EXHIBIT 10.25
Agreement of Sale and Purchase
Contract No. : 92-K1403-G
This Agreement is made by and between Chailease Finance Co.. Ltd.[CHINESE
CHARACTER] (hereinafter referred to as "Party A") and Kid Castle Internet
Technology Corporation (hereinafter referred to as "Party B") for the purchase
of the objects described hereunder.
Name Spec. Unit
------------------------------------------------------- -------------- ----
Magazine the Original Edition, Issue 3, 3BOOKS/2CD/1CDR MEUA0200003 4214
Magazine the Original Edition, Issue 6, 3B/2CD/1CDR MEUA0200006 6548
Magazine Issue 9, 3B/2CD/1CDR MEUA0200009 6828
Magazine Issue 13, 3B/2CD/1CDR MEUA02000013 9653
Magazine the Original Edition, Issue 3, 3B/2CD MEU80200003 9173
Magazine the Original Edition, Issue 6 (89/03), 3B/2CD MEU80200006 7341
Magazine the Original Edition, Issue 6, 3B/2TAPES/1CDR MEU90200006 3190
Magazine Issue 9, 3B/2T/1CDR MEU90200009 5393
Magazine the Original Edition, Issue 2, 3B/2CD/1CDR MEUA0200002 3105
Magazine the Original Edition, Issue 4, 3B/2CD/1CDR MEUA0200004 2606
Magazine Issue 7, 3B/2CD/ICDR MEUA0200007 5211
Magazine Issue 10, 3B/2CD/1CDR + FREE GIFT MEUA02000010-G 4455
Magazine Issue 16, 3B/2CD/1 CDR + FREE GIFT MEUA02000016-G 137
Magazine the Original Edition, Issue 4, 3B/2CD MEU80200004 7579
Magazine Issue 7, 3B/2CD MEU80200007 3533
Magazine the Original Edition, Issue 1, 3B/2CD MEU80200001 3916
Magazine Issue 13, 3B/2T/1CDR MEU90200013 7472
Magazine the Original Edition, Issue 5, 3B/2CD/1CDR MEUA0200005 7769
Magazine Issue 8, 3B/2CD/1 CDR MEUA0200008 4511
Magazine Issue 12, 3B/2CD/1CDR MEUA02000012 3556
Magazine the Original Edition, Issue 2, 3B/2CD MEU80200002 6996
Magazine the Original Edition, Issue 5(89/03), 3B/2CD MEU80200005 7111
Magazine Issue 13, 3B/2CD MEU80200013 2968
Magazine Issue 7, 3B/2T/1CDR MEU90200007 2649
Magazine the Original Edition, Issue 1, 3B/2CD/1CDR MEUA0200001 5420
Both parties agree to abide by the terms and conditions set forth.
1. The Amount of the Objects and Method of Payment:
A. The Amount of the Objects : NT$22,206,600.
B. The Downpayment: NT$0.
C. The Method of Payment: (exclusive of tax)
Pay Date Amount
---------------- ------------
April 30, 2003 : NT$1,233,700
May 31, 2003 : NT$1,233,700
June 30, 2003 : NT$1,233,700
July 31, 2003 : NT$1,233,700
August 31, 2003 : NT$1,233,700
September 30, 2003 : NT$1,233,700
October 31, 2003 : NT$1,233,700
November 30, 2003 : NT$1,233,700
December 31, 2003 : NT$1,233,700
January 31, 2004: NT$1,233,700
February 29, 2004 : NT$1,233,700
March 31, 2004: NT$1,233,700
April 30, 2004 : NT$1,233,700
May 31, 2004: NT$1,233,700
June 30, 2004 : NT$1,233,700
July 31, 2004 : NT$1,233,700
1 August 31, 2004: NT$1,233,700
September 30, 2004 : NT$1,233,700
D. Upon signing of the Agreement, The Party B shall
issue checks with the dates and the amounts
respectively prescribed in the preceding installment
table to Party A and Party A shall cash each check on
its due date. Before the total repayments for the
objects are paid off, Party A shall have the
ownership of those objects.
2. Goods Delivery and Check for Receiving :
After signing of the Agreement, the Party B shall provide a
Certificate(s) of Verification[CHINESE CHARACTER] to Party A
upon receiving the objects. In the event the supplier shall be
a third party, the Party B shall directly receive the objects
from the third Party And provide a Certificate(s) of
Verification[CHINESE CHARACTER] to Party A upon receiving the
objects.
3. Defaults :
Before all obligations are paid off, in the event Party B
shall fail to pay in any installment prescribed in Article 1,
Party A shall deem all installments of the Agreement are due.
In the event the following conditions are incurred, Party B
shall lose the right of paying in installments and Party A
shall request all repayments are paid off by Party B at once
without sending any prior notice to Party B or performing
legal procedures:
A. Any dated check provided by Party B is
dishonored by either of the reasons, such as
non-payment, non-acceptance, or other
reasons.
B. It is obvious that Party B shall not perform
the provisions of this Agreement on schedule
owing to a growing concern on incredibility
problem of Party B.
C. Party B randomly disposes of the objects
without obtaining a written approval from
Party A.
D. Party B is under compulsory executions, such
as provisional seizure, provisional,
disposition and false execution; or under a
declaration of bankruptcy, a conciliation
application or a declaration of liquidation,
owing to other obligations.
E. The beginning of succession is owing to
Party B's death, disappearance or other
matters and any inheritor(s) of Party B shall declare
limited succession or renounce right to inherit.
F. Party B moves to other place without notifying Party
A or rejects to change to another joint guarantee(s)
according to the notice given by Party A.
Party B shall be liable to pay a penalty for above defaults at
an interest rate of 0.03% on a daily basis starting from the
default date to the payoff date.
4. Liability for Guarantee :
A. The Joint Guarantor(s) of Party B shall ensure that
Party B performs all provisions of this Agreement. In
the event Party B makes any violation of this
Agreement, the Joint Guarantor(s) shall be held
liable for the repayments and abandonment of all
rights to protest that are prescribed in Section 24
of the Civil Code-Obligations of the R.O.C. and
associate regulations. Moreover, the joint guarantor
shall abide to the following conditions listed below:
I. The liabilities on guarantees include all
payments, check amounts, money that is given
in advance and service charges incurred at
present and in the future owing to Party B's
business. Additionally, the default
penalties, interests, deferred interests,
all kinds of expenses, the compensation for
any loss to Party A and encumbrances that
are incurred from other subordinate
principal obligations owing to
non-performance of obligations by Party B
are accounted.
II. The Party B may make some amendment to
conditions of this Agreement should the
Party B deem it necessary with Party A's
approval during the term of this Agreement,
thereupon Party B's Joint Guarantor(s) shall
be unconditionally and continuously liable
for the liabilities on guarantees regardless
on whether the Joint Guarantor(s) receives a
prior notice or not.
III. Party A may renounce any real right of
pledge provided by Party B and have right of
acceptance and refusan should there be delay
of repayment or replacement of security of
Party B without any agreement form obtained
from the Party B's Joint Guarantor. In such
cases, the Joint Guarantor(s) shall not have
any objections or claim on the decrease of
the liabilities of the guarantees.
IV. In the event that Party B shall be lacking
any essentials of the Sales and Purchase
Agreement or of the issued checks, having
any uncompleted procedures, having any
defeats liability on the recover of
security, the party's Joint Guarantor(s)
shall be deemed responsible for the
liabilities incurred.
V. In the event that the Joint Guarantor(s)
deemed itself unable to fulfill the role of
being a guarantor, Party B shall find
another Joint Guarantor(s) with the Party
A's approval and should complete all the
formalities in obtaining a Joint
Guarantor(s). Only after Party A gives a
written approval can the liabilities on
guarantees be released under this Agreement;
otherwise any declaration of ceasing being
guarantee(s) by being published in the
newspaper or any postal attested letter are
nullius juris.
B. Party A may deem Party B's Joint Guarantor(s)
incompetent on being a guarantor. Should the above
mentioned situation arise. Party A may request Party
B to fund a new Joint Guarantor(s) for replacement in
which Party B has no rights on objection.
5. Others:
A. An amendment to the Agreement may be made if deemed
necessary by a party. Should there be amendment
during the term of the Agreement, the amendment
should have the consent of both parties for it to
take effect. In the event the conditions of this
Agreement are amended without a prior notice being
given to or a prior approval by the Joint
Guarantor(s), the Joint Guarantor(s) shall be liable
for joint and several liabilities without claiming
imprescriptible objection. In addition, Party A
agrees that the Joint Guarantor(s) shall be
continuously liable for joint and several liabilities
whilst Party B shall delay paying off the
obligations.
B. In the event that Party B voluntarily renounced the
right of paying installments and decided to pay off
all repayment before the due date one time, it should
furthermost receive Party A's approval. By doing one
time payment of all dues, Party A shall calculate and
reduce all the interests within the installment
periods in accordance with the interest rate of
temporary accomodations announced by the Central Bank
from the amount of all undue repayments between the
payoff date and the last installment period.
C. Party B and Party B's Joint Guarantor(s) shall
jointly issue checks with the total amount of
NT$22,206,600 to Party A. In the event Party B shall
be deemed to have violated this Agreement, under
which the checks shall be paid for the all
obligations to Party A in accordance with this
Agreement.
D. Upon signing of this Agreement, Party B shall pay to
Party A a service charge of NT$0.
E. The term of this Agreement shall be from March 31st,
2003 to September 30th, 2004.
6. Court Jurisdiction :
The location wherein Party A is located shall be the place for
the performance of obligations according to this Agreement. In
case of any disputes arising from this Agreement, both Parties
and the joint Guarantor agree that case shall be subjected to
the jurisdiction of Taipei District Court for the first trial
of such lawsuit.
7. This Agreement shall be in duplicate and two copies, each Party shall
hold an original and one
copy, respectively, for record.
The Parties :
Party A : Chailease Finance Co., Ltd., [CHINESE CHARACTER]
Responsible Person : Xxxx, Xxxx-Long
Party B : Kid Castle Internet Technologies Corporation
Responsible person : Wang, Kuo- An
Address : 0xx Xxxxx, Xx. 000, Xxxxx Xxx Xxxx, Xxxx-xxxx Xxxx,
Xxxxxx Xxxxxx
Joint Guarantor : Wang, Kuo-An
Date : March 31st, 2003
Joint Guarantor : Xxxx, Xx-En
Date : March 31st, 2003
Date: March 31st, 2003
