LANGER INC
PROMISSORY NOTE
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>5
<FILENAME>file004.txt
<DESCRIPTION>PROMISSORY NOTE
<TEXT>
<PAGE>

                                 PROMISSORY NOTE

$990,000.00                                                   May 6, 2002
                                                              New York, New York

         FOR VALUE RECEIVED, the undersigned, Langer, Inc., a New York
corporation (the "Maker"), promises to pay to the order of Benefoot, Inc. a New
York corporation (the "Payee"), or its successors, at Payee's offices at c/o
Trachtenberg & Pauker, LLP, 100 Crossways Park West, Woodbury, NY 11797, Attn.
Martin Pauker or at such other place as Payee may jointly designate from time to
time in writing, the amount of Nine Hundred and Ninety Thousand and 00/100
Dollars ($990,000.00) (the "Principal Amount") in immediately available funds,
together with interest thereon, as set forth below. Capitalized terms used but
not defined herein shall have the meanings ascribed to such terms in that
certain Asset Purchase Agreement, dated the date hereof, by and among the Maker,
the Payee, Benefoot Professional Products, Inc., GoodFoot Acquisition Corp.
("Acquisition Co."), Jason Kraus, and Paul Langer (the "Purchase Agreement").

         The Maker shall pay interest on the unpaid portion of the Principal
Amount outstanding from time to time at an interest rate equal to four percent
(4.00%) per annum (the "Interest Rate"), computed on the basis of a 360-day
year, from (and including) the date hereof until all of the Principal Amount is
repaid in full. Interest shall be payable on a quarterly basis in arrears on the
last day of each calendar quarter. Five Hundred and Fifty Thousand and 00/100
($550,000) Dollars of the Principal Amount shall be paid on the first
anniversary of the date hereof, and the balance of the Principal Amount,
together with accrued but unpaid interest thereon, if any, shall be paid on the
second anniversary of the date hereof.

         All payments shall be made with lawful money of the United States. The
Maker shall pay the Principal Amount and interest thereon (i) by check, which
the Maker shall make payable to the Payee and deliver to the address set forth
above or (ii) by wire, to a wire address specified in writing by the Payee to
the Maker or, if applicable, to such other person and/or address as most
recently given in a notice to the Maker as provided herein.

         THIS NOTE IS THE PROMISSORY NOTE REFERRED TO (AND DEFINED) IN THE
PURCHASE AGREEMENT. PAYMENT OF THE PRINCIPAL AMOUNT (AND INTEREST THEREON) SHALL
BE SUBJECT TO THE MAKER'S SET-OFF RIGHTS PURSUANT TO SECTION 2.6(D) AND SECTION
5.3(E) OF THE PURCHASE AGREEMENT. IN THE EVENT OF SUCH A SET-OFF, THE PRINCIPAL
AMOUNT SHALL BE DEEMED IMMEDIATELY REDUCED BY THE AMOUNT OF SUCH SET-OFF AND NO
FURTHER INTEREST SHALL ACCRUE WITH RESPECT TO SUCH PORTION OF THE PRINCIPAL
AMOUNT. IF IT IS DETERMINED IN ACCORDANCE WITH SECTION 5.3(E) OF THE PURCHASE
AGREEMENT THAT THE MAKER OR THE PURCHASER WAS NOT ENTITLED TO INDEMNIFICATION
WITH RESPECT TO ANY AMOUNT THE MAKER SET-OFF HEREUNDER (THE "SET-OFF AMOUNT"),
THE SET-OFF AMOUNT SHALL BEAR INTEREST FROM THE DATE OF SET-OFF UNTIL THE
SET-OFF AMOUNT IS PAID IN FULL, AT A PER ANNUM RATE OF INTEREST WHICH SHALL
EQUAL (10%) PERCENT. NOTWITHSTANDING THE FOREGOING, IN THE EVENT THAT SUCH
INTEREST RATE PROVIDED WOULD EXCEED THE MAXIMUM INTEREST RATE PERMITTED BY LAW,
THE INTEREST RATE ON THIS NOTE SHALL BE SUCH MAXIMUM INTEREST RATE.

         Each of the following shall constitute a default ("Default") under this
Note: (a) any failure of the Maker to make any payments of principal or interest
hereunder when due and any such failure continues for more than five (5)
business days after the receipt of written notice to the Maker of any such
failure (which notice shall be given in accordance with the notice provisions of
the Purchase Agreement); (b) the Maker liquidates, dissolves or otherwise ceases
to operate as a going concern; or (c) any petition shall be filed or any case
commenced by or against the Maker under any law respecting bankruptcy,
insolvency, fraudulent conveyance or relief of debtors and, if instituted
against the Maker, shall not be dismissed within sixty (60) days after such
institution, or the Maker shall otherwise take advantage of any such law.

<PAGE>

In the event of a Default, this Note shall bear interest on the outstanding
Principal Amount and accrued and unpaid interest, from the date of such Default,
until such time as such Default is cured or this Note is paid in full, at a per
annum rate of interest which shall equal ten (10%) percent. Notwithstanding the
foregoing, in the event that such interest rate provided would exceed the
maximum interest rate permitted by law, the interest rate on this Note shall be
such maximum interest rate. Upon the occurrence of a Default, the entire unpaid
balance of the Principal Amount shall become immediately due and payable,
together with all accrued and unpaid interest.

         The Payee, in its sole discretion, may proceed to exercise or enforce
any right, power, privilege, remedy or interest that the Payee may have under
this Note or applicable law at law, in equity, in rem or in any other forum
available under applicable law; without pursuing, exhausting or otherwise
exercising or enforcing any other right, power, privilege, remedy or interest
that the Payee may have against the Maker or any other person. The Payee may
institute one or more proceedings (which may be separate proceedings) with
respect to this Note in such order and at such times as the Payee may elect in
its sole discretion.

         This Note shall be subject to the exclusive jurisdiction of the courts
of New York County, New York. A Default hereunder shall be deemed to be a
default occurring in the State of New York by virtue of a failure to perform an
act required to be performed in the State of New York, and the Maker and Payee,
for themselves and their successors, irrevocably and expressly agree to submit
to the jurisdiction of the courts of the State of New York for the purpose of
enforcing the terms of this Note or the transactions contemplated hereby. The
Maker and the Payee irrevocably waive (for themselves and their successors), to
the fullest extent permitted by law, any objection which they may now or
hereafter have to the laying of venue of any suit, action or proceeding arising
out of or relating to this Note or any judgment entered by any court located in
New York County, New York, and further irrevocably waive any claim that any
suit, action or proceeding brought in New York County, New York has been brought
in an inconvenient forum.

         The Maker shall have the right to prepay this Note, in whole or in
part, at any time or from time to time, without premium or penalty but with
interest accrued and unpaid to the date of prepayment.

         The Maker hereby waives presentment for payment, notice of dishonor,
protest and notice of protest to the fullest extent permitted by law and all
rights to plead any statute of limitations as defense to any action hereunder.
No delay on the part of the Payee hereof in exercising any rights hereunder
shall operate as a waiver of such rights.

         No modification, amendment or waiver of any provision of this Note, nor
consent to any departure by the Maker therefrom shall in any event be effective
unless the same shall be in writing and signed by the Payee hereof and then such
waiver or consent shall be effective only in the specific instance and for the
purpose for which given. This Note shall not be assignable by the Maker or
Payee, except that the Maker agrees that (i) the Payee may assign this Note to
(a) its stockholders ("Stockholders") or (b) any trust, the sole beneficiary of
which is the Payee and (ii) if this Note is assigned to a Stockholder, such
Stockholder may assign this Note to: (a) his or her "immediate family members"
(as defined herein), (b) any trust, the sole beneficiaries of which are such
Stockholder's immediate family members or (c) the personal representative,
custodian or conservator in the case of the death, bankruptcy or adjudication of
incompetency of a Stockholder (each person or entity set forth in clause (i) or
(ii), a "Permitted Transferee"); provided that any such Permitted Transferee
shall execute and deliver to the Maker an agreement to be subject to the terms
of this Note to the same extent as if the Permitted Transferee were an original
holder of this Note. For the purposes of this paragraph, the term "immediate
family members" shall mean the spouse, father, mother, or children of the
Stockholder.

                                       2
<PAGE>

         This Note shall be binding upon the successors and assigns of the
Maker. No notice to or demand on the Maker in any case shall entitle the Maker
to any other or further notice or demand in the same, similar or other
circumstances.

         In case any one or more provisions contained in this Note shall be
invalid, illegal or unenforceable in any respect, the validity, legality, and
enforceability of the remaining provisions contained herein and therein shall
not in any way be affected or impaired thereby.

         This Note has been executed, delivered and accepted at New York, New
York and shall be interpreted, governed by, and construed in accordance with,
the laws of the State of New York, without regard to the choice of laws
provisions thereof.

                                  LANGER, INC.


                                  By:  /s/ Andrew H. Meyers
                                       --------------------
                                           Name:  Andrew H. Meyers
                                           Title: President




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