Futech Interactive Products Delaware Inc Watch

from S-4 1 page <page> 1 Exhibit: 10.16t Security Interest Agreement (#19) August 5, 1998 Whereas the Trudy Corp of 353 Main Avenue in Norwalk, Ct. (Hereafter "Trudy) Is Seeking to Pay Operational Expenses and Fund Seasonal Working Capital Requirements, and Whereas William W. Burnham (Hereafter "Burnham") of White Oak Shade Road in New Canaan, Ct. Is Willing to Assist Trudy Corp by Lending Trudy Corp $310,000.00 (Three Hundred Ten Thousand Dollars and 00/100) to Meet These Requirements. Now Therefore, Trudy Corp Agrees to Provide a Security Interest to Burnham in Recognition of the Value He Is Providing the Company and the Risks Therein. Trudy Agrees to Give Burnham a Collateral Interest in All Cash or Securities, All Accounts Receivable Both of Trudy and Its Subsidiary, Soundprints, All Inventory of Whatever Kind, and All Furniture and Fixtures. This Security Interest Shall Be Limited to the Amount Referred to Above, Plus Imputed Interest of 8% Per Annum. Burnham Shall Be Entitled to Perfect His Security Interest, if and When, Trudy Is Unable to Repay This Debt on Its Maturity; the Entire $310,000.00 Should Be Repaid by October 5, 1998. in Such Circumstances, Burnham Shall Have a Collateral Interest Second Only to That of First Union (If Any) and Alice Burnham, in Any Event Senior to All Trade Creditors and to All Other Liabilities of the Company Unless Otherwise Stated or Stipulated by Legislation. Both Parties Agree That There May Be Partial Reductions Under This Agreement as Funds Are Repaid by Trudy to Burnham; the Collateral Interest Shall Be Reduced Pro Rata. Agreed: /S/ W. T. Carney Accepted: /S/ William W. Burnham William T. Carney William W. Burnham Vice President/ CFO for Trudy Corp

from S-4 1 page <page> 1 Exhibit: 10.15t Security Interest Agreement (#18) July 10, 1998 Whereas the Trudy Corp of 353 Main Avenue in Norwalk, Ct (Hereafter "Trudy") Is Seeking to Pay $28,900.00 to Upgrade Its Computer System, and Whereas William W. Burnham (Hereafter "Burnham") of White Oak Shade Road in New Canaan, Ct Is Willing to Assist Trudy Corp by Lending Trudy Corp $28,900.00 (Twenty Eight Thousand Nine Hundred Dollars and 00/100) to Purchase the New Computer Operating System. Now Therefore, Trudy Corp Agrees to Provide a Security Interest to Burnham in Recognition of the Value He Is Providing the Company and the Risks Therein. Trudy Agrees to Give Burnham a Collateral Interest in All Cash or Securities, All Accounts Receivable Both of Trudy and Its Subsidiary, Soundprints, All Inventory of Whatever Kind, and All Furniture and Fixtures. This Security Interest Shall Be Limited to the Amount Referred to Above, Plus Imputed Interest of 8% Per Annum. Burnham Shall Be Entitled to Perfect His Security Interest, if and When Trudy Is Unable to Repay This Debt on Its Maturity; the Entire $28,900.00 Should Be Repaid by July 10, 1999. in Such Circumstances, Burnham Shall Have a Collateral Interest Second Only to That of First Union (If Any) and Alice Burnham, but in Any Event Senior to All Trade Creditors and to All Other Liabilities of the Company Unless Otherwise Stated or Stipulated by Legislation. Both Parties Agree That There May Be Partial Reductions Under This Agreement as Funds Are Repaid by Trudy to Burnham; the Collateral Interest Shall Be Reduced Pro Rata. Agreed: /S/ W. T. Carney Accepted: /S/ William W. Burnham William T. Carney William W. Burnham Vice President/ CFO for Trudy Corp Dated: July 10, 1998

from S-4 1 page <page> 1 Exhibit: 10.13t Security Interest Agreement (#16) May 19, 1993 Whereas the Trudy Corp of 165 Water Street in Norwalk, Ct. (Hereafter "Trudy") Is Seeking to Pay Various Operating Expenses Including the Nic International Payment of $39,000 as Well as for General Operating Expenses, Whereas the Trudy Corp Has to Date Been Unable to Secure Financing From Other Sources for General Purpose Funding, and Whereas William W. Burnham (Hereafter "Burnham") of White Oak Shade Road in New Canaan, Ct. Is Willing to Assist Trudy Corp by Lending Trudy Corp $15,000.00 (Fifteen Thousand Dollars and 00/100) for Its Use for Operating Purposes on May 19, 1993. Now Therefore, Trudy Corp Agrees to Provide a Security Interest to Burnham in Recognition of the Value He Is Providing the Company and the Risks Inherent Therein. Given That This Cash Is Necessary for the Company to Survive, That Cash Has Great Value to Trudy. Trudy Agrees to Give Burnham a Collateral Interest in All Cash or Securities, All Accounts Receivable Both of Trudy and Its Subsidiary, Soundprints, All Inventory of Whatever Kind, and All Furniture and Fixtures. This Security Interest Shall Be Limited to the Amount Referred to Above, Plus Imputed Interest of 12% Per Annum. Burnham Shall Be Entitled to Perfect His Security Interest, if and When, Trudy Is Unable to Repay This Debt on Its Maturity; the Entire $15,000 Should Be Repaid by Sept 15, 1993. in Such Circumstances, Burnham Shall Have a Collateral Interest Second Only to That of Union Trust (If Any) and Alice Burnham, but in Any Event Senior to All Trade Creditors and to All Other Liabilities of the Company Unless Otherwise Stated or Stipulated by Legislation. Both Parties Agree That There May Be Partial Reductions Under This Agreement as Funds Are Repaid by Trudy to Burnham; the Collateral Interest Shall Be Reduced Pro Rata. Agreed: /S/ Peter P. Ogilvie Accepted: /S/ William W. Burnham Peter P. Ogilvie, Vp. William W. Burnham for Trudy Corp Dated

from S-4 1 page <page> 1 Exhibit: 10.11t Security Interest Agreement (#14) October 5, 1992 Whereas the Trudy Corp of 165 Water Street in Norwalk, Ct. (Hereafter "Trudy") Is Seeking to Pay Various Operating Expenses Including Those for $13,000 of General Operating Expenses, Whereas the Trudy Corp Has to Date Been Unable to Secure Financing From Other Sources for General Purpose Funding, and Whereas William W. Burnham (Hereafter "Burnham") of White Oak Shade Road in New Canaan, Ct. Is Willing to Assist Trudy Corp by Lending Trudy Corp $13,000.00 (Thirteen Thousand Dollars and 00/100) for Its Use for Operating Purposes on Oct 2, 1992. Now Therefore, Trudy Corp Agrees to Provide a Security Interest to Burnham in Recognition of the Value He Is Providing the Company and the Risks Inherent Therein. Given That This Cash Is Necessary for the Company to Survive, That Cash Has Great Value to Trudy. Trudy Agrees to Give Burnham a Collateral Interest in All Cash or Securities, All Accounts Receivable Both of Trudy and Its Subsidiary, Soundprints, All Inventory of Whatever Kind, and All Furniture and Fixtures. This Security Interest Shall Be Limited to the Amount Referred to Above, Plus Imputed Interest of 12% Per Annum. Burnham Shall Be Entitled to Perfect His Security Interest, if and When, Trudy Is Unable to Repay This Debt on Its Maturity; the Entire $13,000 Should Be Repaid by February 28, 1993. in Such Circumstances, Burnham Shall Have a Collateral Interest Second Only to That of Union Trust (If Any), but in Any Event Senior to All Trade Creditors and to All Other Liabilities of the Company Unless Otherwise Stated or Stipulated by Legislation. Both Parties Agree That There May Be Partial Reductions Under This Agreement as Funds Are Repaid by Trudy to Burnham; the Collateral Interest Shall Be Reduced Pro Rata. Agreed: /S/ Peter P. Ogilvie Accepted: /S/ William W. Burnham Peter P. Ogilvie William W. Burnham for Trudy Corp Dated: Oct. 5, 1992

from S-4 1 page <page> 1 Exhibit: 10.9t Security Interest Agreement (#12) August 25, 1992 Whereas the Trudy Corp of 165 Water Street in Norwalk, Ct. (Hereafter "Trudy") Is Seeking to Pay Various Operating Expenses Including Those for Boxes From Westvaco Plus Royalties for the Smithsonian Institution, and Whereas the Trudy Corp Has to Date Been Unable to Secure Financing From Other Sources for General Purpose Funding, and Whereas William W. Burnham (Hereafter "Burnham") of White Oak Shade Road in New Canaan, Ct. Is Willing to Assist Trudy Corp by Lending Trudy Corp $16,000.00 (Sixteen Thousand Dollars and 00/100) for Its Use for Operating Purposes. Now Therefore, Trudy Corp Agrees to Provide a Security Interest to Burnham in Recognition of the Value He Is Providing the Company and the Risks Inherent Therein. Given That This Cash Is Necessary for the Company to Survive, That Cash Has Great Value to Trudy. Trudy Agrees to Give Burnham a Collateral Interest in All Cash or Securities, All Accounts Receivable Both of Trudy and Its Subsidiary, Soundprints, All Inventory of Whatever Kind, and All Furniture and Fixtures. This Security Interest Shall Be Limited to the Amount Referred to Above, Plus Imputed Interest of 12% Per Annum. Burnham Shall Be Entitled to Perfect His Security Interest, if and When, Trudy Is Unable to Repay This Debt on Its Maturity on February 1, 1993. in Such Circumstances, Burnham Shall Have a Collateral Interest Second Only to That of Union Trust (If Any), but in Any Event Senior to All Trade Creditors and to All Other Liabilities of the Company Unless Otherwise Stated or Stipulated by Legislation. Both Parties Agree That There May Be Partial Reductions Under This Agreement as Funds Are Repaid by Trudy to Burnham; the Collateral Interest Shall Be Reduced Pro Rata. Agreed: /S/ Peter P. Ogilvie Accepted: /S/ William W. Burnham Peter P. Ogilvie William W. Burnham for Trudy Corp Dated: 9/1/92

from S-4 1 page <page> 1 Exhibit: 10.8t Security Interest Agreement (#9) April 30, 1992 Whereas the Trudy Corp of 165 Water Street in Norwalk, Ct. (Hereafter "Trudy") Is Seeking to Pay Various Operating Expenses Including Those for Catalog Development and Photography, and Has to Pay Westvaco $7,000 for New Packaging, and Whereas the Trudy Corp Has to Date Been Unable to Secure Financing From Other Sources for General Purpose Funding, and Whereas William W. Burnham (Hereafter "Burnham") of White Oak Shade Road in New Canaan, Ct. Is Willing to Assist Trudy Corp by Lending Trudy Corp $15,000 (Fifteen Thousand Dollars) for Its Use for Operating Purposes. Now Therefore, Trudy Corp Agrees to Provide a Security Interest to Burnham in Recognition of the Value He Is Providing the Company and the Risks Inherent Therein. Given That This Cash Is Necessary for the Company to Survive, That Cash Has Great Value to Trudy. Trudy Agrees to Give Burnham a Collateral Interest in All Cash or Securities, All Accounts Receivable Both of Trudy and Its Subsidiary, Soundprints, All Inventory of Whatever Kind, and All Furniture and Fixtures. This Security Interest Shall Be Limited to the Amount Referred to Above, Plus Imputed Interest of 12% Per Annum. Burnham Shall Be Entitled to Perfect His Security Interest, if and When, Trudy Is Unable to Repay This Debt on Its Maturity on Sept 1, 1992. in Such Circumstances, Burnham Shall Have a Collateral Interest Second Only to That of Union Trust (If Any), but in Any Event Senior to All Trade Creditors and to All Other Liabilities of the Company Unless Otherwise Stated or Stipulated by Legislation. Both Parties Agree That There May Be Partial Reductions Under This Agreement as Funds Are Repaid by Trudy to Burnham; the Collateral Interest Shall Be Reduced Pro Rata. Agreed: /S/ Peter P. Ogilvie Accepted: /S/ William W. Burnham Peter P. Ogilvie William W. Burnham for Trudy Corp Dated: 4/30/92

from S-4 1 page <page> 1 Exhibit: 10.7t Security Interest Agreement (#7) January 24, 1992 Whereas the Trudy Corp of 165 Water Street in Norwalk, Ct. (Hereafter "Trudy") Is Seeking to Pay Various Operating Expenses Including Payment of the First Half of the Royalty Advance to the National Wildlife Federation, and Whereas the Trudy Corp Needs Additional Cash, and Has to Date Been Unable to Secure Financing From Other Sources, and Whereas William W. Burnham (Hereafter "Burnham") of White Oak Shade Road in New Canaan, Ct. Is Willing to Assist Trudy Corp by Lending Trudy Corp $12,500 (Twelve Thousand Five Hundred Dollars) via His Check # 894 for Deposit Into the Company's Account 820-817-414, Now Therefore, Trudy Corp Agrees to Provide a Security Interest to Burnham in Recognition of the Value He Is Providing the Company and the Risks Inherent Therein. Given That This Cash Is Necessary for the Company to Survive, That Cash Has Great Value to Trudy. Trudy Agrees to Give Burnham a Collateral Interest in All Cash or Securities, All Accounts Receivable Both of Trudy and Its Subsidiary, Soundprints, All Inventory of Whatever Kind, and All Furniture and Fixtures. This Security Interest Shall Be Limited to the Amount Referred to Above, Plus Imputed Interest of 12% Per Annum. Burnham Shall Be Entitled to Perfect His Security Interest, if and When, Trudy Is Unable to Repay This Debt on Its Maturity on April 1, 1992. in Such Circumstances, Burnham Shall Have a Collateral Interest Second Only to That of Union Trust (If Any), but in Any Event Senior to All Trade Creditors and to All Other Liabilities of the Company Unless Otherwise Stated or Stipulated by Legislation. Both Parties Agree That There May Be Partial Reductions Under This Agreement as Goods Are Imported and Paid for by Trudy; the Collateral Interest Shall Be Reduced Pro Rata. Agreed: /S/ Peter P. Ogilvie Accepted: /S/ William W. Burnham Peter P. Ogilvie William W. Burnham for Trudy Corp Dated: 1/24/92

from S-4 1 page <page> 1 Exhibit: 10.6t Security Interest Agreement (#6) October 18, 1991 Whereas the Trudy Corp of 165 Water Street in Norwalk, Ct. (Hereafter "Trudy") Is Seeking to Pay Various Operating Expenses Including Payroll and Withholding Taxes, and Whereas the Trudy Corp Needs Additional Cash, and Has to Date Been Unable to Secure Financing From Other Sources, and Whereas William W. Burnham (Hereafter "Burnham") of White Oak Shade Road in New Canaan, Ct. Is Willing to Assist Trudy Corp by Lending Trudy Corp $10,000 (Ten Thousand Dollars) via His Check # 862 for Deposit Into the Company's Account 820-817-414, Now Therefore, Trudy Corp Agrees to Provide a Security Interest to Burnham in Recognition of the Value He Is Providing the Company and the Risks Inherent Therein. Given That This Cash Is Necessary for the Company to Survive, That Cash Has Great Value to Trudy. Trudy Agrees to Give Burnham a Collateral Interest in All Cash or Securities, All Accounts Receivable Both of Trudy and Its Subsidiary, Soundprints, All Inventory of Whatever Kind, and All Furniture and Fixtures. This Security Interest Shall Be Limited to the Amount Referred to Above, Plus Imputed Interest of 12% Per Annum. Burnham Shall Be Entitled to Perfect His Security Interest, if and When, Trudy Is Unable to Repay This Debt on Its Maturity on February 1, 1992. in Such Circumstances, Burnham Shall Have a Collateral Interest Second Only to That of Union Trust (If Any), but in Any Event Senior to All Trade Creditors and to All Other Liabilities of the Company Unless Otherwise Stated or Stipulated by Legislation. Both Parties Agree That There May Be Partial Reductions Under This Agreement as Goods Are Imported and Paid for by Trudy; the Collateral Interest Shall Be Reduced Pro Rata. Agreed: /S/ Peter P. Ogilvie Accepted: /S/ William W. Burnham Peter P. Ogilvie William W. Burnham for Trudy Corp Dated: 1/24/92

from S-4 1 page <page> 1 Exhibit: 10.5t Security Interest Agreement (#5) September 5, 1991 Whereas the Trudy Corp of 165 Water Street in Norwalk, Ct. (Hereafter "Trudy") Is Seeking to Pay Various Operating Expenses Including Payment of Property and Income Taxes, and Whereas the Trudy Corp Needs Additional Cash, and Has to Date Been Unable to Secure Financing From Other Sources, and Whereas William W. Burnham (Hereafter "Burnham") of White Oak Shade Road in New Canaan, Ct. Is Willing to Assist Trudy Corp by Lending Trudy Corp $30,000 (Thirty Thousand Dollars) via His Check # 858 for Deposit Into the Company's Account 820-817-414, Now Therefore, Trudy Corp Agrees to Provide a Security Interest to Burnham in Recognition of the Value He Is Providing the Company and the Risks Inherent Therein. Given That This Cash Is Necessary for the Company to Survive, That Cash Has Great Value to Trudy. Trudy Agrees to Give Burnham a Collateral Interest in All Cash or Securities, All Accounts Receivable Both of Trudy and Its Subsidiary, Soundprints, All Inventory of Whatever Kind, and All Furniture and Fixtures. This Security Interest Shall Be Limited to the Amount Referred to Above, Plus Imputed Interest of 12% Per Annum. Burnham Shall Be Entitled to Perfect His Security Interest, if and When, Trudy Is Unable to Repay This Debt on Its Maturity on November 1, 1991. in Such Circumstances, Burnham Shall Have a Collateral Interest Second Only to That of Union Trust (If Any), but in Any Event Senior to All Trade Creditors and to All Other Liabilities of the Company Unless Otherwise Stated or Stipulated by Legislation. Both Parties Agree That There May Be Partial Reductions Under This Agreement as Goods Are Imported and Paid for by Trudy; the Collateral Interest Shall Be Reduced Pro Rata. Agreed: /S/ Peter P. Ogilvie Accepted: /S/ William W. Burnham Peter P. Ogilvie William W. Burnham 9/16/91 for Trudy Corp

from S-4 1 page <page> 1 Exhibit: 10.4t Security Interest Agreement (#4) August 20, 1991 Whereas the Trudy Corp of 165 Water Street in Norwalk, Ct. (Hereafter "Trudy") Is Seeking to Pay Various Operating Expenses Including Payment of Property and Income Taxes, and Whereas the Trudy Corp Needs Additional Cash, and Has to Date Been Unable to Secure Financing From Other Sources, and Whereas William W. Burnham (Hereafter "Burnham") of White Oak Shade Road in New Canaan, Ct. Is Willing to Assist Trudy Corp by Lending Trudy Corp $30,000 (Thirty Thousand Dollars) via His Check # 855 for Deposit Into the Company's Account 820-817-414, Now Therefore, Trudy Corp Agrees to Provide a Security Interest to Burnham in Recognition of the Value He Is Providing the Company and the Risks Inherent Therein. Given That This Cash Is Necessary for the Company to Survive, That Cash Has Great Value to Trudy. Trudy Agrees to Give Burnham a Collateral Interest in All Cash or Securities, All Accounts Receivable Both of Trudy and Its Subsidiary, Soundprints, All Inventory of Whatever Kind, and All Furniture and Fixtures. This Security Interest Shall Be Limited to the Amount Referred to Above, Plus Imputed Interest of 12% Per Annum. Burnham Shall Be Entitled to Perfect His Security Interest, if and When, Trudy Is Unable to Repay This Debt on Its Maturity on November 1, 1991. in Such Circumstances, Burnham Shall Have a Collateral Interest Second Only to That of Union Trust (If Any), but in Any Event Senior to All Trade Creditors and to All Other Liabilities of the Company Unless Otherwise Stated or Stipulated by Legislation. Both Parties Agree That There May Be Partial Reductions Under This Agreement as Goods Are Imported and Paid for by Trudy; the Collateral Interest Shall Be Reduced Pro Rata Agreed: /S/ Peter P. Ogilvie Accepted: /S/ William W. Burnham Peter P. Ogilvie William W. Burnham 9/16/91 for Trudy Corp

from S-4 1 page <page> 1 Exhibit: 10.2t Security Interest Agreement (#2) July 31, 1991 Whereas the Trudy Corp of 165 Water Street in Norwalk, Ct. (Hereafter "Trudy") Is Seeking to Pay Various Operating Expenses Including Payment of Property and Income Taxes, and Whereas the Trudy Corp Needs Additional Cash, and Has to Date Been Unable to Secure Financing From Other Sources, and Whereas William W. Burnham (Hereafter "Burnham") of White Oak Shade Road in New Canaan, Ct. Is Willing to Assist Trudy Corp by Lending Trudy Corp $16,000 (Sixteen Thousand Dollars) via His Check # 848 for Deposit Into the Company's Account 820-817-414, Now Therefore, Trudy Corp Agrees to Provide a Security Interest to Burnham in Recognition of the Value He Is Providing the Company and the Risks Inherent Therein. Given That This Cash Is Necessary for the Company to Survive, That Cash Has Great Value to Trudy. Trudy Agrees to Give Burnham a Collateral Interest in All Cash or Securities, All Accounts Receivable Both of Trudy and Its Subsidiary, Soundprints, All Inventory of Whatever Kind, and All Furniture and Fixtures. This Security Interest Shall Be Limited to the Amount Referred to Above, Plus Imputed Interest of 12% Per Annum. Burnham Shall Be Entitled to Perfect His Security Interest, if and When, Trudy Is Unable to Repay This Debt on Its Maturity on October 1, 1991. in Such Circumstances, Burnham Shall Have a Collateral Interest Second Only to That of Union Trust (If Any), but in Any Event Senior to All Trade Creditors and to All Other Liabilities of the Company Unless Otherwise Stated or Stipulated by Legislation. Both Parties Agree That There May Be Partial Reductions Under This Agreement as Goods Are Imported and Paid for by Trudy; the Collateral Interest Shall Be Reduced Pro Rata. Agreed: /S/ Peter P. Ogilvie Accepted: /S/ William W. Burnham Peter P. Ogilvie William W. Burnham for Trudy Corp 8/8/91