Exhibit 10.12


                              TREND MINING COMPANY
                                401 Front Avenue
                                     Suite 1
                           Coeur D'Alene, Idaho 83814

                                                                August 16, 2001

Lillian J. Berger
3009 Palm Aire Drive North
Pompano Beach, Florida  33069

         Re:      Loan Facility

Dear Mrs. Berger:

1)   By this letter agreement, you hereby agree to loan to Trend Mining Company
     ("Trend") an aggregate amount of NINETY THOUSAND DOLLARS ($90,000) (the
     "Loan").

2)   Trend, for value received, hereby unconditionally promises to pay to you in
     U.S. dollars and immediately available funds the entire outstanding
     principal amount of the remitted Loan immediately after completion of a
     private placement of any shares of Trend and concurrently with any amounts
     repaid to Electrum LLC of its loans to Trend (the "Loan Repayment Date"),
     and such outstanding amount shall be paid in proportion to the total
     amounts owed to Electrum LLC and others having provided loan facilities of
     this type to Trend. Trend further promises to pay interest on such
     outstanding principal amount at a rate equal to EIGHT PERCENT (8%) per
     annum, payable semi-annually in arrears. All computations of interest shall
     be based on a 365-day year and actual days elapsed. (The monies loaned to
     Trend under the Loan plus the interest provided for in this paragraph 2 are
     sometimes referred to herein as the "Loan Amount").

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3)   In consideration for you providing the Loan to Trend, concurrent with the
     execution of this letter agreement Trend agrees to issue you warrants to
     purchase 90,000 shares of common stock of Trend at $1.50 per share
     exercisable until June 9, 2004.

4)   Notwithstanding Trend's unconditional obligation to pay the Loan Amount
     when due instead of receiving repayment of the Loan Amount in U.S. dollars,
     you may elect in a notice sent to Trend on or before the Loan Repayment
     Date to require Trend to issue to you one "unit" of Trend securities for
     each $1.25 of the Loan Amount being converted (inclusive of interest
     thereon). Each "unit" will consist of one (1) share of Trend common stock
     and one (1) warrant to acquire a share of Trend common stock at a purchase
     price of $1.50 per share exercisable by you (and/or his assignee(s)) at any
     time on or before September 30, 2006. You may make the election described
     in this paragraph 4 with respect to all or any part of the Loan Amount.

5)   Trend hereby agrees that it will cause the shares of common stock described
     herein and the warrants and the shares of common stock receivable upon
     exercise of the warrants described in paragraphs 3 and 4 hereof, to be
     registered under the Securities Act of 1933 and the "Blue Sky" laws of
     appropriate jurisdictions at the same time as the shares received by
     Electrum LLC and others who having provided loan facilities of this type to
     Trend and received shares of common stock, warrants and common stock
     receivable upon exercise of those warrants are registered under the
     Securities Act of 1933 and the "Blue Sky" laws of appropriate
     jurisdictions.
<PAGE>

6)   The provisions of this letter agreement and the rights and obligations of
     the parties hereunder shall be governed by, and construed and interpreted
     in accordance with the laws of the State of New York without reference to
     conflicts or choice of law provisions thereof, and may not be amended or
     waived without the express written consent of the parties hereto.

7)   Trend hereby agrees that all costs for obtaining this Loan Facility,
     including for the preparation of this letter agreement and the side letter
     agreements and the legal costs thereof, shall be borne entirely by Trend.

8)   This letter agreement may be signed in counterparts, each of which shall be
     deemed an original but all of which together shall constitute one and the
     same instrument.

                                                 Sincerely,

                                                 TREND MINING COMPANY


                                                 By:  /s/ Kurt Hoffman
                                                 Name:  Kurt J. Hoffman
                                                 Title President


                                                 AGREED TO:


                                                 _______________________________
                                                 Lillian J. Berger