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                                                                  Exhibit: 4.4FT





                     STOCK RESTRICTIONS AND SALE AGREEMENT


                       FUTECH EDUCATIONAL PRODUCTS, INC.

                   VINCENT W. GOETT and MELISSA TURNER GOETT

                                   ---------


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                     STOCK RESTRICTIONS AND SALE AGREEMENT

     THIS STOCK RESTRICTIONS AND SALE AGREEMENT ("Agreement") is made on the
date hereinafter subscribed, by and between VINCENT W. GOETT AND MELISSA TURNER
GOETT, HUSBAND AND WIFE, AS JOINT TENANTS WITH RIGHTS OF SURVIVORSHIP
(collectively "Stockholder"), and FUTECH EDUCATIONAL PRODUCTS, INC., an Arizona
corporation ("Corporation").

                                   WITNESSETH

     WHEREAS, the Stockholder owns Eight Hundred Sixty-five Thousand Eight
Hundred Fifty-two (865,852) shares of the common capital stock of the
Corporation;

     WHEREAS, a condition of the issuance of said stock requires the Stockholder
to subject their stock to the restrictions hereinafter contained to further
enable the Corporation to purchase their stock upon any subsequent proposed
transfer or encumbrance.

     NOW, THEREFORE, in consideration of the mutual agreements, covenants and
undertakings hereinafter contained, it is mutually agreed as follows:

I.   SHARES OF STOCK OWNED BY THE STOCKHOLDER

     1.01 SHARES NOW OWNED. The Stockholders is the owner of the number of
shares of the common capital stock of the Corporation as set forth on the
Certificate ("Shares") attached hereto and incorporated herein by reference. All
of such Shares of the Corporation is subject to this Agreement and shall be held
subject to the terms hereof.

     1.02 AFTER ACQUIRED SHARES. The Stockholder agrees that if any additional
shares of the common capital stock of the Corporation are acquired by the
Stockholder, in any manner, including, but not limited to, those received by
reason of a stock dividend, stock split, recapitalization of the Corporation,
gift, inheritance, purchase, enforcement of a lien by foreclosure or by any
other means whatsoever, such shares shall also be subject to the terms and
provisions of this Agreement.

     1.03 POSSESSION, STOCK POWER, POWER OF ATTORNEY AND ACTIONS CONCERNING
CERTIFICATES. Upon the execution hereof, the Stockholder shall deposit all of
the certificate with the Corporation together with a stock power entitled
"Assignment Separate From Certificate" executed with assignee and effective date
blank. The Stockholder shall follow the same procedure with regard to all
certificates hereafter acquired. The Stockholder
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hereby grants to the Corporation the power of attorney to complete the assignee
and effective date to carry out the terms of this Agreement, whenever the terms
hereof provide for a transfer of such Shares, and the Corporation shall not be
liable for any errors made in good faith.

II. TRANSFER OF STOCK BY THE STOCKHOLDER DURING LIFETIME

     2.01 PROPOSED TRANSFER DURING LIFETIME OF THE STOCKHOLDER. In the event
that the Stockholder (hereinafter the "Selling Stockholder") shall, during
their lifetime, desire to sell, assign, gift, encumber or in any other manner
dispose of (hereinafter referred to as "transfer or encumber") the Shares, in
whole or in part, they shall first offer to transfer or encumber such Shares of
stock to the Corporation by giving notice in writing to the Board of Directors
of the Corporation. The notice shall contain the price and all of the terms and
conditions of such proposed transfer or encumbrance, the number of shares and
the name of the person or persons to be involved in the proposed transfer or
encumbrance. Upon receipt of the written notice, the Corporation may elect to
purchase or participate in the transfer or encumbrance of all of such stock, on
the terms proposed, in the manner set forth below. Notwithstanding the
foregoing, or any other provision of this Article II, no Shareholder shall
sell, exchange, assign, give or otherwise transfer any shares of the
Corporation to any one other than an individual, estate or trust that is an
eligible shareholder of a S Corporation under the provisions of Section 1361 of
the Internal Revenue Code of 1986, as amended and in a manner permitted by this
Agreement.

     2.02 ELECTION BY CORPORATION. Upon receipt of the written notice specified
in Paragraph 2.01 above, the Corporation shall have twenty (20) days therefrom
within which to accept the Selling Stockholder's offer upon the same terms and
conditions as are set forth in such written notice. The Selling Stockholder
shall not be entitled to vote either as a member of the Board of Directors or a
stockholder at the meeting held for the purpose of making the corporate
election. If the Corporation elects to accept the Selling Stockholder's offer,
such acceptance shall be made in writing and posted in the United States mail
to the Selling Stockholder prior to expiration of the twenty (20) day election
period. If the Corporation elects to not accept the Selling Stockholder's
offer, it shall immediately notify the Stockholder.

     2.03 VOID TRANSFERS. Any transfer or encumbrance to persons for a
different number of shares, or at a lesser price or on terms less favorable to
the Selling Stockholder than those originally proposed, shall be invalid unless
first offered to the Corporation as hereinabove provided. In the event that the
Selling Stockholder does not consummate their proposed transfer or encumbrance
within ninety (90) days from the final notice of rejection by the Corporation,
such offer by the Selling Stockholder shall terminate


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and any subsequent offer of transfer or encumbrance shall again comply with the
terms of this Agreement.

     2.04 DISCLOSURE OF TERMS OF TRANSFER TO THIRD PARTIES. If any transfer or
encumbrance occurs to any person or entity other than the Corporation, the
Selling Stockholder shall immediately deposit with the Corporation executed
copies of all documents relating to such transfer or encumbrance, and the
Corporation shall have the right to investigate the details of any such
transfer or encumbrance.

III. DEATH OF THE STOCKHOLDER

     3.01 DEATH OF THE STOCKHOLDER. The parties agree that the provisions of
Article II of this Agreement shall not be operative upon the death of VINCENT
W. GOETT and/or MELISSA TURNER GOETT.

IV. TRANSFERS

     4.01 CLOSING TRANSACTION. All stock transfers or encumbrances made
hereunder shall be consummated through and delivery shall be made at the
offices of the Corporation, and all instruments, documents and stock
certificates required shall be signed or endorsed on or before the closing date
and shall be delivered to the Corporation. The purchaser or lender, if other
than the Corporation, shall deposit the purchase price or loan (or the initial
payment, if there are deferred installments) with the Corporation on or before
the closing date. When all parties have complied, the Corporation shall deliver
at its principal office the purchase price or loan to the seller, an original
or signed copy of all documents and instruments to all of the parties to the
transaction, and certificates representing the stock transferred to the
purchaser or lender according to the terms of any pledge or security agreement.

     4.02 DIVIDENDS AND VOTING RIGHTS.

     a. After the Corporation receives notice of an offer under Article II, it
shall withhold all dividends payable in cash, kind or stock on each share to be
sold, offered for sale or used as collateral for a loan until the same is
completed or canceled or the offer rejected as to that share. All dividends
payable after an offer for sale shall belong to the purchaser or, if a loan
transaction is entered into; shall be distributed in accordance with its
provisions.

     b. After a sale under Article II, the parties purchasing the Shares shall,
so long as not in default under the terms thereof, be entitled to vote those
Shares. However, a purchaser of stock under Article II shall have no right to
vote shares until those shares have been reissued to him.


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     4.03 ENDORSEMENT ON STOCK CERTIFICATES. Upon the execution of this
Agreement, the certificates of stock which are the subject matter of this
Agreement shall be endorsed with the following legend:

          This certificate is transferable only upon compliance with the
          provisions of that certain Stock Restrictions and Sale Agreement to
          which the Corporation and one of its Stockholders are parties. The
          Corporation will mail to the Stockholder a copy of said restrictions
          without charge within five (5) days of receipt of written request
          therefor.

     All stock hereafter issued to the Stockholder shall bear the same
endorsement.

V.   ENFORCEMENT, BREACH AND NON-PERFORMANCE

     5.01 REMEDIES. The stock of the Corporation cannot be readily purchased,
sold or encumbered in the open market, and for that reason, among others, the
parties will be irreparably damaged in the event that this Agreement is not
specifically enforced. Should any dispute arise concerning the transfer or
encumbrance of stock, an injunction may be issued restraining any transfer or
encumbrance pending the determination of such controversy. In the event of any
controversy concerning the right or obligation to purchase, sell or encumber any
of the stock, such right or obligation shall be enforceable in a court of equity
by a decree of specific performance. Such remedy shall be cumulative and not
exclusive, and shall be in addition to any other remedy which the parties have
at law or in equity.

     5.02 ATTORNEYS' FEES. If any action should be brought for the enforcement
of this Agreement, the prevailing party shall be entitled to reimbursement, by
the opposing party, of its reasonable attorneys' fees in addition to all other
relief awarded.

     5.03 CONSENT, ACQUIESCENCE AND WAIVER. No acquiescence in, waiver of, or
failure to enforce any breach, default, violation or remedy shall be a waiver of
subsequent or other breaches, defaults, violations or remedies. Acquiescence in
or consent to a transfer or grant of a security interest prohibited by this
Agreement, or inconsistent herewith shall not void or vitiate this Agreement, or
any part hereof (except and only to the extent made impossible of performance)
unless the transfer or grant itself terminates this Agreement.

     5.04 NOTICE. Any notice required to be given hereunder shall be in writing
and delivered personally or mailed by certified mail, if directed to the
Corporation, to the Corporation's principal place of business, or if directed to
the Stockholder, to the

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Stockholder's address as it appears in the stock transfer record of the
Corporation. The Stockholder's address as of this date is set forth below the
signatures hereon. Notice shall be deemed given on the date of personal delivery
or, if mailed, the date of delivery shown on the return receipt for certified
mail.

     5.05 ASSIGNMENT. No right or interest in, under or arising by virtue of
this Agreement may be assigned, and no encumbrances therein may be created, and
any such assignment or encumbrance shall be null and void.

VI.  TERM AND TERMINATION

     6.01 TERM. This Agreement shall take effect on the date hereinafter
subscribed and shall remain in effect until termination as hereinafter provided
in Paragraph 6.02.

     6.02 TERMINATION. This Agreement shall be terminated in the event of any of
the following:

     a.   The mutual agreement of all parties hereto to terminate this
          Agreement;

     b.   The Corporation is adjudicated insolvent or bankruptor dissolves or
          makes an assignment or a substantial part of the assets for the
          benefit of creditors;

     c.   The Corporation merges or consolidates with another corporation or
          sells or transfers all or substantially all of its assets;

     d.   The sale of all of the stock of the Stockholder during the lifetime of
          the Stockholder within the permissive provisions of this Agreement,
          but only as to the Stockholder.

VII. INTERPRETATION AND CONSTRUCTION

     7.01 TIME PERIODS. Time periods referred to herein shall be determined by
excluding the day of the event when the period commences or from which it runs
and shall expire at 5:00 o'clock p.m., local time, on the last day included in
such period unless it falls on a Saturday, Sunday or legal holiday, and then it
shall expire at 5:00 o'clock p.m., local time, on the first following business
day.

     7.02 CAPTIONS AND HEADINGS. All headings set forth in the Agreement are
intended for convenience only and shall not concern or affect the meaning,
construction or effect of this Agreement of the provisions hereof. Recitals
shall not be construed as separate agreements or affect the interpretation of
the other provision's hereof


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     7.03 INVALID PROVISIONS. The invalidity or unenforceability of any
particular provision shall not affect the other provisions, and this Agreement
shall be construed in all respects as if such invalid or unenforceable
provisions have been removed.


     7.04 CONTROLLING LAW; IMPAIRMENT OF CAPITAL. This Agreement shall be
governed by the laws of the State of Arizona. The parties hereto understand
that a corporation may purchase its own shares only where no statutory
liability is placed upon its stock, and the corporation is solvent and subject
to the rights of creditors and non-assenting stockholders. The parties hereto
further understand that the purchase of shares should be from the corporate
surplus without impairing its capital, and this Agreement is entered into in
full consideration of the law.

     7.05 JOINT TENANTS. It is mutually agreed by the parties hereto that in
the event that the Stockholder shall elect to have her stock certificate held
in joint tenancy with another person, that joint tenant shall be made a party
hereto.

     7.06 COUNTERPARTS. This Agreement may be executed in multiple counterparts
and when a counterpart has been executed by each of the parties hereto, such
counterparts, taken together, shall constitute a single agreement. Duplicate
originals may also be utilized, each of which shall be deemed an original
document.

     IN WITNESS WHEREOF, each Stockholder, on the 27 day of January, 199   has
hereunto set their name, and the Corporation has caused its name to be signed
by its President and attested by its Secretary.


                                        "STOCKHOLDER"




                                        /s/  Vincent W. Goett        1/27/94
                                        -------------------------------------
                                        VINCENT W. GOETT               Date



                                        --------------------------

                                        --------------------------

                                        602  949-0533  (Phone #)
                                        ---------------



                                        /s/  Melissa Turner Goett    1/27/94
                                        -------------------------------------
                                        MELISSA TURNER GOETT           Date


                                        --------------------------

                                        --------------------------

                                        602  949-0533  (Phone #)
                                        ---------------


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                                   "CORPORATION"

                                   FUTECH EDUCATIONAL PRODUCTS, INC.,
                                   an Arizona corporation



                                   BY: /s/ Stephen McTaggart  1/28/97
                                       ------------------------------
                                       President               Date


ATTEST:



/s/ Debra McTaggart        1/28/97
-----------------------------------
DEBRA McTAGGART             Date
Secretary




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