EXHIBIT 10.4

                                    EXHIBIT A
NEITHER  THESE  SECURITIES  NOR  THE  SECURITIES INTO WHICH THESE SECURITIES ARE
CONVERTIBLE  HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
THE  SECURITIES  COMMISSION  OF  ANY  STATE  IN  RELIANCE UPON AN EXEMPTION FROM
REGISTRATION  UNDER  SECTION  4(2) OF OR REGULATION S PROMULGATED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND IN COMPLIANCE WITH
APPLICABLE  STATE  SECURITIES  LAWS.

US  $3,000,000                                                  MARCH  26,  2004

               -- SENIOR CONVERTIBLE DEBENTURE DUE MARCH 26, 2004

     THIS  DEBENTURE  of  Heritage  worldwide, Inc., a Delaware corporation (the
"Company")  in  the  aggregate  principal  amount  of  three million Dollars (US
$3,000,000),  is  designated  as its $3,000,000 Senior Convertible Debenture due
March  25,  2009  (the  "Debentures").

     FOR  VALUE  RECEIVED, the Company promises to pay to Armadillo Investments,
Plc. (the "Holder"), the principal sum of three million Dollars (US $3,000,000),
on  or  prior  to March 25, 2009 (the "Maturity Date"), without interest.  If at
any  time  after the Original Issuance Date an Event of Default has occurred and
is  continuing, interest shall accrue at the rate of ten percent (10%) per annum
from the date of the Event of Default and the applicable cure period through and
including  the  date  of payment.  This Debenture shall be paid to the person in
whose name this Debenture (or one or more successor Debentures) is registered on
the  records  of  the  Company  regarding  registration  and  transfers  of  the
Debentures  (the  "Debenture  Register");  provided, however, that the Company's
                                           --------  -------
obligation  to a transferee of this Debenture shall arise only if such transfer,
sale  or  other  disposition is made in accordance with the terms and conditions
hereof and of the Senior Convertible Debenture Purchase Agreement (the "Purchase
Agreement")  by  and  between  the  Company  and  the Purchaser (as such term is
defined in the Purchase Agreement), dated as of  March 26, 2004, as the same may
be  amended  from  time  to  time.  A transfer of the right to receive principal
under  this Debenture shall be transferable only through an appropriate entry in
the  Debenture  Register  as  provided  herein.

     This  Debenture  is  subject  to  the  following  additional  provisions:

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

     "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.


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<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.

     "Company"  shall  mean  the Company (as defined in the Purchase Agreement).

     "Common  Stock"  shall  mean  the  Common Stock (as defined in the Purchase
Agreement).

     "Conversion  Date" shall have the meaning set forth in Section 4(a) hereof.

     "Conversion  Ratio"  means, at any time, a fraction, the numerator of which
is  the  then  outstanding  principal  amount represented by the Debentures plus
accrued  but  unpaid  interest  thereon,  and  the  denominator  of which is the
conversion  price  at  such  time.

     "Fixed  Conversion Price" shall have the meaning set forth in Section 4(c)i
hereof.

     "Floating  Conversion  Price"  shall  have the meaning set forth in Section
4(c)i  hereof.

     "Notice  of  Conversion"  shall  have the meaning set forth in Section 4(a)
hereof.

     "Original  Issuance Date" shall mean the date of the first issuance of this
Debenture  regardless  of  the  number  of  transfers  hereof.

     Section  2.     Denominations  of  Debentures.  The  Debentures  are
     ----------      -----------------------------
exchangeable  for an equal aggregate principal amount of Debentures of different
authorized  denominations, as requested by the Holder surrendering the same, but
shall  not  be issuable in denominations of less than integral multiplies of One
Thousand  Dollars  (US$1,000.00).  No  service charge to the Holder will be made
for  such  registration  of  transfer  or  exchange.

     Section  3.     Events  of  Default  and  Remedies.
     ----------      ----------------------------------
     I.     "Event of Default," when used herein, means any one of the following
events  (whatever  the  reason  and whether any such event shall be voluntary or
involuntary  or effected by operation of law or pursuant to any judgment, decree
or order of any court, or any order, rule or regulation of any administrative or
governmental  body):

     (a)     any  default  in  the payment of the principal on this Debenture as
and  when  the same shall become due and payable either at the Maturity Date, by
acceleration,  conversion,  or  otherwise;

     (b)     the  Company  shall  fail  to observe or perform any other material
covenant, agreement or warranty contained in, or otherwise commit any breach of,
this  Debenture,  and such failure or breach shall not have been remedied within
ten  (10)  Business  Days  of  its  receipt of notice of such failure or breach;

     (c)     the  occurrence  of  any  event or breach or default by the Company
under  the Purchase Agreement or any other Transaction Document and, if there is
a  cure  period,  such failure or breach shall not have been remedied within the
cure  period  provided  for  therein;


                                       48
<PAGE>

     (d)     the  Company  or any of its Subsidiaries shall commence a voluntary
case  under  the  United States Bankruptcy Code as now or hereafter in effect or
any  successor  thereto  (the  "Bankruptcy  Code");  or  an  involuntary case is
commenced  against the Company under the Bankruptcy Code and the petition is not
controverted  within  thirty  (30)  days,  or is not dismissed within sixty (60)
days,  after  commencement  of  the  case;  or  a "custodian" (as defined in the
Bankruptcy  Code)  is  appointed for, or takes charge of, all or any substantial
part  of  the  property  of  the  Company  or  the  Company  commences any other
proceeding  under any reorganization, arrangement, adjustment of debt, relief of
debtors,  dissolution,  insolvency  or  liquidation  or  similar  law  of  any
jurisdiction whether now or hereafter in effect relating to the Company or there
is  commenced  against the Company any such proceeding which remains undismissed
for  a  period  of  sixty  (60) days; or the Company is adjudicated insolvent or
bankrupt;  or  any  order  of  relief  or other order approving any such case or
proceeding  is  entered; or the Company suffers any appointment of any custodian
or  the  like  for  it  or  any substantial part of its property which continues
undischarged  or unstayed for a period of thirty (30) days; or the Company makes
a  general assignment for the benefit of creditors; or the Company shall fail to
pay,  or  shall state in writing that it is unable to pay its debts generally as
they  become  due;  or  the Company shall call a meeting of its creditors with a
view to arranging a composition or adjustment of its debts; or the Company shall
by  any  act  or  failure  to  act  indicate  its  consent  to,  approval  of or
acquiescence  in any of the foregoing; or any corporate or other action is taken
by  the  Company  for  the  purpose  of  effecting  any  of  the  foregoing;

     (e)     the  Company  shall  default  in  any  of its obligations under any
mortgage,  indenture  or instrument under which there may be issued, or by which
there  may be secured or evidenced, any indebtedness of the Company in an amount
exceeding  One Hundred Thousand Dollars ($100,000.00), whether such indebtedness
now  exists  or shall hereafter be created and such default shall result in such
indebtedness  becoming  or  being  declared due and payable prior to the date on
which  it  would  otherwise  become  due  and  payable;

     (f)     trading  in  the  common  stock  of the Company has been suspended,
delisted,  or  otherwise ceased by the Securities and Exchange Commission or the
NASD  or other exchange or the Nasdaq (whether the National Market or otherwise)
or  OTC Bulletin Board, and trading is not 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; or

     (g)     the Company shall issue a press release, or otherwise make publicly
known,  that it is not honoring a properly executed and duly delivered Notice of
Conversion  complying  with  the terms of this Debenture, the Purchase Agreement
and  the  Escrow  Agreement,  for  any  reason  whatsoever.

     II.  (a)     If  any  Event  of Default occurs, and continues beyond a cure
period,  if  any,  then  the  Holder  may,  by  written  notice  to the Company,
accelerate all of the payments due under this Debenture by declaring all amounts


                                       49
<PAGE>

so due under this Debenture, whereupon the same shall become immediately due and
payable without presentment, demand, protest or other notice of any kind, all of
which  are  waived  by the Company, notwithstanding anything contained herein to
the  contrary,  and  the  Holder  may  immediately and without expiration of any
additional grace period enforce any and all of its rights and remedies hereunder
and  all  other remedies available to it under applicable law.  Such declaration
may  be  rescinded  and  annulled  by  the  Holder  at any time prior to payment
hereunder.  No such rescission or annulment shall affect any subsequent Event of
Default  or impair any right consequent thereon.  This shall include, but not be
limited  to  the right to temporary, preliminary and permanent injunctive relief
without  the  requirement  of  posting  any  bond  or  undertaking.

     (b)     The  Holder may thereupon proceed to protect and enforce its rights
either  by  suit  in  equity  and/or  by  action  at law or by other appropriate
proceedings  whether  for  the  specific performance (to the extent permitted by
law)  of  any covenant or agreement contained in this Debenture or in aid of the
exercise  of  any  power  granted  in this Debenture, and proceed to enforce the
payment  of  any of the Debentures held by it, and to enforce any other legal or
equitable  right  of  such  Holder.

     (c)     Except  as  expressly provided for herein, the Company specifically
(i)  waives  all  rights  it  may  have  (A)  to notice of nonpayment, notice of
default,  demand, presentment, protest and notice of protest with respect to any
of  the  obligations  hereunder  or the shares of Common Stock and (B) notice of
acceptance  hereof  or  of any other action taken in reliance hereon, notice and
opportunity  to  be  heard  before the exercise by the Holder of the remedies of
self-help,  set-off,  or  other  summary  procedures  and  all other demands and
notices  of  any  type  or description except for cure periods, if any; and (ii)
releases  the  Holder,  its officers, directors, agents, employees and attorneys
from  all  claims  for loss or damage caused by any act or failure to act on the
part  of  the  Holder,  its officers, attorneys, agents, directors and employees
except  for  gross  negligence  or  willful  misconduct.

     (d)     As  a  non-exclusive  remedy,  upon  the  occurrence of an Event of
Default, the Holder may convert the remaining principal amount of the Debentures
at  the  lesser  of  the Fixed Conversion Price or the Floating Conversion Price
upon giving a Notice of Conversion to the Company.  Except as otherwise provided
herein,  the Company shall not have the right to object to the conversion or the
calculation  of  the  applicable  conversion  price,  absent  manifest  error.

     (e)     To  effectuate  the  terms  and  provisions  of this Debenture, the
Holder may send notice of any default to the Attorney-in-Fact (as defined in the
Purchase  Agreement)  and  send  a  copy  of  such notice to the Company and its
counsel,  simultaneously,  and  request the Attorney-in-Fact, to comply with the
terms  of  this  Debenture and the Purchase Agreement and all agreements entered
into  pursuant  to  the  Purchase  Agreement  on  behalf  of  the  Company.


     Section  4.     Conversion.
     ----------      ----------
     (a)     Except  as otherwise set forth herein or in the Purchase Agreement,
the  unpaid  principal amount of this Debenture shall be convertible into shares
of  Common  Stock  at  the Conversion Ratio as defined above, and subject to the
Limitation on Conversion described in Section 4.12 of the Purchase Agreement, at


                                       50
<PAGE>

the  option  of  the Holder, in whole or in part, at any time, commencing on the
Original  Issuance  Date.  Any conversion under this Section 4(a) shall be for a
minimum  principal  amount  of  $1,000.00  of  the Debentures.  The Holder shall
effect conversions by surrendering the Debenture to be converted to the Company,
together  with  the  form  of  notice  attached hereto as Appendix I ("Notice of
Conversion")  in  the  manner  set forth in Section 4(j) hereof.  Each Notice of
Conversion  shall specify the principal amount of Debentures to be converted and
the  date  on  which  such  conversion is to be effected (the "Conversion Date")
which date shall not be less than five (5) Business Days after the date on which
the  Notice  of  Conversion  is  delivered  to the Company.  Subject to the last
paragraph  of  Section 4(b) hereof, each Notice of Conversion, once given, shall
be  irrevocable.  If  the  Holder  is  converting less than all of the principal
amount  represented  by  the  Debentures tendered by the Holder in the Notice of
Conversion,  the  Company  shall  deliver to the Holder a new Debenture for such
principal  amount  as has not been converted within two (2) Business Days of the
Conversion  Date.  In  the event that the Company holds the Debentures on behalf
of  the  Holder,  the Company agrees that in lieu of surrendering the Debentures
upon every partial conversion, the Company shall give the Company and the Holder
written  notice  of  the  amount  of  the  Debentures  left  unconverted.  Upon
conversion  in  full  of  the  Debentures or upon the Maturity Date, the Company
shall  retain  the  Debentures  for  cancellation.

     (b)     Not  later  than  five (5) Business Days after the Conversion Date,
the  Company  shall  deliver  to  the  Holder  (i) a certificate or certificates
representing  the  number  of  shares  of  Common  Stock being acquired upon the
conversion of the Debentures, and once the Debentures so converted in part shall
have  been  surrendered  to the Company, the Company shall deliver to the Holder
Debentures  in  the  principal  amount  of  the  Debentures  not  yet converted;
provided, however, that the Company shall not be obligated to issue certificates
          -------
evidencing  the  shares  of  Common  Stock  issuable  upon  conversion  of  the
Debentures,  until  the  Debentures  are  either delivered for conversion to the
Company  or any transfer agent for the Debentures or Common Stock, or the Holder
notifies  the  Company  that such Debentures have been lost, stolen or destroyed
and  provides an affidavit of loss and an agreement reasonably acceptable to the
Company indemnifying the Company from any loss incurred by it in connection with
such  loss,  theft  or  destruction.  In  the case of a conversion pursuant to a
Notice  of  Conversion, if such certificate or certificates are not delivered by
the  date  required  under this Section 4(b), the Holder shall be entitled, upon
providing  written notice to the Company at any time on or before its receipt of
such  certificate  or  certificates  thereafter,  to rescind such conversion, in
which  event,  the  Company shall immediately return the Debentures tendered for
conversion.

      (c)          The  conversion  price  for  the  Debentures in effect on any
Conversion  Date  shall  be  the  lesser  on  the date of conversion of (a) four
dollars  ($4.00)  (the  "Fixed Conversion Price") or (b) eighty percent (80%) of
the  lowest closing bid price for the Common Stock in the ten (10) business days
preceding  the date of conversion, but in no event less than fifty percent (50%)
of the Fixed Conversion Price (the "Floating Conversion Price"). For purposes of
determining  the closing bid price on any day, reference shall be to the closing
bid  price  for  a  share  of Common Stock on such date on the NASD OTC Bulletin
Board,  as  reported  on  Bloomberg,  L.P.  (or  similar  organization or agency
succeeding  to  its  functions  of  reporting  prices).


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<PAGE>

          (ii)     If  the  Company, at any time while any of the Debentures are
outstanding,  (a) shall pay a stock dividend or otherwise make a distribution or
distributions  on  shares  of  its Common Stock payable in shares of its capital
stock  (whether payable in shares of its Common Stock or of capital stock of any
class), (b) subdivide outstanding shares of Common Stock into a larger number of
shares,  (c) combine outstanding shares of Common Stock into a smaller number of
shares,  or  (d)  issue  by  reclassification any shares of capital stock of the
Company,  the  Fixed  Conversion  Price  as  applied in Section 4(c)(i) shall be
multiplied  by  a fraction, the numerator of which shall be the number of shares
of Common Stock of the Company outstanding immediately before such event and the
denominator  of  which shall be the number of shares of Common Stock outstanding
immediately  after giving effect to such event.  Any adjustment made pursuant to
this  Section  4(c)(ii) shall become effective immediately after the record date
for  the  determination  of  stockholders  entitled  to receive such dividend or
distribution  and shall become effective immediately after the effective date in
the  case  of  a  subdivision, combination or reclassification, provided that no
adjustment  shall  be  made  if  the  Company  does  not complete such dividend,
distribution,  subdivision,  combination  or  reclassification.

          (iii)    Intentionally  omitted.

          (iv)     If, at any time while Debentures are outstanding, the Company
distributes  to  all  holders of Common Stock (and not to holders of Debentures)
evidences  of Company indebtedness or assets, or rights or warrants to subscribe
for  or  purchase any security, then, in each such case, the conversion price at
which  each  Debenture then outstanding shall thereafter be convertible shall be
determined  by  multiplying (A) the Fixed Conversion Price in effect immediately
prior  to  the  record  date fixed for determination of stockholders entitled to
receive such distribution by a fraction, the numerator of which shall be the Per
Share  Market  Value  of  the  Common  Stock  determined  as  of the record date
mentioned  above  less  the  then  fair  market value at such record date of the
portion  of such assets or evidence of indebtedness so distributed applicable to
one outstanding share of Common Stock as determined by the Board of Directors in
good  faith  and the denominator of which shall be the Per Share Market Value of
the  Common Stock on such record date; provided, however, that in the event of a
                                       --------  -------
distribution  exceeding ten percent (10%) of the net assets of the Company, such
fair  market  value  shall  be  determined  by  a nationally recognized or major
regional  investment  banking  firm  or  firm  of  independent  certified public
accountants  of  nationally  recognized  standing  (which  may  be the firm that
regularly  examines  the  financial  statements of the Company) (an "Appraiser")
selected  in  good faith by the holders of a majority of the principal amount of
the  Debentures then outstanding; and provided, further, that the Company, after
                                      --------  -------
receipt  of  the determination by such Appraiser, shall have the right to select
an  additional Appraiser, in which case such fair market value shall be equal to
the  average  of  the determinations by each such Appraiser.  In either case the
adjustments  shall  be  described  in a statement provided to the Holder and all
other  holders  of  Debentures  of  the  portion  of  assets  or  evidences  of
indebtedness  so distributed or such subscription rights applicable to one share
of  Common  Stock.  Such adjustment shall be made whenever any such distribution
is  made  and shall become effective immediately after the record date mentioned
above.  The  Company  shall  pay all fees and expenses of any Appraiser selected
under  this  Section 4(c)(iv). Under no circumstances shall the Conversion Price
be  increased  pursuant  to  this  section  4(c)(iv)


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<PAGE>

          (v)      All calculations  under  this  Section 4 shall be made to the
nearest  1/1000th  of a cent or the nearest 1/1000th of a share, as the case may
be.  Any  calculation equal to or over .005 shall be rounded up to the next cent
or  share  and  any  calculation  less  than  .005  shall be rounded down to the
previous  cent  or  share.

          (vi)     Whenever  the  Fixed Conversion Price is adjusted pursuant to
Section 4(c)(ii), or (iv), the Company shall within ten (10) Business Days after
the  determination of the new Fixed Conversion Price mail and fax (in the manner
set  forth  in  Section  4(j)  hereof) to the Holder and to each other holder of
Debentures,  a  notice ("Company Notice of Conversion Price Adjustment") setting
forth the Fixed Conversion Price after such adjustment and setting forth a brief
statement  of  the  facts  requiring  such  adjustment.

          (vii)    In  case  of  any  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  holder  of  Debentures then
outstanding shall have the right thereafter to convert such Debentures only into
the  shares of stock and other securities and property receivable upon or deemed
to  be  held  by  holders  of  Common  Stock  following  such  reclassification,
consolidation, merger, sale, transfer or share exchange (except in the event the
property is cash, then the Holder shall have the right to convert the Debentures
and receive cash in the same manner as other stockholders), and the Holder shall
be  entitled upon such event to receive such amount of securities or property as
the  holder  of shares of the Common Stock into which such Debentures could have
been  converted  immediately  prior  to  such  reclassification,  consolidation,
merger, sale, transfer or share exchange would have been entitled.  The terms of
any  such  consolidation, merger, sale, transfer or share exchange shall include
such  terms  so  as  to  continue to give to the Holder the right to receive the
securities  or property set forth in this Section 4(c)(viii) upon any conversion
following  such  consolidation,  merger, sale, transfer or share exchange.  This
provision shall similarly apply to successive reclassifications, consolidations,
mergers,  sales,  transfers  or  share  exchanges;

          (viii)   If:

               (A)  the  Company  shall  declare  a  dividend  (or  any  other
               distribution)  on  its  Common  Stock;  or

               (B)  the  Company  shall  declare  a  special  non-recurring cash
               dividend  redemption  of  its  Common  Stock;  or

               (C)  the  Company shall authorize the grant to all holders of the
               Common  Stock rights or warrants to subscribe for or purchase any
               shares  of  capital  stock  of  any  class  or  of any rights; or

               (D)  the  approval  of  any  stockholders of the Company shall be
               required  in  connection  with any reclassification of the Common
               Stock  of the Company (other than a subdivision or combination of
               the  outstanding  shares  of  Common Stock), any consolidation or


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<PAGE>

               merger  to  which the Company is a party, any sale or transfer of
               all  or  substantially  all  of the assets of the Company, or any
               compulsory  share  exchange whereby the Common Stock is converted
               into  other  securities,  cash  or  property;  or

               (E)  the  Company  shall  authorize  the voluntary or involuntary
               dissolution,  liquidation  or  winding-up  of  the affairs of the
               Company;

then the Company shall cause to be filed at each office or agency maintained for
the  purpose of conversion of Debentures, and shall cause to be mailed and faxed
to  the  Holder  and each other holder of the Debentures at their last addresses
and  facsimile  number  set forth in the Debenture Register at least twenty (20)
calendar  days  prior  to  the  applicable  record or effective date hereinafter
specified,  a  notice  stating (x) the date on which a record is to be taken for
the  purpose  of such dividend, distribution, redemption, rights or warrants, or
if a record is not to be taken, the date as of which the holders of Common Stock
of  record to be entitled to such dividend, distributions, redemption, rights or
warrants  are  to be determined, or (y) the date on which such reclassification,
consolidation,  merger, sale, transfer, share exchange, dissolution, liquidation
or  winding-up  is  expected to become effective, and the date as of which it is
expected  that  holders  of Common Stock of record shall be entitled to exchange
their  shares  of Common Stock for securities or other property deliverable upon
such  reclassification,  consolidation,  merger, sale, transfer, share exchange,
dissolution,  liquidation  or winding-up; provided, however, that the failure to
                                          --------  -------
mail  such  notice  or  any  defect  therein or in the mailing thereof shall not
affect  the  validity  of  the corporate action required to be specified in such
notice.

     (d)     If  at  any  time  conditions  shall  arise  by reason of action or
failure to act by the Company, which action or failure to act, in the opinion of
the  Board  of  Directors of the Company, is not adequately covered by the other
provisions  hereof and which might materially and adversely affect the rights of
the  Holder  and  all  other holders of Debentures (different or distinguishable
from  the  effect  generally  on rights of holders of any class of the Company's
capital  stock),  the Company shall, at least twenty (20) calendar days prior to
the  effective date of such action, mail and fax a written notice to each holder
of  Debentures  briefly  describing  the  action  contemplated, and an Appraiser
selected  by  the  holders  of  majority  in principal amount of the outstanding
Debentures shall give its opinion as to the adjustment, if any (not inconsistent
with  the  standards established in this Section 4 and the terms of the Purchase
Agreement and the Debentures), of the conversion price (including, if necessary,
any  adjustment  as  to  the  securities into which Debentures may thereafter be
convertible)  and  any  distribution  which  is or would be required to preserve
without  diluting  the  rights  of the holders of 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 adjustment
shall  be  equal  to  the  average  of  the adjustments recommended by each such
Appraiser.  The  Company  shall  pay  all  fees  and  expenses  of any Appraiser
selected  under  this  Section 4(d). The Board of Directors of the Company shall
make  the  adjustment  recommended forthwith upon the receipt of such opinion or
opinions  or  the  taking  of  any such action contemplated, as the case may be;
provided, however, that no such adjustment of the conversion price shall be made
    ----  -------
which,  in  the  opinion  of  the  Appraiser(s)  giving the aforesaid opinion or
opinions,  would  result  in  an  increase  of  the  conversion  price above the
conversion  price  then  in  effect.


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<PAGE>

     (e)     Subject  to  the  terms and limitations set forth in the Debentures
and  the  Purchase Agreement, the Company covenants and agrees that it shall, at
all  times,  authorize,  reserve  and  keep available out of its unissued Common
Stock  solely  for  the purpose of issuance upon conversion of the Debentures as
herein  provided,  free  from  preemptive  rights or any other actual contingent
purchase  rights  of persons other than the Holder of the Debentures, the number
of  shares  of  Common  Stock  as  shall  be  issuable  (taking into account the
adjustments  and  restrictions of Section 4(c) and Section 4(d) hereof) upon the
conversion of the aggregate principal amount of the outstanding Debentures.  The
Company  covenants  that,  subject  to the limitations set forth in this Section
4(e),  all  shares of Common Stock that shall be issuable upon conversion of the
Debentures  shall,  upon issuance, be duly and validly authorized and issued and
fully  paid  and  non-assessable.

     (f)     No  fractional  shares  of  Common  Stock  shall be issuable upon a
conversion  hereunder  and the number of shares to be issued shall be rounded up
to  the  nearest  whole  share.  If  a fractional share interest arises upon any
conversion hereunder, the Company shall eliminate such fractional share interest
by  issuing  to  the  Holder  an  additional  full  share  of  Common  Stock.

     (g)     The  issuance of a certificate or certificates for shares of Common
Stock  upon  conversion  of  the  Debentures shall be made without charge to the
Holder for any documentary stamp or similar taxes that may be payable in respect
of the issuance or delivery of such certificate, provided that the Company shall
not  be  required  to pay any tax that may be payable in respect of any transfer
involved in the issuance and delivery of any such certificate upon conversion in
a  name  other  than that of the Holder and the Company shall not be required to
issue  or  deliver  such  certificates  unless  or  until  the person or persons
requesting  the  issuance  thereof  shall have paid to the Company the amount of
such  tax or shall have established to the satisfaction of the Company that such
tax  has  been  paid.

     (h)     The  Debentures  converted  into  Common  Stock  shall  be canceled
upon  conversion.

     (i)     On the Maturity Date, the unconverted principal amount of the
Debentures  shall  either  be  paid off in full by the Company or, if payment in
full  is  not  received  within  five (5) Business Days after the Maturity Date,
convert,  at  the  option  of  the  Holder,  into  shares of Common Stock at the
Conversion  Price.

     (j)     Each  Notice  of  Conversion  shall  be  given  by facsimile to the
Company  no  later  than  4:00  pm  New  York  time  on any Business Day, at the
facsimile telephone number and address of the principal place of business of the
Company.  Any  such  notice  shall  be  deemed  given  and  effective  upon  the
transmission  of  such  facsimile at the facsimile telephone number specified in
the  Purchase  Agreement  (with  printed  confirmation of transmission).  In the
event  that  the  Company  receives the Notice of Conversion after 4:00 p.m. New
York  time  on  any day, or the Holder receives the Company Notice of Conversion
Price  Adjustment after 4:00 p.m. New York time, any such notice shall be deemed
to  have  been  given  on  the  next  Business  Day.


                                       55
<PAGE>

     Section  5.     Redemption  of  Debentures.
     ----------      --------------------------
     (a)     Except  as  provided  in this section 5, neither the Holder nor the
Company  may demand that the Debentures be redeemed. Until all of the Debentures
have  been converted, in the event that the Company and each of its subsidiaries
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  Holder,  the  Company may demand that the Holder
convert  all Debentures then held by the Holder into Common Stock upon the terms
and  conditions  set forth in this Debenture. If the Holder does not comply with
such  demand, the Company may redeem all Debentures held by the Holder for their
outstanding  principal  balance  (the  "Redemption  Price").  The Company is not
obligated  to  provide  for redemption of the Debentures through a sinking fund.

     (b)      No  redemption  shall  be  made  and  no  sum  set  aside for such
redemption  at  any  time  that  the  terms  or  provisions  of any indenture or
agreement  of  the  Company,  including  any agreement relating to indebtedness,
specifically  prohibits  such  redemption or setting aside or provides that such
redemption  or  setting  aside  would  constitute a breach or default thereunder
(after  notice or lapse of time or both), except with the written consent of the
lender  or  other  parties  to  said  agreement  as  the  case  may  be.

      (c)     In  the  event the Company shall redeem the Debentures as provided
herein,  notice  of  such redemption shall be given by first class mail, postage
prepaid,  or  by  confirmed  facsimile  transmission,  not less than thirty (30)
business days prior to the date fixed by the Board for redemption to each holder
of  Debentures  at the address that appears on the Company's stock record books;
provided, however, that no failure to provide such notice nor any defect therein
 -------  -------
shall  affect  the validity of the redemption proceeding except as to the holder
to  whom  the  Company  has  failed  to  send  such  notice  or whose notice was
defective.  Each  notice shall state (i) the redemption date, (ii) the principal
amount  of  Debentures  to be redeemed; (iii) the Redemption Price; and (iv) the
place  or places where Debentures are to be surrendered for payment. When notice
has  been  provided as aforesaid then from and after the redemption date (unless
default  shall  be made by the Company in providing money for the payment of the
Redemption  Price of the Debentures called for redemption) said Debentures shall
no  longer  be  deemed  to  be outstanding and all rights of the Holders thereof
shall  cease  (other  than  the  right to receive the Redemption Price or Common
Stock  with  respect to converted Debentures).  Upon surrender of the Debentures
they  shall  be  redeemed  by  the  Company  at  the  Redemption  Price.

     Section 6.     Absolute  Payment  Obligation;  Limitation  on  Prepayment.
     ---------      ----------------------------------------------------------
Except  as expressly provided herein, no provision of this Debenture shall alter
or impair the obligation of the Company, which is absolute and unconditional, to
pay  the  principal  of  this Debenture at the time, place, and rate, and in the
coin  or  currency, herein prescribed.  This Debenture is a direct obligation of
the  Company.  This  Debenture ranks pari passu with all other Debentures now or
hereafter  issued  under the terms set forth herein.  The Company may not prepay
any  portion  of  the  outstanding  principal amount on the Debentures except in
accordance  with  the  Purchase  Agreement  or  Section  5  hereof.


                                       56
<PAGE>

     Section 7.     No  Rights  of  Stockholders.  Except  as otherwise provided
     ----------     ----------------------------
herein or in the Purchase Agreement, this Debenture shall not entitle the Holder
to  any  of  the  rights  of  a  stockholder  of  the Company, including without
limitation,  the right to vote on or consent to any action, to receive dividends
and  other distributions, or to receive any notice of, or to attend, meetings of
stockholders  or  any other proceedings of the Company, unless and to the extent
converted  into  shares  of  Common  Stock  in accordance with the terms hereof.

     Section 8.     Loss,  Theft,  Mutilation  or Destruction. If this Debenture
     ----------     -----------------------------------------
shall  be  mutilated,  lost,  stolen or destroyed, the Company shall execute and
deliver,  in  exchange and substitution for and upon cancellation of a mutilated
Debenture,  or  in  lieu  of  or in substitution for a lost, stolen or destroyed
Debenture,  a  new  Debenture  for  the  principal  amount  of this Debenture so
mutilated,  lost,  stolen  or destroyed but only upon receipt of an affidavit of
such  loss,  theft  or  destruction  of such Debenture, and, if requested by the
Company,  an agreement to indemnity the Company in form reasonably acceptable to
the  Company.

     Section 9.     Governing  Law.  This  Debenture  shall  be  governed by and
     ----------     --------------
construed  and enforced in accordance with the internal laws of the State of New
York  without  regard to the principles of conflicts of law thereof.  Any action
to  enforce  the  terms  of  this Debenture, the Purchase Agreement or any other
Transaction  Document  shall  be exclusively brought in the state and/or federal
courts in the state and county of New York.  Service of process in any action by
the  Holder to enforce the terms of this Debenture 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 address set forth in the
Purchase  Agreement.

     Section  10.     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 duly given only if
delivered  to  the  party  personally  or  sent  to  the party by facsimile upon
electronic  confirmation  receipt (promptly followed by a hard-copy delivered in
accordance  with this Section 10) or three days after being mailed by registered
or  certified  mail (return receipt requested), with postage and registration or
certification  fees  thereon  prepaid,  or  if  sent  by  nationally  recognized
overnight  courier,  one  day  after being mailed, addressed to the party at its
address  as set forth in  the Purchase Agreement or such other address as may be
designated  hereafter  by notice given pursuant to the terms of this Section 10.

     Section  11.     Waiver.  Any  waiver  by  the  Company  or the Holder of a
     ------------     ------
breach  of  any provision of this Debenture shall not operate as or be construed
to  be  a  waiver  of any other breach of such provision or of any breach of any
other  provision of this Debenture.  The failure of the Company or the Holder to
insist  upon  strict  adherence  to  any  term  of this Debenture on one or more
occasions  shall  not  be considered a waiver or deprive that party of the right
thereafter  to  insist  upon  strict adherence to that term or any other term of
this  Debenture  in  any  other  occasion.  Any  waiver  must  be  in  writing.

     Section  12.     Invalidity.  If any provision of this Debenture is held to
     ------------     ----------
be invalid, illegal or unenforceable, the balance of this Debenture shall remain
in  effect,  and  if  any  provision is held to be inapplicable to any person or
circumstance,  it  shall nevertheless remain applicable to all other persons and
circumstances.


                                       57
<PAGE>

     Section  13.     Payment  Dates.  Whenever  any payment or other obligation
     ------------     --------------
hereunder shall be due on a day other than a Business Day, such payment shall be
made  on  the  next  following  Business  Day.

     Section  14.     Transfer;  Assignment.  This  Debenture  may  not  be
     ------------     ---------------------
transferred  or assigned, in whole or in part, at any time, except in compliance
     -----
by  the  transferor  and  the  transferee  with  applicable  federal  and  state
securities  laws.

     Section  15.     Fees  of Enforcement. (a) In the event any Party commences
     ------------     --------------------
legal  action  to  enforce  its  rights under this Debenture, 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.

     (b) Whenever the Company is obligated to purchase or redeem the Debentures,
and the Redemption Price is not paid to the Holder by the tenth (10th) day after
the  Redemption  Price  is  due  and  payable  to such Holder, the Company shall
thereafter  pay  interest to such Holder 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.

                            [SIGNATURE PAGE FOLLOWS]

                                       58
<PAGE>

     IN  WITNESS  WHEREOF,  the  Company  has  caused this instrument to be duly
executed  by  an  officer  thereunto  duly authorized as of the date first above
indicated.

                                         HERITAGE  WORLDWIDE,  INC.


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


                                       59
<PAGE>

                                   APPENDIX I


                              NOTICE OF CONVERSION
                          AT THE ELECTION OF THE HOLDER

(To  be  Executed  by  the  Registered  Holder
in  order  to  Convert  the  Debentures)

Except  as  provided  by  Section 4(b) of the Debentures, the undersigned hereby
irrevocably  elects  to  convert  the  attached  Debenture into shares of Common
Stock,  par  value $.001 per share (the "Common Stock"), of  Heritage Worldwide,
Inc. (the "Company"), according to the provisions hereof, as of the date written
below.  If  shares  are  to  be  issued  in  the  name  of  a  person other than
undersigned,  the  undersigned  will pay all transfer taxes payable with respect
thereto  and is delivering herewith such certificates and opinions as reasonably
requested by the Company in accordance therewith.  A fee of $350 will be charged
by  the  Escrow  Agent to the Holder for each conversion.  No other fees will be
charged  to  the  Holder,  except  for  transfer  taxes,  if  any.



Conversion  calculations:

                              --------------------------------------------------
                              Date to  Effect  Conversion

                              --------------------------------------------------
                              Principal  Amount  of  Debentures  to be Converted


                              --------------------------------------------------
                              Applicable  Conversion  Price (Pursuant to Section
                              4(c)(v))

                              --------------------------------------------------
                              Number of Shares  to  be  Issued  Upon  Conversion


                              --------------------------------------------------
                              Signature


                              --------------------------------------------------
                              Name


                              --------------------------------------------------
                              Address


                                       60
<PAGE>