EXHIBIT 10.5

                                    EXHIBIT J


                          REGISTRATION RIGHTS AGREEMENT

     This Registration Rights Agreement (this "Agreement") dated as of March 26,
                                               ---------
2004,  by  and between Heritage Worldwide, Inc., a Delaware corporation with its
principal  place  of business at 337 Avenue de Bruxelles, 83507 La Seyne-Sur-Mer
France  19702  (the  "Company"),  and  Armadillo  Investments,  Plc.,  a company
                      -------
incorporated  in  England  and Wales, with its principal place of business at 30
Farringdon  Street,  London  EC4A  4HJ  (the  "Purchaser").

     Simultaneously  with  the  execution  and  delivery  of this Agreement, the
Purchaser  and  the  Company  have entered into a Convertible Debenture Purchase
Agreement,  dated  as  of  the  date  hereof  (the  "Purchase Agreement"), which
                                                     ------------------
Purchase  Agreement  is  incorporated herein by reference, and pursuant to which
the  Purchaser  has  agreed  to  purchase a Debenture (the "Debenture"), that is
convertible  into  Common  Stock,  par value $.001 per share of the Company (the
"Underlying Shares"), and has an option to acquire Common Stock, par value $.001
   ---------------
per  share  of  the  Company  (the  "Option  Shares"),  all as more particularly
                                     --------------
provided  therein.

     Simultaneously  with  the  execution  and  delivery  of  this  Agreement or
sometime  thereafter,  the Purchaser and Milo Finances, S.A. have entered into a
Convertible  Debenture Purchase Agreement (the "Milo Purchase Agreement"), which
                                                -----------------------
Milo  Purchase  Agreement  is  incorporated herein by reference, and pursuant to
which  the  Purchaser has agreed to purchase a Debenture (the "Milo Debenture"),
that  is convertible into Common Stock, par value $.001 per share of the Company
held  by Milo (the "MiloUnderlying Shares"), and has an option to acquire Common
                    ---------------------
Stock,  par value $.001 per share of the Company (the "Milo Option Shares"), all
                                                       ------------------
as  more  particularly  provided  therein.


     The  Company  and  the  Holder  hereby  agree  as  follows:

     1.     Definitions.  Capitalized  terms  used  and  not  otherwise  defined
            -----------
herein  shall  have  the meanings given to such terms in the Purchase Agreement.
As  used  in  this  Agreement,  the  following  terms  shall  have the following
meanings:

     "Affiliate"  means,  with  respect  to  any  Person,  any other Person that
      ---------
directly or indirectly controls or is controlled by or under common control with
such Person.  For the purposes of this definition only, the term "control," when
                                                                  ------
used  with  respect  to any Person, means the possession, direct or indirect, of
the  power  to  direct  or cause the direction of the management and policies of
such  Person, whether through the ownership of voting securities, by contract or
otherwise;  and  the  terms  "affiliated,"  "controlling"  and "controlled" have
                              ----------     -----------        ----------
meanings  correlative  to  the  foregoing.


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<PAGE>

     "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
between  the  hours  of  9:30  a.m.  and  5:00  p.m.  New  York  Time.

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

     "Common Stock" means the Company's common stock, par value $.001 per share.
      ------------

     "Event"  shall  have  the  meaning  set  forth  in  Section  7  hereof.
      -----                                              ----------

     "Event  Date"  shall  have  the  meaning  set  forth  in  Section 7 hereof.
      -----------                                              ---------

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

     "Holder"  or "Holders" means the Purchaser and any other holder or holders,
      -----        -------
as  the  case  may  be,  from  time  to  time  of  Registrable  Securities.

     "Indemnified  Party"  shall  have  the  meaning  set  forth in Section 6(c)
      ------------------                                            ------------
hereof.

     "Indemnifying  Party"  shall  have  the  meaning  set forth in Section 6(c)
      -------------------                                           ------------
hereof.

     "Inspectors" shall have the meaning set forth in Section 5(a)(viii) hereof.
      ----------                                      ------------------

     "Losses"  shall  have  the  meaning  set  forth  in  Section  6(a)  hereof.
      ------                                              -------------

     "New York Courts" shall have the meaning set forth in Section 10(e) hereof.
      ---------------                                      -------------

     "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.

     "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.

     "Prospectus"  means  the  prospectus  included  in a Registration Statement
      ----------
(including,  without  limitation,  a  prospectus  that  includes any information
previously  omitted from a prospectus filed as part of an effective registration
statement  in  reliance upon Rule 430A promulgated under the Securities Act), as
amended  or supplemented by any prospectus supplement, with respect to the terms
of  the  offering  of  any portion of the Registrable Securities covered by such
Registration  Statement,  and  all  other  amendments  and  supplements  to  the
prospectus,  including  post-effective amendments, and all material incorporated
by  reference  or  deemed  to  be  incorporated by reference in such prospectus.


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<PAGE>

     "Registrable  Securities"  means  the Underlying Shares, the Option Shares,
      -----------------------
the  Milo  Underlying  Shares and the Milo Option Shares and any other shares of
Common  Stock  issued  as  (or  issuable  upon the conversion or exercise of any
warrant,  right,  or  other  security  which  is  issued as) a dividend or other
distribution  with  respect  to,  or  in  exchange for or in replacement of, the
Underlying  Shares,  the  Option  Shares,  the  Milo  Shares and the Milo Option
Shares,  excluding  in  all cases, however, any Registrable Securities sold by a
Person  in  a  transaction in which the seller's rights under this Agreement are
not  assigned.

     "Registration"  shall  have  the  meaning set forth in Section 3(a) hereof.
      ------------

     "Registration  Expenses"  means  all  expenses  incurred  in  effecting any
      ----------------------
registration  pursuant  to  this  Agreement,  including, without limitation, all
registration,  qualification,  and  filing fees, printing expenses, escrow fees,
fees  and  disbursements of counsel for the Company, blue sky fees and expenses,
and  expenses  of  any  regular or special audits incident to or required by any
such  registration,  but  shall  not  include  Selling  Expenses,  fees  and
disbursements  of  counsel  for  the  Holders  and  the  compensation of regular
employees  of  the  Company,  which  shall  be paid in any event by the Company.

     "Registration Statement" means each registration statement, contemplated by
      ----------------------
Section  3(a)  hereof,  including  the prospectus, amendments and supplements to
such  registration  statement  or  prospectus, including pre- and post-effective
amendments,  all exhibits thereto, and all material incorporated by reference or
deemed  to  be  incorporated  by  reference  in  such  registration  statement.

     "Rule  144"  means  Rule  144 promulgated by the Commission pursuant to the
      ---------
Securities  Act,  as  such rule may be amended from time to time, or any similar
rule  or regulation hereafter adopted by the Commission having substantially the
same  effect  as  such  rule.

     "Rule  144A"  means Rule 144A promulgated by the Commission pursuant to the
      ----------
Securities  Act,  as  such rule may be amended from time to time, or any similar
rule  or regulation hereafter adopted by the Commission having substantially the
same  effect  as  such  rule

     "Rule  415"  shall mean Rule 415 as promulgated by the Commission under the
      ---------
Securities  Act,  as  such rule may be amended from time to time, or any similar
rule  or regulation hereafter adopted by the Commission having substantially the
same  effect  as  such  rule.

     "Rule  158"  means  Rule  158 promulgated by the Commission pursuant to the
      ---------
Securities  Act,  as  such rule may be amended from time to time, or any similar
rule  or regulation hereafter adopted by the Commission having substantially the
same  effect  as  such  rule.

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


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<PAGE>

     "Selling Holders" means each Holder any of whose Registrable Securities are
      ---------------
being  registered  pursuant  to  a  Registration  Statement.

     "Underwritten Registration" or "Underwritten Offering" means a registration
      -------------------------      ---------------------
in  connection  with  which securities of the Company are sold to an underwriter
for  sale  to  the  public  pursuant  to  an  effective  registration statement.

     2.     Restrictions  on  Transfer.
            --------------------------

          (a)     Each  Holder  agrees  not  to  offer,  sell, transfer, pledge,
assign,  hypothecate  or  otherwise  dispose  of  all  or  any  portion  of  its
Registrable Securities unless and until the transferee has agreed in writing for
the  benefit  of  the  Company  to  be bound by the terms of this Agreement and;

          (i)     There  is  then  in  effect a registration statement under the
Securities  Act  covering such proposed disposition and such disposition is made
in  accordance  with  such  registration  statement;  or

          (ii)     Such  Holder  shall  have  (A)  notified  the  Company of the
proposed  disposition  and  shall  have  furnished  the  Company with a detailed
statement  of  the  circumstances  surrounding the proposed disposition, and (B)
furnished the Company with an opinion of counsel, reasonably satisfactory to the
Company,  that  such  disposition  will  not require registration of such shares
under  the  Securities  Act.

          (b)     Each  certificate  representing  Registrable  Securities shall
bear  the  following  legend:

          THE SHARES OF COMMON STOCK REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
          UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR APPLICABLE
          STATE  "BLUE  SKY"  OR  SECURITIES LAWS ("STATE LAWS"), AND MAY NOT BE
          OFFERED,  SOLD,  TRANSFERRED,  ASSIGNED,  PLEDGED,  HYPOTHECATED  OR
          OTHERWISE  DISPOSED  OF  UNLESS AND UNTIL (i) REGISTERED UNDER THE ACT
          AND  APPLICABLE  STATE LAWS OR (ii) THE COMPANY SHALL HAVE RECEIVED AN
          OPINION  OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY AND
          ITS  COUNSEL,  THAT  SUCH  REGISTRATION  IS  NOT  REQUIRED.

          (c)     The  Company shall be obligated to reissue promptly unlegended
certificates  at  the  request  of  any  Holder thereof if the Holder shall have
obtained  an  opinion  of counsel at such Holder's expense (which counsel may be
counsel  to the Company) reasonably acceptable to the Company to the effect that
the securities proposed to be disposed of may lawfully be so disposed of without
registration,  qualification  or  legend;


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<PAGE>

          (d)     Any  legend  endorsed  on an instrument pursuant to applicable
state  securities  laws  and the stop-transfer instructions with respect to such
securities  shall  be  removed  upon  receipt  by the Company of an order of the
appropriate  blue  sky  authority  authorizing  such  removal.

     3.     "Piggy-back"  Registrations.
            ---------------------------

          (a)     If  the Company decides to register any of its Common Stock or
securities  convertible  into  or  exchangeable  for  Common  Stock  under  the
Securities  Act (a "Registration") on a form that is suitable for an offering of
                    ------------
shares  of  Common  Stock  by  the Company or by third parties and that is not a
registration  solely  to  implement  an  employee  benefit  plan  on form S-8, a
registration statement on Form S-4 (or successor form) or a transaction to which
Rule 145 or any other similar rule of the Commission is applicable (such form, a
"Registration  Statement"), the Company shall give written notice to the Holders
 -----------------------
of  its intention to effect such a Registration.  Subject to Section 3(b) below,
                                                             ------------
the  Company  shall  use all reasonable efforts to effect Registration under the
Securities  Act  of  all  Registrable  Securities  that  the  Holders request be
included  in  such  Registration  by  a  written notice delivered to the Company
within  thirty  (30)  days  after  the notice given by the Company.  Each of the
Holders  agrees that any Registrable Securities which such Holder requests to be
included  in  a Registration pursuant to this Section 3 shall be included by the
                                              ---------
Company  on  the  same  form  of  Registration  Statement  as  selected  for the
Registration;

          (b)     If  a  Registration  involves  an  underwritten  offering, the
Company  shall  not  be  required to register securities in excess of the amount
that  the  principal  underwriter  reasonably  and  in  good faith recommends in
writing  for  inclusion  in  such  offering  (a  "Cutback"),  a  copy  of  which
                                                  -------
recommendation, and supporting reasoning, shall be delivered to each Holder.  If
such  a Cutback occurs, the number of shares that are entitled to be included in
the  Registration  and  underwriting shall be allocated in the following manner:
(i)  first,  to  the  Company for any securities it proposes to sell for its own
account,  (ii)  second,  to any Person with demand registration rights requiring
such  registration, and (iii) third, to the Holders and other holders of Company
securities  with  piggy-back  registration  rights  requesting  inclusion in the
Registration,  pro rata among the respective holders thereof on the basis of the
number  of  shares  for  which  each  such  requesting  holder  has  requested
registration;

          (c)     If  the  Registration of which the Company gives notice is for
an  underwritten  public  offering, the Company shall so advise the Holders as a
part  of  the written notice given pursuant to Section 3(a).  In such event, the
                                               ------------
right  of  any  Holder  to  have  its  Registrable  Securities  included  in the
Registration  pursuant to this Section 3 shall be conditioned upon such Holder's
                               ---------
participation  in  such  underwriting  and  the  inclusion  of  such  Holder's
Registrable  Securities  in the underwriting to the extent provided herein.  All
Holders proposing to distribute their securities through such underwriting shall
(together  with  the  Company  and  its other security holders with registration
rights  to  participate  therein  distributing  their  securities  through  such


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<PAGE>

underwriting)  enter  into  an underwriting agreement in customary form with the
representative  of  the underwriters or the managing underwriter selected by the
Company;

          (d)     If  the  Company  elects to terminate any Registration after a
Registration  Statement for such Registration shall have been filed, the Company
will  have no obligation to register the Registrable Securities that the Holders
sought  to  have  included  in  such  Registration.  The  Company shall bear all
Registration  Expenses  of  the  Holders  in  connection  with any Registration.

     4.     Representations  and  Warranties.
            --------------------------------

          (a)      The  Company  hereby  makes the following representations and
warranties  to  the  Purchaser:

               (i)     The  Company  has  the  requisite  corporate  power  and
authority  to  enter into, execute and deliver this Agreement, and to consummate
the transactions contemplated hereby and to carry out its obligations hereunder.
The execution and delivery of this Agreement by the Company and the consummation
by  it  of the transactions contemplated hereby have been duly authorized by all
necessary  action  on  the  part  of  the Company.  This Agreement has been duly
executed  and  delivered  by  the  Company and constitutes the valid and binding
obligations  of  the  Company enforceable against the Company in accordance with
its  terms,  except  as  such  enforceability  may  be  limited  by  applicable
bankruptcy,  insolvency,  fraudulent  transfer,  reorganization,  moratorium,
liquidation  or similar laws relating to, or affecting generally the enforcement
of,  creditors'  rights or by other equitable principles of general application;

               (ii)     The  Debenture  is  validly  issued,  fully  paid  and
non-assessable.  The  Underlying  Shares  and  the  Option Shares have been duly
authorized  for  issuance,  offer  and  sale,  and when issued and delivered, in
accordance  with the Purchase Agreement, shall be validly issued, fully paid and
non-assessable.  The Milo Underlying Shares and the Milo Option Shares have been
duly  authorized for issuance, offer and sale, and when issued and delivered, in
accordance with the Milo Purchase Agreement, shall be validly issued, fully paid
and  non-assessable

               (iii)     The  Company  has and at all times while the Debentures
remain  outstanding and the Option Shares remain unissued, has and will continue
to  maintain  an  adequate  reserve  of  shares  of Common Stock to enable it to
perform  its  obligations  under  this  Agreement  and  the  Purchase Agreement;

               (iv)     The  execution,  delivery  and  performance  of  this
Agreement,  and the consummation by the Company of the transactions contemplated
hereby  do not and will not (i) conflict with or violate any provision of its or
any  Subsidiary's  articles  of  incorporation,  resolutions  or  bylaws or (ii)
require  the  consent of any third party, conflict with, or constitute a default
(or  an event which with notice or lapse of time or both would become a default)


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<PAGE>

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  federal  and  state
securities  laws  and  regulations),  or  by which any property or assets of the
Company  or  any of its Subsidiaries is bound or affected, except in the case of
each  of  clauses  (ii)  and  (iii),  such  conflicts,  defaults,  terminations,
amendments,  accelerations,  cancellations  and  violations  as  would  not,
individually  or in the aggregate, have a Material Adverse Effect (as defined in
the  Purchase  Agreement);

               (v)     Neither  the  Company  nor  any Subsidiary is required to
obtain  any  consent,  permit,  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;

               (vi)     Neither the Company nor any Subsidiary (i) is in default
under  or  in  violation 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 conflicts or defaults as do not have a Material
Adverse  Effect,  (ii)  is 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  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;

          (b)      The  Purchaser  hereby represents and warrants to the Company
as  follows:

               (i)     Such  Purchaser  is  a  corporation duly incorporated and
validly  existing and in good standing under the laws of the jurisdiction of its
incorporation.

               (ii)     Such  Purchaser  has  the  requisite corporate power and
authority  to  enter into and to consummate the transactions contemplated hereby
and  otherwise  to  carry  out  its  obligations  hereunder.  The  execution and
delivery  of this Agreement have been duly authorized by all necessary corporate
action on the part of such Purchaser.  This Agreement has been duly executed and
delivered  by  such  Purchaser  or  on  its behalf and constitutes the valid and
legally  binding  obligation  of  such  Purchaser,  enforceable  against  it  in
accordance  with  its  terms;  except  as  such enforceability may be limited by
applicable  bankruptcy,  insolvency,  liquidation,  fraudulent  transfer,
reorganization, moratorium laws and remedies or by other equitable principles of
general  application  or  similar  laws  relating  to or affecting generally the
enforcement  of  creditors'  rights.


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<PAGE>

               (iii)      Purchaser  is  acquiring the Debentures and the Option
Shares  for  its  own  account  for  investment purposes only and without a view
toward  the  resale  or distribution thereof, without prejudice, however, to the
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 Option Shares
in  compliance  with  applicable  federal  and  state  securities  laws.


     5.     Procedures  for  Registration.
            -----------------------------

          (a)     Whenever  the  Company  is  required  to  register Registrable
Securities  under this Agreement, it agrees to do the following at its sole cost
and  expense:

               (i)     advise  the  underwriter(s),  if  any,  and  the  Selling
Holders  promptly  and,  if requested by such Persons, to confirm such advice in
writing:  (A)  when  the  prospectus,  or  any  prospectus  supplement  or
post-effective  amendment  has been filed, and, with respect to the Registration
Statement  or  any  post-effective  amendment  thereto, when the same has become
effective;  (B)  of  any  request  by  the  Commission  for  amendments  to  the
Registration  Statement  or  amendments  or supplements to the prospectus or for
additional  information  relating thereto; (C) of the issuance by the Commission
of  any  stop  order  suspending the effectiveness of the Registration Statement
under the Securities Act or of the suspension by any state securities commission
of  the  qualification of the Registrable Securities for qualification, offering
or  sale in any jurisdiction, or the initiation of any Proceeding for any of the
preceding purposes; and (D) of the existence of any fact or the happening of any
event  that  makes  any  statement  of  a material fact made in the Registration
Statement,  the prospectus, any amendment or supplement thereto, or any document
incorporated  by  reference  therein  untrue, or that requires the making of any
additions to or changes in the Registration Statement or the prospectus in order
to  make the statements therein not misleading.  If, at any time, the Commission
issues any stop order suspending the effectiveness of the Registration Statement
or any state securities commission or other regulatory authority issues an order
suspending  the qualification or exemption from qualification of any Registrable
Securities  under  state  securities or Blue Sky laws, the Company shall use its
best  efforts  to obtain the withdrawal or lifting of such order at the earliest
possible  time;

               (ii)     if  requested  by  any  Selling  Holder  or  the
underwriter(s), if any, incorporate in the Registration Statement or prospectus,
pursuant  to  a  supplement  or  post-effective  amendment  if  necessary,  such
information  as  such  Selling  Holder  and  the  underwriter(s),  if  any,  may
reasonably  request  to  have  included  therein,  with respect to the number of
Registrable  Securities, if any, being sold to such underwriter(s), the purchase
price being paid therefor and any other terms of the offering of the Registrable
Securities  to be sold in such offering, and the Company shall make all required
filings  of  such  prospectus  supplement or post-effective amendment as soon as
practicable  after  the Company is notified of the matters to be incorporated in
such  prospectus  supplement  or  post-effective  amendment;


                                       68
<PAGE>

               (iii)     furnish  to  the  Selling  Holders  and  each  of  the
underwriter(s),  if  any,  without charge, before filing with the Commission, at
least  one  copy  of  the  Registration  Statement,  as  first  filed  with  the
Commission,  and  of  each  amendment  thereto, including the prospectus and all
documents incorporated by reference therein and all exhibits (including exhibits
incorporated  therein  by  reference);

               (iv)     consult with the Selling Holders and the underwriter(s),
if  any,  prior  to  the  filing  of  such Registration Statement or prospectus;

               (v)     deliver  to  each  of  the  Selling  Holders  and
underwriter(s),  if  any,  without  charge,  as  many  copies  of the prospectus
(including  each preliminary prospectus) and any amendment or supplement thereto
as such Persons may reasonably request, the Company hereby consenting to the use
of the prospectus and any amendment or supplement thereto by each of the Selling
Holders  and each of the underwriter(s), if any, in connection with the offering
and  the  sale  of  any  Registrable Securities covered by the prospectus or any
amendment  or  supplement  thereto;

               (vi)     use  its  best  efforts, prior to any public offering of
Registrable  Securities, to register or qualify the Registrable Securities under
the  securities  or  blue  sky  laws  of  such  jurisdictions  as  the Holder or
underwriter(s),  if any, may reasonably request and do any and all other acts or
things necessary or advisable to enable the disposition in such jurisdictions of
the  Registrable  Securities  covered  by  the Registration Statement; provided,
                                                                       --------
however,  that  the  Company  shall  not be required to register or qualify as a
-------
foreign  corporation where it is not now so qualified or to take any action that
would  subject  it to the service of process in suits or to taxation, other than
as  to  matters  and transactions relating to the Registration Statement, in any
jurisdiction  where  it  is  not  now  so  subject;

               (vii)     cooperate  with  the  Selling  Holders  and  the
underwriter(s),  if  any,  to  facilitate the timely preparation and delivery of
certificates  representing  Registrable  Securities  covered  by  a Registration
Statement  and  not  bearing any restrictive legends, except as required by law,
and  enable  such  Registrable  Securities  to  be  in  such  denominations  and
registered  in  such  names  as  the  Holders  may  request prior to any sale of
Registrable  Securities  made  by  the  underwriter(s),  if  any;

               (viii)     in  connection with the preparation and filing of each
Registration  Statement under the Securities Act pursuant to this Agreement, the
Company  shall give Selling Holders, their underwriters, if any, and one counsel
or  firm  of  counsel and one accountant or firm of accountants representing all
Selling  Holders  the  opportunity  to  participate  in  the preparation of such
Registration  Statement,  each  prospectus  included  therein  or filed with the
Commission,  and  each  amendment  thereof  or  supplement  thereto.

               (ix)     make  available  for  inspection by the Selling Holders,
any  underwriter  participating  in  any  disposition pursuant to a Registration
Statement, and any attorney, accountant or other agent retained by any Holder or


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<PAGE>

underwriter  (collectively,  the "Inspectors"), all financial and other records,
pertinent  corporate documents and properties of the Company necessary to enable
them  to  exercise  their  due diligence responsibility, and cause the Company's
officers, directors and employees to supply all information reasonably requested
by  any  such  Inspector  in  connection  with  such  Registration  Statement;

               (x)     notify each seller of Registrable Securities covered by a
Registration  Statement  at  any  time  when  a  prospectus  relating thereto is
required  to be delivered under the Securities Act of the happening of any event
as  a  result of which the prospectus included in the Registration Statement, as
then  in  effect,  includes  and untrue statement of a material fact or omits to
state  a  material  fact  required to be stated therein or necessary to make the
statements  therein  not  misleading  or  incomplete  in  the  light  of  the
circumstances then existing, and, at the request of any such seller, prepare and
furnish  to  such  seller a reasonable number of copies of a supplement to be an
amendment  of  such  prospectus  as  may  be  necessary  so  that, as thereafter
delivered to the purchasers of any Registrable Securities, such prospectus shall
not  include  an untrue statement of a material fact or omit to state a material
fact  required  to be stated therein or necessary to make the statements therein
not  misleading  or  incomplete in the light of the circumstances then existing;

               (xi)     keep  such  registration  effective  for a period of one
hundred  eighty  (180)  days  or  until  the  Selling Holders have completed the
distribution described in any Registration Statement relating thereto, whichever
first  occurs; provided, however, that (A) such 180-day period shall be extended
               --------  -------
for  a  period of time equal to the longer of (1) the period the Holder refrains
from  selling  any securities included in such registration at the request of an
underwriter  of  securities of the Company and (2) the period ending on the date
on  which  Rule  144(k)  first  becomes  available  for transfers of Registrable
Securities  and (B) in the case of any Registration of Registrable Securities on
Form S-3 which are intended to be offered on a continuous or delayed basis, such
180-day  period  shall  be  extended,  if  necessary,  to  keep the Registration
Statement  effective  until all such Registrable Securities are sold, however in
no  event  longer  than  one  year  from  the Effective Date of the Registration
Statement  and  provided  that  Rule  415 permits an offering on a continuous or
delayed  basis;

               (xii)     cause  all  such  Registrable  Securities  registered
hereunder  to  be listed on each securities exchange on which similar securities
issued  by  the  Company  are  then  listed;

               (xiii)     provide  a  transfer  agent  and  registrar  for  all
Registrable  Securities  registered  pursuant  to a Registration Statement and a
CUSIP  number  for  all such Registrable Securities, in each case not later than
the  effective  date  of  such  Registration  Statement;

               (xiv)     otherwise  use  its  best  efforts  to  comply with all
applicable  rules  and  regulations of the Commission, and make available to its
security  holders,  as  soon  as  reasonably  practicable, an earnings statement


                                       70
<PAGE>

covering  the  period  of  at  least  twelve  months, but not more than eighteen
months,  beginning  with  the  first  month  after  the  effective  date  of the
Registration Statement, which earnings statement shall satisfy the provisions of
Section  11(a)  of  the  Securities  Act;  and

               (xv)     at  such  time  as  a  Registration Statement covering a
resale  of  any  Registrable  Securities  has  been  declared  effective  by the
Commission,  cause  its  counsel to deliver to the transfer agent for the Common
Stock  an  opinion,  subject  to  the  making  by  Selling  Holders  of  such
representations  and warranties to Company counsel as it may reasonably require,
certifying  that  such Registrable Securities may be sold by the Selling Holders
pursuant  to  such  Registration Statement with the purchasers thereof receiving
share  certificates  without  restrictive  legend,  which  opinion  shall remain
effective  so  long  as  such  Registration  Statement remains in full force and
effect;

          (b)     Each  Selling  Holder  shall,  upon receipt of notice from the
Company of the occurrence of any event of the kind described in Section 4(a)(x),
                                                                ---------------
forthwith  discontinue  disposition  of  Registrable  Securities  following  the
effective date of a Registration Statement covering Registrable Securities until
such  Holder's  receipt  of  copies  of  the  prospectus  supplement  and/or
post-effective  amendment  or until it is advised in writing by the Company that
the  use  of  the  applicable prospectus may be resumed and, in either case, has
received  copies of any additional or supplemental filings that are incorporated
or  deemed  to  be  incorporated by reference in such prospectus or Registration
Statement.

          (c)     Each Holder covenants and agrees that (i) it will not offer or
sell  any  Registrable  Securities being registered pursuant to any Registration
Statement until such Holder shall have received copies of the related prospectus
and  notice  from  the  Company  that  such  Registration  Statement  has become
effective  and  (ii)  such Holder and its officers, directors and Affiliates, if
any, will comply with the prospectus delivery requirements of the Securities Act
as  applicable  to  them  in  connection  with  sales  of Registrable Securities
pursuant  to  any  Registration  Statement.

     6.     Indemnification.
            ---------------

          (a)     Indemnification  by  the  Company.  The  Company  shall,
                  ---------------------------------
notwithstanding termination of this Agreement and without limitation as to time,
indemnify  and  hold  harmless  each  Holder,  the  officers,  directors, agents
(including any underwriters retained by the Holders in connection with the offer
or  sale  of Registrable Securities), brokers, investment advisors and employees
of each of them, each Person who controls any such Holder (within the meaning of
Section  15  of  the  Securities  Act or Section 20 of the Exchange Act) and the
officers,  directors, agents and employees of each such controlling Person, from
and  against any and all losses, claims, damages, liabilities, costs (including,
without  limitation,  costs  of  preparation  and  attorneys' fees) and expenses
(collectively,  "Losses"), as incurred, arising out of or relating to any untrue
                 ------
or  alleged  untrue  statement of a material fact contained in such Registration
Statement,  any  prospectus  or  any  form  of prospectus or in any amendment or
supplement  thereto  or  in  any  preliminary  prospectus,  or arising out of or


                                       71
<PAGE>

relating  to  any omission or alleged omission of a material fact required to be
stated  therein  or necessary to make the statements therein (in the case of any
prospectus or form of prospectus or amendment or supplement thereto, in light of
the  circumstances  under which they were made) not misleading, except solely to
the  extent  that  (I) such untrue statements or omissions are based solely upon
information  regarding  such Holder furnished in writing to the Company by or on
behalf of such Holder expressly for use therein, which information was relied on
by  the  Company for use therein or (ii) such information relates to such Holder
or  such  Holder's proposed method of distribution of Registrable Securities and
was furnished in writing to the Company by or on behalf of such Holder expressly
for  use  therein.  The  Company  shall  notify  the  Holders  promptly  of  the
institution, threat or assertion of any Proceeding of which the Company is aware
in  connection  with  the  transactions  contemplated  by  this  Agreement.

          (b)     Indemnification  by  Holders.  In  connection  with  each
                  ----------------------------
Registration  Statement,  each  Selling  Holder  shall furnish to the Company in
writing  such  information  as  the  Company  reasonably  requests  for  use  in
connection  with  such  Registration  Statement  or  the  related prospectus and
agrees,  severally  and not jointly, to indemnify and hold harmless the Company,
their  directors,  officers,  agents and employees, each Person who controls the
Company  (within  the meaning of Section 15 of the Securities Act and Section 20
of  the  Exchange Act), and the directors, officers, agents or employees of such
controlling Persons, to the fullest extent permitted by applicable law, from and
against  all  Losses  (as  determined  by a court of competent jurisdiction in a
final  judgment  not subject to appeal or review) arising solely out of or based
solely  upon  any  untrue  statement  of  a  material  fact  contained  in  such
Registration  Statement,  such prospectus, or any form of prospectus, or arising
solely  out  of or based solely upon any omission of a material fact required to
be  stated  therein  or  necessary to make the statements therein not misleading
solely  to the extent that (I) such untrue statement or omission is contained in
any  information furnished in writing by such Holder to the Company specifically
for  inclusion  in  such  Registration  Statement  or  such  prospectus and such
information  was  relied  upon  by  the  Company  for  use  in such Registration
Statement,  such prospectus or such form of prospectus, or (ii) such information
relates  to  such  Holder  or  such  Holder's proposed method of distribution of
Registrable  Securities  and  was  furnished  in writing by or on behalf of such
Holder  to the Company specifically for inclusion in such Registration Statement
or  such  prospectus and such information was relied upon by the Company for use
in  such  Registration  Statement,  such  prospectus or such form of prospectus;
provided,  however,  that  anything  contained  herein  to  the  contrary
--------   -------
notwithstanding, no Holder shall be liable for any claims hereunder in an amount
in  excess  of  the  net  proceeds  received by such Holder from the sale of its
Registrable  Securities  pursuant to a Registration Statement.  In addition, the
foregoing  shall  not  inure  to  the  benefit  of  any Holder if a copy of such
prospectus  (as  then  amended  or supplemented) was furnished by the Company to
such  Holder  and  was  not sent or given by or on behalf of such Holder to such
Holder's  purchaser of Registrable Securities if required by law to have been so
delivered.

          (c)     Conduct  of Indemnification Proceedings.  If any Proceeding is
                  ---------------------------------------
brought  or  asserted  against  any  Person  entitled to indemnity hereunder (an


                                       72
<PAGE>

"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 is 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 the defense thereof, but the fees and
expenses  of  such  counsel shall be at the expense of such Indemnified Party or
Parties  unless:  (I)  the  Indemnifying  Party  has agreed to pay such fees and
expenses;  or  (ii)  the Indemnifying Party shall have failed to assume promptly
the  defense of such Proceeding and to employ counsel reasonably satisfactory to
such  Indemnified  Party  in  such Proceeding; or (iii) 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 right to assume the defense of
the  claim  against  the Indemnified Party but shall retain the right to control
the  overall  Proceedings  out of which the claim arose, and counsel employed by
the  Indemnified  Party 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, which consent shall not be unreasonably
withheld.  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.

     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  after the
Indemnified  Party  gives  written  notice  thereof  to  the Indemnifying Party.

          (d)     Contribution.  If  a  claim  for indemnification under Section
                  ------------                                           -------
6(a)  or  6(b)  of  this  Agreement 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
                              -------


                                       73
<PAGE>

indemnifying  such  Indemnified  Party,  shall  contribute to the amount paid or
payable  by  such  Indemnified  Party  as  a  result of such Losses, (i) 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 from
the  distribution  of  the  Registrable  Securities  or  (ii)  if the allocation
provided  by  clause  (i) above in this paragraph is not permitted by applicable
law,  in  such  proportion  as  is  appropriate to reflect not only the relative
benefits  referred  to  in  such  clause  (i) but also the relative fault of the
Indemnifying  Party  and  Indemnified  Party  in  connection  with  the actions,
statements  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  any action in question, including any untrue or alleged untrue
statement of a material fact or omission or alleged omission of a material fact,
has  been  taken  or  made  by,  or  relates  to  information  supplied by, such
Indemnifying  Party  or  Indemnified  Party,  and  the parties' relative intent,
knowledge,  access  to  information  and  opportunity to correct or prevent such
action,  statement  or  omission.  The  amount  paid  or payable by a party as a
result  of any Losses shall be deemed to include, subject to the limitations set
forth  in Section 6(c) hereof, 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.

     The  parties  hereto  agree  that  it  would  not  be just and equitable if
contribution  pursuant  to  this  Section  6(d)  were  determined  by  pro  rata
                                  -------------
allocation  or by any other method of allocation that does not take into account
the equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section 6(d), no Holder shall be required
                                       -------------
to contribute, in the aggregate, any amount in excess of the amount by which the
proceeds  actually  received  by  such  Holder  from the sale of its Registrable
Securities subject to the Proceeding exceeds the amount of any damages that such
Holder  has  otherwise  been required to pay by reason of such untrue or alleged
untrue  statement  or  omission  or  alleged  omission.  No  Person  guilty  of
fraudulent  misrepresentation  (within  the  meaning  of  Section  11(f)  of the
Securities  Act)  shall  be entitled to contribution from any Person who was not
guilty  of  such  fraudulent  misrepresentation.

          (e)     The  indemnity  and  contribution agreements contained in this
Section  6  and  the  representations and warranties of the Company set forth in
----------
this  Agreement  shall remain operative and in full force and effect, regardless
of  any  investigation  made  by  or  on  behalf  of  any  Holder  or any Person
controlling  Holder,  the  Company,  its  directors  or  officers  or any Person
controlling  the  Company.

          (f)     No Indemnifying Party shall, without the prior written consent
of  the  Indemnified  Party,  effect any settlement of any pending or threatened
action, suit or proceeding in respect of which any Indemnified Party is or could
have  been  a  party  and  indemnity  could  have  been sought hereunder by such
Indemnified  Party,  unless such settlement includes an unconditional release of
such  Indemnified Party from all liability on claims that are the subject matter
of  such  action,  suit  or  proceeding.


                                       74
<PAGE>

          (g)     The  indemnity  and  contribution agreements contained in this
Section  are in addition to any liability that the Indemnifying Parties may have
to  the  Indemnified  Parties.

     7.     Rule  144.  The  Company shall file the reports required to be filed
            ---------
by  it  under the Securities Act and the Exchange Act in a timely manner and, if
at  any time the Company is not required to file such reports, it will, upon the
request  of any Holder, make publicly available other information for as long as
necessary  to  permit sales of its securities pursuant to Rule 144.  The Company
further  covenants  that  it  will  take  such  further action as any Holder may
reasonably  request, all to the extent required from time to time to enable such
Holder  to sell Registrable Securities without registration under the Securities
Act  within  the  limitation  of  the exemptions provided by Rule 144.  Upon the
request  of  any  Holder,  the  Company  shall  deliver to such Holder a written
certification  of  a  duly authorized officer as to whether it has complied with
such  requirements.

     8.     Rule 144A.  The Company agrees that, upon the request of a Holder or
            ---------
any  prospective purchaser of Registrable Securities designated by a Holder, the
Company  shall  promptly  provide (but in any case within fifteen (15) days of a
request)  to  such  Holder  or  potential  purchaser, the following information:

          (a)     a brief statement of the nature of the business of the Company
and  any  subsidiaries  and  the  products  and  services  each  of them offers;

          (b)     the  most  recent  consolidated  balance sheets and profit and
losses and retained earnings statements, and similar financial statements of the
Company  for  the  two  (2) most recent fiscal years (such financial information
shall  be  audited,  to  the  extent  reasonably  available);  and

          (c)     such  other  information  about the Company, any subsidiaries,
and their business, financial condition and results of operations as such Holder
or  purchaser  of  such  Registrable Securities shall request in order to comply
with  Rule  144A,  as  amended,  and  in  connection  therewith  the  anti-fraud
provisions  of  the  federal  and  state  securities  laws.

     The  Company  hereby  represents  and  warrants  to  the  Holders  and  any
prospective  purchaser  of  Registrable  Securities  from  a  Holder  that  the
information  provided  by the Company pursuant to this Section 8 will, as of the
                                                       ---------
dates  of  such information, not contain any untrue statement of a material fact
or omit to state a material fact necessary in order to make the statements made,
in  light  of  the  circumstances  under  which  they were made, not misleading.

     9.     Consent  to  be  Bound;  Assignability of Registration Rights.  Each
            -------------------------------------------------------------
subsequent  holder of Registrable Securities must consent in writing to be bound
by  the  terms  and  conditions of this Agreement in order to acquire the rights
granted  pursuant  to  this  Agreement.  Subject  to the foregoing sentence, the
registration  rights set forth in this Agreement are assignable to each assignee


                                       75
<PAGE>

of  Registrable Securities conveyed in accordance herewith who agrees in writing
to  be  bound  by  the  terms  and  conditions  of  this  Agreement.

     10.     Miscellaneous.
             -------------

          (a)     No  amendment,  modification,  termination  or cancellation of
this Agreement shall be effective unless made in a writing signed by the Company
and  all  of  the  Persons  who  are  then  Holders  of  Registrable Securities;

          (b)     The  Company  and the Holders agree that the rights created by
this  Agreement  are  unique,  and  that  the  loss  of  any  such  right is not
susceptible to monetary quantification.  Consequently, the parties agree that an
action  for  specific  performance  (including  for  temporary  and/or permanent
injunctive  relief)  of  the  obligations  created by this Agreement is a proper
remedy for the breach of the provisions of this Agreement, without the necessity
of  proving actual damages.  If the parties hereto are forced to institute legal
proceedings  to  enforce  their rights in accordance with the provisions of this
Agreement,  the  prevailing  party  shall  be entitled to recover its reasonable
expenses,  including  attorneys'  fees,  in  connection  with  any  such action;

          (c)     Except as otherwise specifically provided herein, all notices,
requests,  demands  and  other communications provided for hereunder shall be in
writing  and shall be deemed duly given to the Person for whom intended (i) upon
receipt  when  personally  delivered,  (ii)  one  (1)  day after being sent by a
nationally  recognized  overnight  courier  for  next  day  delivery or telecopy
providing  confirmation  or  receipt  of delivery, or (iii) three (3) days after
being  sent by certified or registered mail, postage and certified or registered
mail  fees  prepaid,  return  receipt  requested,  if sent to such Person at the
address  for  such  Person  indicated  below  or to such other address as may be
designated  by such Person in writing sent by such Person in the manner required
by  this  Section:

If  to  the  Company:    Heritage  Worldwide,  Inc.
                         337  Avenue  de  Bruxelles
                         83507  La  Seyne-Sur  Mer,  France
                         Attn:  Jean  Claude  Mas,  President  and  CEO
                         Tel:  (33)  494-109810
                         Fax:  (33)  494-109811

   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

If  to  the  Holders:    To  the  address  of  each such Holder as it
                         appears  in  the  stock  transfer  records  of  the
                         Company


                                       76
<PAGE>

   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

          (d)     This  Agreement may be executed in any number of counterparts,
each  of  which  when  so executed shall be deemed to be an original and, all of
which  taken together shall constitute one and the same Agreement.  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  were  the  original  thereof;

          (e)     This  Agreement  shall  be  governed  by  and  construed  in
accordance  with  the laws of the state of New York without regard to principles
thereof  relating  to the conflict of laws.  Each of the Company and each Holder
hereby  irrevocably  submits  to the jurisdiction of any New York state court or
any  federal court sitting in the city and county of New York (collectively, the
"New  York  Courts")  in respect of any Proceeding arising out of or relating to
this  Agreement  and  irrevocably  accepts  for  itself  and  in  respect of its
property,  generally  and  unconditionally, jurisdiction of the New York Courts.
Each of the Company and each Holder irrevocably waives, to the fullest extent it
may  effectively  do  so  under applicable law, any objection that it may now or
hereafter  have to the laying of the venue of any such Proceeding brought in any
New  York  Court  and any claim that any such Proceeding brought in any New York
Court  has  been  brought  in  an  inconvenient  forum;

          (f)     The  remedies provided herein are cumulative and not exclusive
of  one  another  or  of  any  remedies  provided  by  law;

          (g)     If  any  term,  provision,  covenant  or  restriction  of this
Agreement  is  held by a court of competent jurisdiction to be invalid, illegal,
void  or  unenforceable,  the  remainder of the terms, provisions, covenants and
restrictions set forth herein shall remain in full force and effect and shall in
no  way  be  affected, impaired or invalidated, and the parties hereto shall use
their  reasonable efforts to find and employ an alternative means to achieve the
same  or  substantially  the  same  result  as  that  contemplated by such term,
provision,  covenant or restriction.  It is hereby stipulated and declared to be
the  intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such that may be
hereafter  declared  invalid,  illegal,  void  or  unenforceable.

          (h)     The  headings  in  this  Agreement  are  for  convenience  of
reference  only  and  shall  not  limit  or otherwise affect the meaning hereof.


                         [Signatures on following page]


                                       77
<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first  written  above.

                              Company:

                              HERITAGE  WORLDWIDE,  INC.

                              By:
                                   -----------------------------
                                   Name:  Jean  Claude  Mas
                                   Title:    President  and  CEO


                              Holder:

                              ARMADILLO  INVESTMENTS,  PLC.

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


                                       78
<PAGE>