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                                                               EXHIBIT 10.5(xii)


                                AMENDMENT NO. 1
                             TO SEVERANCE AGREEMENT
                                    BETWEEN
                            THE CENTRIS GROUP, INC.
                      (FORMERLY US FACILITIES CORPORATION)
                                      AND
                              CHARLES M. CAPORALE


   WHEREAS, THE CENTRIS GROUP, INC., a Delaware corporation (the "Company"), and
CHARLES M. CAPORALE (the "Executive") entered into a Severance Agreement dated
July 23, 1997 (the "Agreement"), which relates to the termination of Executive's
employment with the Company under certain circumstances; and

   WHEREAS, the Company and the Executive desire to amend Section 4(e)(i) to
clarify the definition of events which constitute a "Change in Control" for
purposes of this Agreement;

   NOW, Therefore, in consideration of the Company's payment to Executive of
$1.00 and other good and valuable consideration, receipt of which is hereby
acknowledged, the Company and the Executive hereby agree to enter into this
Amendment to the Agreement as follows:

   1. Section 4(e) of the Agreement shall be completely replaced by a new
Section 4(e), which shall read in full as follows:
      (e) For purposes of this Agreement, a "Change in Control" shall mean the
   occurrence, after the Effective Date, of any of the following events:

            (i) At any time during the term of this Agreement, any "Person" (as
      such term is used in Sections 13(d) and 14(d) of the Securities Exchange
      Act of 1934 (the "Exchange Act") and the regulations of the Securities and
      Exchange Commission (the "SEC") thereunder, each as in effect on the
      Effective Date of this Agreement (including any such Persons that may be
      deemed to be acting in concert with respect to the Company or the
      acquisition, ownership or voting of Company securities) becomes, directly
      or indirectly, the "Beneficial Owner" (as defined in Rule 13d-3 under the
      Exchange Act and the regulations of the SEC thereunder, each as in effect
      on the Effective Date of this Agreement), without the approval of the
      Board of Directors of the Company, of outstanding securities of the
      Company representing 10% or more of the combined voting power of the

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      Company's then outstanding securities (except that if such person
      subsequently acquires more than 25% of the combined voting power of the
      Company's then outstanding securities, a "Change in Control" shall be
      deemed to occur at that time); provided, however, that the concept of any
      Person becoming the owner of 10% or more of the combined voting shares
      shall not include:  (A) the Company, any wholly owned subsidiary of the
      Company, any employee benefit plan of the Company or of a subsidiary of
      the Company, or any Person holding voting shares for or pursuant to the
      terms of any such employee benefit plan; or (B) any Person if such Person
      would not otherwise be a 10% stockholder but for a reduction in the number
      of outstanding voting shares resulting from a stock repurchase program or
      other similar plan instituted by the Company or from a self-tender offer
      of the Company, which stock repurchase plan or Company self-tender offer
      commenced on or after the Effective Date of this Agreement; provided,
      however, that the concept of becoming the owner of 10% or more of the
      combined voting shares shall include such Beneficial Owner after the first
      date upon which (x) such Person, since the date of commencement of such
      stock repurchase plan or Company self-tender offer, shall have acquired
      Beneficial Ownership of, in the aggregate, additional voting shares of the
      Company representing 1% or more of the voting shares then outstanding, and
      (y) such Person, together with all affiliates and associates of such
      Person, shall Beneficially Own 10% or more of the voting shares of the
      Company then outstanding.  In calculating the percentage of outstanding
      voting shares that are Beneficially Owned by a Person for purposes of this
      subsection, voting shares that are Beneficially Owned by such Person shall
      be deemed outstanding, and voting shares that are not Beneficially Owned
      by such Person and that are subject to issuance upon the exercise or
      conversion of outstanding conversion rights, exchange rights, warrants or
      options shall not be deemed outstanding.  The Board of Directors shall
      have the absolute and unfettered authority to make the final determination
      as to whether any Person is or is not to be considered a 10% Stockholder
      for purposes of that term in this Agreement, which determination shall be
      conclusive for all purposes and shall be binding upon the Company and upon
      the Executive;

            (ii) At any time during the term of this Agreement the composition
      of the Board of Directors of the Company is changed due to a solicitation
      in opposition to management's nominees, such that persons who were
      directors of the Company as of the date of this Amendment, or persons
      nominated or elected by a majority of such persons who were directors as
      of the date of this Amendment, do not continue to comprise a majority of
      the members of such Board of Directors of the Company;

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            (iii)  At any time during the term of this Agreement the
      stockholders of the Company approve a merger or consolidation of the
      Company with, or a reorganization transaction involving the Company and,
      any other entity, other than a merger, consolidation or reorganization
      which would result in the voting securities of the Company outstanding
      immediately prior thereto continuing to represent (either by remaining
      outstanding or by being converted into voting securities of the surviving
      entity) at least 50% of the combined voting power of the voting securities
      of the Company or such surviving entity outstanding immediately after such
      merger or consolidation; or

            (iv) At any time during the term of this Agreement the stockholders
      of the Company approve a plan of complete liquidation of the Company or an
      agreement for the sale or disposition by the Company of more than 50% of
      its consolidated assets.

   2. Apart from this Amendment, the terms of the Agreement as entered into on
July 23, 1997 shall otherwise in all respects remain as originally written to
the extent that such terms do not conflict with or are inconsistent with this
Amendment.

   In Witness Whereof, this Amendment No. 1 has been executed by a duly
authorized officer of the Company and by the Executive as of the 30th day of
December, 1998.

   Company:                   The Centris Group, Inc.
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                              By ______________________________________
                                 David L. Cargile
                                 President and Chief Executive Officer


   Executive:
   --------- 

                              _________________________________________
                              Charles M. Caporale

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