Exhibit  10.2
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                          REGISTRATION RIGHTS AGREEMENT
                          -----------------------------

     REGISTRATION  RIGHTS  AGREEMENT  dated  as  of  March 1, 2003, by and among
HERITAGE  WORLDWIDE,  INC.,  a  Delaware corporation (the "Company"), GEM GLOBAL
YIELD  FUND, a Nevis, West Indies entity ("GEM"), and each of the other entities
listed  and  identified on Schedule A to this Agreement, as such schedule may be
amended  from  time  to  time.  For  purposes  of  this Agreement, all investors
identified  on  Schedule  A  shall  be  known  as  the  "Investors."

     WHEREAS,  the  Investors may be entitled to acquire Warrants to purchase up
to  an  aggregate  of  one  million  (1,000,000) shares (the "Shares") of common
stock,  par  value  $.001 per share ("Common Stock"), of the Company pursuant to
the  terms  of  an Acquisition Agreement dated as of February 28, 2003 among the
Company,  Milo  Finance,  S.A.,  a  Luxembourg  limited  liability  entity ("PIP
Holding")  and  the  other  parties  thereto  (the  "Acquisition  Agreement");

     WHEREAS,  pursuant  to the Acquisition Agreement, the Company has agreed to
provide  "piggy-back"  registration  rights with respect to any shares of Common
Stock  received  by  the  Investors  upon  exercise  of  the  Warrants;  and

     WHEREAS, the parties hereto desire to enter into this Agreement to evidence
the  foregoing  agreement of the Company and the mutual covenants of the parties
relating  thereto,

     NOW,  THEREFORE,  in  consideration  of  the  premises  and  other good and
valuable  consideration,  receipt  of  which is hereby acknowledged, the parties
hereby  agree  as  follows:

     1.     Definitions.  In  this  Agreement the following terms shall have the
following  respective  meanings:

          "Affiliate"  means  any  Person  Controlling,  Controlled  by or under
common  Control  with  the  Person  in  question.

          "Control"  means  the  direct  or  indirect beneficial ownership of an
equity  interest  of  a Person entitling or enabling the owner of such interest,
under  the  circumstances, to direct the policies and operations of such Person.

          "Holders"  means GEM and each of the other entities listed on Schedule
1  hereto,  and  any Permitted Transferees thereof, who are the record owners of
Registrable  Securities  that  have  not  been  sold  to  the  public.

          "Permitted  Transferee"  means  an  Affiliate  of  GEM  or  any  other
Investor.

          "Person"  means  any  individual,  corporation,  partnership, trust or
other  entity  of  any  nature  whatsoever.


<PAGE>

          "Registrable  Securities"  means  (i)  all  of  the  Shares  issued or
issuable  upon  exercise  of  the  Warrants  and (ii) any Common Stock issued in
respect  of  the  shares  described  in  clause  (i) upon any stock split, stock
dividend,  recapitalization  or  other  similar  event.

          "Register"  means  to register under the Securities Act and applicable
state  securities laws for the purpose of effecting a public sale of securities.

          "Registration  Expenses" means all expenses incurred by the Company in
compliance  with  Sections  2  or  4  hereof, including, without limitation, all
registra-tion  and  filing  fees,  printing  expenses,  transfer taxes, fees and
disbursements of counsel for the Company, blue sky fees and expenses, reasonable
fees  and  disburse-ments  of  one counsel for all the selling Holders and other
security  holders, and the expense of any special audits incident to or required
by  any  such  registration.

          "Selling  Expenses"  means  all  underwriting  discounts  and  selling
commissions  applicable  to  the  sale  of  Registrable  Securities.

     2.     "Piggy  Back"  Registrations.  If  the  Company  shall  determine to
register any of its securities under the Securities Act of 1933, as amended (the
"Securities  Act"),  either  for  its  own account or for the account of another
security  holder  or  holders  exercis-ing  registration  rights,  other  than a
registration  relating  solely  to  one  or  more  employee  benefit plans, or a
registration  on  any registration form which does not permit secondary sales or
which  does  not include substantially the same information as would be required
to  be  included  in  a  registration statement covering the sale of Registrable
Securities,  the  Company  will:

          (a)  Promptly  give  to  each  Holder  of  Registrable  Securities
written  notice thereof (which shall include the number of shares the Company or
other  security  holder  proposes  to  register  and,  if known, the name of the
proposed  underwriter);  and

          (b)  Use  its  best  efforts  to  include in such registration all the
Registrable  Securities  specified in a written request or requests, made by any
Holder  within twenty (20) days after the date of delivery of the written notice
from  the  Company described in clause (i) above. If the underwriter advises the
Company  that  marketing  considerations  require  a limitation on the number of
shares  offered  pursuant  to  any  registration statement, then the Company may
offer  all  of the securities it proposes to register for its own account or the
maximum  amount  that  the underwriter considers saleable and such limitation on
any  remaining  securities  that may, in the opinion of the underwriter, be sold
will  be  imposed  pro  rata  among all shareholders who are entitled to include
shares  in  such  registration  statement according to the number of Registrable
Securities  each  such shareholder requested to be included in such registration
statement.

     3.     Expenses  of  Registration.  The  Company shall pay all Registration
Expenses  (exclusive  of  underwriting  discounts  and  commissions) incurred in
connection  with  any  registration,  qualifica-tion  or  compliance pursuant to
Section  2  or  4.

     4.     Registration  Procedures.  In the case of each registration effected
by  the Company pursuant to this Agreement, the Company will keep each Holder of
Registrable  Securities  included  in such registration advised in writing as to


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the  initiation  of  each registration and as to the completion thereof.  At its
expense,  the  Company  will  do  the following for the benefit of such Holders:

          (a)  Keep  such  Registration  Statement  continuously effective under
the  Securities Act until the earlier of (i) the date on which all of the Shares
covered  by  the Registration Statement have been sold or (ii) the date on which
all  of  such Shares may be sold without restriction pursuant to Rule 144 of the
Securities  Act;

          (b)  Use  its  best  efforts  to  register  or qualify the Registrable
Securities covered by such registration under the applicable securities or "blue
sky"  laws  of  such  jurisdictions  as  the selling shareholders may reasonably
request;  provided,  that  the  Company  shall not be obligated to qualify to do
business  in  any  jurisdiction  where  it is not then so qualified or otherwise
required  to be so qualified or to take any action which would subject it to the
service  of  process in suits other than those arising out of such registration;

          (c)  Furnish  such  number  of  prospectuses  and  other  documents
incident  thereto  as  a  Holder  from  time  to  time  may  reasonably request;

          (e)  To  the  extent  then  permitted  under  applicable  professional
guidelines and standards, obtain a comfort letter from the Company's independent
public  accountants  in  customary  form  and  covering such matters of the type
custom-arily  covered  by  comfort  letters  and  an  opinion from the Company's
counsel  in  customary  form  and  covering such matters of the type customarily
covered  in  a  public  issuance  of  securities,  in each case addressed to the
Holders,  and  provide  copies  thereof  to  the  Holders;  and

          (f)  Permit  the  counsel  to  the  selling  shareholders  whose
ex-penses  are  being paid pursuant to Section 2 hereof to inspect and copy such
corporate  documents  as  he  may  reasonably  request.

     5.      Indemnification.

          (a)  The  Company  will,  and  hereby  does,  indemnify  each  Holder,
each  of  its officers, directors and partners, and each person controlling such
Holder  within  the meaning of Section 15 of the Securities Act or Section 20 of
the  Exchange  Act,  with  respect  to  which  registration,  qualifi-cation  or
compliance  has  been effected pursuant to this Agreement, and each underwriter,
if  any, and each person who controls such underwriter within the meaning of the
Securities  Act, against all claims, losses, damages and liabilities (or actions
in  respect thereof) arising out of or based on any untrue statement (or alleged
untrue  statement)  of  a  material  fact  contained in any prospectus, offering
circular  or  other  document  (including  any  related  registration statement,
notification  or  the  like) incident to any such registration, qualification or
compliance,  or  based  on any omission (or alleged omission) to state therein a
material  fact required to be stated therein or necessary to make the statements
therein not misleading, or any violation by the Company of the Securities Act or
the  Securities  Exchange  Act  of  1934,  as  amended  (the "Exchange Act"), or
securities  act  of any state or any rule or regulation thereunder applicable to
the  Company  and  relating  to  action  or inaction required of the Com-pany in
connection  with  any  such  registration, qualification or compliance, and will
reimburse  each  such  Holder, each of its officers, directors and partners, and


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each  person  controlling such Holder, each such underwriter and each person who
controls  any  such underwriter, for any legal and any other expenses reasonably
incurred  in  connection  with investigating and defending any such claim, loss,
damage, liability or action, whether or not resulting in any liability, provided
that the Company will not be liable in any such case to the extent that any such
claim,  loss,  damage,  liability  or  expense  arises out of or is based on any
untrue statement (or alleged untrue statement) or omission (or alleged omission)
based  upon  written  information  furnished  to  the  Company  by any Holder or
underwriter  and  stated  to  be  specifically  for  use  therein.

          (b)  Each  Holder  will,  if  Registrable  Securities  held  by it are
included  in  the  securities  as  to  which such registration, qualification or
compliance  is  being effected, indemnify the Company, each of its directors and
officers,  each  other  Holder  and  each  underwriter, if any, of the Company's
securities  covered  by  such a registration statement, each person who controls
the  Company  or  such  underwriter  within  the  meaning  of  Section 15 of the
Securities  Act  or Section 20 of the Exchange Act and the rules and regulations
thereunder,  each  other  such  Holder and each of their officers, directors and
partners,  and  each person controlling such Holder, against all claims, losses,
damages  and liabilities (or actions in respect thereof) arising out of or based
on  any  untrue  statement  (or  alleged  untrue  statement)  of a material fact
contained  in  any such registration statement, prospectus, offering circular or
other  document,  or  any  omission  (or  alleged  omis-sion) to state therein a
material  fact required to be stated therein or necessary to make the statements
therein  not  misleading,  and  will  reimburse  the  Company  and such Holder's
directors,  officers, partners, persons, underwriters or control persons for any
legal or any other expenses reasonably incurred in connection with investigating
or  defending  any such claim, loss, damage, liability or action, whether or not
resulting in liability, in each case to the extent, but only to the extent, that
such  untrue  state-ment  (or  alleged untrue statement) or omission (or alleged
omission)  is made in such registration statement, prospectus, offering circular
or  other  document  in reliance upon and in conformity with written information
furnished  to  the  Company by such Holder and stated to be specifically for use
therein;  provided, however, that the obligations of each Holder hereunder shall
be  limited to an amount equal to the lesser of (i) the net proceeds received by
such  Holder  upon  sale  of  his  securities and (ii) the product of the dollar
amount  of  such  claims,  losses,  damages  and  liabilities  multi-plied  by a
fraction,  the numerator of which is the number of shares sold by such Holder in
such  offering  and  the  denominator of which is the aggregate number of shares
sold  in  such  offering.

          (c)  Each  party  entitled  to  indemnification  under  this Section 5
(the  "Indemnified  Party")  shall  give notice to the party required to provide
indemni-fication  (the  "Indemnifying  Party")  promptly  after such Indemnified
Party has actual knowledge of any claim as to which indemnity may be sought, but
the  failure of any Indemnifying Party to give such notice shall not relieve the
Indemnifying  Party  of  its obligations under this Section 5 (except and to the
extent the Indemnifying Party has been prejudiced as a consequence thereof). The
Indemnifying Party will be entitled to participate in, and to the extent that it
may  elect  by  written notice delivered to the Indemnified Party promptly after
receiving  the  aforesaid notice from such Indemnified Party, at its expense to
assume,  the  defense  of  any such claim or any litigation resulting therefrom,
with  counsel  reasonably  satisfactory to such Indemnified Party, provided that
the  Indemnified  Party  may  participate  in  such  defense  at  its  expense,
notwithstanding  the  assumption  of such defense by the Indemnifying Party, and
provided,  further, that if the defendants in any such action shall include both
the Indemnified Party and the Indemnifying Party and the Indemnified Party shall
have  reasonably  concluded  that  there  may  be legal defenses available to it
and/or other Indemnified Parties which are different from or additional to those


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<PAGE>

available to the Indemnifying Party, the Indemnified Party or Parties shall have
the  right  to  select  separate  counsel  to  assert such legal defenses and to
otherwise  participate  in  the  defense  of  such  action  on  behalf  of  such
Indemnified  Party  or  Parties  and  the  reasonable  fees and expenses of such
counsel  shall  be paid by the Indemnifying Party. No Indemnifying Party, in the
defense  of any such claim or litigation, shall, except with the consent of each
Indemnified Party, consent to entry of any judgment or enter into any settlement
which  does  not  include  as  an  unconditional  term thereof the giving by the
claimant  or plaintiff to such Indemnified Party of a release from all liability
in respect to such claim or litigation. Each Indemnified Party shall (i) furnish
such  information  regarding  itself or the claim in question as an Indemnifying
Party  may  reasonably request in writing and as shall be reasonably required in
connection  with  defense  of  such claim and litigation resulting therefrom and
(ii)  shall  reasonably  assist  the  Indemnifying  Party  in  any such defense,
provided  that  the Indemnified Party shall be entitled to be reimbursed by this
Indemnifying  Party  for its out-of-pocket expenses paid in connection with such
assistance.

          (d)  No  Holder  shall  be  required  to participate in a registration
pursuant  to  which it would be required to execute an underwriting agreement in
connection  with  a  registration  effected  under  Section  2  that  imposes
indemni-fication  or  contribution  obligations on such Holder more onerous than
those imposed hereunder; provided, however, that the Company shall not be deemed
to  breach  the  provisions  of  Section  2  if  a  Holder  is  not permitted to
participate  in  a  registra-tion  on  account  of  his  refusal  to  execute an
underwriting  agreement  on  the  basis  of  this  subsection  (d).

     6.     Information  by  Holder.  Each  Holder  of  Registrable  Securities
included  in  any  registration  shall  furnish  to the Company such information
regarding  such  Holder  and  the  distribution  proposed  by such Holder as the
Company may reasonably request in writing and as shall be reasonably required in
connection  with  any  registration,  qualification or compliance referred to in
this  Agreement  or otherwise required by applicable state or federal securities
laws.

     7.     Limitations on Registration Rights.  From and after the date of this
Agreement,  the  Company  shall  not enter into any agreement with any holder or
prospective  holder  of  any  securities  of  the  Company giving such holder or
prospective  holder  (a) the right to require the Company, upon any registration
of  any of its securities, to include, among the securities which the Company is
then  register-ing,  securities  owned by such holder, unless under the terms of
such agreement, such holder or prospective holder may include such securities in
any  such  registration  only to the extent that the inclusion of its securities
will not limit the number of Registrable Securities sought to be included by the
Holders  of  Registrable Securities or reduce the offering price thereof; or (b)
the  right to require the Company to initiate any registration of any securities
of  the  Company.

     8.     Exception  to  Registration.  The  Company  shall not be required to
effect  a  registration  under  this  Agreement if (i) in the written opinion of
counsel  for  the  Company,  which  counsel and the opinion so rendered shall be
reasonably acceptable to the Holders of Registrable Securities, such Holders may
sell  without  registration  under the Securities Act the Registrable Securities
for which they requested registration under the provisions of the Securities Act
and  in  the manner and in the quantity in which the Registrable Securities were
proposed to be sold, or (ii) the Company shall have obtained from the Commission
a  "no-action"  letter  to  that  effect.


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<PAGE>

     9.      Rule  144  Reporting.  With a view to making available the benefits
of  certain  rules and regulations of the Commission that may permit the sale of
restricted  securities  (as  that  term is used in Rule 144 under the Securities
Act)  to  the  public  without  registration,  the  Company  agrees  to:

          (a)  make  and  keep  public  information available as those terms are
understood  and  defined  in  Rule  144  under  the  Securities  Act;

          (b)  use  its  best  efforts  to  file with the Commission in a timely
manner  all  reports  and  other  documents  required  of  the Company under the
Securi-ties  Act  and  the  Exchange  Act;  and

          (c)  so  long  as  an  Investor  owns  any  restricted  securities,
furnish  to  the  Investor  forthwith  upon  request  a written statement by the
Company  as to its compliance with the reporting requirements of Rule 144 and of
the  Securities  Act  and  Exchange  Act,  a  copy  of the most recent annual or
quarterly  report  of the Company, and such other reports and documents so filed
as  a  Investor  may  reasonably  request  in  availing  itself  of  any rule or
regulation  of  the  Commission  allowing a Investor to sell any such securities
without  registration.

     10.     Listing  Application.  If  shares  of  any  class  of  stock of the
Company shall be listed on a national securities exchange, the Company shall, at
its  expense, include in its listing application all of the shares of the listed
class  then  owned  by  any  Investor,  including  the  Shares.

     11.     Damages.  The  Company  recognizes  and  agrees  that the holder of
Registrable Securities shall not have an adequate remedy if the Company fails to
comply  with  the  provisions  of  this  Agreement, and that damages will not be
readily  ascertainable,  and  the  Company expressly agrees that in the event of
such  failure  any  Holder  of  Registrable Securities shall be entitled to seek
specific  perfor-mance  of  the  Company's  obligations  hereunder  and that the
Company  will  not oppose an application seeking such specific performance based
on  there  being  an  adequate  remedy  at  law.

     12.     Selection  of  Underwriter.  The  managing  underwriter  of  any
underwritten  public  offering  by  the  Company,  including  without limitation
pursuant  to  the provision of this Agreement, shall be selected by the Board of
Directors  of  the  Company.

     13.     Miscellaneous.

          (a)  Governing  Law.  This  Agreement  shall  be  deemed  to  be  a
contract  made  under  the  laws  of the State of New York, and for all purposes
shall be governed by, and construed and enforced in accordance with, the laws of
the  State of New York applicable to contracts to be made and performed entirely
within  the state and no defense given or allowed by the laws of any other state
or  country  shall be interposed in any action or proceeding herein, unless such
defense  is  also  given or allowed by the laws of the State of New York and not
waived  hereby.  The  courts  of  the  State  of  New  York shall have exclusive
jurisdiction  over  all  controversies  or  disputes relating to or arising with
respect  to  the  interpretation,  performance  or breach of this Agreement. The
parties  consent  to personal jurisdiction in the courts of such state and agree
that  process may be serviced upon them in any such action by registered mail at
the  address set forth below its signature hereon as such address may be changed
from  time to time in accordance with Section 15(e) or otherwise as permitted by
New  York  law.


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<PAGE>

          (b)  WAIVER  OF  TRIAL  BY  JURY.  THE  PARTIES  HERETO,  HAVING FULLY
CONSIDERED  THE  CONSEQUENCES  THEREOF,  DO  HEREBY  WAIVE  TRIAL BY JURY IN ANY
PROCEEDING, CONTROVERSY OR DISPUTE RELATING TO OR ARISING OUT OF THIS AGREEMENT.

          (c)  Entire  Agreement.  This  Agreement  constitutes  the  full  and
entire  understanding  and  agreement  between  the  parties  with regard to the
subject  matter  hereof.

          (d)  Amendment.  No  supplement,  modification,  waiver or termination
of this Agreement shall be binding unless executed in writing by the party to be
bound  thereby.

          (e)  Notices,  etc.  All  notices,  requests,  demands,  consents,
approvals  and  other communications required or permitted to be given hereunder
shall  be  in  writing  and  shall  be  given  personally,  sent  by  facsimile
transmission  or  sent by prepaid air courier to the party at its address or fax
number given below its signature to this Agreement. Any notice so given shall be
deemed  to  have  been  given  when  received.  Any  notice required to be given
hereunder  to  an Investor may also be given to the designated representative of
such Investor. A copy of any notice given hereunder shall be simultaneously sent
to  counsel  for  the  respective  parties,  as  follows:

               If  to  counsel  for  the  Company:

               Morrison  Cohen  Singer  &  Weinstein,  LLP
               750  Lexington  Avenue
               New  York,  New  York  10022
               Attention:  Jay  W.  Seeman/Michael  Connolly
               Fax:  (212)  735-8708

               If  to  counsel  for  the  Investors  and  GEM:

               Kaplan  Gottbetter  &  Levenson,  LLP
               630  Third  Avenue
               New  York,  New  York  10017-6705
               Attention:  Adam  S.  Gottbetter
               Fax:  (212)  983-9210

          Any  party  hereto,  or  counsel  for any party hereto, may change the
address  and/or  fax  number  for  notices  intended  for  it by giving a notice
complying  with  this  paragraph to the parties hereto and to the other counsel,
but  such  notice  shall  not  be  effective  until  actually  received.

          (f)  Counterparts.  This  Agreement  may  be executed in any number of
counterparts,  each  of  which  may be executed by fewer than all of the parties
hereto  (provided  that  each  party executes one or more counterparts), each of
which  shall  be  enforceable  against  the  parties  actually  executing  such
counterparts,  and  all  of  which  together  shall  constitute  one instrument.


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<PAGE>

          (g)  Severability.  In  the  event  that  any  provision  of  this
Agreement  becomes  or  is  declared  by a court of competent jurisdiction to be
illegal,  unenforceable or void, this Agreement shall continue in full force and
effect  without  said  provision.

          (h)  Section  Titles.  Section  titles  are  for  descriptive purposes
only and shall not control or alter the meaning of the Agreement as set forth in
the  text.

          (i)  Successors  and  Assigns.  Except  as otherwise permitted hereby,
this  Agreement  shall  not be assigned by GEM or any other Investor without the
prior  written  consent of the Company. This Agreement shall be binding upon the
parties  hereto  and  their  respective  successors  and  assigns.


                   [Balance of Page Intentionally Left Blank]

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

                                    HERITAGE  WORLDWIDE,  INC.


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




                                    On  behalf of itself and the Investors
                                      listed on Schedule A:

                                    GEM  GLOBAL  YIELD  FUND  LTD.



                                    By:
                                         ---------------------------
                                         Authorized  Signatory
                                         Name





                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
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<PAGE>

                                   SCHEDULE A
                                   ----------



GEM  GLOBAL  YIELD  FUND
GEM  SINGAPORE,  LTD.
OCEAN  STRATEGIC  HOLDINGS  LTD.
GLOBAL  STRATEGIC  HOLDINGS  LTD.



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