FUHWA
      BANK

    


    ACKNOWLEDGEMENT
      OF INDEBTEDNESS 

    FOR
      A 

    LOAN
      EXTENSION 

    (USED
      FOR DEMAND LOAN)

    


    Customer
      Number: 11589

    


    This
      Acknowledgement of Indebtedness (“I.O.U.”) is executed by Kidcastle Internet
      Technology Co. Ltd. (the “Borrower”) for a loan extended by Fuhwa Bank
      (including its headquarter and all branches) (the “Bank”). The Borrower invites
      the joint and several guarantor(s) to provide a guarantee to jointly and
      severally guarantee the Borrower’s performance of the obligations under the
      I.O.U. and agrees to the following terms and conditions: 

    


    【GENERAL
      TERMS AND CONDITIONS】

    


    ARTICLE
      1:

    


    The
      amount of credit extended is: NT$10,000,000
      (the “Loan”)

    


    ARTICLE
      2:

    


    The
      Loan
      is deemed to have been received by the Borrower when the Loan is remitted to
      the
      account that the Borrower has opened in the Bank or is transferred to be used
      for the purpose designated by the Borrower.

    


    ARTICLE
      3:

    


    This
      Loan
      can be drawdown by different tranches on a revolving basis. Each revolving
      period and repayment methods are as follow:

    


    
      	1.	
              The
                revolving period shall commence from August 5, 2005 and end on August
                4,
                2006.

            


    

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    
      	2.	
              Within
                the agreed period, the Loan shall be drawn down by Borrower’s submission
                of the drawdown requests within the agreed amount. The term of each
                tranche that has been drawdown shall not exceed 6 months. The Borrower
                shall repay the fund of each tranche within the above
                period.

            


    

    


    ARTICLE
      4:

    


    The
      Borrower and the joint and several guarantor(s) shall be jointly and severally
      responsible for repaying all the funds that the Borrower has borrowed from
      the
      Bank within the period provided hereunder in accordance with the terms and
      conditions herein, although the day for repaying such funds is after such
      period.

    


    ARTICLE
      5:

    


    
      	1.	
              The
                interests incurred from the borrowed funds shall be paid on a monthly
                basis. The interests shall be calculated in accordance with Item
                (4),
                below:

            


    

    


    
      	
            	(1)	
              The
                interest rate incurred for the Loan is calculated at the annual interest
                rate of % (which is determined according to the base rate for a loan
                extension at the time when the agreement of credit extension is executed
                plus a markup of annual rate of %) The interests for the newly borrowed
                fund shall be determined according to the base interest rate available
                at
                the time when the new fund is borrowed plus a standard markup rate.
                Thereafter, when the Bank adjusts the base interest rate, the interest
                rate shall be calculated according to the adjusted base rate plus
                a markup
                of the annual floating interest rate. The markup of the annual interest
                rate shall, after the execution of the agreement for credit extension,
                be
                adjusted every three months in accordance with the Bank’s then current
                “Guidelines Governing the Markup of Base Interest Rate for Credit
                Extension.”

            


    

    


    If
      the
      Bank’s base interest rate for the credit extension and/or the Guidelines
      Governing the Markup of Base Interest Rate for Credit Extension as provided
      in
      the preceding paragraph are adjusted and/or revised after the execution of
      the
      agreement for credit extension, the Borrower agrees that the Bank may publicize
      such adjusted and revised base interest rate for the credit extension and/or
      the
      Guidelines Governing the Markup of Base Interest rate for Credit Extension
      in
      its place of business and to be bound thereby.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    
      	
            	(2)	
              The
                interest rate for each tranche of the loan shall be determined by
                negotiations between the Borrower and the Bank at the time of borrowing
                and be calculated and paid at the agreed fixed interest rate. If
                the
                Borrower fails to repay the principal and pay for the interests according
                to the agreed terms, commencing from the day of the delay, the interest
                rate shall be calculated and paid by adding 2.5% of annual rate to
                the
                base rate applied by the Bank.

            


    

    


    
      	
            	(3)	
              The
                interest rate incurred for the Loan is calculated according to the
                applicable base rate for a loan extension at the time of borrowing
                ( %)
                plus a markup of annual rate of % (i.e. %). The interests for the
                newly
                borrowed fund shall be determined according to the base interest
                rate
                available at the time when the new fund is borrowed plus a markup
                rate.
                Thereafter, when the Bank adjusts the base interest rate, the interest
                rate shall be calculated according to the adjusted base rate plus
                a markup
                of the annual floating interest
                rate.

            


    

    


    The
      above
      base interest rate applied by the Bank is the average fixed interest rate (the
      exact figure shall be based upon the announcement of the Central Bank of China)
      of the interest rates applied to “One-year Term Time Deposit” by 10 domestic
      banks + a fixed rate (risk discount of the Bank + administrative cost).


    


    If
      the
      composition of the base interest rate provided in the preceding paragraph is
      adjusted or revised after the execution of the agreement for credit extension,
      the Borrower and the joint and several guarantor(s) agree that the Bank may
      announce the adjusted and/or revised details in its place of business and to
      be
      bound thereby.

    


    Explanation:

    


    
      	 	
              (i)

            	
              The
                reference banks for the average fixed interest rate of the interest
                rates
                applied to “One-year Term Time Deposit” include: The Bank of Taiwan,
                Taiwan Cooperative Bank, The Land Bank, The First Bank, Chang Hwa
                Bank,
                Hua Nan Bank, Taiwan Business Bank, Cathay United Bank, The International
                Commercial Bank of China and Taipei
                Bank.

            


    

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    
      	 	
              (ii)

            	
              The
                periods of sampling, interest rate adjustment dates and periods of
                application are as below:

            


    

    


    
      	
              Period
                of sampling

            	
              Interest
                rate adjustment date

            	
              Period
                of application

            
	
              2/16
                -
                2/22

            	
              2/23

            	
              2/24
                - 5/23

            
	
              5/16
                -
                5/22

            	
              5/23

            	
              5/24
                - 8/23

            
	
              8/16
                -
                8/22

            	
              8/23

            	
              8/24
                - 11/23

            
	
              11/16
                -
                11/22

            	
              11/23

            	
              11/24
                - 2/23

            


    

    


    
      	
            	Note:	
              (A)
                The data shall be based upon the data announced by the Central Bank
                of
                China at 11:30 AM of that current day. (B) Indexes shall only allow
                two
                numbers after the decimal point. The third number after the decimal
                point,
                if it is bigger than or equal to 5, shall be rounded up, and if it
                is
                smaller than or equal to 4, shall be rounded
                down.

            


    

    


    
      	 	
              (iii)

            	
              At
                present, the average fixed interest rate of the interest rates applied
                by
                10 domestic banks to “One-year Term Time Deposit” is
                %.

            


    

    


    
      	 	
              (iv)

            	
              Under
                the following circumstances, the Borrower and the joint and several
                guarantor(s) agree that the Bank has the absolute right and at its
                sole
                discretion to change the reference banks providing the composition
                of the
                indexes for the base interest rate and separately designate another
                domestic bank to substitute:

            


    

    


    
      	
            	(A)	
              The
                reference bank merges with other bank, is merged into other bank,
                is
                extinguished, suspends the business, closes the business, is re-organized;
                or any event under Article 62 of the Banking Law, which includes:
                being
                ordered to suspend the business, being put under custody, being effected
                a
                mandatory takeover, etc. occurs to the reference
                bank.

            


    

    


    
      	
            	(B)	
              The
                short-term credit rating of the reference bank is lower than Taiwan
                ratings. 

            


    

    


    
      	
            	(C)	
              The
                reference bank ceases selling one-year-term time deposit
                products.

            


    

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    (4) The
      interests are collected based on a flexible rate calculated according to the
      following formula: The index of the time deposit of the Bank õ
      7.29û
      (i.e.
      the annual interest rate of 5 û). 

     

    ARTICLE
      6:

    


    If
      the
      Borrower fails to repay the principal and the interests according to the I.O.U.,
      the Borrower agrees to pay for the delay interest rate calculated according
      to
      the interest rate applicable to this Loan for the delayed principal amount.
      The
      Borrower further agrees to pay for penalties calculated according to the
      following formula for the delayed payment for the principal and the interests:
      The penalty for the delayed payment for the principal shall be calculated from
      the maturity date and that for the delayed payment of the interests shall be
      calculated from the interests payment day at the, at the rate of 10 % of the
      interest rate for this Loan for the delay period within six months and at the
      rate of 20% of the interest rate for this Loan for the delay period above six
      months.

    


    ARTICLE
      7:

    


    The
      purpose of use of this Loan shall be limited to .

    


    ARTICLE
      8:

    


    In
      order
      to perform the obligations owed to the Bank, the Borrower and the joint and
      several guarantor(s) agree to authorize the Bank from time to time and at the
      Bank’s sole discretion to deduct from the demand accounts opened by the Borrower
      and/or the joint and several guarantor(s) in their names (account number: )
      any
      amount at the time of maturity or the time of advancement to pay for the
      principal, interests, default interests, penalty advances and other expenses
      (including the insurance premium for the collaterals), without the necessary
      to
      present the passbook and the withdrawal slip.

    


    ARTICLE
      9:

    


    The
      term
“obligation” or “all obligations” referred to hereunder shall mean the loan,
      instruments, advances, guarantee, overdraft and other obligations, including
      but
      not limited to interests, default interests, penalty, compensation of damages,
      the insurance premium, expenses for executing mortgages, expenses to obtain
      an
      enforcement title and other related expenses. 

    


    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    ARTICLE
      10:

    


    The
      Borrower, the joint and several guarantor(s) and the provider of the collaterals
      agree that the Joint Credit Information Center and its member financial
      institutions, Clearing Houses, Small and Medium Business Credit Guarantee Fund,
      National Credit Card Center, Financial Information Service Co., Ltd., the
      assignees/transferees of the Bank’s obligations/rights hereunder and the
      participants (or the entity which plans to be assigned/transferred) in the
      Loan,
      the person auditing the appraisal of the value of the debts or any agent
      appointed by the Bank to handle the outsourced work, or other domestic or
      overseas institutions handling financial affairs (including SWIFT) and other
      relevant institutions corresponding with the Bank, may collect, proceed with
      computer processing on, conduct international transmission of, use and provide
      to each other the following information and data of the Borrower, joint and
      several guarantor(s) and provider of the collaterals:

    


    Credit
      reports, credit extension data (including overdue, collection and bad debts
      records), deposits data, financial data, collaterals and other movables or
      real
      property information, credit information regarding the instruments, credit
      cards
      (including IC Cards and magnetic cards)credit card information, credit
      information in the credit card merchants and other personal information relating
      to the credit extension or transactions.

    


    The
      computer processing of such data and information and the period of the use
      in
      relevant institutions shall be the approved period of preservation for such
      files and data which relevant institutions applied with the competent
      authorities for registration.

    


    The
      Borrower agrees that the Bank may from time to time monitor the Borrower’s use
      of the Loan extended to the Borrower and the business and financial status
      of
      the Borrower, examine/custody the collaterals, examine relevant accounts and
      books, statements (including the consolidated financial statements of the
      affiliates), check and review certificates, slips and documents. When the Bank
      deems necessary, the Bank may request the Borrower to fill out the requested
      information and deliver the requested data and information to the bank on a
      regular basis, or provide to the Bank the financial statements audited by the
      CPA approved by the Bank and request such CPA to provide relevant drafts of
      his/her work. If the Bank considers that the financial statements or other
      documents delivered by the Borrower are false, as soon as receiving the notice
      from the Bank, such will be deemed as a default by the Borrower; provided,
      however, the Bank does not have the obligation to monitor, audit, examine,
      custody and check such statements and documents. If the Bank considers that
      the
      Borrower’s financial structure should be improved, the Bank may demand the
      Borrower to take actions to improve its financial structure. The Borrower shall
      comply with such demand to improve.

    


    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    ARTICLE
      11:

    


    Any
      individual/entity holding the receipt or custody certificate issued by the
      Bank
      or the Borrower’s chop or the receipt documents signed by the Borrower goes to
      the Bank to request for returning or replacing the collaterals and the documents
      related thereto shall be deemed as the agent of the Borrower. The Bank may
      approve to return or replace.

    


    ARTICLE
      12:

    


    If
      the
      obligations hereunder are covered by the collaterals obtained from the extension
      of this Loan or from other credit extensions, except for complying with the
      terms and conditions set forth in the respective collaterals agreements, the
      Borrower shall comply with the following provisions:

    


    
      	1.	
              For
                the collaterals which are insurable, the Borrower and the provider
                of such
                collaterals shall in each year procure appropriate fire insurance
                (including earthquake insurance) or other insurance coverage required
                by
                the Bank for the collaterals form the insurance company for the period
                starting from the commencement of the term of the Loan and ending
                on the
                day that the Loan is repaid. In such insurances, the Borrower shall
                include the Bank as the mortgagee to apply with the insurance company
                to
                add special terms and conditions for the mortgage. The insured amount
                and
                the terms and conditions of the insurance policies shall be approved
                by
                the Bank. The Borrower and the collaterals provider shall be jointly
                and
                severally responsible for paying the insurance premium and other
                related
                costs. The original copy of the insurance policy and the photocopy
                of the
                receipt for the insurance premium shall be kept by the Bank. If the
                Borrower and the collaterals provider forget to procure the insurance
                or
                renew the insurance, the Bank may use this I.O.U. as an authorization
                letter to procure/renew the insurance on their behalf. If the Bank
                has
                advanced the insurance premium, the Borrower and the collaterals
                provider
                shall repay the advanced fund immediately. If the Borrower and the
                collaterals provider fail to repay the advanced fund immediately,
                the Bank
                may add such advanced fund into the mount owed by the Borrower and
                collect
                interests incurred thereon according to the interest rate provided
                hereunder. However, the Bank does not have the obligation to procure
                or
                renew he insurance policy or pay for the insurance premium. If
                unfortunately the insured collaterals are damages, lost or destroyed
                and
                the insurance company refuses or delays to pay for the compensation
                for
                the damages which the insurance company is required to pay for whatever
                reasons, the Bank may set a certain period of time to request the
                Borrower
                to provide a security approved by the Bank having the value equal
                to the
                reduced value of such collaterals within such time period. If the
                Borrower
                fails to provide such a security within the set time period, the
                Bank is
                entitled to request the Borrower to repay the debts
                immediately.

            


    

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    
      	2.	
              If
                the payment made by the Borrower or the payment made though automatic
                transfer from the Borrower’s account according to the agreement is
                insufficient to repay all of the overdue loan owed by the Borrower,
                the
                collaterals shall be used to set off against the various expenses
                (including the insurance premium for the collaterals advanced by
                the
                Bank), penalty, interests, delay interests and the principal in the
                same
                order.

            


    

    


    
      	3.	
              The
                Bank’s headquarter and all of its branches may share and exercise the
                rights over the collaterals provided by the Borrower and/or the
                collaterals provider hereunder, irrespective of whether their rights
                are
                created earlier or later, to obtain guarantee from such collaterals
                to
                secure the present debts (including those already occurred but not
                being
                repaid and not limited to the total amount of credit extension agreed
                hereunder) and future debts owed by the Borrower in the form of
                instruments, loans, advances, insurances and all other debts, together
                with the incurred interests, delay interests, penalties, damages
                and all
                of the expenses required for performing the obligations of the above
                debts.

            


    

    


    ARTICLE
      13:

    


    In
      case
      that any of the following events occurred to the Borrower or the joint and
      several guarantor(s), the Bank may from time to time reduce the extended credit
      amount or shorten the period of the credit extension without the necessity
      to
      send any prior notice or demand for a correction or remedial action in the
      first
      place:

    


    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    
      	
              1.

            	
              Failing
                to repay the principal for any indebtedness according to the
                agreement.

            


    

    


    
      	2.	
              The
                Borrower and/or the joint and several guarantor(s) file for reconciliation
                or is declared bankruptcy according to the Bankruptcy Act, apply
                for
                reorganization according to eh Company Law, are declared by the clearing
                houses to be a company/individual with which the transactions are
                rejected, suspend the business operation or proceed a debt
                arrangement..

            


    

    


    
      	3.	
              The
                Borrower and/or the joint and several guarantor(s) have the obligation
                to
                provide guarantees according to the original agreement, but fail
                to
                provide such guarantees.

            


    

    


    
      	4.	
              The
                Borrower and/or the joint and several guarantor(s) die and their
                heirs
                declare a limited inheritance or waive their rights to
                inherit.

            


    

    


    
      	5.	
              The
                Borrower and/or the joint and several guarantor(s) are declared a
                confiscation of their major properties in criminal
                cases.

            


    

    


    ARTICLE
      14:

    


    In
      case
      that any of the following events occurred to the Borrower or the joint and
      several guarantor(s), after the Bank has given a notice or demand within a
      reasonable period, the Bank may reduce the extended credit amount or shorten
      the
      period of the credit extension or treat all of the loan as matured:

    


    
      	1.	
              The
                interests incurred on any debt are not
                paid.

            


    

    


    
      	2.	
              The
                collateral is foreclosed or the collateral is lost, or the value
                of which
                is reduced or is insufficient to secure the
                obligations.

            


    

    


    
      	3.	
              The
                actual use of the fund obtained from the loan extended by the Bank
                does
                not conform to the purpose of use selected by the
                Bank.

            


    

    


    
      	4.	
              The
                Borrower and/or the joint and several guarantor(s) are subject to
                compulsory execution, provisional attachment, provisional measures
                or
                other protecting measures, which has made the Bank to face a threat
                that
                the debt may not be repaid. 

            


    

    


    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    ARTICLE
      15:

    


    If
      the
      Bank transfers/assigns all or part of the rights claimable by the Bank according
      to the I.O.U. (including the rights to claim against the Borrower and the joint
      and several guarantor(s) to pay for the interests and the repay the loan),
      together with the mortgages and insurance benefits the Bank obtained according
      to the agreement, to a third party, it is the Bank or the transferee/assignee’s
      obligation to notify the Borrower. After the Borrower, the joint and several
      guarantor(s) and collaterals provider agreed to such transfer/assignment and
      the
      Bank or the transferee/assignee has notified the Borrower, if any changes of
      the
      mortgages registration or the beneficiary under the insurance contract are
      required due to such transfer/assignment, they shall cooperate to change the
      mortgages registration and/or the beneficiary without any objection.


    


    If
      such
      transfer/assignment is for securitizing the Bank’s financial assets or the
      transferee/assignee is an asset management company, the notice stated in the
      preceding paragraph can be replaced by public announcement.

    


    ARTICLE
      16:

    


    The
      Bank
      may exercise the rights of set-off against the various funds deposited by the
      Borrower and the joint and several guarantor(s) in the Bank (including the
      deposits in the checking accounts which have been suspended according to the
      agreement) and all the rights claimable against the Bank, whether or not such
      funds and/or rights have matured.

    


    The
      expression of intention to exercise the right of set-off as provided in the
      preceding paragraph shall become effective as soon as the Bank records such
      set-off and deduction on its books and accounts. In the meantime, the deposit
      slips, the passbook and other certificates shall, within the set-off amount,
      loose their effect.

    


    ARTICLE
      17:

    


    If
      the
      debt certificates evidencing the various debts owed by the Borrower and the
      joint and several guarantor(s) are lost, destroyed or damaged, unless the
      amounts stated on the Bank’s accounts and books, vouchers, computer generated
      certificates/slips, debt certificates and micro-copies of the correspondences
      are proved by the Borrower and the joint and several guarantor(s) to be
      erroneous and the Bank shall immediately correct such errors, the Borrower
      and
      the joint and several guarantor(s) shall admit the full amounts stated thereon
      and, when such amounts mature, immediately pay for various expenses incurred
      for
      such amounts, penalties and the principal and interests, or at the Bank’s
      request issue another debt certificates before the maturity to the Bank for
      the
      Bank’s safe-keeping.

    


    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    ARTICLE
      18:

    


    In
      the
      event that the Borrower changes its name, organization, contents of its articles
      of association, seal/chop, representative, scope of authority delegated to
      the
      representative, or the occurrence of any event which may affect the rights
      and
      interests of the Bank, the Borrower shall immediately notify the Bank in writing
      of such events and complete the procedures of change or cancel the seal/chop
      specimen kept in the Bank. 

    


    The
      Borrower and the joint and several guarantor(s) shall be responsible for the
      transactions conducted before sending the notice and completing the procedures
      as provided in the preceding paragraph and compensate the Bank for any damages
      it has suffered which were resulted thereof.

    


    ARTICLE
      19:

    


    In
      the
      event that the Borrower and the joint and several guarantor(s) change their
      addresses, Borrower and the joint and several guarantor(s) shall immediately
      notify the Bank. If Borrower and the joint and several guarantor(s) fail to
      send
      the above notice and the Bank sends relevant documents to the addresses provided
      hereunder or to the last addresses notified by the Borrower and the joint and
      several guarantor(s), such documents shall be deemed to have been served upon
      the Borrower and the joint and several guarantor(s) at the expiry of the
      traveling period normally required by the post office. 

    


    ARTICLE
      20:

    


    The
      requirements, effects and the formalities of the legal action for the creation
      of the debts incurred to the Borrower and the joint and several guarantor(s)
      based upon this I.O.U. shall be governed by the laws of the Republic of
      China.

    


    
      
         

      

      
        11

        
          

        

      

      
         

      

    

    ARTICLE
      21:

    


    The
      place
      for performing the obligation hereunder shall be the business place of the
      Bank.
      Any disputes arising out of or in connection with this I.O.U. shall be subject
      to the Taipei District Of Taiwan for the first instance; provided, however,
      if
      the law mandates a court to have exclusive jurisdiction over such dispute,
      such
      mandated exclusive jurisdiction shall prevail.

    


    ARTICLE
      22:

    Any
      matters not provided for in this I.O.U. shall be negotiated by the Borrower
      and
      the joint and several guarantor(s) with the Bank separately.

    


    【SPECIAL
      TERMS AND CONDITIONS】

    


    ARTICLE
      1:

    


    In
      the
      event that any amount deposited by the Borrower and the joint and several
      guarantor(s) in the Bank is attached or frozen by other person according to
      the
      law, the Bank may from time to time reduce the extended credit amount or shorten
      the period of the credit extension or deem all of the debts as matured, without
      the necessity to send any prior notice or demand for a correction or remedial
      action in the first place:

    


    
      	1.	
              The
                checks issued by the Borrower and the joint and several guarantor(s)
                are
                bounced due to insufficient fund deposit; or the checks prepared
                for
                making the payment as provided by them are rejected after being presented
                for payment.

            


    

    


    
      	2.	
              The
                debts owed by the Borrower and the joint and several guarantor(s)
                to other
                financial institutions are overdue and not
                paid.

            


    

    


    
      	3.	
              The
                occurrence of matters that are against the principles of good faith,
                such
                as there exist false statements or omission of statements in the
                financial
                statements or other data/documents delivered by the Borrower and
                the joint
                and several guarantor(s) to the
                Bank.

            


    

    


    
      	4.	
              The
                Borrower and the joint and several guarantor(s) fail to perform or
                violate
                the written agreements reached with the Bank or the
                promises.

            


    

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    
      	5.	
              The
                certificates, licenses or approvals required by relevant programs
                under
                the I.O.U. are suspended, canceled or revoked for certain
                reasons.

            


    

    


    
      	6.	
              The
                chattels over which the mortgages are created in favor of the Bank
                have
                been removed, sold, transferred or subject to other disposal
                measures.

            


    

    


    
      	7.	
              Failing
                to honor the promise made when entering into the contract to build
                the
                factory according to the promised speed.


            


    

    


    ARTICLE
      2:

    


    Unless
      the Bank agrees in writing, the Borrower and the collaterals provider shall
      not
      sell (or transfer, lease out or lend) the collaterals, or create any
      encumbrances over such collaterals or, if the collateral is an empty land),
      build any illegal buildings on the unoccupied land where the mortgage is
      created. In case of any violation of the above provisions, the Bank may set
      a
      certain time period to request the Borrower or the collaterals provider to
      provide another collateral of the same value approved by the Bank or request
      the
      Borrower to settle the debts within the set time period and compensate all
      of
      the damages suffered by the Bank as a result.

    


    ARTICLE
      3:

    


    Before
      the Borrower repays all of the debts incurred hereon, if the Bank based upon
      the
      Borrower’s request considers there is a need to extend the repayment schedule or
      allow the debts to be repaid by installments, the Bank shall immediately notify
      the joint and several guarantor(s) in writing. The joint and several
      guarantor(s) agree to continue to bear the joint and several guarantee liability
      when the written notice from the Bank has arrived or is deemed to have been
      served upon such joint and several guarantor(s). 

    


    ARTICLE
      4:

    


    The
      Bank
      is authorized to apply with the tax offices to check the tax information and
      properties of the Borrower and the joint and several guarantor(s), if any events
      provided in Article hereof has occurred to them.

    


    
      
         

      

      
        13

        
          

        

      

      
         

      

    

    ARTICLE
      5:

    


    The
      Bank
      and the joint and several guarantor(s) agree that the Bank may outsource the
      work to collect the debts owed by them to the bank to a third
      party.

    


    ARTICLE
      6:

    


    If
      the
      Bank and the joint and several guarantor(s) fail to provide sufficient
      collaterals for the credit extension for this Loan, the property the information
      of which had been provided by the Bank and/or the joint and several guarantor(s)
      to the Bank for documentary review before applying for the credit extension
      shall not be used to create a trust.

    


    ARTICLE
      7:

    


    The
      scope
      and amounts of the debts guaranteed by the collaterals which are provided by
      the
      collaterals provider to the Bank to create mortgages, together with the period
      of the mortgages, shall not be affected by the transfer of the collaterals
      pursuant to a trust.

    


    ARTICLE
      8:

    


    The
      joint
      and several guarantor(s) shall be responsible for repaying all the debts owed
      by
      the Borrower hereunder jointly and severally with the Borrower. Each joint
      and
      several guarantor(s) shall also be individually repaying all the debts owed
      by
      the Borrower hereunder. The joint and several guarantor(s) further agree to
      the
      following:

    


    
      	1.	
              The
                Bank is entitled to claim against the joint and several guarantor(s)
                for
                repayment of the debts before seeking to be paid from the
                collaterals.

            


    

    


    
      	2.	
              After
                the joint and several guarantor(s) repaid the debts for the Borrower
                and
                request the Bank to transfer the collaterals according to applicable
                laws,
                the joint and several guarantor(s) shall not raise any objection
                to
                contend that the rights to the collaterals are
                defective.

            


    

    


    
      	3.	
              The
                guarantor(s) shall be jointly and severally responsible for repaying
                all
                of the debts owed by the Borrower hereunder. Such responsibility
                shall not
                be affected by the fact that the Bank releases any or several joint
                and
                several guarantor(s)’ liabilities or agree to replace any or several joint
                and several guarantor(s) with others. Also, such responsibility shall
                not
                be discharged by the fact that the instruments, notes or other relevant
                documents and certificates issued by the Borrower hereunder have
                not been
                signed by the guarantor(s).

            


    

    


    
      
         

      

      
        14

        
          

        

      

      
         

      

    

    The
      Borrower, the joint and several guarantor(s) and the provider of the collaterals
      hereby declare that the Article of the above SPECIAL TERMS AND CONDITIONS has
      been reviewed article by article and stamp their chops as below: 

    


    


    Borrower:

    


    Kidcastle
      Internet Technology Co. Ltd.

    Responsible
      Person: Wang, Kuo An

    Joint
      and
      several guarantor(s): Wang, Kuo An

    Joint
      and
      several guarantor(s): Chiu, Yu En

    Joint
      and
      several guarantor(s):

    Provider
      of the collaterals: Wang, Kuo An

    


    TO:
      FUHWA
      BANK:

    


    The
      Borrower, the joint and several guarantor(s) and the provider of the collaterals
      hereby represent that they have reviewed all of the terms and conditions
      contained in this I.O.U. within a reasonable period of time, have fully
      understood its contents and agree to execute this I.O.U. as below.

    


    Borrower:
      Kidcastle Internet Technology Co. Ltd.

    Responsible
      person: Wang, Kuo An

    Address:
      1st Fl., 148, Chien Kuo Rd., Hsin Dian City

    


    
      
         

      

      
        15

        
          

        

      

      
         

      

    

    Joint
      and
      several guarantor(s): Wang, Kuo An

    Address:
      2nd
      Fl.,
      299, Si Yuan Rd., 10 Lin, Chung Shan Borough, Hsin Dian City, Taipei County
      

    


    Joint
      and
      several guarantor(s): Chiu, Yu En

    Address:
      No. 71, Nan Chang Rd., Section 1, Long Fu Borough, Chung Shan District,
      Taipei

    


    Joint
      and
      several guarantor(s):

    Address:

    


    Joint
      and
      several guarantor(s):

    Address:

    


    Date: August
      5,
      2005

     

    
      
         

      

      
        16

        
          

        

      

      
         

      

    

    


    FUHWA
      BANK

    


    ACKNOWLEDGEMENT
      OF INDEBTEDNESS 

    FOR
      A 

    LOAN
      EXTENSION 

    (USED
      FOR FIXED-TERM LOAN)

    


    Customer
      Number: 11589

    


    This
      Acknowledgement of Indebtedness (“I.O.U.”) is executed by Kidcastle Internet
      Technology Co. Ltd. (the “Borrower”) for a loan extended by Fuhwa Bank
      (including its headquarter and all branches) (the “Bank”). The Borrower invites
      the joint and several guarantor(s)(s) to provide a guarantee to jointly and
      severally guarantee the Borrower’s performance of the obligations under the
      I.O.U. and agrees to the following terms and conditions: 

    


    【GENERAL
      TERMS AND CONDITIONS】

    


    ARTICLE
      1:

    


    The
      amount of the credit extended is: NT$7,000,000
      (the “Loan”)

    


    ARTICLE
      2:

    


    The
      term
      of the Loan is provided and the methods of repayment shall be made in accordance
      with Section of this Article:

    


    
      	1.	
              The
                term of the Loan is years, commencing from ______ to __________.
                After the
                borrowing, the interest incurred on the Loan shall be paid by monthly.
                The
                total principal shall be repaid at the
                maturity.

            


    

    


    
      	2.	
              The
                term of the Loan is years, commencing from ______ to __________.
                After the
                borrowing, the principal shall be divided into installments. The
                first
                installment starts from _______. Thereafter, every month(s) is counted
                as
                one installment. The principal shall be repaid according to the
                installments. Interests shall be paid by
                monthly.

            


    

     

    
      
         

      

      
        17

        
          

        

      

      
         

      

    

     

    
      	3.	
              The
                term of the Loan is 5 years (0 months), commencing from August 10,
                2005 to
                August 10, 2008. After the borrowing, the Loan shall be divided into
                60
                installments and the principal and interests thereon be repaid on
                the
                10th
                day of each according to the annuity method.


            


    

    


    
      	4.	
              The
                term of the Loan is years, commencing from ______ to __________.
                After the
                borrowing, the first ____ years are the grace period and the interests
                shall be paid monthly. Commencing from the year, the Loan shall be
                divided
                into installments and the principal and interests thereon be repaid
                on the
                10th
                day of each according to the annuity method.


            


    

    


    ARTICLE
      3:

    


    
      	1.	
              The
                interests incurred from the borrowed funds shall be paid on a monthly
                basis. The interests shall be calculated in accordance with
                Item
                3,
                below:

            


    

    


    
      	
            	(1)	
              The
                interest rate incurred for the Loan is calculated at the annual interest
                rate of % (which is determined according to the base rate for a loan
                extension at the time when the agreement of credit extension is executed
                plus a markup of annual rate of %) The interests for the newly borrowed
                fund shall be determined according to the base interest rate available
                at
                the time when the new fund is borrowed plus a standard markup rate.
                Thereafter, when the Bank adjusts the base interest rate, the interest
                rate shall be calculated according to the adjusted base rate plus
                a markup
                of the annual floating interest rate. The markup of the annual interest
                rate shall, after the execution of the agreement for credit extension,
                be
                adjusted every three months in accordance with the Bank’s then current
                “Guidelines Governing the Markup of Base Interest Rate for Credit
                Extension.”

            


    

    


    If
      the
      Bank’s base interest rate for the credit extension and/or the Guidelines
      Governing the Markup of Base Interest Rate for Credit Extension as provided
      in
      the preceding paragraph are adjusted and/or revised after the execution of
      the
      agreement for credit extension, the Borrower agrees that the Bank may publicize
      such adjusted and revised base interest rate for the credit extension and/or
      the
      Guidelines Governing the Markup of Base Interest rate for Credit Extension
      in
      its place of business and to be bound thereby.

    


    
      
         

      

      
        18

        
          

        

      

      
         

      

    

    
      	
            	(2)	
              The
                interest rate for each tranche of the loan shall be determined by
                negotiations between the Borrower and the Bank at the time of borrowing
                and be calculated and paid at the agreed fixed interest rate. If
                the
                Borrower fails to repay the principal and pay for the interests according
                to the agreed terms, commencing from the day of the delay, the interest
                rate shall be calculated and paid by adding 2.5% of annual rate to
                the
                base rate applied by the Bank.

            


    

    


    
      	
            	(3)	
              The
                interest rate incurred for the Loan is calculated according to the
                applicable base rate for a loan extension at the time of borrowing
                ( %)
                plus a markup of annual rate of % (i.e. %). The interests for the
                newly
                borrowed fund shall be determined according to the base interest
                rate
                available at the time when the new fund is borrowed plus a markup
                rate.
                Thereafter, when the Bank adjusts the base interest rate, the interest
                rate shall be calculated according to the adjusted base rate plus
                a markup
                of the annual floating interest
                rate.

            


    

    


    The
      above
      base interest rate applied by the Bank is the average fixed interest rate (the
      exact figure shall be based upon the announcement of the Central Bank of China)
      of the interest rates applied to “One-year Term Time Deposit” by 10 domestic
      banks + a fixed rate (risk discount of the Bank + administrative cost).


    


    If
      the
      composition of the base interest rate provided in the preceding paragraph is
      adjusted or revised after the execution of the agreement for credit extension,
      the Borrower and the joint and several guarantor(s) agree that the Bank may
      announce the adjusted and/or revised details in its place of business and to
      be
      bound thereby.

    


    Explanation:

    


    
      	 	
              (i)

            	
              The
                reference banks for the average fixed interest rate of the interest
                rates
                applied to “One-year Term Time Deposit” include: The Bank of Taiwan,
                Taiwan Cooperative Bank, The Land Bank, The First Bank, Chang Hwa
                Bank,
                Hua Nan Bank, Taiwan Business Bank, Cathay United Bank, The International
                Commercial Bank of China and Taipei
                Bank.

            


    

     

    
      
         

      

      
        19

        
          

        

      

      
         

      

    

     

    
      	 	
              (ii)

            	
              The
                periods of sampling, interest rate adjustment dates and periods of
                application are as below:

            


    

    


    
      	
              Period
                of sampling

            	
              Interest
                rate adjustment date

            	
              Period
                of application

            
	
              2/16
                -
                2/22

            	
              2/23

            	
              2/24
                - 5/23

            
	
              5/16
                -
                5/22

            	
              5/23

            	
              5/24
                - 8/23

            
	
              8/16
                -
                8/22

            	
              8/23

            	
              8/24
                - 11/23

            
	
              11/16
                -
                11/22

            	
              11/23

            	
              11/24
                - 2/23

            


    

    


    
      	
            	Note:	
              (A)
                The data shall be based upon the data announced by the Central Bank
                of
                China at 11:30 AM of that current day. (B) Indexes shall only allow
                two
                numbers after the decimal point. The third number after the decimal
                point,
                if it is bigger than or equal to 5, shall be rounded up, and if it
                is
                smaller than or equal to 4, shall be rounded
                down.

            


    

    


    
      	 	
              (iii)

            	
              At
                present, the average fixed interest rate of the interest rates applied
                by
                10 domestic banks to “One-year Term Time Deposit” is
                %.

            


    

    


    
      	 	
              (iv)

            	
              Under
                the following circumstances, the Borrower and the joint and several
                guarantor(s) agree that the Bank has the absolute right and at its
                sole
                discretion to change the reference banks providing the composition
                of the
                indexes for the base interest rate and separately designate another
                domestic bank to substitute:

            


    

    


    
      	
            	(A)	
              The
                reference bank merges with other bank, is merged into other bank,
                is
                extinguished, suspends the business, closes the business, is re-organized;
                or any event under Article 62 of the Banking Law, which includes:
                being
                ordered to suspend the business, being put under custody, being effected
                a
                mandatory takeover, etc. occurs to the reference
                bank.

            


    

    


    
      	
            	(B)	
              The
                short-term credit rating of the reference bank is lower than Taiwan
                ratings. 

            


    

    


    
      	
            	(C)	
              The
                reference bank ceases selling one-year-term time deposit products.
                

            


    

    


    
      
         

      

      
        20

        
          

        

      

      
         

      

    

    (4) The
      interests are collected based on a flexible rate calculated according to the
      following formula: The index of the time deposit of the Bank õ
      7.29û
      (i.e.
      the annual interest rate of 5û). 

     

    ARTICLE
      4:

    


    If
      the
      Borrower fails to repay the principal and the interests according to the I.O.U.,
      the Borrower agrees to pay for the delay interest rate calculated according
      to
      the interest rate applicable to this Loan for the delayed principal amount.
      The
      Borrower further agrees to pay for penalties calculated according to the
      following formula for the delayed payment for the principal and the interests:
      The penalty for the delayed payment for the principal shall be calculated from
      the maturity date and that for the delayed payment of the interests shall be
      calculated from the interests payment day at the, at the rate of 10 % of the
      interest rate for this Loan for the delay period within six months and at the
      rate of 20% of the interest rate for this Loan for the delay period above six
      months.

    


    ARTICLE
      5:

    


    The
      purpose of use of this Loan shall be limited to .

    


    ARTICLE
      6:

    


    In
      order
      to perform the obligations owed to the Bank, the Borrower and the joint and
      several guarantor(s) agree to authorize the Bank from time to time and at the
      Bank’s sole discretion to deduct from the demand accounts opened by the Borrower
      and/or the joint and several guarantor(s) in their names (account number: )
      any
      amount at the time of maturity or the time of advancement to pay for the
      principal, interests, default interests, penalty advances and other expenses
      (including the insurance premium for the collaterals), without the necessary
      to
      present the passbook and the withdrawal slip.

    


    
      
         

      

      
        21

        
          

        

      

      
         

      

    

    ARTICLE
      7:

    


    The
      term
“obligation” or “all obligations” referred to hereunder shall mean the loan,
      instruments, advances, guarantee, overdraft and other obligations, including
      but
      not limited to interests, default interests, penalty, compensation of damages,
      the insurance premium, expenses for executing mortgages, expenses to obtain
      an
      enforcement title and other related expenses. 

    


    ARTICLE
      8:

    


    The
      Borrower, the joint and several guarantor(s) and the provider of the collaterals
      agree that the Joint Credit Information Center and its member financial
      institutions, Clearing Houses, Small and Medium Business Credit Guarantee Fund,
      National Credit Card Center, Financial Information Service Co., Ltd., the
      assignees/transferees of the Bank’s obligations/rights hereunder and the
      participants (or the entity which plans to be assigned/transferred) in the
      Loan,
      the person auditing the appraisal of the value of the debts or any agent
      appointed by the Bank to handle the outsourced work, or other domestic or
      overseas institutions handling financial affairs (including SWIFT) and other
      relevant institutions corresponding with the Bank, may collect, proceed with
      computer processing on, conduct international transmission of, use and provide
      to each other the following information and data of the Borrower, joint and
      several guarantor(s) and provider of the collaterals:

    


    Credit
      reports, credit extension data (including overdue, collection and bad debts
      records), deposits data, financial data, collaterals and other movables or
      real
      property information, credit information regarding the instruments, credit
      cards
      (including IC Cards and magnetic cards)credit card information, credit
      information in the credit card merchants and other personal information relating
      to the credit extension or transactions.

    


    The
      computer processing of such data and information and the period of the use
      in
      relevant institutions shall be the approved period of preservation for such
      files and data which relevant institutions applied with the competent
      authorities for registration.

    


    The
      Borrower agrees that the Bank may from time to time monitor the Borrower’s use
      of the Loan extended to the Borrower and the business and financial status
      of
      the Borrower, examine/custody the collaterals, examine relevant accounts and
      books, statements (including the consolidated financial statements of the
      affiliates), check and review certificates, slips and documents. When the Bank
      deems necessary, the Bank may request the Borrower to fill out the requested
      information and deliver the requested data and information to the bank on a
      regular basis, or provide to the Bank the financial statements audited by the
      CPA approved by the Bank and request such CPA to provide relevant drafts of
      his/her work. If the Bank considers that the financial statements or other
      documents delivered by the Borrower are false, as soon as receiving the notice
      from the Bank, such will be deemed as a default by the Borrower; provided,
      however, the Bank does not have the obligation to monitor, audit, examine,
      custody and check such statements and documents. If the Bank considers that
      the
      Borrower’s financial structure should be improved, the Bank may demand the
      Borrower to take actions to improve its financial structure. The Borrower shall
      comply with such demand to improve.

    


    
      
         

      

      
        22

        
          

        

      

      
         

      

    

    ARTICLE
      9:

    


    Any
      individual/entity holding the receipt or custody certificate issued by the
      Bank
      or the Borrower’s chop or the receipt documents signed by the Borrower goes to
      the Bank to request for returning or replacing the collaterals and the documents
      related thereto shall be deemed as the agent of the Borrower. The Bank may
      approve to return or replace.

    


    ARTICLE
      10:

    


    If
      the
      obligations hereunder are covered by the collaterals obtained from the extension
      of this Loan or from other credit extensions, except for complying with the
      terms and conditions set forth in the respective collaterals agreements, the
      Borrower shall comply with the following provisions:

    


    
      	1.	
              For
                the collaterals which are insurable, the Borrower and the provider
                of such
                collaterals shall in each year procure appropriate fire insurance
                (including earthquake insurance) or other insurance coverage required
                by
                the Bank for the collaterals form the insurance company for the period
                starting from the commencement of the term of the Loan and ending
                on the
                day that the Loan is repaid. In such insurances, the Borrower shall
                include the Bank as the mortgagee to apply with the insurance company
                to
                add special terms and conditions for the mortgage. The insured amount
                and
                the terms and conditions of the insurance policies shall be approved
                by
                the Bank. The Borrower and the collaterals provider shall be jointly
                and
                severally responsible for paying the insurance premium and other
                related
                costs. The original copy of the insurance policy and the photocopy
                of the
                receipt for the insurance premium shall be kept by the Bank. If the
                Borrower and the collaterals provider forget to procure the insurance
                or
                renew the insurance, the Bank may use this I.O.U. as an authorization
                letter to procure/renew the insurance on their behalf. If the Bank
                has
                advanced the insurance premium, the Borrower and the collaterals
                provider
                shall repay the advanced fund immediately. If the Borrower and the
                collaterals provider fail to repay the advanced fund immediately,
                the Bank
                may add such advanced fund into the mount owed by the Borrower and
                collect
                interests incurred thereon according to the interest rate provided
                hereunder. However, the Bank does not have the obligation to procure
                or
                renew he insurance policy or pay for the insurance premium. If
                unfortunately the insured collaterals are damages, lost or destroyed
                and
                the insurance company refuses or delays to pay for the compensation
                for
                the damages which the insurance company is required to pay for whatever
                reasons, the Bank may set a certain period of time to request the
                Borrower
                to provide a security approved by the Bank having the value equal
                to the
                reduced value of such collaterals within such time period. If the
                Borrower
                fails to provide such a security within the set time period, the
                Bank is
                entitled to request the Borrower to repay the debts
                immediately.

            


    

     

    
      
         

      

      
        23

        
          

        

      

      
         

      

    

    
 

    
      	2.	
              If
                the payment made by the Borrower or the payment made though automatic
                transfer from the Borrower’s account according to the agreement is
                insufficient to repay all of the overdue loan owed by the Borrower,
                the
                collaterals shall be used to set off against the various expenses
                (including the insurance premium for the collaterals advanced by
                the
                Bank), penalty, interests, delay interests and the principal in the
                same
                order.

            


    

    


    
      	3.	
              The
                Bank’s headquarter and all of its branches may share and exercise the
                rights over the collaterals provided by the Borrower and/or the
                collaterals provider hereunder, irrespective of whether their rights
                are
                created earlier or later, to obtain guarantee from such collaterals
                to
                secure the present debts (including those already occurred but not
                being
                repaid and not limited to the total amount of credit extension agreed
                hereunder) and future debts owed by the Borrower in the form of
                instruments, loans, advances, insurances and all other debts, together
                with the incurred interests, delay interests, penalties, damages
                and all
                of the expenses required for performing the obligations of the above
                debts.

            


    

    


    ARTICLE
      11:

    


    In
      case
      that any of the following events occurred to the Borrower or the joint and
      several guarantor(s), the Bank may from time to time reduce the extended credit
      amount or shorten the period of the credit extension without the necessity
      to
      send any prior notice or demand for a correction or remedial action in the
      first
      place:

    


    
      	1.	
              Failing
                to repay the principal for any indebtedness according to the
                agreement.

            


    

    


    
      
         

      

      
        24

        
          

        

      

      
         

      

    

    
      	
              2.

            	
              The
                Borrower and/or the joint and several guarantor(s) file for reconciliation
                or is declared bankruptcy according to the Bankruptcy Act, apply
                for
                reorganization according to eh Company Law, are declared by the clearing
                houses to be a company/individual with which the transactions are
                rejected, suspend the business operation or proceed a debt
                arrangement..

            


    

    


    
      	3.	
              The
                Borrower and/or the joint and several guarantor(s) have the obligation
                to
                provide guarantees according to the original agreement, but fail
                to
                provide such guarantees.

            


    

    


    
      	4.	
              The
                Borrower and/or the joint and several guarantor(s) die and their
                heirs
                declare a limited inheritance or waive their rights to
                inherit.

            


    

    


    
      	5.	
              The
                Borrower and/or the joint and several guarantor(s) are declared a
                confiscation of their major properties in criminal
                cases.

            


    

    


    ARTICLE
      12:

    


    In
      case
      that any of the following events occurred to the Borrower or the joint and
      several guarantor(s), after the Bank has given a notice or demand within a
      reasonable period, the Bank may reduce the extended credit amount or shorten
      the
      period of the credit extension or treat all of the loan as matured:

    


    
      	1.	
              The
                interests incurred on any debt are not
                paid.

            


    

    


    
      	2.	
              The
                collateral is foreclosed or the collateral is lost, or the value
                of which
                is reduced or is insufficient to secure the
                obligations.

            


    

    


    
      	3.	
              The
                actual use of the fund obtained from the loan extended by the Bank
                does
                not conform to the purpose of use selected by the
                Bank.

            


    

    


    
      	4.	
              The
                Borrower and/or the joint and several guarantor(s) are subject to
                compulsory execution, provisional attachment, provisional measures
                or
                other protecting measures, which has made the Bank to face a threat
                that
                the debt may not be repaid. 

            


    

    


    
      
         

      

      
        25

        
          

        

      

      
         

      

    

    ARTICLE
      13:

    


    If
      the
      Bank transfers/assigns all or part of the rights claimable by the Bank according
      to the I.O.U. (including the rights to claim against the Borrower and the joint
      and several guarantor(s) to pay for the interests and the repay the loan),
      together with the mortgages and insurance benefits the Bank obtained according
      to the agreement, to a third party, it is the Bank or the transferee/assignee’s
      obligation to notify the Borrower. After the Borrower, the joint and several
      guarantor(s) and collaterals provider agreed to such transfer/assignment and
      the
      Bank or the transferee/assignee has notified the Borrower, if any changes of
      the
      mortgages registration or the beneficiary under the insurance contract are
      required due to such transfer/assignment, they shall cooperate to change the
      mortgages registration and/or the beneficiary without any objection.


    


    If
      such
      transfer/assignment is for securitizing the Bank’s financial assets or the
      transferee/assignee is an asset management company, the notice stated in the
      preceding paragraph can be replaced by public announcement.

    


    ARTICLE
      14:

    


    The
      Bank
      may exercise the rights of set-off against the various funds deposited by the
      Borrower and the joint and several guarantor(s) in the Bank (including the
      deposits in the checking accounts which have been suspended according to the
      agreement) and all the rights claimable against the Bank, whether or not such
      funds and/or rights have matured.

    


    The
      expression of intention to exercise the right of set-off as provided in the
      preceding paragraph shall become effective as soon as the Bank records such
      set-off and deduction on its books and accounts. In the meantime, the deposit
      slips, the passbook and other certificates shall, within the set-off amount,
      loose their effect.

    


    ARTICLE
      15:

    


    If
      the
      debt certificates evidencing the various debts owed by the Borrower and the
      joint and several guarantor(s) are lost, destroyed or damaged, unless the
      amounts stated on the Bank’s accounts and books, vouchers, computer generated
      certificates/slips, debt certificates and micro-copies of the correspondences
      are proved by the Borrower and the joint and several guarantor(s) to be
      erroneous and the Bank shall immediately correct such errors, the Borrower
      and
      the joint and several guarantor(s) shall admit the full amounts stated thereon
      and, when such amounts mature, immediately pay for various expenses incurred
      for
      such amounts, penalties and the principal and interests, or at the Bank’s
      request issue another debt certificates before the maturity to the Bank for
      the
      Bank’s safe-keeping.

    


    
      
         

      

      
        26

        
          

        

      

      
         

      

    

    ARTICLE
      16:

    


    In
      the
      event that the Borrower changes its name, organization, contents of its articles
      of association, seal/chop, representative, scope of authority delegated to
      the
      representative, or the occurrence of any event which may affect the rights
      and
      interests of the Bank, the Borrower shall immediately notify the Bank in writing
      of such events and complete the procedures of change or cancel the seal/chop
      specimen kept in the Bank. 

    


    The
      Borrower and the joint and several guarantor(s) shall be responsible for the
      transactions conducted before sending the notice and completing the procedures
      as provided in the preceding paragraph and compensate the Bank for any damages
      it has suffered which were resulted thereof.

    


    ARTICLE
      17:

    


    In
      the
      event that the Borrower and the joint and several guarantor(s) change their
      addresses, Borrower and the joint and several guarantor(s) shall immediately
      notify the Bank. If Borrower and the joint and several guarantor(s) fail to
      send
      the above notice and the Bank sends relevant documents to the addresses provided
      hereunder or to the last addresses notified by the Borrower and the joint and
      several guarantor(s), such documents shall be deemed to have been served upon
      the Borrower and the joint and several guarantor(s) at the expiry of the
      traveling period normally required by the post office. 

    


    ARTICLE
      18:

    


    The
      requirements, effects and the formalities of the legal action for the creation
      of the debts incurred to the Borrower and the joint and several guarantor(s)
      based upon this I.O.U. shall be governed by the laws of the Republic of
      China.

    


    
      
         

      

      
        27

        
          

        

      

      
         

      

    

    ARTICLE
      19:

    


    The
      place
      for performing the obligation hereunder shall be the business place of the
      Bank.
      Any disputes arising out of or in connection with this I.O.U. shall be subject
      to the Taipei District Of Taiwan for the first instance; provided, however,
      if
      the law mandates a court to have exclusive jurisdiction over such dispute,
      such
      mandated exclusive jurisdiction shall prevail.

    


    ARTICLE
      20:

    Any
      matters not provided for in this I.O.U. shall be negotiated by the Borrower
      and
      the joint and several guarantor(s) with the Bank separately.

    


    【SPECIAL
      TERMS AND CONDITIONS】

    


    ARTICLE
      1:

    


    In
      the
      event that any amount deposited by the Borrower and the joint and several
      guarantor(s) in the Bank is attached or frozen by other person according to
      the
      law, the Bank may from time to time reduce the extended credit amount or shorten
      the period of the credit extension or deem all of the debts as matured, without
      the necessity to send any prior notice or demand for a correction or remedial
      action in the first place:

    


    
      	1.	
              The
                checks issued by the Borrower and the joint and several guarantor(s)
                are
                bounced due to insufficient fund deposit; or the checks prepared
                for
                making the payment as provided by them are rejected after being presented
                for payment.

            


    

    


    
      	2.	
              The
                debts owed by the Borrower and the joint and several guarantor(s)
                to other
                financial institutions are overdue and not
                paid.

            


    

    


    
      	3.	
              The
                occurrence of matters that are against the principles of good faith,
                such
                as there exist false statements or omission of statements in the
                financial
                statements or other data/documents delivered by the Borrower and
                the joint
                and several guarantor(s) to the
                Bank.

            


    

    


    
      
         

      

      
        28

        
          

        

      

      
         

      

    

    
      	4.	
              The
                Borrower and the joint and several guarantor(s) fail to perform or
                violate
                the written agreements reached with the Bank or the
                promises.

            


    

    


    
      	5.	
              The
                certificates, licenses or approvals required by relevant programs
                under
                the I.O.U. are suspended, canceled or revoked for certain
                reasons.

            


    

    


    
      	6.	
              The
                chattels over which the mortgages are created in favor of the Bank
                have
                been removed, sold, transferred or subject to other disposal
                measures.

            


    

    


    
      	7.	
              Failing
                to honor the promise made when entering into the contract to build
                the
                factory according to the promised speed.


            


    

    


    ARTICLE
      2:

    


    Unless
      the Bank agrees in writing, the Borrower and the collaterals provider shall
      not
      sell (or transfer, lease out or lend) the collaterals, or create any
      encumbrances over such collaterals or, if the collateral is an empty land),
      build any illegal buildings on the unoccupied land where the mortgage is
      created. In case of any violation of the above provisions, the Bank may set
      a
      certain time period to request the Borrower or the collaterals provider to
      provide another collateral of the same value approved by the Bank or request
      the
      Borrower to settle the debts within the set time period and compensate all
      of
      the damages suffered by the Bank as a result.

    


    ARTICLE
      3:

    


    Before
      the Borrower repays all of the debts incurred hereon, if the Bank based upon
      the
      Borrower’s request considers there is a need to extend the repayment schedule or
      allow the debts to be repaid by installments, the Bank shall immediately notify
      the joint and several guarantor(s) in writing. The joint and several
      guarantor(s) agree to continue to bear the joint and several guarantee liability
      when the written notice from the Bank has arrived or is deemed to have been
      served upon such joint and several guarantor(s). 

    


    ARTICLE
      4:

    


    The
      Bank
      is authorized to apply with the tax offices to check the tax information and
      properties of the Borrower and the joint and several guarantor(s), if any events
      provided in Article hereof has occurred to them.

    


    
      
         

      

      
        29

        
          

        

      

      
         

      

    

    ARTICLE
      5:

    


    The
      Bank
      and the joint and several guarantor(s) agree that the Bank may outsource the
      work to collect the debts owed by them to the bank to a third
      party.

    


    ARTICLE
      6:

    


    If
      the
      Bank and/or the joint and several guarantor(s) fails to provide sufficient
      collaterals for the credit extension for this Loan, the property the information
      of which had been provided by the Bank and/or the joint and several guarantor(s)
      to the Bank for documentary review before applying for the credit extension
      shall not be used to create a trust.

    


    ARTICLE
      7:

    


    The
      scope
      and amounts of the debts guaranteed by the collaterals which are provided by
      the
      collaterals provider to the Bank to create mortgages, together with the period
      of the mortgages, shall not be affected by the transfer of the collaterals
      pursuant to a trust.

    


    ARTICLE
      8:

    


    The
      joint
      and several guarantor(s) shall be responsible for repaying all the debts owed
      by
      the Borrower hereunder jointly and severally with the Borrower. Each joint
      and
      several guarantor(s) shall also be individually repaying all the debts owed
      by
      the Borrower hereunder. The joint and several guarantor(s) further agree to
      the
      following:

    


    
      	1.	
              The
                Bank is entitled to claim against the joint and several guarantor(s)
                for
                repayment of the debts before seeking to be paid from the
                collaterals.

            


    

    


    
      	2.	
              After
                the joint and several guarantor(s) repaid the debts for the Borrower
                and
                request the Bank to transfer the collaterals according to applicable
                laws,
                the joint and several guarantor(s) shall not raise any objection
                to
                contend that the rights to the collaterals are
                defective.

            


    

    


    
      	3.	
              The
                guarantor(s) shall be jointly and severally responsible for repaying
                all
                of the debts owed by the Borrower hereunder. Such responsibility
                shall not
                be affected by the fact that the Bank releases any or several joint
                and
                several guarantor(s)’ liabilities or agree to replace any or several joint
                and several guarantor(s) with others. Also, such responsibility shall
                not
                be discharged by the fact that the instruments, notes or other relevant
                documents and certificates issued by the Borrower hereunder have
                not been
                signed by the guarantor(s).

            


    

    


    
      
         

      

      
        30

        
          

        

      

      
         

      

    

    The
      Borrower, the joint and several guarantor(s) and the provider of the collaterals
      hereby declare that the Article of the above SPECIAL TERMS AND CONDITIONS have
      been reviewed article by article and stamp their chops as below: 

    


    


    Borrower:

    


    Kidcastle
      Internet Technology Co. Ltd.

    Responsible
      Person: Wang, Kuo An

    Joint
      and
      several guarantor(s): Wang, Kuo An

    Joint
      and
      several guarantor(s): Chiu, Yu En

    Joint
      and
      several guarantor(s):

    Provider
      of the collaterals: Wang, Kuo An

    


    TO:
      FUHWA
      BANK:

    


    The
      Borrower, the joint and several guarantor(s) and the provider of the collaterals
      hereby represent that they have reviewed all of the terms and conditions
      contained in this I.O.U. within a reasonable period of time, have fully
      understood its contents and agree to execute this I.O.U. as below.

    


    Borrower:
      Kidcastle Internet Technology Co. Ltd.

    Responsible
      person: Wang, Kuo An

    Address:
      1st Fl., 148, Chien Kuo Rd., Hsin Dian City

    


    Joint
      and
      several guarantor(s): Wang, Kuo An

    Address:
      2nd
      Fl.,
      299, Si Yuan Rd., 10 Lin, Chung Shan Borough, Hsin Dian City, Taipei County
      

    


    
      
         

      

      
        31

        
          

        

      

      
         

      

    

    Joint
      and
      several guarantor(s): Chiu, Yu En

    Address:
      No. 71, Nan Chang Rd., Section 1, Long Fu Borough, Chung Shan District,
      Taipei

    


    Joint
      and
      several guarantor(s):

    Address:

    


    Joint
      and
      several guarantor(s):

    Address:

    


    Date: August
      5,
      2005

     

    
      
         

      

      
        32

        
          

        

      

      
         

      

       

    

    FUHWA
      BANK

    


    ACKNOWLEDGEMENT
      OF INDEBTEDNESS 

    FOR
      A 

    LOAN
      EXTENSION 

    (USED
      FOR FIXED-TERM LOAN)

    


    Customer
      Number: 11589

    


    This
      Acknowledgement of Indebtedness (“I.O.U.”) is executed by Kidcastle Internet
      Technology Co. Ltd. (the “Borrower”) for a loan extended by Fuhwa Bank
      (including its headquarter and all branches) (the “Bank”). The Borrower invites
      the joint and several guarantor(s)(s) to provide a guarantee to jointly and
      severally guarantee the Borrower’s performance of the obligations under the
      I.O.U. and agrees to the following terms and conditions: 

    


    【GENERAL
      TERMS AND CONDITIONS】

    


    ARTICLE
      1:

    


    The
      amount of the credit extended is: NT$31,000,000
      (the “Loan”)

    


    ARTICLE
      2:

    


    The
      term
      of the Loan is provided and the methods of repayment shall be made in accordance
      with Section of this Article:

    


    
      	1.	
              The
                term of the Loan is years, commencing from ______ to __________.
                After the
                borrowing, the interest incurred on the Loan shall be paid by monthly.
                The
                total principal shall be repaid at the
                maturity.

            


    

    


    
      	2.	
              The
                term of the Loan is years, commencing from ______ to __________.
                After the
                borrowing, the principal shall be divided into installments. The
                first
                installment starts from _______. Thereafter, every month(s) is counted
                as
                one installment. The principal shall be repaid according to the
                installments. Interests shall be paid by
                monthly.

            


    

    


    
      
         

      

      
        33

        
          

        

      

      
         

      

    

    
      	3.	
              The
                term of the Loan is years (months), commencing from __________
                to___________. After the borrowing, the Loan shall be divided into
                installments and the principal and interests thereon be repaid on
                the
                ___th
                day of each according to the annuity method.


            


    

    


    
      	4.	
              The
                term of the Loan is years, commencing from ______ to __________.
                After the
                borrowing, the first ____ years are the grace period and the interests
                shall be paid monthly. Commencing from the year, the Loan shall be
                divided
                into installments and the principal and interests thereon be repaid
                on the
                10th
                day of each according to the annuity method.


            


    

    


    
      	5.	
              The
                term of the Loan is 7 years (0 months), commencing from August 10,
                2005 to
                August 10, 2012. After the borrowing, the Loan shall be divided into
                84
                installments. Each installment is one month. The principal and interests
                thereon be repaid by monthly according to the annuity method for
                180
                payment terms. The unpaid balance shall become matured and be paid
                at the
                expiry of the term of the Loam. .

            


    

    


    ARTICLE
      3:

    


    
      	1.	
              The
                interests incurred from the borrowed funds shall be paid on a monthly
                basis. The interests shall be calculated in accordance with Item
                (3),
                below:

            


    

    


    
      	
            	(1)	
              The
                interest rate incurred for the Loan is calculated at the annual interest
                rate of % (which is determined according to the base rate for a loan
                extension at the time when the agreement of credit extension is executed
                plus a markup of annual rate of %) The interests for the newly borrowed
                fund shall be determined according to the base interest rate available
                at
                the time when the new fund is borrowed plus a standard markup rate.
                Thereafter, when the Bank adjusts the base interest rate, the interest
                rate shall be calculated according to the adjusted base rate plus
                a markup
                of the annual floating interest rate. The markup of the annual interest
                rate shall, after the execution of the agreement for credit extension,
                be
                adjusted every three months in accordance with the Bank’s then current
                “Guidelines Governing the Markup of Base Interest Rate for Credit
                Extension.”

            


    

    


    If
      the
      Bank’s base interest rate for the credit extension and/or the Guidelines
      Governing the Markup of Base Interest Rate for Credit Extension as provided
      in
      the preceding paragraph are adjusted and/or revised after the execution of
      the
      agreement for credit extension, the Borrower agrees that the Bank may publicize
      such adjusted and revised base interest rate for the credit extension and/or
      the
      Guidelines Governing the Markup of Base Interest rate for Credit Extension
      in
      its place of business and to be bound thereby.

    


    
      
         

      

      
        34

        
          

        

      

      
         

      

    

    
      	
            	(2)	
              The
                interest rate for each tranche of the loan shall be determined by
                negotiations between the Borrower and the Bank at the time of borrowing
                and be calculated and paid at the agreed fixed interest rate. If
                the
                Borrower fails to repay the principal and pay for the interests according
                to the agreed terms, commencing from the day of the delay, the interest
                rate shall be calculated and paid by adding 2.5% of annual rate to
                the
                base rate applied by the Bank.

            


    

    


    
      	
            	(3)	
              The
                interest rate incurred for the Loan is calculated according to the
                applicable base rate for a loan extension at the time of borrowing
                ( %)
                plus a markup of annual rate of % (i.e. %). The interests for the
                newly
                borrowed fund shall be determined according to the base interest
                rate
                available at the time when the new fund is borrowed plus a markup
                rate.
                Thereafter, when the Bank adjusts the base interest rate, the interest
                rate shall be calculated according to the adjusted base rate plus
                a markup
                of the annual floating interest
                rate.

            


    

    


    The
      above
      base interest rate applied by the Bank is the average fixed interest rate (the
      exact figure shall be based upon the announcement of the Central Bank of China)
      of the interest rates applied to “One-year Term Time Deposit” by 10 domestic
      banks + a fixed rate (risk discount of the Bank + administrative cost).


    


    If
      the
      composition of the base interest rate provided in the preceding paragraph is
      adjusted or revised after the execution of the agreement for credit extension,
      the Borrower and the joint and several guarantor(s) agree that the Bank may
      announce the adjusted and/or revised details in its place of business and to
      be
      bound thereby.

    


    
      
         

      

      
        35

        
          

        

      

      
         

      

    

    Explanation:

    


    
      	 	
              (i)

            	
              The
                reference banks for the average fixed interest rate of the interest
                rates
                applied to “One-year Term Time Deposit” include: The Bank of Taiwan,
                Taiwan Cooperative Bank, The Land Bank, The First Bank, Chang Hwa
                Bank,
                Hua Nan Bank, Taiwan Business Bank, Cathay United Bank, The International
                Commercial Bank of China and Taipei
                Bank.

            


    

    


    
      	 	
              (ii)

            	
              The
                periods of sampling, interest rate adjustment dates and periods of
                application are as below:

            


    

    


    
      	
              Period
                of sampling

            	
              Interest
                rate adjustment date

            	
              Period
                of application

            
	
              2/16
                -
                2/22

            	
              2/23

            	
              2/24
                - 5/23

            
	
              5/16
                -
                5/22

            	
              5/23

            	
              5/24
                - 8/23

            
	
              8/16
                -
                8/22

            	
              8/23

            	
              8/24
                - 11/23

            
	
              11/16
                -
                11/22

            	
              11/23

            	
              11/24
                - 2/23

            


    

    


    
      	
            	Note:	
              (A)
                The data shall be based upon the data announced by the Central Bank
                of
                China at 11:30 AM of that current day. (B) Indexes shall only allow
                two
                numbers after the decimal point. The third number after the decimal
                point,
                if it is bigger than or equal to 5, shall be rounded up, and if it
                is
                smaller than or equal to 4, shall be rounded
                down.

            


    

    


    
      	 	
              (iii)

            	
              At
                present, the average fixed interest rate of the interest rates applied
                by
                10 domestic banks to “One-year Term Time Deposit” is
                %.

            


    

    


    
      	 	
              (iv)

            	
              Under
                the following circumstances, the Borrower and the joint and several
                guarantor(s) agree that the Bank has the absolute right and at its
                sole
                discretion to change the reference banks providing the composition
                of the
                indexes for the base interest rate and separately designate another
                domestic bank to substitute:

            


    

    


    
      	
            	(A)	
              The
                reference bank merges with other bank, is merged into other bank,
                is
                extinguished, suspends the business, closes the business, is re-organized;
                or any event under Article 62 of the Banking Law, which includes:
                being
                ordered to suspend the business, being put under custody, being effected
                a
                mandatory takeover, etc. occurs to the reference
                bank.

            


    

    


    
      
         

      

      
        36

        
          

        

      

      
         

      

    

    
      	
            	(B)	
              The
                short-term credit rating of the reference bank is lower than Taiwan
                ratings. 

            


    

    


    
      	
            	(C)	
              The
                reference bank ceases selling one-year-term time deposit
                products.

            


    

    


    (4) The
      interests are collected based on a flexible rate calculated according to the
      following formula: The index of the time deposit of the Bank õ
      7.29û
      (i.e.
      the annual interest rate of 5û). 

     

    ARTICLE
      4:

    


    If
      the
      Borrower fails to repay the principal and the interests according to the I.O.U.,
      the Borrower agrees to pay for the delay interest rate calculated according
      to
      the interest rate applicable to this Loan for the delayed principal amount.
      The
      Borrower further agrees to pay for penalties calculated according to the
      following formula for the delayed payment for the principal and the interests:
      The penalty for the delayed payment for the principal shall be calculated from
      the maturity date and that for the delayed payment of the interests shall be
      calculated from the interests payment day at the, at the rate of 10 % of the
      interest rate for this Loan for the delay period within six months and at the
      rate of 20% of the interest rate for this Loan for the delay period above six
      months.

    


    ARTICLE
      5:

    


    The
      purpose of use of this Loan shall be limited to .

    


    ARTICLE
      6:

    


    In
      order
      to perform the obligations owed to the Bank, the Borrower and the joint and
      several guarantor(s) agree to authorize the Bank from time to time and at the
      Bank’s sole discretion to deduct from the demand accounts opened by the Borrower
      and/or the joint and several guarantor(s) in their names (account number: )
      any
      amount at the time of maturity or the time of advancement to pay for the
      principal, interests, default interests, penalty advances and other expenses
      (including the insurance premium for the collaterals), without the necessary
      to
      present the passbook and the withdrawal slip.

    


    
      
         

      

      
        37

        
          

        

      

      
         

      

    

    ARTICLE
      7:

    


    The
      term
“obligation” or “all obligations” referred to hereunder shall mean the loan,
      instruments, advances, guarantee, overdraft and other obligations, including
      but
      not limited to interests, default interests, penalty, compensation of damages,
      the insurance premium, expenses for executing mortgages, expenses to obtain
      an
      enforcement title and other related expenses. 

    


    ARTICLE
      8:

    


    The
      Borrower, the joint and several guarantor(s) and the provider of the collaterals
      agree that the Joint Credit Information Center and its member financial
      institutions, Clearing Houses, Small and Medium Business Credit Guarantee Fund,
      National Credit Card Center, Financial Information Service Co., Ltd., the
      assignees/transferees of the Bank’s obligations/rights hereunder and the
      participants (or the entity which plans to be assigned/transferred) in the
      Loan,
      the person auditing the appraisal of the value of the debts or any agent
      appointed by the Bank to handle the outsourced work, or other domestic or
      overseas institutions handling financial affairs (including SWIFT) and other
      relevant institutions corresponding with the Bank, may collect, proceed with
      computer processing on, conduct international transmission of, use and provide
      to each other the following information and data of the Borrower, joint and
      several guarantor(s) and provider of the collaterals:

    


    Credit
      reports, credit extension data (including overdue, collection and bad debts
      records), deposits data, financial data, collaterals and other movables or
      real
      property information, credit information regarding the instruments, credit
      cards
      (including IC Cards and magnetic cards)credit card information, credit
      information in the credit card merchants and other personal information relating
      to the credit extension or transactions.

    


    The
      computer processing of such data and information and the period of the use
      in
      relevant institutions shall be the approved period of preservation for such
      files and data which relevant institutions applied with the competent
      authorities for registration.

    


    
      
         

      

      
        38

        
          

        

      

      
         

      

    

    The
      Borrower agrees that the Bank may from time to time monitor the Borrower’s use
      of the Loan extended to the Borrower and the business and financial status
      of
      the Borrower, examine/custody the collaterals, examine relevant accounts and
      books, statements (including the consolidated financial statements of the
      affiliates), check and review certificates, slips and documents. When the Bank
      deems necessary, the Bank may request the Borrower to fill out the requested
      information and deliver the requested data and information to the bank on a
      regular basis, or provide to the Bank the financial statements audited by the
      CPA approved by the Bank and request such CPA to provide relevant drafts of
      his/her work. If the Bank considers that the financial statements or other
      documents delivered by the Borrower are false, as soon as receiving the notice
      from the Bank, such will be deemed as a default by the Borrower; provided,
      however, the Bank does not have the obligation to monitor, audit, examine,
      custody and check such statements and documents. If the Bank considers that
      the
      Borrower’s financial structure should be improved, the Bank may demand the
      Borrower to take actions to improve its financial structure. The Borrower shall
      comply with such demand to improve.

    


    ARTICLE
      9:

    


    Any
      individual/entity holding the receipt or custody certificate issued by the
      Bank
      or the Borrower’s chop or the receipt documents signed by the Borrower goes to
      the Bank to request for returning or replacing the collaterals and the documents
      related thereto shall be deemed as the agent of the Borrower. The Bank may
      approve to return or replace.

    


    ARTICLE
      10:

    


    If
      the
      obligations hereunder are covered by the collaterals obtained from the extension
      of this Loan or from other credit extensions, except for complying with the
      terms and conditions set forth in the respective collaterals agreements, the
      Borrower shall comply with the following provisions:

    


    
      
         

      

      
        39

        
          

        

      

      
         

      

    

    
      	1.	
              For
                the collaterals which are insurable, the Borrower and the provider
                of such
                collaterals shall in each year procure appropriate fire insurance
                (including earthquake insurance) or other insurance coverage required
                by
                the Bank for the collaterals form the insurance company for the period
                starting from the commencement of the term of the Loan and ending
                on the
                day that the Loan is repaid. In such insurances, the Borrower shall
                include the Bank as the mortgagee to apply with the insurance company
                to
                add special terms and conditions for the mortgage. The insured amount
                and
                the terms and conditions of the insurance policies shall be approved
                by
                the Bank. The Borrower and the collaterals provider shall be jointly
                and
                severally responsible for paying the insurance premium and other
                related
                costs. The original copy of the insurance policy and the photocopy
                of the
                receipt for the insurance premium shall be kept by the Bank. If the
                Borrower and the collaterals provider forget to procure the insurance
                or
                renew the insurance, the Bank may use this I.O.U. as an authorization
                letter to procure/renew the insurance on their behalf. If the Bank
                has
                advanced the insurance premium, the Borrower and the collaterals
                provider
                shall repay the advanced fund immediately. If the Borrower and the
                collaterals provider fail to repay the advanced fund immediately,
                the Bank
                may add such advanced fund into the mount owed by the Borrower and
                collect
                interests incurred thereon according to the interest rate provided
                hereunder. However, the Bank does not have the obligation to procure
                or
                renew he insurance policy or pay for the insurance premium. If
                unfortunately the insured collaterals are damages, lost or destroyed
                and
                the insurance company refuses or delays to pay for the compensation
                for
                the damages which the insurance company is required to pay for whatever
                reasons, the Bank may set a certain period of time to request the
                Borrower
                to provide a security approved by the Bank having the value equal
                to the
                reduced value of such collaterals within such time period. If the
                Borrower
                fails to provide such a security within the set time period, the
                Bank is
                entitled to request the Borrower to repay the debts
                immediately.

            


    

    


    
      	2.	
              If
                the payment made by the Borrower or the payment made though automatic
                transfer from the Borrower’s account according to the agreement is
                insufficient to repay all of the overdue loan owed by the Borrower,
                the
                collaterals shall be used to set off against the various expenses
                (including the insurance premium for the collaterals advanced by
                the
                Bank), penalty, interests, delay interests and the principal in the
                same
                order.

            


    

    


    
      	3.	
              The
                Bank’s headquarter and all of its branches may share and exercise the
                rights over the collaterals provided by the Borrower and/or the
                collaterals provider hereunder, irrespective of whether their rights
                are
                created earlier or later, to obtain guarantee from such collaterals
                to
                secure the present debts (including those already occurred but not
                being
                repaid and not limited to the total amount of credit extension agreed
                hereunder) and future debts owed by the Borrower in the form of
                instruments, loans, advances, insurances and all other debts, together
                with the incurred interests, delay interests, penalties, damages
                and all
                of the expenses required for performing the obligations of the above
                debts.

            


    

    


    
      
         

      

      
        40

        
          

        

      

      
         

      

    

    ARTICLE
      11:

    


    In
      case
      that any of the following events occurred to the Borrower or the joint and
      several guarantor(s), the Bank may from time to time reduce the extended credit
      amount or shorten the period of the credit extension without the necessity
      to
      send any prior notice or demand for a correction or remedial action in the
      first
      place:

    


    
      	1.	
              Failing
                to repay the principal for any indebtedness according to the
                agreement.

            


    

    


    
      	2.	
              The
                Borrower and/or the joint and several guarantor(s) file for reconciliation
                or is declared bankruptcy according to the Bankruptcy Act, apply
                for
                reorganization according to eh Company Law, are declared by the clearing
                houses to be a company/individual with which the transactions are
                rejected, suspend the business operation or proceed a debt
                arrangement..

            


    

    


    
      	3.	
              The
                Borrower and/or the joint and several guarantor(s) have the obligation
                to
                provide guarantees according to the original agreement, but fail
                to
                provide such guarantees.

            


    

    


    
      	4.	
              The
                Borrower and/or the joint and several guarantor(s) die and their
                heirs
                declare a limited inheritance or waive their rights to
                inherit.

            


    

    


    
      	5.	
              The
                Borrower and/or the joint and several guarantor(s) are declared a
                confiscation of their major properties in criminal
                cases.

            


    

    


    ARTICLE
      12:

    


    In
      case
      that any of the following events occurred to the Borrower or the joint and
      several guarantor(s), after the Bank has given a notice or demand within a
      reasonable period, the Bank may reduce the extended credit amount or shorten
      the
      period of the credit extension or treat all of the loan as matured:

    


    
      	1.	
              The
                interests incurred on any debt are not
                paid.

            


    

    


    
      	2.	
              The
                collateral is foreclosed or the collateral is lost, or the value
                of which
                is reduced or is insufficient to secure the
                obligations.

            


    

    


    
      
         

      

      
        41

        
          

        

      

      
         

      

    

    
      	3.	
              The
                actual use of the fund obtained from the loan extended by the Bank
                does
                not conform to the purpose of use selected by the
                Bank.

            


    

    


    
      	4.	
              The
                Borrower and/or the joint and several guarantor(s) are subject to
                compulsory execution, provisional attachment, provisional measures
                or
                other protecting measures, which has made the Bank to face a threat
                that
                the debt may not be repaid. 

            


    

    


    ARTICLE
      13:

    


    If
      the
      Bank transfers/assigns all or part of the rights claimable by the Bank according
      to the I.O.U. (including the rights to claim against the Borrower and the joint
      and several guarantor(s) to pay for the interests and the repay the loan),
      together with the mortgages and insurance benefits the Bank obtained according
      to the agreement, to a third party, it is the Bank or the transferee/assignee’s
      obligation to notify the Borrower. After the Borrower, the joint and several
      guarantor(s) and collaterals provider agreed to such transfer/assignment and
      the
      Bank or the transferee/assignee has notified the Borrower, if any changes of
      the
      mortgages registration or the beneficiary under the insurance contract are
      required due to such transfer/assignment, they shall cooperate to change the
      mortgages registration and/or the beneficiary without any objection.


    


    If
      such
      transfer/assignment is for securitizing the Bank’s financial assets or the
      transferee/assignee is an asset management company, the notice stated in the
      preceding paragraph can be replaced by public announcement.

    


    ARTICLE
      14:

    


    The
      Bank
      may exercise the rights of set-off against the various funds deposited by the
      Borrower and the joint and several guarantor(s) in the Bank (including the
      deposits in the checking accounts which have been suspended according to the
      agreement) and all the rights claimable against the Bank, whether or not such
      funds and/or rights have matured.

    


    The
      expression of intention to exercise the right of set-off as provided in the
      preceding paragraph shall become effective as soon as the Bank records such
      set-off and deduction on its books and accounts. In the meantime, the deposit
      slips, the passbook and other certificates shall, within the set-off amount,
      loose their effect.

    


    
      
         

      

      
        42

        
          

        

      

      
         

      

    

    ARTICLE
      15:

    


    If
      the
      debt certificates evidencing the various debts owed by the Borrower and the
      joint and several guarantor(s) are lost, destroyed or damaged, unless the
      amounts stated on the Bank’s accounts and books, vouchers, computer generated
      certificates/slips, debt certificates and micro-copies of the correspondences
      are proved by the Borrower and the joint and several guarantor(s) to be
      erroneous and the Bank shall immediately correct such errors, the Borrower
      and
      the joint and several guarantor(s) shall admit the full amounts stated thereon
      and, when such amounts mature, immediately pay for various expenses incurred
      for
      such amounts, penalties and the principal and interests, or at the Bank’s
      request issue another debt certificates before the maturity to the Bank for
      the
      Bank’s safe-keeping.

    


    ARTICLE
      16:

    


    In
      the
      event that the Borrower changes its name, organization, contents of its articles
      of association, seal/chop, representative, scope of authority delegated to
      the
      representative, or the occurrence of any event which may affect the rights
      and
      interests of the Bank, the Borrower shall immediately notify the Bank in writing
      of such events and complete the procedures of change or cancel the seal/chop
      specimen kept in the Bank. 

    


    The
      Borrower and the joint and several guarantor(s) shall be responsible for the
      transactions conducted before sending the notice and completing the procedures
      as provided in the preceding paragraph and compensate the Bank for any damages
      it has suffered which were resulted thereof.

    


    ARTICLE
      17:

    


    In
      the
      event that the Borrower and the joint and several guarantor(s) change their
      addresses, Borrower and the joint and several guarantor(s) shall immediately
      notify the Bank. If Borrower and the joint and several guarantor(s) fail to
      send
      the above notice and the Bank sends relevant documents to the addresses provided
      hereunder or to the last addresses notified by the Borrower and the joint and
      several guarantor(s), such documents shall be deemed to have been served upon
      the Borrower and the joint and several guarantor(s) at the expiry of the
      traveling period normally required by the post office. 

    


    
      
         

      

      
        43

        
          

        

      

      
         

      

    

    ARTICLE
      18:

    


    The
      requirements, effects and the formalities of the legal action for the creation
      of the debts incurred to the Borrower and the joint and several guarantor(s)
      based upon this I.O.U. shall be governed by the laws of the Republic of
      China.

    


    ARTICLE
      19:

    


    The
      place
      for performing the obligation hereunder shall be the business place of the
      Bank.
      Any disputes arising out of or in connection with this I.O.U. shall be subject
      to the Taipei District Of Taiwan for the first instance; provided, however,
      if
      the law mandates a court to have exclusive jurisdiction over such dispute,
      such
      mandated exclusive jurisdiction shall prevail.

    


    ARTICLE
      20:

    Any
      matters not provided for in this I.O.U. shall be negotiated by the Borrower
      and
      the joint and several guarantor(s) with the Bank separately.

    


    【SPECIAL
      TERMS AND CONDITIONS】

    


    ARTICLE
      1:

    


    In
      the
      event that any amount deposited by the Borrower and the joint and several
      guarantor(s) in the Bank is attached or frozen by other person according to
      the
      law, the Bank may from time to time reduce the extended credit amount or shorten
      the period of the credit extension or deem all of the debts as matured, without
      the necessity to send any prior notice or demand for a correction or remedial
      action in the first place:

    


    
      	1.	
              The
                checks issued by the Borrower and the joint and several guarantor(s)
                are
                bounced due to insufficient fund deposit; or the checks prepared
                for
                making the payment as provided by them are rejected after being presented
                for payment.

            


    

    


    
      	2.	
              The
                debts owed by the Borrower and the joint and several guarantor(s)
                to other
                financial institutions are overdue and not
                paid.

            


    

    


    
      
         

      

      
        44

        
          

        

      

      
         

      

    

    
      	3.	
              The
                occurrence of matters that are against the principles of good faith,
                such
                as there exist false statements or omission of statements in the
                financial
                statements or other data/documents delivered by the Borrower and
                the joint
                and several guarantor(s) to the
                Bank.

            


    

    


    
      	4.	
              The
                Borrower and the joint and several guarantor(s) fail to perform or
                violate
                the written agreements reached with the Bank or the
                promises.

            


    

    


    
      	5.	
              The
                certificates, licenses or approvals required by relevant programs
                under
                the I.O.U. are suspended, canceled or revoked for certain
                reasons.

            


    

    


    
      	6.	
              The
                chattels over which the mortgages are created in favor of the Bank
                have
                been removed, sold, transferred or subject to other disposal
                measures.

            


    

    


    
      	7.	
              Failing
                to honor the promise made when entering into the contract to build
                the
                factory according to the promised speed.


            


    

    


    ARTICLE
      2:

    


    Unless
      the Bank agrees in writing, the Borrower and the collaterals provider shall
      not
      sell (or transfer, lease out or lend) the collaterals, or create any
      encumbrances over such collaterals or, if the collateral is an empty land),
      build any illegal buildings on the unoccupied land where the mortgage is
      created. In case of any violation of the above provisions, the Bank may set
      a
      certain time period to request the Borrower or the collaterals provider to
      provide another collateral of the same value approved by the Bank or request
      the
      Borrower to settle the debts within the set time period and compensate all
      of
      the damages suffered by the Bank as a result.

    


    ARTICLE
      3:

    


    Before
      the Borrower repays all of the debts incurred hereon, if the Bank based upon
      the
      Borrower’s request considers there is a need to extend the repayment schedule or
      allow the debts to be repaid by installments, the Bank shall immediately notify
      the joint and several guarantor(s) in writing. The joint and several
      guarantor(s) agree to continue to bear the joint and several guarantee liability
      when the written notice from the Bank has arrived or is deemed to have been
      served upon such joint and several guarantor(s). 

    


    
      
         

      

      
        45

        
          

        

      

      
         

      

    

    ARTICLE
      4:

    


    The
      Bank
      is authorized to apply with the tax offices to check the tax information and
      properties of the Borrower and the joint and several guarantor(s), if any events
      provided in Article hereof has occurred to them.

    


    ARTICLE
      5:

    


    The
      Bank
      and the joint and several guarantor(s) agree that the Bank may outsource the
      work to collect the debts owed by them to the bank to a third
      party.

    


    ARTICLE
      6:

    


    If
      the
      Bank and/or the joint and several guarantor(s) fails to provide sufficient
      collaterals for the credit extension for this Loan, the property the information
      of which had been provided by the Bank and/or the joint and several guarantor(s)
      to the Bank for documentary review before applying for the credit extension
      shall not be used to create a trust.

    


    ARTICLE
      7:

    


    The
      scope
      and amounts of the debts guaranteed by the collaterals which are provided by
      the
      collaterals provider to the Bank to create mortgages, together with the period
      of the mortgages, shall not be affected by the transfer of the collaterals
      pursuant to a trust.

    


    ARTICLE
      8:

    


    The
      joint
      and several guarantor(s) shall be responsible for repaying all the debts owed
      by
      the Borrower hereunder jointly and severally with the Borrower. Each joint
      and
      several guarantor(s) shall also be individually repaying all the debts owed
      by
      the Borrower hereunder. The joint and several guarantor(s) further agree to
      the
      following:

    


    
      	1.	
              The
                Bank is entitled to claim against the joint and several guarantor(s)
                for
                repayment of the debts before seeking to be paid from the
                collaterals.

            


    

    


    
      
         

      

      
        46

        
          

        

      

      
         

      

    

    
      	2.	
              After
                the joint and several guarantor(s) repaid the debts for the Borrower
                and
                request the Bank to transfer the collaterals according to applicable
                laws,
                the joint and several guarantor(s) shall not raise any objection
                to
                contend that the rights to the collaterals are
                defective.

            


    

    


    
      	3.	
              The
                guarantor(s) shall be jointly and severally responsible for repaying
                all
                of the debts owed by the Borrower hereunder. Such responsibility
                shall not
                be affected by the fact that the Bank releases any or several joint
                and
                several guarantor(s)’ liabilities or agree to replace any or several joint
                and several guarantor(s) with others. Also, such responsibility shall
                not
                be discharged by the fact that the instruments, notes or other relevant
                documents and certificates issued by the Borrower hereunder have
                not been
                signed by the guarantor(s).

            


    

    


    The
      Borrower, the joint and several guarantor(s)s and the provider of the
      collaterals hereby declare that the Article of the above SPECIAL TERMS AND
      CONDITIONS have been reviewed article by article and stamp their chops as below:
      

    


    


    Borrower:

    


    Kidcastle
      Internet Technology Co. Ltd.

    Responsible
      Person: Wang, Kuo An

    Joint
      and
      several guarantor(s): Wang, Kuo An

    Joint
      and
      several guarantor(s): Chiu, Yu En

    Joint
      and
      several guarantor(s):

    Provider
      of the collaterals: Wang, Kuo An

    


    TO:
      FUHWA
      BANK:

    


    The
      Borrower, the joint and several guarantor(s) and the provider of the collaterals
      hereby represent that they have reviewed all of the terms and conditions
      contained in this I.O.U. within a reasonable period of time, have fully
      understood its contents and agree to execute this I.O.U. as below.

    


    Borrower:
      Kidcastle Internet Technology Co. Ltd.

    Responsible
      person: Wang, Kuo An

    Address:
      1st Fl., 148, Chien Kuo Rd., Hsin Dian City

    


    
      
         

      

      
        47

        
          

        

      

      
         

      

    

    Joint
      and
      several guarantor(s): Wang, Kuo An

    Address:
      2nd
      Fl.,
      299, Si Yuan Rd., 10 Lin, Chung Shan Borough, Hsin Dian City, Taipei County
      

    


    Joint
      and
      several guarantor(s): Chiu, Yu En

    Address:
      No. 71, Nan Chang Rd., Section 1, Long Fu Borough, Chung Shan District,
      Taipei

    


    Joint
      and
      several guarantor(s):

    Address:

    


    Joint
      and
      several guarantor(s):

    Address:

    


    Date: August
      5,
      2005

     

     

    
      
         

      

      
        48