EXHIBIT 10.12









TO:      Thomas Basile

FROM:    Charles McNew

DATE:    March 15, 2001

RE:      Severance

The following termination/separation arrangements are being extended to you in
the event of your separation from the Company.

In the event your employment is terminated without cause, the Company will
continue to pay your salary for six (6) months from the date of termination. If
you decide to leave Halifax or your employment is terminated for cause, you will
be paid your salary and any earned incentive compensation up to the last day of
employment.

"Cause" as used above is defined as:

           A good faith finding by the Company of your failure to perform the
     duties reasonably assigned to you; dishonesty, gross negligence or
     misconduct, or your conviction, or your entry of a pleading of guilty or
     nolo contrendre, to any crime involving moral turpitude or any felony.