Exhibit  10.3
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                            WARRANT ESCROW AGREEMENT
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     ESCROW  AGREEMENT  dated as of March 1, 2003, by and among GEM GLOBAL YIELD
FUND,  a Nevis, West Indies entity ("GEM"), HERITAGE WORLDWIDE, INC., a Delaware
corporation  ("HWWI"), MILO FINCANCE S.A., a Luxembourg limited liability entity
("MILO"),  and  Morrison  Cohen  Singer  &  Weinstein, LLP (the "Escrow Agent").

     WHEREAS,  GEM,  HWWI and MILO are parties to an Acquisition Agreement dated
as  of February 28, 2003, pursuant to which, among other things, HWWI has agreed
to  issue warrants to purchase common stock of HWWI, part value $0.001 per share
("Common Stock"), to GEM on the terms and subject to the conditions set forth in
Section  12  of  the  Acquisition  Agreement;  and

     WHEREAS,  in  accordance  with the terms of the Acquisition Agreement, HWWI
has delivered the Warrants (as defined below) to the Escrow Agent, to be held in
escrow  pursuant  to  this  Agreement,

     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.  Defined  Terms.  Capitalized  terms  used  and  not  otherwise
defined  in this Agreement shall have the meanings ascribed to such terms in the
Acquisition  Agreement,  but the Acquisition Agreement shall not be or be deemed
to  be  part  of  this  Agreement.

     2.  Deposit  of  Warrants.  Concurrently with the execution and delivery of
this  Agreement,  HWWI  has  deposited  with  the Escrow Agent ten (10) Warrants
("Warrants"),  its  Warrants Nos. W-01 to W-05 ("First Investment Warrants") and
its  Warrants Nos. W-06 to W-10 ("Second Investment Warrants") (collectively the
"Warrants"). Each Warrant entitles the holder thereof to purchase 100,000 shares
of  Common  Stock  of  HWWI. The Escrow Agent hereby acknowledges receipt of the
Warrants.

     3.  Delivery  of  Warrants.

          (a) Within five (5) business days following the First Expiration Date,
HWWI  shall  give  notice  to the Escrow Agent and to GEM, stating the aggregate
amount of investment made in HWWI on or before 5:00 p.m. of the First Expiration
Date  ("First  Investment").

          (b)  Within  five (5) business days thereafter, the Escrow Agent shall
deliver  to GEM, in numerical order, one Warrant for each full $100,000 of First
Investment.

          (c)  If  the  First  Investment  is equal to $500,000, then the Escrow
Agent  shall  deliver  to  GEM  all  the  First  Investment  Warrants.

          (d)  If  the  First Investment exceeds $500,000, then the Escrow Agent
shall  deliver  to  GEM  all  of the First Investment Warrants and, in numerical
order,  one  of the Second Investment Warrants for each additional full $100,000
of  First  Investment  exceeding  $500,000,  retaining  in  the  Escrow  Agent's
possession  the  remaining  Second  Investment  Warrants.


<PAGE>

          (e)  If  the  First  Investment is less than $500,000, then the Escrow
Agent  shall  deliver  to GEM one of the First Investment Warrants for each full
$100,000 of First Investment and simultaneously shall deliver the balance of the
First  Investment  Warrants  to  HWWI.

          (f)  If  there  shall  be no First Investment or a First Investment of
less  than  a  full  $100,000,  then  all the First Investment Warrants shall be
delivered  to  HWWI within five (5) business days following the First Expiration
Date.

          (g)  Within  five  (5)  business  days following the Second Expiration
Date,  HWWI  shall  give  notice  to  the  Escrow  Agent  and to GEM stating the
aggregate  investment  amount made in HWWI between the First Expiration Date and
5:00  p.m.  on  the  Second  Expiration  Date.

          (h)  Within  five  (5) business days thereafter the Escrow Agent shall
deliver  to  GEM one of the Second Investment Warrants for each full $100,000 of
Second  Investment.

          (i) If the Second Investment is equal to or exceeds $500,000, then the
Escrow  Agent  shall deliver to GEM all the Second Investment Warrants remaining
in  the  Escrow  Agent's  possession.

          (j)  If  the  Second Investment is less than $500,000, then the Escrow
Agent  shall  deliver  to  GEM, in numerical order, one of the Second Investment
Warrants  for each full $100,000 of Second Investment and, simultaneously, shall
deliver  the  balance  (if  any)  of  the  Second  Investment  Warrant  to HWWI.

          (k)  If there shall be no Second Investment, or a Second Investment of
less  than  a  full  $100,000, then all the remaining Second Investment Warrants
shall  be  delivered  to HWWI within five (5) business days following the Second
Expiration  Date.

          (l)  Simultaneously  with  each delivery of Warrants, the Escrow Agent
shall  give  notice  to  HWWI  and  to  GEM of the deliveries that it is making.

     4.  Terms  and  Conditions  of  the  Escrow  Agent's  Duties.

          (a) The duties and obligations of the Escrow Agent shall be determined
solely  by  the  provisions  of this Agreement and the Escrow Agent shall not be
liable  except  for  the  willfully wrongful or grossly negligent performance or
nonperformance  of  its  duties  as  such  are  specifically  set  forth herein.

          (b)  HWWI  and  GEM,  jointly  and  severally, shall (a) indemnify the
Escrow  Agent  for,  and  hold  the  Escrow  Agent  harmless  against, any loss,
liability, cost or expense, including, but not limited to, reasonable attorney's
fees  and  disbursements  except for the willfully wrongful or grossly negligent
acts  or  omissions  on  the  part  of  the Escrow Agent in connection with such
performance; and (b) reimburse the Escrow Agent for all expenses incurred by the
Escrow  Agent  in  the  performance  of  its  duties  hereunder. Except for such
indemnity  and reimbursement of costs and expenses, the Escrow Agent shall serve
without  compensation.


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          (c)  The duties and obligations of the Escrow Agent shall be only such
as  are  herein  specifically provided and are purely ministerial in nature. The
Escrow  Agent shall be under no responsibility in respect of any of the Warrants
deposited  with  it  other  than to follow the express provisions of this Escrow
Agreement  with  respect  thereto  or  as otherwise provided in subparagraph (h)
hereof. The Escrow Agent shall not be required to institute legal proceedings of
any  kind.

          (d) The Escrow Agent may rely on any notice, instruction, certificate,
request  or  other  instrument  which it believes to be genuine and to have been
signed  or presented by a proper person or persons, and shall be fully protected
in  acting  in  accordance  therewith.

          (e)  In  the  event that the Escrow Agent shall be uncertain as to its
duties,  or  rights or obligations hereunder, or shall receive instructions from
any  other party hereto with respect to the subject matter hereof, which, in its
opinion,  are  ambiguous  or  in  conflict  with  any  of the provisions of this
Agreement,  the Escrow Agent shall be entitled to refrain from taking any action
(i)  until  it shall be directed otherwise in a writing jointly executed by HWWI
and GEM or (ii) until the Escrow Agent shall be directed otherwise by a judgment
or  order  of  a  court  of  competent  jurisdiction.

          (f) The Escrow Agent may seek the advice of legal counsel in the event
of  any  dispute or question as to (i) the construction of any of the provisions
of  this  Escrow Agreement or (ii) the Escrow Agent's duties hereunder and shall
incur  no  liability  and shall be fully protected and indemnified in respect of
any  action  taken or omitted by the Escrow Agent in accordance with the opinion
of  such  counsel.  For  the sake of clarity, the fees and disbursements of such
counsel  shall constitute a reimbursable expense under subparagraph 4(b) hereof.

          (g) The parties acknowledge that the Escrow Agent in its capacity as a
law  firm has acted as attorney for MILO, persons affiliated with MILO and their
respective  shareholders,  officers  and  directors,  in  connection  with  the
Acquisition Agreement and the transactions contemplated thereby, and will act as
counsel  to  HWWI,  one  or  more  of  its subsidiaries and various officers and
directors  of  HWWI and such subsidiaries after the issuance of the Warrants and
their  placement  in escrow with the Escrow Agent. The appointment of the Escrow
Agent as such has been made notwithstanding such knowledge. The Escrow Agent, in
its  capacity  as  a  law  firm,  may  continue  to  represent any or all of the
foregoing  persons  and  entities  for  any and all purposes notwithstanding its
position  as  the  Escrow  Agent,  including,  without  limitation, any disputes
between  or among them, subject, in all cases to the Disciplinary Rules to which
it  and  the attorneys therein are subject, as attorneys, and to such other laws
as  may  (be)  applicable.

          (h)  The  Escrow Agent in its sole discretion may (a) resign as escrow
agent  hereunder upon not less than thirty (30) days notice to the other parties
hereto,  in  which  event  the  Escrow Agent's sole duty shall be to deliver the
Warrants  then held by it to a substitute escrow agent jointly appointed by HWWI
and  GEM,  provided  that  such  resignation  shall not take effect until such a
substitute  escrow agent has been so appointed; or (b) institute an interpleader
action  in  a  court  of  competent  jurisdiction  and, in connection therewith,
deliver  the  Warrants  then  held  by  it  to such court in accordance with the
procedures  applicable  therein.


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     5.  Termination.  This  Agreement  shall  terminate  when  the Escrow Agent
shall  have  delivered all the Warrants in accordance with the terms hereof, but
such termination shall not affect the Escrow Agent's right to indemnification as
provided  herein.

     6.  Notices.  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 a GEM may also be given
to  the  designated  representative of GEM. A copy of any notice given hereunder
shall  be simultaneously sent to counsel for the respective parties, as follows:

         If  to  counsel  for  MILO  and  HWWI:

         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  GEM:

         Kaplan  Gottbetter  &  Levenson,  LLP
         630  Third  Avenue
         New  York,  New  York  10017-6705
         Attention:  Adam  S.  Gottbetter,  Esq.
         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.

     7.  Entire Agreement. This Agreement constitutes the entire agreement among
the parties with respect to the escrow of the Warrants, the terms and conditions
of  the  delivery  thereof  and  the terms and conditions under which the Escrow
Agent shall act as escrow agent. No provision hereof may be amended, modified or
waived  except  in  writing,  executed  by  all parties hereto (including Escrow
Agent).  This  Agreement  supercedes all prior negotiations, representations and
agreements  made  by  and  among  the parties with respect to the subject matter
referred  to  above. The illegality of any provision of this Agreement shall not
render any other provision hereof illegal or otherwise effect the enforceability
of  this  Agreement.

     8.  Binding  Effect; Benefits. This Agreement shall inure to the benefit of
and  be  binding  upon  the  parties  hereto  and  their  respective  heirs,
administrators,  executors,  successors  and  permitted assigns. Nothing in this
Agreement,  express  or  implied, is intended to confer on any person other than
the  parties  hereto  or  their  respective  heirs,  administrators,  executors,
successors  and  permitted  assigns,  any  rights,  remedies,  obligations  or
liabilities.


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     9.  Governing  Law and Jurisdiction. 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 out of
this  Agreement,  including  without  limitation,  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
served  upon  them  in  any such action by prepaid air courier with simultaneous
notice to such parties' counsel herein named, at the address set forth herein or
on  the signature page hereto, or in any other manner permitted by New York law.

     10.  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.

     11.  Assignment.  Except as provided in paragraph 4(h) hereof, with respect
to  the  Escrow Agent, neither this Agreement nor any right hereunder or derived
herefrom,  may be assigned by any party hereto without the prior written consent
of  the  other parties hereto (including, without limitation, the Escrow Agent).

     12. No Delegation. Except as provided in paragraph 4(h) hereof with respect
to the Escrow Agent, no party hereto may delegate any duty or obligation arising
hereunder  without  the  prior  written  consent  of  the  other parties hereto.

     13.  Headings.  Headings  in this Agreement are for reference purposes only
and  shall  not  be  deemed  to  have  any  substantive  effect.

     14.  Counterparts.  This  Agreement  may  be  executed  in  any  number  of
counterparts,  each  of  which  shall  be  deemed  an original, but all of which
together  shall  be  deemed  to  be  one  and  the  same  instrument.

     15.  Facsimile  Signatures.  This Agreement may be signed by facsimile copy
and  shall  be  valid  and  binding upon delivery by facsimile of a signed copy.

                   [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.


                                  ---------------------------
                                  Name:
                                  Title:
                                  Company  Address:
                                  Company  Fax  Number


                                  MILO  FINANCE  S.A.


                                  ---------------------------
                                  Name:
                                  Title:
                                  Company  Address:
                                  Company  Fax  Number:


                                  GEM  GLOBAL  YIELD  FUND


                                  ---------------------------
                                  Name:
                                  Title:
                                  Company  Address:
                                  Company  Fax  Number:


                                  MORRISON  COHEN  SINGER  &  WEINSTEIN,  LLP


                                   ---------------------------
                                   Name:
                                   Firm  Address:      750  Lexington  Avenue
                                                       New  York,  NY  10022
                                   Firm  Fax  Number:  1-212-735-8708






                      [SIGNATURE PAGE TO ESCROW AGREEMENT]

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