<DOCUMENT>
<TYPE>EX-10.12
<SEQUENCE>11
<FILENAME>t16549exv10w12.txt
<DESCRIPTION>EX-10.12
<TEXT>
<PAGE>

                                                                   Exhibit 10.12

                                 LOAN AGREEMENT

                                 by and between

                HENRY BIRKS & SONS INC./HENRY BIRKS ET FILS INC.

                                       and

                            REGALUXE INVESTMENT SARL

                          Dated as of February 16, 2004

<PAGE>

                                 LOAN AGREEMENT

Entered into in the City of Montreal, Province of Quebec, this 16th day of
February, 2004:

BY AND BETWEEN:     HENRY BIRKS & SONS INC./HENRY BIRKS ET FILS INC., a
                    corporation existing under the Canada Business Corporations
                    Act and having its head office at 1240 Phillips Square,
                    Montreal, Quebec, H3B 3H4 (the "BORROWER");

AND:                REGALUXE INVESTMENT SARL, a corporation existing under the
                    laws of Luxembourg and having a place of business at 25A
                    Boulevard Royal, Luxembourg 2449 (the "LENDER").

                                    ARTICLE I
                                 INTERPRETATION

1.1.  Definitions

      In this Agreement, unless something in the subject matter or context is
      inconsistent therewith:

      "AGREEMENT" means this Agreement, as it may hereafter be amended,
      supplemented, modified, renewed, replaced or restated from time to time.

      "BORROWER" means Henry Birks & Sons Inc./Henry Birks et Fils Inc., its
      successors and assigns, including any person resulting from the
      amalgamation of Henry Birks & Sons Inc./Henry Birks et Fils Inc. with any
      other person.

      "BUSINESS DAY" means any day, excluding Saturday, Sunday and any other day
      which, in the City of Montreal, Province of Quebec, is either a legal
      holiday or a day on which the banks are not open to the public.

      "DEFAULT" means an event or condition the occurrence of which is an Event
      of Default or would, with the lapse of time or the giving of notice, or
      both, become an Event of Default.

      "EVENT OF DEFAULT" means any one of the events described in Section 7.1.

      "EXCLUDED TAXES" means any tax on the overall net income of the Lender
      (including any branch profits tax or any similar tax on net income from
      carrying on business in a particular jurisdiction) and any capital or
      franchise tax payable by the Lender.

      "GOVERNMENTAL AUTHORITY" means, with respect to any person, any government
      or governmental body having authority over such person, including any
      regional, municipal, local or other political subdivision thereof and any
      agency, department, commission, board, bureau or instrumentality thereof
      and any other person exercising executive, legislative, judicial,
      regulatory or administrative functions or pertaining to any such
      Governmental Authority.

      "INTEREST RATE" means (i) an annual rate of eight percent (8%) for the
      first six-month period during which any Principal Amount is outstanding
      hereunder, (ii) an annual rate of ten percent (10%) for the second
      six-month period during which any Principal Amount is outstanding
      hereunder, (iii) an annual rate of twelve percent (12%) for the third
      six-month period during which any Principal Amount is outstanding
      hereunder,

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                                      -2-

      and (iv) an annual rate of fourteen percent (14%) for all periods
      thereafter in which any Principal Amount is outstanding hereunder. For
      Taxes refer to Section 5.4 below.

      "ITA" means the Income Tax Act (Canada) and the regulations promulgated
      thereunder, as amended, supplemented or re-enacted from time to time.

      "LENDER" means Regaluxe Investment SARL, its successors and assigns,
      including any person resulting from the amalgamation of the Lender with
      any other person.

      "LOAN" means a term loan in the principal amount of two million five
      hundred thousand dollars and zero cents ($2,500,000).

      "PERSON" means any individual, partnership, limited partnership, joint
      venture, syndicate, sole proprietorship, company or corporation with or
      without share capital, unincorporated association, trust, trustee,
      executor, government or governmental agency, authority or entity however
      designated or constituted.

      "PRINCIPAL AMOUNT" means the outstanding principal balance from time to
      time of the Loan.

      "SECURITY" means all hypothecs or security interests from time to time
      granted to or in favour of the Lender as security for the performance of
      any and all obligations of the Borrower under this Agreement including,
      without limitation, the hypothec to be granted by the Borrower pursuant to
      Section 6.1.

      "TAX" includes any and "TAXES" includes all, present and future, taxes,
      levies, imposts, stamp taxes, duties, charges to tax, fees, deductions,
      withholdings and any restrictions or conditions resulting in a charge to
      tax and all penalty, interest and other payments on or in respect thereof,
      imposed, assessed, levied or collected under the laws of any country or
      any political subdivision thereof or by any governmental agency or body or
      taxing authority thereof, but does not include Excluded Taxes.

      "WRITTEN" or "IN WRITING" shall include printing, typewriting, or any
      electronic means of communication capable of being visibly reproduced at
      the point of reception including facsimile, telecopier or telegraph.

1.2.  References

      All references to Sections, Articles are to Sections and Articles of this
Agreement. The words "HERETO", "HEREIN", "HEREOF", "HEREUNDER", "THIS AGREEMENT"
and similar expressions mean and refer to this Agreement as amended from time to
time.

1.3.  Singular and Plural

      In this Agreement where the context so admits words importing the singular
include the plural and vice-versa.

1.4.  Currency

      Except as otherwise expressly stated, all dollar amounts expressed herein
are expressed as being of lawful money of Canada and any amounts payable
hereunder shall be paid in lawful money of Canada.

1.5.  Binding on Successors, etc.

      This Agreement and everything herein contained shall extend to and bind
and enure to the benefit of the respective successors and permitted assigns of
each and every of the parties hereto and the provisions hereof shall be read
with all grammatical changes thereby rendered necessary.

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</DOCUMENT>
