Exhibit 10.12

ANTIGUA AND BARBUDA


THIS  DECLARATION  OF TRUST is made on the ____ day of  _____,  1999 by  DOUGLAS
ALBERT  LORNE  MCLEOD  of  688-6  Ishikawa,   Kanagawa,   Fujisawa  City,  Japan
(hereinafter called "The Trustee").

WHEREAS STAR  COMMUNICATIONS,  LTD. Now known as BINGO.COM  (ANTIGUA),  INC. was
registered  as an Antigua  Company on the 7th day of April 1999  pursuant to the
International  Business  Corporations  Act,  Cap. 222 of the Laws of Antigua and
Barbuda.

AND WHEREAS  DOUGLAS ALBERT LORNE MCLEOD is the registered  holder of 820 shares
of US $1.00 each par value  common  stock in the capital of STAR  COMMUNICATIONS
LIMITED  now  known  as  BINGO.COM  (ANTIGUA),  INC.  (hereinafter  called  "The
Company").

AND WHEREAS BINGO.COM,  INC. incorporated under the laws of the State of Florida
and having a business  office at Suite 700,  543  Granville  Street,  Vancouver,
British  Columbia,  Canada  (hereinafter  called "the donee") is the  beneficial
owner of the shares aforesaid.

NOW THIS DEED WITNESSETH as follows:

1.   The Trustee hereby  declares  himself as trustee of the said shares for the
     donee  absolutely  and that he will  henceforth  hold the said  shares upon
     trust:

     (i)  To pay,  apply,  dispose  of and deal  with the  said  shares  and all
          dividends,  bonuses  and other  monies  to which  they may at any time
          hereafter become entitled in respect of the same or any of them and to
          exercise all voting and other powers and rights  attached or hereafter
          to be  attached  to the  same or any of them  in  such  manner  in all
          respects as the donee shall from time to time direct;  and

     (ii) If and  whenever  requested  by the donee so to do, to use their  best
          endeavours to procure the said shares to be  transferred  in the names
          of the donee in the books of the  Company  and to  execute  and do all
          instruments and things necessary for that purpose.

2.   The power of  appointing a new trustee or new trustees  hereof is vested in
     the donee.

3.   Notwithstanding  any of the Trust powers and provisions  herein  contained,
     the donee  shall  have power at any time to  release  any  power,  right or
     discretion vested in the Trustee under the Trusts hereof.

4.   The Trustee shall be entitled to charge and be paid all usual  professional
     and other charges for business transacted,  time spent and acts done by him
     or any other partner of his in connection with the Trusts hereof, including
     acts which he is not being in any  profession  or business  could have done
     personally.







5.   It is hereby declared that this Trust is created for the purpose of holding
     shares that may be vested in the Trustee to be held upon the Trusts hereof.

6.   This Trust is  established  under the Laws of Antigua  and  Barbuda and the
     construction and effect of each and every provision hereof shall be subject
     to the exclusive  jurisdiction  of and construed only according to the laws
     of Antigua and Barbuda.

7.   This deed shall be executed in duplicate  as an original and one  duplicate
     copy each of which shall  constitute  one and the same  instrument  and the
     original Deed shall be kept by the Trustee.

IN WITNESS  WHEREOF the Trustee has set his Hand the day and year herein  before
written.





SIGNED, SEALED AND DELIVERED by    )
DOUGLAS ALBERT LORNE MCLEOD        )
Before and in the presence of:     )      --------------------------------
                                   )
                                   )
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