This
      Promissory Note has not been registered under the Securities Act of 1933 or
      any
      state securities laws. This Promissory Note may not be sold, assigned, or
      otherwise negotiated to any person unless pursuant to an effective registration
      statement filed under the Securities Act of 1933 and applicable state securities
      laws.

    


    


    PROMISSORY
      NOTE

    


    


    
      	
              $107,680

            	
              Issue
                Date: December 28, 2006

            


    

    


    This
      Promissory Note (“Note”) is made by Kid Castle Educational Corporation
      (“Borrower”) in favor of Suang-Yi Pai (“Lender”).

    


    1.  Payment.
      Borrower promises to pay only to Lender in immediately available funds the
      principal amount of $107,680, together with interest on the unpaid principal
      amount from the date of this Note until the date of payment. The due date is
      December 27, 2007, at which time the unpaid principal amount, together with
      accrued interest, is due in its entirety. 

     

    2.  Interest
      Rate.
      Borrower will pay interest on the unpaid principal amount at an annual rate
      of
      7%. Interest will be computed on the basis of the number of days elapsed in
      the
      year.

     

    3.  Place
      of Payments.
      All
      payments under this Note will be made to Lender at the address that Lender
      may
      designate by notice to Borrower.

     

    4.  Application
      of Payments.
      All
      payments under this Note will apply first to any costs and expenses due to
      Lender, then to accrued interest to date of payment, and then to the unpaid
      principal amount.

     

    5.  Prepayments.
      Borrower may prepay a part or all of the unpaid principal amount at any time.
      Excess payments or prepayments will not be credited as future scheduled payments
      required by this Note.

     

    6.  Events
      of Default.
      Each of
      the following is an event of default under this Note:

     

    6.1  Borrower
      fails to make any payment required by this Note within 30 days after the payment
      is due; 

     

    6.2  Borrower
      voluntarily dissolves or ceases to exist, or any final and nonappealable order
      or judgment is entered against Borrower ordering its dissolution; 

     

    6.3  Borrower
      fails to pay, becomes insolvent or unable to pay, or admits in writing an
      inability to pay Borrower’s debts as they become due, or makes a general
      assignment for the benefit of creditors; and

     

    6.4  a
      proceeding with respect to Borrower is commenced under any applicable law for
      the benefit of creditors, including but not limited to any bankruptcy or
      insolvency law, or an order for the appointment of a receiver, liquidator,
      trustee, custodian, or other officer having similar powers over Borrower is
      entered.

     

    
      
         

      

      
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    7.  Remedies.
      On and
      after an event of default under this Note, Lender may exercise the following
      remedies, which are cumulative and which may be exercised singularly or
      concurrently:

     

    7.1  upon
      notice to Borrower, the right to accelerate the due dates under this Note so
      that the unpaid principal amount, together with accrued interest, is immediately
      due in its entirety;

     

    7.2  any
      remedy available to Lender under any agreement guaranteeing or securing the
      performance of any of the obligations of Borrower under this Note or any of
      the
      obligations of any guarantor of this Note; and

     

    7.3  any
      other
      remedy available to Lender at law or in equity.

     

    8.  Time
      of Essence.
      Time is
      of the essence with respect to all dates and time periods in this
      Note.

     

    9.  Amendment.
      This
      Note may be amended only by a written document signed by the party against
      whom
      enforcement is sought.

     

    10.  Waiver.

     

    10.1  Borrower
      waives demand, presentment for payment, notice of dishonor or nonpayment,
      protest, notice of protest, and lack of diligence in collection, and agrees
      that
      Lender may extend or postpone the due date of any payment required by this
      Note
      without affecting Borrower’s liability.

     

    10.2  No
      waiver
      will be binding on Lender unless it is in writing and signed by Lender. Lender’s
      waiver of a breach of a provision of this Note will not be a waiver of any
      other
      provision or a waiver of a subsequent breach of the same provision.

     

    11.  Severability.
      If a
      provision of this Note is determined to be unenforceable in any respect, the
      enforceability of the provision in any other respect and of the remaining
      provisions of this Note will not be impaired.

     

    12.  Governing
      Law.
      This
      Note is governed by the laws of the State of Florida, without giving effect
      to
      any conflict-of-law principle that would cause the laws of any other
      jurisdiction to apply.

     

    13.  Costs
      and Expenses.
      If an
      event of default under this Note occurs and Lender does not institute any
      arbitration or litigation, Borrower will pay to Lender, upon Lender’s demand,
      all reasonable costs and expenses, including but not limited to attorney’s fees
      and collection fees, incurred by Lender in attempting to collect the
      indebtedness evidenced by this Note.

     

    
      	 	 	 
	 	Borrower:
	 	 
	 	KID CASTLE EDUCATIONAL CORPORATION

	 
 	 
 	 
 
	 	  	/s/ Min-Tan
              Yang 
	 	
            	
              
 
	 	By:  
              	Min-Tan Yang 
	 	Its:	Chief Executive
              Officer


    

     

    
      
         

      

      
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