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                                  EXHIBIT 10.22

                      REGULATION S STOCK PURCHASE AGREEMENT

                              Dated October 1, 2002

                                       for

                       KID CASTLE EDUCATIONAL CORPORATION

                                  COMMON STOCK

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                      REGULATION S STOCK PURCHASE AGREEMENT

         Regulation S Stock Purchase Agreement ("Agreement"), dated as of
October 1, 2002 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"), and Concourse Financial, Inc., a Taiwan company,
having an address at Suite 118, 4F, No. 200, Sec. 2, Leelung Road, Taipei, 6
R.O.C. Taiwan (the "Purchaser").

         WHEREAS, Seller desires to sell to Purchaser up to 6,000,000 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, up to 6,000,000 Shares of the Seller at $1.00 price per
                  share (the "Purchase Price") or $6,000,000, in the aggregate
                  (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 on or before October 1, 2003 (the
                  "Expiration Date"). Notwithstanding anything to the contrary
                  contained herein, if the Seller shall not have received funds
                  totaling the Aggregate Purchase Price prior to the Expiration
                  Date, Purchaser's subscription for the Shares shall be
                  cancelled, this Agreement shall be null and void, and Seller
                  shall have no obligations and the Purchaser no rights
                  whatsoever hereunder. Share certificate(s) shall not be
                  released or delivered until Seller has received the Purchase
                  Price for such Shares.

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         1.3.     Delivery of Purchase Notice. [Intentionally left blank]

         1.4.     Representations by the Purchaser. The Purchaser makes the
                  following representations and warranties to the Seller:

                  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").

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                  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 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;

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

                                    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

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                                    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.

                           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

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                                             REGISTRATION UNDER THE SECURITIES
                                             ACT, OR PURSUANT TO AVAILABLE
                                             EXEMPTION FROM REGISTRATION.
                                             HEDGING TRANSACTIONS MAY 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

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                  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)
                  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 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 Registrations.

                  A.       If, at any time after the first anniversary 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,

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                           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 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.

         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.

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                  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;

                           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);

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                           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 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;

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                           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 blue
                                    sky 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 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

                                     - 11 -

<PAGE>

                                    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 (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 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

                                     - 12 -

<PAGE>

                                    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 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

                                     - 13 -

<PAGE>

                                    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 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.

                                     - 14 -

<PAGE>

                                   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 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.

                                     - 15 -

<PAGE>

         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
                  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.

                                     - 16 -

<PAGE>

         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 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]

                                     - 17 -
<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:   /s/  Chien Hwa Liu
                                        ---------------------------------------
                                        Name: Chien Hwa Liu
                                        Title: Chairman

                                    CONCOURSE FINANCIAL, INC.

                                    By:   /s/ Chiu Chi-Yuan
                                        ---------------------------------------
                                        Name: Chiu Chi-Yuan
                                        Title: Managing Director

                                     - 18 -

<PAGE>

                                    EXHIBIT A

                        Transferee Representation Letter

                                     - 19 -