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                                                                  Exhibit: 4.8FT




                          REGISTRATION RIGHTS AGREEMENT

      This REGISTRATION RIGHTS AGREEMENT (the "Agreement"), which shall be
effective as of January 5, 1998, is by and between Futech Educational Products,
Inc., an Arizona corporation (the "Company"), and Manmohan Singh Bhatia (the
"Shareholder");

RECITALS:

      A. The Company and Magi Publications, a partnership ("Magi") are members
of Little Tiger Press USA, LLC, a New York limited liability company governed by
an Operating Agreement dated January 5, 1998 (the "Operating Agreement").

      B. Pursuant to the Operating Agreement, Magi is acquiring shares of the
Company's common stock, no par value.

      C. Shareholder shall acquire the shares from Magi as partner of Magi.

      D. The shares of the Company's common stock which will or may be issued
pursuant to the Operating Agreement, as described in Recital B, are referred to
in this Agreement as the "Common Stock."

      E. The Common Stock will not be registered under the Securities Act of
1933, as amended, or under the securities laws of any state, in reliance upon
exemptions from registration thereunder.

      In consideration of the mutual covenants and obligations hereinafter set
forth, the Company and the Shareholder, hereby agree as follows:

      SECTION 1. Definitions. As used in this Agreement, the terms listed in
this Section shall have the meanings set forth below:


            (a) "Affiliate" of any Person means any other Person who either
directly or indirectly is in control of, is controlled by or is under common
control with such Person; provided that for purposes of this definition an
investment entity shall be deemed to be controlled by its investment manager,
investment advisor or general partner.

            (b) "Business Day" shall mean any Monday, Tuesday, Wednesday,
Thursday or Friday that is not a day on which banking institutions in the City
of Phoenix are authorized by law, regulation or executive order to close.

            (c) "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended (or any similar successor federal statute), and the rules and
regulations thereunder, as the same are effect from time to time.
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            (d) "Holder" shall mean the Shareholder and his successors, assigns
and transferees (subject to Section 10 hereof). For purposes of this Agreement,
the Company may deem the registered holder of a Registrable Security as the
Holder thereof (subject to Section 10 hereof).

            (e) "Person" shall mean an individual, partnership, corporation,
limited liability company, joint venture, trust or unincorporated organization,
a government or agency or political subdivision thereof or any other entity.

            (f) "Prospectus" shall mean the prospectus included in any
Registration Statement, as amended or supplemented by a prospectus supplement
with respect to the terms of the offering of any portion of the Registrable
Securities covered by such Registration Statement and by all other amendments
and supplements to the prospectus, including post-effective amendments, and all
material incorporated by reference in such prospectus.

            (g) "Registrable Securities" shall mean (i) all shares of Common
Stock issued or issuable to the Shareholder pursuant to the Asset Purchase
Agreement as further described in Recital Section B; and (ii) any other
securities issued as a result of or in connection with any stock dividend, stock
split or reverse stock split, combination, recapitalization, reclassification,
merger or consolidation, exchange or distribution in respect of the shares of
Common Stock referred in to (i) above.

            (h) "Registration Expenses" shall have the meaning set forth in
Section 6 hereof.

            (i) "Registration Statement" shall mean any registration statement
which covers any of the Registrable Securities pursuant to the provisions of
this Agreement, including the Prospectus included therein, all amendments and
supplements to such Registration Statement including post effective amendments,
all exhibits and all material incorporated by reference in such Registration
Statement.

            (j) "Registration Termination Date" shall mean the earlier to occur
of (i) the date that is five years following the date hereof or (ii) the first
date upon which the Registrable Securities may be sold without limitation under
Rule 144 under the Securities Act (as such Rule may be amended from time to
time), other than the limitations set forth in paragraphs (c), (f) and (h) of
such Rule, as determined by the opinion of counsel to the Company (which shall
be reasonably satisfactory to counsel to the Holders).

            (k) "SEC" shall mean the U.S. Securities and Exchange Commission, or
any other U.S. federal agency at the time administering the Securities Act.

            (l) "Securities Act" shall mean the Securities Act of 1933, as
amended (or any similar successor federal statute), and the rules and
regulations thereunder, as the same are in effect from time to time.
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            (m) "Underwritten Offering" shall mean an offering that is
registered under the Securities Act in which securities of the Company are sold
pursuant to a firm commitment underwriting, to an underwriter at a fixed price
for reoffering to the public or pursuant to agency or best efforts arrangements
with an underwriter.

      SECTION 2. Securities Subject to this Agreement. The Registrable
Securities are entitled to the benefits of this Agreement.

      SECTION 3. Demand Registration.

            (a) Demand Registration (i) Upon the written request of Holders
owning not less than 50% of the Registrable Securities (excluding any
Registrable Securities that have previously been sold pursuant to a Registration
Statement hereunder or Rule 144 under the Securities Act), and provided that
there is then no effective Registration Statement in effect with respect to such
Registrable Securities, the Company will effect, in accordance with the terms of
this Agreement, the registration under the Securities Act of the Registrable
Securities which the Company has been so requested to register by such Holders,
subject to Section 3(c) hereof; provided that the number of securities requested
to be so registered shall be not less than 50% of the Registrable Securities
held by such requesting Holders. NO SUCH REQUEST MAY BE MADE PRIOR TO AN INITIAL
PUBLIC OFFERING OF THE COMPANY'S SECURITIES AND EARLIER THAN ONE YEAR AFTER THE
ACQUISITION OF THE COMMON STOCK BY THE HOLDER PURSUANT TO THE TERMS OF THE ASSET
PURCHASE AGREEMENT (THE "DEMAND COMMENCEMENT DATE"). In addition, no such
request shall be made during the 90-day period following the completion of any
Underwritten Offering of the Company's shares of Common Stock and no such
request shall be made to include any Registrable Securities in an initial public
offering of securities of the Company. The Company shall not be obligated to
effect more than two demand registrations pursuant to this Section 3, provided
that the Company shall not be required to effect registrations on a form other
than a Form S-3 (or any successor to such form).

                  (ii) Expenses. The Company shall pay all Registration Expenses
with respect to any demand registration pursuant to this Section 3.

            (b) Effectiveness of Registration Statement. The Company agrees to
use its best efforts to (i) cause the Registration Statement relating to any
demand registration pursuant to this Section 3 to become effective under the
Securities Act as promptly as practicable (ii) thereafter keep such Registration
Statement effective continuously for the period specified in the next succeeding
paragraph; and (iii) prevent the happening of any event of the kinds described
in clauses (4) or (5) of Section 5(a)(ii) hereof.

            A demand registration requested pursuant to this Section 3 will not
be deemed to have been effected unless the Registration Statement relating
thereto has become effective under the Securities Act and remain continuously
effective (except as otherwise permitted under this Agreement) for a period
ending on the earlier of:
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            (A) in the case of a Registration Statement on Form S-3 (subject to
            Section 5(c) below), the Registration Termination Date; or

            (B) the date on which all Registrable Securities covered by such
            Registration Statement have been sold and the distribution
            contemplated thereby has been completed.

            (c) Inclusion of Other Securities. The Company, and any other holder
of the Company's securities that has registration rights, may include its
securities in any demand registration effected pursuant to this Section 3;
provided, however, that if the managing underwriter or underwriters of any
Underwritten Offering contemplated thereby advise the Holders in writing that
the total amount or kind of securities which such Holder, the Company or any
such other holder intends to include in such proposed public offering is
sufficiently large to affect the success of the proposed public offering
requested by the Holder or Holders materially and adversely, then the amount or
kind of securities to be offered for the account of the Company or any such
other holder shall be reduced to the extent necessary to reduce the total amount
or kind of securities to be included in such proposed public offering to the
amount or kind recommended by such managing underwriter or underwriters.

            (d) Form. Registrations under this Section 3 will be on a form
permitted by the rules and regulations of the SEC selected by the Company;
provided, however, the Company may use Form S-3 if at the time of filing such
Registration Statement the Company is eligible to use such Form.

            (e) Manner of Sale. The Company may (but shall have no obligation
to) cause any Registrable Securities that are the subject of a demand
registration pursuant to this Section 3 to be sold in an Underwritten Offering
in which event the Company shall have the right to designate the managing
underwriter or underwriters thereof (which shall be reasonably satisfactory to
the Holders whose Registrable Securities are the subject of such demand
registration).

      SECTION 4. Piggyback Registration.

            (a) Piggyback Registration. If the Company at any time proposes to
file a registration statement with respect to any class of equity securities,
whether for its own account (other than a registration statement on Form S-4 or
S-8, or any successor or substantially similar form or a registration statement
covering (i) an employee stock option, stock purchase or compensation plan or
securities issued or issuable pursuant to any such plan or (ii) a dividend
reinvestment plan) or for the account of a holder of securities of the Company
pursuant to registration rights granted by the Company (a "Requesting
Securityholder"), then the Company shall in each case give written notice of
such proposed filing to all Holders of Registrable Securities at least 20
Business Days before the anticipated filing date of any such registration
statement by the Company, and such notice shall offer to all
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Holders the opportunity to have any or all of the Registrable Securities held by
such Holders included in such registration statement. Each Holder of Registrable
Securities desiring to have his Registrable Securities registered under this
Section 4 shall so advise the Company in writing within 10 Business Days after
the date of receipt of such notice (which request shall set forth the amount of
Registrable Securities for which registration is requested), and the Company
shall include in such Registration Statement all such Registrable Securities so
requested to be included therein; provided, however, that if such Registration
Statement is for an Underwritten Offering, the Holders of Registrable Securities
included therein shall join in the underwriting on the same terms and conditions
as the Company or the Requesting Securityholders except that the Holders of
Registrable Securities shall not be required to give any representations and
warranties relating to the Company, and shall execute any underwriting
agreement, "lock-up" letters or other customary agreements or documents executed
by the Company or the Requesting Securityholders in connection therewith.
Notwithstanding the foregoing, if the managing underwriter or underwriters of
any such proposed public offering advise the Holders in writing that the total
amount or kind of securities which the Holders of Registrable Securities, the
Company, the Requesting Securityholders and any other Persons intended to be
included in such proposed public offering is sufficiently large to affect the
success of such proposed public offering materially and adversely, then the
amount or kind of securities to be offered for the accounts of the Holders of
Registrable Securities shall be reduced pro rata, together with the amount or
kind of securities to be offered for the accounts of any other Persons
requesting registration of securities pursuant to rights similar to the rights
of the Holders under this Section 4, to the extent necessary to reduce the total
amount or kind of securities to be included in such proposed public offering to
the amount or kind recommended by such managing underwriter or underwriters
before the securities offered by the Company or any Requesting Securityholder
are so reduced. Notwithstanding the foregoing, however, the Holders shall have
no right to include any Registrable Securities in an initial public offering of
Company's securities.

            (b) No Obligation. Neither the giving of notice by the Company nor
any request by the Holders to register Registrable Securities pursuant to
Section 4(a) shall in any way obligate the Company to file any such Registration
Statement. The Company may, at any time prior to the effective date thereof,
determine not to offer the securities to which Registration Statement relates
and/or withdraw the Registration Statement from the SEC, without liability of
the Company to the Holders.

      SECTION 5. Registration Procedures and Other Agreements.

            (a) General. In connection with the Company's registration
obligations pursuant to Section 3 and, to the extent applicable thereto, Section
4 hereof, the Company will:

                  (i) prepare and file with the SEC a new Registration Statement
or such amendments and post-effective amendments to an existing Offering
Registration
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Statement as may be necessary to keep such Registration Statement effective as
set forth in Section 3(b); provided, however, that no Registration Statement
shall be required to remain in effect after all Registrable Securities covered
by such Registration Statement have been sold and distributed as contemplated by
such Registration Statement;

                  (ii) notify each selling Holder promptly (1) when a new
Registration Statement, amendment thereto, Prospectus or any Prospectus
supplement or post-effective amendment has been filed, and, with respect to any
new Registration Statement or posteffective amendment, when it has become
effective, (2) of any request by the SEC for amendments or supplements to any
Registration Statement or Prospectus or for additional information, (3) of the
issuance by the SEC of any comments with respect to any filing, (4) of any stop
order suspending the effectiveness of any Registration Statement or the
initiation or threatening of any proceedings for such purpose, (5) of any
suspension of the qualification of the Registrable Securities for sale in any
jurisdiction or the initiation or threatening of any proceeding for such
purpose, and (6) of the happening of any event which makes any statement of a
material fact made in any Registration Statement, Prospectus or any document
incorporated therein by reference untrue or which requires the making of any
changes in any Registration Statement, Prospectus or any document incorporated
therein by reference in order to make the statements therein (in the case of any
Prospectus, in the light of the circumstances under which they were made) not
misleading; and make every reasonable effort to obtain as promptly as
practicable the withdrawal of any order or other action suspending the
effectiveness of any Registration Statement or suspending the qualification or
registration (or exemption therefrom) of the Registrable Securities for sale in
any jurisdiction;

                  (iii) furnish to each selling Holder, without charge, at least
one manually signed or "edgarized" copy and as many conformed copies as may
reasonable be requested, of the then effective Registration Statement and any
post-effective amendment thereto, and one copy of all financial statements and
schedules, all documents incorporated therein by reference and all exhibits
thereto (including those incorporated by reference);

                  (iv) deliver to each selling Holder, without charge, as many
copies of the then effective Prospectus (including each prospectus subject to
completion) and any amendments or supplements thereto as such Holder may
reasonably request;

                  (v) use its best efforts to register or qualify under the
securities or blue sky laws of such jurisdictions as the selling Holders
reasonably request in writing and do any and all other acts or things reasonably
necessary or advisable to enable the disposition in such jurisdictions of the
Registrable Securities covered by the then effective Registration Statement;
provided, however, that the Company will not be required to (x) qualify to do
business in any jurisdiction where it would not otherwise be required to
qualify, or (y) subject itself to general taxation in any such jurisdiction, or
(z) register or qualify such Registrable Securities under the securities or blue
sky laws of any jurisdiction in which the Company does not then maintain a
currently effective registration or qualification of any of its securities;
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                  (vi) upon the occurrence of any event contemplated by clause
(6) of Section 5(a)(ii) hereof, as promptly as practicable (in light of the
circumstances causing the occurrence of such event) prepare a supplement or
post-effective amendment to the Registration Statement or the related Prospectus
or any document incorporated therein by reference or file any other required
document so that, as thereafter delivered to the purchasers of the Registrable
Securities, the Prospectus will not contain an untrue statement of a material
fact or omit to state any material fact necessary to make the statements therein
in the light of the circumstances under which they were made, not misleading;

                  (vii) use reasonable efforts to cause all Registrable
Securities covered by the Registration Statement to be listed on each securities
exchange (or quotation system operated by a national securities association) on
which identical securities issued by the Company are then listed, and enter into
customary agreements including, if necessary, a listing application and
indemnification agreement in customary form;

                  (viii) if the registration is in connection with an
Underwritten Offering, enter into an underwriting agreement with respect to the
Registrable Securities, which agreement shall contain provisions that are
customary in connection with underwritten secondary offerings, including
representations and warranties, opinions of counsel, letters of accountants and
indemnification provisions with underwriters that acquire Registrable
Securities;

                  (ix) otherwise use its best efforts to comply in all material
respects with all applicable rules and regulations of the SEC relating to such
registration and the distribution of the securities being offered and make
generally available to its securities holders earnings statements satisfying the
provisions of Section 11(a) of the Securities Act and complying with Rule 158
of the SEC thereunder;

                  (x) cooperate and assist in any filings required to be made
with the National Association of Securities Dealers, Inc.; and

                  (xi) make available for inspection by a representative of
selling Holders and any attorney or accountant retained by such selling Holders,
all financial and other records, pertinent corporate documents and properties of
the Company and cause the Company's officers, directors and employees to supply
all information reasonably requested by, and to cooperate fully with, any such
representative, underwriter, attorney or accountant in connection with such
registration, and otherwise to cooperate fully in connection with any due
diligence investigation; provided that such representatives, underwriters,
attorneys or accountants enter into a confidentiality agreement in form and
substance reasonably satisfactory to the Company, prior to the release or
disclosure to them of any such information, records or documents.
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            (b) Each selling Holder shall furnish to the Company, upon request,
in writing such information and documents as, in the opinion of counsel to the
Company may be reasonably required to prepare properly and file such
Registration Statement in accordance with the applicable provisions of the
Securities Act.

      SECTION 6. Registration Expenses. All expenses incident to the Company
performance of or compliance with this Agreement, including without limitation
all registration and filing fees, fees and expenses of compliance with
securities or blue sky laws (including reasonable fees and disbursements of one
counsel in connection with blue sky qualifications or registrations (or the
obtaining of exemptions therefrom) of the Registrable Securities), the
reasonable fees and disbursements of counsel retained by the Holders (which
counsel shall be reasonably satisfactory to the Company), printing expenses
(including expenses of printing Prospectuses), messenger and delivery expenses,
internal expenses (including all salaries and expenses of its officers and
employees performing legal or accounting duties), fees and disbursements of its
counsel and its independent certified public accountants (including the expenses
of any special audit or "comfort" letters required by or incident to such
performance or compliance), securities acts liability insurance (if the Company
elects to obtain such insurance), fees and expenses of any special experts
retained by the Company in connection with any registration hereunder and the
fees and expenses of any other Person retained by the Company (all such fees and
expenses being referred to as "Registration Expenses"), shall be borne by the
Company, whether or not any Registration Statement becomes effective.

      SECTION 7. Suspension of Sales under Certain Circumstances.

            (a) Upon receipt of any notice from the Company that dispositions
under the then current Prospectus must be discontinued and suspended, whether as
a result of an event described in Section 5(a)(ii)(4),(5) or (6) hereof or
otherwise, each Holder will forthwith discontinue and suspend disposition of
Registrable Securities pursuant to such Prospectus until (i) the Holders are
advised in writing by the Company that a new Registration Statement covering the
offer of Registrable Securities has become effective under the Securities Act,
or (ii) the Holders receive copies of a supplemented or amended Prospectus
contemplated by Section 5(a) hereof, or (iii) the Holders are advised in writing
by the Company that the use of the Prospectus may be resumed.

            (b) If at any time following the date hereof any of the Company's
shares of Common Stock are to be sold pursuant to an Underwritten Offering, then
for the period commencing 45 days prior to, and expiring 180 days after, the
effective date of such Underwritten Offering, none of the Holders will effect
any public sale or distribution of any Registrable Securities or any other
shares of Common Stock of the Company then owned by such Holders, other than
pursuant to such Underwritten Offering (if any Registrable Securities are
included in such Underwritten Offering).
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      SECTION 8. Indemnification.

            (a) Indemnification by the Company. The Company agrees to indemnify
and hold harmless, to the full extent permitted by law, but without duplication,
each Holder of Registrable Securities, any their respective officers and
directors, if any, and each Person who controls such Holder within the meaning
of the Securities Act, against all losses, claims, damages, liabilities and
expenses (including reasonable costs of investigation and reasonable legal fees
and expenses) resulting from any untrue statement of a material fact in, or any
omission of a material fact required to be stated in, any Registration Statement
or in any preliminary or final Prospectus, or any amendment or supplement
thereto, or necessary to make the statements therein (in the case of a
Prospectus in light of the circumstances under which they were made) not
misleading, except insofar as the same are caused by or contained in any
information furnished in writing to the Company by any Holder or any underwriter
expressly for use therein; provided that the Company will not be liable pursuant
to this Section 8(a) if such losses, claims, damages, liabilities or expenses
have been caused by the failure of any selling Holder to deliver a copy of the
Registration Statement or Prospectus, or any amendments or supplements thereto,
after the Company has furnished such copies to such Holder.

            (b) Indemnification by the Holders of Registrable Securities. In
connection with any Registration Statement covering Registrable Securities of
any Holder, such Holder will furnish to the Company in writing such information
as the Company reasonably requests for use in connection with any such
Registration Statement or Prospectus and agrees to indemnify and hold harmless,
to the full extent permitted by law, but without duplication, the Company, its
officers, directors, shareholders, employees, advisors and agents, and each
Person who controls the Company (within the meaning of the Securities Act),
against any losses, claims, damages, liabilities and expenses resulting from any
untrue statement of a material fact in, or any omission of a material fact
required to be stated in, the Registration Statement or in any preliminary or
final Prospectus, or any amendment or supplement thereto, or necessary to make
the statements therein (in the case of a Prospectus in light of the
circumstances under which they were made) not misleading, but only to the extent
that such untrue statement or omission is contained in any information so
furnished in writing by such Holder to the Company specifically for inclusion
therein. If the offering to which the Registration Statement relates is an
Underwritten Offering, each Holder agrees to enter into an underwriting
agreement in customary form with such underwriters and to indemnify such
underwriters, their officers and directors, if any, and each Person who controls
such underwriters within the meaning of the Securities Act to the same extent as
hereinabove provided with respect to indemnification by such Holder of the
Company.

            (c) Conduct of Indemnification Proceedings. Any Person entitled to
indemnification hereunder will (i) give prompt notice to the indemnifying party
of any claim with respect to which it seeks indemnification, and (ii) permit
such indemnifying party to assume the defense of such claim with counsel
reasonably satisfactory to the indemnified
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party; provided, however, that any Person entitled to indemnification hereunder
shall have the right to employ separate counsel and to participate in, but not
control, the defense of such claim, but the fees and expenses of such counsel
shall be at the expense of such indemnified Person, unless (A) the indemnifying
party shall have failed to assume the defense of such claim and employ counsel
reasonably, satisfactory to the indemnified party in a timely manner, or (B) in
the reasonable judgment of any such Person, based upon written advice of its
counsel, a conflict of interest may exist between such Person and the
indemnifying party with respect to such claims (in which case, if the Person
notifies the indemnifying party in writing, that such Person elects to employ
separate counsel at the expense of the indemnifying party, the indemnifying
party shall not have the right to assume the defense of any such claim as to
which such conflict of interest may exist). The indemnifying party will not be
subject to any liability for any settlement made without its consent. No
indemnified party will be required to consent to the entry of any judgment or
enter into any settlement which does not include as an unconditional term
thereof the giving by the claimant or plaintiff to such indemnified party of a
release from all liability in respect of such claim or litigation. An
indemnifying party who is not entitled to, or elects not to, assume the defense
of the claim will not be obligated to pay the fees and expenses of more than one
counsel for all parties indemnified by such indemnifying party with respect to
such claim, as well as one local counsel in each relevant jurisdiction.

            (d) Contribution. If for any reason the indemnification provided for
in Section 8(a) or 8(b) hereof is unavailable to an indemnified party or
insufficient to hold it harmless as contemplated by Sections 8(a) and 8(b)
hereof, then the indemnifying party shall contribute to the amount paid or
payable by the indemnified party as a result of such loss, claim, damage,
liability or expense in such proportion as is appropriate to reflect not only
the relative benefits received by the indemnifying party and the indemnified
party, but also the relative fault of the indemnifying party and the indemnified
party, as well as any other relevant equitable considerations. No Person guilty
of fraudulent misrepresentation (within the meaning of Section 11 (f) of the
Securities Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentations.

      SECTION 9. Current Public Information. The Company agrees that it will
file all reports required to be filed by it under the Securities Act and the
Exchange Act and the rules and regulations adopted by the SEC thereunder (or, if
it ceases to be required to file such reports, it will, upon the request of
Holders owning not less than 51% of the Registrable Securities [excluding any
Registrable Securities that have previously been sold pursuant to a Registration
Statement hereunder or Rule 144 under the Securities Act], make publicly
available other information), and it will take such further action as may
reasonably be required, in each case to the extent required from time to time to
enable the Holders to sell Registrable Securities without registration under the
Securities Act within the limitations of the applicable exemptions provided by
(x) Rule 144 under the Securities Act, as such Rule may be amended from time to
time, or (y) any similar regulation hereinafter adopted by the SEC.
<PAGE>   11
      SECTION 10. No Inconsistent Agreements. The Company has not previously
entered into and shall not in the future enter into any agreement, arrangement
or understanding with respect to its securities which is inconsistent with the
rights granted to the Holders in this Agreement.

      SECTION 11. Amendments and Waivers. The provisions of this Agreement may
not be amended, modified or supplemented, and waivers or consents to departures
from the provisions hereof may not be given, without the written consent of (a)
the Company and (b) the Holders owning not less than 51% of the Registrable
Securities (excluding any Registrable Securities that have previously been sold
pursuant to a Registration Statement hereunder or Rule 144 under the Securities
Act).

      SECTION 12. Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, facsimile, or air-courier guaranteeing overnight delivery:

            (a) If to a Holder of Registrable Securities, at the most current
address for such Holder, as it appears on the books of the Company; and

            (b) If to the Company: Futech Educational Products, Inc., 2999 North
44th Street, Suite 225, Phoenix, Arizona 85018, Attention: Chief Executive
Officer; facsimile no. 808-9863, or at such other address as may be designated
from time to time by notice given in accordance with the provisions of this
Section 11.

            All such notices and other communications shall be deemed to have
been delivered and received (i) in the case of personal delivery or facsimile,
on the date of such delivery, (ii) in the case of air courier, on the Business
Day after the date when sent, and (iii) in the case of mailing, on the fifth
Business Day following such mailing.

      SECTION 13. Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors, transferees and assigns of the
parties hereto; provided, however, that (a) no transferee in any transfer made
in reliance on Rule 144 under the Securities Act shall have any rights as a
Holder under this Agreement; and (b) no Person to whom the Registrable
Securities are transferred shall have any rights under this Agreement as a
Holder unless such Person agrees to be bound by the terms and conditions of this
Agreement.

      SECTION 14. Headings. The headings in this Agreement are inserted for
convenience only and shall not constitute a part hereof.

      SECTION 15. Governing Law: Consent to Jurisdiction. This Agreement shall
be governed by and construed and enforced in accordance with the internal laws
of the State of Arizona without reference to principles of conflict of laws. The
parties to this Agreement
<PAGE>   12
hereby consent to the jurisdiction in personam of the Superior Court of the
State of Arizona, in and for the County of Maricopa or of the United States
District Court for the District of Arizona, in any legal proceeding to enforce
any obligations under this Agreement, and agree that venue in Maricopa County is
not inconvenient.

      SECTION 16. Construction. The Section headings contained in this Agreement
are for reference purposes only and will not affect in any way the meaning or
interpretation of this Agreement. All terms used in one number or gender shall
be construed to include any other number or gender as the context may require.
Whenever the words "include," "includes," or "including" are used in this
Agreement, they shall be deemed to be followed by the words "without
limitation."

      SECTION 17. Entire Agreement. This Agreement, together with any other
documents and certificates delivered hereunder and the Asset Purchase Agreement,
state the entire agreement of the Company and the Shareholder with respect to
the subject matter hereof, merge all prior negotiations, agreements and
understandings, if any, and state in full all representations, warranties and
agreements which have induced this Agreement.

      IN WITNESS WHEREOF, the Company and the Shareholder have duly executed and
delivered this agreement as of the date written above.

                                    SHAREHOLDER:

                                    /s/ Manmohan Singh Bhatia
                                    -------------------------------------------

                                    FUTECH EDUCATIONAL PRODUCTS, INC.

                                    By: /s/ Vincent W. Goett
                                        ----------------------------------------
                                        Name:
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                                        Title:
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