EXHIBIT 10.12

BK2 INC.

50 Charles Lindbergh Boulevard, Suite 500,               Telephone: 516-745-6644
Uniondale, New York 11553                                Facsimile: 516-745-6787

March 1, 2002                                                      [STAMP]

Ms. Jan Scofield
59 Quiet Oak Circle
The Woodlands, TX 77381

Dear Ms. Scofield:

This letter shall serve as a conditional offer of employment to you by Franklin
Bank, S.S.B. ("Franklin"). This offer is conditional upon the happening of the
merger of BK2 Bank, S.S.B, an interim subsidiary of BK2 Holdings, S.S.B., a
subsidiary of BK2 Inc., with and into Franklin. Thus, if the merger occurs and
you accept this offer, you will be an employee of the post-merger Franklin.

The above referenced offer is as follows:

                     
Position:               Managing Director of Technology.
---------

Salary & Bonus:         Your salary will be $100,000 per annum and you will participate in Franklin's
---------------         bonus program with a target of $20,000.

Stock Options:          You will receive 10,000 options for shares of BK2 Inc. having an exercise price
--------------          of $10.00 per such share, in accordance with BK2 Inc.'s stock option plan, as
                        approved by the Board of Directors of BK2 Inc.

Expenses:               You will receive an annual allowance for an automobile of $6,000.
---------

Severance:              Generally, you will receive a severance of six (6) months' pay, if terminated
----------              without cause. However, in the event of a change of control of Franklin (which
                        shall include a public offering), you will receive eighteen (18) months' pay
                        (which shall be based on your then current annualized salary including the
                        highest bonus received by you in the previous three (3) years) in restricted
                        stock as (i) severance pay if you are terminated without cause as a result of the
                        change of control, or (ii) an incentive to stay with Franklin after the change of
                        control.



Please note that at no point in time will this letter or the offer that it
memorializes, serve as or be construed to grant you, a guarantee of employment
for any period of time. You will be at all times an employee at will. Only upon
the execution of a definitive employment agreement will your employment status
change.



J. Scofield, page 2
March 1, 2002

Please also note that the offer, and the above particulars, are subject to
Franklin's policies, any Franklin Board of Directors' resolution or directive
regarding the same and the approval of Franklin's Board of Directors.

Please confirm your acceptance of this offer of employment by signing this
letter where indicated and returning the executed original to our offices.
Should you have any questions about this offer of employment or the company,
please call the company at the above phone number.

Very truly yours,

By:    /s/ Robert A. Perro
    ------------------------
Name:  Robert A. Perro
Title: Vice President

ACCEPTED:

   /s/ Jan Scofield                         Date: 3/7/02
----------------------
    Jan Scofield