Kid Castle Educational Corp Sample Contracts

Kid Castle Educational Corp – SUBSCRIPTION AGREEMENT (July 6th, 2009)

The undersigned hereby subscribes for 5,000,000 shares of common stock of Kid Castle Educational Corporation, a Florida Corporation (the “Corporation”), which shares the Corporation and the undersigned agree have a fair market value of US$0.18 per share, for an aggregate purchase price of US$900,000.

Kid Castle Educational Corp – Press Release June 18, 2009 (June 18th, 2009)

Today Kid Castle Educational Corporation (the “Company” or “Kid Castle”) announced that its Board of Directors approved a “going-private transaction,” pursuant to which the Company will reduce the number of its shareholders to enable it to terminate its reporting obligations under the Securities Exchange Act of 1934.

Kid Castle Educational Corp – SUBSCRIPTION AGREEMENT (June 18th, 2009)

The undersigned hereby subscribes for 500,000 shares of common stock of Kid Castle Educational Corporation, a Florida Corporation (the “Corporation”), which shares the Corporation and the undersigned agree have a fair market value of US$0.18 per share, for an aggregate purchase price of US$900,000.

Kid Castle Educational Corp – Equity Transfer Agreement (March 31st, 2008)
Kid Castle Educational Corp – Jilin Kid Castle Educational Investment Development Ltd Equity Transfer Agreement (March 31st, 2008)
Kid Castle Educational Corp – GUARANTEE (March 31st, 2008)

The Surety (hereinafter referred to as the “Surety”) provides Chang Hwa Bank group (Chang Hwa Commercial Bank, including respective branches, hereinafter referred to as the “Bank”) with guarantee that the loan obligations of Kid Castle Internet Technology Corporation (hereinafter referred to as the “Borrower”) to the Bank is limited to the amount of NT$ 21,939,000 and relevant loan interest, deferred interest, penalty, compensation, and other liabilities subordinate to the loan shall be undertaken by the Borrower and the Surety shall be jointly liable with the Borrower for performing the obligations set forth in this clause. The Borrower and the Surety hereby agree to observe the following terms and conditions.

Kid Castle Educational Corp – Sichuan Lanbeisi Kid Castle Education Development Co., Ltd Equity Transfer Agreement (March 31st, 2008)
Kid Castle Educational Corp – Xian Yanta Green Field Preschool Equity Transfer Agreement (March 31st, 2008)

The both parties conclude the following agreement about the transfer of all equity of Xian Yanta Green Field Preschool from Party A to Party B and relevant right & interest, approval and alteration registration affair:

Kid Castle Educational Corp – Chang Hwa Commercial Bank Jicheng Branch Credit Limit Application Approval Notice (March 31st, 2008)
Kid Castle Educational Corp – Union Bank of Taiwan Loan Application Approval Notice (March 31st, 2008)

Whereas your company (family)brings forward the credit limit application to this bank, the approval content of the bank is as follows, please use the credit limit as soon as possible (3 months at latest).

Kid Castle Educational Corp – FIRST SINO BANK Company Name: Kid Castle Educational Software Development Company Limited Company Address: Room 403D, 768 Quxi Road, Luwan District, Shanghai To: Min-Tan Yang About: Financing Limit Contract To Who May Concern: (March 31st, 2008)

We are pleased to provide the following financing limit (the “limit”) to your party according to the General Terms concluded with your party and the terms and conditions as follows:

Kid Castle Educational Corp – Jiangxi 21st Century Wonderland Culture Spreading Co., Ltd. Equity Transfer Agreement (June 15th, 2007)
Kid Castle Educational Corp – Agreement (June 14th, 2007)

Whereas Party A has assigned all the copyright in Mainland China to Shanghai Kid Castle Education Software Development Co., Ltd., and the company has signed a contract with Party B in relation to the use of relevant copyright license. To fully guarantee the rights and interests of parties concerned, Party A and Party B conclude the following clauses in terms of revoking relevant copyright licensing contracts:

Kid Castle Educational Corp – Lease Agreement (June 14th, 2007)

This Lease is made by and between LESSOR: Wang, Rei-Bi (hereinafter referred to as "Party A") and LESSEE : Kid Castle Internet Technology Corporation (hereinafter referred to as "Party B"). Both parties agree to abide by the terms and conditions set forth as follows:

Kid Castle Educational Corp – Business Director: _______ Business Handler: ________ Supplemented Agreement Accounting Director: ______ Accounting Handler: ______ (June 14th, 2007)

□2. The grace period is from _____ to _____. The interest is paid on _______ of each month, the principal and interest is reimbursed according to the annuity method averagely per month upon the expiry of grace period and the residual principal will be reimbursed upon the expiry day.

Kid Castle Educational Corp – HOUSE LEASE AGREEMENT This Agreement is made by and between: (June 14th, 2007)

In accordance with the "Agreement Law of the People's Republic of China" and the regulations concerned, to assure the relationship of rights and obligations among the Lessor, Lessee and the Premises Manager, this Agreement is based on the agreement of the parties through identical negotiation.

Kid Castle Educational Corp – Amount of Approved Loan NT$20,000,000.- Loan Category 1. Middle-term unsecured loan : NT$20,000,000.- 2. Middle-term unsecured loan : NT$5,352,000.- 3. Business credit card loan: NT$2,000,000 Term of Loan Oct. 16, 2006 - Sept. 30, 2007 Interest Rate 1. Middle-term unsecured loan : [Base Lending Rate] + 1.3% (current : 5.37%) 2. Middle-term unsecured loan : [Base Lending Rate] + 1.3% (current : 5.37%) Loan Conditions & Supplementary Items 1. Re-request the Board Resolution of the Executive Board on loan approval determination 2. Re-request loan guarantee and loan agreement of both Pai Suang-Yi (June 14th, 2007)
Kid Castle Educational Corp – Notification of Approved Loan (March 8th, 2007)

The Bank is pleased to inform you that your applied installment loans are approved by the Board of the BANK and the terms and conditions for the installment loans approved are set as follows:

Kid Castle Educational Corp – Authorization Agreement (March 8th, 2007)

In order to get credit and loan information of the Contractor and other requirements for operations that are appropriate to registered business items, the authorized person and the guarantor Pai Suang-Yi (hereinafter referred to as “Contractor”) agrees that the Bank may, within the specific purposes and requirements under registered business items or other business needs, provide the information of the Contractor, such as profile, financial status, current accounts and remittance logs, credit card records, credit transactions, credit reference reports, loan related data, and personal credit data in relation to this Agreement, etc., for the Bank units, the same trade, Joint Credit Information Center, Small and Medium Business Credit Guarantee Fund, The Overseas Chinese Credit Guarantee Fund, Agricultural Credit Guarantee Fund, Financial Information Service Co., Ltd., the Taiwan Clearing House, Taiwan Securities Central Depository Co., Ltd., National Credit Card Center of R.O.C., those p

Kid Castle Educational Corp – FUHWA BANK ACKNOWLEDGEMENT OF INDEBTEDNESS FOR A LOAN EXTENSION (USED FOR DEMAND LOAN) Customer Number: 11589 (March 8th, 2007)

This Acknowledgement of Indebtedness (“I.O.U.”) is executed by Kidcastle Internet Technology Co. Ltd. (the “Borrower”) for a loan extended by Fuhwa Bank (including its headquarter and all branches) (the “Bank”). The Borrower invites the joint and several guarantor(s) to provide a guarantee to jointly and severally guarantee the Borrower’s performance of the obligations under the I.O.U. and agrees to the following terms and conditions:

Kid Castle Educational Corp – Amount of Approved Loan NT$40,000,000.- Loan Category 1. Middle-term unsecured loan : NT$10,000,000.- 2. Middle-term unsecured loan : NT$30,000,000.- Term of Loan March. 21, 2005 - March. 31, 2006 Interest Rate 1. Middle-term unsecured loan : [Base Lending Rate] + 1.65% (current : 5.33%) 2. Middle-term unsecured loan : [Base Lending Rate] + 2.15% (current : 5.83%) Loan Conditions & Supplementary Items 1. Re-request the Board Resolution of the Executive Board on loan approval determination 2. Re-request loan guarantee and loan agreement of both Pai Suang-Yi and Yang Ming-Tan 3. Middle-term unse (March 8th, 2007)
Kid Castle Educational Corp – Contract (January 4th, 2007)

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.

Kid Castle Educational Corp – LOAN SETTLEMENT AND CONVERSION AGREEMENT among SUANG-YI PAI MIN-TAN YANG and KID CASTLE EDUCATIONAL CORPORATION December 28, 2006 (January 4th, 2007)

This Loan Settlement and Conversion Agreement, effective as of December 28, 2006, (the “Agreement”) is entered into by Suang-Yi Pai (“Pai”), Min-Tan Yang (“Yang”), and Kid Castle Educational Corporation (the “Company”).

Kid Castle Educational Corp – Contract (January 4th, 2007)

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.

Kid Castle Educational Corp – FUHWA BANK ACKNOWLEDGEMENT OF INDEBTEDNESS FOR A LOAN EXTENSION (USED FOR DEMAND LOAN) Customer Number: 11589 (July 3rd, 2006)

This Acknowledgement of Indebtedness (“I.O.U.”) is executed by Kidcastle Internet Technology Co. Ltd. (the “Borrower”) for a loan extended by Fuhwa Bank (including its headquarter and all branches) (the “Bank”). The Borrower invites the joint and several guarantor(s) to provide a guarantee to jointly and severally guarantee the Borrower’s performance of the obligations under the I.O.U. and agrees to the following terms and conditions:

Kid Castle Educational Corp – Lease Agreement (April 15th, 2005)

Exhibit 10.15 Lease Agreement This Lease is made by and between LESSOR: Kid Castle Internet Technology Corporation (hereinafter referred to as "Party A"), LESSEE: Chevady Educational Corporation (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 July 1st, 2004 to June 30th, 2005. 3. The monthly rental: NT$5,000(FIVE THOUSAND 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 (th

Kid Castle Educational Corp – Lease Agreement (April 15th, 2005)

Exhibit 10.17 Lease Agreement This Lease is made by and between LESSOR: Kuan Lei Construction Ltd. (hereinafter referred to as "Party A"), LESSEE: Kid Castle Internet Technology Corporation (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: 8th Floor, No. 100, Ming-Chuan Road, Hsintien City, Taipei County, under the Lease. 2. The term of the Lease shall be Four years and Six months, commencing from November 1st, 2004 to April 30th, 2009. 3. The monthly rental: NT$165,000(ONE HUNDRED SIXTY FIVE THOUSAND NT Dollars) (with a receipt originally issued for the payment of the rental by Party A) shall be paid by Party B without delay or rejec

Kid Castle Educational Corp – HOUSE LEASE AGREEMENT (April 15th, 2005)

Exhibit 10.11 HOUSE LEASE AGREEMENT This Agreement is made by and between: Lessor: Real Estate Co. of Shanghai China International Travel Service Co., Ltd. Lessee: Shanghai Kid Castle Educational Software Development Corporation Premises Manager: Shanghai Kuo Chi Lu Articles Management Ltd. Agreement No.: GL04-4 In accordance with the "Agreement Law of the People's Republic of China" and the regulations concerned, to assure the relationship of rights and obligations among the Lessor, Lessee and the Premises Manager, this Agreement is based on the agreement of the parties through identical negotiation. ARTICLE 1 LEASE LOCATION: 4th Floor, International Travel Mansion, No. 1277, Beijing West Road, Shanghai ARTICLE 2 LEASE AREA (all the "area" in this Agreement designates the building area)

Kid Castle Educational Corp – APPROVAL NOTICE (April 15th, 2005)

Exhibit 10.9 CHAILEASE FINANCE CO., LTD. 8F, 362, Rueiguang Rd., Taipei, Taiwan, 114 TEL: (02) 87526388 FAX: (02)87526296 To: Kid Castle Internet Technology Corporation Attn: Vice Chairman Mr. Chiu/ Vice manager Mr. Huang Date: 2004/08/40 From : Lin, Chung De of Chailease Finance Co., Ltd Page: 1 APPROVAL NOTICE Approved financial amount: NT$ 20,000,000 Guarantee: 20% deposit and 20% checks as second security Maturity Period: 24 months Payment amount: 20,000,000 + 1,000,000 (5% sales tax)= 21,000,000 Payment date: August 31, 2004 Detail of the checks: As stated in the quotation Note: Payee of the check shall be Chailease Finance Co., Ltd. Endorsement of the check shall be allowed. To be provided 1. Invoice to : Chailease Finance Co., Ltd. Business Uniform No.: 05072925; Items: Books, stationary and etc. Amount: $20,000,000

Kid Castle Educational Corp – Lease Agreement (April 15th, 2005)

Exhibit 10.14 Lease Agreement This Lease is made by and between LESSOR: Wang, Rei-Bi (hereinafter referred to as "Party A") and LESSEE : Kid Castle Internet Technology Corporation (hereinafter referred to as "Party B"). Both parties agree to abide by the terms and conditions set forth as follows: 1. Premises under the Lease: 8th F-5, No. 251, Ming-Chuan 1 Road, Kaohsiung City. 2. The term of the Lease shall be two years, commencing from June 1st, 2004 to May 31st, 2006. 3. Rent: A. The monthly rent shall be NT$48,000 (including value added tax) and shall be paid on the first day of each month. B. Party B shall pay a rental deposit of NT$165,000 to Party A. The said rental deposit shall be returned to Party B without interest upon expiration of this Lease, when Party B vacates and surrenders the Premises to Party A.

Kid Castle Educational Corp – PURCHASE AGREEMENT (April 15th, 2005)

Exhibit 10.10 PURCHASE AGREEMENT (No. 9311k0601) This Agreement is entered into between Bowa Internation Leasing Corporation ("Party A") and Kid Castle Educational Corporation ("Party B"). Whereas Party B purchases subject items listed in Exhibition 1 from Party A, both parties agree as follows: 1. Term of Payment The total payment of the subject items (the sum of first payment and all installment, not including tax), first payment, service charge and installments are listed in Exhibition 2. Party B shall make first payment and commission in advance, and each installment based on the date and amount listed in Exhibition 2 by executing credit instruments to Party A. Before completion of the total payment, Party A still has ownership of subject items. 2. Delivery and Insp

Kid Castle Educational Corp – LEASE AGREEMENT (April 15th, 2005)

Exhibit 10.18 LEASE AGREEMENT This Agreement is entered into between Jen Shan Chang and Hon Chan Lin("Party A") and Kid Castle Educational Corporation ("Party B"). For the purpose of renting the subject building, both parties agree as follows: 1. SUBJECT BUILDING Owner: Jen Shan Chang and Hon Chan Lin Location: No. 242, Ming-Yi Rd., Section 1, Wugu Shiang, Taipei County Lease Scope: principal building, accessory building and common area, the total area is 3,300 sq m Building No.: 00037, 00038, 00039, 00040, 00041, 00109 and 00110 Title scope: complete ownership with mortgage Lease scope: the whole marked building 3 parking lots (No. 7~9, exclusive for 24-hour tenant) Public facilities such as existing roads, lanes and stairs (in addition to

Kid Castle Educational Corp – Lease Agreement (April 15th, 2005)

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 an

Kid Castle Educational Corp – JOINT VENTURE AGREEMENT (May 14th, 2004)

EXHIBIT 10.2 ENGLISH LANGUAGE SUMMARY OF JOINT VENTURE AGREEMENT BY AND BETWEEN LANBEISI EDUCATION & CULTURE INDUSTRIAL CO., LTD, SICHUAN PROVINCE EDUCATION INSTITUTIONAL SERVICE CENTER, AND KID CASTLE EDUCATIONAL SOFTWARE DEVELOPMENT CO., LTD. [ENGLISH LANGUAGE SUMMARY OF ORIGINAL AGREEMENT WHICH IS IN SIMPLIFIED CHINESE] The Joint Venture Agreement (the "JV Agreement") was entered into by and between LANBEISI Education & Culture Industrial Co., Ltd, in Sichuan Province, People's Republic of China ("PRC")("Party A"), Sichuan Province Education Institutional Service Center, in Sichuan Province, PRC ("Party B") and Kid Castle Educational Software Development Co., Ltd. ("Party C") on April 28, 2004 for the purpose of forming a joint venture company called Sichuan LANBEISI K

Kid Castle Educational Corp – JOINT VENTURE AGREEMENT (May 14th, 2004)

EXHIBIT 10.1 ENGLISH LANGUAGE SUMMARY OF JOINT VENTURE AGREEMENT BY AND BETWEEN TIANJIN FOREIGN ENTERPRISES & EXPERTS SERVICE CORP., AND KID CASTLE EDUCATIONAL SOFTWARE DEVELOPMENT CO., LTD. [ENGLISH LANGUAGE SUMMARY OF ORIGINAL AGREEMENT WHICH IS IN SIMPLIFIED CHINESE] The Joint Venture Agreement (the "JV Agreement") was entered into by and between Tianjin Foreign Enterprises & Experts Service Corp. of Tianjin City, China ("Party A"), and Kid Castle Educational Software Development Co., Ltd. ("Party B") on April 1, 2004 for the purpose of forming a joint venture company called Tianjin Kid Castle Educational Investment Consulting Co., Ltd. under the laws of the People's Republic of China (the "JV"). The JV Agreement provides that the JV will have a total capitalization and registered capital of RMB$ 1 million. Party A will co