Exhibit 10.14

                                                          CONFIDENTIAL TREATMENT
                                     Heritage Worldwide, Inc. has requested that
                                the marked portions of this document be accorded
                                   confidential treatment pursuant to Rule 24b-2
                                   promulgated under the Securities Exchange Act

                          POLY IMPLANTS 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"), at the time described below, the principal
sum of [****]*. The Company also promises to pay interest on the balance of that
principal sum which is unpaid from time to time at the rate of 6.75% per annum.

Concurrently herewith, the Company and III are entering into an Amended and
Restated Non-Exclusive Distribution Agreement dated as of March 30, 2004 (the
"Agreement"). As provided in Section 4(e) of the Agreement, as of February 29,
2004, the Company had certain obligations to patients and doctors in respect of
claims related to products sold by PIP/USA, Inc. and III (which does business
under the name PIP.America) ("Existing Claims"). III has undertaken in the
Agreement to administer and pay up to [****]* of such Existing Claim amounts,
with III consulting with the Company prior to paying any such Existing Claim
amounts after the date hereof. As provided in the Agreement, if III determines
in its sole discretion that payment of any Existing Claim amount is necessary or
advisable to (1) prosecute or maintain the PMA (as defined in the Agreement),
(2) settle any presently existing litigation or any related or similar case, (3)
avoid any adverse regulatory action, or (4) continue to market Products (as
defined in the Agreement) in any geographical market in the Territory (as
defined in the Agreement), then III may without consent of the Company pay any
such Existing Claim amount. As provided in the Agreement, if with respect to any
Existing Claim amount III does not make the determination set forth in the
immediately preceding sentence, then III will consult with the Company in the
administration of such Existing Claim. As provided in the Agreement, unless the
Company (i) engages counsel reasonably acceptable to III to consult on such
Existing Claim administration and (ii) separately indemnifies III from and
against any loss, claim or liability related to such Existing Claim in a manner
reasonably acceptable to III, III may pay such Existing Claim amount. As
provided in the Agreement, if the Company engages counsel and provides the
indemnity as set forth in the immediately preceding sentence in respect of an
Existing Claim covered by such sentence, then III will not pay the respective
Existing Claim amount without the Company's consent, which consent will not
unreasonably be withheld. In consideration of the foregoing undertakings by III,
the Company has issued to III this Note in the initial nominal principal amount
of [****]*. As provided in paragraph 6 below, the principal amount payable under
this Note shall be increased by any additional amounts paid by III, on the
Company's PIP/USA, Inc.'s or III's behalf with respect to products sold by the
Company, PIP/USA, Inc. or III in the Territory that are not in respect of
Existing Claims.

1. The unpaid principal balance of the sum evidenced by this Note will be due
and payable, as follows:
         (a) Each time the III becomes obligated to make a payment (an
"Additional Payment") to the Company under Section 4(c) of an Amended and
Restated Non-Exclusive Distribution Agreement dated March 30, 2004 (the
"Distribution Agreement") between the Company and III, (i) III will not make the
Additional Payment to the Company, and (ii) the outstanding balance of the
principal sum evidenced by this Note will be reduced by an amount equal to the

--------
* Confidential Treatment has been requested for the marked portion.

<PAGE>

payment III was to have made to the Company. This paragraph will constitute an
assignment by the Company to the Holder of the right to receive all the
Additional Payments from III until the principal sum evidenced by this Note has
been paid in full. However, the reduction of the principal sum evidenced by this
Note will be effective whether or not III makes the payment to the Holder.

         (b) If the Distribution Agreement is terminated for any reason,
including, but not limited to, because the products that are the subject of the
Distribution Agreement do not receive governmental approvals that are required
to permit them to be sold in the Territory described in the Distribution
Agreement, because III or the Company ceases or suspends the operation of all
facilities where III is selling or the Company is producing the products that
are the subject of the Distribution Agreement, the entire balance of the
principal sum evidenced by this Note will be due and payable on the day the
Distribution Agreement terminates.

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

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

4. Any payment of principal or interest which is not made when it is due will
bear interest from the day it is due until it is paid at the rate which is 200
basis points higher than the interest rate in effect on the day the payment is
due, or such lower rate as is the maximum rate permitted by law.

5. The Company may at any time prepay all or any portion 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 amount as is the entire
principal sum which is outstanding immediately before the prepayment. Each
prepayment of principal will be accompanied by all accrued but unpaid interest
on the principal sum being prepaid.

6. (a) Whenever the Company notifies III, or III otherwise becomes aware, that a
claim other than an Existing Claim (an "Additional Claim") has been made against
the Company, PIP/USA or III in the United States of America for breach of
warranty or for liability relating to products distributed in the United States,
III will review the Additional Claim and recommend to the Company that the
Company either (a) pay the Additional Claim in full, (b) make a partial payment
in settlement of the Additional Claim, or (c) deny liability for the Additional
Claim. In any instance in which III recommends that the Company pay an
Additional Claim in full, or in which III recommends that the Company pay an
amount in settlement of the Additional Claim and the claimant agrees to accept
that amount in full settlement of the Additional Claim, the Company will pay the
recommended amount within 30 days after III recommends that it do so.

         (b) If the Company fails to pay an Additional Claim as recommended by
III within 30 days after III recommends that the Company make the payment, III
may, but will not be required to, pay the Additional Claim and add the sum that
III paid to the principal balance due this Note. At III's request, the Company
will acknowledge that the principal balance of this Note has been increased by
the amount of the payment made by III (and, if III so requests, issue a new Note
reflecting the increased principal balance in exchange for the existing Note).

         (c) The Company hereby indemnifies III and its parent, subsidiaries,
shareholders, directors, officers, employees and agents, against and agrees to
hold each of them harmless from, any liabilities costs or expenses any of them
may incur, because the Company fails to pay an amount that III recommends in
accordance with paragraph 6(a) within 30 days after III recommends the payment.

<PAGE>

7.  Each of the following events will constitute an Event of Default:

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

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

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

         (d) The Company, Heritage Worldwide, Inc., a Delaware corporation
("HWWI") or a significant subsidiary of either (as that term is defined in
Securities and Exchange Commission Regulation S-X) commences a proceeding
seeking relief as a debtor under any French, U.S. or other insolvency law; or

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

         (f) Because of events of default, holders of indebtedness of the
Company for borrowed money aggregating $100,000 accelerate the 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 is continuing, declare the entire
unpaid balance of the principal sum evidenced by this Note and all accrued but
unpaid interest to be due and payable, in which event that principal balance and
accrued but unpaid interest will be immediately due and payable, except that if
the Event of Default is of the type described in subparagraph (d) or (e), the
entire unpaid balance of the principal sum evidenced by this Note and all
accrued but unpaid interest will be immediately due and payable when the Event
of Default occurs, without requiring any notice or other action by the Holder.

9. No amendment of this Note, waiver of any provision of this Note, or extension
of the time by which the Company must make any payment of principal or interest
required by this Note, will be effective unless it is made in writing by the
Holder. Any waiver or extension will be effective only in the instance and for
the purpose for which it is given.

10. The remedies provided in this Note are cumulative 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 in
enforcing its rights under this Note.

11. Any notice or other communication required or permitted to be given under
this Note must be in writing and will be deemed given on the day when it is
delivered in person or sent by facsimile (with proof of receipt at the number to
which it is required to be sent), or on the third business day after the day on
which it is mailed by first class mail from within the United States of America,
addressed (i) if to the Company, to the Company's principal executive offices
and to the principal facsimile number at those executive offices, Attention:
President, or at such other address or facsimile 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 to the Company in writing.

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

<PAGE>

13. The Company agrees that any action or proceeding to collect any principal or
interest due under this Note or to enforce any other provision of this Note may
be brought in any state or federal court sitting in Wilmington, Delaware in the
United States of America, and the Company (i) submits to the jurisdiction of
each of those courts for the purpose of any such action or proceeding, (ii)
agrees not to seek to change the venue of 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 this Paragraph will prevent a party from removing an
action or proceeding from a state court sitting in Wilmington, Delaware to a
Federal court sitting in that county), and (iii) agrees that process in any such
action or proceeding may be served by registered mail or in any other manner
permitted by the rules of the court in which the action or proceeding is
brought. .

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

                                          POLY IMPLANT PROTHESES, S.A.


                                         By:   /s/ Jean-Claude Mas
                                               --------------------------------
                                               Title: President