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                                                                   EXHIBIT 10.14

[KINGSDALE LETTERHEAD]

PRIVATE AND CONFIDENTIAL

March 4, 2003

Presby Corp.
5910 North Central Expressway
Suite 1710
Dallas, Texas
USA 75206

Attention:     Terence Walts, CEO and President

Dear Sirs:

Re:  Advisory Engagement

     Kingsdale Capital Partners Inc. on its own and if it deems necessary, on
     behalf of its affiliated companies (the "Advisor"), hereby agrees to be
     appointed as a non-exclusive Advisor for and on behalf of Presby Corp. (the
     "Company") to provide, in coordination with VERUS Support Services, Inc.
     ("VERUS"), fiscal, financial and management advisory services (the
     "Advisory Services") that will include but not be limited to, discussion
     and recommendations on the following matters:

          i.      Clearly identify the unique opportunities facing the Company.
          ii.     Understand market trends and how they will impact on the
                  Company's business plan.
          iii.    Identify critical success factors for the overall business
                  plan.
          iv.     Complete a Strengths, Weakness, Opportunities and Threats
                  analysis for the Company.
          v.      Set priorities for the various market opportunities.
          vi.     Work with Company to establish market awareness in Canada.
          vii.    Consult a clear and focused message as to what the Company's
                  business is and why it represents a strong investment
                  opportunity.
          viii.   Consult with management to develop the appropriate press and
                  investor relations material.
          ix.     Introduce the Company to influential stock market participants
                  including stock brokerage firms, Fund Managers and Investment
                  Counselors.
          x.      Coordinate on-going communications With current and potential
                  investors.
          xi.     Provide written coverage to accelerate awareness.
          xii.    Develop and maintain a database of investors and potential
                  investors in Canada on behalf of the Company.
          xiii.   Introduce the Company to the appropriate Canadian financial
                  institutions such as banks and insurance companies.

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                                                                   March 4, 2003
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          xiv.    Review various government finding source opportunities for the
                  Company's expenses such as research and development, staffing,
                  facilities, etc.
          xv.     Assist in the development of cash flow models.
          xvi.    Analyze the Company's capital structure and recommend an
                  appropriate structure to meet the long term needs of the
                  Company.
          xvii.   Develop long range financing plans and structures to ensure
                  the Company has the strength to support its business.
          xviii.  Assist in the preparation of documentation for any anticipated
                  financial offerings.
          xix.    Execute the funding programs.
          xx.     Introduce the Company to key industry players, potential
                  suppliers and customers in Canada.
          xxi.    If required, establish merger and acquisition rationale and
                  criteria, screen candidates and make recommendations.
          xxii.   Provide recommendations to the Company regarding successful
                  long-term value enhancement strategies utilized by other
                  companies using the reverse-merger method of financing as
                  contemplated by the RPO Term Sheet.

The Advisor shall provide advice and direction to the Company, but under no
circumstances shall the Advisor be held liable, for any reason whatsoever, for
the accuracy of any of the third party information used in the Advisory
Services, nor shall it be liable for any information furnished by the Company.
Further, the Company shall indemnify the Advisor as provided in Schedule "A"
attached hereto. In addition, the Advisor acknowledges that the Company shall be
under no obligation to accept or implement any advice or direction provided to
it by the Advisor, and that such advice and direction shall constitute
recommendations only, subject to acceptance and implementation by the Company in
its sole discretion.

TERM AND TERMINATION:

The term of this agreement shall commence upon the closing (the "RPO Closing")
of the transactions contemplated by the Amended and Restated Summary of Terms
and Conditions for Merger and Private Placement dated November 6, 2002 (the "RPO
Term Sheet"), by and between the Company and VERUS; provided, however, that in
connection with the private placement contemplated by the RPO Term Sheet, the
Advisor, either directly or through Wincon Capital Holdings, Ltd., shall have
invested a minimum of $5.5 million in such private placement (the "Minimum
Investment"). If the RPO Closing has not occurred by March 28, 2003, or if in
connection with the RPO Closing, Advisor shall not have made the Minimum
Investment, this agreement shall terminate prior to commencement, and neither
party shall have any further obligation to the other hereunder.

Following commencement of the term, this agreement shall expire upon the date
twelve (12) months from the date of the RPO Closing, unless earlier terminated
as set forth in this section.

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                                                                   March 4, 2003
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This agreement may be terminated by either party upon 30 days" prior written
notice at any time for any reason, or by the Company immediately upon written
notice "for cause." For purposes of this agreement, "for cause" shall mean a
breach of any representation, warranty or other term of this agreement, or
willful misconduct or gross negligence by a party in the performance of its
duties hereunder. In the event of any termination of this agreement prior to the
expiration of the term, the Company shall continue to pay the fees and expenses
due to Advisor hereunder, unless such termination is "for cause" in which event,
the Company's obligation to make such payments shall terminate with such
termination.

FEES:

For the services outlined above, the Company will remit to the Advisor, a fee of
(US)$15,000 per month, for the term of this agreement, payable monthly in
advance. To the extent that reasonable out-of-pocket expenses are incurred by
the Advisor pursuant to this Advisory Engagement, the Advisor shall submit
invoices to the Company, accompanied by such supporting documentation as the
Company shall reasonably request. If any proposed expense exceeds $500, the
Advisor shall not be entitled to reimbursement for such expense unless such
expense had been approved in advance by the Company. Following receipt by the
Company of any such requests for reimbursement, the Company shall promptly
review such requests and if no further information is required, make such
reimbursement within 15 days of receipt by the Company. These expenses will be
limited to a maximum of (US)$10,000 per quarter based on an approved budget
submitted to the Company by the Advisor, in advance.

If this agreement accurately reflects your understanding of the terms of our
agreement and you agree to be legally bound thereby, please execute this
agreement (in counterparts, if necessary) where indicated below and return a
copy thereof to Kingsdale Capital Partners, Inc.

REPRESENTATIONS AND WARRANTIES:

The Company represents and warrants to Advisor that the Company will cooperate
with Advisor so as to permit the Advisory services to be performed by Advisor
under this agreement to be performed in a manner consistent with the applicable
state and federal securities laws and regulations of the United States; and that
all information and statements provided by the Company and will be true and
correct in all material respects, and will not be misleading or violate the
anti-fraud provisions of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") in any material respect.

Advisor represents and warrants that it is duly registered pursuant to the
provisions of the applicable federal and state laws and regulations of the
United States and the federal and provincial laws and regulations of Canada,
and, to the extent it is required, is a member in good standing of the National
Association of Securities Dealers, Inc. and any comparable organization under
the laws of Canada; and that it is duly registered or licensed as a broker
dealer or investment advisor in those jurisdictions in where it is required to
be so registered in order to perform the Advisory Services contemplated by this
agreement.

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                                                                   March 4, 2003
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Advisor further represents and warrants to the Company that: Advisor will not
cause or knowingly permit any action to be taken in connection with the
performance of its Advisory Services which violates the applicable federal or
state laws and regulations of the United States, including applicable securities
laws and regulations, or the applicable federal or provincial laws and
regulations of Canada, including applicable securities laws and regulations;
Advisor will cooperate with the Company so as to permit the Advisory Services to
be performed by Advisor under this agreement to be performed in a manner
consistent with the applicable state and federal laws and regulations of the
United States and the applicable provincial and federal laws and regulations of
Canada; and that all information and statements provided by Advisor will be true
and correct in all material respects, and will not be misleading or violate the
anti-fraud provisions of the Exchange Act in any material respect. Without
limiting the generality of the foregoing, Advisor represents and warrants that,
in connection with its participation in the transactions contemplated by the RPO
Term Sheet, it has fully disclosed, or shall disclose, to all parties the
benefits to be obtained by it under this agreement, and that in connection with
the performance of its Advisory Services under this agreement, it has disclosed,
or shall disclose, to all parties its participation in the transactions
contemplated by the RPO Term Sheet.

CONFIDENTIAL AND PROPRIETARY INFORMATION:

Advisor recognizes and acknowledges that by reason of its service to the
Company, Advisor will have access to confidential information of the Company and
its affiliates, including, without limitation, information and knowledge
pertaining to products and services offered, inventions, innovations, designs,
ideas, plans, trade secrets, financial data, proprietary information,
advertising, distribution and sales methods and systems, and relationships
between the Company and its affiliates and customers, clients, suppliers and
others who have business dealings with the Company and its affiliates
("Confidential Information"), which is not generally known in the industry and
for which the Company notifies Advisor is confidential. During the term and for
a period of two (2) years thereafter, Advisor shall (i) protect such
Confidential Information from disclosure, and (ii) not use such Confidential
Information for any purpose other than in connection with the Advisory Services
to be provided under this agreement. Upon expiration or termination of this
agreement, Advisor will return all tangible materials, whether delivered to or
prepared by Advisor, containing Confidential Information to the Company.

INDEPENDENT CONTRACTOR:

With respect to the Advisory Services under this agreement, Advisor, for all
purposes, shall be and act as an independent contractor, advisor, consultant
and, if applicable, a private placement agent for the Company, and shall not be
or act as an "underwriter," co-venturer, employee, agent, or attorney of the
Company. Advisor shall not have authority, and shall not represent itself as
having authority, to enter into any agreement or incur any obligation on behalf
of the Company.

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MISCELLANEOUS:

This agreement shall be construed and governed in accordance with the laws of
the State of Texas without giving effect to any conflict of laws provisions.
Advisor and the Company hereby consent to the personal jurisdiction of the State
of Texas and waive any objections to such forum and venue. The prevailing party
in any legal action brought under this agreement shall be entitled to
immediately recover all legal fees and costs.

No modification of waiver of any provision of this agreement shall be valid
unless it is in writing and signed by the party against whom it is sought to be
enforced. No waiver at any time of any provision of this agreement shall be
deemed a waiver of any other provision of this agreement at that time or a
waiver of that or any other provision at any other time.

This agreement constitutes the entire agreement between the parties with respect
to the subject matter hereof. Any and all prior agreements and understandings,
whether written or oral, are superseded hereby and are deemed null and void and
of no effect. The parties are not bound by any agreements, understandings,
conditions or inducements otherwise than are as expressly referenced, set forth,
or stipulated hereunder.

This agreement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which taken together shall constitute but
one and the same agreement.

The headings and captions of the various subdivisions of this agreement are for
convenience of reference only and shall in no way modify or affect the meaning
or construction of any of the terms or provisions hereof.

No failure or delay by a party hereto in exercising any right, power or remedy
under this agreement, and no course of dealing among the parties hereto, shall
operate as a waiver of any such right, power or remedy of the party. No single
or partial exercise of any right, power or remedy under this agreement by a
party hereto, nor any abandonment or discontinuance of steps to enforce any such
right, power or remedy, shall preclude such party from any other or further
exercise thereof or the exercise of any other right, power or remedy hereunder.
The election of any remedy by a party hereto shall not constitute a waiver of
the right of such party to pursue other available remedies. No notice or demand
on a party not expressly required under this agreement shall entitle the party
receiving such notice or demand to any other or further notice or demand in
similar or other circumstances or constitute a waiver of the rights of the party
giving such notice or demand to any other or further action in any circumstances
without such notice or demand.

This agreement shall inure to the benefit of the respective successors and
assigns of the parties hereto and their successors, assigns and representatives,
and the obligations and liabilities assumed in this agreement by the parties
hereto shall be binding upon their respective successors and assigns.
Notwithstanding anything to the contrary in this agreement, Advisor may not
assign its rights or obligations hereunder without the prior written consent of
the Company.

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                                                                    March 4,2003
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This agreement does not create, and shall not be construed as creating, rights
enforceable by any person or entity not a party hereto.

Yours very truly,

KINGSDALE CAPITAL PARTNERS INC.                   KINGSDALE CAPITAL CORPORATION

Per: /s/ Robert Carbonaro                         Per: /s/ Joseph J. Duggan
    --------------------------                        --------------------------
     Robert Carbonaro                                 Joseph J. Duggan
     Vice President, Operations                       Chairman & CEO

The foregoing accurately reflects the terms of the transaction that we hereby
agree to enter into and the undersigned agrees to be legally bound hereby.

Accepted this 4th day of March, 2003.

PRESBY CORP.

Per: /s/ Terence Walts
    ---------------------------
     Authorized Signing Officer

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                                  SCHEDULE "A"

Presby Corp. (the "Indemnitor") hereby agrees to indemnify and hold Kingsdale
Capital Partners Inc. and/or any of their respective affiliates (hereinafter
referred to as the "Advisor") and each of the directors, officers, employees and
partners of the Advisor (hereinafter referred to as the "Personnel" or "Senior
Consultants") harmless from and against any and all expenses, losses (other than
loss of profits), claims, actions, damages or liabilities ("Damages"), whether
joint or several (including the aggregate amount paid in reasonable settlement
of any actions, suits, proceedings or claims), and the reasonable fees and
expenses of their counsel that may be incurred in advising with respect to
and/or defending any claim that may be made against the Advisor, to which the
Advisor and/or the Personnel or Senior Consultants may become subject or
otherwise involved in any capacity under any statute or common law or otherwise
insofar as such Damages arise out of or are based, directly or indirectly, upon
the performance of professional services rendered to the Indemnitor by the
Advisor and the Personnel hereunder or otherwise in connection with the matters
referred to in the agreement to which this is attached, provided, however, that
this indemnity shall not apply to the extent that a court of competent
jurisdiction in a final judgment that has become non-appealable shall determine
that:

(i)    the Advisor or the Personnel or the Senior Consultants have been
negligent or dishonest or have committed any fraudulent not in the course of
such performance;

(ii)   the expenses, losses, claims, damages or liabilities, as to which
indemnification is claimed, were directly caused by the negligence, dishonesty
or fraud referred to in (i); or

(iii)  in the event that the Advisor breaches any material provision of this
agreement.

If for any reason (other than the occurrence of any of the events itemized in
(i) and (ii) above), the foregoing indemnification is unavailable to the Advisor
or insufficient to hold it harmless, then the Indemnitor shall contribute to the
amount paid or payable by the Advisor as a result of such expense, loss, claim,
damage or liability in such proportion as is appropriate to reflect not only the
relative benefits received by the Indemnitor on the one hand and the Advisor on
the other hand but also the relative fault of the Indemnitor and the Advisor, as
well as any relevant equitable considerations; provided that the Indemnitor
shall in any event contribute to the amount paid or payable by the Advisor as a
result of such expense, loss, claim, damage or liability any excess of such
amount over the amount of the fees received by the Advisor hereunder pursuant to
the agreement to which this is attached.

If a claim for Damages (a "Claim") is to be made by the Advisor or any of the
Personnel (an "Indemnified Party") against the Company, the Indemnified Party
shall give written notice (a "Claim Notice") to the Company as soon as
practicable after the Indemnified Party becomes aware of any fact, condition or
event which may give rise to Damages for which indemnification may be sought
hereunder. If any lawsuit or enforcement action is filed against any Indemnified
Party, written notice thereof shall be given to the Company as promptly as
practicable (and in any event within fifteen (15) calendar days after the
service of the citation or summons). The failure of any Indemnified Party to
give timely notice hereunder shall not affect rights to

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indemnification hereunder, except to the extent that the Company incurs actual
damage caused by such failure. After such notice, if the Company shall
acknowledge in writing to the Indemnified Party that the Company shall be
obligated under the terms of its indemnity hereunder in connection with such
lawsuit or action, then the Company shall be entitled, if it so elects, (i) to
take control of the defense and investigation of such lawsuit or action, (ii)
to employ and engage attorneys of its own choice to handle and defend the same,
as the Company's cost, risk and expense; PROVIDED, HOWEVER, that the party to be
indemnified may participate in the defense with counsel of its own choice and at
its own expense, and (iii) to compromise or settle such claim, which compromise
or settlement (A) shall be made only with the written consent of the Indemnified
Party, such consent not to be unreasonably withheld, and (B) shall not adversely
affect the Indemnified Party other than as a result of money damages or other
money payments which are fully indemnified by the Company. If the Company fails
to assume the defense of such claim within fifteen (15) calendar days after
receipt of the Claim Notice, the Indemnified Party against which such claim has
been asserted will (upon delivering written notice to such affect to the
Company) have the right to undertake, at the Company's cost and expense, the
defense, compromise or settlement of such claim on behalf of and for the account
and risk of the Company; provided, however, that the Indemnified Party shall not
settle any claim without the consent (which consent shall not be unreasonably
withheld) of the Company. In the event the Indemnified Party assumes the defense
of the claim, the Indemnified Party will keep the Company reasonably informed of
the progress of any such defense, compromise or settlement.

The indemnity and contribution obligations of the Indemnitor shall be in
addition to any liability which the Indemnitor may otherwise have, shall extend
upon the same terms and conditions to the Personnel of the Advisor and shall be
binding upon and inure to the benefit of any successors, assigns, heirs and
personal representatives of the Indemnitor, the Advisor and any of the Personnel
of the Advisor. The foregoing provisions shall survive the completion of
professional services rendered under the agreement to which this is attached or
any termination of the authorization given by the agreement to which this is
attached.