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                                                                   Exhibit 10.12

                                 Lease Agreement

This Lease is made by and between LESSOR : Chen, Ji-Ru
(hereinafter referred to as "Party A")and LESSEE : Kid Castle Internet
Technology (hereinafter referred to as "Party B") and Party B's Guarantor :
(Intentionally Blank) (hereinafter referred to as "Party C") for the lease of
premises hereunder. All parties agree to abide by the terms and conditions set
forth as follows:

1.    Premises under the Lease : 1st Floor, No. 148, Cheng-Kuo Road, Hsintien
      City, Taipei County, under the Lease.

2.    The term of the Lease shall be one year, commencing from January 1st, 2005
      to December 31st, 2005.

3.    The monthly rental : NT$22,279(TWENTY TWO THOUSAND TWO HUNDRED SEVENTY
      NINE New Taiwan Dollars) (with a receipt originally issued for the payment
      of the rental by Party A) shall be paid by Party B without delay or
      rejection in any circumstances (the aforesaid rental is exclusive of
      electricity and water charges).

4.    The rental shall be paid before the 1st day of each month. The rental
      shall be paid based on a one year period, and Party B shall not delay in
      paying any rental due to any excuse.

5.    Party B shall pay a rental deposit of NT$ (Intentionally Blank) to Party A
      upon signing of this Lease. The said rental deposit shall be returned to
      Party B without interest upon expiration of this Lease, when Party B does
      not request for a lease renewal and has already vacated and surrendered
      the Premises to Party A.

6.    Upon expiration of this Lease when no renewal is agreed to by Party A,
      Party B shall restore the Premises to the original condition thereupon,
      vacate and surrender the Premises to Party A without making any excuse or
      claiming any right. In case the Premises shall be surrendered to Party A
      after delays, Party B shall be liable for a default penalty equivalent to
      500% of the rental on a monthly basis until the date of surrender of the
      Premises, to which Party B and Party C shall have no objection.

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7.    During the term of this Lease before its expiration, in the event that
      Party B desires to move out of the Premises, Party B shall not request any
      rental refund, moving costs or other royalties from Party A, and Party B
      shall unconditionally restore the Premises to the original condition and
      return the Premises to Party A without objection.

8.    Prior to consent by Party A during the term of this Lease, Party B shall
      not, in whole or in part, have the Premises lent, subleased, transferred,
      or in any other way provided for use by any third party.

9.    Party B may make alternations of partitions and/or facilities in the
      Premises as Party B deems necessary; construction work can only begin upon
      consent given by Party A and such construction work shall not damage the
      main structure and facilities of the building. Upon returning the
      Premises, Party B shall be responsible for the restoration of the
      Premises.

10.   Party B shall not use the Premises for any illegal use, nor for storing
      hazardous articles that will cause public danger.

11.   Party B shall use the Premises with the degree of care of a responsible
      administrator. Unless the damage or destruction is caused by acts of God
      or other force majeure, Party B shall be responsible for the reparation of
      damages attributable to Party B's negligence. If the Premises provided by
      Party A are damaged or destroyed due to nature, or due to normal wear and
      tear, Party A shall be responsible for the reparation.

12.   In the event that Party B violates any provisions of this Lease or causes
      damages to Party A, Party B hereby shall be fully responsible for
      compensating such damage or loss. Party B shall pay for Party A's court
      costs and attorney's fees in the event that the court action is
      instituted.

13.   In the event that Party B violates any provisions of this Lease or causes
      damage to the Premises, Party C shall be jointly liable for the loss Party
      A shall incur and abandon the right of counteraction voluntarily.

14.   Parties A, B and C shall observe and abide by the provisions of this
      Lease. In the event that any party shall violate any provisions thereof,
      Party A may terminate

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      this Lease thereupon without any prior notice, and shall in no
      circumstances have any concern with the loss Party B shall incur.

15.   Stamp duties are borne by Parties A and B, respectively. All taxes
      relating to the Premises shall be borne by Party A; whereas the expenses
      involved in the water supply, electricity and other taxes concerning
      business operations of Party B shall be borne by Party B.

16.   In the event that the house tax and income tax owing to the leased
      Premises are increased and thus higher than the amount paid before the
      Lease, Party B shall bear such difference incurred therefrom without
      objection.

17.   Any article left inside the Premises, upon expiration of this Lease after
      Party B vacates the Premises, shall be deemed to be abandoned at the
      disposal of Party A as waste, to which Party B shall have no objection.

18.   The rental tax payable shall be paid by Party B to the tax collection
      office upon receiving tax statement(s), while Party B shall collect the
      tax amount in total prepaid by it from Party A at the end of the year.

In witness whereof Parties A and B have agreed terms and conditions hereunto and
signed the Lease. The Agreement is made in duplicate, each party shall hold one
to refer.

The Parties:

Lessor (Party A):            /s/ Chen, Ji-Ru

ID No.:                      A223718115

Lessee (Party B):            /s/ Kid Castle Internet Technology

ID No.:                      70676630

Party C:                     (Intentionally Blank)

ID No.:                      (Intentionally Blank)

Address:                     (Intentionally Blank)

Date: December 31st, 2004