PROMISSORY NOTE

$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 rights;

      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 $30,000.00;

      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.

      Accordingly,

            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 HUNDRED THIRTY
THOUSAND DOLLARS ($330,000.00), with interest on the unpaid principal balance
from the date of this Note, until paid, at the variable rate of Prime plus one
and one-half (1.5%) percent per annum. Principal and interest shall be payable
on the first day of September, 2006 and continuing on the first day of each
succeeding month until August 31, 2009 (the "Maturity Date"), or until the
unpaid principal balance of this Note shall be paid in full. For purposes of
this Note, Prime shall be defined as the Prime Rate as published in The Wall
Street Journal Money Rates section. Prime for the first month under this Note
shall be 8%. Prime may change on the first day of December, 2006 and on the
first day of every 3rd month thereafter. Each date on which Prime could change
is called a "Change Date". Hydrogel shall pay the amount of its new monthly
payment beginning on the first monthly payment date after the Change Date until
the amount of its monthly payment changes again.

<PAGE>

            Until the first Change Date, each monthly payment of principal and
interest will be in the amount of Ten Thousand Five Hundred Seventy and 87/100
($10,570.87) Dollars. Commencing with the first Change Date, Dicon will
determine the amount of the monthly payment of principal and interest that would
be sufficient to repay the unpaid principal that Hydrogel is expected to owe in
full on the Maturity Date at the new Prime rate in substantially equal payments
of principal and interest. The result of this calculation will be the new amount
of Hydrogel's monthly payment until the next Change Date.

            On the Maturity Date, the entire unpaid principal amount outstanding
as of that date, together with accrued interest, shall be due and payable in
full. Monthly payments will be applied to interest before principal. If on
August 1, 2009, the full amount of interest and principal due under this Note
has not been paid, any remaining balance shall be due in full on that date.

            If any installment under this Note is not paid within thirty (30)
days after the same becomes due and payable, the entire principal amount
outstanding plus accrued interest shall at once become due and payable at the
option of Dicon. Dicon may exercise this option to accelerate during any default
by Hydrogel regardless of any prior forbearance.

            Hydrogel shall pay to Dicon a late charge of two (2%) percent of any
installment not received by Dicon within fifteen (15) days after the installment
is due. Payments not received by the thirtieth day following the payment date
shall bear interest at the overdue rate of twelve percent (12%) per annum from
such date until paid to Dicon (the "Overdue Rate"). If any payment hereunder
becomes due and payable on a day other than a business day, such payment shall
be extended to the next succeeding business.

            Hydrogel agrees to pay all costs and expenses, including reasonable
attorneys' and accountants' fees and disbursements, incurred by Dicon in the
collection, defense, preservation, enforcement or protection of this Note, and
Hydrogel further agrees that all such expenditures shall bear interest at the
Overdue Rate from the date on which the expenditure is made until collected by
Dicon. For purposes of this Note, attorneys' fees and costs shall include,
without limitation, fees costs and expenses incurred in connection with the
following: (1) preparation and hearings for all actions; (2) post award/judgment
and collection action; (3) contempt proceedings; (4) garnishment and levy
actions; (5) third party examinations; (6) discovery; (7) asset investigation;
and (8) bankruptcy litigation and proceedings.

            Hydrogel may prepay the principal amount outstanding on this Note in
whole or in part without penalty in increments of $10,000.00. Any partial
prepayment shall be applied against the principal amount outstanding and shall
not postpone the due date of any subsequent monthly installments or change the
amount of such installments, unless Dicon shall otherwise agree in writing.

            Any check, draft, money order or other instrument given in payment
of all or any portion of this Note may be accepted by Dicon and handled in
collection in the customary manner, but the same shall not constitute payment
hereunder or diminish any rights of Dicon, except to the extent that actual cash
proceeds of such instrument are unconditionally received by Dicon and applied to
the indebtedness in the manner provided in this Note.


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<PAGE>

            Failure of Dicon to insist upon performance in accordance with the
terms of this Note shall not be deemed a waiver of any future or other
obligations under this Note.

            Hydrogel hereby waives presentment, demand, notice, protest and all
other demands and notice in connection with the delivery, acceptance,
performance, default, or enforcement of this Note, assents to any and all
extensions or postponements of the time or payment of any other indulgence, to
any substitution, exchange or release of collateral, and/or to the addition or
release of any other party or person primarily or secondarily liable, and
generally waives all suretyship defenses and defenses in the nature thereof.

            Each maker signing this Note is jointly and severally responsible
for making all payments and performing all other obligations specified in this
Note. The provisions of this Note are binding on the successors and assigns of
each maker and shall inure to the benefit of Dicon and its successors and
assigns and to the subsequent holders of this Note. No modification or waiver of
any provision of this Note, shall in any event be effective unless the same
shall be in writing and signed by Dicon.

            Hydrogel hereby acknowledges that the loan evidenced by this Note is
for commercial purposes.

            This Note is and shall be deemed to have been made and delivered in
the State of Connecticut, and in all respects shall be governed and construed in
accordance with the laws of that state without regard to conflict of laws
principals that would require the application of any other law. Hydrogel
irrevocably consents to the exclusive jurisdiction of any court located in the
State of Connecticut in which any action, suit or proceeding is brought arising
under this Note or any of the transactions or agreements contemplated herein.

            Repayment of the amounts due under this Note shall be secured by a
first priority lien on the Second Line Equipment and Additional Equipment in
accordance with the terms of that certain Security Agreement of even date
between Dicon and Hydrogel.

H.H. Brown Shoe Technologies, Inc.           Hydrogel Design Systems, Inc.
d/b/a Dicon Technologies

                                             By: /s/ Matthew Harriton
By: /s/ J. Scott Bohling                         -------------------------------
    -----------------------------------          Matthew Harriton, President
    J. Scott Bohling, CFO, duly authorized

                                             Foam Manufacturing, Inc.


                                             By: /s/ Matthew Harriton
                                                 -------------------------------
                                                 Matthew L. Harriton, President


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