1
Exhibit: 10.26FT
AGREEMENT
FOR
REASSIGNMENT
OF
PROMISSORY NOTE
THIS AGREEMENT is entered into as of the 21st day of January 1998, by
and between Futech Educational Products, Inc., an Arizona corporation
("Futech"), Newtech Consulting, Inc., an Arizona corporation ("Newtech") and
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, a married man dealing with his sole and separate property
("▇▇▇▇▇"). Collectively, Futech, Newtech and ▇▇▇▇▇, will be known as the
"Parties."
RECITALS:
A. Newtech sold all of its intellectual and other property to
Futech under two separate agreements (see Exhibits A and B for
"Agreement for Purchase and Sale of Assets" dated October 29,
1997 and January 20, 1998 respectively).
B. Futech purchased Newtech's property for the sum of the
following:
1. $2 million promissory note ("Note");
2. $300,000.00 cash;
3. 9 million shares of the common stock of Futech;
4. Maximum of $25,000.00 in Newtech liabilities.
▇. ▇▇▇▇▇ is acknowledged as 50% owner of Newtech and entered into
a Stock Redemption Agreement with Newtech on January 20, 1998
(see Exhibit C) whereby ▇▇▇▇▇ redeems his total ownership in
Newtech for $300,000.00 in cash, 5 million shares of the
common stock of Futech and 50% of the $2 million Note.
D. The Parties collectively desire to reassign the original $2
million Note so that $1 million will be due and owing from
Futech directly to Newtech and ▇▇▇▇▇ each.
NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein, and of other good and valuable consideration, the receipt and
sufficiency of which are acknowledged, and intending to be legally bound, the
Parties hereto agree as follows:
TERMS:
1. Reassignment of $2 million Note
1.1 The Parties agree that under the same terms and
conditions of the original Note (see Exhibit A), that
the Note shall be reassigned and divided equally
between Newtech and ▇▇▇▇▇. Newtech and ▇▇▇▇▇ shall
receive equal interest and consideration by Futech in
everything related to principal, interest, collateral
and security as it relates to the Note.
1.2 Newtech and ▇▇▇▇▇ agree that the same terms and
conditions of the original Stock Redemption Agreement
(Exhibit C) apply.
2
2. Representations and Warranties
2.1 All representations and warranties from the original
agreements, Exhibits A, B and C, shall apply without
exception or modification.
IN WITNESS WHEREOF, the parties have executed this agreement as of the
21st day of January, 1998.
"Futech"
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------
Print Name and Title
"Newtech"
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------
Print Name and Title
"▇▇▇▇▇"
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------
Print Name and Title
3
Resolution and Reconciliation
For and Between
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and Futech Interactive Products, Inc.
This Agreement, which is effective January 22, 1998, documents the
reconciliation and agreement to finalize specific accounts related to loan and
payroll activities between ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ("▇▇▇▇▇") and Futech Interactive
Products. Inc. ("Futech").
1. As of December 31, 1997 the following audited and reconciled amounts existed
on Futech's accounting records:
Debit Credit
----- ------
02388 - Due to ▇▇▇▇▇ ▇▇▇▇▇ $1,157,432.72
02100 - Accrued Salaries and Wages (a) $675.000.00
(a) All due and owing ▇▇▇▇▇ less applicable state and federal payroll taxes:
Gross Salary $675.000.00
Total Payroll Taxes -323,620.82
-----------
Net Due to ▇▇▇▇▇ $351,379.18
===========
2. As of January 21, 1998, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ was owed $1,000,000.00 (One
million dollars) for his portion of the sale of Newtech Consulting
Inc.'s assets to Futech through a reassignment of a promissory note.
3. It is the desire of ▇▇▇▇▇ and Futech to net the balances for the
aforementioned items as follows:
Promissory Note - Due to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ $1,000,000.00
Net Payroll - Due to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 351,379.18
Total Due to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ $1.351,379.18
Less: Due from ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (02388) 1,157,432.72
-------------
Net Due to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ $ 191,946.46
=============
"Futech" "▇▇▇▇▇"
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------- -------------------------------
