$330,000.00 June , 2006
THIS PROMISSORY NOTE (the "Note") is being executed by HYDROGEL DESIGN SYSTEMS, INC., a
corporation organized and existing under the laws of Delaware with its principal office at 2150 Cabot Blvd. West
Suite B, Langhorne, PA 19047, and FOAM MANUFACTURING, INC., a Delaware corporation and the
wholly owned subsidiary of HYDROGEL DESIGN SYSTEMS, INC. (collectively, "Hydrogel") in favor of H.H.
BROWN SHOE TECHNOLOGIES, INC., a Delaware corporation doing business as Dicon Technologies with
its principal office at 124 West Putnam Avenue, Greenwich, Connecticut 06830 ("Dicon").
W I T N E S S E T H :
WHEREAS, Dicon and Hydrogel are parties to that certain Agreement dated as of August 29, 2005 (the
"Agreement") for the purchase and sale of certain equipment and the grant of manufacturing and distribution
WHEREAS, Pursuant to Section 2.d. of the Agreement, Hydrogel has agreed to purchase Dicon's Second Line
Equipment on March 31, 2006 (the "Purchase Date") for $350,000.00;
WHEREAS, Dicon is willing to include certain additional equipment (the "Additional Equipment") to the Second
Line Equipment and Hydrogel has agreed to purchase the Additional Equipment for a purchase price of
WHEREAS, the agreed upon total purchase price for the Second Line Equipment and the Additional Equipment
is $380,000.00; and
WHEREAS, to date, Hydrogel has paid Dicon $50,000.00 of the $380,000.00 that is due and payable under
the Agreement for the Second Line Equipment and the Additional Equipment;
WHEREAS, Hydrogel has requested Dicon to delay the payment of the balance of $330,000.00 that is due and
payable, and Dicon is willing to grant such delay, all as provided and subject to the terms and conditions
contained in this Note.
FOR VALUE RECEIVED, Hydrogel promises to pay to the order of Dicon, or its order, at Dicon's address first
set forth above, or at such other place as Dicon may designate in writing, the principal sum of THREE