Authorization
      Agreement

    


    To
      :
      International Bank of Taipei,    
      Center /
      Branch

    


    In
      order
      to get credit and loan information of the Contractor and other requirements
      for
      operations that are appropriate to registered business items, the authorized
      person and the guarantor Pai
      Suang-Yi (hereinafter
      referred to as “Contractor”) agrees that the Bank may, within the specific
      purposes and requirements under registered business items or other business
      needs, provide the information of the Contractor, such as profile, financial
      status, current accounts and remittance logs, credit card records, credit
      transactions, credit reference reports, loan related data, and personal credit
      data in relation to this Agreement, etc., for the Bank units, the same trade,
      Joint Credit Information Center, Small and Medium Business Credit Guarantee
      Fund, The Overseas Chinese Credit Guarantee Fund, Agricultural Credit Guarantee
      Fund, Financial Information Service Co., Ltd., the Taiwan Clearing House, Taiwan
      Securities Central Depository Co., Ltd., National Credit Card Center of R.O.C.,
      those persons, organizations, or institutes who are in relation to creditor’s
      right/debt liabilities (planning to loan assignment or participation) of the
      Bank, entrust the Bank to handle banking business, designated by the Ministry
      of
      Finance, or have agreements signed with the Bank under the necessity of doing
      business and may collect, process, transfer, and make use of the aforementioned
      data of the borrower and the Contractor and said persons, organizations, or
      institutes shall provide the data of the borrower and the Contractor to the
      Bank
      for reference.

     

    
      	The Authorized Person:	(Seal)



    Kid
      Castle Internet Technology Corporation

    1F,
      148,
      Jiang-guo Road, Hsindian City

     

    
      	The Guarantor: Pai Suang-Yi / Yang
              Ming-Tan	(Seal)



    


    
      	
              Supervisor

            	
              Signature
                Checker

            
	 	 


    

    


    Date
      :
      Mar. 16, 2006

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    

      Authorization
        Letter

      


      To
        :
        International Bank of Taipei

      


      The
        authorized person Kid
        Castle Internet Technology Corporation
        (hereinafter referred to as the “Authorized Person”) authorizes the Bank to
        withdraw or transfer money from the current
        account
        of the
        Authorized Person opened at the Yung-ho
        Branch
        of the Bank with A/C No. 14359-0
        for
        each
        amount payable related to respective loans, deferred interests, penalties,
        charges in relation to insurance on guarantees, handling fees of transferring
        credit insurance guarantee fund, opening/amending letters of credit, collection
        and other handling fees owing to relevant loans, the application of opening
        letters of credit or foreign exchange business the Authorized Person submits
        to
        the Bank and the Authorized Person shall have no objection. The Authorized
        Person hereby agrees to the following terms and conditions:

      


      
        	
                1.

              	
                The
                  bank is authorized to directly withdraw amounts payable that are
                  derived
                  from the aforementioned transactions between the Bank and the Authorized
                  Person or the borrower from said bank account of the Authorized
                  Person
                  without bank passbook or withdrawal slip of the Authorized Person
                  required. The Bank must mail or send all receipts of the money
                  withdrawals
                  to the Authorized Person for
                  records.

              


      

      
        	
                2.

              	
                The
                  Authorized Person shall go to the Bank for passbook entry and balance
                  check as soon as possible after said money withdrawals and the
                  Authorized
                  Person acknowledges all money withdrawals made by the Bank without
                  any
                  objection. 

              


      

      
        	
                3.

              	
                The
                  Authorized Person shall go to the Bank for dealing all loan related
                  payment procedures with the Bank upon the maturity date/due date
                  of each
                  loan. In the event that the Authorized Person defaults to complete
                  necessary procedures with the Bank with excuse that the Bank is
                  authorized
                  to directly withdraw all amounts payable, the Authorized Person
                  shall be
                  liable to legal responsibilities for all possible results related
                  to the
                  said matters.

              


      

      
        	
                4.

              	
                In
                  the event the Bank deems it necessary, finds incomplete loan application
                  processing, or insufficient savings in said bank account of the
                  Authorized
                  Person, the Authorized Person or the borrower shall immediately
                  go to the
                  Bank for completing necessary processes upon receiving notification
                  from
                  the Bank.

              


      

      
        	
                5.

              	
                The
                  Bank has the right to deal with the aforementioned transactions
                  according
                  to this Authorization Letter before receiving a written notice
                  from the
                  Authorized Person to abrogate the authorization right and the completion
                  of relevant authorization annulment
                  processes.

              


      

      


      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

      The
        Authorized Person: Kid
        Castle Internet Technology Corporation /
        Pai
        Suang-Yi (Seal)

      Business
        united No. / ID No. :

      The
        Borrower : Kid Castle Internet Technology Corporation /
        Pai
        Suang-Yi (Seal)

      


      Date
        :
        Mar. 16, 2006

      


      


      
        	
                Asistance
                  Manager Approval

              	
                Clerk
                  

              	
                Signature
                  Check

              
	 	 	 


      

      


      


      
        
           

        

        
          3

          
            

          

        

        
           

        

      

    

     

    

      Authorization
        Letter

      


      To
        :
        International Bank of Taipei

      


      
        	
                1.

              	
                The
                  authorized person Kid
                  Castle Internet Technology Corporation
                  (hereinafter referred to as the “Authorized Person”) hereby instructs with
                  authorization irrevocability that all or a portion of those goods
                  shipped
                  and arrived owing to the request made by the Authorized Person
                  to the
                  International Bank of Taipei (hereinafter referred to as the “Bank”) with
                  the import license and/or other documents issued by the Bureau
                  of Foreign
                  Trade, the Ministry of Economic Affairs, R.O.C. or designated
                  organizations by the competent authority in this connection provided
                  for
                  the application of opening letters of credit; however, in the event
                  the
                  Authorized Person fails to repay the payments to the Bank within
                  the terms
                  of loans according to respective letters of credit or all letters
                  of
                  credit the Authorized Person requests the Bank to open are deemed
                  due date
                  according to relevant loan agreements, the Bank has the right to
                  apply to
                  the Ministry of Economic Affairs, R.O.C. for approval to receive
                  those
                  goods at Customs and auction and freely handle those imported
                  goods.

              


      

      
        	
                2.

              	
                The
                  Authorized Person sincerely states that the declaration at Customs
                  made by
                  the Bank is deemed as the act of the Authorized Person with the
                  force of
                  constraint on the Authorized
                  Person.

              


      

       

       

      
        	The Authorized Person: Kid
                Castle Internet Technology Corporation	(Seal)



      Address
        :
        1F, 148, Jiang-guo Road, Hsindian City

      Date
        :
        Mar. 16, 2006

      


      


      
        	
                Manager/Assistant
                  Manager

              	
                Clerk
                  

              	
                Signature
                  Check

              
	 	 	 


      

      


      


      
        
           

        

        
          4

          
            

          

        

        
           

        

      

    

     

    

      
        	
                Promissory
                  note

              
	
                1. It
                  is approved that the promissory note of $30,000,000
                  NT
                  Dollars is paid to International Bank of Taipei on    .

                 

                2.
                   Destination
                  of payment :

                 

                3. The
                  interest of the loan shall be calculated at %
                  per annum starting from the issued date of the note. If the borrower
                  defaults to pay the interest and principal, 10% of the loan interest
                  as
                  penalty for in less than six months the reimbursement is made from
                  the
                  specified date, 20% of the loan interest as penalty for more than
                  six
                  months the reimbursement is made from the specified date.

                 

                If
                  the borrower defaults to pay the interest more than one year in
                  continuing
                  exhortation, the interest shall be added to the principal to be
                  collected
                  by the Bank.

                 

                4. This
                  promissory note is exempted from providing protest proof and the
                  Obligation of Notification on Article 89 of the Law of Bills and
                  Notes.

                 

                Drawer
                  : Kid Castle Internet Technology Corporation

                Address
                  : 1F, 148, Jiang-guo Road, Hsindian City

                 

                Drawer
                  : Pai Suang-Yi

                Address
                  :
                  1-3, Ally 80, Guan-yin Lane, Baisha Village, Huatan Township, Chang
                  Hwa
                  County

                 

                Drawer
                  :

                Address
                  :

                 

                Date
                  : March 16, 2006

              


      

      


      -----------------------------Please
        put a seal on the perforation--------------------------------------

      


      
        
           

        

        
          5

          
            

          

        

        
           

        

      

      Letter
        of
        Authority

      


      To
        :
        International Bank of Taipei

      


      The
        above
        Drawers concurrently issue the promissory note to the Bank as shown on the
        upper
        page and further authorize the Bank to automatically fill in the due date
        and
        interest rate on the promissory note according to agreed agreement(s) and
        relevant application policies to exercise the right of the note.

      


      Drawer
        :
        Kid Castle Internet Technology Corporation (seal)

      


      Drawer
        :Pai Suang-Yi (seal)

      


      Drawer
        :
        (seal)

      


      
        	
                Clerk
                  :

              	 
	
                Section
                  Chief :

              	 
	
                Assistant
                  Manager :

              	 
	
                Manager
                  :

              	 


      

      


      
        
           

        

        
          6

          
            

          

        

        
           

        

      

    

     

    

      LETTER
        OF
        UNDERTAKING

      


      To
        :
        International Bank of Taipei

      


      The
        Borrower Kid
        Castle Internet Technology Corporation hereby
        gives an undertaking to deposit money (including savings at present and in
        the
        future) into the Current Account : A/C No.       ,
        a
        specific account preparing for an offset to loan(s),
        at the
        Bank opened in the Borrower’s name for the Bank to put in pledge as guarantee of
        the Borrower’s loans. The Borrower further authorizes the Bank to directly
        transfer money either from the Borrower’s bank account to pay off the amount of
        the loans, including principal, interest, penalty, and relevant charges incurred
        from said loans, or to
        the
        Borrower’s bank account
        without
        the Borrower’s bankbook, seal, or deposit receipt required. The Borrower shall
        not withdraw money from the bank account without the written consent of the
        Bank.

      


      


      


      Borrower
        : Kid
        Castle Internet Technology Corporation 

      Business
        Unit No.: 70676630

      Address
        :
        1F, 148, Jiang-guo Road, Hsindian City

      Date
        :
        March 16, 2006

      


      


      
        	
                The
                  original authorized seal of specific
                  account preparing for an offset of loans

              	 
	
                Checked
                  by :

              	 
	
                Supervisor
                  :

              	 


      

      


      


      
        	
                Date
                  of authorization Termination

              	 	
                No.

              	 


      

      


      
        
           

        

        
          7

          
            

          

        

        
           

        

      

    

     

    

      Notification
        of
        Approved Loan

      


      


      To
        : Kid
        Castle Internet Technology Corporation

      


      The
        Bank
        is pleased to inform you that your loan
        application has been approved and the conditions for the amount of loan approved
        are set as follows:

      


      
        	
                Item

              	
                Amount

              	
                Loan
                  Conditions

              	
                Term
                  of Loan

              	
                Interest
                  Rate

              
	
                Middle-term
                  loan (single)

              	
                NT$15,000,000

              	
                3-year
                  installments paid by cheques, 30% of franchising fee should be
                  obtained as
                  preparation for loan repayment (the duration of cheque collection
                  may be
                  more than one year and above).

              	
                3
                  years

              	
                Base
                  Lending Rate of the Bank plus 2.29% (current : 6%)

              
	
                Total

              	
                NT$15,000,000

              	 	 
	
                Remark

              	 


      

      


      


      International
        Bank of Taipei, Jingmei Corporate Banking Center

      Date
        :
        Jan. 28, 2005

       

      
        
           

        

        
          8