EXHIBIT 10.12 May 30, 1997 With this note, I, A. Scott Dockter, hereby loan Thirty-Five Thousand Dollars ($35,000.00) of my personal funds to Newgold Inc., Reno, Nevada, to be repaid upon my demand. This loan bears interest at the rate of eight...

                                                                   EXHIBIT 10.12

May 30, 1997




With this note, I, X. Xxxxx Xxxxxxx,  hereby loan  Thirty-Five  Thousand Dollars
($35,000.00) of my personal funds to Newgold Inc.,  Reno,  Nevada,  to be repaid
upon my demand.

This loan bears interest at the rate of eight percent (8%) until paid in full.


                                                  NEWGOLD INC.



/s/ X. Xxxxx Xxxxxx                               By  /s/ Xxxxxx X. Xxxxxx
---------------------                                 --------------------
X. Xxxxx Xxxxxxx                                  Xxxxxx X. Xxxxxx, Treasurer