EXHIBIT 10.4

                        SUPPLY AND REQUIREMENTS AGREEMENT

                       H. H. BROWN SHOE TECHNOLOGIES, INC.
                            d/b/a/ DICON TECHNOLOGIES

                                       and

                              RSI ENTERPRISES, INC.

                                  Prepared by:

                              Daniel H. Bobis, Esq.
                           Lerner, David, Littenberg,

                             Krumholz & Mentlik, LLP
                           Westfield, New Jersey 07090

                              Alan H. Kaplan, Esq.
                                     Counsel

                              RSI Enterprises, Inc.

                                  July 1, 2001

                                   SUPPLY AND
                             REQUIREMENTS AGREEMENT

Agreement made as of the 1st day of July 2001 between:

                       H.H. BROWN SHOE TECHNOLOGIES, INC.

                            D/B/A DICON TECHNOLOGIES

a Delaware Corporation
having a place of business at
3-00 Banta Place
Fair Lawn, NJ 07410

hereinafter DICON, and

                              RSI ENTERPRISES, INC.

A Delaware Corporation Having a place of business at
183 Madison Ave, Suite 803
New York, NY 10016

hereinafter RSI.

                                    STATEMENT

DICON is a developer and manufacturer of HYDROPHILIC FOAM MATERIALS manufactured
in sized sheets, rolls of defined thickness and shaped foam products which have
uses in many applications, and are sold internationally with the trademark
"DRYZ" affixed thereto, as shown in EXHIBIT A, attached.

DICON is the owner of substantial technology, issued and pending U.S. and
Foreign Patents, technological know-how and proprietary information all relating
to said hydrophilic foam materials and their applications.

DICON has developed a molded hydrophilic foam product with superabsorbent
polymer and detergents, soaps and waxes which is adapted for use as an absorbing
and cleaning sponge product, hereinafter referred to as the DICON PRODUCTS and
more fully defined, below, and on which an application for U.S. Letters Patent
will or has been filed.

RSI is engaged in the promotion, merchandising, marketing, offering for sale and
sale of cleaning products and it markets and sells such cleaning products,
directly and through dealers and distributors, to the purchasing public.

<PAGE>

RSI desires to acquire an exclusive right to use the DICON PRODUCTS as defined
herein on and in connection with the advertising, promotion and marketing of
their cleaning products, and DICON is willing to grant such exclusive right to
RSI in this specific field of use defined below, all on the terms and conditions
as hereinafter set forth.

NOW, THEREFORE, in consideration of One Dollar ($1.00) and other good and
valuable considerations, the receipt of which is acknowledged between the
parties, it is mutually covenanted and agreed as follows:

                                    ARTICLE I

                                   DEFINITIONS

1.1 "DRYZ" is a trademark of DICON on which applications for U.S. Trademark
Registrations have been filed with the U.S. Patent and Trademark Office, as
identified on EXHIBIT A attached and referred as the "DICON TRADEMARK".

1.2 DICON PRODUCTS as used herein means a hydrophilic foam material which
includes, at least one superabsorbent polymer and combinations of detergents
and/or soaps or waxes as shown and disclosed in pending provisional application
bearing Application No. ____________ filed ____________ which is incorporated by
reference and made part hereof, a copy of which and a copy of the corresponding
Utility Application thereon when filed, will be furnished under conditions of
confidentiality to RSI.

1.3 "RSI SPONGE PRODUCTS" as used herein shall mean molded sponge products made
of the DICON PRODUCTS used for cleaning and polishing land, sea and air
transportation vehicles.

1.4 "CONFIDENTIAL INFORMATION" as used herein shall mean certain trade secrets
and proprietary and confidential technical and business information including
all information, data and materials concerning current, future or proposed
equipment, materials, apparatus, processes, formulations, techniques, drawings,
specifications, production quantities, costs, suppliers, customers, know-how and
the like which is disclosed by one party of the other and all analyses,
compilations, studies, prototypes or other documents or materials prepared by
the receiving party which may incorporate CONFIDENTIAL INFORMATION.

1.5 "ANNUAL PERIOD" as used herein shall mean twelve (12) months, and the first
ANNUAL PERIOD of this Agreement shall commence on July 1, 2001 and extend to
June 30, 2002, and successive ANNUAL PERIODS shall run from anniversary to
anniversary of said first ANNUAL PERIOD.

1.6 "FORCE MAJEURE" as used herein shall mean delays resulting from causes
beyond the reasonable control of DICON and/or RSI including, but not limited to,
fire, riots, strikes, the exercise of civil or military authority, insurrection,
embargoes, shortages in transportation equipment, wrecks and delays of
subcontractors or suppliers which result from the same or similar conditions.

                                   ARTICLE II
                                    THE GRANT

2.1 As long as this Agreement is in force, DICON grants to RSI an exclusive
worldwide right in the field of land, sea and air transportation vehicles to use
the DICON PRODUCTS, as defined herein, on and in connection with the
advertising, promotion, manufacture, distribution, offering for sale and sale of
RSI SPONGE PRODUCTS.

2.2 RSI agrees to use commercially reasonable diligence in commencing the use,
distribution and/or offering for sale and sale of the RSI SPONGE PRODUCTS as
herein defined using the DICON PRODUCTS as above granted for this exclusive
field of use.

2.3

(a) The parties acknowledge that each possess certain CONFIDENTIAL INFORMATION
which involves valuable property rights, and such CONFIDENTIAL INFORMATION may
be disclosed by each party to the other incident to this Agreement.

(b) Each party agrees to keep in strictest confidence and not:

(i) use for its own purposes or other than for the sole benefit of the
disclosing party; or

(ii) disclose or make available to any third party the disclosing party's
CONFIDENTIAL INFORMATION.

(c) CONFIDENTIAL INFORMATION may be disclosed only to those employees of the
receiving party who:

<PAGE>

(i) reasonably require access to such information for the purposes contemplated
hereby;

(ii) have been informed of the confidential nature of the CONFIDENTIAL
INFORMATION; and

(iii) have been directed to act in accordance with the terms and conditions of
this Agreement.

(d) Notwithstanding the foregoing, nothing herein shall limit the disclosure of
such CONFIDENTIAL INFORMATION which:

(i) is legally in the possession of the receiving party or its employees prior
to receipt thereof from the disclosing party and the receiving party can
demonstrate this; or

(ii) was or enters into the public domain in substantially the same form through
no fault of the receiving party or its employees; or

(iii) is disclosed to the receiving party without restrictions or breach of any
duty of confidentiality by the third party who has the right to make such
disclosure; or

(iv) is independently developed by or for the receiving party without reference
to the disclosing party's CONFIDENTIAL INFORMATION and the receiving party can
demonstrate this; or

(v) after the end of the fifth (5th) ANNUAL PERIOD following termination of this
Agreement for any reason.

(e) If the receiving party is required by law or legal to disclose any
CONFIDENTIAL INFORMATION, the receiving party shall provide prompt notice of
such to the disclosing party so that legal protection for the CONFIDENTIAL
INFORMATION may be sought. In the event such protection is not obtained, the
receiving party's compliance with the non-disclosure provisions of this
Agreement, to the extent required to comply with such law or legal process,
shall be waived.

(f) All CONFIDENTIAL INFORMATION and any copies or derivatives thereof in
whatever form shall be returned to the disclosing party upon its request or upon
completion or termination of this Agreement.

(g) No rights or obligations other than those expressly stated herein shall be
implied from this Agreement. In particular, except as provided herein, no
license or other right is hereby granted, either expressed or implied, to the
receiving party:

(i) with respect to the CONFIDENTIAL INFORMATION of the disclosing party; or

(ii) under any patent, patent application, copyright, trademark or other
proprietary right now or hereafter owned or controlled by the disclosing party.

(h) Each party acknowledges that money damages would not be an adequate remedy
for breach of this Agreement and agrees that the disclosing party shall be
entitled to seek specific performance, in addition to such other remedies as may
be available at law or in equity, for any such breach.

                                   ARTICLE II
                                  CONSIDERATION

3.1 So long as this Agreement is in force between the parties, and subject to
the limitations set forth herein, RSI agrees to purchase all their requirements
for the DICON PRODUCTS for the fields of use described in paragraph 2.1, and
DICON agrees to supply such DICON PRODUCTS to RSI in the quantities, at the
prices and other conditions of sale applicable to such purchases. 3.2

(a) For the exclusive right granted by DICON to RSI, and subject to the
limitations as set forth herein, RSI shall purchase from DICON during each given
ANNUAL PERIOD quantities of the RSI SPONGE PRODUCTS in accordance with the
following schedule:

ANNUAL PERIOD              NUMBER OF RSI SPONGE PRODUCTS
-------------              -----------------------------
1st ANNUAL PERIOD                     250,000
2ND ANNUAL PERIOD                     500,000
 and each succeeding
3RD ANNUAL PERIOD                   1,000,000

<PAGE>


and if RSI shall purchase such quantities of RSI SPONGE PRODUCTS from DICON for
the above listed ANNUAL PERIODS that this Agreement is in force, then RSI shall
have the option to extend this Agreement, for an additional two (2) successive
years on the same terms and conditions by a notice in writing sent to DICON at
least ninety (90) days prior to the end of the third ANNUAL PERIOD that this
Agreement is in force.

(b) During the first ANNUAL PERIOD, the pricing for DICON PRODUCTS shall be as
follows:


AGGREGATE RSI PURCHASE             PRICE PER RSI SPONGE PRODUCT
----------------------             ----------------------------
50,000 to 100,000                       $.817 SPONGE ONLY*
100,000 to 250,000                      $.795 SPONGE ONLY*
  Over 250,000                          $ .778 SPONGE ONLY*


and this pricing shall remain firm for the first ANNUAL PERIOD.

* (SPONGE ONLY SHALL INCLUDE ALL RAW MATERIALS AND LABOR TO MOLD).

(C) Beginning with the second ANNUAL PERIOD that this Agreement is in force, if
the quantities of the purchases of RSI SPONGE PRODUCTS to be entered by RSI on
DICON as above set forth to maintain the exclusive right granted herein for the
second and each succeeding ANNUAL PERIOD thereafter shall fall below the
quantity requirements either as set forth in clause 3.2(b) or as may be mutually
modified by the parties, if RSI shall fail to cure such breach within thirty
(30) days after the end of such ANNUAL PERIOD, then RSI shall pay to DICON, as
liquidated damages and not as a penalty and as DICON'S sole remedy for such
breach, a dollar amount equivalent to $0.20 (20 cents) per RSI SPONGE PRODUCT on
the remaining quantity of the RSI SPONGE PRODUCTS minimum due as herein provided
for the given ANNUAL PERIOD in which any such breach may occur, and if RSI shall
pay such liquidated damages, RSI shall retain the exclusive rights granted under
Section 2.1 for the next succeeding ANNUAL PERIOD. If RSI does not make such
payment within thirty (30) days of the end of such ANNUAL PERIOD during which
such breach shall have occurred, then DICON may, at its option, terminate or
render this Agreement non-exclusive for the succeeding ANNUAL PERIODS. Further,
RSI agrees that DICON shall incur no liability to RSI or any third party in
privity with them by reason of the exercise of such option.

(a) Except as otherwise provided herein, the terms and conditions for the sale
of RSI SPONGE PRODUCTS on purchase orders entered by RSI on DICON, such as
warranties, pricing, etc., shall be the current terms and conditions applicable
to such purchase orders entered by RSI on DICON as shown in EXHIBITS B and C
attached. To the extent that any term or conditions contained in RSI's validly
issued purchase order, which is accepted by DICON, shall conflict with a term or
condition contained in this Agreement, then the term or condition contained in
this Agreement shall control.

(b) DICON agrees to manufacture and sell such RSI SPONGE PRODUCTS according to
the warranty set forth at EXHIBIT B attached, and the DICON PRODUCTS shall have
the same standards and quality described in specifications furnished by DICON to
RSI attached hereto as EXHIBIT C, and as also identified in samples presently
furnished by DICON to RSI and such additional samples as may be provided by
DICON and RSI during the life of this Agreement.

(c) Beginning with the second ANNUAL PERIOD, the pricing for the RSI SPONGE
PRODUCTS to be sold by DICON to RSI is shown in EXHIBIT D attached provided
further, however, that commencing with the second ANNUAL PERIOD and each
successive ANNUAL PERIOD thereafter, so long as this Agreement remains in force,
DICON shall have the right to adjust the pricing for such RSI SPONGE PRODUCTS by
a sixty (60) day notice in writing sent prior to the commencement of each
respective second or any successive ANNUAL PERIOD thereafter provided further
that any price increases in accordance with this paragraph shall be based on
bona fide increases for material and labor to DICON plus the appropriate markup
for overhead caused thereby, but such increase not to exceed ten percent (10%)
per ANNUAL PERIOD unless otherwise agreed on by the parties in writing.

3.4 DICON and RSI shall not be liable to each other for any delays caused by
conditions of FORCE MAJEURE, and unless a given purchase order is cancelled by
RSI, if deliveries shall be delayed due to such conditions of FORCE MAJEURE, the
delivery schedule shall be adjusted in accordance with the period of time that
the delay ensued due to such FORCE MAJEURE, and on the occurrence of such event
or condition and the subsequent termination thereof, this shall be confirmed
between the parties in writing to establish the period of delay applicable to
each such given purchase order. If delivery delays caused by FORCE MAJEURE
extend beyond ninety (90) days of expected delivery, RSI may, at its sole
discretion, terminate this Agreement upon thirty (30) days written notice to
DICON. In such case, neither party shall have further obligation to the other
pursuant to this Agreement, except that RSI shall be obligated to make payment
to DICON for DICON PRODUCTS received by RSI prior to the effective date of such
termination.

<PAGE>

                                   ARTICLE IV

                     DURATION, TERMINATION AND CANCELLATION

4.1 This Agreement shall be non-cancellable until the end of the first ANNUAL
PERIOD; thereafter, unless sooner cancelled, terminated or extended by mutual
agreement of the parties in writing and subject to the RSI option to extend the
exclusive right as herein provided, this Agreement shall terminate at the end of
the third ANNUAL PERIOD.

4.2

(a) After the first ANNUAL PERIOD, either party may terminate this Agreement for
breach or default by the other party of any of the terms or conditions of this
Agreement by a thirty (30) day notice in writing of the intention to terminate;
however, the breaching party may cure any breach or default within such thirty
(30) day period, or such extensions thereof on which the parties mutually agree
in writing, in which event such notice shall be null and void as if the same had
not been sent.

(b) Further, it shall be a breach of this Agreement if RSI elects to purchase
from third parties molded hydrophilic foam system products, as generally defined
herein as RSI SPONGE PRODUCTS, without the consent of RSI in which event the
non-breaching party shall have the right to terminate this Agreement or in the
case of such a breach by RSI, DICON may render the same non-exclusive by a
thirty (30) day notice in writing; however, the breaching party may cure this
breach within such thirty (30) day period, or such extensions thereof on which
the parties mutually agree in writing, in which event such notice shall be null
and void as if the same had not been sent.

4.3 RSI shall have the right to terminate this Agreement as follows:

(a) for any breach or default by DICON of any of the terms or conditions of this
Agreement by a thirty (30) day notice in writing of the intention to terminate
sent by RSI to DICON. A breach shall include DICON'S failure to ship in a timely
manner, a breach of the DICON warranty as set forth herein, failure of the DICON
PRODUCTS to meet the specifications as provided at EXHIBIT C, or any increase in
the price of the products other than as provided a Paragraph 3.3 (herein).
However, DICON may cure such breach or default by remedying the same within the
said thirty (30) day period, or such extensions thereof, on which the parties
mutually agree in writing, in which event such notice shall be null and void as
if the same had not been sent;

(b) at will and without cause upon the end of the second or any successive
ANNUAL PERIOD that this Agreement is in force by a notice in writing of the
intention to terminate, such notice to be given no less than sixty (60) days
prior to the end of such ANNUAL PERIOD.

4.4 In the event of termination or cancellation by DICON or RSI and assuming
DICON is not in a state of breach of this Agreement, RSI shall be obligated to
pay and agrees to pay DICON on all purchase orders entered prior to the
effective date of such termination or cancellation, even though the products on
any such purchase orders are duly shipped and invoiced by DICON after the
effective date of such termination or cancellation.

                                    ARTICLE V

                  ALTERNATE SOURCE OF SUPPLY FOR DICON PRODUCTS

5.1

(a) In the unfortunate event that DICON shall, at any time, for any reason
including FORCE MAJEURE which lasts more than ninety (90) days, have difficulty
in manufacturing or supplying to RSI the RSI SPONGE PRODUCTS as herein provided,
such that DICON is unable to produce and deliver sufficient RSI SPONGE PRODUCTS
for RSI's marketing, sales and distribution needs, in accordance with the
shipping schedules in RSI's purchase orders. The parties shall mutually select
and qualify at least one (1) third party having the ability to manufacture the
quantity and quality of the RSI SPONGE PRODUCTS in accordance with the DICON
quality standards and deliver the same timely in accordance with the terms of
the RSI purchase orders and the terms and conditions of this Agreement.

(b) On the happening of any events as set forth at Paragraph 5.1 (a) either
party may, by a five (5) day notice in writing to the other party, request that
the parties meet to select and agree on a third party to be qualified by DICON
for the purpose set forth in Paragraph 5.1(a).

5.2 Such third party when qualified shall be considered as the agent and
distributor for DICON for this purpose and shall be subject to the control and
direction of DICON, and this arrangement shall continue until such time as DICON
shall again assume responsibility for the manufacture, supply and sale of the
RSI SPONGE PRODUCTS in accordance with the terms and conditions of this
Agreement. 5.3 RSI agrees that the qualification and performance by any party
qualified by DICON to manufacture and supply the DICON PRODUCTS as set forth
above shall not constitute a breach of the terms and conditions of this
Agreement, and DICON shall incur no liability under any of the terms and
conditions of either this Agreement arising out of either the qualification or
the performance by any party qualified as above provided.

<PAGE>

5.4 Other than the consideration as provided under the terms and conditions of
this Agreement, RSI shall not be required to pay any additional consideration on
orders for said RSI SPONGE PRODUCTS entered by RSI on any such party qualified
to manufacture and supply such RSI SPONGE PRODUCTS solely to RSI.

                                   ARTICLE VI

                      PRODUCT LIABILITY AND OTHER PRODUCTS

6.1

(a) DICON shall indemnify and hold harmless RSI, and RSI's officers and
directors and each of them, from and against any and all loss, damage and
expense of any nature (including reasonable attorney's fees) arising out of or
relating directly or indirectly to and including any claim, action, suit or
proceeding alleging, infringement or violation of any patent of any third party.
RSI agrees to promptly notify DICON in writing of any claim of such infringement
and will render to DICON at DICON'S expense whatever information and assistance
DICON may reasonably require in connection with such claim.

(b) In the event of any infringement claim, and if required by RSI, DICON shall
do, at its option, one of the following: (i) modify the RSI SPONGE PRODUCTS so
as to avoid infringement, provided it remains of substantially equivalent
quality and purpose;

(ii) replace the same with a non-infringing product of substantially equivalent
quality and purpose; (iii) procure for RSI the right to continue selling the RSI
SPONGE PRODUCTS; or (iv) accept the return of the non consumed RSI SPONGE
PRODUCTS and refund the total price paid for such returned products.

6.2 DICON agrees to save harmless and to indemnify RSI against any and all
expenses, costs and reasonable attorney's fees on account of any injury, damage
of any kind sustained by, or any damages awarded or assessed, or any other
liability incurred by or imposed upon RSI which arise out of or in connection
with or results from the manufacture of any RSI SPONGE PRODUCTS having or
including the DICON PRODUCTS marketed, sold or distributed by RSI, in the event
that any claim is made or any suit is instituted against RSI by reason of any
defective manufacture of such RSI SPONGE PRODUCTS including such DICON PRODUCTS
supplied by DICON to RSI, then DICON agrees to come in and defend RSI, at
DICON'S own expense and to reimburse RSI for all expenses, costs, reasonable
attorney's fees and awards and RSI agrees to give prompt notice of any such
claim or suit and to forward all documents thereon to DICON and to provide all
reasonable cooperation in the defense of any claim for which indemnification is
required, provided the reasonable expenses for travel and related disbursements
thereof is also assumed and paid for by DICON.

6.3 DICON may discharge its obligations under Paragraph 6.2 of this ARTICLE VI
with respect to any personal injury or property damage arising out of the
manufacturing of the RSI SPONGE PRODUCTS by PRODUCT LIABILITY INSURANCE in at
least the amount of Two Million Dollars ($2,000,000) for bodily injury and Five
Hundred Thousand Dollars ($500,000) property damage each occurrence, and DICON
agrees to maintain the coverage described above during the term of this
Agreement on claims arising from the manufacture of said RSI SPONGE PRODUCTS
having or including DICON PRODUCTS and provided further that RSI shall be
endorsed and protected under the same terms and conditions of such PRODUCT
LIABILITY INSURANCE. On written request, DICON shall give written notice to RSI
regarding endorsement of RSI on such PRODUCT LIABILITY INSURANCE.

6.4 RSI agrees to save harmless and to indemnify DICON against any and all
expenses, costs and reasonable attorney's fees on account of any injury, damage
of any kind sustained by, or any damages awarded or assessed, or any other
liability incurred by or imposed upon DICON which arise out of or in connection
with or results from the marketing use, distribution, advertising or promotional
activities or sale or other disposition of any RSI SPONGE PRODUCTS having or
including the DICON PRODUCTS marketed, sold or distributed by RSI, and in the
event that any claim is made or any suit is instituted against DICON by reason
of such marketing, use distribution, advertising or promotional activities or
the sale or other distribution of any of such RSI SPONGE PRODUCTS including
DICON PRODUCTS, supplied by DICON to RSI then RSI agrees to come in and defend
DICON at RSI'S own expense and to reimburse DICON for all expenses, costs,
reasonable attorney's fees and awards and DICON agrees to give prompt notice of
any such claim or suit and to forward all documents thereon to RSI and to
provide all reasonable cooperation in the defense of any claim for which
indemnification is required, provided by reasonable expenses for travel and
related disbursements thereof is also assumed and paid for by RSI.

6.5 RSI may discharge its obligations under Paragraph 6.4 of this ARTICLE VI
with respect to any personal injury or property damage arising out of the
marketing, use, sale, or other distribution, advertising or promotional
activities of said RSI SPONGE PRODUCTS having or including DICON PRODUCTS by
PRODUCT LIABILITY INSURANCE in at least the amount of Two Million Dollars
($2,000,000) for bodily injury and Five Hundred Thousand Dollars ($500,000)
property damage each occurrence, and RSI agrees to maintain the coverage
described above during the term of this Agreement on claims arising from the
marketing, use, sale or other distribution, advertising or promotional
activities of said RSI SPONGE PRODUCTS having or including DICON PRODUCTS and
provided further that DICON shall be endorsed and protected under the same terms
and conditions of such PRODUCT LIABILITY INSURANCE. On written request, RSI
shall given written notice to DICON regarding endorsement of DICON on such
PRODUCT LIABILITY INSURANCE.

<PAGE>

                                   ARTICLE VII

                                   ARBITRATION

7.1 In the event that disputes arise under the terms of the Agreement on which
there is a continuing disagreement for more than thirty (30) days, either party
may elect by a thirty (30) day notice in writing to submit the matter to
Arbitration. If the dispute is not settled within the said thirty (30) day
period of such Notice, the following shall apply to such Arbitration:

(a) The Arbitration shall be conducted in Metropolitan New Jersey.

(b) The Arbitration shall be conducted in accordance with the Rules of the
American Arbitration Association applicable to the dispute.

(c) The costs of the Arbitration shall be distributed equally, and each party
shall otherwise bear their own additional or other expenses and attorney's fees.

(d) The Arbitration Tribunal hearing such Arbitration shall not have authority
to award pecuniary or punitive damages and shall have authority to limit and
control the amount of discovery permissible in said arbitration preferably
limiting such discovery-up to thirty (30) days.

7.2 The Decision of the Arbitration Tribunal shall be binding on the parties,
and such Decision shall be enforceable in any Court having jurisdiction of the
party against whom any such Decision or Award is granted.

                                  ARTICLE VIII

                         OWNERSHIP AND USE OF TRADEMARKS

8.1 DICON'S trademark "DRYZ" is shown at EXHIBIT A, and applications for U.S.
Trademark Registrations thereon have or are being filed.

8.2 (a) As and for a consideration for the terms and conditions of the present
Agreement, RSI shall use the "DRYZ" trademark as shown herein on both the RSI
SPONGE PRODUCTS which include the DICON PRODUCTS, as supplied by DICON, and on
and in connection with the advertising in accordance with guidelines as
hereinafter set forth and any other instructions in writing from DICON to RSI.

(b) RSI agrees not to make any changes to such guidelines without the written
consent of DICON. 8.3 The guidelines for the use of the trademark "DRYZ" are as
follows:

(a) The "DRYZ" logo shall always be used by RSI in the manner shown in EXHIBIT A
attached. RSI during such use shall not modify or change the logo in any manner
and shall maintain the proportions as shown in EXHIBIT A in both size,
arrangement and color provided further when the "DRYZ" trademark is used in
printing or media of any other type RSI agrees to furnish a copy thereof to
DICON for review and within three (3) days of the receipt of such copy, if DICON
shall fail to object thereto, then such use shall deemed to comply with the
object and purpose of this paragraph.

(b) The "DRYZ" trademark shall only be used on and in connection with those RSI
SPONGE PRODUCTS, which include DICON PRODUCTS as, supplied by DICON, and such
RSI SPONGE PRODUCTS shall, as a minimum, bear the mark "DRYZ" on the packaging
in the manner approved and agreed to by the parties.

(C) RSI shall maintain the integrity of the "DRYZ" trademark at all times and
shall not use the trademark in juxtaposition with any other trademarks during
its advertising, marketing, promotion, offering for sale and sale of the RSI
SPONGE PRODUCTS in the fields of use as described in Paragraph 2.1.

(d) RSI acknowledges that the use of the "DRYX" trademark on and in connection
with the marketing, promotion, advertising, offering for sale and sale of the
RSI SPONGE PRODUCTS shall inure to the benefit of DICON, and RSI agrees on
written request from DICON to supply information and proof to DICON showing how
it utilizes the "DRYZ" trademark on and in connection with any actions taken by
DICON for the preservation, renewal and continuation of such trademark rights
and, if necessary, testimony in any suit or administration proceedings, provided
the reasonable expenses therefore are paid by DICON.

(e) RSI shall indicated during the use of the "DRYZ" trademark as provided
herein, by a legend or other suitable indicia, that "DRYZ" is a registered
trademark of DICON.

(f) DICON shall have the right to reasonably modify the above guidelines by a
sixty (60) day notice in writing to RSI. (g) Except as provided herein, RSI
agrees for the United States, and all foreign countries of the world, not to
adopt,

<PAGE>

use, apply to register, obtain or acquire any trademark or registration for a
trademark, service mark or to use any business name which is identical to or
similar or substantially similar to the DICON trademark "DRYX" or the business
name DICON, nor to aid and abet any third parties to adopt any such trademark or
business name or to obtain any registration thereon in the United States and all
foreign countries of the world, and this limitation and restriction shall
survive termination of this Agreement for any reason. 8.4 DICON and DICON'S
affiliates and agents shall not use the English or any translation of any
trademarks, trade names, brand names, front marks, labels or package designs of
RSI, or any names, marks, labels or package designs similar thereto, except in
accordance with this Agreement. DICON acknowledges that no right, title or
interest in or to any trademark, trade name, brand name, front mark, and label
or package design of RSI is conferred by virtue of this Agreement. DICON may not
sue, adopt, register or attempt to register as a trademark any word, symbol or
emblem which is identical or similar to any of the trademarks, trade names,
brand names, front marks, labels, package designs, business names or corporate
names or part thereof of RSI, whether during the continuance of this Agreement
or after its termination, howsoever arising. DICON agrees to cooperate freely
with the registration of any new trademark or trade names by RSI. This provision
shall survive the expiration of termination of this Agreement.

                                   ARTICLE IX

                               GENERAL PROVISIONS

9.1 (a) RSI, on behalf of itself, its officers, directors and employees,
acknowledges and agrees that they do not have and that they will not hold
themselves or either of them out as having any right, power or authority to
create any contract or obligation, expressed or implied, on behalf of or in the
name of or binding upon DICON and that no other relationship than that of
VENDOR-VENDEE is established by reason of the making of this Agreement.

(b) DICON, on behalf of itself, its officers, directors and employees,
acknowledges and agrees that they do not have and that they will not hold
themselves or either of them out as having any right, power or authority to
create any contract or obligation, expressed or implied on behalf of or in the
name of or binding upon RSI and that no other relationship than that of
VENDOR-VENDEE is established by reason of the making of this Agreement.

9.2 All notices to be sent under the terms of this Agreement by either of the
parties to the other shall be in writing and shall be sent first-class
registered mail or express mail to the address stated herein or to any later
address either party shall specify in writing to the other party, and such
notice shall start with the official stamp date on such notice.

9.3 This Agreement shall be assignable or transferable to a financially
responsible successor to the RSI business relating to this portion of its
product line provided that such successor shall execute a suitable notation in
writing agreeing to be bound by the terms and conditions of this Agreement.

9.4 This Agreement shall be binding on and inure to the benefit of DICON, its
assigns, successors and legal representatives and to RSI, its permitted assigns,
successors and legal representatives. 9.5 This Agreement constitutes the entire
Agreement and understating between the parties and supersedes all prior
agreements and understandings with respect to the right granted hereunder. No
modifications, changes or waivers of any of the terms and conditions subsequent
to the execution of this Agreement shall be valid unless in writing and signed
by an authorized representative of the party against whom such modification,
change or waiver is sought to be enforced.

9.6 If any part or section of this Agreement be held unenforceable or in
conflict with the law of any jurisdiction, such parts or sections shall be
inoperative and shall not affect the validity or enforceability of the remaining
parts, terms and conditions of this Agreement.

9.7 This Agreement shall be governed by the laws of the State of New Jersey and
of the United States as to all matters of interpretation, performance, remedies
and enforceability insofar as such law is existent and can or will be applied in
the jurisdiction on any matter in dispute under the terms and conditions of this
Agreement.


<PAGE>


                               SEPARATE LAST PAGE

                      ALL SIGNATURES AND DRYZ LOGO ON FILE

IN WITNESS WHEREOF, the parties have caused this agreement to be duly executed
by their authorized representative and the effective date of this agreement to
be the date first above set forth.

Signed at Fairlawn, New Jersey
On this 11st day of January, 2001

                       H.H. BROWN SHOE TECHNOLOGIES, INC.
                            D/B/A/ DICON TECHNOLOGIES

                        By  /s/Wayne Celia
                            WAYNE CELIA, VICE PRESIDENT

Signed at Fairlawn, New Jersey
On this 11st day of January, 2001


                       RSI ENTERPRISES, INC.

                        By  /s/Michael Metter
                            MICHAEL L. METTER, PRESIDENT


<PAGE>


                                    EXHIBIT A



{LOGO WAS HERE}                              {LOGO WAS HERE}



Minimum Logo Size:      112" W X 3/8" H
Logo Colors:            Circular Arrows: Pantone 320
                        DRYZ Letters: Pantone 320
                        Inside Fill/Background: Pantone 129






<PAGE>

                                    EXHIBIT B

                                    WARRANTY

      Dicon Technologies warrants that its products are made from the
hydrophilic family of urethane foams and that the formulations and compositions
of these foams will adhere as closely as possible to the description in the
DICON issued Patents and pending applications and that it shall contain
superabsorbent polymers intended to provide the basic DICON principle of holding
water in the foam formulations and compositions and the DICON PRODUCTS shall be
of the same quality as the samples furnished. Dicon Technologies reserves the
right to vary all formulations and compositions of the foam materials to take
advantage of mechanical, chemical and formulation advancements in order to
pursue the highest quality potential of its products. Dicon Technologies also
reserves the right to make variations, under its own authority and notification,
regarding any advancements that are clearly important to further the marketing
potential of the foam formulations and compositions through Dicon Technologies'
licensees and other parties in privity with Dicon Technologies.

FURTHER, IN NO EVENT SHALL DICON BE LIABLE FOR CONSEQUENTIAL OR ANY OTHER
INDIRECT DAMAGES ARISING FROM THE SHIPMENT AND/OR THE SUPPLYING OF DICON
PRODUCTS HEREUNDER BY DICON TO RSI.


<PAGE>


                                    EXHIBIT C

                            PRODUCTION SPECIFICATIONS

PRODUCT      GAUGE             DUROMETER             DENSITY
-------      -----             ---------             -------


Colors:


<PAGE>


                                    EXHIBIT D

                          TERMS AND CONDITIONS OF SALE

      On all purchase orders for RSI SPONGE PRODUCTS entered by RSI, DICON shall
invoice the same on the following terms and conditions:

      1. The pricing for the first ANNUAL PERIOD on RSI SPONGE PRODUCTS shipped
by DICON to RSI shall be as set forth herein at Article III, paragraph 3.2(c).

      2. Subject to paragraph 3.3(c), the pricing for the second ANNUAL PERIOD
and successive ANNUAL PERIODS thereafter shall be the same as the first ANNUAL
PERIOD.