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Exhibit: 9.1FT
VOTING AGREEMENT
THIS AGREEMENT is made as of the December 3, 1998 by the undersigned
shareholders (the "Shareholders") of Futech Interactive Products, Inc., an
Arizona corporation ("Futech"), for the benefit of F. Xxxxx Xxxxxxxxxx and
Xxxxxxxx X. Xxxxxxxxxx, husband and wife ("Xxxxxxxxxx").
R E C I T A L S:
A. Futech and Xxxxxxxxxx entered into a Subordination, Priority and
Security Agreement, dated December 3, 1998, wherein, among other things, Futech
agreed to indemnify Xxxxxxxxxx against obligations under a Guaranty, dated
December 3, 1998 (the "Guaranty") in favor of Bank of America ("Lender").
B. The Subordination, Priority and Security Agreement requires Futech to
deliver to Xxxxxxxxxx this Voting Agreement.
C. The Shareholders are willing to execute this Agreement in favor of
Xxxxxxxxxx in connection with Xxxxxxxxxx undertaking the obligations set out in
the Guaranty.
TERMS:
1. So long as there are outstanding any obligations guaranteed by
Xxxxxxxxxx in the Guaranty, the Shareholders agree to vote their shares of stock
of Futech for Xxxxx Xxxxxxxxxx as a member of the Board of Directors of Futech.
DATED the date first hereinabove written.
SHAREHOLDERS:
/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
/s/ Xxxxxxx Xxxx Xxxxxx Xxxxx
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Xxxxxxx Xxxx Xxxxxx Xxxxx
