KID CASTLE EDUCATIONAL CORP
EXHIBIT 10.5
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>2
<FILENAME>v06070exv10w5.txt
<DESCRIPTION>EXHIBIT 10.5
<TEXT>
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                                                                    Exhibit 10.5

                   CHANG HWA COMMERCIAL BANK, CHI-CHENG BRANCH

                             ACKNOWLEDGEMENT OF LOAN

Client Name              Kid Castle Internet Technology Corporation

Financing Amount         $40 million NT dollars

Loan Type                1. Mid-Term Loan -- Unsecured : $10 million NT dollars
                         2. Mid-Term Loan -- Unsecured : $30 million NT dollars

Maturity period of loan  Mar. 21st, 2005 -- Mar. 31st, 2006

Interest rate            1. Mid-Term Loan -- Unsecured: [base rate] + 1.65%
                            (currently:5.27%)
                         2. Mid-Term Loan -- Unsecured: [base rate] +2.15%
                            (currently:5.77%)

Terms & Conditions       1. The Board of Directors Resolutions on approving
                            loan and authorization to grace period.
Others                   2. Mid-Term Loan -- Unsecured: $10 million NT dollars;
                                                        three-year term;
                                                        principal and interests
                                                        shall be repaid monthly.
                         3. Mid-Term Loan -- Unsecured: $30 million NT dollars;
                                                        account receivables at
                                                        the amount of 125%
                                                        borrowing amount shall
                                                        be deposited at the
                                                        account of Chang Hwa
                                                        Commercial Bank


Welcome to our Bank and thank you for carrying out the necessary procedures.

Thanks & Regards,
Chang Hwa Commercial Bank
Mar. 21st, 2005

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                   CHANG HWA COMMERCIAL BANK, CHI-CHENG BRANCH

                             ACKNOWLEDGEMENT OF LOAN

Client Name                Kid Castle Internet Technology Corporation
Financing Amount           $10 million NT dollars
Loan Type                  Short-Term Loan -- Unsecured : $10 million NT dollars
Maturity period of loan    Case by case (duration : six months)
Interest rate              Base rate+ 1.65% (5.11%)
Terms & Conditions,        1. The interest rate for a loan term within 90 days
                              should be negotiated between the Borrower and the
                              Bank headquarter.
Notice                     2. A large sum of inventory without being insured
                              should be improved and inventory administration
                              should be enhanced.
                           3. Please be alert of business operation and profit
                              earning owing to the occurrence of loss and a
                              decrease in revenue.
                           4. The Board of Directors Resolution on approving
                              loan to be provided.

Welcome to our Bank and thank you for carrying out the necessary procedures.

Thanks & Regards,
Chang Hwa Commercial Bank
Aug. 25th, 2004

<PAGE>

                   CHANG HWA COMMERCIAL BANK, CHI-CHENG BRANCH

                             ACKNOWLEDGEMENT OF LOAN

Client Name                Kid Castle Internet Technology Corporation
Financing Amount           $30 million NT dollars
Loan Type                  Mid-Term Loan -- Unsecured : $30 million NT dollars
Maturity period of loan    Aug. 20th, 2004 -- Aug. 20th, 2005
Interest rate              Base rate+ 2.15% (5.61%)
Terms & Conditions,        1. The Borrower should provide 125% of receivable
                              cheques in installments for deposit upon the
                              application of loan.
Notice                     2. A large sum of inventory without being insured
                              should be improved and inventory administration
                              should be enhanced.
                           3. Please be alert of business operation and profit
                              earning owing to the occurrence of loss and a
                              decrease in revenue.
                           4. The Board of Directors Resolution on approving
                              loan to be provided.

Welcome to our Bank and thank you for carrying out the necessary procedures.

Thanks & Regards,
Chang Hwa Commercial Bank
Aug. 25th, 2004

<PAGE>

                                 Loan Agreement

This Agreement is made by and between the person/company (hereinafter referred
to as "the Contract Signatory") and Chang Hwa Commercial Bank (hereinafter
referred to as "the Bank", including the Bank headquarters and all branches). It
is mutually agreed upon that the Contract Signatory undertakes all obligations
to the Bank under the terms and conditions specified as follows.

General Provision :

Article 1 All obligations prescribed in this Agreement includes all evidence of
          debts, liabilities and obligations, such as cheques, written
          acknowledgements of the indebtedness, money advances, debt securities,
          and other debts, including accrued interest, deferred interest,
          default penalty or indemnities, as well as other relevant payments of
          the Contract Signatory assigned to the Bank now (including all debts
          incurred in the past without being liquidated yet) or later.

Article 2 In the event that the name, organization, Articles of Incorporation,
          representative(s), the authorization of the representative(s) of the
          Contract Signatory or any other matter that would affect the rights
          and interests of the Bank is changed, the Contract Signatory shall
          forth with notify the Bank in writing of any such change, and complete
          the procedure of change or withdrawal of the identical seal. The
          Contract Signatory shall be liable for any transactions that occur
          before the above described notice or the procedure, and any damages
          suffered by the Bank as a result of its failure to notify.

Article 3 In the event the address of the Contract Signatory on this Agreement
          is changed, the Contract Signatory shall promptly inform the Bank of
          such change in written; otherwise the address of the Contract
          Signatory on this Agreement shall be deemed the mailing address of the
          Contract Signatory. Any document provided for in, or related to, this
          Agreement shall be deemed arrived as to all parties hereto when sent
          by the Bank within the ordinary time frame in mail delivery to either
          the address of the Contract Signatory on this Agreement or the latest
          updated address notified by the Contract Signatory to the Bank.

Article 4 Except for special clause provisions, the Contract Signatory is
          responsible for repayments of all obligations assigned to the Bank on
          monthly basis in accordance with respective interest rates agreed upon
          for

<PAGE>

          respective loan agreements between the Contract Signatory and the
          Bank. For any debt that the Contract Signatory owes the Bank and no
          specific interest rate is set forth in any agreement, the interest
          rate of such debt should be calculated based on the base rate
          announced by the Bank on that day of debt occurrence plus 3.5%.

Article 5 Calculation and Adjustment of Base Rate

          (1) Base rate is calculated based on the average of three-month period
              of "Interbank Weighted Averages of Daily Overnight Interest Rates"
              marking up "Base Rate Loan Pricing Factors of the Bank" (base rate
              loan pricing factors comprise operation cost, capital cost and tax
              of the Bank, the level of provision for bad debt, capital adequacy
              ratio, return on capital stipulated by the competent authority,
              etc.). In the event the markup of the "Base Rate Loan Pricing
              Factors" prescribed in the preceding paragraph changes due to the
              pricing factors, the bank may annually review and adjust the rate
              accordingly, depending on variation in loan market.

          (2) The weighted averages of daily overnight interest rates prescribed
              in the preceding paragraph is calculated based on weighted
              averages of overnight loan interest rates provided by "Interbank
              Money Center".

          (3) The base rate is regularly adjusted on a three month basis. The
              Contract Signatory acknowledges that the Bank will announce on the
              Bank's website information about the effective date of rate
              adjustment, calculation method and pricing of the base rate, so
              that the Contract Signatory could browse the said website to
              search the interest rate at anytime. The Contract Signatory agrees
              that the Bank is not required to inform the Contract Signatory of
              any adjustment of such base rate.

          (4) In the event of any enormous change in financial markets resulting
              in the divergence of the base rate of the Bank from market rates
              or cancellation of the weighted averages of daily overnight
              interest rates made by the Interbank Money Center, the Bank may
              make public such rate difference in business premises or on the
              website of the Bank, or newspapers or magazines ten (10) days
              before and adjust the base rate into other pricing base rate at
              its own discretion.

Article 6 When any one of the following events occurs, the Bank may at anytime

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          reduce the Contract Signatory's amount of credit line, shorten
          maturity period of the Contract Signatory's loan, or announce the
          demand date due of repaying all the obligations that the Contract
          Signatory owes the Bank without informing or repeatedly notifying the
          Contract Signatory in advance:

          (1) The principal and/or interest of any payable indebtedness have not
              been liquidated or repaid in any installment on the date due;

          (2) The Contract Signatory applies to the court for arranging a
              composition, adjudicating bankruptcy or corporate reorganization
              in accordance with Bankruptcy Law, or the Taiwan Clearing House
              announces that the Contract Signatory is denied credit, has ceased
              the business operation or redeems the indebtedness;

          (3) The Contract Signatory defaults to provide loan security in
              accordance with this Agreement;

          (4) Because of the death of the Contract Signatory, the heir(s) of the
              Contract Signatory declare limited succession or waiver of
              inheritance;

          (5) The Contract Signatory's principal property is subject to
              sequestration by the court owing to any criminal case.

Article 7 When any one of the following events occurs, the Bank may reduce the
          Contract Signatory's amount of credit line, shorten maturity period of
          the Contract Signatory's loan, or announce the demand date due of
          repaying all the obligations the Contract Signatory owes the Bank
          after informing or repeatedly reminding the Contract Signatory in
          advance within a reasonable time frame:

          (1) The interest of any payable indebtedness has not been repaid in
              accordance with respective agreements;

          (2) Securities are sealed up on government orders or lost, or the
              security values under warranty are decreased or deficient to
              guarantee the creditor's rights;

          (3) The actual purpose of this loan is not in compliance with the
              purpose approved by the Bank or the loan is not used as
              appropriate;

          (4) The Contract Signatory is under either treatment of enforcement,
              provisional seizure, provisional disposition or other safety
              disposition, so that the Bank may not make a claim for repayment
              for the obligations.

Article 8 The Contract Signatory agrees that the Bank has the right to directly

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          offset all obligations of the Contract Signatory assigned to the Bank
          from all kinds of deposit accounts at the Bank and by the creditor's
          right of the Contract Signatory to the Bank, which is applicable to
          any debt where the loan term is not matured. The obligation offsets
          shall be effective upon the Bank's deduction from the accounts of the
          Contract Signatory. Meanwhile, the bank deposit certificates, deposit
          books or other certificates issued from the Bank to the Contract
          Signatory will be voided within the offset amount of the obligations.
          In the event the Contract Signatory has other property or assets
          deposited at the Bank, said property or assets shall be kept or offset
          by the Bank prior to the liquidation of all obligations of the
          Contract Signatory.

Article 9 The Bank may from time to time supervise the use of the credit
          facility, audit the business operations and the financial conditions
          of the Contract Signatory, inspect and control the collateral, and
          examine the relevant accounts, books, vouchers, documents of the
          Contract Signatory (including the consolidated financial reports of
          its affiliates), to which Contract Signatory shall be willing to
          cooperate. When deemed necessary, the Bank may request the Contract
          Signatory to prepare and deliver on a periodic basis the
          above-mentioned credit information or audited financial reports
          prepared by the CPA recognized by the Bank or the working sheets of
          such CPA. In the event that the financial reports or other documents
          forwarded to the Bank by the Contract Signatory are found by the Bank
          to be a misrepresentation or false, the Contract Signatory shall, upon
          being notified by the Bank thereof, be deemed to have been in breach,
          provided that the Bank shall have no obligations to supervise, audit,
          inspect, control and examine In the event that the Bank deems that the
          financial structure of the Contract Signatory shall be improved, the
          Bank may restrict the Contract Signatory from distributing its profits
          by cash dividends and may demand the Contract Signatory to increase
          its capital or to take other actions for improving its financial
          structure, and Contract Signatory shall forthwith act accordingly. The
          Contract Signatory agrees that the Bank may collect, process by
          computer, internationally transfer and use personal data of the
          Contract Signatory in compliance with the Bank's registered business
          items or specific business purpose prescribed in the Articles of
          Incorporation (i.e., the registered items the Bank applies to the
          competent authority in accordance with Computer-Processed Personal
          Data Protection Law). In addition the Contract Signatory agrees that
          the Bank may provide said

<PAGE>

           information for Joint Credit Information Center, other associations
           or organization that are appointed by the Ministry of Finance or have
           business with the Bank to collect, process by computer,
           internationally transfer and use personal data of the Contract
           Signatory in compliance with their respective business items or
           specific business purposes prescribed in their Articles of
           Incorporation.

Article 10 In the event the creditor's certificates of all obligations held by
           the Bank are lost, exterminated or damaged due to incidents, force
           majeure or any causes for which the Bank shall not be liable, the
           Contract Signatory agrees to acknowledge all corrected amount
           recorded on respective account books, vouchers, computer-based
           receipts and/or statements, debt certificates, duplicate copies of
           transactions of the Bank; nevertheless, any of false obligation
           amounts recorded thereon shall be corrected by the Bank, after the
           Contract Signatory has proved to be wrong on evidence. In addition,
           the Contract Signatory, upon the maturity period of loan, should
           liquidate all payments relating to the obligation, expenses, default
           penalty and the principal and interest at once, or issue an
           additional debt certificate to the Bank according to the notification
           of the Bank prior to the maturity date.

Article 11 Any person, who possesses any receipt of security, safekeeping
           receipt that describes an obligation deposited, or the identical seal
           of the Contract Signatory and goes to the Bank requesting a return or
           exchange of security and relevant documents, shall be regarded as the
           proxy of the Contract Signatory and the Bank shall assist in said
           processes with the proxy.

Article 12 In the event the principal obligor fails to perform the obligations
           incurred according to respective agreements, the Contract Signatory,
           as the guarantor, shall immediately hold the responsibility to
           fulfill the guarantee debts and shall consent the following items:

           (1) The Bank may directly request the repayment for all obligations
               from the Contract Signatory, instead of from security for all
               obligations.

           (2) After the Contract Signatory has liquidated all obligations on
               behalf of the principal obligor, the Contract Signatory may
               request the Bank to return the security rights for the
               obligations by law and should have no objection against defect of
               the security.

Article 13 The parties hereto agree that any lawsuit arising out of or relating
           to all obligations of the Contract Signatory to the Bank shall be
           subject to the

<PAGE>

           jurisdiction of the ____________ District Court for the first trial.
           In the event there is any exclusive jurisdiction of the court
           stipulated by law, the parties hereto shall follow over any dispute
           arising in-between.

Article 14 The articles of this Agreement are general provisions supplementary
           to respective loan acknowledgements and shall be effective upon the
           signing of the Contract Signatory and delivery of this Agreement to
           the Bank.

Contract Signatory : Kid Castle Internet Technology Corporation / WANG,
           KUO-AN (signed and sealed)

Address:   1st floor,148, Chienkuo Road, Hsintien City

To: Chang Hwa Commercial Bank

Special Clauses

1.    When any one of the following events occurs, the Bank may at anytime
      reduce the Contract Signatory's amount of credit line, shorten maturity
      period of the Contract Signatory's loan, or announce the demand date due
      of repaying all the obligations that the Contract Signatory owes the Bank
      without informing or repeatedly notifying the Contract Signatory in
      advance:

      (1)  It is found that the Contract Signatory obtained this loan by means
           of its false financial report or information so that the estimate of
           credit by the Bank is unfavorably influenced;

      (2)  Any permit or license required for the purpose of this loan has been
           suspended or revoked by the competent authorities.

2.    When any one of the following events occurs, the Bank may reduce the
      Contract Signatory's amount of credit line, shorten maturity period of the
      Contract Signatory's loan, or announce the demand date due of repaying all
      the obligations that the Contract Signatory owes the Bank after informing
      or repeatedly reminding the Contract Signatory in advance within a
      reasonable time frame:

      (1)  The Contract Signatory agrees that the Bank, for the specific purpose
           of transferring a claim of an obligation to a transferee, may provide
           relevant information about all obligations of the Contract
           Signatory(including all personal data) to the transferee (including
           those who intend to possess the creditor's right) and auditors for
           carrying out the valuation of said creditor's right and relevant
           transference affairs. In the event the Bank

<PAGE>

           initiates an asset trust or transfers the creditor's right for the
           purpose of financial asset securitization, the Contract Signatory
           agrees that the Bank may make public an announcement of said affairs,
           instead of notifying or mailing a written certificate to the Contract
           Signatory.

3.    The signature and seals of the Contract Signatory on this Agreement are
      personally made by the Contract Signatory. In the event there is further
      loan process between the Contract Signatory and the Bank, the loan process
      shall be effective upon the application of either the signature or the
      identical seal of the Contract Signatory.

The Contract Signatory acknowledges and agrees the preceding Clauses 1, 2 and 3
are the only three special clauses in this Agreement.

Declaration

The Contract Signatory declares that the above clauses have been read within a
reasonable period of time.

Contract Signatory: Kid Castle Internet Technology Corporation / President:
             /s/ WANG, KUO-AN

Dated: Sep. 12th, 2003

<TABLE>
<CAPTION>
Manager / Deputy Manager   /s/ Ass. Manager    /s/ Undertaker
<S>                        <C>                 <C>
</TABLE>

<PAGE>

                               GUARANTY AGREEMENT

The joint guarantors (hereinafter referred to as "the Guarantors") assure Chang
Hwa Commercial Bank (hereinafter referred to as "the Bank", including the Bank
headquarter and all branches) that Kid Castle Internet Technology Corporation
(hereinafter referred to as "the Principal Obligor") and the Guarantors will
hold joint responsibility of repaying all obligations, including a total of
sixty million NT dollars of principal, interest, deferred interest, default
penalty, indemnity and other debts incurred from the obligations, to the Bank,
and in addition, obey the terms and conditions specified as follows.

General Provision :

Article 1  All obligations prescribed in this Guaranty Agreement include all
           evidence of debts, liabilities and obligations, such as loans,
           instruments, money advances, overdrafts, debt securities, indemnities
           and other debts of the Principal Obligor assigned to the Bank
           now(including all debts incurred in the past without being liquidated
           yet) or later.

Article 2  In the event the Principal Obligor defaults on the obligations upon
           expiration of the loan (including voiding the maturity period of
           loan), the Bank may directly request the Guarantors to repay the
           obligations without filing a lawsuit against the Principal Obligor or
           enforcing the assets of the Principal Obligor and/or securities in
           advance.

Article 3  The interest and deferred interest of all obligations assigned to the
           Bank shall be calculated in accordance with the respective interest
           rates agreed upon different debt certificates or other agreements
           between the Principal Obligor and the Bank. In the event there is any
           default penalty incurred, such penalty shall be calculated based on
           10% of the interest rate as penalty where less than six months'
           reimbursement is made, and 20% of the interest rate as penalty
           beginning at the next day after the expiration of six-month period
           where more than six months' reimbursement is made.

Article 4  The Guarantors agree that the Bank has the right to directly offset
           all obligations of the Principal Obligor assigned to the Bank from
           all kinds of deposit accounts at the Bank and by the creditor's right
           of the Gurantors to the Bank, which is applicable to any debt that is
           not matured when the Principal Obligor defaults on repayment. The
           offsets shall be effective upon the Bank's deduction from the
           accounts of the Guarantors.

<PAGE>

           Meanwhile, the bank deposit certificates, deposit books or other
           certificates issued from the Bank to the Guarantors will be voided
           within the offset amount of the obligations. In the event the offset
           amount is deficient in repaying all obligations, the Guarantors shall
           continuously repay the indebtedness.

Article 5  The parties hereto agree that any lawsuit raising out of or relating
           to all obligations hereto shall be subject to the jurisdiction of the
           District Court for the first trial. In the event there is any
           exclusive jurisdiction of the court stipulated by law, the parties
           hereto shall follow over any dispute arising among the parties
           hereto.

Guarantor: /s/ Wang, Kuo-An
Address:   8th floor,156, Chienkuo Road, Hsintien City, Taipei County

Guarantor: /s/ Chiu, Yu-En
Address:   No. 71, Sec. 1, Nanchang Road, LongFu Li(Village), 2 Lin
           (Neighborhood), Chung-Cheng District, Taipei City

Guarantor: blank
Address:   blank

Guarantor: blank
Address:   blank

Guarantor: blank
Address:   blank

Guarantee signatures and seals

<TABLE>
<S>                       <C>                          <C>        <C>        <C>
/s/ Wang, Kuo-An          /s/ Chiu, Yu-En              (Blank)    (Blank)    (Blank)
Dated: Sep. 12th, 2003    Dated: Sep. 12th, 2003
</TABLE>

Note: there are clauses on the following pages.

<PAGE>

To: Chang Hwa Commercial Bank

Special Clauses

    The Guarantors may at anytime inform the Bank of termination of this
    Guaranty of Payment, starting from [ ] the next business day upon the Bank
    receiving said notification, or [ ] _____________________________. The
    Guarantors will not hold the joint responsibility of the obligations between
    the Principal Obligor and the Bank starting from the preceding listed date;
    prior to the preceding mentioned date, the Guarantors still hold the joint
    responsibility of the past obligations of the Principal Obligor to the Bank
    repaying all the obligations within the maximum of agreed limited amount.

The Joint Guarantors acknowledge and agree the preceding special clauses of this
Guaranty of Payment.

Declaration

The Joint Guarantor declare that the above clauses have been read within a
reasonable period of time.

Guarantor: /s/ Wang, Kuo-An

Guarantor: /s/ Chiu, Yu-En

Guarantor: blank

Guarantor: blank

Guarantor: blank

Dated: Sep. 12th, 2003

<TABLE>
<CAPTION>
/s/ Legal Representative     /s/ Undertaker       /s/ Checked by
<S>                          <C>                  <C>
</TABLE>
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</DOCUMENT>
