NOVEON INC
EXHIBIT 10.13
<DOCUMENT>
<TYPE>EX-10.13
<SEQUENCE>5
<FILENAME>promnote.txt
<DESCRIPTION>EXHIBIT 10.13
<TEXT>
                                                              Exhibit 10.13

                              PROMISSORY NOTE

$1,000,000.00                                         November 30, 2001


          FOR  VALUE  RECEIVED,   Steven  J.  Demetriou  (the  "Borrower"),
promises  to pay  to  the  order  of  Noveon  Holdings,  Inc.,  a  Delaware
corporation  (the  "Lender"),  the  principal  sum of ONE  MILLION  DOLLARS
($1,000,000.00), together with interest on the unpaid principal hereof from
the date  hereof  at the rate of 7% per  annum,  compounded  semi-annually,
until paid in full.

          Interest on this Note shall be computed on the basis of a year of
365 days  for the  actual  number  of days  elapsed.  All  payments  by the
Borrower under this Note shall be in immediately available funds, which may
be made by wire transfer.

          The  unpaid  principal  amount of this Note and all  accrued  and
unpaid interest thereon shall become due and shall be paid on or before the
date which is the earliest of (i) November 30, 2011;  (ii) thirty (30) days
after the date on which the  Borrower's  employment  with  Noveon,  Inc. is
terminated for any reason other than a termination described in Section 5.4
of the Employment Agreement entered into among the Borrower, the Lender and
Noveon,  Inc.,  dated  March 9,  2001  (the  "Employment  Agreement");  and
(iii)(a)  (1) the  occurrence  of a Change of  Control  (as  defined in the
Employment  Agreement)  or (2) the receipt of proceeds by the Borrower from
the sale of shares of Lender's common stock whether in a single transaction
or a series  of  transactions  and  whether  in a  registered  offering  or
pursuant to the sale of such shares under Rule 144 of the Securities Act of
1933;  provided that Borrower  shall only be obligated to repay that amount
of the Note that is equal to the amount of proceeds received from each such
sale of shares, until all amounts due and payable under the Note are repaid
in full; and (b) a termination of Borrower's  employment with Noveon,  Inc.
pursuant to Section 5.4 of the Employment Agreement.

          This Note may be  prepaid in whole or in part at any time or from
time to time.  Any  such  payment  shall be  without  premium  or  penalty.
Whenever  any amount is paid under this Note,  such amount shall be applied
first to interest and then to principal.

          No delay or failure by the Lender in the exercise of any right or
remedy shall constitute a waiver thereof, and no single or partial exercise
by the  Lender  of any  right or  remedy  shall  preclude  other or  future
exercise thereof or the exercise of any other right or remedy.

          This Note is secured by a pledge of shares of the Lender's common
stock under the terms of a Security  Agreement  of even date  herewith  (as
amended or otherwise  modified from time to time) and is subject to all the
provisions  thereof.  This Note is subject to acceleration  prior to stated
maturity  upon the  occurrence  of an Event of  Default  as defined in said
Security Agreement.

          The  Borrower  shall  pay on  demand  all  reasonable  costs  and
expenses  of the Lender in  connection  with the  enforcement  of this Note
including the reasonable fees and expenses of counsel with respect thereto.

          The Borrower  expressly  waives any and all rights he may have to
presentment, demand, protest, or other notice of any kind.

          The  holder of this Note  shall have full  recourse  against  the
undersigned,  and shall not be required to proceed  against the  collateral
securing this Note in the event of default.

          None of the terms or  provisions  of this  Note may be  excluded,
modified or amended except by a written  instrument duly executed on behalf
of the  holder  expressly  referring  to this  Note and  setting  forth the
provision so excluded, modified, or amended.

          This Note shall be governed by, and construed in accordance with,
the laws of the State of New York (without  giving effect to its principles
of conflicts of law).

                                    BORROWER


                                    /s/ Steven J. Demetriou
                                    --------------------------------
                                    Steven J. Demetriou


                                    LENDER

                                    NOVEON HOLDINGS, INC.



                                    By:/s/ Christopher R. Clegg
                                       -----------------------------
                                       Christopher R. Clegg,
                                         Senior Vice President and
                                         Secretary

</TEXT>
</DOCUMENT>
