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                                                                   EXHIBIT 10.12

                                     FORM OF
                                 PROMISSORY NOTE

$400,000.00                                                      October 4, 2000

         FOR VALUE RECEIVED, the undersigned, STAR SERVICES GROUP, INC.
("Maker"), promises to pay to _________________________ ("Holder") the principal
sum of $400,000 together with interest accruing thereon from the date hereof at
the rate of prime plus two percent (2%) per annum, payable as follows: (i) 35
monthly payments of accrued and unpaid interest commencing on November 4, 2000,
and continuing on the 4th day of each month thereafter through September 4,
2003; and (ii) one final payment on October 4, 2003 (the "Maturity Date"), in
the amount of all principal and accrued and unpaid interest.

         PREPAYMENT. All sums due hereunder shall be paid in lawful money of the
United States of America. This Note may be prepaid in whole or in part without
premium or penalty. All prepayments shall be applied first against all accrued
and unpaid interest and then against the principal balance.

         DEFAULT. Each of the following shall constitute an "Event of Default"
under this Note:

         (i)      Failure of Maker to make any payment under this Note when due;

         (ii)     Failure of Maker to comply with or to perform any other
                  obligation, covenant or condition contained in this Note; or

         (iii)    The dissolution or any other termination of Maker's business
                  as a going concern, the insolvency of Maker, the appointment
                  of a receiver for any part of Maker's property, any assignment
                  for the benefit of Maker's creditors, or the commencement of
                  any proceeding under any bankruptcy or insolvency laws by or
                  against Maker.

         RIGHT TO CURE. Maker shall have 15 days after receipt of written notice
from Holder of an Event of Default in which to cure the stated Event of Default.
If Maker cures the stated Event of Default within the allotted 15 day cure
period, the cured Event of Default will be deemed to have not occurred.

         RIGHTS AND REMEDIES ON DEFAULT. If Maker fails to cure an Event of
Default within the 15 day cure period, all principal and interest under this
Note will become immediately due and payable upon Maker's receipt of written
notice of acceleration from Holder.

         COSTS OF COLLECTION. Should it become necessary to collect any sum due
under this Note through an attorney, Maker hereby agrees to pay all costs of
collection, including reasonable attorneys' fees, whether suit be brought or
not. Said reasonable attorneys' fees shall include attorneys' fees for services
rendered at the trial and appellate levels.

         AMENDMENT. The provisions of this Note may be changed only by a written
agreement executed by Maker and Holder. This Note shall be binding upon Maker
and the successors and assigns of Maker and shall inure to the benefit of Holder
and the successors and assigns of Maker.


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         WAIVER. Holder shall not be deemed, by any act of omission or
commission, to have waived any of its rights or remedies hereunder unless such
waiver is in writing and signed by Holder, and then only to the extent
specifically set forth in the writing. A waiver in one event shall not be
construed as continuing or as a bar to or waiver of any right or remedy to a
subsequent event.

         Maker hereby waives presentment for payment, protest and notice of
protest and, all other notices or demand in connection with the delivery,
acceptance, performance, default or endorsement of this Note.

         CHOICE OF LAW/JURISDICTION. This Agreement shall be construed pursuant
to the laws of the State of Florida, and any action to enforce or interpret this
Note shall be brought only in the Circuit or County Courts of Broward County,
Florida.


                                       STAR SERVICES GROUP, INC.



                                       By:
                                           -------------------------------------
                                           Jack R. Casagrande
                                           Its Chief Executive Officer