**Exhibit10.2**

 

**POLYIMPLANTS PROTHESES, S.A.**

 

**6.75%REVOLVING PROMISSORY NOTE**

 

March 30,2004

 

Poly Implants Protheses, S.A. (the“Company”), a French societe anonyme, promises to pay to III Acquisition Corp.,a Delaware corporation (“III”) or its assigns (collectively, the “Holder”), atthe time described below, the principal sum of * * *.  The Company also promises to pay interest on the balance of thatprincipal sum which is unpaid from time to time at the rate of 6.75% per annum.

 

Concurrently herewith, the Company and IIIare entering into an Amended and Restated Non-Exclusive Distribution Agreementdated as of March 30, 2004 (the “Agreement”).  * * *

 

1.                                       The unpaid principal balance of the sumevidenced by this Note will be due and payable, as follows:

 

(a)                                  Each time the III becomes obligated to make apayment (an “Additional Payment”) to the Company under Section 4(c) of anAmended and Restated Non-Exclusive Distribution Agreement dated March 30,2004 (the “Distribution Agreement”) between the Company and III, (i) III willnot make the Additional Payment to the Company, and (ii) the outstandingbalance of the principal sum evidenced by this Note will be reduced by anamount equal to the payment III was to have made to the Company.  This paragraph will constitute an assignmentby the Company to the Holder of the right to receive all the AdditionalPayments from III until the principal sum evidenced by this Note has been paidin full.  However, the reduction of theprincipal sum evidenced by this Note will be effective whether or not III makesthe payment to the Holder.

 

(b)                                 If the Distribution Agreement is terminatedfor any reason, including, but not limited to, because the products that arethe subject of the Distribution Agreement do not receive governmental approvalsthat are required to permit them to be sold in the Territory described in theDistribution Agreement, because III or the Company ceases or suspends theoperation of all facilities where III is selling or the Company is producingthe products that are the subject of the Distribution Agreement, the entirebalance of the principal sum evidenced by this Note will be due and payable onthe day the Distribution Agreement terminates.

 

2.                                       Interest will be payable on the first day ofJanuary, April, August and October of each year (each an “InterestPayment Date”), with the first interest payment to be made on the firstInterest Payment Date after the date of this Note, except that no interestpayment will be due on April 1, 2004.

 

3.                                       Each payment of principal or interest will bemade to the Holder by certified or bank cashier’s check or wire transfer, atsuch address or to such account as the Holder specifies to the Company inwriting at least three business days before the payment is to be made.

 

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4.                                       Any payment of principal or interest which isnot made when it is due will bear interest from the day it is due until it ispaid at the rate which is 200 basis points higher than the interest rate ineffect on the day the payment is due, or such lower rate as is the maximum ratepermitted by law.

 

5.                                       The Company may at any time prepay all or anyportion of the outstanding balance of the principal sum evidenced by this Note,provided that each prepayment must be at least $50,000, or such lesser amountas is the entire principal sum which is outstanding immediately before theprepayment.  Each prepayment ofprincipal will be accompanied by all accrued but unpaid interest on theprincipal sum being prepaid.

 

6.                                       * * *

 

7.                                       Each of the following events will constitutean Event of Default:

 

(a)                                  The Company fails to make any payment ofprincipal on or before the day on which it is due; or

 

(b)                                 The Company fails to make any payment ofinterest within ten days after the day on which is it due; or

 

(c)                                  The Company defaults in any of itsobligations under this Note other than obligations described in subparagraphs(a) and (b) and fails to cure that default within 30 days after a writtendemand from the Holder that the Company do so; or

 

(d)                                 The Company, Heritage Worldwide, Inc., aDelaware corporation (“HWWI”) or a significant subsidiary of either (as thatterm is defined in Securities and Exchange Commission Regulation S-X) commencesa proceeding seeking relief as a debtor under any French, U.S. or otherinsolvency law; or

 

(e)                                  An order is entered in a proceeding under anyFrench, U.S. or other insolvency law declaring the Company, HWWI or asignificant subsidiary of either to be insolvent or appointing a receiver orsimilar official for substantially all the Company’s, HWWI’s or a significantsubsidiary’s properties, and that order is not dismissed within 90 days; or

 

(f)                                    Because of events of default, holders ofindebtedness of the Company for borrowed money aggregating $100,000 acceleratethe time when that indebtedness is due and payable.

 

8.                                       Upon the occurrence of an Event of Default,the Holder may, by a notice to the Company given while the Event of Default iscontinuing, declare the entire unpaid balance of the principal sum evidenced bythis Note and all accrued but unpaid interest to be due and payable, in whichevent that principal balance and accrued but unpaid interest will beimmediately due and payable, except that if the Event of Default is of the typedescribed in subparagraph (d) or (e), the entire unpaid balance of theprincipal sum evidenced by this Note and all accrued but unpaid interest willbe immediately due and payable when the Event of Default occurs, withoutrequiring any notice or other action by the Holder.

 

9.                                       No amendment of this Note, waiver of anyprovision of this Note, or extension of the time by which the Company must makeany payment of principal or interest

 

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required by thisNote, will be effective unless it is made in writing by the Holder.  Any waiver or extension will be effectiveonly in the instance and for the purpose for which it is given.

 

10.                                 The remedies provided in this Note arecumulative and are not exclusive of any other remedies provided by law.  The Company will pay on demand any expenses(including reasonable attorneys fees and expenses) incurred by the Holder inenforcing its rights under this Note.

 

11.                                 Any notice or other communication required orpermitted to be given under this Note must be in writing and will be deemedgiven on the day when it is delivered in person or sent by facsimile (withproof of receipt at the number to which it is required to be sent), or on thethird business day after the day on which it is mailed by first class mail fromwithin the United States of America, addressed (i) if to the Company, to theCompany’s principal executive offices and to the principal facsimile number atthose executive offices, Attention: President, or at such other address orfacsimile number as the Company may specify to the Holder in writing, and (ii)if to the Holder, at the address or facsimile number specified by the Holder tothe Company in writing.

 

12.                                 This Note will be binding upon the Companyand its assigns, and will inure to the benefit of the Holder and the Holder’sassigns.  This Note will be governed by,and construed under, the laws of the State of Delaware in the United States ofAmerica, without regard to principles of conflicts of laws that might apply thelaws of another jurisdiction.

 

13.                                 The Company agrees that any action orproceeding to collect any principal or interest due under this Note or toenforce any other provision of this Note may be brought in any state or federalcourt sitting in Wilmington, Delaware in the United States of America, and theCompany (i) submits to the jurisdiction of each of those courts for the purposeof any such action or proceeding, (ii) agrees not to seek to change the venueof any such action or proceeding which is brought in any of those courts,whether because of inconvenience of the forum or otherwise (but nothing in thisParagraph will prevent a party from removing an action or proceeding from astate court sitting in Wilmington, Delaware to a Federal court sitting in thatcounty), and (iii) agrees that process in any such action or proceeding may beserved by registered mail or in any other manner permitted by the rules of thecourt in which the action or proceeding isbrought.                               .

 

IN WITNESS WHEREOF, the Company is executingthis Note on the date shown on the first page.

 
|   | POLY IMPLANT PROTHESES, S.A. |
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|   | By:                          |   |
|   |                         | Title: |

 

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