BANGLA PROPERTY MANAGEMENT, INC.
                          (A Development Stage Company)


EXHIBIT 10.12-MATERIAL CONTRACT
PROPERTY MANAGEMENT AGREEMENT #12
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                          PROPERTY MANAGEMENT AGREEMENT
                          -----------------------------

This Agreement made this    1ST    day of  FEBRUARY     , 2002.
                        -----------      ---------------  ----

BETWEEN:

                        BANGLA PROPERTY MANAGEMENT, INC.
                        A corporation incorporated under
               the laws of the State of Colorado, or its assignee.
               ---------------------------------------------------
                            (hereinafter the "Agent")
                                                              OF THE FIRST PART,
                                     - AND -

                                 DMYTRO KAZYMYRA
               ---------------------------------------------------
                            (hereinafter the "Owner")
                                                             OF THE SECOND PART.

     WHEREAS the Agent is in the  business of managing  revenue  properties  for
     -------
owners;

     AND WHEREAS the Owner  holds legal title to a certain  revenue  property or
     -----------
revenue properties;

     AND  WHEREAS the Owner  wishes to retain the Agent to manage  said  revenue
     ------------
property or revenue properties;

     NOW THEREFORE,  in consideration of the premises and mutual  agreements and
     -------------
covenants  herein  contained  and other  good and  valuable  consideration  (the
receipt and  adequacy  of which is hereby  mutually  acknowledged),  the parties
hereby covenant and agree as follows:

1.0  TERM
     ----

     1.1  The Owner  hereby  engages  the Agent and the Agent  hereby  agrees to
          render  property  management  services  to the  Owner  from  the  date
          indicated above for a period of one year;

     1.2  Unless  this  agreement  is  cancelled  pursuant  to the terms of this
          Agreement,  the Term shall automatically renew for additional one-year
          periods under the same terms and conditions,  unless  otherwise agreed
          in writing by the parties.

     1.3  The Owner hereby exclusively  retains the Agent for the Term and shall
          not retain any other  professional  for the purpose of performing  the
          services  to be provided  by the Agent  without  the  express  written
          consent of the Agent.

2.0  PROPERTY
     --------

     2.1  The Owner  hereby  represents  to the Agent that the Owner holds legal
          title to the  following  described  property  hereinafter  called  the
          "Premises."  In the  event  the  legal  Owner is  unable  to sign this
          Property  Management  Agreement the legal  representative of the Owner
          may sign on the Owner's behalf after producing proper documentation.

            PROPERTY ADDRESS:     3606 DEWDNEY AVENUE
                                  -------------------------------------------
                                  REGINA, SASKATCHEWAN
                                  -------------------------------------------

                                  -------------------------------------------


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<PAGE>



                        BANGLA PROPERTY MANAGEMENT, INC.
                          (A Development Stage Company)


            LEGAL DESCRIPTION:               LOT 24 BLOCK 218
                                  -------------------------------------------
                                             PLAN DV 4404
                                  -------------------------------------------
                                             SUBDIVISION OLD 33
                                  -------------------------------------------
                                  (hereinafter the "Premises")

3.0  AGENT'S OBLIGATIONS
     -------------------

     3.1  During the Term or any  automatic  renewal  thereof,  the Agent  shall
          provide the following property management services to the Owner:

               (i)       Renting the Premises;
               (ii)      Leasing the Premises;
               (iii)     Renewing rental or Lease agreements;
               (iv)      Execute leases for terms not in excess of one year;
               (v)       Advertising the Premises;
               (vi)      Investigate references of prospective tenants;
               (vii)     Terminating tenancies; and
               (viii)    Sign  and  deliver  all  appropriate  notices  to the
                         tenant;
               (ix)      Minor exterior repairs;
               (x)       Tree and hedge trimming; and
               (xi)      Lawn care.

     3.2  The  services  of the Agent are  non-exclusive.  The Agent may  render
          services of the same or similar  nature,  as herein  described,  to an
          owner whose  business is in  competition  with the Owner,  directly or
          indirectly.

4.0  OWNER'S OBLIGATIONS
     -------------------

     4.1  During the Term or any automatic renewal thereof, the Owner shall give
          the Agent the authority to perform all property management services as
          set out in sub paragraph 3.1 hereof, that may be exercised in the name
          of the Owner and the expense thereof assumed by the Owner.

     4.2  In  addition  to all  expenses  incurred by the Agent on behalf of the
          Owner as aforesaid,  during the Term or any automatic renewal thereof,
          the Owner agrees to pay the Agent, in respect of the Premises, the sum
          of USD $50.00 per month for management  services provided to the Owner
                  -----
          as set out above.  Any such payments  related to services  provided in
          any  particular  month shall be payable not later than the 15th day of
          the following month.

     4.3  In the event that the Agent advances monies on behalf of the Owner, or
          the Owner is indebted to the Agent for any reason  arising out of this
          Agreement,  the  Owner  agrees  to  promptly  pay,  upon  demand  such
          indebtedness  to the  Agent.  Any such  indebtedness  not paid  within
          twenty days after  notice  shall be subject to interest at the maximum
          rate  permitted  by law and  shall  constitute  lien  rights  upon the
          Premises for services, materials or management fees.

     4.4  During the Term and any automatic renewal thereof, the Owner agrees to
          carry  insurance in respect of the Premises,  at the Owner's  expense,
          according to the  recommended  guidelines of the  insurance  industry,
          including but without  limitation,  liability  insurance in sufficient
          amounts to cover both the Owner and the Agent.

     4.5  During the Term and any automatic renewal thereof, the Owner agrees to
          fully  comply  with  all  Federal,  Provincial,   Municipal  or  other
          legislation,  provisions, standards and rules in respect of owning and
          operating revenue properties.  Notwithstanding  paragraph 12.0 hereof,
          where any such statute, provision or rule is breached, the Agent, upon
          giving notice to the Owner,  may terminate this Agreement within seven
          days.



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<PAGE>

                        BANGLA PROPERTY MANAGEMENT, INC.
                          (A Development Stage Company)

     4.6  The Owner shall be solely  responsible for maintaining the Premises in
          a good state of repair and clean-up.

5.0  RENTAL AUTHORIZATION
     --------------------

     5.1  The Owner hereby authorizes the Agent to rent the premises to a tenant
          or tenants,  the  suitability of which shall be in the sole discretion
          of the Agent, on the following terms:

               (i)       Monthly rental:                 $ 450.00   ;
                                                         ------------
               (ii)      Security deposit:               $ 450.00   ;
                                                         ------------
               (iii)     Utilities Included, if any:           NONE ;
                                                         ------------
               (iv)      Maximum # of persons: 4                    ;
                                                         ------------
               (v)       Parking included:               YES  X  ; NO     ;
                                                            ------   ------
               (vi)      Pets permitted:                 YES  X  ; NO     ;
                                                            ------   ------
               (vii)     Lease required:                 YES     ; NO  X  ;
                                                            ------   ------

6.0  TRADE SECRETS
     -------------

     6.1  The Agent will not disclose to any other person,  firm or corporation,
          nor  use for its  own  benefit,  during  or  after  the  Term,  or any
          automatic  renewal  of this  Agreement,  any  trade  secrets  or other
          information  designated as confidential by the Owner which is acquired
          by  the  Agent  in  the  course  of  performing  services  under  this
          Agreement.

7.0  INDEMNITY
     ---------

     7.1  The Owner  agrees to  indemnify  and hold the Agent,  its  affiliates,
          control   persons,   officers,   employees,   attorneys   and   agents
          (collectively,  the "Indemnified  Persons")  harmless from and against
          losses,  claims,  damages,  liabilities,  costs, or expenses including
          reasonable attorney's and accountant's fees, joint and several arising
          out of the performance of this Agreement,  whether or not the Agent is
          a party to such dispute. The Owner agrees that it shall also reimburse
          the  Indemnified  Persons for any attorney's fees and cost incurred in
          enforcing this Indemnification against the Owner.

          This Indemnity  shall not apply,  however,  where a court of competent
          jurisdiction has made a final  determination that the Agent engaged in
          gross  recklessness  and willful  misconduct in the performance of its
          services  hereunder  which  gave  rise  to  a  loss,  claim,   damage,
          liability, cost or exposure sought to be resolved hereunder.  However,
          pending  any  such  final   determination,   the  Indemnification  and
          reimbursement  provisions of this Agreement  shall apply and the Owner
          shall perform its obligations hereunder to reimburse the Agent for its
          attorney's fees and expenses.

     7.2  The  provisions  of paragraph 5.1 shall  survive the  termination  and
          expiration of this Agreement.

8.0  ENTIRE AGREEMENT
     ----------------

     8.1  This  Agreement  sets forth the entire  understanding  of the  parties
          hereto  relating to the subject  matter  hereof,  and  supercedes  and
          cancels  any  prior  communications,   understandings  and  Agreements
          between the parties. This Agreement cannot be modified or changed, nor
          can any of its  provisions  be  waived,  except by  written  Agreement
          signed by all parties.

9.0  TIME
     ----

     9.1  Time shall be of the essence in all respects of this Agreement.

10.0  NOTICE
      ------

     10.1 Any notice or other communication which is required or permitted to be
          given or made by one party to the other  party  hereunder  shall be in
          writing and shall be either:

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                        BANGLA PROPERTY MANAGEMENT, INC.
                          (A Development Stage Company)


          (a)  personally delivered to the other party;
          (b)  sent by facsimile transmission; or
          (c)  sent by regular mail, postage prepaid.

     Any  notice  shall be sent to the  intended  recipient  at its  address  as
     follows:

     To the Agent:                        To the Client:
     -------------                        --------------

     1473 Richardson Avenue,              DMYTRO KAZYMYRA
     Los Altos, California                11195 WASCANA MEADOWS
     USA, 94024                           REGINA, SK S4V 2W2
     Fax:  (650) 964-1586                 Fax:  (306) 721-5256

     Or at such  other  address  as any party may from time to time  advise  the
     other by notice in writing.  Any notice given by personal delivery shall be
     deemed to be  received  on the date of such  delivery.  Any notice  sent by
     facsimile transmission shall be deemed to be received the next business day
     following the date of its transmission.  Any delivery by regular mail shall
     be deemed to be delivered 7 business  days  following  the date on which it
     was mailed.

11.0  DILIGENCE BY PARTIES
      --------------------

     11.1 The  parties  shall,  with  reasonable  diligence,  do all  things and
          provide all  reasonable  assurances as may be required to complete the
          services contemplated in this Agreement,  and each party shall provide
          such further  documents,  information or  instruments  required by the
          other party as may be reasonably necessary or desirable to give effect
          to this Agreement and carry out its provisions.

12.0  CANCELLATION
      ------------

     12.1 Either party  hereto has the right to cancel this  Agreement by giving
          the other party 30 days written notice in their intention to do so. In
          the event the Owner terminates this Agreement as aforesaid,  the Agent
          shall be  entitled,  unless  otherwise  agreed  to in  writing  by the
          parties,  to receive two month's  management fees, which fees shall be
          paid prior to the termination of this Agreement.

13.0  SEVERANCE
      ---------

     13.1 Any provision of this Agreement  which is prohibited or  unenforceable
          in any  jurisdiction  shall not  invalidate  the remaining  provisions
          hereof and any such invalid or unenforceable provision shall be deemed
          to be  severed.  Any  such  prohibition  or  unenforceability  in  any
          jurisdiction  shall  not  invalidate  or  render   unenforceable  such
          provision in any other jurisdiction.

14.0  COUNTERSIGNING
      --------------

     14.1 This  Agreement  may be  executed  by  the  parties  in  one  or  more
          counterparts, each of which when so executed and delivered shall be an
          original and such counterparts  shall together  constitute one and the
          same instrument.












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<PAGE>



                        BANGLA PROPERTY MANAGEMENT, INC.
                          (A Development Stage Company)


IN WITNESS  WHEREOF the parties have duly executed this Agreement as of the date
first written above.


                                    BANGLA PROPERTY MANAGEMENT, INC.


                                    By:         /s/ SHAWN ERICKSON
                                          -----------------------------------
                                              Authorized Director/Officer


                                    THE OWNER(S)

                                              /s/ DMYTRO KAZYMYRA
                                    -----------------------------------------
                                    Name:


                                    -----------------------------------------
                                    Name:






































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