<PAGE>

                                                                    Exhibit 10.7

                             ACKNOWLEDGEMENT OF LOAN

To Kid Castle Internet Technology Corporation

As Your Company applies for credit line, we approve the amount and the
conditions as follows:

<TABLE>
<CAPTION>
                                                           Maturity
Financing          Financing       Acknowledgement        period of
  Type               Amount          conditions              loan           Interest rate
  ----               ------          ----------              ----           -------------
<S>                <C>           <C>                      <C>             <C>
                                  Promissory notes in
                                 installments of three    3 years
                                    years; plus 30%
   Mid-term           $15         notes of franchise                       Base rate of the
loan (Single)       million         royalty for                              Bank + 2.29%
                                    compensation                          (current rate is 6%)
                                    reservation
                  ---------
    Total           $ 15
                   million
                  ---------
</TABLE>

Note:

International Bank of Taipei   Local center of Corporate financing in Ching Mei

Date: January 28, 2005

                                       1
<PAGE>

                             ACKNOWLEDGEMENT OF LOAN

To Kid Castle Internet Technology Corporation

As Your Company applies for credit line, we approve the amount and the
conditions as follows:

<TABLE>
<CAPTION>
Financing         Financing       Acknowledgement           Maturity
   Type            Amount           conditions           period of loan       Interest rate
   ----            ------           ----------           --------------       -------------
<C>              <C>             <C>                     <C>                 <C>
                                  Promissory note                            Base rate of the
 General                             due on the              1 year            Bank + 1.24%
   loan          $5 million      expiration of the                           (current rate is
 (Single)                             loan                                      4.75%)
                 ----------
  Total          $5 million
                 ----------
</TABLE>

Note: Management fee for collection of payment $3,000

International Bank of Taipei   Local center of Corporate financing in Ching Mei

Date: April 5, 2004

                                       2
<PAGE>

International Bank of Taipei General Credit Line and Facility Agreement

      The undersigned (hereinafter referred to as "the Contractor"), along with
the joint guarantor (hereinafter referred to as "the Guarantor") applies for
credit line with International Bank of Taipei Co., Ltd., that is, International
Bank of Taipei (including the head office and its affiliates; hereinafter
referred to as "the Bank") and promises that all transactions between the
Contractor and the Bank are subject to the terms and conditions of the following
Agreement:

A: General Terms and Conditions

Article 1 (The Scope of Indebtedness) FIFTY MILLION NT Dollars.

          Indebtedness or all indebtednesses mentioned in the Agreement refer to
          liabilities incurred by the Contractor from notes, loans, guaranty,
          advance payment, overdrawn, discount, acceptance, entrust guaranty,
          opening letters of Credit, outward bill purchased accounts receivable
          factoring, credit card consumption and any other liabilities on the
          basis of basic legal relations of business with the Bank, including
          interest, delay interest, penalties, damages and related expenses.

          The Contractor has reviewed Article 1 for a reasonable period and
          agrees and stamps seals of the Contractor as following:

          (stamp)

Article 2 (Notification of Changes and Delivery)

          In case of changes of name, organization, articles of incorporation,
          stamp specimen, representative person, the authority of representative
          of the Contractor or other conditions that may affect the benefits of
          the Bank, the Contractor shall immediately notify the Bank of such
          change in writing and file an application with the Bank for change or
          withdrawal of the original stamp specimen. The Contractor agrees to be
          held fully responsible for transactions before the aforementioned
          change or withdrawal with the Bank and to pay damages if loss of the
          Bank is incurred.

          Upon change of the address or the business address of the Contractor,
          the Contractor shall notify the Bank in writing. If the Contractor do
          not notify the Bank, the relevant notifications from the Bank shall be
          deemed to have been delivered to the Contractor after the relevant
          document has been

                                       3
<PAGE>

          delivered to the last notified address or the business address of the
          Contractor and normal mailing period has elapsed.

Article 3 (Joint Liability)

          In the event that the Contractor joins with other obligators to borrow
          funds from the Bank by signing written agreements or issuing invoices,
          the funds shall be deemed to have been appropriated to the Contractor
          even if the Bank appropriates the funds only to another obligator who
          joins with the Contractor in signing written agreements or issuing
          invoices, under which circumstance, the Contractor still recognizes
          its debt obligations and is willing to be held jointly responsible for
          repayments.

Article 4 (Interest and penalty)

          Interest on all the debts of the Contractor to the Bank shall be
          calculated according to the interest rate stipulated in the loan
          approval notification and paid by month, unless otherwise stipulated.

          Unless otherwise stipulated, interest shall be calculated by the base
          interest rate, posted by the Bank on the day the liability is
          incurred, plus a 5% annual interest rate.

          If the Contractor fails to pay interest timely or repay the principal,
          the penalty is calculated in the following manner: Delay for no more
          than six months, the agreed interest rate x 10%. Delay for over six
          months, the agreed interest rate x 20%.

Article 5 (Acceleration Clause)

          1.  In the event that any of the following circumstances occurs to all
              debts borne by the Contractor to the Bank, the Bank may, without
              prior notification, reduce the payment of the credit line, shorten
              the credit period, or regard all principal and interest as due
              from time to time.

          (1)  The Contractor fails to repay any debt as agreed or repay the
               principal.

          (2)  The Contractor files the petition for settlement in accordance
               with Bankruptcy law, bankruptcy, re-organization under the
               Company Law; is declared by the clearinghouse to be suspended as
               a dishonored account; ceases business operations; or commences
               liquidation.

          (3)  The Contractor fails to provide guaranties under the Agreement.

          (4)  The Contractor's heir declares limited succession or gives up
               succession due to death of the Contractor.

          (5)  Main properties of the Contractor are declared confiscated due to

                                       4
<PAGE>

               criminal charges.

          2.  In the event of any of the following circumstances occurs to all
              debts born by the Contractor to the Bank, the Bank may, with prior
              notification, reduce the payment of the credit line, shorten the
              credit period, or regard all principal and interest as due.

          (1)  The Contractor fails to pay interest in relation to any debt.

          (2)  Collateral is attached, lost, devaluated or is insufficient to
               warrant the credit.

          (3)  The actual use of loans that the Contractor owes to the Bank is
               not consistent with the purpose approved by the Bank or is not
               used appropriately.

          (4)  The Contractor is subject to compulsory execution, provisional
               detention, provisional disposition, or other injunctions, which
               lead to the danger that the debts of the Bank may not be paid.

          (5)  Merger with others.

          3.  If the representation of and information provided by the
              Contractor and Guarantor, when transacting with the Bank, is false
              or dishonest, such as hiding information, if the Contractor and
              Guarantor violate agreements or promises, or if there is other
              objective bad action such that the Bank has to protect its own
              interest, the Bank may, without prior notice, reduce the payment
              of the credit line, shorten the credit period, or regard all
              principal and interest as due.

Article 6 (Exercise of Right to Offset against Immature Debts.)

          The Contractor and Guarantor understand that the Bank is entitled to
          offset all deposits of the Contractor and Guarantor in the Bank and
          all immature credits that the Contractor and Guarantor have against
          the Bank to pay off the Contractor's and the Guarantor's indebtedness
          to the Bank, irrespective of whether the indebtedness is due or not.
          Meanwhile, the deposit slips, account books, checks or other
          certificates issued by the Bank to the Contractor or the Guarantor
          shall become void within the scope of offset. The Bank shall not
          exercise its right to offset under any of the following three
          circumstances:

          1.  Prohibited by laws;

          2.  Otherwise agreed to by the parties hereto; or

          3.  The Bank makes payment to the Contractor due to management without
              obligation or trust by a third party because of transactions.

                                       5
<PAGE>

Article 7 (Mortgage Disposal and Offset)

          For all debts borne by the Contractor to the Bank, in the event that
          the repayment proposed by the Contractor is insufficient to repay all
          indebtedness of the Contractor, the Bank may directly dispose of the
          mortgage and the indebtedness will be offset in the order specified by
          law. But if the offset order stipulated by the Bank is more favorable
          to the Contractor, it shall be followed.

Article 8 (Supervision, Audit, Review and Provision of Information)

          The Contractor, its legal representative and the Guarantor are willing
          to accept inspection for use of the credit, auditing of the operating
          property and inspection of collateral, and review of relevant account
          books, reports (including consolidated financial statement of
          affiliates), bills, and documents by the Bank from time to time. If
          the Bank deems it necessary, the Bank may request the Contractor to
          complete and submit the aforementioned credit information within the
          time limit or provide accounting & financial statements audited by
          Certified Public Accountant recognized by the Bank and contact the CPA
          to provide working sheets. If the Bank deems the financial reports and
          other documents provided by the Contractor to be false, upon
          notification by the Bank, the Contractor will be deemed to be the
          default party. Nevertheless, it is not the Bank's obligation to
          conduct such supervision, auditing and review.

          If the Bank considers the Contractor's financial structure to be
          improved, the Bank may request the Contractor to undertake
          improvements in the financial structure, and the Contractor must
          follow the instructions from the Bank.

          The Contractor is willing to accept that if it is necessary and if the
          specific objectives are specified in the Bank's or the Joint Credit
          Information Center's (JCIC) registered business scope or business
          items specified in its articles of incorporation, the Bank and JCIC
          may collect, process by computer, and utilize the Contractor's
          financial or tax information . The Contractor is also willing to
          accept that its CPA send a copy of the audit report of credit to JCIC
          to record the files.

Article 9 (Acknowledge of Defects, Damages, Loss of Instruments or Debt Notes)

          In the event that instruments, debts signed, endorsed, accepted and
          guaranteed by the Contractor and certificates of obligation relating
          to all other debts owed to the Bank are damaged or lost due to
          incidents, force

                                       6
<PAGE>

          majeure or reasons that are not attributed to the Bank, or documents
          of obligation such as debit notes are altered without gross diligence
          of the Bank, the Contractor is willing to acknowledge and accept all
          records in account books, vouchers, documents produced via computer,
          photocopies and reduced edition of correspondence of the Bank unless
          the Contractor can actually prove there is any mistake in the
          aforesaid books and documents which the Bank shall correct. The
          Contractor shall pay off all expenses, penalties, principal and
          interest surrounding debts that are due or furnish instruments, debit
          notes or other documents of obligations prior to maturity of the debts
          as required by the Bank.

Article 10 (Return and Replacement of Collaterals and Certificates)

          Those who hold the receipt or custody certificate of collateral that
          is issued by the Bank to the Contractor, or who hold the bankbook,
          registered stamp of the Contractor, collection document signed by the
          Contractor come to the Bank to ask return or replace the collaterals,
          certificates or other related documents will be treated as the agent
          of the Contractor, and the Bank may approve the return or the
          replacement of collateral.

Article 11 (Change of Guarantor)

          In the event that the Bank, based on stipulations concerning
          acceleration clause in Article 5 of the Agreement, considers it
          necessary to change guarantor due to poor credit records of the
          guarantor, the Contractor shall change the guarantor immediately after
          receiving notice from the Bank. The guaranty liabilities of the
          original guarantor, whether an individual or several persons, shall be
          released upon the Bank's notice after the new guarantor(s) sign(s) the
          guaranty agreement and the consents of the other original guarantors
          have been obtained. However, in the event it is agreed that the new
          guarantor shall not be responsible to guarantee debts occurring prior
          to change of guarantor, the guaranty liabilities of the original
          guarantor can be released only after the main debts occurring prior to
          change of guarantor are fully paid and the procedure of change is
          completed.

Article 12 (Guaranty of the Contractor and the Guarantor)

          If the principal debtor does not perform according to the agreement,
          the Contractor and the Guarantor of the debt are jointly responsible
          for the guaranty stipulated by relevant laws and this Agreement as
          well as the

                                       7
<PAGE>

          following items:

          (1) The Guarantor agrees that before the principal debt which the
              Guarantor has guaranteed is cleared off, if the Guarantor has
              partly satisfied the Bank, to the extent of the performance, the
              Guarantor is subrogated to the claim of the Bank against the
              principal debtor, but the Guarantor shall not exercise it to the
              detriment of the Bank's remaining rights, if the rights are partly
              or completely guaranteed by the guarantor.

          (2) Even though the Bank has not notified the principal debtor or
              filed proceedings for compulsory execution against the property of
              the principal debtor, the Bank may ask the Guarantor to perform
              first.

          (3) The Guarantor's liability is not affected by the death,
              dissolution, change of organization, merger, reorganization,
              change of directors or supervisors, bankruptcy, or reconciliation
              of the principal debtor.

          (4) The Guarantor may, pursuant to Article 754 of the Civil Code, at
              any time terminate the contract by giving notice to the Bank. Not
              until the notice is legally delivered to the Bank does the
              termination come into effect. The guarantor is liable for the
              obligations incurred by the principal debtor before the notice has
              reached the Bank.

          (5) After the Contractor and the Guarantor have completely satisfied
              the Bank, the Contractor and the Guarantor may ask the Bank to
              transfer mortgage or other pledge rights, but the Contractor and
              the Guarantor will not dissent in defects of the mortgage or
              pledge. The Contractor has reviewed Article 12 for a reasonable
              period and agrees and stamps seals of the Contractor as follows:

          (stamp)

Article 13 (Jurisdiction)

          In the event the Contractor or the Guarantor is a foreign individual
          or a foreign legal person, the debts incurred under the Agreement, the
          related legal requirements and validity of each obligation shall be
          governed by the laws of Republic of China.

          The place of performance of the Agreement shall be the place where the
          Bank is located. It is agreed that any law suit in which the
          Contractor or the Guarantor is involved with respect to the Agreement
          shall be filed in Taipei District Court or (intentionally blank)
          district court for the first instance, unless any special provision is
          made on exclusive jurisdiction by law.

                                       8
<PAGE>

Article 14 (Coming into effect)

          This Agreement supplements the general agreement of the loan approval
          notification and has equal legal effect as the documents relevant to
          the Contractor's credit application each time. This Agreement comes
          into effect after the Contractor signs or stamps and then delivers it
          to the Bank.

Article 15 (Stipulations other than this Agreement)

          Beside the stipulations in the Agreement, the Contractor and the
          Guarantor, according to the nature of various loans, will not object
          to the content of the documents which the Contractor signs or provides
          when utilizing the credit scope, such as loan approval notification,
          instruments, application of credit line, overdraft contract, discount
          contract, entrust guarantee contract, application of opening letter of
          credit, general pledge contract, application of outward bill
          purchased, accounts receivable factoring contracts, application of
          international accounts receivable factoring, authorization of
          delivery, etc.

Article 16 (Transactions by fax, electronics, and telephone)

          The Bank may, from time to time, decide by itself whether to allow
          customers to transact by fax, electronics, and telephone according to
          the Bank's relevant stipulations and safety measures. If customers
          decide to employ the aforementioned methods, customers shall
          themselves bear all the relevant risks (including but not limited to
          the risks of breaking down of telecommunication or unauthorized
          transactions), and the Bank is not responsible for any liability.
          Customers are willing to accept that 1. The Bank can accept and trust
          any communication consistent with the safety measures; the Bank can
          deem it as true and authorized; the Bank is not obliged to confirm the
          factuality of the communication. 2. Customers are constrained by the
          content of the communication. The Bank has the right (but no
          obligation) to record the relevant communication, and the recording
          shall be the decisive evidence to relevant transactions, from which
          customers will not dissent.

Article 17 (Other stipulations)

          Transference: The Bank may notify the Contractor (without its consent)
          that the Bank has completely and partly transferred its right, along
          with guaranty, towards the Contractor to a third party, in order to
          make the

                                       9
<PAGE>

          receiver obtain the benefits originally owned by the Bank. The Bank
          may also, without notification to or consent by the Contractor, allow
          a third party to be involved completely or partly in the financing,
          debts, and/or guaranty.

          Language: The Agreement, financing application form, financing
          documents and documents related to guaranty may be made in Chinese or
          in English. If there is any inconsistency between the Chinese and the
          English version, the Chinese version shall supersede.

          None-waiver: The reluctance of the Bank to employ a stipulation in any
          clause in this Agreement shall not be deemed as renouncing the
          stipulation in the putative clause or other clauses. Any renouncement
          by the Bank of any stipulation in this Agreement shall be in writing
          and specified explicitly. Renouncement of one clause does not
          influence the effect of other clauses.

B: Individual Credit Special Clauses

      The Contractor is willing to accept the following stipulations when
employing the following crediting articles:

Article 1 (Application for general working capital loan)

          When the Contract applies for short-term working capital loan, the
          credit fund shall be used for short-term working capital, and shall
          not be changed into long-term use.

Article 2 (Providing bills for crediting)

          1.  The bill provided by the Contractor shall be obtained by the
              Contractor from legal transactions, such as sales of goods, lease,
              or service provision. Bill issuer, endorser, acceptor, and
              guarantor shall pass the credit inquiry by the Contractor, in
              order to assure their credit. The bill shall be acknowledged by
              the Bank and endorsed then delivered to the Bank as the source for
              repayment.

          2.  If the bill, as the Contractor's pledge to loan from the Bank, due
              to delivery or other accidents, is lost or damaged, or if the bill
              is forfeited or altered, so that the bill loses its legal effect,
              the Contractor is willing to repay the bill by the amount
              registered in the Bank's books.

          3.  Except a discount bill, which shall be deposited to the Bank and
              directly collected and offset on the date due, the Contractor is
              willing to entrust the bill to the Bank, and, on the date due,
              authorize the Bank

                                       10
<PAGE>

              to collect and deposit the bill in another ad hoc account "Special
              Allowance Account", which the Bank establishes for the Contractor.
              The Contractor is also willing to accept the following agreements:

          (1) The Contractor authorizes the Bank to draw money from that account
              from time to time to offset any debt born by the Contractor to the
              Bank. This Agreement shall be used as the evidence of
              authorization.

          (2) Without prior consent by the Bank, the Contractor may not use the
              deposit in that account.

Article 3 (Acceptance or guaranty of bills)

          1.  The relevant fees, incurred by the Contractor's asking the bank to
              accept or guarantee the bill, shall be paid upon notification by
              the Bank.

          2.  If the Contractor does not pay on time the money owing under the
              promissory note which the Contractor has signed such that the Bank
              has to make advanced payments, the Contractor shall, from the date
              the Bank must make such advanced payments to the date the Bank is
              satisfied, pay interest, calculated according to the Bank's
              highest NTD loan interest rate, in addition to the penalty
              stipulated by the contract. Delay for no more than six months, the
              penalty shall be the aforementioned interest rate x 0.1. Delay for
              over six months, the penalty shall be the aforementioned interest
              rate x 0.2.

Article 4 (Application for export loans)

          1.  Required documents:

          The Contractor shall submit L/C recognized by the Bank, export
          collection paper, foreign order, export contract, order or contract
          from domestic traders to buy export products, which clearly specifies
          the method or date of payment, and papers such as contracts to export
          cooperatively or to process exporting goods. The amount of loan is
          decided by the Bank directly after reviewing the above papers.

          2.  The Contractor is willing to accept that:

          (1) If the Contractor applies for loan with export L/C or export
              collection paper, the settlement of exchange of the L/C and the
              export collection procedure shall be entrusted to the Bank. The
              Contractor is also willing to accept that the money obtained from
              settlement of exchange, export collection, or other exports income
              shall be given priority to repaying the principal and interest of
              the loan.

                                       11
<PAGE>

          (2) If the Contractor applies for a loan with foreign order or export
              contract, the Contractor agrees that when the Contractor receives
              the order or L/C under the contract, or when export collection
              paper is ready, these papers shall be delivered to the Bank
              immediately, and, within the loan term, the Contractor shall apply
              to the Bank for outward documentary bills, export collection, and
              other procedures for settlement of exchange. The Contractor is
              also willing to accept that the money obtained from export shall
              be given priority to repaying the principal and interest of the
              loan.

          (3) If the Contractor applies for a loan with the order or contract
              from domestic traders to buy export products, and papers such as
              contracts to export cooperatively or to process exporting goods,
              the Bank may request the Contractor to submit a confirmation
              agreement stating that the payer in the aforementioned papers
              shall pay the money directly to the Bank. The Contractor is also
              willing to accept that the money shall be given priority to
              repaying the principal and interest of the loan.

          (4) If the Contractor applies for a loan without papers such as export
              L/C, export collection paper, order, contract, or agreement, the
              Contractor is also willing to accept that, within a reasonable
              time limit, the money obtained from settlement of exchange, export
              collection, or other exports shall be given priority to repaying
              the principal and interest of the loan.

Article 5 (Entrust Domestic Open Sight or USANCE Letter of Credit)

          1.  Each time the Contractor entrusts opening L/C, the Contractor
              shall submit promissory notes (whose amount is stipulated in the
              L/C) to the Bank, for repaying all the indebtedness born by the
              Contractor to the Bank in the Agreement. Whether the amount in the
              promissory note is the same as that of the Bank's advancement
              payment, acceptance or payment of the bill of exchange, the Bank
              may present and collect the payment of the promissory note. The
              Contractor is willing to accept that the Contractor may not claim
              to the Bank for the loss incurred. If the promissory note lacks
              any necessary items, the Bank may fill it in, and this Agreement
              shall be the evidence of authorization.

          2.  If the bill of exchange and ancillary paper, provided by the
              beneficiary of the L/C under this Agreement according to the L/C
              stipulations, are, under the Bank's review, formally consistent
              with the stipulations of the L/C, the Bank may pay advanced
              payment, accept, or pay. Even

                                       12
<PAGE>

              though the aforementioned bill of exchange and ancillary paper are
              afterwards deemed forfeited, altered or disputed for other reasons
              (including inconsistent quality or quantity of goods with the
              paper), the Bank is not responsible for this, from which the
              Contractor will not dissent for any reason.

          3.  After the domestic open sight L/C is paid in advance by the Bank
              and the Contractor is notified, the Contractor is willing to pay
              the Bank the principal and interest within ten days, counted from
              the advance payment date. The aforementioned interest shall be
              calculated according to the Bank's base interest rate plus a
              regulated rate published on the date of advance payment, and the
              interest shall be paid at one time. If the payment is delayed, the
              Contractor shall, since the date of delay, pay interest,
              calculated according to the Bank's highest NTD loan interest rate,
              in addition to the penalty stipulated by the contract. Delay for
              no more than six months, the penalty shall be the aforementioned
              interest rate x 0.1. Delay for over six months, the penalty shall
              be the aforementioned interest rate x 0.2.

          4.  The Contractor shall pay all handling charges incurred by the
              application of the open letter of credit upon receipt of the
              Bank's notification.

          5.  In the case when the L/C in this Agreement is delivered
              mistakenly, delayed, or interpreted mistakenly, when the order or
              the goods specified in the order are completely or partly lost,
              delayed or not delivered, and when the goods no matter in or after
              transportation are lost or damaged due to no insurance,
              insufficient insurance, detention or delay by any third party, or
              other reasons, the Bank is not responsible for this, and the
              Contractor must still pay the full amount according to the
              stipulations in the L/C.

          6.  If goods are bought according to the stipulations in the L/C and
              the Contractor incurs a loss due to delayed delivery by the
              beneficiary of the L/C or other force majeure, it shall be born by
              the Contractor.

          7.  If the Contractor entrusts domestic USANCE letter of credit, the
              Bank may continue credit of NTD to the Contractor for the
              Contractor's financial needs, in order to repay the Bank's advance
              payment of bill of exchange for the Contractor.

Article 6 (Entrust Foreign Open Sight or USANCE Letter of Credit)

          1.  The Contractor authorizes the Bank to pay bills of exchange amount

                                       13
<PAGE>

              under every letter of credit.

          2.  The Contractor shall apply to the Bank for open letter of credit
              item by item with open letter of credit application form,
              authorization paper from the authorities in charge, or the
              relevant documents requested by the Bank; however, when the Bank
              deems necessary, the Bank may cease open letter of credit from
              time to time without prior notification.

          3.  If the Contractor entrusts the Bank with open letter of credit,
              the Contractor shall at first, according to the Bank's rules, pay
              guaranty that is a certain ratio of the amount of money specified
              in the L/C. The remaining money will be paid in advance by the
              Bank when the negotiating bank pays. The Contractor is also
              willing to accept that the confirmation letter of settlement of
              exchange or the relevant account books of the Bank may be the
              evidence, and that all the goods stipulated in each L/C will be
              the guaranty.

          4.  The Contractor is also willing to accept that if the bill of
              exchange and ancillary papers under the L/C is deemed as prima
              facie true by the Bank or the Bank's agent, even though it is ex
              post proved to be false, forfeited, or defected in other aspects,
              the Bank or the Bank's agent is not responsible for this, and the
              Contractor still has to repay the advanced payment by the Bank.

          5.  In the case when the L/C in this Agreement is delivered late or
              interpreted mistakenly, when the value or the goods specified in
              the order are completely or partly lost, delayed or not delivered
              to the destination, and when the goods no matter in or after
              transportation are lost or damaged due to no insurance,
              insufficient insurance, detention or delay by any third party, or
              other reasons, the Bank or the Bank's agent is not responsible for
              this, and the Contractor still has to repay the advanced payment
              by the Bank.

          6.  The Contractor is also willing to accept that upon arrival of each
              paper under L/C, the Contractor shall, within three days upon
              notification by the Bank, sign and return the notification of
              arrival. If the Contractor does not complete the process within
              three days, the Contractor will be taken as willing to receive the
              paper without dissent and to repay every advanced payment by the
              Bank by the designated date and method by the Bank. Nevertheless,
              if the Bank requests that the Contractor pay before the scheduled
              time, the Contractor shall pay immediately. If the L/C is of the
              seller's USANCE type, the Contractor authorizes the Bank or the
              Bank's agent to accept a bill of exchange under the L/C

                                       14
<PAGE>

              and to pay the bill of exchange on the date due. If there is
              discount fee or interest that shall be born by the Contractor, the
              Contractor shall pay it immediately upon notification by the Bank.

          7.  The Contractor is also willing to accept that, upon request by the
              Bank, the Contractor shall immediately pay all the handling fees
              and expenses incurred by the Bank or transaction banks concerning
              notification disposition or purchase, confirmation, reimbursement
              between banks, modification to the clauses of L/C, issuance of
              bill of exchange and/or other reasons related to the L/C. These
              fees and expenses may be incorporated into the amount of bill of
              exchange and/or invoice or may separately be requested. Not until
              the Contractor pays all the aforementioned bill of exchange money,
              its interest, above handling fees and expenses may it dissent or
              do other things.

          8.  The Contractor is also willing to accept that when the Contractor,
              according the preceding article, pays the debts, incurred by each
              L/C under this Agreement, the Contractor shall also pay interest,
              from the date the Bank or the Bank's agent pays to the date the
              Contractor satisfies the Bank, counted according to the Bank's
              loan interest rate. If the Contractor does not pay on the date
              due, not only will the Contractor be charged the delay interest,
              counted according to the Bank's general foreign exchange credit
              interest rate, but the Bank may also change the debt into a NTD
              one, from which the Contractor and the Guarantor will not dissent
              concerning the change date exchange rate amount or interest rate.
              Nevertheless, the Bank has no obligation to change. If the debt is
              repaid in NTD, the Contractor shall pay delay interest, calculated
              according to the base interest rate plus 2.5% annual interest
              rate, in addition to a delay penalty. Delay for no more than six
              months, the penalty shall be the aforementioned interest rate x
              0.1. Delay for over six months, the penalty shall be the
              aforementioned interest rate x 0.2.

          9.  The guaranty provided by the Contractor has to be owned by the
              Contractor. If any third party claims right to the guaranty which
              leads to dispute and thus loss to the Bank, the Contractor is
              responsible for paying damages to the Bank.

          10. If the guaranty provided by the Contractor has to be registered or
              transferred, the Contractor is willing to process the registration
              and transfer immediately and submit the certificate to the Bank.
              The expense of registration and transfer shall be born by the
              Contractor.

                                       15
<PAGE>

          11. If the goods (including goods in transportation) under each L/C
              are damaged due to default or delayed delivery of the L/C
              beneficiary or other force majeure, it shall be born by the
              Contractor. If the L/C beneficiary does not draw the whole or part
              of the L/C in time or the L/C is over the date due, the Bank may
              directly cancel the L/C and use the guaranty to offset the
              advanced payment under each L/C.

          12. If the guaranty is in danger of damage or the value of guaranty
              declines, the Contractor is willing to provide more guaranties. If
              the Bank deems necessary, the Bank may directly dispose of the
              guaranty to offset the principal and interest of the advanced
              payment by the Bank and all expenses incurred by disposal of the
              guaranty.

          13. The Contractor is willing to insure the whole value of the goods
              under each L/C, with prior consent by the Bank concerning the
              insurer, type of insurance, and conditions of insurance, and the
              Bank shall be the insurance's beneficiary. The original copy of
              the insurance paper and the carbon copy of the receipt of
              insurance fees shall be submitted to the Bank. All the insurance
              expenses shall be born by the Contractor. If the Contractor delays
              in insuring or does not re-insure after expiry of the insurance,
              the Bank is authorized to insure on the Contractor's behalf but
              the Bank is not obliged to do so. If the insurance expenses are
              paid by the Bank in advance, the Contractor is willing to pay back
              immediately. If the Contractor delays in repaying, the Bank may
              list it in the debt and collect interest according to Clause 8 of
              this agreement.

          14. If the Contractor does not perform the stipulations in the
              Agreement, or if the Bank believes that the Contractor may not
              fully satisfy the Bank, the Bank may request the Contractor and
              the Guarantor to pay jointly advanced payments from time to time,
              and the Bank may, without prior notification to the Contractor or
              the Guarantor, directly dispose of the guaranty to offset the
              principal and interest of the advanced payment by the Bank and all
              expenses incurred by disposal of the guaranty. If the Contractor
              or the Guarantor deposits in the Bank any asset (including various
              kinds of deposits or other kinds of rights), the Bank may retain
              or directly dispose of or offset the asset. The Contractor and the
              Guarantor are still responsible for any debt left.

          15. The Contractor is willing to sign another delegation paper to
              authorize the Bank to report to the customs and draw goods from
              the customs on the Contractor's behalf and to auction (including
              the method of disposal, date, and price) if necessary. The
              expenses or losses incurred

                                       16
<PAGE>

              are born by the Contractor.

          16. The Contractor agrees that matters not stipulated in this
              Agreement shall be governed by relevant laws and regulations,
              charters of the Bank and bank union, and the newest "Uniform
              Customs and Practice for Documentary Credits" issued by the
              International Chamber of Commerce.

C: Individual Negotiation Clause

Article 1

          The Contractor and the Guarantor agree that the Bank, in order to
          understand the Contractor's and the Guarantor's credit, crediting
          judgment, and other specific objectives consistent with specific
          purposes of the Bank's registered business items, may provide the bank
          itself, other banks, affiliates, the Securities Central Depositary
          Company, Joint Credit Information Center, National Credit Card Center,
          receivers of the Bank's credit or debt, or delegates of the Bank with
          the Contractor's and the Guarantor's relevant basic information,
          financial information, deposit information, exchange information,
          credit card personal information, credit transaction information,
          credit investigation report, personal information relating to
          crediting, notes information, and other personal credit information
          relating to this Agreement, for them to collect, process in computer,
          transmit internationally, and employ. The Bank may also provide the
          aforementioned organizations with the Contractor's and joint
          guarantor's relevant information.

Article 2

          If the debt born by Contractor and the Guarantor to the Bank is in
          foreign currency and is not repaid within agreed date, the Bank can
          change the debt into New Taiwan Dollars, and the Contractor and the
          Guarantor will not object to the change date, exchange rate amount, or
          interest rate. Nevertheless, the Bank is not obliged to change the
          debt.

Article 3

          The loan money shall be remitted to No. (intentionally blank) account
          of the Bank on the date specified by the Contractor.

Article 4

                                       17
<PAGE>

          The Contractor authorizes the Bank to pay the principal and interest
          (including any penalty) that have to be repaid each month from the
          Contractor's account (No. intentionally blank) in the Bank. This
          Agreement shall be the evidence of authorization.

Article 5

          The Contractor and the Guarantor are willing to accept the signature
          and stamp as the specimen of authorization in a credit transaction of
          bills, loans, advanced payment or guarantee. Documents with the
          specimen of signature or stamp shall be deemed valid.

                                       18
<PAGE>

The Contractor agrees to affix the stamp specimen to one copy. Only this copy is
effective.

Stamp Specimen
(Stamp)

                                       19
<PAGE>

The Contractor and Joint Guarantor declare that all clauses have been reviewed
within reasonable period. The Contractor and Guarantor fully understand the
content and agree to affix the stamp specimen.

To International Bank of Taipei

<TABLE>
<CAPTION>
  Guarantee Signature and Stamp          Guarantee Date        Guarantor
  -----------------------------          --------------        ---------
<S>                                      <C>                   <C>
Signature                Stamp

Kid Castle Internet      (Stamp)         Mar 19, 2004
Technology Corporation
(Stamp)

Wang, Kuo-An             (Stamp)         Mar 19, 2004

Chiu-Yu-En               (Stamp)         Mar 19, 2004
</TABLE>

Contractor: /s/ Kid Castle Internet Technology Corporation

Address: 1st Floor, No. 148, Chienkuo Road, Hsintien City

Jointly Guarantor: /s/ Wang, Kuo-An

Address: 8th Floor, No. 166, Chienkuo Road, Hsintien City, Taipei County

Jointly Guarantor:  /s/ Chiu-Yu-En

Address:  No. 71, Sec. 1, Nan-Chang Road, Taipei City

Jointly Guarantor:

Address:

Jointly Guarantor:

Address:

Jointly Guarantor:

Address:

Jointly Guarantor:

Address:

Jointly Guarantor:

Address:

March 19, 2004

                                       20