Exhibit 10.12
                                 LOAN AGREEMENT

THIS  LOAN  AGREEMENT  (This  "Agreement")  date July 27, 2000, is made between;

(1) ASIA PROPERTIES, INC. a company organized and existing under the laws of the
United  States  of America and having a contact address at 86/14 Sukhumvit Road,
North  Klongtan,  Wattana,  Bangkok,  10110  (the  "Borrower")  and

(2)  DANIEL S. MCKINNEY, a person, with United States passport number 700440754,
and  residing  at  13978  Marine  Drive,  White  Rock,  B. C. Canada V4B1A5 (the
"Lender").

WHEREAS,  the Borrower wishes to obtain funds for working capital of the company
and  the  Lender  is willing to make a loan to the Borrower in the amount of US$
10,000.00  (Ten  thousand U.S. dollars only) subject to the terms and conditions
of  this  Agreement  (the  "Loan").

NOW  THEREFORE,  the  parties  here  to  agree  as  follows:

SECTION  1:  THE  LOAN
             ---------

The  lender  agrees,  subject  to the terms and conditions of this Agreement, to
make  a  loan to the Borrower for the sole purpose of meeting operational needs.

SECTION  2:  INTEREST
             --------

The  Borrower  agrees to pay interest on the Loan at a rate equivalent to 8% per
annum.  Interest  on  the  Loan  shall  be computed on the basis of 365 days and
actual  days  elapsed from and including the day of this agreement but excluding
the  day  of  repayment  of  principal.

SECTION  3:  REPAVMENT
             ---------

The  Borrower  agrees  to  pay the entire amount, comprising the capital and all
interest  and  charges  due  thereon  immediately  upon  written demand from the
Lender,  subject  to  section  4 of this agreement. The Borrower shall repay the
Loan  in  the  same  currency  as  it  was  denominated  by  the  Lender.

SECTION  4:  CONVERSION
             ----------

In  the  event  that  The Borrower is unable (in the opinion of The Borrower) to
repay  the Lender in cash, The Borrower agrees to issue the equivalent amount in
common  shares  of  The  Borrower,  at a conversion rate equivalent to the Share
Purchase and Sale Agreement dated 4th February 2000 between Asia Properties Inc.
and the Shareholders of Northbridge Communities Limited. (US$ 20,260,052 divided
by  4,600,000  is  equivalent  to  US$  4.41  per  share.)

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SECTION  4:  AMENDMENT
             ---------

Both  parties  agree that this agreement may be amended if both parties agree to
the  amendment.

Both  parties understand this Agreement thoroughly, agree that it corresponds to
their  intent, and therefore affix their signatures in the presence of witnesses
on  the  above  written  date.

ASIA  PROPERTIES,  INC.                      DANIEL  S.  MCKINNEY

By:  /s/  Nicholas  St.  Johnston            By:  /s/  Daniel  S.  McKinney
     ----------------------------                 -------------------------

Title:  Chief  Executive  Officer

Date:  July  27,  2000                       Date:  July  27,  2000

Witness:  _____________________              Witness:  ________________