Exhibit  10.5
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                        RESTRICTED STOCK ESCROW AGREEMENT
                        ---------------------------------

     RESTRICTED  STOCK  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 FINANCE, S.A., a Luxembourg limited
liability  entity  ("MILO"),  and KAPLAN GOTTBETTER & LEVENSON, LLP (the "Escrow
Agent").

     WHEREAS,  GEM,  HWWI and MILO are parties to an Acquisition Agreement dated
as  of February 28, 2003 (the "Acquisition Agreement"), pursuant to which, among
other  things,  HWWI  has  issued warrants to purchase common stock of HWWI (the
"Warrants"),  par  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;

     WHEREAS, the Warrants provide that GEM and any other holder of the Warrants
may  not  sell or transfer the Common Stock issuable on exercise of the Warrants
prior  to  March  1,  2005  without  the  prior  written consent of the Board of
Directors  of  HWWI;

     WHEREAS,  GEM, HWWI and MILO are parties to a Stockholders' Agreement dated
as  of March 1, 2003 (the " Stockholders' Agreement"), pursuant to which GEM and
certain  other  stockholders of HWWI (the "Restricted Stockholders") have agreed
to  certain restrictions on the sale or transfer of their HWWI Common Stock; and

     WHEREAS, GEM and the Restricted Stockholders have agreed to place in escrow
their  HWWI  Common Stock in order to permit the enforcement of the restrictions
on  sale  or  transfer  of  their  HWWI  Common  Stock.

     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  or  the  Stockholders'  Agreement,  but the Acquisition Agreement and
Stockholders  Agreement  shall not be or be deemed to be part of this Agreement.

     2.     Deposits  of  Shares.

          (a)  Concurrently  with  the execution and delivery of this Agreement,
GEM  and  the  Restricted  Stockholders  have  deposited  with  the Escrow Agent
certificates  representing  the  aggregate  of  1,998,000  shares of HWWI Common
Stock,  in  the  amounts per stockholder set forth in Schedule A attached hereto
(the  "Deposited  Shares").  The Escrow Agent hereby acknowledges receipt of the
Deposited  Shares.

          (b)  GEM  and the other holders of the Warrants consent and agree that
any  certificates for HWWI Common Stock issued upon the exercise of the Warrants
(the  "Warrant Shares") at any time prior to March 1, 2005 shall be delivered to
the  Escrow  Agent  to  be  held  by  the  Escrow Agent subject to the terms and
conditions  of this Agreement. The transfer agent of HWWI shall be instructed by


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GEM  and  HWWI to deliver the Warrant Shares to the Escrow Agent in the event of
any  exercise  of  the  Warrants  prior  to  March  1,  2005.

     3.     Delivery  of  Deposited  Shares  and  Warrant  Shares.

          (a)  (i)  During the one hundred twenty (120) days after the effective
date  of  this  Agreement  (the "First Restricted Period"), GEM may request upon
notice  given  hereunder that the Escrow Agent deliver to GEM and the Restricted
Stockholders  certificates  for  an  aggregate  of up to one million (1,000,000)
Deposited  Shares. Promptly after receipt of such notice, the Escrow Agent shall
deliver  certificates  for  the  Deposited  Shares  so  requested  to GEM or the
Restricted  Stockholders,  in the amounts requested by GEM. The Deposited Shares
delivered to GEM and the Restricted Stockholders may be sold or transferred free
of all restrictions set forth in the Stockholders' Agreement. The balance of the
Deposited  Shares  shall remain in escrow subject to the terms and conditions of
the  Stockholders'  Agreement  and  this  Agreement.

               (ii) During the one hundred twenty (120) days following the First
Restricted  Period (the "Second Restricted Period"), GEM may request upon notice
given  hereunder  that  the  Escrow  Agent  deliver  to  GEM  and the Restricted
Stockholders  certificates  for  an  aggregate of up to one million five hundred
thousand  (1,500,000) Deposited Shares, including any Deposited Shares delivered
pursuant  to  section 3(a)(i) above during the First Restricted Period. Promptly
after  receipt  of  such notice, the Escrow Agent shall deliver certificates for
the  Deposited Shares so requested to GEM or the Restricted Stockholders, in the
amounts  requested  by  GEM.  The  Deposited  Shares  delivered  to  GEM and the
Restricted  Stockholders may be sold or transferred free of all restrictions set
forth  in the Stockholders' Agreement. The balance of the Deposited Shares shall
remain  in  escrow  subject  to  the  terms  and conditions of the Stockholders'
Agreement and this Agreement. At the expiration of the Second Restricted Period,
the  Escrow  Agent  shall  deliver  the  balance of the Deposited Shares held by
Escrow  Agent  to  the  registered  owners  of  the  Deposited  Shares.

          (b) On March 1, 2005, the Escrow Agent shall deliver to the registered
owners  thereof  any  and all certificates for Warrant Shares held by the Escrow
Agent  on  such  date.

     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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<PAGE>

          (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 Deposited
Shares  or the Warrant Shares deposited with it other than to follow the express
provisions  of this Restricted Stock 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 MILO,
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  Restricted  Stock  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 HWWI, GEM and the Restricted Shareholders and
their  shareholders,  officers and directors, in connection with the Acquisition
Agreement  and  the transactions contemplated thereby, and may act as counsel to
HWWI,  GEM  and  the  Restricted Shareholders after the deposit of the Deposited
Shares  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
Deposited Shares and Warrant Shares then held by it to a substitute escrow agent
jointly  appointed  by  MILO, 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 Deposited Shares and Warrant Shares 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 Deposited Shares and Warrant Shares 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 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  HWWI  and  MILO:

          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 Deposited Shares and Warrant
Shares,  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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<PAGE>

     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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<PAGE>

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

                                  HERITAGE  WORLDWIDE,  INC.


                                  By:
                                      --------------------------------
                                      Name:
                                      Title:
                                      712  5th  Avenue,  7th  Floor
                                      New  York,  NY  10019
                                      Company  Fax  Number:


                                  MILO  FINANCE,  S.A.


                                  By:
                                      --------------------------------
                                      Name:
                                      Title:
                                      2  rue  Jean  Engling
                                      LX  1510  Luxembourg
                                      Luxembourg
                                      Company  Fax  Number:


                                  GEM  GLOBAL  YIELD  FUND


                                  By:
                                      --------------------------------
                                      Name:
                                      Title:
                                      38 Hertford St.
                                      London  W1Y7TG
                                      Company  Fax  Number:





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<PAGE>

Accepted  and  Agreed:

                                  GEM  SINGAPORE  LTD.

                                  By:
                                      --------------------------------
                                      38 Hertford St.
                                      London  W1Y7TG
                                      Company  Fax  Number:


                                  GLOBAL  STRATEGIC  HOLDINGS  LTD.

                                  By:
                                      --------------------------------
                                      38 Hertford St.
                                      London  W1Y7TG
                                      Company  Fax  Number:


                                  OCEAN  STRATEGIC  HOLDINGS  LTD.

                                  By:
                                      --------------------------------
                                      38 Hertford St.
                                      London  W1Y7TG
                                      Company  Fax  Number:


                                  KAPLAN  GOTTBETTER  &  LEVENSON,  LLP


                                  By:
                                      --------------------------------
                                      Name:
                                      Firm  Address:     630  Third  Avenue
                                                         New  York,  NY  10017
                                      Firm  Fax Number:  1-212-983-9210



              [SIGNATURE PAGE TO RESTRICTED STOCK ESCROW AGREEMENT]



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