
         by law are to be made in writing by registered or certified mail and
         are deemed given three (3) days after being deposited in the United
         states mail postage prepaid and addressed to Landlord or Tenant at the
         addresses set forth on the signature page of this Agreement. Each party
         shall have the right, from time to time, to designate a different
         address to which notices and demands are to be sent by giving notice in
         the manner provided for above except that Landlord may in any event use
         the premises as Tenant's address for notice purposes.

18.      ENTRY BY LANDLORD: Landlord shall have the right, upon twenty-four (24)
         hour notice (except in case of emergency), to enter the Premises at all
         reasonable times for the purposes of inspecting, repairing or
         maintaining the Premises, determining whether the terms of the Lease
         are being complied with, posting such notices as Landlord deems
         advisable for its protection, and, showing the Premises to prospective
         tenants, purchasers or lenders. For these purposes Landlord shall
         retain keys to all doors upon the Premises other than Tenant's vaults
         and safes.

 19.     DEFAULT & REMEDIES:

         (a)      The occurrence of one or more of the following events shall
                  constitute a default of this Agreement by Tenant:

                  (1)      The abandonment of the Premises by Tenant or absence
                           of Tenant from Premises for five (5) days or longer.

                  (2)      The failure by Tenant to make any payment of rent or
                           other payments required to be made by Tenant under
                           this Agreement when due where such failure continues
                           for a period of five (5) days.

                  (3)      The failure by Tenant to observe or perform any
                           provision of this Agreement other than the payment of
                           money where such failure continues for a period of
                           ten (10) days after written notice thereof from
                           Landlord to Tenant. This notice shall be in lieu of,
                           and not addition to, any notice required under
                           Arizona law. (4)(i) The making by Tenant of any
                           general assignment for the benefit of creditors; (ii)
                           the filing by or against Tenant of a petition under
                           the United States Bankruptcy Code unless dismissed
                           within thirty (30) days; (iii) the appointment of a
                           receiver or trustee to take possession of
                           substantially all of Tenant's assets located at the
                           Premises or of this Lease where possession is not
                           restored to Tenant within thirty (30) days; (iv) the
                           attachment, execution or other judicial seizure of
                           substantially all of Tenant's assets located on the
                           Premises where such seizure is not discharged within
                           thirty (30) days.


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(b)      In the event of any default by Tenant as defined above, Landlord may
         exercise one or more of the following remedies in addition to any
         remedy provided for at law or equity:

         (1)      With or without notice or process of law and using such force
                  as Landlord may deem reasonably necessary under the
                  circumstances, and without terminating this Lease or relieving
                  Tenant of any obligation hereunder, Landlord may re-enter and
                  take possession of the Premises. Under no circumstances shall
                  Landlord be liable in damages or otherwise by reason of the
                  exercise by Landlord of any such re-entry or eviction, or by
                  reason of the exercise by Landlord of any other remedy
                  provided in this subparagraph (b).

         (2)      Without terminating this Lease or relieving Tenant of any
                  obligation hereunder, Landlord may relet the Premises for such
                  rental and upon such terms as Landlord in its sole discretion
                  deems proper and apply the proceeds actually collected against
                  the amounts due from Tenant.

         (3)      Landlord may terminate this Lease by notifying Tenant in
                  writing that it intends to do so. Such termination will not
                  relieve Tenant of any obligation which accrued prior to the
                  date of termination. In addition to all other sums recoverable
                  under this Lease or at law, in the event of such termination,
                  Landlord shall be entitled to recover from Tenant the
                  difference between the present value of the rent which would
                  have fallen due under this Lease over the remaining term of
                  this Lease if this Lease had not been terminated and the
                  present value of the amount that Tenant proves Landlord will
                  receive over that same period by reletting the Premises.

         (4)      In the event that Landlord recovers possession of the Premises
                  without termination of this Lease, Tenant shall pay to
                  Landlord all sums due under this Lease on the dates due as if
                  Tenant remained in possession of the Premises.

         (5)      Landlord may recover from Tenant, and Tenant shall pay upon
                  demand, all expenses incurred in recovering possession of the
                  Premises, repairing and altering the Premises for reletting,
                  and attempting to relet the Premises, including commissions
                  and attorney fees.


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         (c)      The remedies described in subparagraph (b) are cumulative and
                  in addition to any remedy at law or in equity. The filing of
                  an action by Landlord against Tenant requesting under one or
                  more remedies shall not be deemed an election of that remedy
                  or remedies to the exclusion of all others.

         (d)      Landlord shall be under no obligation to observe or perform
                  any duty imposed by this Lease which accrues after the date of
                  any default by Tenant.

         (e)      The failure or delay of Landlord in exercising any right or
                  remedy shall not be construed as a waiver of any such right or
                  remedy or of any default by Tenant.

20.      ATTORNEY FEES: Should any action be brought to enforce any of the terms
         of this agreement, the prevailing party shall be entitled to the award
         of its reasonable attorneys' fees.

21.      WAIVER: The waiver by Landlord of Tenant's breach by any provision of
         this agreement shall not constitute a continuing waiver of any
         subsequent breach by Tenant of the same or other provision.

22.      PARKING: Landlord shall provide, operate and maintain a parking area or
         areas, together with necessary access, having a capacity adequate, in
         the opinion of the Landlord, to accommodate the requirements of Tenant
         and others entitled to use said parking areas and adequate to comply
         with the requirements of appropriate government authorities. Landlord
         shall provide Tenant with ten (10) covered, reserved parking spaces so
         identified for the sole use of Tenant for the term of the Lease thereof
         at no cost to Tenant. Tenant has the option to lease additional covered
         reserved parking spaces from Landlord at the prevailing rate which will
         be payable as Additional Rent. The balance of the parking is considered
         non reserved and shall be on a first-come first-served basis, with the
         understanding that Tenant, Tenant's agents, servants, employees or
         invites will not over burden the parking lot. Landlord shall not be
         obligated to provide any additional parking.

23.      SECURITY DEPOSIT: Tenant, upon execution of this Lease, will deposit
         with Landlord the sum of $   . See Addendum as security for Tenant's
         performance of all of the terms of this Lease. If Tenant defaults on
         any of the terms of this Lease, Landlord may use such sum to cure such
         default and compensate Landlord for any loss or damage which it has
         suffered thereby. If any portion of the deposit is so used, Tenant
         shall immediately deposit with Landlord an amount sufficient to restore
         the security deposit to its original amount. Landlord shall not be
         required to keep this security deposit separate from its general funds
         and Tenant shall not be entitled to interest on such deposit.


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24.      DEFAULT BY LANDLORD: Landlord shall not be in default unless Landlord
         fails to perform its obligations under this Lease within thirty (30)
         days after written notice by Tenant to Landlord specifying the
         obligations which the Landlord has failed to perform. If an obligation
         is such that it cannot reasonably be completed within such thirty (30)
         day period, Landlord shall not be in default if Landlord commences
         performance within thirty (30) days and thereafter diligently
         prosecutes the same to completion.

25.      SURRENDER OF PREMISES: The surrender of this Lease by Tenant to
         Landlord shall not work a merger and shall, at the option of Landlord,
         operate as an assignment to it of any subleases affecting the Premises.

26.      ESTOPPEL CERTIFICATE:
         (a)      Tenant shall upon not less than ten (10) days prior written
                  notice from Landlord execute, acknowledge and deliver to
                  Landlord a statement in writing (i) certifying that this Lease
                  is unmodified and in full force and effect and if modified,
                  stating the nature of such modification and certifying that
                  this Lease as modified is in full force and effect (ii)
                  specifying the dates to which rental and other charges are
                  paid in advance, and (iii) acknowledging that there are no
                  uncured defaults on the part of Landlord or specifying such
                  defaults if any are claimed. Any such statement may be relied
                  upon by any prospective purchaser or encumbrancer of the real
                  property of which the Premises are a part.

         (b)      Tenant's failure to deliver such a statement within the time
                  specified above shall be conclusive upon Tenant (i) that this
                  Lease is in full force and effect and without modification
                  except as may be represented by Landlord (ii) that there are
                  not uncured defaults by Landlord, and (iii) that no more than
                  one (1) month's rental has been paid in advance.

27.      RULES AND REGULATIONS: Tenant shall comply with the rules and
         regulations which are attached hereto as Exhibit "B" and all
         non-discriminatory modifications thereof and additions thereto put into
         effect by Landlord. Landlord shall not be responsible to Tenant for the
         violation of any such rules and regulations by any other occupant or
         Tenant of the Building.

28.      CONDITION OF PREMISES: Tenant acknowledges that neither the Landlord
         nor any of the Landlord's agents has made any representation or
         warranty with respect to the Premises or Building or with respect to
         the suitability of either for the conduct of Tenant's business. Taking
         possession of the Premises by Tenant shall conclusively establish that
         the Premises and Building were in good, sanitary order, condition and
         repair at such time.


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29.      DESTRUCTION OF PREMISES: In the event that the Premises or the Building
         of which the Premises are a part are destroyed in whole or in part by
         fire or other casualty, Landlord may terminate this Lease at its
         option. If Landlord does not terminate this Lease and elects to repair
         the damage, this Lease shall remain in full force and effect except
         that Tenant shall be entitled to a proportionate reduction in the rent
         specified in Paragraph 3 from the date of damage until the repairs have
         been completed. Such proportionate reduction shall be based upon the
         extent to which the damage and making of such repairs reasonably
         interferes with the business carried on by the Tenant in the Premises:
         If the damage is caused in whole or in part by the Tenant or Tenant's
         agents, servants, employees or invites, there shall be no abatement of
         rent.

30.      CONDEMNATION: If all or a portion of the Leased Premises are
         appropriated by a public or quasi-public authority under the power of
         eminent domain or are transferred by Landlord in lieu thereof, Landlord
         may terminate this Lease without liability to Tenant for any unexpired
         term of this Lease. If this Lease is not terminated as a result of such
         appropriation or transfer, Base Rent shall be equitably reduced. In
         either event, Landlord shall be entitled to the entire condemnation
         award or settlement except that Tenant shall be entitled to any award
         made by such authority specifically to Tenant for moving expenses or
         damages for disruption to Tenant's business.

31.      LATE CHARGES: All sums due under this Lease not paid by Tenant within
         Ten (10) calendar days from the date such payment(s) were due shall be
         subject to a late charge of Twenty Dollars ($20.00), or Five Percent
         (5.00%) of the amount, whichever is greater. Additionally, for each
         month that it remains unpaid such payment(s) shall bear interest at a
         rate of Eighteen Percent (18.00%) per annum from the date the
         payment(s) were due until paid in full.

32.      LANDLORD'S CONSENT: Where Landlord's consent is required under this
         agreement, such consent shall not be unreasonably withheld.

33.      APPLICABLE LAW: This agreement shall be governed by the laws of the
         State of Arizona.

34.      TIME OF ESSENCE: Time is of the essence with respect to the
         performance of every provision of this Lease in which time of
         performance is a factor.

35.      PRIOR AGREEMENTS; AMENDMENTS: This Lease incorporates and supersedes
         all previous understandings and agreements concerning any matter
         covered or mentioned in this Lease and may not be amended except in
         writing signed by both parties.


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36.      PRIOR FIRST RIGHTS: Landlord may have granted an existing Tenant the
         right of the first refusal of the Premises and, therefore, may be
         obligated to offer to Lease the Premises to such Tenant upon the same
         terms contained in this Lease. If so, this Lease is contingent upon
         such Tenant's failure to exercise its right of first refusal with
         respect to the Premises. If any such Tenant exercises its right of
         first refusal with respect to the Premises, this Lease shall be null
         and void.

37.      QUIET ENJOYMENT: Upon payment by Tenant of the rents herein provided,
         and upon the observance and performance of all the covenants, terms and
         conditions on Tenant's part to be observed and performed, Tenant shall
         peaceably and quietly hold and enjoy the Premises for the term hereby
         demised without hindrance or interruption by Landlord or any other
         person or persons lawfully or equitably claiming by, through or under
         Landlord, subject, nevertheless, to the terms and conditions of this
         Lease, and any mortgage and/or deed of trust to which this Lease is
         subordinate.

38.      HOLDOVER TENANCY: Upon expiration of this Lease, should Tenant continue
         to occupy the Premises on an unpermitted holdover, the lease term be
         extended on a month-to-month basis and the most current base rental
         amount shall be increased by a minimum of Fifty Percent (50%).
         Furthermore, (i) Tenant shall indemnify Landlord for any and all costs
         incurred as a result of this holdover, (ii) either Party may cancel
         this holdover by giving thirty (30) days written notice, and (iii) all
         provisions of this Lease shall remain in full force and effect during
         the entire holdover period.

39.      LIMITATION OF LANDLORD'S LIABILITY:

         a)       Tenant recourse shall be limited to Landlord's interest in the
                  building. In the event of a transfer of ownership, assignor
                  must remain responsible for any accrued liability or
                  obligation.

         b)       Landlord's failure to perform any term, provision, or
                  covenants under this Lease relating to services or maintenance
                  to be provided by Landlord shall be subject to force majeure.

                  (i)      Tenant's Remedies: If Landlord does not commence to
                           cure within thirty (30) days after receiving notice,
                           Tenant must inform Mortgagee of Landlord's default
                           and give Mortgagee the right, but not the obligation,
                           to cure the default with an additional thirty (30)
                           days after notice, subject to force majeure (provided
                           that default is of a nature that cannot be cured
                           within thirty (30) days, the Mortgagee's cure period
                           shall be extended so long as Mortgagee is diligently
                           proceeding to cure).


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40.      INVALIDITY CLAUSE: If a portion of this Lease is declared invalid, the
         remainder must remain in full force and effect.

41.      HAZARDOUS MATERIALS: Tenant shall not (either with or without
         negligence) cause or permit the escape, disposal or release of a
         biologically or chemically active or other hazardous substances or
         materials. Tenant shall not allow the storage or use of such substances
         or materials in any manner not sanctioned by law or by the highest
         standards prevailing in the industry for the storage and use of such
         substances or materials, nor allow to be brought into the Premises any
         such materials or substances except to use in the ordinary course of
         Tenant's business, and then only after written notice is given to
         Landlord of the identity of such substances or materials. Without
         limitation, hazardous substances and materials shall include those
         described in the Comprehensive Environmental Response, Compensation and
         Liability Act of 1980, as amended 42 U.S.C. Section 9601 et seq., any
         applicable state or local laws and the regulations adopted under these
         acts. If any lender or governmental agency shall ever require testing
         to ascertain whether or not there has been any release of hazardous
         materials, then the reasonable costs thereof shall be reimbursed by
         Tenant to Landlord upon demand as additional charges, if such
         requirement applies to the Premises. In addition, Tenant shall execute
         affidavits, representations and the like from time to time at
         Landlord's request concerning Tenant's best knowledge and belief
         regarding the presence of hazardous substances or material on the
         Premises. In all events, Tenant shall indemnify Landlord in the manner
         elsewhere provided in this Lease from any release of hazardous
         materials on the Premises occurring while Tenant is in possession, or
         elsewhere if caused by Tenant or persons acting under Tenant. The
         within covenants shall survive the expiration or earlier termination of
         the Lease term.

42.      OPTION TO RENEW: Tenant, upon paying the rent herein reserved and
         performing all the terms, covenants and conditions herein contained on
         its part to be kept and performed, shall have the option to renew this
         Lease for one (1) additional term of two (2) years. Any such extension
         of this lease for the additional terms shall be upon the same covenants
         and conditions as are set forth herein, except that the Base rental
         rate for the additional term of two (2) years shall be $23.00 per
         square foot for the first (1st) year of the option period and $24.00
         per square That for the second (2nd) year of the option period. Tenant
         must notify Landlord in writing not less that three (3) months prior to
         the expiration of this Lease of its election to exercise the above
         option and the agreement to be bound by the terms, covenants and
         conditions of the Lease for the additional term stated above. In the
         event Tenant fails to so notify Landlord or declines to exercise said
         Option to Renew, such right shall terminate and not longer be in
         effect.

BUILDING PLANNING: Intentionally deleted.


                        Concord Equities Lease Agreement
                                  Page 12 of 13
<PAGE>   13

An Addendum is attached hereto and made a part of this Lease.

IN WITNESS WHEREOF the parties hereto have executed this Lease by proper
persons thereunto duly authorized so to do on the day and year first hereinabove
written.

LANDLORD:                                         TENANT:

CONCORD EQUITIES, L.L.C.                      FUTECH EDUCATIONAL PRODUCTS, INC.,
an Arizona Limited Liability Company          an Arizona Corporation
2999 North 44th Street, Suite 600             2999 North 44th Street, Suite 225
Phoenix, Arizona 85018                        Phoenix, Arizona 85018


BY: /s/ Kenneth P. Braun                      BY: /s/ Vincent W. Goett
    ------------------------------                -----------------------------
    Kenneth P. Braun                              Vincent W. Goett

ITS: Manager                                  ITS: Chief Executive Officer


                        Concord Equities Lease Agreement
                                  Page 13 of 13
<PAGE>   14

   HORIZON REAL ESTATE GROUP, INC.
  NOTICE AND WAIVER OF LIABILITY RIDER

                 Notice to Landlords/Tenants Regarding Hazardous
                  Materials and Americans with Disabilities Act

Comprehensive federal, state and local regulations have recently been enacted
to control the use, storage, handling, clean-up, removal and disposal of
hazardous and toxic wastes and substances. Extensive legislation has also been
adopted with regard to underground storage tanks. As real estate licensees, we
are not experts in the area of hazardous substances and we encourage you to
consult with your legal counsel with respect to your rights and liabilities with
regard to hazardous substances laws and regulations and to obtain technical
advice with regard to the use, storage, handling, clean-up, removal or disposal
of hazardous substances from professions, such as a civil engineer, geologist,
or other persons with experience in these matters to advise you concerning the
property. We also encourage you to review the past uses of the property (as to
which we make no representation) which may provide information as to the
likelihood of the existence of hazardous substances or underground storage tanks
on the property.

Legislation known as the "Americans with Disabilities Act ("ADA") was recently
adopted and may affect the property and/or its intended use. As real estate
licensee, we are not experts in the legal or technical aspects of ADA as it may
pertain to you. We encourage you to consult you legal counsel, architect and/or
other professionals with appropriate experience with regard to your rights or
obligations for compliance with ADA. HORIZON REAL ESTATE GROUP, INC. makes no
representation or warranty regarding the compliance or noncompliance of the
property under ADA.

INDEMNIFICATION

Owner/Landlord and Buyer/Tenant shall defend, indemnify, and hold harmless
HORIZON REAL ESTATE GROUP, INC. from and against all claims, costs, expenses,
actions, losses, damages and liabilities of any kind whatsoever (including
reasonable attorneys' fees) directly or indirectly arising out of the existence
of Hazardous Substances and/or Environmental Conditions or ADA noncompliance
conditions on the Property. This indemnification shall survive the termination
of any contract, listing or lease and continue thereafter.

Owner hereby authorizes Broker to represent and serve as agent for any
prospective tenant or purchaser of the Property and Owner hereby waives any
conflict of interest which may arise as a result thereof.

NOTE TO TENANT FROM BROKER

It has been a pleasure working with you towards consummation of a mutually
beneficial commercial lease. It is my hope that this negotiation process has
brought to light any interests, questions or concerns which you may have had.

Throughout our discussions, I have endeavored to provide you with the full and
complete information which you have requested. Following our discussions, this
lease agreement has been prepared which should include all relevant issues. If
you are relying upon any discussion, statement, inference or representation
which is not memorialized by the present lease agreement, please immediately
notify Broker both verbally and in writing. We have no wish to have you proceed
with the lease based upon inaccurate information or assumptions.

If the lease document accurately reflects our agreement, please indicate your
approval by signing in the space provided below. You should sign this document
if, and only if, you are relying entirely upon the lease agreement and no
further oral promises, discussions, statements or representations.


                             Rules and Regulations
                                  Page 1 of 4
<PAGE>   15
LANDLORD AND TENANT HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM
AND PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, SHOW THEIR
INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE
TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE
AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND TENANT WITH RESPECT TO THE
PREMISES.

THIS LEASE HAS BEEN PREPARED FOR SUBMISSION TO YOU AND YOUR ATTORNEY FOR REVIEW,
COMMENT AND APPROVAL. NO REPRESENTATION OR RECOMMENDATION IS MADE BY HORIZON
REAL ESTATE GROUP, INC. (BROKER), ITS AGENTS, EMPLOYEES, OWNER OR ANY OTHER
PERSON AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS
LEASE OR THE TRANSACTION RELATING THERETO. THE PARTIES SHALL RELY SOLELY UPON
THE ADVICE OF THEIR OWN LEGAL COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF
THIS LEASE.

PREMISES: Concord Place. 2999 North 44th Street, Suite 225, Phoenix, Arizona

LEASE DATED: August 5,1996

LANDLORD:                                   TENANT:

CONCORD EQUITIES, L.L.C., an                FUTECH EDUCATIONAL PRODUCTS, INC.
Arizona Liability Company                   an Arizona Corporation
2999 North 44th Street, Suite 600           2999 North 44th Street, Suite 225
Phoenix, Arizona 85018                      Phoenix, Arizona 85018


By: /s/ Kenneth P. Braun                    By:  /s/ Vincent W. Goett
    -----------------------------                ------------------------------
    Kenneth P. Braun                             Vincent W. Goett
Its:    Manager                             its:   Chief Executive Officer

Date: 8-16-96                               Date:


                              Rules And Regulations
                                   Page 2 of 4
<PAGE>   16

                                ADDENDUM TO LEASE

THE ATTACHED LEASE made and entered into the 5th day of August, 1996, by and
between CONCORD EQUITIES, L.L.C., an Arizona Limited Liability Company, as
"Landlord", and FUTECH EDUCATIONAL PRODUCTS, INC., An Arizona Corporation
as "Tenant", of which this Addendum to Lease is made a part is hereby amended
and supplemented as follows:

                                 - WITNESSETH -

1.       CONSTRUCTION OF PREMISES: Tenant to accept Suite 225 in "as is"
         condition. Landlord's sole construction obligations with respect to
         Suite 225, shall be to install (at it's sole cost) one set of double
         "solid core" doors between the large executive office and the adjoining
         board room (see exhibit "C"). All work and materials shall conform to
         existing building standards with quality of work to be at Landlord's
         sole and absolute discretion.

The following is added to paragraph 3.

2.       RENT: The rent schedule during the term of this Lease shall be modified
         as follows:

<TABLE>
<CAPTION>
          Year                                               Monthly Amount
          ----                                               --------------
<S>                                                          <C>
         1 through 3                                         $8,878.33
         4 (option period) see paragraph 42                  $10,210.08
         5 (option period) see paragraph 42                  $10,654.00
</TABLE>

3.       SECURITY DEPOSIT: Notwithstanding anything to the contrary regarding
         Paragraph 23 of this Lease, Landlord and Tenant do hereby agree that
         Tenant shall establish a "trading account" at Peacock, Hislop, Staley
         and Givens, located at 2999 North 44th Street, Suite #100, Phoenix,
         Arizona 85018, wherein Tenant will maintain a minimum balance of Fifty
         Five Thousand Dollars ($55,000) for the entire term of this Lease. A
         copy of the documentation establishing this account shall be attached
         to this Lease as Exhibit "D". Upon written notice from Landlord of
         default by Tenant (pursuant to Paragraph #19), Landlord shall have the
         right to instruct Peacock, Hislop, Staley and Givens to immediately
         convert to cash that amount Landlord deems necessary to cure the
         default. Furthermore, should the balance of the "trading account" fall
         below the Fifty Five Thousand Dollars ($55,000) minimum required
         balance, this shall constitute a default of this Agreement by Tenant
         (pursuant to Paragraph #19).

LANDLORD:                                    TENANT:

CONCORD EQUITIES, L.L.C. an                  FUTECH EDUCATIONAL PRODUCTS, INC.
Arizona Limited Liability Company            an Arizona Corporation

By: /s/ Kenneth P. Braun                     By:  /s/ Vincent W. Goett
    ------------------------------                ------------------------------
    Kenneth P. Braun                              Vincent W. Goett
Its:  Manager                                Its:   Chief Executive Officer

<PAGE>   17

                                   EXHIBIT A


                           RENTABLE SQUARE FOOTAGE
                                  SECOND FLOOR

                                  [FLOOR PLAN]

<PAGE>   18

                                   EXHIBIT "B"

                             RULES AND REGULATIONS

1.       Except with the prior written consent of the Landlord, no Tenant shall
         sell or cause to be sold any items or services at retail on or from the
         leased premises, nor shall any Tenant carry on or permit or allow any
         employee or person to carry on the business of machine copying,
         stenography, typewriting or similar business in or from the leased
         premises for the service or accommodation of occupants of any portion
         of the building without written consent of the Landlord.

2.       The Sidewalks, halls and passageways will not be obstructed by any of
         the Tenants or used by them for any purpose other than for the ingress
         and egress to and from their respective premises.

3.       All Tenants shall adhere to and obey all such parking control measures
         as may be placed into effect by the Landlord through the use of signs,
         identifying decals or other instructions.

4.       No moving companies shall be used for the purpose of moving furnishings
         in or out of the lease premises unless they are licensed, commercial
         movers.

5.       Any electric wiring that the Tenant desires to introduce into the
         Premises must be connected as directed by the Landlord. No boring or
         cutting for wires will be allowed except with a specific consent of the
         Landlord. The location of telephones, electrical appliances, call
         boxes, intercoms, etc., shall be prescribed by Landlord.

6.       The Tenant shall not conduct any auction or permit any fire or
         bankruptcy sale to be held on the Premises, nor store goods, wares or
         merchandise on the Premises.

7.       All freight must be moved into, within and our of the Building under
         the supervision of the Landlord and according to such regulations as
         may be posted in the Building Office. All moving of furniture or
         equipment into or out of the Building by the Tenant shall be done at
         such time and in such manner as directed by the Landlord or its agent.
         In no cases shall items of freight, furniture, fixtures or equipment be
         moved into or out of the Building during such


                             Rules And Regulations
                                  Page 1 of 4
<PAGE>   19

         hours as are normally considered rush hours to an office building (i.e.
         morning rush hours, noon rush hours and evening rush hours).

8.       Requirements of the Tenant for Building services, maintenance or repair
         shall be attended to only upon application to the office of the
         Building. Employees of the Building are not permitted to perform any
         work nor to do anything outside of their regular duties unless under
         special instructions from the office of the Building. No employees of
         the Building shall admit any person, Tenant or otherwise without
         specific instructions from the Office Manager of the Building.

9.       The Tenant shall not change locks nor install other locks on doors
         without the prior written consent of the Landlord.

10.      The Tenant shall give prompt notice to the Building of any accidents to
         or defects in plumbing, electrical fixtures or heating apparatus so
         that the same may be attended to properly.

11.      No safes or other objects larger that the doors shall be brought into
         or installed on the Leased Premises without the prior written consent
         of the Landlord. Also, the Landlord shall have the power to prescribe
         the weight and positions of or other objects which shall, if considered
         necessary by the Landlord, be required to be supported by additional
         materials placed on the floor. In such event, the additional materials
         shall be at the expense of the Tenant. In no event can these items
         exceed a weight of fifty (50) pounds per square foot of floor space
         utilized.

12.      No person or persons other that those approved by the Landlord will be
         permitted to enter the Building for purposes of cleaning, maintenance,
         construction or painting.

13.      Tenant shall not permit or offer the Leased Premises to be occupied or
         used in a manner offensive or objectionable to the Landlord or other
         occupants of the Building by reason of noise, odors or vibrations or
         interfere in any way with other Tenants or those having business
         therein, nor shall any animals or birds be kept in or about the
         Building.

14.      No cooking shall be done or permitted by any Tenant on the Leased
         Premises except for that cooking utilizing existing kitchen facilities
         or microwave ovens in Premises nor shall offices of The Building be
         used, nor any part thereof, permitted to be used for lodging.


                              Rules And Regulations
                                   Page 2 of 4
<PAGE>   20

15.      Each Tenant, upon the termination of the tenancy, shall deliver to the
         Landlord all the keys of the offices, rooms and toilet rooms which
         shall have been furnished to the Tenant.

16.      No Tenant shall lay floor covering so that the same shall be affixed to
         the Leased Premises in any manner by paste or other material, except
         that which may easily be removed with water. The use of cement or other
         similar adhesive materials is expressly prohibited. Landlord shall have
         no obligation to repair, restretch, clean or replace carpeting but will
         spot clean and sweep carpeting as part of any janitorial services
         required to be furnished by Landlord under the Lease.

17.      On Sundays, holidays (legal), and on other days during certain hours of
         which the Building may be closed after normal business hours, access to
         the Building or to the halls or corridors will be subject to complete
         control and approval of the Landlord.

18.      Janitorial service shall be provided five (5) days per week in and
         about the Premises, and in no case shall such services be provided on
         Saturdays, Sundays and holidays (legal). Tenants shall not cause
         unnecessary labor by reason of carelessness or indifference in the
         preservation of good order and cleanliness.

19.      Tenants shall see that doors of the Premises are closed and securely
         locked before leaving the Building and must observe strict care not to
         leave such doors, etc. open and exposed to the weather or other
         elements, and each Tenant shall exercise extraordinary care and caution
         that all water faucets or water apparatus are entirely shut off before
         the Tenant or the Tenant's employees leave the Building, and that all
         electricity, gas and air conditioning shall likewise be carefully shut
         off, so as to prevent waste or damage, where controlled by Tenant.

20.      Canvassing, soliciting and peddling in the Building are prohibited.
         Tenants shall cooperate to prevent the same.

21.      Intentionally Deleted.


                              Rules And Regulations
                                   Page 3 of 4
<PAGE>   21

22.      No signs of any kind shall be placed on the walls or windows of the
         Leased Premises or outside the Leased Premises without the prior
         written consent of the Landlord first had and obtained. It is intended
         that the only identification to be provided for Tenant will be a
         directory of design and location as approved by Landlord.

23.      The non-enforcement of any one or more of these Rules and Regulations
         with respect to any one or more Tenants in the Leased Premises, or the
         development of which the Leased Premises are a part, shall not be
         deemed a waiver of any of these Rules and Regulations, nor prohibit
         the right of the Landlord to enforce these Rules and Regulations at any
         time.

24.      The Landlord reserves the right, at any time, to rescind any one or
         more of these Rules and Regulations, or to make such other and further
         reasonable rules and regulations as in the Landlord's judgement may,
         from time to time, be necessary for the safety, care and cleanliness of
         the Premises, and for the preservation of order therein.

25.      Tenant will not, without the prior written consent of the Landlord, use
         any apparatus or device in the Leased Premises, including but without
         limitation thereto, electronic data processing machines, punch card
         machines, and machines using current in excess of 110 volts, which
         will, in any way, increase the amount of electricity or water usually
         furnished or supplied for use of the Leased Premises as general office
         space; nor connect with electric current, except through existing
         electrical outlets in the Leased Premises, or water pipes, any
         apparatus or device for the purposes of using electric current or
         water.

AGREED AND ACCEPTED:

LANDLORD:                                     TENANT:

CONCORD EQUITIES, L.L.C.                      FUTECH EDUCATIONAL PRODUCTS, INC.
2999 North 44th Street, Suite 600             2999 North 44th Street, Suite 225
Phoenix, Arizona 85018                        Phoenix, Arizona 85018

BY: /s/ Kenneth P. Braun                      BY: /s/ Vincent W. Goett
    ----------------------------                  -----------------------------
    Kenneth P. Braun                              Vincent W. Goett

ITS: Manager                                  ITS: Chief Executive Officer

DATE: 8-16-96                                 DATE: 8-15-96


                              Rules And Regulations
                                   Page 4 of 4
<PAGE>   22

                                   EXHIBIT "C"


                                  (FLOOR PLAN OF LEASED PREMISES)

<PAGE>   23
[FUTECH LOGO]


                                   EXHIBIT "D"
                                 PAGE ONE OF TWO

Date:        September 19, 1996

TO:          Concord Equities, L.L.C. (Concord)

cc:          M. Sherman, Peacock, Hislop, Staley and Givens (PHSG)

From:        Vincent W. Goett, Chairman and CEO (Futech)

Subject:     Addendum to lease re: Security deposit through Peacock, Hislop,
             Staley and Givens investment account

Dear Concord Equities, L.L.C.,

This is to serve as Futech's instructions to Concord and PHSG regarding
Concord's limited access to Futech's investment account with PHSG.

Per the terms of the lease, Paragraph 23, Futech opened an account with PHSG
(#705-05115 per the attached) and have invested the minimum amount of funds per
the lease's terms. The lease specifies the grace period and notification
requirements by Concord if Futech does not meet its monthly obligation. If
Futech does not meet its outstanding obligation to Concord per the stated terms
of the lease agreement, then Concord may, with prior written notice to Futech
and PHSG, independently access Futech investment account in order to cure the
outstanding default. Prior to any actual transaction occurring, however, Futech
must be advised by PHSG as to the specifics of the transaction. Concord must
specify in writing to Futech and PHSG who within their organization is
authorized to perform such transaction.

Concord does not have the right to make inquiries (except for minimum balance
verification pursuant to the terms of the lease) or any  other action
regarding Futech's account at PHSG.

Sincerely,

/s/ Charles M. Foley
-------------------------------
Charles M. Foley
COO/CFO
<PAGE>   24

                                                                   STATEMENT OF
                                                                        ACCOUNT

[PEACOCK, HISLOP, STALEY & GIVEN, INC. LETTERHEAD]

G-05115            TAX ID  86-0648128           AUGUST 01 -  AUGUST 31, 1996

EDUCATIONAL PRODUCT INC               YOUR INVESTMENT REPRESENTATIVE IS:
CHARLES M FOLEY                       MICHAEL SHERMAN
44TH STREET STE                       2999 N. 44TH.STREET, SUITE 100
PHOENIX, AZ 185018                    PHOENIX, AZ 85018-9855
                                      IR# 705-424 PHONE 602-952-6800
                                               TOLL FREE  (800) 999-1818

                                      MONEY MARKET FUND 7 DAY AVERAGE YIELDS

                                      FOR CURRENT YIELD INFORMATION PLEASE
                                      CONTACT YOUR INVESTMENT REPRESENTATIVE

ASSETS                                                   LIABILITIES

                          PERCENT OF YOUR
                AMOUNT       PORTFOLIO                                   AMOUNT
                                                CASH
              15,734.97         21 %            MARGIN LOAN
                                                SHORT OPTIONS
                                                OTHER SHORT SECURITIES

              58,500.00         79 %

           $  74,234.97                     TOTAL LIABILITIES             $  00

YOUR ACCOUNT       $ 74,234.97          CURRENT ESTIMATED YIELD             .83%
SECURITIES                              ESTIMATED ANNUAL INCOME         $682.00

              FUNDS DEPOSITED AND WITHDRAWN
YOUR ACCOUNT           $75,000.00       FUNDS REMITTED FROM YOUR ACCOUNT   $.00

                  INCOME/EXPENSE SUMMARY

    THIS             THIS                               THIS              THIS
  PERIOD             YEAR          EXPENSE             PERIOD             YEAR

                                   INTEREST CHARGES
                                   U.S. TAX
                                   NON-RES TAX
                                   FOREIGN TAX

   .00              .00                  TOTAL          .00               .00


                                   EXHIBIT "D"
                                 PAGE TWO OF TWO
<PAGE>   25
[CONCORD EQUITIES LOGO]

June 30, 1997

Mr. Vincent W. Goett, CEO
FUTECH EDUCATIONAL PRODUCTS, INC.
2999 N. 44th Street
Suite #215
Phoenix, AZ 85018

Re:   Amendment to Lease
      Release of Trading Account

Dear Vince:

Pursuant to paragraph #9 of the aforementioned Amendment to Lease, Landlord
hereby authorizes you to close the "trading account", which was established by
Tenant as a Security Deposit, for the benefit of Landlord.

Immediately upon closing of said account, Tenant shall deliver to Landlord a
cashiers check in the amount of $25,490.50, which shall be held by Landlord as
Security Deposit for the entire term of the Amended Lease.

Sincerely,

/s/ Kenneth P. Braun
----------------------------------
Kenneth P. Braun
Managing Member

cc:   file


2999 N. 44th STREET, SUITE 600
PHOENIX, ARIZONA 85018
PHONE 602.952.9952 FAX 602.952.9964

<PAGE>   26

                               AMENDMENT TO LEASE

THIS AMENDMENT TO LEASE, made and entered into this 27th day of June, 1997, by
and between CONCORD EQUITIES, L.L.C., an Arizona limited liability company
hereinafter referred to as "Landlord" and FUTECH EDUCATIONAL PRODUCTS, INC., an
Arizona corporation hereinafter referred to as "Tenant".

                                   WITNESSETH

WHEREAS, Landlord wishes to lease additional premises ("Expanded Area") to
Tenant and Tenant wishes to lease additional premises ("Expanded Area") from
Landlord; and

WHEREAS, Landlord wishes to modify the rent payments of the Original Lease
(Dated August 5, 1996) and Tenant wishes to modify the rent payments of the
Original Lease; and

WHEREAS, Landlord wishes to modify the term of the Original Lease and Tenant
wishes to modify the term of the Original Lease;

NOW, THEREFORE, in consideration of these present and the agreement of each
other, Landlord and Tenant agree that the said Lease shall be and the same is
hereby amended as of the 27th day of June, 1997 as to the following items, but
shall remain as stated with regard to all other matters.

1.       Line 5 of the prologue paragraph of the Lease is amended by the
         replacement of Exhibit "A" with the new Exhibit "D", attached hereto
         and made a part hereof, showing the "Expanded Area" and "Existing
         Space".

2.       Paragraph 1 of the Lease: The term of the Modified Lease shall be for a
         period of thirty-six (36) months and shall commence on the 1st day of
         September, 1997 and expire on the 31st day of August, 2000.

3.       Paragraph 3 of the Lease: Tenant agrees to pay Landlord a base rent of
         Twelve Thousand Seven Hundred Forty-Five Dollars and 25/100 $12,745.25)
         per month, subject to increases as hereinafter provided, plus any
         excise, privilege or sales tax imposed upon the rent paid by Tenant.
         Said rent shall commence on the latter to occur of September 1, 1997 or
         the date the tenant improvements in the "Expanded Area" are completed
         and said space is ready for occupancy by Tenant.

4.       Paragraph 4 of the Lease: For the purpose of calculating the operating
         expenses of the project as outlined and defined in Paragraph 4.
         "OPERATING EXPENSES" of the Lease the following terms will prevail:

         (a).     The terms of the Original Lease shall remain in full force and
                  effect relating to of "operating expenses" for the primary
                  space (existing space) as defined in the Lease.

<PAGE>   27

         (b).     Tenant shall have a 1997 Base Year Expense Stop (Landlord to
                  pay said expense stop amount) calculated for the "Expanded
                  Area", which area is comprised of 1,956 net rentable square
                  feet, with all other terms and conditions of Paragraph 4. of
                  the Lease remaining in full force and effect.

         (c).     It is the intent of this Paragraph that the operating expenses
                  for the existing premises and the expanded area be calculated
                  separately from each other using the respected rentable square
                  footage of each area and the respective Base Year for each
                  area as outlined above.

5.       Paragraph 4c of the Lease: It is hereby amended and the following new
         paragraph is added:

         4(c).    For the purpose of determining Tenant's proportionate share of
                  the operating expenses and Landlord's total contribution, the
                  project shall be deemed to be comprised of 133,289 net
                  rentable square feet; the existing primary space shall be
                  deemed to be comprised of 5,327 net rentable square feet and
                  the "Expanded Area" to be comprised of 1,956 net rentable
                  square feet.

6.       Paragraph 1 of the Addendum to Lease is hereby amended and the
         following new paragraph is added:

                  Landlord shall build out the Expanded Area with tenant
                  improvements acceptable to Tenant. Landlord will pay for said
                  improvements up to $48,900.00. If the costs exceed $48,900.00,
                  said excess, plus simple interest thereon calculated at 9% per
                  annum, shall be amortized in equal monthly installments and
                  paid by Tenant to Landlord as additional rent between
                  September 1, 1997 and August 1, 2000. Tenant shall have the
                  right to approve all bids and contracts relating to
                  the construction work. The contracts will call for the work to
                  be completed, and the work will be completed, by September 15,
                  1997. Either party may terminate this Amendment if the details
                  of the tenant improvements are not finalized to the
                  satisfaction of the parties by August 1, 1997.

                  Landlord shall retain the bills, invoices, or their written
                  documentation evidencing the final total construction costs
                  and make same available to Tenant for audit.

7.       Line 8 of Paragraph 22. "PARKING" of the Original Lease Agreement - the
         figure "ten (10)" is deleted and "fifteen (15)" is substituted. The 5
         new parking spaces will be adjacent to Tenant's current 10 spaces.

8.       Line(s) 6 and 7 of Paragraph 42: "OPTION TO RENEW" of the Original
         Lease - the figure "$23.00 shall be replaced with "$24.00" and the
         figure "$24.00" shall be replaced with "$25.00".


                                        2
<PAGE>   28

9.       Paragraph 3 of the Addendum to Lease is hereby modified as follows:
         Notwithstanding anything to the contrary regarding Paragraph 23 of the
         Original Lease, Landlord and Tenant do hereby agree that Tenant shall
         deposit with Landlord an amount equal to $25,490.50, which amount shall
         be held by Landlord as Security Deposit for the entire term of the
         Amended Lease. Furthermore, upon receipt by Landlord of the
         aforementioned Security Deposit, Tenant shall be permitted to close the
         "$55,000 trading account" previously established by Tenant as a
         Security Deposit for the benefit of Landlord.

10.      Section 36 of the Original Lease is hereby deleted from this lease.

11.      All other terms and conditions in this Lease, as amended, remain in
         full force and effect as heretofore.

IN WITNESS WHEREOF, Landlord and Tenant have executed this instrument by
proper persons thereunto authorized so to do on the day and year first
hereinabove written.

LANDLORD:                                    TENANT:

CONCORD EQUITIES, L.L.C., an                 FUTECH EDUCATIONAL PRODUCTS, INC.,
Arizona limited liability company            an  Arizona corporation

By: /s/ Kenneth P. Braun                     By: /s/ Vincent W. Goett
    ----------------------------                 ------------------------------
    Kenneth P. Braun                             Vincent W. Goett

Its:  Managing Member                        Its: Chief Executive Officer


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<PAGE>   29

9.       Paragraph 3 of the Addendum to Lease is hereby modified as follows:
         Notwithstanding anything to the contrary regarding Paragraph 23 of the
         Original Lease, Landlord and Tenant do hereby agree that Tenant shall
         deposit with Landlord an amount equal to $25,490.50, which amount shall
         be held by Landlord as Security Deposit for the entire term of the
         Amended Lease. Furthermore, upon receipt by Landlord of the
         aforementioned Security Deposit, Tenant shall be permitted to close the
         "$55,000 trading account" previously established by Tenant as a
         Security Deposit for the benefit of Landlord.

10.      Section 36 of the Original Lease is hereby deleted from this lease.

11.      All other terms and conditions in this Lease, as amended, remain in
         full force and effect as heretofore.

IN WITNESS WHEREOF, Landlord and Tenant have executed this instrument by proper
persons thereunto authorized so to do on the day and year first hereinabove
written.

LANDLORD:                                    TENANT:

CONCORD EQUITIES, L.L.C., an                 FUTECH EDUCATIONAL PRODUCTS, INC.,
Arizona limited liability company            an Arizona corporation

By:                                               By:  /s/ Vincent W. Goett
    --------------------------                    -----------------------------
    Kenneth P. Braun                              Vincent W. Goett

Its: Managing Member                         Its: Chief Executive Officer


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