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                                                                   EXHIBIT 10.12

                                 PROMISSORY NOTE

$                                  Dallas, Texas               February 26, 2003

     FOR VALUE RECEIVED, the undersigned Presby Corp., a Delaware corporation
("MAKER"), promises to pay to the order of _____________ ("PAYEE"), at the
address set forth below for notices to Payee, or at such other place as Payee
may from time to time designate, in lawful money of the United States of
America, the principal sum of ________________________________ Dollars and
00/100 ($______________).

     1.     INTEREST. The outstanding principal balance of this note (this
"Note") shall bear interest at the annual rate equal to twelve percent (12%)
from the date hereof until the Maturity Date (as hereinafter defined). Interest
on this Note shall be computed on the basis of the number of actual days elapsed
in a year consisting of 360 days, but in no event shall such interest exceed the
Highest Lawful Rate (as hereinafter defined).

     2.     PAYMENT. The principal and interest on this Note shall be due and
payable on the earlier of April 1, 2003 or the Closing, as defined in that
certain Second Amended and Restated Summary of Terms and Conditions for Merger
and Private Placement dated February 3, 2003, by and between VERUS Support
Services Inc. and Presby Corp (the "Maturity Date").

     3.     PREPAYMENTS. Maker shall have the right to prepay, at any time
without premium or penalty, in whole or in part, the principal of this Note.

     4.     TIME OF ESSENCE. Time is of the essence with respect to all of
Maker's obligations and agreements under this Note.

     5.     EVENTS OF DEFAULT AND REMEDIES. If Maker fails to make a payment in
whole or in part when due as provided for herein (an "Event of Default") and
such failure continues for a period of ten (10) business days after delivery of
written notice of such failure to Maker by the holder hereof, Payee shall have
the right and option, without further notice, to declare the unpaid balance of
the principal and accrued but unpaid interest on this Note immediately due and
payable, and to exercise any and all of the rights and remedies provided to
Payee under this Note and applicable law.

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     Upon the occurrence of an Event of Default, the then outstanding principal
balance of this Note shall bear interest at the annual rate equal to the lesser
of eighteen percent (18%) or the Highest Lawful Rate, from the date of the
holder's delivery of such written notice and until Maker pays in full the amount
due and payable as provided for herein.

     No failure or delay on the part of Payee in exercising any right, remedy,
power or privilege hereunder shall operate as a waiver thereof.

     6.     NO WAIVER. No delay on the part of Payee or other holder of this
Note in the exercise of any power or right under this Note, shall operate as a
waiver hereof, nor shall a single or partial exercise of any power or right
preclude other or further exercise thereof or the exercise of any other power or
right. Enforcement by the holder of this Note for the payment hereof shall not
constitute an election by such holder of remedies so as to preclude the exercise
of any other remedy available to such holder.

     7.     WAIVER. Except as otherwise set forth herein, Maker and all
endorsers, sureties, and guarantors hereof hereby jointly and severally waive
all exemption rights under any applicable law, and also waive presentment for
payment, demand, notice of nonpayment, valuation, appraisement, protest, demand,
dishonor, notice of protest, notice of intent to accelerate, notice of
acceleration, and all other notices, and without further notice hereby consent
to renewals, extensions, or partial payments either before or after maturity.

     8.     COSTS OF COLLECTION. If this Note is placed in the hands of any
attorney for collection after default by Maker, or is collected by suit or
through probate or bankruptcy proceeding, Maker agrees to pay reasonable
attorneys' fees and disbursements in addition to other amounts due.

     9.     SEVERABILITY. The invalidity, or unenforceability in particular
circumstances, of any provision of this Note shall not extend beyond such
provision or such circumstances and no other provision of this Note shall be
affected thereby.

     10.    HIGHEST LAWFUL RATE. It is expressly stipulated and agreed to be the
intent of Maker and Payee at all times to comply with the applicable Texas law
governing the maximum rate or amount of interest payable on or in connection
with this Note (or applicable United States federal law to the extent that it
permits Payee to contract for, charge, take, reserve or receive a greater amount
of interest than under Texas law). If

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the applicable law is ever judicially interpreted so as to render usurious any
amount called for under this Note or under any of the other documents
evidencing, securing or relating to this Note or any part thereof (collectively,
the "AGREEMENTS"), or contracted for, charged, taken, reserved or received with
respect to the indebtedness evidenced by this Note (the "LOAN"), or if
acceleration of the maturity of this Note or if any prepayment by Maker results
in Maker having paid any interest in excess of that permitted by law, then it is
Maker's and Payee's express intent that all excess amounts theretofore collected
by Payee be credited on the principal balance of this Note (or, if this Note has
been or would thereby be paid in full, refunded to Maker), and the provisions of
this Note and the other Agreements immediately be deemed reformed and the
amounts thereafter collectible hereunder and thereunder reduced, without the
necessity of the execution of any new document, so as to permit the recovery of
the fullest amount called for hereunder and thereunder, while complying in all
respects with the applicable law. The right to accelerate maturity of this Note
does not include the right to accelerate any interest which has not otherwise
accrued on the date of such acceleration, and Payee does not intend to collect
any unearned interest in the event of acceleration. All sums paid or agreed to
be paid to Payee for the use, forbearance or detention of the Loan shall, to the
extent permitted by applicable law, be amortized, prorated, allocated and spread
throughout the full term of the Loan until payment in full so that the rate or
amount of interest on account of the Loan does not exceed the applicable usury
ceiling. Notwithstanding any provision contained in this Note or in any of the
other Agreements that permits the compounding of interest, including without
limitation any provision by which any of the accrued interest is added to the
principal amount of this Note, the total amount of interest that Maker is
obligated to pay and Payee is entitled to receive with respect to this Note
shall not exceed the amount calculated on a simple (i.e., non-compounded)
interest basis at the Highest Lawful Rate on principal amounts actually advanced
to or for the account of Maker, including the initial principal amount of this
Note and any advances made pursuant to any of the Agreements (such as for the
payment of taxes, insurance premiums and the like). As used herein, the term
"HIGHEST LAWFUL RATE" shall mean the maximum non-usurious rate of interest which
may be lawfully contracted for, charged, taken, reserved or received by Payee
from Maker in connection with the Loan under the applicable Texas law (or
applicable United States federal law, to the extent that it permits Payee to
contract for, charge, take, reserve or receive a greater amount of interest than
under Texas law).

     11.    NOTICES. All notices or demands required or permitted hereunder
shall be in writing and shall be deemed given when actually delivered or on the
third business day following the day on which the same shall have been mailed by
registered or

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certified mail, postage prepaid, addressed as follows:

If to Payee:


If to Maker:       Presby Corp.
                   10300 North Central Expressway, Suite 104
                   Dallas, Texas 75231
                   Facsimile No.: (214) 368-0332
                   Attn: Mark A. Cox, Vice President, Secretary &
                   Chief Financial Officer

with a copy to:    Jenkens & Gilchrist, a Professional Corporation
                   1445 Ross Ave., Suite 3200
                   Dallas, Texas 75202
                   Facsimile No.: (214) 855-4300
                   Attn: Robert W. Dockery, Esq.

     Either Maker or Payee may change its respective address or addressee by
giving notice of such change to the other party in the manner provided herein.
For this purpose only, unless and until such written notice is actually
received, the address and addressee specified for each party shall be deemed to
continue in effect for all purposes.

     12.    GOVERNING LAW. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF TEXAS WITHOUT GIVING EFFECT TO ANY CHOICE
OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF TEXAS OR ANY OTHER
JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION
OTHER THAN THE STATE OF TEXAS. This Note and Maker's obligations hereunder shall
be performable in Dallas, County, Texas.

     13.    HEADINGS. The headings of the sections of this Note are inserted for
convenience only and shall not be deemed to constitute a part hereof.

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     IN WITNESS WHEREOF, the undersigned has executed this Note at Dallas, Texas
to be effective as of the date first written above.

                                       MAKER:

                                       PRESBY CORP

                                       By:
                                          -----------------------------------
                                          Mark A. Cox, Vice President, Secretary
                                          & Chief Financial Officer

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