Exhibit  10.4
--------------

                WARRANT ISSUED PURSUANT TO ACQUISITION AGREEMENT

                                                       Dated as of March 1, 2003


     THE  SECURITIES  REPRESENTED  HEREBY  HAVE  NOT  BEEN  REGISTERED UNDER THE
     SECURITIES  ACT OF 1933, AS AMENDED, OR THE SECURITIES LAW OF ANY STATE AND
     MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN
     EFFECTIVE  REGISTRATION  STATEMENT  UNDER  SUCH  ACT  AND  APPLICABLE STATE
     SECURITIES  LAWS  OR  PURSUANT  TO  AN  APPLICABLE  EXEMPTION  FROM  THE
     REGISTRATION  REQUIREMENTS  OF  SUCH  ACT  AND  SUCH  LAWS.



W-[01]                                            Warrant  to  Purchase  100,000
                                                          Shares of Common Stock

                            HERITAGE WORLDWIDE, INC.

                          COMMON STOCK PURCHASE WARRANT

                            Void after March 1, 2008

     HERITAGE  WORLDWIDE,  INC.,  a Delaware corporation (the "Company"), hereby
certifies  that for value received ________________________________________ (the
"Holder"),  is  entitled  to  purchase,  subject  to  the  terms  and conditions
hereinafter  set  forth,  at any time or from time to time beginning on March 1,
2003  and  ending  prior to 5:00 P.M., New York City time, on March 1, 2008 (the
"Expiration  Date")  100,000  shares  of  Common Stock, at an exercise price per
share  of  $1.00  per  share,  subject  to  adjustment  as  provided herein (the
"Purchase Price").  This Warrant is issued pursuant to the Acquisition Agreement
dated  February  28,  2003  among  the  Company, Poly Implant Protheses, S.A., a
French  limited  liability  company,  and  the  other  parties  thereto.

     1.     Definitions.  For  the purposes of this Warrant, the following terms
shall  have  the  meanings  set  forth  below:

          "Business  Day"  shall  mean  any day other than a Saturday, Sunday or
other  day  on  which commercial banks in the City of New York are authorized or
required  by  law  or  executive  order  to  close.

          "Closing Price" shall mean, with respect to each share of Common Stock
for  any  day,  (a) the last reported sale price regular way or, in case no such
sale  takes  place  on such day, the average of the closing bid and asked prices
regular  way,  in  either  case as reported on the principal national securities
exchange  on  which the Common Stock is listed or admitted for trading or (b) if


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the  Common  Stock  is  not  then  listed or admitted to trading on any national
securities  exchange,  the closing bid price per share as reported by NASDAQ, or
(c) if the Common Stock is not then listed or admitted to trading on the NASDAQ,
the  closing bid price per share of the Common Stock on such date as reported on
the  OTCBB or if there is no such price on such date, then the last bid price on
the  date  nearest preceding such date, or (d) if the Common Stock is not quoted
on  the OTCBB, the closing bid price for a share of Common Stock on such date in
the  over-the-counter  market  as  reported  by  the  National  Quotation Bureau
Incorporated  (or  similar organization or agency succeeding to its functions of
reporting  prices).

          "Common  Stock"  means the common stock, par value $.001 per share, of
the  Company,  and  any  class  of  stock  resulting  from successive changes or
reclassification  of  such  Common  Stock.

          "Company" has the meaning ascribed to such term in the first paragraph
of  this  Warrant.

          "Current  Market  Price"  shall  be  determined  in  accordance  with
Subsection 3(b).

          "Exercise  Date"  has  the meaning ascribed to such term in Subsection
2(d).

          "Expiration  Date"  has the meaning ascribed to such term in the first
paragraph  of  this  Warrant.

          "Issued  Warrant  Shares" means any shares of Common Stock issued upon
exercise  of  the  Warrant.

          "NASDAQ"  shall  mean  the Automatic Quotations System of the National
Association  of  Securities  Dealers,  Inc.

          "Person"  shall  mean  any  individual,  firm,  corporation,  limited
liability  company,  partnership,  trust,  incorporated  or  unincorporated
association,  joint  venture,  joint  stock company, government (or an agency or
political  subdivision  thereof)  or other entity of any kind, and shall include
any  successor  (by  merger  or  otherwise)  of  such  entity.

          "Purchase  Price"  has  the meaning ascribed to such term in the first
paragraph  of  this  Warrant.

          "Warrant"  shall  mean  this Warrant and any subsequent Warrant issued
pursuant  to  the  terms  of  this  Warrant.

          "Warrant Register" has the meaning ascribed to such term in Subsection
6(c).

     2.     Exercise  of  Warrant.

          (a)  Exercise. This Warrant may be exercised, in whole or in part (but
not  in  denominations  of  fewer  than  10,000 shares of Issued Warrant Shares,
except upon an exercise of this Warrant with respect to the remaining balance of
Issued  Warrant  Shares  purchasable  hereunder at the time of exercise), at any


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<PAGE>

time  or  from  time  to time during the period beginning on the date hereof and
ending  on  the Expiration Date, by surrendering to the Company at its principal
office this Warrant, with the form of Election to Purchase Shares (the "Election
to  Purchase  Shares")  attached hereto as Exhibit A duly executed by the Holder
and  accompanied  by  payment  of the Purchase Price for the number of shares of
Common  Stock  specified  in  such  form.

          (b)  Delivery of Shares; Payment of Purchase Price. Within twenty (20)
Business  Days  after  surrender  of  this  Warrant  and receipt of payment, the
Company  shall  promptly  issue  and  deliver  to  the  Holder  a certificate or
certificates  for the number of shares of Common Stock set forth in the Election
to  Purchase  Shares, in such name or names as may be designated by such Holder,
along  with  a  check  for  the amount of cash to be paid in lieu of issuance of
fractional  shares,  if  any.  Payment  of  the  Purchase  Price  may be made as
follows:  (i) by wire transfer in same day funds to an account in a bank located
in  the  United States designated by the Company, (ii) in United States currency
by cash or (iii) delivery of a certified check or official bank draft drawn on a
member  of  the  New York Federal Reserve Clearing House payable to the order of
the  Company.

          (c)  Partial  Exercise. If this Warrant is exercised for less than all
of  the shares of Common Stock purchasable under this Warrant, the Company shall
cancel  this  Warrant upon surrender hereof and shall execute and deliver to the
Holder a new Warrant of like tenor for the balance of the shares of Common Stock
purchasable  hereunder.

          (d)  When  Exercise  Effective.  The exercise of this Warrant shall be
deemed  to have been effective immediately prior to the close of business on the
Business  Day  on which this Warrant is surrendered to and the Purchase Price is
received  by the Company as provided in this Section 2 (the "Exercise Date") and
the  Person  in  whose  name any certificate for shares of Common Stock shall be
issuable  upon such exercise, as provided in Subsection 2(b), shall be deemed to
be  the  record  holder  of  such shares of Common Stock for all purposes on the
Exercise  Date.

     3.     Adjustment  of  Purchase  Price  and  Number of Shares. The Purchase
Price  and  the  number of shares of Common Stock issuable upon exercise of this
Warrant shall be adjusted from time to time upon the occurrence of the following
events:

          (a)  Dividend,  Subdivision, Combination or Reclassification of Common
Stock.  If  the  Company  shall, at any time or from time to time, (i) declare a
dividend  on  the Common Stock payable in shares of its capital stock (including
Common  Stock), (ii) subdivide the outstanding Common Stock into a larger number
of  shares  of  Common  Stock, (iii) combine the outstanding Common Stock into a
smaller  number  of  shares of its Common Stock, or (iv) issue any shares of its
capital  stock  in  a  reclassification  of the Common Stock (including any such
reclassification  in  connection  with  a  consolidation  or merger in which the
Company  is  the  continuing  corporation), then in each such case, the Purchase
Price  in  effect  at  the  time  of the record date for such dividend or of the
effective  date  of  such  subdivision, combination or reclassification, and the
number  and  kind  of  shares  of  capital  stock issuable on such date shall be
proportionately  adjusted so that the Holder of any Warrant exercised after such
date  shall be entitled to receive, upon payment of the same aggregate amount as
would  have  been  payable  before  such  date, the aggregate number and kind of
shares  of  capital  stock which, if such Warrant had been exercised immediately


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<PAGE>

prior  to  such  date,  such Holder would have owned upon such exercise and been
entitled  to  receive  by  virtue  of such dividend, subdivision, combination or
reclassification.  Any  such adjustment shall become effective immediately after
the  record  date  of  such  dividend or the effective date of such subdivision,
combination  or  reclassification.  Such  adjustment  shall be made successively
whenever  any event listed above shall occur. If a dividend is declared and such
dividend  is  not  paid,  the  Purchase  Price shall again be adjusted to be the
Purchase Price in effect immediately prior to such record date (giving effect to
all  adjustments  that  otherwise  would be required to be made pursuant to this
Section  3  from  and  after  such  record  date).

          (b)  Determination  of  Current Market Price. The Current Market Price
per  share  of  Common Stock on any date shall be deemed to be the Closing Price
per  share  of  Common  Stock  on  the  day  immediately  preceding  the date of
determination.  If on any such date the shares of Common Stock are not listed or
admitted  for trading on any national securities exchange or quoted by NASDAQ or
a  similar  service,  then  the Current Market Price shall be determined in good
faith  by  the  Board  of  Directors  of  the  Company.

          (c)  De Minimis Adjustments. No adjustment in the Purchase Price shall
be  made  if  the  amount  of  such  adjustment  would result in a change in the
Purchase  Price  per share of less than 3%, but in such case any adjustment that
would  otherwise  be  required  to be made shall be carried forward and shall be
made  at  the  time  of  and together with the next subsequent adjustment, which
together with any adjustment so carried forward, would result in a change in the
Purchase  Price  of  3%  per  share  or  more.

          (d)  Adjustment  of Number of Shares Issuable Upon Exercise. Upon each
adjustment  of  the  Purchase  Price  as  a  result  of the calculations made in
Subsection  3(a) this Warrant shall thereafter evidence the right to receive, at
the  adjusted  Purchase Price, that number of shares of Common Stock (calculated
to  the  nearest  one-hundredth)  obtained  by  dividing  (x) the product of the
aggregate  number  of shares of Common Stock covered by this Warrant immediately
prior  to  such adjustment and the Purchase Price in effect immediately prior to
such  adjustment  of  the  Purchase  Price  by  (y) the Purchase Price in effect
immediately  after  such  adjustment  of  the  Purchase  Price.

          (e)  Reorganization,  Reclassification,  Merger and Sale of Assets. If
there  occurs  any  capital reorganization or any reclassification of the Common
Stock  of  the  Company, the consolidation or merger of the Company with or into
another Person (other than a merger or consolidation of the Company in which the
Company  is  the  continuing  corporation  and  which  does  not  result  in any
reclassification  or  change  of  outstanding shares of its Common Stock) or the
sale  or  conveyance of all or substantially all of the assets of the Company to
another Person, then the Holder will thereafter be entitled to receive, upon the
exercise  of this Warrant in accordance with the terms hereof, the same kind and
amounts  of  securities  (including  shares  of stock) or other assets, or both,
which  were issuable or distributable to the holders of outstanding Common Stock
of  the  Company  upon  such  reorganization,  reclassification,  consolidation,
merger,  sale or conveyance, in respect of that number of shares of Common Stock
then  deliverable  upon  the  exercise  of this Warrant if this Warrant had been
exercised  immediately  prior  to  such  reorganization,  reclassification,
consolidation,  merger,  sale  or conveyance; and, in any such case, appropriate
adjustments  (as  determined  in  good  faith  by  the Board of Directors of the
Company)  shall  be  made  to  assure  that  the  provisions  hereof  (including


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<PAGE>

provisions  with  respect  to changes in, and other adjustments of, the Purchase
Price)  shall  thereafter  be  applicable,  as  nearly  as  reasonably  may  be
practicable,  in  relation  to  any  securities  or  other  assets  thereafter
deliverable  upon  exercise  of  this  Warrant.

          (f) No Adjustment of Exercise Price in Certain Cases. No adjustment of
the  Exercise  Price  shall  be  made  upon  the  exercise  of  any  convertible
securities,  options,  rights,  or  warrants  outstanding as of the date of this
Agreement.

          (g)  Dividends  and Other Distributions. In the event that the Company
shall  at  any  time  prior  to  the exercise of all Warrants declare a dividend
(other than a dividend consisting solely of shares of Common Stock) or otherwise
distribute  to  its  stockholders  any  assets,  property,  rights, evidences of
indebtedness,  securities (other than shares of Common Stock), whether issued by
the  Company  or  by  another,  or  any other thing of value, the Holders of the
unexercised  Warrants shall thereafter be entitled, in addition to the shares of
Common  Stock  or  other  securities  and  property receivable upon the exercise
thereof,  to  receive,  upon  the  exercise of such Warrants, the same property,
assets,  rights,  evidences  of  indebtedness,  securities or any other thing of
value that they would have been entitled to receive at the time of such dividend
or  distribution as if the Warrants had been exercised immediately prior to such
dividend  or distribution. At the time of any such dividend or distribution, the
Company  shall make appropriate reserves to ensure the timely performance of the
provisions  of  this subsection 3(g). Nothing contained herein shall provide for
the  receipt  or  accrual by a Holder of cash dividends prior to the exercise by
such  Holder  of  the  Warrants.

     4.     Fractional Shares. Notwithstanding an adjustment pursuant to Section
3(d)  in  the  number  of  shares of Common Stock covered by this Warrant or any
other  provision  of  this  Warrant,  the Company shall not be required to issue
fractions  of shares upon exercise of this Warrant or to distribute certificates
which  evidence fractional shares. In lieu of fractional shares, the Company may
make  payment  to  the Holder, at the time of exercise of this Warrant as herein
provided,  of an amount in cash equal to such fraction multiplied by the Current
Market  Price  of  a  share  of  Common  Stock  on  the  Exercise  Date.

     5.     Replacement  of  Warrants. On receipt by the Company of an affidavit
of  an  authorized representative of the Holder stating the circumstances of the
loss,  theft,  destruction or mutilation of this Warrant (and in the case of any
such  mutilation, on surrender and cancellation of such Warrant), the Company at
its expense will promptly execute and deliver, in lieu thereof, a new Warrant of
like  tenor  which  shall  be  exercisable for a like number of shares of Common
Stock.  If  required  by the Company, such Holder must provide an indemnity bond
or  other  indemnity  sufficient  in  the judgment of the Company to protect the
Company from any loss which it may suffer if a lost, stolen or destroyed Warrant
is  replaced.

6.     Restrictions  on  Transfer.

          (a)  The  Holder  acknowledges  that  the Warrant and the Common Stock
issuable  upon  the  exercise  of  the Warrant has not been registered under the
Securities Act and may be transferred only pursuant to an effective registration
under  the  Securities  Act  or  pursuant  to  an  applicable exemption from the
registration requirements of the Securities Act. The Holder further acknowledges
that  the  certificates  representing  the  Issued Warrant Shares shall bear the
following  legend:


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<PAGE>

     THE  SECURITIES  REPRESENTED  BY  THIS CERTIFICATE HAVE NOT BEEN REGISTERED
     UNDER  THE  SECURITIES  ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE
     OFFERED,  SOLD,  PLEDGED,  HYPOTHECATED,  ASSIGNED  OR  TRANSFERRED  EXCEPT
     PURSUANT  TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (II) TO
     THE  EXTENT  APPLICABLE,  RULE  144  UNDER  THE ACT, OR (III) AN OPINION OF
     COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE
     ISSUER,  THAT  AN  EXEMPTION  FROM REGISTRATION UNDER THE ACT IS AVAILABLE.

          (b)  With  respect  to  a transfer that should occur prior to the time
that  the  Warrant  or  the  Common  Stock issuable upon the exercise thereof is
registered  under  the  Securities  Act, such Holder shall request an opinion of
counsel  (which  shall  be  rendered  by  counsel  reasonably  acceptable to the
Company)  that  the  proposed  transfer  may be effected without registration or
qualification  under  any  Federal  or  state  securities  or  blue  sky  law.

          (c) The Holder acknowledges and agrees that the Warrant and the Common
Stock  issuable  upon the exercise thereof may not be transferred or sold except
as  permitted  by  that  certain  Stockholders  Agreement among the Company, the
initial Holder hereof and certain others bearing even date herewith which, among
other things, relates to and restricts the transfer of certain securities of the
Company.

          (d)  The Company shall maintain a register (the "Warrant Register") in
its principal office for the purpose of registering the Warrant and any transfer
thereof,  which register shall reflect and identify, at all times, the ownership
of  any  interest in the Warrant. Upon the issuance of this Warrant, the Company
shall  record  the  name of the initial purchaser of this Warrant in the Warrant
Register  as  the  first  Holder. Upon surrender for registration of transfer or
exchange  of  this  Warrant together with a properly executed Form of Assignment
attached hereto as Exhibit B at the principal office of the Company, the Company
shall,  at  its  expense,  execute  and deliver one or more new Warrants of like
tenor which shall be exercisable for a like aggregate number of shares of Common
Stock,  registered  in  the  name  of the Holder or a transferee or transferees.

     7.     No  Rights  or  Liability  as  a  Shareholder. This Warrant does not
entitle  the Holder hereof to any voting rights or other rights as a shareholder
of  the  Company.  No provisions hereof, in the absence of affirmative action by
the  Holder  hereof  to  purchase Common Stock, and no enumeration herein of the
rights  or  privileges  of  the  Holder shall give rise to any liability of such
Holder  as  a  shareholder  of  the  Company.

     8.     Amendment  or  Waiver.  This  Warrant  and  any  term  hereof may be
amended,  waived,  discharged or terminated only by and with the written consent
of  the  Company  and  the  Holder.

     9.  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


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<PAGE>

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 Holder may also be
given  to  the  designated  representative of such Holder.  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  Holders:

          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.

     10.     Governing  Law.  This Warrant shall be governed by and construed in
accordance  with  the  laws  of  the  State  of  New York, without regard to the
principles  of  conflicts  of  law of such State (including giving effect to GOL
Section  5-1401).

     11.     Headings.  The  headings  in  this  Warrant  are for convenience of
reference  only  and  shall  not  limit  or otherwise affect the meaning hereof.


                   [Balance of Page Intentionally Left Blank.]


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     IN  WITNESS  WHEREOF,  this  Warrant  has been duly executed as of the date
first  above  written.

     HERITAGE  WORLDWIDE,  INC.


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








                           [SIGNATURE PAGE TO WARRANT]
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                                                          Exhibit A to Common
                                                          Stock Purchase Warrant
                                                          ----------------------

                                    [FORM OF]
                           ELECTION TO PURCHASE SHARES

     The  undersigned  hereby  irrevocably  elects  to  exercise  the Warrant to
purchase  _______  shares  of  common  stock, par value $.001 per share ("Common
Stock"),  of Heritage Worldwide, Inc (the "Company") and hereby makes payment of
$_______  therefor.  The  undersigned hereby requests that certificates for such
shares  be  issued  and  delivered  as  follows:

ISSUE  TO:
           --------------------------------------------------------------------
                                     (NAME)

--------------------------------------------------------------------------------
                          (ADDRESS, INCLUDING ZIP CODE)

--------------------------------------------------------------------------------
                  (SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER)

DELIVER  TO:
           --------------------------------------------------------------------
                                     (NAME)

--------------------------------------------------------------------------------
                          (ADDRESS, INCLUDING ZIP CODE)


     If  the  number of shares of Common Stock purchased hereby is less than the
number  of  shares  of  Common  Stock  covered  by  the Warrant, the undersigned
requests  that  a  new Warrant representing the number of shares of Common Stock
not  purchased  be  issued  and  delivered  as  follows:

ISSUE  TO:
           ---------------------------------------------------------------------
                                (NAME OF HOLDER)


--------------------------------------------------------------------------------
                          (ADDRESS, INCLUDING ZIP CODE)

--------------------------------------------------------------------------------
                  (SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER)

DELIVER  TO:
           ---------------------------------------------------------------------
                                (NAME OF HOLDER)

--------------------------------------------------------------------------------
                          (ADDRESS, INCLUDING ZIP CODE)

Dated:                                         [NAME  OF  HOLDER(1)]
        ------------------------------
                                               By:
                                                   -----------------------------
                                                   Name:
                                                   Title:

(1)  Name  of Holder must conform in all respects to name of Holder as specified
on  the  face  of  the  Warrant



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<PAGE>

                                                          Exhibit B to Common
                                                          Stock Purchase Warrant
                                                          ----------------------


                              [FORM OF] ASSIGNMENT

     FOR  VALUE  RECEIVED,  the undersigned hereby sells, assigns, and transfers
unto  the  Assignee(s)  named  below  all  of  the  rights of the undersigned to
purchase  common  stock, par value $.001 per share ("Common Stock"), of Heritage
Worldwide, Inc. represented by the Warrant, with respect to the number of shares
of  Common  Stock  set  forth  below:

Name  of  Assignee               Address                         No.  of  Shares
------------------               --------                        ---------------







and  does hereby irrevocably constitute and appoint ____________________________
Attorney  to  make  such  transfer  on  the  books  of  Heritage Worldwide, Inc.
maintained  for  that  purpose, with full power of substitution in the premises.

Dated:                                          [NAME  OF  HOLDER (1)]
      --------------------------------

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


(1)  Name  of Holder must conform in all respects to name of Holder as specified
on  the  face  of  the  Warrant.



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