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                                                                    Exhibit 10.1





                      REGULATION S STOCK PURCHASE AGREEMENT

                              Dated August 18, 2003

                                       for

                       KID CASTLE EDUCATIONAL CORPORATION

                                  COMMON STOCK
<PAGE>
                      REGULATION S STOCK PURCHASE AGREEMENT

      Regulation S Stock Purchase Agreement ("Agreement"), dated as of August
18, 2003 by and between Kid Castle Educational Corporation, a Florida
corporation having an address at 7th Floor, 127-1 Sung Chiang Road, Taipei,
R.O.C., Taiwan (the "Seller" or the "Company"), and GLOBE WISDOM INVESTMENTS
LIMITED, a Samoa international business company, the registered address of which
is P.O. Box 217, Apia, Samoa (collectively the "Purchaser").

      WHEREAS, Seller desires to sell to Purchaser 2,883,460 shares of the
Seller's common stock, no par value per share (the "Common Stock"), (the
"Shares") on the terms and conditions set forth in this Agreement; and

      WHEREAS, Purchaser desires to buy the Shares on the terms and conditions
set forth herein;

      NOW THEREFORE, in consideration of the agreements, covenants and
representations hereinafter set forth, the receipt and adequacy of which is
hereby acknowledged, the parties, intending to be bound, agree as follows:

                                   ARTICLE I
                       PURCHASE, SALE AND TERMS OF SHARES

      1.1.  The Shares. The Seller agrees to sell to the Purchaser in an
            offshore transaction negotiated outside the U.S. and to be
            consummated and closed outside the U.S. and, in consideration of and
            in express reliance upon the representations, warranties, covenants,
            terms and conditions of this Agreement, the Purchaser agrees to
            purchase from the Seller, on a best efforts basis, subject to the
            conditions hereinafter set forth, 2,883,460 Shares of the Seller at
            $0.7 price per share (the "Purchase Price") or $2,018,422, in the
            aggregate purchase price (the "Aggregate Purchase Price").

      1.2.  Price; Closing. At each Closing, the Company will deliver to the
            Purchaser certificates for the number of Shares purchased at the
            Purchase Price set forth in Section 1.1 and the Purchaser will
            deliver a wire transfer of immediately available funds to the
            account of the Company, in an amount equal to the Purchase Price for
            the Shares purchased at each Closing; provided that, Purchaser shall
            use its best efforts to deliver wire transfers in an aggregate
            amount equal to the Aggregate Purchase Price. Share certificate(s)
            shall not be released or delivered until Seller has received the
            Purchase Price for such Shares.

      1.3.  [Intentionally left blank]

      1.4.  Representations by the Purchaser. The Purchaser makes the following
            representations and warranties to the Seller:
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            A.    Access to Information. The Purchaser, in making the decision
                  to purchase the Shares, has relied upon the representations
                  and warranties contained in this Agreement, the
                  representations and warranties of the Seller as well as
                  independent investigations made by it and/or its
                  representatives, if any. The Purchaser and/or its
                  representatives during the course of this transaction, and
                  prior to the purchase of any Shares, has had the opportunity
                  to ask questions of and receive answers from the management of
                  the Seller concerning the business of the Seller and to
                  receive any additional information, documents, records and
                  books relative to the business, assets, financial condition,
                  results of operations and liabilities (contingent or
                  otherwise) of the Seller.

            B.    Sophistication and Knowledge. The Purchaser and/or its
                  representatives has such knowledge and experience in financial
                  and business matters that it can represent itself and is
                  capable of evaluating the merits and risks of the purchase of
                  the Shares. The Purchaser is not relying on the Seller with
                  respect to the tax and other economic considerations of an
                  investment in the Shares, and the Purchaser has relied on the
                  advice of, or has consulted with, the Purchaser's own
                  advisor(s). The Purchaser represents that it has not been
                  organized for the purpose of acquiring the Shares.

            C.    Lack of Liquidity. The Purchaser acknowledges that the
                  purchase of the Shares involves a high degree of risk and
                  further acknowledges that it can bear the economic risk of the
                  purchase of the Shares, including the total loss of its
                  investment. The Purchaser represents and understands that the
                  Shares may not be sold to a U.S. Person (as hereinafter
                  defined) or into the United States for a period of one (1)
                  year from the date of purchase and that Purchaser has no
                  present need for liquidity in connection with its purchase of
                  the Shares.

            D.    No Public Solicitation. The Purchaser is not purchasing the
                  Shares as a result of or subsequent to any advertisement,
                  article, notice or other communication published in any
                  newspaper, magazine or similar media or broadcast over
                  television or radio, or presented at any seminar or meeting,
                  or any solicitation of a subscription by a person not
                  previously known to the Purchaser in connection with
                  investments in securities generally. Neither the Seller nor
                  the Purchaser has engaged in any "Directed Selling Efforts in
                  the U.S." as defined in Regulation S of the Securities Act of
                  1933, as amended (the "Securities Act") ("Regulation S").

            E.    Authority. The Purchaser has full right and power to enter
                  into and perform its obligations under this Agreement, and
                  this Agreement constitutes the Purchaser's valid and legally
                  binding obligation, enforceable in accordance with its terms.
                  The Purchaser is authorized and


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                  otherwise duly qualified to purchase and hold the Shares and
                  to enter into this Agreement.

            F.    Brokers or Finders. No person has or will have, as a result of
                  the transactions contemplated by this Agreement, any right,
                  interest or valid claim against or upon the Seller for any
                  commission, fee or other compensation as a finder or broker
                  because of any act or omission by the Purchaser or its
                  respective agents.

            G.    Compliance with Local Laws. Any resale of the Shares during
                  the `distribution compliance period' as defined in Rule 902(f)
                  to Regulation S shall only be made in compliance with
                  exemptions from registration afforded by Regulation S.
                  Further, any such sale of the Shares in any jurisdiction
                  outside of the United States will be made in compliance with
                  the securities laws of such jurisdiction. Purchaser will not
                  offer to sell or sell the Shares in any jurisdiction unless
                  the Purchaser obtains all required consents, if any.

            H.    Regulation S Exemption. The Purchaser understands that the
                  Shares are being offered and sold to it in reliance on an
                  exemption from the registration requirements of United States
                  federal and state securities laws under Regulation S
                  promulgated pursuant to the Securities Act and that the Seller
                  is relying upon the truth and accuracy of the representations,
                  warranties, agreements, acknowledgments and understandings of
                  the Purchaser set forth herein in order to determine the
                  applicability of such exemptions and the suitability of the
                  Purchaser to acquire the Shares. In this regard, the Purchaser
                  represents, warrants and agrees that:

                  a.    The Purchaser is not a U.S. Person (as defined below)
                        and is not an affiliate (as defined in Rule 501(b) under
                        the Securities Act) of the Seller. A "U.S. person" means
                        any one of the following:

                        i     any natural person resident in the United States;

                        ii    any partnership or corporation organized or
                              incorporated under the laws of the United States;

                        iii   any estate of which any executor or administrator
                              is a U.S. person;

                        iv    any trust of which any trustee is a U.S. person;

                        v     any agency or branch of a foreign entity located
                              in the United States;


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                        vi    any non-discretionary account or similar account
                              (other than an estate or trust) held by a dealer
                              or other fiduciary for the benefit or account of a
                              U.S. person;

                        vii   any discretionary account or similar account
                              (other than an estate or trust) held by a dealer
                              or other fiduciary organized, incorporated or (if
                              an individual) resident in the United States; and

                        viii  any partnership or corporation if:

                              (1)   organized or incorporated under the laws of
                                    any foreign jurisdiction; and

                              (2)   formed by a U.S. person principally for the
                                    purpose of investing in securities not
                                    registered under the Securities Act, unless
                                    it is organized or incorporated, and owned,
                                    by accredited investors (as defined in Rule
                                    501(a) under the Securities Act) who are not
                                    natural persons, estates or trusts.

                  b.    At the time of the origination of contact concerning
                        this Agreement and the date of the execution and
                        delivery of this Agreement, the Purchaser was outside of
                        the United States.

                  c.    The Purchaser will not, during the period commencing on
                        the date of purchase of the Shares and ending on the
                        first anniversary of such date, or such shorter period
                        as may be permitted by Regulation S or other applicable
                        securities law (the "Restricted Period"), offer, sell,
                        pledge or otherwise transfer the shares in the United
                        States, or to a U.S. person or for the account or
                        benefit of a U.S. person, or otherwise in a manner that
                        is not in compliance with Regulation S.

                  d.    The Purchaser will, after expiration of the Restricted
                        Period, offer, sell, pledge or otherwise transfer the
                        Shares only pursuant to registration under the
                        Securities Act or an available exemption therefrom and,
                        in accordance with all applicable state and foreign
                        securities laws.

                  e.    The Purchaser has not engaged in and prior to the
                        expiration of the Restricted Period will not engage in,
                        any short selling of or any hedging transaction with
                        respect to the Shares within the United States,
                        including without limitation, any put, call or other
                        option transaction, option writing or equity swap.

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                  f.    Neither the Purchaser nor or any person acting on its
                        behalf has engaged, nor will, during the Restricted
                        Period, engage in any directed selling efforts to any
                        U.S. person with respect to the Shares and the Purchaser
                        and any person acting on its behalf have complied and
                        will comply with the "offering restrictions"
                        requirements of Regulation S under the Securities Act.

                  g.    The transactions contemplated by this Agreement have not
                        been pre-arranged with a buyer located in the United
                        States or with a U.S. person, and are not part of a plan
                        or scheme to evade the registration requirements of the
                        Securities Act.

                  h.    Neither the Purchaser nor any person acting on its
                        behalf has undertaken or carried out any activity for
                        the purpose of, or that could reasonably be expected to
                        have the effect of, conditioning the market in the
                        United States, its territories or possessions, for any
                        of the Shares. The Purchaser agrees not to cause any
                        advertisement of the Shares to be published in any
                        newspaper or periodical or posted in any public place
                        and not to issue any circular relating to the Shares,
                        except such advertisements that include the statements
                        required by Regulation S under the Securities Act, and
                        only offshore and not in the United States or its
                        territories, and only in compliance with any local
                        applicable securities laws.

                  i.    Each certificate representing the Shares shall be
                        endorsed with the following legends, in addition to any
                        other legend required to be placed thereon by applicable
                        federal or state securities laws:

                                    (A) "THE SHARES ARE BEING OFFERED TO
                              INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED IN
                              REGULATION S UNDER THE SECURITIES ACT OF 1933, AS
                              AMENDED ("THE SECURITIES ACT")) AND WITHOUT
                              REGISTRATION WITH THE UNITED STATES SECURITIES AND
                              EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN
                              RELIANCE UPON REGULATION S PROMULGATED UNDER THE
                              SECURITIES ACT."

                                    (B) "TRANSFER OF THESE SHARES IS PROHIBITED,
                              EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
                              REGULATION S, PURSUANT TO REGISTRATION UNDER THE
                              SECURITIES ACT, OR PURSUANT TO AVAILABLE EXEMPTION
                              FROM REGISTRATION. HEDGING TRANSACTIONS MAY

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                              NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE
                              SECURITIES ACT."

                  j.    The Purchaser consents to the Seller making a notation
                        on its records or giving instructions to any transfer
                        agent of the Seller in order to implement the
                        restrictions on transfer of the Shares set forth in this
                        Article 1.4.

                  k.    Purchaser agrees that it will not transfer the Shares,
                        and the Seller shall not be required to transfer the
                        shares unless the transferee executes a representation
                        letter substantially in accordance with Exhibit A
                        hereto.

                                   ARTICLE II
                  REPRESENTATIONS AND WARRANTIES OF THE SELLER

      2.1.  Organization and Standing of the Seller. Seller has been organized
            and is validly existing and in good standing under the laws of
            Florida. The Seller has the requisite corporate power and authority
            necessary to deliver this Agreement and to sell the Shares and to
            carry out the provisions of the Agreement.

      2.2.  Authority of the Seller. The execution and delivery by the Seller of
            the Agreement and the performance by the Seller of its obligations
            hereunder, have been duly and validly authorized by all requisite
            corporate action on the part of the Seller. The Agreement, when
            executed and delivered, will be legally valid and binding
            obligations of the Seller, enforceable against the Seller in
            accordance with their respective terms, except as limited by
            applicable bankruptcy, insolvency, reorganization, moratorium or
            other laws of general application affecting enforcement of
            creditors' rights, and general principles of equity that restrict
            the availability of equitable remedies. To the Seller's knowledge,
            the execution and delivery of the Agreement by the Seller and the
            performance by the Seller of its obligations hereunder do not, and
            will not at any time Purchaser delivers a Purchase Notice, (i)
            conflict with or violate the provisions of the Seller's Charter or
            Bylaws, (ii) require on the part of the Seller any filing with, or
            any permit, authorization, consent or approval of, any Governmental
            Entity, (iii) conflict with, result in a breach of, constitute (with
            or without due notice or lapse of time or both) a default under,
            result in the acceleration of, create in any party the right to
            accelerate, terminate, modify or cancel, or require any notice,
            consent or waiver under, any contract, lease, sublease, license,
            sublicense, franchise, permit, indenture, agreement or mortgage for
            borrowed money, instrument of indebtedness, lien, encumbrance or
            other arrangement to which the Seller is a party or by which Seller
            is bound or to which the Seller's assets are subject, (iv) result in
            the imposition of any security interest upon any assets of the
            Seller or (v)


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            violate or contravene any United States federal or state statute,
            rule or regulation or any order, writ, judgment, injunction, decree,
            determination or award.

      2.3.  Governmental Consents; Offering Exemption.

            A.    No consent, approval, order or authorization of, or
                  registration, qualification, designation, declaration or
                  filing with, any governmental entity or regulatory body (a
                  "Governmental Entity") is required on the part of the Seller
                  in connection with the execution and delivery of the
                  Agreement, the offer, issue, sale and delivery of the Shares
                  or the other transactions to be consummated as contemplated by
                  this Agreement except qualifications or filings under the
                  Securities Act and other applicable state securities laws
                  which qualifications or filings, if required, will be obtained
                  or made and will be effective within the time periods required
                  by law.

      2.4.  Litigation. To the best of the Seller's knowledge and belief, there
            is no action, suit, proceeding or investigation of a material
            nature, pending or is currently threatened, against the Seller. The
            Seller is not aware of any basis for any of the foregoing or any
            intent on its part to initiate any of the foregoing.

      2.5.  Brokers or Finders. The Seller has not agreed to incur, directly or
            indirectly, any liability for brokerage or finders' fees, agents'
            commissions or other similar charges from Purchaser in connection
            with the Documents or any of the transactions contemplated hereby or
            thereby.

      2.6.  Disclosures. The Seller has provided the Purchaser with all
            information requested by the Purchaser in connection with its
            decision to purchase the Shares. Neither this Agreement, any Exhibit
            hereto, nor any report, certificate or instrument furnished to the
            Purchaser or its agents in connection with the transactions
            contemplated by this Agreement, when read together, contains or will
            contain any material misstatement of fact or omits to state a
            material fact necessary to make the statements contained herein or
            therein not misleading.

                                  ARTICLE III
                               REGISTRATION RIGHTS

      3.1.  Piggy-Back and Demand Registrations.

            A.    If at any time following the of purchase of the Shares, the
                  Seller shall determine to register for its own account or the
                  account of others under the Securities Act (including pursuant
                  to a demand for registration of any stockholder of the Seller)
                  any of its equity securities, other than on Form S-4 or Form
                  S-8 or their then equivalents relating to shares of Common
                  Stock to be issued solely in connection with any acquisition
                  of any entity or business or shares of Common Stock issuable
                  in connection with stock

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                  option or other employee benefit plans, it shall send to the
                  Purchaser written notice of such determination and, if within
                  fifteen (15) days after receipt of such notice, the Purchaser
                  shall so request in writing, the Seller shall use its best
                  efforts to include in such registration statement all or any
                  part of the Registrable Shares the Purchaser requests to be
                  registered, except that if, in connection with the initial
                  public offering of the Seller, the managing underwriter shall
                  impose a limitation on the number of shares of such Common
                  Stock which may be included in the registration statement
                  because, in its judgment, such limitation is necessary to
                  effect an orderly public distribution, then the Seller shall
                  be obligated to include in such registration statement only
                  such limited portion of the Registrable Shares with respect to
                  which the Purchaser has requested inclusion hereunder on a pro
                  rata basis. For purposes of this Agreement, "Registrable
                  Shares" shall mean such number of Shares purchased under this
                  Agreement, provided, however, that shares of common Stock
                  which are Registrable Shares shall cease to be Registrable
                  Shares upon the consummation of any sale pursuant to a
                  registration statement or Rule 144 under the Securities Act.

            B.    If at any time after the purchase of the Shares, the holders
                  of Registrable Shares who are entitled to registration rights
                  under this Section 3.1B shall notify the Company in writing
                  that it or they intend to offer or cause to be offered for
                  public sale Registrable Shares held by such holders which
                  shares constitute at least [twenty percent (20%)] of the
                  Registrable Shares, if no such public trading market exists at
                  such time, then the Company will so notify all holders of
                  Registrable Shares, including all holders who have a right to
                  acquire Registrable Shares. Upon written request of any holder
                  given within fifteen (15) days after the receipt by such
                  holder from the Company of such notification, the Company will
                  use its best efforts to cause such of the Registrable Shares
                  as may be requested by any holder thereof (including the
                  holder or holders giving the initial notice of intent to
                  offer) to be registered under the Securities Act as
                  expeditiously as possible. The Company shall not be required
                  to file a registration statement with the Commission pursuant
                  to this Section 3.1B at any time while another registration
                  statement (other than on Form S-3 or S-8) of the Company has
                  been filed with the Commission and is not yet effective or
                  within six months after the effective date of another
                  registration statement (other than on Form S-3 or S-8) filed
                  by the Company with the Commission. The Company shall not be
                  required to effect more than one registration during any
                  twelve (12) month period pursuant to this Section 3.1B and two
                  such registrations in the aggregate. In connection with any
                  request by any holder of Registrable Securities for
                  registration thereof pursuant to this Section, the Company
                  shall have the right to defer the filing of a registration
                  statement with the Commission for up to 30 days


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                  after such filing would otherwise be required hereunder if the
                  Company shall furnish to the holders requesting such
                  registration a certificate approved by the Board of Directors
                  stating that, in the good faith judgment of the Company, it
                  would be detrimental to the interests of the Company for such
                  registration statement to be filed at such time.

      3.2.  Provisions Applicable to Registration. The following provisions
            shall apply, as applicable, in connection with the Registrable
            Shares to be included in the registration statement pursuant to this
            Article 3:

            A.    The Purchaser, if reasonably requested by the Seller or by the
                  underwriter with respect to any public offering, shall agree
                  not to sell, make any short sale of, loan, grant any options
                  for the purchase of, or otherwise dispose of any Registrable
                  Shares (other than those included in the registration) without
                  the prior written consent of the Seller or such underwriters,
                  as the case may be, for such period of time (not to exceed one
                  hundred eighty (180) days), from the effective date of such
                  registration statement, or the commencement of the offering,
                  as applicable, as may be requested by the underwriters,
                  provided that all other holders of the class of securities
                  being registered shall make the same agreements as those
                  required to be made by the Purchaser under this Article 3.2A.

            B.    The Purchaser shall promptly provide the Seller with such
                  non-confidential and non-proprietary information as it shall
                  reasonably request and that is available to the Purchaser in
                  order to prepare the registration statement.

            C.    All reasonable and necessary expenses in connection with the
                  preparation of the registration statement, including, without
                  limitation, any and all legal, accounting and filing fees, but
                  not including fees and disbursements of experts and counsel
                  retained by the Purchaser or underwriting discounts and
                  commissions to be paid by the Purchaser, shall be borne by the
                  Seller.

            D.    The Seller shall use its best efforts to effect such
                  registration permitting the sale of such Registrable Shares in
                  accordance with the intended method or methods of distribution
                  thereof, and pursuant thereto, the Seller shall as
                  expeditiously as possible:

                  a.    prepare and file with the SEC a registration statement
                        relating to the applicable registration on any
                        appropriate form under the Securities Act, which form
                        shall be available for the sale of the Registrable
                        Shares in accordance with the intended method or methods
                        of distribution thereof and use its best efforts to
                        cause such registration statement to become effective
                        and keep such registration statement effective in
                        accordance with this Article 3.2;

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                  b.    prepare and file with the SEC such amendments and
                        post-effective amendments to the registration statement
                        as may be necessary to keep the registration effective
                        until all such Registrable Shares are sold; cause the
                        prospectus to be supplemented by any required prospectus
                        supplement, and as so supplemented to be filed pursuant
                        to Rule 424 under the Securities Act; and comply with
                        the provisions of the Securities Act with respect to the
                        disposition of all securities covered by such
                        registration statement during the applicable period in
                        accordance with the intended method or methods of
                        distribution by the sellers thereof as set forth in such
                        registration statement or supplement to the prospectus;
                        provided, however that the Seller may, from time to
                        time, request that the Purchaser immediately discontinue
                        the disposition of the Registrable Shares if the Seller
                        determines, in the good faith exercise of its reasonable
                        business judgment, that the offering and disposition of
                        the Registrable Shares could materially interfere with
                        bona fide financing, acquisition or other material
                        business plans of the Seller or would require disclosure
                        of non-public information, the premature disclosure of
                        which could materially adversely affect the Seller (it
                        being acknowledged that the Seller is not required to
                        disclose in such request any such transaction, plan or
                        non-public information), so long as the Seller promptly
                        after the disclosure of such transaction, plan or
                        non-public information complies with this Article
                        3.2D(b);

                  c.    notify the Purchaser and the underwriter, if any,
                        promptly, and (if requested by any such person) confirm
                        such advice in writing, (A) when the prospectus or any
                        prospectus supplement or post-effective amendment has
                        been filed, and, with respect to the registration
                        statement or any post-effective amendment thereto, when
                        the same has become effective, (B) of any request by the
                        SEC for amendments or supplements to the registration
                        statement or the prospectus or for additional
                        information, (C) of the issuance by the SEC of any stop
                        order suspending the effectiveness of the registration
                        statement or the initiation of any proceedings for that
                        purpose, (D) of the receipt by the Seller of any
                        notification with respect to the suspension of the
                        qualification of the Registrable Shares for sale in any
                        jurisdiction or the initiation of any proceedings for
                        such purpose and (E) subject to the proviso below, of
                        the happening of any event as a result of which the
                        prospectus included in such registration statement, as
                        then in effect, includes an untrue statement of a
                        material fact or omits to state a material fact required
                        to be stated therein or necessary to make the statements
                        therein not misleading in light of the circumstances
                        then


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                        existing and, subject to Article 3.2D(b) above, at the
                        request of any such person, prepare and furnish to such
                        person a reasonable number of copies of a supplement to
                        or an amendment of such prospectus as may be necessary
                        so that, as thereafter delivered to the purchasers of
                        such shares, such prospectus shall not include an untrue
                        statement of a material fact or omit to state a material
                        fact required to be stated therein or necessary to make
                        the statements therein not misleading in light of the
                        circumstances then existing; provided, however, the
                        Seller need not disclose the event if it otherwise has
                        not disclosed such event to the public;

                  d.    if requested by the underwriter or the Purchaser,
                        promptly incorporate in a prospectus supplement or
                        post-effective amendment such information as the
                        underwriter and the Purchaser agree should be included
                        therein relating to the plan of distribution with
                        respect to such Registrable Shares, including, without
                        limitation, the purchase price being paid therefor by
                        such underwriters and with respect to any other terms of
                        the underwritten offering of the Registrable Shares to
                        be sold in such offering; and make all required filings
                        of such prospectus supplements or post-effective
                        amendments as soon as notified of the matters to be
                        incorporated in such prospectus supplements or
                        post-effective amendments;

                  e.    deliver to the Purchaser and the underwriters, if any,
                        without charge, as many copies of the prospectus
                        (including each preliminary prospectus) in conformity
                        with the requirement of the Securities Act and any
                        amendments or supplements thereto as such persons may
                        reasonably request and such other documents as they may
                        reasonably request to facilitate the prior sale or other
                        disposition of such Registrable Shares;

                  f.    prior to any public offering of Registrable Shares,
                        register or qualify or cooperate with the Purchaser, or
                        the underwriters, if any, in connection with the
                        registration or qualification of such Registrable Shares
                        for offer and sale under the securities or state
                        securities laws of such jurisdictions as the Purchaser
                        or underwriters, if any, reasonably requests in writing
                        and do any and all other acts or things necessary or
                        advisable to enable the disposition in such
                        jurisdictions of the Registrable Shares covered by the
                        registration statement; provided, however, that the
                        Seller shall not be required to qualify to do business
                        in any jurisdiction where it is not then so qualified or
                        to take any action that would subject it to general
                        service of process in any such jurisdiction


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                        where it is not then so subject or would subject the
                        Seller to any tax in any such jurisdiction where it is
                        not then so subject; and

            E.    Notwithstanding the provisions of this Article 3 to the
                  contrary, the Seller:

                  a.    may require the Purchaser to furnish to the Seller such
                        information regarding the distribution of such
                        securities as the Seller may from time to time
                        reasonably request in writing, and the Seller may limit
                        such registration rights to situations where a proposed
                        distribution of Registrable Shares is to be effected
                        forthwith upon the effectiveness of the registration
                        statement; and

                  b.    The undersigned will covenant that the Purchaser has not
                        taken, and will not take, directly, or indirectly, any
                        action designed, or which might reasonably be expected,
                        to cause or result in, under the Securities Exchange Act
                        or otherwise, or which has caused or resulted in,
                        stabilization or manipulation of the price of any
                        security of the Seller to facilitate the sale or resale
                        of the Registrable Shares.

            F.    Indemnification.

                  a.    In the event of a registration or qualification of any
                        Registrable Shares under the Securities Act pursuant to
                        the provisions of this Article 3, the Seller shall
                        indemnify and hold harmless the Purchaser, the officers
                        and directors of the Purchaser and each director or
                        officer of any person or entity who controls the
                        Purchaser, each underwriter of such Registrable Shares
                        and each other person or entity who controls the
                        Purchaser or such underwriter within the meaning of the
                        Securities Act (collectively, the "Indemnitees"), from
                        and against any and all losses, claims, damages or
                        liabilities, joint or several, to which any of the
                        Indemnitees, joint or several, may become subject under
                        the Securities Act or the applicable securities laws or
                        otherwise, insofar as such losses, claims, damages or
                        liabilities (or actions in respect thereof) arise out of
                        or are based upon:

                        (1)   (x) any untrue statement or alleged untrue
                              statement of any material fact contained in any
                              registration statement under which such
                              Registrable Shares were registered or qualified
                              under the Securities Act, or any amendment or
                              supplement thereto, any preliminary prospectus or
                              final prospectus contained therein, or any
                              supplement thereto, or any document prepared
                              and/or furnished


                                     - 12 -
<PAGE>
                              to the Purchaser incident to the registration or
                              qualification on any Registrable Shares, or

                              (y) the omission or alleged omission to state in
                              any registration statement a material fact
                              required to be stated therein or necessary to make
                              the statements therein not misleading or, with
                              respect to any prospectus, necessary to make the
                              statements therein, in light of the circumstances
                              under which they were made, not misleading, or

                              (z) any violation by the Seller of the Securities
                              Act or state securities or "blue sky" laws
                              applicable to the Seller and relating to action or
                              inaction required of the Seller, in connection
                              with such registration or qualification under such
                              state securities or "blue sky" laws, and in each
                              case shall reimburse the Indemnitees for any legal
                              or other expenses reasonably incurred by such
                              Indemnitees in connection with investigating or
                              defending any such loss, claim, damage or
                              liability (or action in respect thereof);
                              provided, however, that the Seller shall not be
                              liable in any such case to the extent that any
                              such loss, claim, damage or liability (or action
                              in respect thereof) arises out of or is based upon
                              an untrue statement or alleged untrue statement or
                              omission or alleged omission made in such
                              registration statement in reliance upon and in
                              conformity with information furnished to the
                              Seller through an instrument duly executed by such
                              Indemnitees; and provided further, that the Seller
                              shall not be liable in any such case to the extent
                              that any such loss, claim, damage or liability
                              (or action in respect thereof) arises out of or is
                              based upon an untrue statement or alleged untrue
                              statement or omission or alleged omission in such
                              registration statement, which untrue statement or
                              alleged untrue statement or omission or alleged
                              omission is completely corrected in an amendment
                              or supplement to the registration statement and
                              such the Indemnitee thereafter fails to deliver or
                              cause to be delivered such registration statement
                              as so amended or supplemented prior to or
                              concurrently with the sale of the Registrable
                              Shares to the person asserting


                                     - 13 -
<PAGE>
                              such loss, claim, damage or liability (or actions
                              in respect thereof) or expense after the Seller
                              has furnished the Purchaser with the same.

                  b.    In the event of the registration or qualification of any
                        Registrable Shares under the Securities Act pursuant to
                        the provisions of this Article 3, the Purchaser shall
                        indemnify and hold harmless the Seller, each person who
                        controls the Seller within the meaning of the Securities
                        Act, each officer and director of the Seller and any
                        other selling holder from and against any losses,
                        claims, damages or liabilities to which the Seller, such
                        controlling person, any such officer or director or any
                        other selling holder may become subject under the
                        Securities Act or the applicable securities laws or
                        otherwise, insofar as such losses, claims, damages or
                        liabilities (or actions in respect thereof) arise out of
                        or are based upon (x) any untrue statement or alleged
                        untrue statement of any material fact contained in any
                        registration statement under which such Registrable
                        Shares were registered or qualified under the Securities
                        Act, or any amendment or supplement thereto, or (y) the
                        omission or alleged omission to state therein a material
                        fact required to be stated therein or necessary to make
                        the statements therein not misleading, which untrue
                        statement or alleged untrue statement or omission or
                        alleged omission was made therein in reliance upon and
                        in conformity with written information furnished to the
                        Seller through an instrument duly executed by the
                        Purchaser specifically for use in preparation thereof,
                        and in each case shall reimburse the Seller, such
                        controlling person, each such officer or director and
                        any other selling holder for any legal or other expenses
                        reasonably incurred by them in connection with
                        investigating or defending any such loss, claim, damage
                        or liability (or action in respect thereof).

                  c.    Promptly after receipt by a person entitled to
                        indemnification under this Article 3.2F (an "Indemnified
                        Party") of notice of the commencement of any action or
                        claim relating to any registration statement filed under
                        the provisions of this Article 3 or as to which
                        indemnity may be sought hereunder, such Indemnified
                        Party shall, if a claim for indemnification hereunder in
                        respect thereof is to be made against any other party
                        hereto (an "Indemnifying Party"), give written notice to
                        such Indemnifying Party of the commencement of such
                        action or claim, but the omission so to notify the
                        Indemnifying Party will not relieve such person from any
                        liability that such person may have to any Indemnified
                        Party otherwise than pursuant to the provisions of this
                        Article 3.2F and shall also not relieve the Indemnifying
                        Party of such party's


                                     - 14 -
<PAGE>
                        obligations under this Article 3.2F, except to the
                        extent that the omission so to notify results in the
                        Indemnifying Party being damaged solely as a result of
                        the failure to give timely notice. In case any such
                        action is brought against an Indemnified Party, and such
                        party notifies an Indemnifying Party of the commencement
                        thereof, the Indemnifying Party shall be entitled (at
                        such party's own expense) to participate in and, to the
                        extent that the Indemnifying Party may wish, jointly
                        with any other Indemnifying Party similarly notified, to
                        assume the defense, with counsel satisfactory to such
                        Indemnified Party, of such action and/or to settle such
                        action and, after notice from the Indemnifying Party to
                        such Indemnified Party of its election so to assume the
                        defense thereof, the Indemnifying Party shall not be
                        liable to such Indemnified Party for any legal or other
                        expenses subsequently incurred by such Indemnified Party
                        in connection with the defense thereof, other than the
                        reasonable cost of investigation; provided, however,
                        that no Indemnifying Party and no Indemnified Party
                        shall enter into any settlement agreement that would
                        impose any liability on such other party or parties
                        without the prior written consent of such other party or
                        parties, unless such other party or parties are fully
                        indemnified to such party's satisfaction, as the case
                        may be, against any such liability.

                  d.    If for any reason the indemnification provided for in
                        this Article 3 is unavailable to an Indemnified Party or
                        is insufficient to hold it harmless as contemplated by
                        this Article 3, then the Indemnifying Party shall
                        contribute to the amount paid or payable by the
                        Indemnified Party as a result of such loss, claim,
                        damage, liability or action in such proportion as is
                        appropriate to reflect to only the relative benefits
                        received by the Indemnified Party and the Indemnifying
                        Party, but also the relative fault of the Indemnified
                        Party and the Indemnifying Party, as well as any other
                        relevant equitable considerations. No person guilty of
                        fraudulent misrepresentation (within the meaning of
                        Section 11(f) of the Securities Act) shall be entitled
                        to contribution from any person who was not guilty of
                        such fraudulent misrepresentation.

                                   ARTICLE IV
                                  MISCELLANEOUS

      4.1.  No Waiver; Cumulative Remedies. No failure or delay on the part of
            any party to this Agreement in exercising any right, power or remedy
            hereunder shall operate as a waiver thereof; nor shall any single or
            partial exercise of any such right, power or remedy preclude any
            other or further exercise thereof or the exercise of


                                     - 15 -
<PAGE>
            any other right, power or remedy hereunder. The remedies herein
            provided are cumulative and not exclusive of any remedies provided
            by law.

      4.2.  Amendments, Waivers and Consents. Any provision in the Agreement to
            the contrary notwithstanding, and except as hereinafter provided,
            changes in, termination or amendments of or additions to this
            Agreement may be made, and compliance with any covenant or provision
            set forth herein may be omitted or waived, if the Seller shall
            obtain consent thereto in writing from the Purchaser. Any waiver or
            consent may be given subject to satisfaction of conditions stated
            therein and any waiver or consent shall be effective only in the
            specific instance and for the specific purpose for which given.

      4.3.  Addresses for Notices. All notices, requests, demands and other
            communications provided for hereunder shall be in writing (including
            telegraphic communication) and mailed, telegraphed or delivered to
            each applicable party at the address set forth herein or at such
            other address as to which such party may inform the other parties in
            writing in compliance with the terms of this Article. All such
            notices, requests, demands and other communications shall be
            considered to be effective when delivered.

      4.4.  Costs, Expenses and Taxes. The Seller shall pay any and all stamp,
            or other similar taxes payable or determined to be payable in
            connection with the execution and delivery of this Agreement , the
            issuance of any securities and the other instruments and documents
            to be delivered hereunder or thereunder (other than taxes on the
            Purchaser's income), and agrees to save the Purchaser harmless from
            and against any and all liabilities with respect to or resulting
            from any delay in paying or omission to pay such taxes.

      4.5.  Effectiveness; Binding Effect; Assignment. This Agreement shall be
            binding upon and inure to the benefit of the Seller and the
            Purchaser and their respective successors and assigns; provided,
            that, the Seller may not assign any of its rights or obligations
            under this Agreement without the prior written consent of the
            Purchaser. The Purchaser may assign all or any part of its rights
            and obligations hereunder to any person who acquires any Shares
            owned by the Seller subject to the conditions of this Agreement and
            the assumption by the assignee of any obligations relating to the
            rights assigned.

      4.6.  Prior Agreements. This Agreement and other documents executed and
            delivered in connection herewith constitute the entire agreement
            between the parties and supersede any prior understandings or
            agreements concerning the subject matter hereof.

      4.7.  Severability. The provisions of this Agreement are severable and, in
            the event that any court of competent jurisdiction shall determine
            that any one or more of the provisions or part of a provision
            contained herein shall, for any reason, be held


                                     - 16 -
<PAGE>
            to be invalid, illegal or unenforceable in any respect, such
            invalidity, illegality or unenforceability shall not affect any
            other provision or part of a provision of the Agreement and the
            terms of the Shares shall be reformed and construed as if such
            invalid or illegal or unenforceable provision, or part of a
            provision, had never been contained herein, and such provisions or
            part reformed so that it would be valid, legal and enforceable to
            the maximum extent possible.

      4.8.  Governing Law; Venue.

            A.    This Agreement shall be enforced, governed and construed in
                  accordance with the laws of New York without giving effect to
                  choice of laws principles or conflict of laws provisions. Any
                  suit, action or proceeding pertaining to this Agreement or any
                  transaction relating hereto shall be brought to the courts of
                  New York in New York, United States of America, and the
                  undersigned hereby irrevocably consents and submits to the
                  jurisdiction of such courts for the purpose of any such suit,
                  action, or proceeding. The parties acknowledges and agrees
                  that venue hereunder shall lie exclusively in New York, United
                  States of America.

            B.    Seller hereby waives, and agrees not to assert against the
                  Purchaser, or any successor assignee thereof, by way of
                  motion, as a defense, or otherwise, in any such suit, action
                  or proceeding, (i) any claim that the Seller is not personally
                  subject to the jurisdiction of the above-named courts, and
                  (ii) to the extent permitted by applicable law, any claim that
                  such suit, action or proceeding is brought in an inconvenient
                  forum or that the venue of any such suit, action or proceeding
                  is improper or that this Agreement may not be enforced in or
                  by such courts.

      4.9.  Headings. Article, section and subsection headings in this Agreement
            are included herein for convenience of reference only and shall not
            constitute a part of this Agreement for any other purpose.

      4.10. Survival of Representations and Warranties. All representations and
            warranties made in the Agreement, the Shares, or any other
            instrument or document delivered in connection herewith or
            therewith, shall survive the execution and delivery hereof or
            thereof.

      4.11. Counterparts. This Agreement may be executed in any number of
            counterparts, all of which taken together shall constitute one and
            the same instrument, and any of the parties hereto may execute this
            Agreement by signing any such counterpart.

      4.12. Further Assurances. From and after the date of this Agreement, upon
            the request of the Seller or the Purchaser, the Seller and the
            Purchaser shall execute and deliver such instruments, documents and
            other writings as may be reasonably


                                     - 17 -
<PAGE>
            necessary or desirable to confirm and carry out and to effectuate
            fully the intent and purposes of the Agreement and the Shares.

                            [SIGNATURE PAGE FOLLOWS]



                                     - 18 -
<PAGE>
      IN WITNESS WHEREOF, the parties hereto have caused this Stock Purchase
Agreement to be executed as of the date first above written.


                                    KID CASTLE EDUCATIONAL CORPORATION



                                    By:          Wang Kuo An
                                         --------------------------------
                                         Name: Wang Kuo An
                                         Title:   Director



                                    GLOBE WISDOM INVESTMENTS LIMITED



                                    By:          Wu Tsung-huang
                                         --------------------------------
                                         Name: Wu Tsung-huang
                                         Title:   Director




                                     - 19 -