EXHIBIT 10.3

                SENIOR CONVERTIBLE DEBENTURE PURCHASE AGREEMENT

                                    BETWEEN

                            HERITAGE WORLDWIDE INC.

                                      AND

                            THE PURCHASERS LISTED ON
                                SCHEDULE 1 HERETO
                                MARCH 26 , 2004



                                       21
<PAGE>

<TABLE>
<CAPTION>

                                TABLE OF CONTENTS
                                -----------------

<S>          <C>                                                         <C>
ARTICLE I    CERTAIN DEFINITIONS                                          1
-----------  ----------------------------------------------------------  --
1.1          Certain Definitions                                          1
-----------  ----------------------------------------------------------  --
ARTICLE II   PURCHASE AND SALE OF CONVERTIBLE DEBENTURES                  4
-----------  ----------------------------------------------------------  --
2.1          Purchase and Sale; Purchase Price                            4
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2.2          Execution and Delivery of Documents; the Closing             4
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ARTICLE III  REPRESENTATIONS AND WARRANTIES                               5
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3.1          Representations, Warranties and Agreements of the Company    5
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3.2          Representations and Warranties of the Purchaser              7
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ARTICLE IV   OTHER AGREEMENTS OF THE PARTIES                              9
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4.1          Manner of Offering                                           9
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4.2          Notice of Certain Events                                     9
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4.3          Modification to Disclosure Documents                         9
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4.4          Blue Sky Laws                                                9
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4.5          Furnishing of Rule 144(c) Materials                         10
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4.6          Solicitation Materials                                      10
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4.7          Prohibition on Certain Actions                              10
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4.8          Listing of Common Stock                                     10
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4.9          Conversion Procedures                                       10
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4.10. . . .  Indemnification                                             11
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4.11         Exclusivity                                                 13
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4.12         Purchaser's Ownership of Common Stock                       13
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4.13         Purchaser's Rights if Trading in Common Stock is Suspended  13
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4.14         No Violation of Applicable Law                              14
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4.15         Redemption Restrictions                                     14
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4.16         No Other Registration Rights                                15
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4.17         Merger or Consolidation                                     15
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4.18         Registration of Underlying Shares                           15
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4.19         Liquidated Damages                                          16
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4.20         Changes to Federal and State Security Laws                  17
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4.21         Applicability of Agreements after Closing                   17
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ARTICLE V    REDEMPTION                                                  17
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5.1          Redemption by the Company                                   17
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ARTICLE VI   LEGAL FEES AND DEFAULT INTEREST RATE                        17
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ARTICLE VII  MISCELLANEOUS                                               18
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7.1          Fees and Expenses                                           18
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7.2          Entire Agreement; Amendments                                18
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7.3          Notices                                                     18
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7.4          Amendments; Waivers                                         19
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7.5          Headings                                                    19
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7.6          Successors and Assigns                                      19
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7.7          No Third Party Beneficiaries                                20
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7.8          Governing Law; Venue; Service of Process                    20
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</TABLE>


                                       22
<PAGE>

<TABLE>
<CAPTION>
<S>          <C>                                                         <C>
7.9          Survival                                                    20
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7.10         Counterpart Signatures                                      20
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7.11         Publicity                                                   20
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7.12         Severability                                                21
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7.13         Limitation of Remedies                                      21
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</TABLE>

LIST  OF  SCHEDULES:

Schedule  1          Purchaser(s)
Schedule  3.1(a)     Subsidiaries
Schedule  3.1(c)     Capitalization  and  Registration  Rights
Schedule  3.1(d)     Equity  and  Equity  Equivalent  Securities
Schedule  3.1(e)     Conflicts
Schedule  3.1(f)     Consents  and  Approvals
Schedule  3.1(g)     Litigation
Schedule  3.1(h)     Defaults  and  Violations

LIST  OF  EXHIBITS:

Exhibit  A     Senior  Secured  Convertible  Debenture
Exhibit  G     Power  of  Attorney
Exhibit  I     Officer's  Certificate
Exhibit  J     Registration  Rights  Agreement
Exhibit  M     Escrow  Agreement


                                       23
<PAGE>

     THIS  SENIOR CONVERTIBLE DEBENTURE PURCHASE AGREEMENT ("Agreement") is made
                                                             ---------
and  entered  into  as  of  March  26, 2004, between Heritage Worldwide, Inc., a
corporation  organized and existing under the laws of the State of Delaware (the
"Company"),  and  the purchasers listed on SCHEDULE 1 hereto (the "Purchasers").
 -------                                                           ----------
WHEREAS,  subject  to  the terms and conditions set forth in this Agreement, the
Company desires to issue and sell to the Purchasers and the Purchasers desire to
acquire  from  the Company  an aggregate principal amount of up to three million
dollars  ($3,000,000) of the Company's  Senior Convertible Debentures, due March
25,  2009,  at  the aggregate price of three million dollars ($3,000,000) in the
form  of  EXHIBIT  A-1  (the  "  Debentures").
          ------------         -------------
IN  CONSIDERATION  of  the  mutual  covenants  contained  in this Agreement, the
Company  and  each  Purchaser  agree  as  follows:

                                    ARTICLE I


                               CERTAIN DEFINITIONS
     1.1     Certain  Definitions.  As  used  in  this Agreement, and unless the
             --------------------
context  requires  a  different  meaning,  the following terms have the meanings
indicated:

     "Affiliate" means, with respect to any Person, any Person that, directly or
      ---------
indirectly,  controls,  is  controlled  by  or is under common control with such
Person.  For  the  purposes  of  this  definition,  "control"  (including,  with
                                                    ---------
correlative meanings, the terms "controlled by" and "under common control with")
                                 -------------       -------------------------
shall  mean  the  possession,  directly or indirectly, of the power to direct or
cause  the  direction  of  the  management  and policies of such Person, whether
through  the  ownership  of  voting  securities  or  by  contract  or otherwise.

     "Agreement"  shall have the meaning set forth in the introductory paragraph
      ---------
of  this  Agreement.

     "Armadillo  Shares"  means  1,595,745  of  the Ordinary Shares of Armadillo
      ------------------
Investments,  Plc.

     "Attorney-in-Fact" means Gottbetter & Partners, LLP, 488 Madison Avenue, 12
      ----------------
Floor,  New  York,  NY  10022;  Tel:  212-400-6900;  Fax:  212-400-6901.

     "Business  Day"  means  any  day  except Saturday, Sunday and any day which
      -------------
shall  be a legal holiday or a day on which banking institutions in the State of
New York are authorized or required by law or other government actions to close.


                                       24
<PAGE>

     "Change  of  Control" means the acquisition, directly or indirectly, by any
      --------------------
Person of ownership of, or the power to direct the exercise of voting power with
respect  to,  a  majority  of  the  issued  and outstanding voting shares of the
Company.

     "Closing"  shall  have  the  meaning  set  forth  in  Section  2.2(a).
      -------                                              ---------------

     "Closing  Date"  shall  have  the  meaning  set  forth  in  Section 2.2(a).
      -------------                                              --------------

     "Commission"  means  the  Securities  and  Exchange  Commission.
      ----------

     "Common  Stock"  means  shares  now or hereafter authorized of the class of
      -------------
common  stock,  par value $.001 per share, of the Company and stock of any other
class  into  which  such shares may hereafter have been reclassified or changed.

     "Company"  shall  have the meaning set forth in the introductory paragraph.
      -------

     "Control  Person"  shall  have  the meaning set forth in Section 4.10(a)(i)
      ---------------                                         ------------------
hereof.

     "Conversion  Date"  shall  have  the  meaning  set forth in the Debentures.
      ----------------

     "Conversion  Price"  shall  have  the  meaning set forth in the Debentures.
      -----------------

     "Debenture Notice" shall have the meaning set forth in Section 4.12 hereof.
      ----------------                                      ------------

     "Debentures"  shall  have  the  meaning  set  forth  in  the  recital.
      ----------

     "Default"  means  any  event  or  condition  which  constitutes an Event of
      -------
Default  or  which  with  the  giving  of notice or lapse of time or both would,
unless  cured  or  waived,  become  an  Event  of  Default.

     "Disclosure  Documents"  means all documents and written materials provided
      ---------------------
to  the  Purchaser and/or its representatives in connection with the Company and
this  offering.

     "Escrow  Agent"means  Gottbetter  &  Partners, LLP, 488 Madison Avenue, New
      --------------
York,  NY  10022.

     "Event  of  Default"  shall  have  the  meaning  set  forth in Section 5.1.
      ------------------                                            -----------

     "Exchange  Act"  means  the  Securities  Exchange  Act of 1934, as amended.
      -------------

     "Execution  Date"  means  the  date  of this Agreement first written above.
      ---------------

     "G&P"  means  Gottbetter  &  Partners,  LLP.
      ---


                                       25
<PAGE>

     "Indemnified  Party"  shall  have  the meaning set forth in Section 4.10(b)
      ------------------                                         ---------------
hereof.

     "Indemnifying  Party"  shall  have the meaning set forth in Section 4.10(b)
      -------------------                                        ---------------
hereof.

     "Limitation on Conversion" shall have the meaning set forth in Section 4.12
      ------------------------                                      ------------
hereof.

     "Losses"  shall  have  the  meaning  set  forth  in Section 4.10(a) hereof.
      ------                                             ---------------

     "Lump Sum Payment" shall have the meaning set forth in Section 4.23 hereof.
      ----------------                                      ------------

     "Material"  shall mean having a financial consequence in excess of $25,000.
      --------

     "Material  Adverse  Effect"  shall  have  the  meaning set forth in Section
      -------------------------                                          -------
3.1(e).
     -

     "NASD"  means  the  National  Association  of  Securities  Dealers,  Inc.
      ----

     "Nasdaq"  shall  mean  the  Nasdaq  Stock  Market,  Inc.(R)
      ------

     "Notice  of  Conversion" shall have the meaning set forth in the Debenture.
      ----------------------

     "Original  Issuance  Date,"  shall  have  the  meaning  set  forth  in  the
      ------------------------
Debentures.
      ---

     "OTCBB"  shall  mean the NASD over-the counter Bulletin Board(R) or similar
      -----
organization  or  agency  succeeding  to  its  functions.

     "Per  Share  Market Value" of the Common Stock means on any particular date
      ------------------------
(a)  the  last  sale price of shares of Common Stock on such date or, if no such
sale  takes  place  on  such  date, the last sale price on the most recent prior
date,  in  each case as officially reported on the principal national securities
exchange on which the Common Stock is then listed or admitted to trading, or (b)
if  the  Common  Stock is not then listed or admitted to trading on any national
securities  exchange,  the closing bid price per share as reported by Nasdaq, or
(c) if the Common Stock is not then listed or admitted to trading on the Nasdaq,
the  closing bid price per share of the Common Stock on such date as reported on
the  OTCBB or if there is no such price on such date, then the last bid price on
the  date  nearest preceding such date, or (d) if the Common Stock is not quoted
on  the OTCBB, the closing bid price for a share of Common Stock on such date in
the  over-the-counter  market  as  reported  by  the  Pinksheets LLC (or similar
organization  or  agency  succeeding to its functions of reporting prices) or if
there is no such price on such date, then the last bid price on the date nearest
preceding such date, or (e) if the Common Stock is not publicly traded, the fair
market  value  of  a share of the Common Stock as determined by an Appraiser (as
defined  in  and pursuant to the procedures set forth in Section 4(c)(iv) of the
Debentures)  selected  in  good  faith  by  the  holders  of  a  majority of the
Debentures;  provided,  however,  that  the  Company,  after  receipt  of  the
             --------   -------
determination  by  such  Appraiser, shall have the right to select an additional
Appraiser, in which case, the fair market value shall be equal to the average of
the  determinations  by  each  such  Appraiser.


                                       26
<PAGE>

     "Person"  means  an  individual  or  a  corporation,  partnership,  trust,
      ------
incorporated  or  unincorporated  association,  joint venture, limited liability
      --
company,  joint stock company, government (or an agency or political subdivision
thereof)  or  other  entity  of  any  kind.

     "Power  of  Attorney"  means the power of attorney in the form of EXHIBIT G
      -------------------                                              ---------
annexed  hereto.

     "Proceeding"  means  an  action,  claim,  suit, investigation or proceeding
      ----------
(including,  without limitation, an investigation or partial proceeding, such as
a  deposition),  whether  commenced  or  threatened.

     "Purchase  Price"  shall  have  the  meaning  set  forth in Section 2.1(a).
      ---------------                                            --------------

     "Purchaser" shall have the meaning set forth in the introductory paragraph.
      ---------

     "Redemption  Price"  shall  mean an amount equal to the principal amount of
      ------------------
the  Debentures  outstanding  that  are  subject  to  redemption.

     "Registration  Rights Agreement" means the Registration Rights Agreement in
      ------------------------------
the  form  of  EXHIBIT  J  annexed  hereto.
               ----------

     "Reporting  Issuer"  means  a  company  that  is  subject  to the reporting
      -----------------
requirements  of  Section  13  or  15(d)  of  the  Exchange  Act.
      -

     "Required  Approvals"  shall  have the meaning set forth in Section 3.1(f).
      -------------------                                        --------------

     "Securities"  means  the  Debentures,  the Underlying Shares and the Option
      ----------
Shares.

     "SEC"  means  the  Securities  and  Exchange  Commission.
      ---

     "Securities  Act"  means  the  Securities  Act  of  1933,  as  amended.
      ---------------

     "Trading  Day"  means  (a) a day on which the Common Stock is quoted on the
      ------------
Nasdaq,  the OTCBB or the principal stock exchange on which the Common Stock has
been  listed,  or (b) if the Common Stock is not quoted on the Nasdaq, the OTCBB
or  any  stock  exchange,  a  day  on  which  the  Common Stock is quoted in the
over-the-counter  market,  as  reported  by  the  Pinksheets LLC (or any similar
organization  or  agency  succeeding  its  functions  of  reporting  prices).

     "Transaction Documents" means this Agreement and all exhibits and schedules
      ---------------------
hereto  and  all  other  agreements  executed  pursuant  to  this  Agreement.

     "Underlying Shares" means the shares of duly issued Common Stock into which
      -----------------
the  Debentures  are  convertible  in  accordance  with the terms hereof and the
Debentures.


                                       27
<PAGE>

                                   ARTICLE II

                   PURCHASE AND SALE OF CONVERTIBLE DEBENTURES

     2.1     Purchase  and  Sale;  Purchase  Price.
             -------------------------------------

     (a) Subject to the terms and conditions set forth herein, the Company shall
issue  and  sell and the Purchasers shall purchase an aggregate principal amount
of  up  to  three  million  dollars  ($3,000,000)  (the "Purchase Price") of the
                                                         --------------
Debentures.  The  Debentures  shall  have the respective rights, preferences and
privileges  as  set  forth  in  the  respective Debentures annexed as EXHIBIT A.
                                                                      ---------

     (b)  The  Purchase  Price  shall  be paid by delivery to the Company of One
Million  Five  Hundred Ninety Five Thousand Seven Hundred Forty Five (1,595,745)
Ordinary  Shares  (the  "Armadillo  Shares") of Armadillo Investments, Plc.  The
number  of  Ordinary Shares to be issued will be based on the conversion rate in
effect  as  of  the  close  of  business on the day preceding the closing of the
transaction.  For  example,  if the effective conversion rate is $1.88/  1, then
Armadillo  will  issue  $3,000,000/$1.88,  or  1,595,745  Ordinary  Shares.

     2.2     Execution  and  Delivery  of  Documents;  The  Closing.
             ------------------------------------------------------

     (a)  The  Closing  of  the  purchase  and  sale  of  the  Debentures  (the
"Closing")  shall  take  place simultaneously with the execution and delivery of
--------
this  Agreement  (the  "Closing  Date").  On  the  Closing  Date,
                        -------------

     (i)  the  Company  shall  deliver  to  the  Purchasers  original  and  duly
executed  Debentures  and  other Transaction Documents registered in the name of
the  Purchaser  and/or  its  assigns  in the amount set forth in SCHEDULE 1; and

     (ii)  the  Company  shall  execute  and  deliver  to  the  Purchaser  a
certificate  of  its  President,  in  the  form  of  EXHIBIT  I  annexed hereto,
                                                     ----------
certifying  that  attached  thereto is a copy of resolutions duly adopted by the
Board of Directors of the Company authorizing the Company to execute and deliver
the  Transaction  Documents  and  to  enter  into  the transactions contemplated
thereby;

     (iii)  the  Company  shall  execute  and  deliver  to Purchaser an executed
Power of  Attorney  in  the  form  annexed  hereto  as  EXHIBIT  G;
                                                        -----------


                                       28
<PAGE>

     (iv)  the  Company  and  the  Purchaser  shall  execute and deliver to each
other  an  executed  Registration Rights Agreement in the form annexed hereto as
EXHIBIT J;
---------

     (v)  the  Company,  the  Purchaser  and  the Escrow Agent shall execute and
deliver  to  each  other  an executed copy of Escrow Agreement annexed hereto as
EXHIBIT  M;  and
----------

     (vi)  the  Purchaser  shall  deliver  to  the Company the Armadillo Shares.

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

     3.1     Representations,  Warranties  and  Agreements  of the Company.  The
             -------------------------------------------------------------
Company  hereby  makes  the  following  representations  and  warranties  to the
Purchasers,  all  of  which  shall  survive  the  Closing;

     (a)  Organization  and  Qualification.  The  Company is a corporation, duly
          ------------------------------
incorporated,  validly existing and in good standing under the laws of the State
of Delaware, with the requisite corporate power and authority to own and use its
properties  and assets and to carry on its business as currently conducted.  The
Company  has no subsidiaries other than as set forth on SCHEDULE 3.1(A) attached
hereto  (collectively,  the  "Subsidiaries").  Each  of  the  Subsidiaries  is a
                              ------------
corporation,  duly incorporated, validly existing and in good standing under the
laws of the jurisdiction of its incorporation, with the full corporate power and
authority  to own and use its properties and assets and to carry on its business
as  currently  conducted.  Each  of  the  Company  and  the Subsidiaries is duly
qualified  to  do  business  and is in good standing as a foreign corporation in
each  jurisdiction  in  which  the  nature of the business conducted or property
owned  by  it makes such qualification necessary, except where the failure to be
so qualified or in good standing, as the case may be, would not, individually or
in  the  aggregate, have a material adverse effect on the results of operations,
assets,  prospects,  or financial condition of the Company and the Subsidiaries,
taken  as  a  whole  (a  "Material  Adverse  Effect").
                          -------------------------

     (b)  Authorization,  Enforcement.  The  Company has the requisite corporate
          ---------------------------
power  and  authority  to  enter  into  and  to  consummate  the  transactions
contemplated  hereby  and by each other Transaction Document and to otherwise to
carry  out its obligations hereunder and thereunder.  The execution and delivery
of  this  Agreement and each of the other Transaction Documents to which it is a
party by the Company and the consummation by it of the transactions contemplated
hereby and thereby have been duly authorized by all necessary action on the part
of  the  Company.  Each  of  this  Agreement  and  each of the other Transaction
Documents  to  which  it  is  a  party  has been or will be duly executed by the
Company  and  when delivered in accordance with the terms hereof or thereof will


                                       29
<PAGE>

constitute  the  valid and binding obligation of the Company enforceable against
the  Company  in accordance with its terms, except as such enforceability may be
limited  by  applicable  bankruptcy,  insolvency,  reorganization,  moratorium,
liquidation  or similar laws relating to, or affecting generally the enforcement
of,  creditors'  rights and remedies or by other equitable principles of general
application.

     (c) Capitalization. The authorized, issued and outstanding capital stock of
         --------------
the  Company is set forth on SCHEDULE 3.1(C).  No Debentures have been issued as
of  the  date  hereof.  No  shares of Common Stock are entitled to preemptive or
similar  rights, nor is any holder of the Common Stock entitled to preemptive or
similar rights arising out of any agreement or understanding with the Company by
virtue  of  this Agreement.  Except as described in this Agreement, or disclosed
in  SCHEDULE  3.1(C),  there  are  no  outstanding options, voting agreements or
merger  agreements,  arrangements,  warrants,  script,  rights  to subscribe to,
registration  rights,  calls or commitments of any character whatsoever relating
to, or, except as a result of the purchase and sale of the Debentures hereunder,
securities,  rights  or  obligations  convertible  into  or exchangeable for, or
giving  any  person  any right to subscribe for or acquire, any shares of Common
Stock  or  other  securities,  or  contracts,  commitments,  understandings,  or
arrangements  by  which  the  Company is or may become bound to issue additional
shares  of Common Stock or other securities, or securities or rights convertible
or exchangeable into shares of Common Stock or other securities.  The Company is
not  in  violation of any of the provisions of its Certificate of Incorporation,
bylaws  or  other  charter  documents.

     (d)  Issuance  of Securities. The Debentures and the Underlying Shares have
          ------------------------
been  duly  and validly authorized for issuance, offer and sale pursuant to this
Agreement  and,  when  issued  and  delivered  as  provided  hereunder or in the
Debentures  against  payment in accordance with the terms hereof, shall be valid
and  binding  obligations  of  the  Company  enforceable  against the Company in
accordance  with  their respective terms.  The Company shall  at all times while
the  Debentures are outstanding maintain an adequate reserve of shares of Common
Stock  to  enable  it  to  perform  its obligations under this Agreement and the
Debentures  except  as  otherwise permitted in this Agreement or the Debentures.
When  issued  in  accordance  with  the  terms  hereof  and  the Debentures, the
Securities  will  be  duly  authorized,  validly  issued,  fully  paid  and
non-assessable.  Except  as  set  forth  in  SCHEDULE 3.1(D) hereto, there is no
equity,  equity  equivalent security, debt or equity lines of credit outstanding
that is substantially similar to the Debentures, including any security having a
floating  conversion  substantially  similar  to  the  Debentures.

     (e) No Conflicts. The execution, delivery and performance of this Agreement
         ------------
and  the  other Transaction Documents by the Company and the consummation by the
Company  of the transactions contemplated hereby and thereby do not and will not
(i)  conflict  with or violate any provision of its Certificate of Incorporation
or  bylaws  (each  as  amended  through  the  date hereof) or (ii) be subject to
obtaining  any  of the consents referred to in Section 3.1(f), conflict with, or
                                               --------------
constitute  a  default  (or  an event which with notice or lapse of time or both
would  become  a  default)  under,  or give to others any rights of termination,
amendment,  acceleration  or  cancellation  of,  any  agreement,  indenture  or
instrument  to  which  the Company is a party, or (iii) result in a violation of
any  law,  rule,  regulation,  order,  judgment,  injunction,  decree  or  other
restriction  of  any  court  or  governmental  authority to which the Company is
subject (including, but not limited to, those of other countries and the federal
and state securities laws and regulations), or by which any property or asset of
the  Company  is  bound  or  affected,  except  in the case of clause (ii), such


                                       30
<PAGE>

conflicts,  defaults, terminations, amendments, accelerations, cancellations and
violations  as  would  not,  individually  or  in the aggregate, have a Material
Adverse Effect.  The business of the Company is not being conducted in violation
in  any material respect of any law, ordinance or regulation of any governmental
authority.

     (f)  Consents  and  Approvals.  Other  than  the  approval  of its board of
          ------------------------
directors and stockholders, which have been obtained, and except as specifically
set forth in SCHEDULE 3.1(F), the Company is not required to obtain any consent,
waiver,  authorization or order of, or make any filing or registration with, any
court  or  other  federal, state, local or other governmental authority or other
Person in connection with the execution, delivery and performance by the Company
of this Agreement and each of the other Transaction Documents (together with the
consents,  waivers,  authorizations,  orders, notices and filings referred to in
SCHEDULE  3.1(F),  the  "Required  Approvals").
                         -------------------

     (g)  Litigation;  Proceedings. Except as specifically disclosed in SCHEDULE
          ------------------------
3.1(G),  there  is  no  action,  suit,  notice  of  violation,  proceeding  or
investigation  pending  or,  to  the  best  knowledge of the Company, threatened
against  the  Company  or  any  of  its  properties  before  or  by  any  court,
governmental  or  administrative agency or regulatory authority (federal, state,
county,  local or foreign) which relates to or challenges the legality, validity
or  enforceability  of  any of the Transaction Documents, the Debentures and the
Underlying  Shares.  The  Company has pending against it a variety of claims and
proceedings  arising out of the normal course of its business for goods sold and
delivered  and  services  rendered.

     (h) No Default or Violation. Except as set forth in SCHEDULE 3.1(H) hereto,
         -----------------------
the  Company (i) is not in default under or in vio-lation of any indenture, loan
or  credit agreement or any other agreement or instrument to which it is a party
or  by  which  it  or  any  of  its properties is bound, except such defaults or
violations as do not have a Material Adverse Effect, (ii) is not in violation of
any  order  of  any  court,  arbitrator  or  governmental  body, except for such
violations  as  do  not  have  a  Material  Adverse  Effect,  or (iii) is not in
violation of any statute, rule or regulation of any governmental authority which
could  (individually  or  in  the  aggregate) (x) adversely affect the legality,
validity or enforceability of this Agreement, (y) have a Material Adverse Effect
or  (z) adversely impair the Company's ability or obligation to perform fully on
a  timely  basis  its  obligations  under  this  Agreement.

     (i)  Intentionally  omitted.

     (j)  Disclosure  Documents.  The  Disclosure Documents taken as a whole are
          ---------------------
accurate  in  all material respects and do not contain any untrue statement of a
material  fact or omit to state any material fact necessary in order to make the
statements  made  therein,  in  light of the circumstances under which they were
made,  not  misleading.

     (k)  Non-Registered  Offering.  Neither  the  Company not any Person acting
          -----------------------
on  its behalf has taken or will take any action (including, without limitation,
any  offering  of  any securities of the Company under circumstances which would
require  the  integration  of  such offering with the offering of the Securities


                                       31
<PAGE>

under  the Securities Act) which might subject the offering, issuance or sale of
the  Securities  to the registration requirements of Section 5 of the Securities
Act.

     (l)  Placing  Agent.  The  Company  accepts  and  agrees  that  Dungarvon
          --------------
Associates,  Inc.  ("Dungarvon") is acting for the Purchaser and does not regard
any  person  other  than  the  Purchaser  as  its  customer  in relation to this
Agreement,  and  that  it  has  not  made  any recommendation to the Company, in
relation  to  this Agreement and is not advising the Company, with regard to the
suitability or merits of the Armadillo Shares and in particular Dungarvon has no
duties  or  responsibilities  to  the  Company  for  the  best  execution of the
transaction  contemplated  by  this  Agreement.

     (m)  Private  Placement  Representations.  The Company (i) has received and
          -------------------------------------
carefully  reviewed such information and documentation relating to the Purchaser
that  the  Company has requested, including, without limitation, the Purchaser's
Confidential  Private Offering Memorandum dated January 1, 2004; (ii)  has had a
reasonable  opportunity  to  ask  questions  of  and  receive  answers  from the
Purchaser  concerning the Armadillo Shares, and all such questions, if any, have
been  answered to the full satisfaction of the Company; (iii) has such knowledge
and expertise in financial and business matters that it is capable of evaluating
the  merits  and  risks involved in an investment in the Armadillo Shares; (iii)
understands  that  Armadillo  has  determined  that  the  exemption  from  the
registration  provisions  of  the  Securities  Act  of  1933,  as  amended  (the
"Securities  Act"), provided by  Section 4(2) of the Securities Act and Rule 506
of  Regulation D thereunder is applicable to the offer and sale of the Armadillo
Shares, based, in part, upon the representations, warranties and agreements made
by  the  Company herein; and (iv) except as set forth herein, no representations
or  warranties  have  been  made  to  the Company by the Purchaser or any agent,
employee or affiliate of the Purchaser and in entering into this transaction the
Company  is  not  relying  upon  any  information,  other  than  the  results of
independent  investigation  by  the  Company.
The  Purchaser  acknowledges and agrees that the Company makes no representation
or warranty with respect to itself or the transactions contemplated hereby other
than  those  specifically  set  forth  in  Section  3.1  hereof.
                                           ------------

     3.2     Representations  and  Warranties of the Purchasers.  Each Purchaser
             --------------------------------------------------
hereby  represents  and  warrants  to  the  Company  as  follows:

     (a)  Organization;  Authority.  The  Purchaser  is  a  corporation,  duly
          ------------------------
organized,  validly  existing  and  in  good  standing  under  the  laws  of the
jurisdiction  of  its  formation with the requisite power and authority to enter
into  and  to  consummate  the transactions contemplated hereby and by the other
Transaction  Documents  and otherwise to carry out its obligations hereunder and
thereunder.  The  acquisition  of  the  Shares  to be purchased by the Purchaser
hereunder  has  been  duly authorized by all necessary action on the part of the
Purchaser.  This Agreement has been duly executed and delivered by the Purchaser
and  constitutes  the  valid  and  legally  binding obligation of the Purchaser,
enforceable  against  it  in  accordance  with  its  terms,  except  as  such
enforceability  may  be  limited  by  applicable  bankruptcy,  insolvency,
reorganization,  moratorium  or similar laws relating to, or affecting generally
the enforcement of, creditors rights and remedies or by other general principles
of  equity.


                                       32
<PAGE>

     Investment  Intent.  The  Purchaser  is  acquiring  the  Debentures  to  be
     ------------------
purchased  by  it  hereunder, and will acquire the Underlying Shares relating to
such Debentures, for its own account for investment purposes only and not with a
view to or for distributing or reselling such Debentures or Underlying Shares or
any  part  thereof  or  interest  therein,  without  prejudice, however, to such
Purchaser's  right, subject to the provisions of this Agreement, at all times to
sell  or  otherwise  dispose of all or any part of such Debentures or Underlying
Shares  in  compliance  with  applicable  federal  and state securities laws.(b)

     (c)  Experience  of Purchaser. The Purchaser, either alone or together with
          -------------------------
its  representatives,  has  such  knowledge,  sophistication  and  experience in
business  and financial matters so as to be capable of evaluating the merits and
risks of an investment in the Securities to be acquired by it hereunder, and has
so  evaluated  the  merits  and  risks  of  such  investment.

     (d)  Ability of Purchaser to Bear Risk of Investment. The Purchaser is able
          ------------------------------------------------
to  bear  the economic risk of an investment in the Securities to be acquired by
it  hereunder  and,  at  the pre-sent time, is able to afford a complete loss of
such  investment.

     (e) Prohibited Transactions. The securities to be acquired by the Purchaser
         -----------------------
hereunder are not being acquired, directly or indirectly, with the assets of any
"employee  benefit  plan,"  within the meaning of Section 3(3) of the Employment
Retirement  Income  Security  Act  of  1974,  as  amended.

     (f)  Access  to  Information.  The  Purchaser  acknowledges  receipt of the
          -----------------------
Disclosure  Documents and further acknowledges that it has been afforded (i) the
opportunity  to ask such questions as it has deemed necessary of, and to receive
answers from, representatives of the Company concerning the terms and conditions
of  the Securities and the merits and risks of investing in the Securities; (ii)
access  to  information about the Company and the Company's financial condition,
results of operations, business, properties, management and prospects sufficient
to  enable  it  to  evaluate  its  investment  in  the Securities; and (iii) the
opportunity to obtain such additional information which the Company possesses or
can  acquire without unreasonable effort or expense that is necessary to make an
informed  investment  decision  with respect to the investment and to verify the
accuracy  and  completeness  of  the  information  contained  in  the Disclosure
Documents.

     (g)  Reliance.  The  Purchaser  understands  and  acknowledges that (i) the
          --------
Debentures  being  offered  and  sold to it hereunder are being offered and sold
without  registration  under  the  Securities Act in a private placement that is
exempt from the registration provisions of the Securities Act under section 4(2)
and  Regulation  S  under  the  Securities Act and (ii) the availability of such
exemption  depends  in part on, and that the Company will rely upon the accuracy
and  truthfulness  of,  the  foregoing representations and such Purchaser hereby
consents  to  such  reliance.

     The  Company  acknowledges  and  agrees  that  the  Purchaser  makes  no
representations  or  warranties  with  respect  to the transactions contemplated
hereby  other  than  those  specifically  set  forth  in  this  Section  3.2.
                                                                ------------


                                       33
<PAGE>

                                   ARTICLE IV

                         OTHER AGREEMENTS OF THE PARTIES

     4.1     Manner  of  Offering.  The  Securities are being issued pursuant to
             --------------------
section  4(2)  and regulation S of the Securities Act.  The Armadillo shares are
being  issued  pursuant  to  section  4(2)  of  the  Securities  Act..

     4.2     Notice  of  Certain  Events.  The  Company  shall,  on a continuing
             ---------------------------
basis,  as  long  as  the  Purchasers owns any of the Securities, (i) advise the
Purchaser  promptly  after  obtaining  knowledge  of,  and,  if requested by the
Purchaser,  confirm  such  advice  in  writing, of (A) the issuance by any state
securities  commission  of  any  stop  order  suspending  the  qualification  or
exemption  from  qualification  of  the  Securities, for offering or sale in any
jurisdiction,  or the initiation of any proceeding for such purpose by any state
securities commission or other regulatory authority, or (B) any event that makes
any  statement  of  a material fact made by the Company in Section 3.1 or in the
                                                           -----------
Disclosure  Documents  untrue or that requires the making of any additions to or
changes  in  Section  3.1  or  in  the Disclosure Documents in order to make the
             ------------
statements  therein,  in  each  case  at the time such Disclosure Documents were
delivered  to  the  Purchaser  and in the light of the circumstances under which
they  were  made,  not  misleading,  (ii)  use  its commercially reasonable best
efforts  to  prevent  the  issuance  of  any  stop order or order suspending the
qualification  or exemption from qualification of the Securities under any state
securities  or  Blue  Sky  laws,  and  (iii) if at any time any state securities
commission  or  other  regulatory  authority shall issue an order suspending the
qualification  or  exemption from qualification of the Securities under any such
laws,  use  its commercially reasonable best efforts to obtain the withdrawal or
lifting  of  such  order  at  the  earliest  possible  time.

     4.3     Modification  to Disclosure Documents.  If any event shall occur as
             -------------------------------------
a  result  of which, in the reasonable judgment of the Company or the Purchaser,
it  becomes  necessary or advisable to amend or supplement any of the Disclosure
Documents  in  order to make the statements therein, at the time such Disclosure
Documents  were delivered to the Purchaser and in the light of the circumstances
under  which they were made, not misleading, or if it becomes necessary to amend
or supplement any of the Disclosure Documents to comply with applicable law, the
Company  shall  as  soon  as  practicable  prepare  an  appropriate amendment or
supplement  to  each such document in form and substance reasonably satisfactory
to  both  the  Purchasers and Company so that (i) as so amended or supplemented,
each such document will not include an untrue statement of material fact or omit
to  state  a material fact necessary in order to make the statements therein, in
the  light  of  the  circumstances  existing  at the time it is delivered to the
Purchaser,  not  misleading  and  (ii) the Disclosure Documents will comply with
applicable  law  in  all  material  respects.

     4.4     Blue  Sky  Laws.  The Company shall cooperate with the Purchaser in
             ---------------
connection  with  the  exemption  from  registration of the Securities under the
securities  or Blue Sky laws of such jurisdictions as the Purchaser may request;
provided,  however,  that  the  Company  shall  be  not  required  in connection
--------   -------


                                       34
<PAGE>

therewith  to  qualify  as  a  foreign  corporation  where  they  are not now so
qualified.  The  Company agrees that it will execute all necessary documents and
pay  all necessary state filing or notice fees to enable the Company to sell the
Securities  to  the  Purchaser.

     4.5     Furnishing of Rule 144(c) Materials. The Company shall, for so long
             ------------------------------------
as  any  of the Securities remain outstanding and during any period in which the
Company  is  not  subject  to  Section  13  or  15(d)  of the Exchange Act, make
available  to any registered holder of the Securities ("Holder" or "Holders") in
connection  with  any  sale  thereof  and  any  prospective  purchaser  of  such
Securities  from  such  Person,  such information in accordance with Rule 144(c)
promulgated under the Securities Act as is required to sell the Securities under
Rule  144  promulgated  under  the  Securities  Act.

     Solicitation  Materials.  The Company shall not (i) distribute any offering
     -----------------------
materials  in  connection  with  the  offering and sale of the Debentures or the
Underlying  Shares  other  than  the Disclosure Documents and any amendments and
supplements thereto prepared in compliance herewith or (ii) solicit any offer to
buy  or  sell  the  Debentures  or the Underlying Shares by means of any form of
general  solicitation  or  advertising.  4.6

     4.7     Listing  of  Common  Stock.  The Company shall use its commercially
             --------------------------
reasonable best efforts to maintain the listing of its Common Stock on the OTCBB
or such other exchange on which the Common Stock is then listed until expiration
of  each  of  the  periods  during which the Debentures may be converted and (b)
shall  provide  to  the  Purchasers  evidence  of  such  listing.

     4.8     Attorney-in-Fact.  To  effectuate  the terms and provisions of this
             ----------------
Agreement  and  the  Debentures,  the  Company  hereby agrees to give a power of
attorney  as is evidenced by EXHIBIT G annexed hereto.  All acts done under such
                             ---------
power  of  attorney  are  hereby  ratified  and  approved  and  neither  the
Attorney-in-Fact  nor any designee or agent thereof shall be liable for any acts
of  commission or omission, for any error of judgment or for any mistake of fact
or  law,  as  long  as the Attorney-in-Fact is operating within the scope of the
power  of  attorney and this Agreement and its exhibits.  The power of attorney,
being coupled with an interest, shall be irrevocable while any of the Debentures
remain  unconverted,  or  any portion of this Agreement remains unsatisfied.  In
addition,  the  Company  shall give the Attorney-in-Fact resolutions executed by
the  Board  of  Directors  of  the  Company  which  authorize  transfers  of the
Debentures  and future issuances of the Underlying Shares for the Shares and for
the  Option  Shares, and which resolutions state that they are irrevocable while
any  of  the  Debentures  remain  unconverted,  or any portion of this Agreement
remains  unsatisfied.

     4.9     Conversion  Procedures.  The  Debentures  set forth the procedures,
             -----------------------
including  the  forms of Notice of Conversion to be provided upon conversion and
such other information and instructions as may be reasonably necessary to enable
the Purchaser or its permitted transferee(s) to exercise the right of conversion
smoothly  and  expeditiously.


                                       35
<PAGE>

     4.10     Indemnification.
              ---------------
     (a)  Indemnification
     (i)  The  Company  shall,  notwithstanding  termination  of this Agreement,
indemnify  and hold harmless each Purchaser and its officers, directors, agents,
employees  and  affiliates,  each  Person who controls the Purchaser (within the
meaning  of  Section 15 of the Securities Act or Section 20 of the Exchange Act)
(each  such  Person,  a  "Control  Person") and the officers, directors, agents,
                          ---------------
employees  and  affiliates  of  each  such Control Person, to the fullest extent
permitted  by  applicable  law,  from  and  against  any and all losses, claims,
damages, liabilities, costs (including, without limitation, costs of preparation
and  reasonable  attorneys'  fees)  and  expenses  (collectively,  "Losses"), as
                                                                    ------
incurred,  arising  out  of,  or  relating  to,  a  breach  or  breaches  of any
representation,  warranty,  covenant  or  agreement  by  the  Company under this
Agreement  or  any  other  Transaction  Document.

     (ii)  Each  Purchaser shall, notwithstanding termination of this Agreement,
indemnify  and  hold  harmless  the Company, its officers, directors, agents and
employees,  each  Control  Person  of  the  Company and the officers, directors,
agents  and employees of each Control Person, to the fullest extent permitted by
applicable  law,  from  and against any and all Losses, as incurred, arising out
of,  or  relating  to,  a  breach  or  breaches of any representation, warranty,
covenant  or  agreement  by  the  Purchaser  under  this  Agreement or any other
Transaction  Documents.

     (b)  Conduct  of  Indemnification  Proceedings.  If any Proceeding shall be
          --------------------------------------
brought  or  asserted  against  any  Person  entitled to indemnity hereunder (an
"Indemnified  Party"),  such  Indemnified Party promptly shall notify the Person
--------------------
from  whom  indemnity  is  sought (the "Indemnifying Party") in writing, and the
                                        ------------------
Indemnifying Party shall assume the defense thereof, including the employment of
counsel  reasonably satisfactory to the Indemnified Party and the payment of all
fees  and  expenses  incurred in connection with defense thereof; provided, that
the  failure  of any Indemnified Party to give such notice shall not relieve the
Indemnifying Party of its obligations or liabilities pursuant to this Agreement,
except  (and  only) to the extent that it shall be finally determined by a court
of  competent  jurisdiction  (which  determination  is  not subject to appeal or
further  review)  that  such  failure  shall  have  proximately  and  materially
adversely  prejudiced  the  Indemnifying  Party.

     An  Indemnified  Party  shall  have  the  right  to employ separate counsel
in  any  such  Proceeding  and  to  participate in, but not control, the defense
thereof,  but  the  fees and expenses of such counsel shall be at the expense of
such  Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed
to  pay  such fees and expenses; or (2) the Indemnifying Party shall have failed
promptly  to  assume  the  defense  of  such  Proceeding  and  to employ counsel
reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3)
the  named  parties  to  any  such  Proceeding (including any impleaded parties)
include  both  such  Indemnified  Party  and  the  Indemnifying  Party, and such
Indemnified Party shall have been advised by counsel that a conflict of interest
is  likely to exist if the same counsel were to represent such Indemnified Party
and  the  Indemnifying  Party (in which case, if such Indemnified Party notifies
the  Indemnifying  Party in writing that it elects to employ separate counsel at
the expense of the Indemnifying Party, the Indemnifying Party shall not have the


                                       36
<PAGE>

right  to assume the defense of the claim against the Indemnified Party but will
retain the right to control the overall Proceedings out of which the claim arose
and  such  counsel  employed  by  the  Indemnified  Party  shall  be  reasonably
acceptable  to  the  Indemnifying  Party  and  shall  be  at  the expense of the
Indemnifying  Party).  The  Indemnifying  Party  shall  not  be  liable  for any
settlement  of  any  such  Proceeding  effected without its written consent.  No
Indemnifying  Party  shall, without the prior written consent of the Indemnified
Party,  effect  any settlement of any pending Proceeding in respect of which any
Indemnified  Party  is a party, unless such settlement includes an unconditional
release  of  such  Indemnified  Party  from all liability on claims that are the
subject matter of such Proceeding, provided, however, the Indemnifying Party may
                                   --------  -------
settle  or  compromise  any  asserted  liability  without  the  consent  of  the
Indemnitee  so long as such settlement or compromise releases the Indemnitee and
does  not  include  any  admission or statement of fault against the Indemnitee.

     All  fees  and  expenses  of  the  Indemnified  Party  to  which  the
Indemnified  Party is entitled hereunder (including reasonable fees and expenses
to  the  extent incurred in connection with investigating or preparing to defend
such Proceeding in a manner not inconsistent with this Section) shall be paid to
the  Indemnified  Party,  as  incurred, within ten (10) Business Days of written
notice  thereof  to  the  Indemnifying  Party.

     No  right  of indemnification under this Section shall be available as to a
particular  Indemnified  Party  if  there  is  a  non-appealable  final judicial
determination  that  such  Losses  arise  solely  or  substantially  out  of the
negligence  or bad faith of such Indemnified Party in performing the obligations
of  such  Indemnified Party under this Agreement or a breach by such Indemnified
Party  of  its  obligations  under  this  Agreement.

     (c)  Contribution.  If  a  claim  for indemnification under this Section is
          ------------
unavailable  to an Indemnified Party or is insufficient to hold such Indemnified
Party  harmless  for  any Losses in respect of which this Section would apply by
its  terms  (other  than by reason of exceptions provided in this Section), then
each  Indemnifying  Party, in lieu of indemnifying such Indemnified Party, shall
contribute  to  the amount paid or payable by such Indemnified Party as a result
of  such  Losses  in  such  proportion as is appropriate to reflect the relative
benefits  received by the Indemnifying Party on the one hand and the Indemnified
Party  on  the  other  and  the  relative  fault  of  the Indemnifying Party and
Indemnified  Party  in connection with the actions or omissions that resulted in
such  Losses  as  well  as  any  other  relevant equitable considerations.   The
relative  fault  of  such  Indemnifying  Party  and  Indemnified  Party shall be
determined  by  reference  to,  among other things, whether there was a judicial
determination  that such Losses arise in part out of the negligence or bad faith
of the Indemnified Party in performing the obligations of such Indemnified Party
under  this Agreement or the Indemnified Party's breach of its obligations under
this Agreement.  The amount paid or payable by a party as a result of any Losses
shall  be deemed to include any attorneys' or other fees or expenses incurred by
such party in connection with any Proceeding to the extent such party would have
been  indemnified  for such fees or expenses if the indemnification provided for
in  this  Section  was  available  to  such  party.

     (d) Non-Exclusivity. The indemnity and contribution agreements contained in
         ---------------
this  Section  are  in  addition  to  any  obligation  or  liability  that  the
Indemnifying  Parties  may  have  to  the  Indemnified  Parties.


                                       37
<PAGE>

     4.11     Exclusivity.  Until all of the Debentures have been converted into
              -----------
common  stock  or  retired  (the  "Restriction  Period"),  the  Company  and its
Affiliates  shall  not issue or offer any security that is senior or superior to
the  Debentures as to payment, liquidation, dividends or collateral, without the
consent  of  the holders of a majority of the principal amount of the Debentures
then outstanding.  The Company may request that the restrictions in this Section
be  waived.  Except  as  specifically set forth above, the Company may engage in
any  other  debt  or  equity  financing  during  the  Restriction  Period.

     4.12     Purchaser's  Ownership of Common Stock.  In addition to and not in
              --------------------------------------
lieu  of  the  limitations  on  conversion  set  forth  in  the  Debentures, the
conversion  rights  of  each  Purchaser  set  forth  in  the Debentures shall be
limited, solely to the extent required, from time to time, such that, unless the
Purchaser  gives  written  notice  75  days  in  advance  to  the Company of the
Purchaser's  intention to exceed the Limitation on Conversion as defined herein,
with  respect  to  all  or  a  specified  amount  of  the  Debentures  and  the
corresponding number of the Underlying Shares in no instance shall the Purchaser
(singularly,  together  with  any  Persons  who  in  the  determination  of  the
Purchaser,  together  with  the Purchaser, constitute a group as defined in Rule
13d-5  of  the Exchange Act) be entitled to convert the Debentures to the extent
such conversion would result in the Purchaser beneficially owning more than five
percent  (5%)  of  the  outstanding  shares of Common Stock of the Company.  For
these  purposes,  beneficial  ownership  shall  be  defined  and  calculated  in
accordance  with  Rule  13d-3, promulgated under the Exchange Act (the foregoing
being  herein referred to as the "Limitation on Conversion"); provided, however,
                                  ------------------------    --------  -------
that  the  Limitation  on  Conversion shall not apply to any forced or automatic
conversion  pursuant  to this Agreement or the Debentures; and provided, further
                                                               --------  -------
that  if  the  Purchaser  shall have declared an Event of Default and, if a cure
period  is  provided,  the  Company shall not have properly and fully cured such
Event  of  Default  within  any such cure period, the provisions of this Section
shall  be  null  and void from and after such date.  The Company shall, promptly
upon  its  receipt  of  a Notice of Conversion tendered by the Purchaser (or its
sole  designee)  for  the  Debentures,  as  applicable,  notify the Purchaser by
telephone  and  by facsimile (the "Debenture Notice") of the number of shares of
                                   ----------------
Common Stock outstanding on such date and the number of Underlying Shares, which
would be issuable to the Purchaser (or its sole designee, as the case may be) if
the  conversion requested in such Notice of Conversion were effected in full and
the  number  of  shares  of  Common Stock outstanding giving full effect to such
conversion  whereupon,  in  accordance  with  the  Debentures,  notwithstanding
anything  to  the  contrary  set  forth in the Debentures, the Purchaser may, by
notice  to  the  Company  within  one  (1)  Business  Day  of its receipt of the
Debenture Notice by facsimile, revoke such conversion to the extent (in whole or
in part) that such Purchaser determines that such conversion would result in the
ownership  by  such  Purchaser  of  shares  of  Common  Stock  in  excess of the
Limitation  on  Conversion.  The Debenture Notice shall begin the 75 day advance
notice  required  in  this  Section.

     4.13     Purchaser's Rights if Trading in Common Stock is Suspended. If the
              --------------------------------------------------------------
Common  Stock  is  listed on any exchange, then at any time after the Closing if
trading  in  the  shares  of  the  Common Stock is suspended (and not reinstated
within thirty (30) Trading Days) on such stock exchange or market upon which the
Common  Stock  is  then  listed  for  trading  (other  than  as  a result of the
suspension  of  trading  in  securities  on  such  market generally or temporary
suspensions pending the release of material information), or the Common Stock is
delisted  from  the  OTCBB (and not reinstated within thirty (30) Trading Days),
then, at the option of the Purchaser exercisable by giving written notice to the


                                       38
<PAGE>

Company  (the "Redemption Notice"), the Company shall redeem, as applicable, all
               -----------------
of  the  Debentures  then owned by such Purchaser at an aggregate purchase price
equal  to  the  outstanding  principal  balance  of  such  Debentures.

     4.14     No  Violation of Applicable Law.  Notwithstanding any provision of
              -------------------------------
this  Agreement  to  the  contrary,  if  the redemption of the Debentures or the
Underlying  Shares  otherwise  required  under  this Agreement or the Debentures
would  be prohibited by the relevant provisions of Delaware law, such redemption
shall  be  effected  as  soon  as  it  is  permitted  under  such  law.

     4.15     Redemption  Restrictions.  Notwithstanding  any  provision of this
              ------------------------
Agreement  to  the  contrary,  if  any  redemption  of  the Debentures otherwise
required  under  this  Agreement  or  the  Debentures would be prohibited in the
absence  of  consent  from  any  lender to the Company, or by the holders of any
class  of  securities  of the Company, the Company shall use its best efforts to
obtain  such  consent  as  promptly  as practicable after any such redemption is
required.  Interest  payable  by the Company with respect to any such redemption
shall accrue in accordance with the terms of the Debenture until such consent is
obtained.  Nothing contained in this Section 4.15 shall be construed as a waiver
                                     ------------
by  the  Purchaser  of  any  rights  it  may have by virtue of any breach of any
representation  or  warranty  of  the  Company  herein  as to the absence of any
requirement  to  obtain  any  such  consent.

     4.16     No  Other Registration Rights.  During the Restriction Period, the
              -------------------------------
Company  shall  not  file  any  registration  statement  that  provides  for the
registration  of  shares  of  Common Stock to be sold by security holders of the
Company,  other  than  the  Purchasers  and/or  their  respective  Affiliates or
assigns,  without  the  prior  written  consent of the Purchaser or its assigns,
provided,  however,  that  the  limitation  on  the  right  to file registration
statements  contained  in  this  Section  4.16  shall  not apply to registration
                                 -------------
statements  relating  solely  to (i) employee benefit plans, notwithstanding the
inclusion of a resale prospectus for securities received under any such employee
benefit  plan,  or  (ii)  business  combinations not otherwise prohibited by the
terms  of  this  Agreement  or  the  other  Transaction  Documents.

     4.17     Merger  or  Consolidation.  Until  the  the full conversion of the
              -------------------------
Debentures,  in  the  event  that  the Company and each Subsidiary engages, in a
single  transaction  or  a  series of related transactions, that cause it to (i)
consolidate  with  or merge with or into any other Person, (ii) permit any other
Person  to  consolidate  with  or  merge  into  it, or (iii) undergo a Change in
Control,  then  at  the  option of the Company exercisable by giving thirty (30)
days written notice to the Purchasers, the Company may demand that the Purchaser
convert  all  Debentures  then held by the Purchasers into Common Stock upon the
terms  and  conditions  set  forth  in  the Debenture. If the Purchaser does not
comply  with  such  demand,  the  Company  may redeem all Debentures held by the
Purchaser  at  an  aggregate  purchase  price equal to the outstanding principal
balance  of  such  Debentures  (the  "Redemption  Price").

     4.18     Liquidated  Damages.  The  Company  understands  and  agrees
              -------------------
that  a  material  breach  by the Company of any Section of this Agreement or an
Event  of  Default  as  contained  in  this  Agreement  or any other Transaction
Document  will  result in substantial economic loss to the Purchaser, which loss
will be extremely difficult to calculate with precision.  Therefore, if, for any


                                       39
<PAGE>

reason  the Company commits such a material breach or fails to cure any Event of
Default  within  the  time,  if  any,  given  to  cure such Event of Default, as
compensation  and  liquidated  damages  for such breach or default, and not as a
                                                                        ---
penalty,  the  Company  agrees  to  pay  the  Purchaser  an  amount equal to the
outstanding  principal  balance  of  such  Debentures in redemption thereof (the
"Redemption  Price").

     4.19     Option  for  Additional  Company  Shares. The  Company  hereby
              -----------------------------------------
grants  to Purchaser an option to acquire that number of shares of the Company's
Common  Stock  (the  "Option  Shares"), such option to be exercisable during the
thirty  (30)  day  period  commencing  on  the  date  Purchaser  completes  the
conversion  of all of the Debenture (the "Conversion Completion Date"), equal to
the  difference,  if a positive amount, between  (a) the number of the Company's
shares  of  Common  Stock  into which the original amount of the Debenture would
have  been  convertible on the Closing Date at a conversion price equal to fifty
percent  (50%)  of  the Fixed Conversion Price, less (b) the aggregate number of
the  shares  of Common Stock into which the original amount of the Debenture has
actually been converted as of the Conversion Completion Date. The exercise price
for  the Option Shares shall be the Fixed Conversion Price. In case of any stock
split,  stock  dividend, reclassification of the Common Stock, any consolidation
or  merger  of  the Company with or into another person, the sale or transfer of
all  or  substantially  all of the assets of the Company or any compulsory share
exchange  pursuant to which the Common Stock is converted into other securities,
cash  or  property, then each Option Share then outstanding shall have the right
thereafter  upon  exercise  to  receive  only  such  shares  of  stock and other
securities  and  property  receivable  upon  or  deemed to be held by holders of
Common  Stock  following  such  stock  split,  stock dividend, reclassification,
consolidation, merger, sale, transfer or share exchange (except in the event the
property is cash, then the Purchaser shall have the right to exercise the Option
Shares  and  receive  cash  in  the  same manner as other stockholders). In such
event,  if  appropriate,  the  exercise  price  for  the  Option Shares shall be
proportionately  adjusted.

     4.20  Notice and Consultation Before Securities Issuances..  Until
           ----------------------------------------------------
such time as Purchaser shall have sold all of the Underlying Shares, the Company
shall  not  offer  or  issue any equity, equity equivalent security or debt that
with  a  floating  conversion  price,  or  any  equity lines of credit (the "New
Securities"),  without  first  giving  thirty  (30)  days  notice thereof to the
Purchaser  and thereafter consulting in good faith with the Purchaser concerning
such  issuance.  After  such consultation between the Company and the Purchaser,
the Company may offer or sell the New Securities on such terms and conditions as
the  Company  deems  appropriate.

     4.21     Lock  Up.  Purchaser agrees not to sell, transfer or assign all or
              ---------
any  part of the Underlying Shares for a period of one and one-half  (1  ) years
following the Closing, without the express written consent of the Company, which
consent  may be withheld in the Company's sole discretion. Purchaser may convert
the  Debenture  at  any  time.


                                       40
<PAGE>

                                    ARTICLE V

                                   REDEMPTION

       5.1     Redemption  by  the Company.  The company shall be obligated
               ---------------------------
to redeem all outstanding Debentures for their outstanding principal balance and
the  Debentures  shall become immediately due and payable upon the occurrence of
any  of the following events (each an "Event of Default"):  (a) the common stock
of  the  Company is not registered under Section 12 of the Exchange Act; (b) the
Company is not current in its reporting obligations under Section 13 or 15(d) of
the  Exchange  Act;  or  (c) trading in the common stock of the Company has been
suspended,  delisted, or otherwise ceased by the Commission or the NASD or other
exchange  or  the Nasdaq (whether the National Market or otherwise), and trading
is  reinstated  within thirty (30) Trading Days except for (i) any suspension of
trading  of  limited  duration  solely  to  permit  dissemination  of  material
information regarding the Company, and trading is reinstated promptly after such
dissemination,  and  (ii)  any  general  suspension of trading for all companies
trading  on  such  exchange  or  market  or  OTCBB.

                                   ARTICLE VI

                      LEGAL FEES AND DEFAULT INTEREST RATE

     In  the event any party hereto commences legal action to enforce its rights
under this Agreement or any other Transaction Document, the non-prevailing party
shall  pay  all  reasonable  costs  and  expenses  (including but not limited to
reasonable  attorney's  fees,  accountant's  fees,  appraiser's  fees  and
investigative  fees)  incurred  in  enforcing  such  rights.  In the event of an
uncured  Event  of  Default by any party hereunder, interest shall accrue on all
unpaid  amounts  due  the aggrieved party at the rate of  ten percent (10%)  per
annum,  compounded  annually.

     Whenever  the  Company  is  obligated  or  elects to purchase or redeem the
Purchaser's Debentures under any provision of this Agreement, and the Redemption
Price  is not paid to the Purchaser by the tenth (10th) day after the Redemption
Price  is  due  and  payable  to the Purchaser, the Company shall thereafter pay
interest  to  the Purchaser on the unpaid portion of the Redemption Price at the
rate of ten percent (10%) per annum, until the Redemption Price is paid in full.


                                       41
<PAGE>

                                   ARTICLE VII

                                  MISCELLANEOUS

     7.1     Fees  and  Expenses.  Except  as  set  forth in this Agreement each
             -------------------
party  shall pay the fees and expenses of its advisers, counsel, accountants and
other experts, if any, and all other expenses incurred by such party incident to
the  negotiation,  preparation,  execution,  delivery  and  performance  of this
Agreement.  The  Company shall pay all stamp and similar taxes and duties levied
in  connection  with  the  issuance of the Debentures (and, upon conversion, the
Underlying  Shares) pursuant hereto.  The Purchaser shall be responsible for any
taxes  (other  than  income  taxes) payable by the Purchaser that may arise as a
result  of  the  investment  hereunder  or the transactions contemplated by this
Agreement  or  any other Transaction Document. The Company agrees to pay a total
Purchaser's  counsel  $7,500  for  legal  fees  associated with the transactions
contemplated  by  this  Agreement, $5,000 prior to preparation of this Agreement
and  the  other Transaction Documents, and $2,500 at closing, and the reasonable
disbursements  of  counsel  in  connection with the transactions contemplated by
this  Agreement.  The  Company  shall  pay (i) all costs, expenses, fees and all
taxes incident to and in connection with:  (A)  the issuance and delivery of the
Securities,  (B) the exemption from registration of the Securities for offer and
sale  to  the  Purchaser under the securities or Blue Sky laws of the applicable
jurisdiction, (C) the preparation of certificates for the Securities (including,
without  limitation,  printing  and  engraving  thereof),  and  (D) all fees and
expenses  of  counsel  and  accountants  of  the  Company.

     7.2     Entire Agreement; Amendments.  This Agreement, together with all of
             -----------------------------
the  Exhibits  and  Schedules annexed hereto, and any other Transaction Document
contain  the  entire  understanding  of  the parties with respect to the subject
matter  hereof  and  supersede  all prior agreements and understandings, oral or
written,  with  respect to such matters.  This Agreement shall be deemed to have
been  drafted  and  negotiated  by both parties hereto and no presumptions as to
interpretation,  construction  or  enforceability  shall  be  made by or against
either  party  in  such  regard.

     7.3     Notices. Any notice, request, demand, waiver, consent, approval, or
             -------
other  communication  which  is  required  or permitted to be given to any party
hereunder  shall  be in writing and shall be deemed to have been duly given only
if  delivered  to  the  party  personally or sent to the party by facsimile upon
electronic  confirmation and receipt (promptly followed by a hard-copy delivered
in  accordance  with  this  Section  7.3)  or  three  days after being mailed by
registered  or  certified  mail  (return  receipt  requested),  with postage and
registration  or  if  sent  by  nationally recognized overnight courier, one day
after being mailed certification fees thereon prepaid, addressed to the party at
its  address  set  forth  below:

             If  to  Company:     Heritage  Worldwide,  Inc
                                  337  Avenue  de  Bruxelles
                                  83507  La  Seyne-Sur-Mer,  France
                                  Tel:  (33)  494-109810
                                  Fax:  (33)  494-109811


                                       42
<PAGE>

             With  a  copy  to:


                                  Attn:
                                  Tel:
                                  Fax:

             If  to  the  Purchaser:     See  SCHEDULE  1  attached  hereto

             With  copies  to:    Gottbetter  &  Partners,  LLP
                                  488  Madison  Avenue
                                  New  York,  NY  10022
                                  Attn:  Adam  S.  Gottbetter,  Esq.
                                  Tel:  (212)  400-6900
                                  Fax:  (212)  400-6901

or such other address as may be designated hereafter by notice given pursuant to
the  terms  of  this  Section  7.3.
                      ------------

     7.4     Amendments;  Waivers.  No provision of this Agreement may be waived
             --------------------
or  amended  except in a written instrument signed, in the case of an amendment,
by  both  the  Company  and  the  Purchasers  by the consent of the holders of a
majority  of the principal balance of the Debentures then outstanding or, in the
case  of  a waiver, by the party against whom enforce-ment of any such waiver is
sought.  No  waiver  of  any default with respect to any provision, condition or
require-ment  of this Agreement shall be deemed to be a continuing waiver in the
future  or a waiver of any other provision, condition or requirement hereof, nor
shall  any  delay or omission of either party to exercise any right hereunder in
any  manner  impair  the  exercise  of any such right accruing to it thereafter.

     7.5     Headings.  The  headings  herein  are  for convenience only, do not
             --------
constitute  a  part of this Agreement and shall not be deemed to limit or affect
any  of  the  provisions  hereof.

     7.6     Successors  and Assigns.  This Agreement shall be binding upon and
             -----------------------
inure  to  the  benefit  of  the  parties  and  their  respective successors and
permitted  assigns.  This  Agreement  and  any  of  the  rights,  interests  or
obligations hereunder may be assigned by the Purchaser to an accredited investor
without  the  consent of the Company as long as such assignee agrees to be bound
by  this  Agreement.  This  Agreement  and  any  of  the  rights,  interests  or
obligations  hereunder  may  not  be  assigned  by the Company without the prior
written  consent  of  the  Purchaser.

     7.7     No  Third  Party  Beneficiaries.  This  Agreement  is  intended for
             -------------------------------
the  benefit of the parties hereto and their respective permitted successors and
assigns  and is not for the benefit of, nor may any provision hereof be enforced
by,  any  other  person.

     7.8     Governing  Law;  Venue;  Service  of  Process.  The  parties hereto
             ---------------------------------------------
acknowledge  that  the  transactions  contemplated  by  this  Agreement  and the


                                       43
<PAGE>

exhibits  hereto  bear  a  reasonable  relation  to  the State of New York.  The
parties  hereto  agree  that  the  internal  laws of the State of New York shall
govern  this  Agreement  and the exhibits hereto, including, but not limited to,
all  issues related to usury.  Any action to enforce the terms of this Agreement
or  any of its exhibits shall be brought exclusively in the state and/or federal
courts  situated in the County and State of New York.  Service of process in any
action  by  the  Purchaser to enforce the terms of this Agreement may be made by
serving  a  copy of the summons and complaint, in addition to any other relevant
documents,  by  commercial  overnight  courier  to  the Company at its principal
address  set  forth  in  this  Agreement.

     7.9     Survival.  The agreements and covenants of the parties contained in
             --------
this  Agreement  shall  survive  the Closing (or any earlier termination of this
Agreement).

     7.10     Counterpart  Signatures.  This Agreement may be executed in two or
              -----------------------
more  counterparts, all of which when taken together shall be considered one and
the same agreement and shall become effective when counterparts have been signed
by  each  party  and delivered to the other party, it being understood that both
parties  need  not sign the same counterpart. In the event that any signature is
delivered  by  facsimile  transmission,  such signature shall create a valid and
binding  obligation of the party executing (or on whose behalf such signature is
executed) the same with the same force and effect as if such facsimile signature
page  were  an  original  thereof.

     7.11     Publicity.  The  Company  and  the  Purchasers  shall consult with
              ---------
each  other  in issuing any press releases or otherwise making public statements
with  respect  to  the  transactions contemplated hereby and neither party shall
issue any such press release or otherwise make any such public statement without
the  prior written consent of the other, which consent shall not be unreasonably
withheld  or  delayed, unless counsel for the disclosing party deems such public
statement  to  be  required  by applicable federal and/or state securities laws.
Except  as  otherwise required by applicable law or regulation, the Company will
not  disclose  to  any third party (excluding its legal counsel, accountants and
representatives)  the  names  of  the  Purchaser.

     7.12     Severability.  In  case  any one or more of the provisions of this
              ------------
Agreement  shall  be  invalid  or unenforceable in any respect, the validity and
enforceability of the remaining terms and provisions of this Agreement shall not
in any way be affected or impaired thereby and the parties will attempt to agree
upon  a  valid  and enforceable provision which shall be a reasonable substitute
therefore,  and upon so agreeing, shall incorporate such substitute provision in
this  Agreement.

     7.13     Limitation  of Remedies.  With respect to claims by the Company or
              -----------------------
the  Purchaser  or  any person acting by or through the Company or the Purchaser
for  remedies at law or at equity relating to or arising out of a breach of this
Agreement,  liability,  if  any,  shall, in no event, include loss of profits or
incidental,  indirect,  exemplary, punitive, special or consequential damages of
any  kind.

     7.14     Successors and Assigns. This Agreement shall become effective when
              ----------------------
it is executed by the parties and shall thereafter be binding upon and ensure to
the  benefit  of  the parties hereto and their permitted successors and assigns.
This  agreement and any of the rights, interests or obligations hereunder may be
assigned  by  the  Purchaser  without  the  consent  of  the  Company.


                            [SIGNATURE PAGE FOLLOWS]


                                       44
<PAGE>

     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be
duly  executed  as  of  the  date  first  indicated  above.


                                                     Company:

                                                     HERITAGE WORLDWIDE, INC.


                                                     By:
                                                           ---------------------
                                                     Name:
                                                           ---------------------
                                                     Title:
                                                           ---------------------

                                                     Purchaser:

                                                     Armadillo Investments, Plc.


                                                     By:
                                                           ---------------------
                                                     Name:
                                                           ---------------------
                                                     Title:
                                                           ---------------------


                                       45
<PAGE>

Schedule  1

                                  Purchaser(s)
                                  ------------


   Name and Address of Purchaser     Full Amount of Debentures to be Purchased
   -----------------------------     -----------------------------------------
Armadillo  Investments  Plc.
30  Farringdon  Street                              $3,000,000
London
EC4A 4HJ


                                       46
<PAGE>