Exhibit  10.1
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                             STOCKHOLDERS' AGREEMENT
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     STOCKHOLDERS'  AGREEMENT  dated  as of March 1, 2003, by and among HERITAGE
WORLDWIDE,  INC.,  a Delaware corporation (the "Company"), GEM Global Yield Fund
("GEM"),  a Nevis, West Indies entity, each of the other Restricted Stockholders
(as  hereafter defined) listed on Schedule A to this Agreement, and MILO FINANCE
S.A.,  a  Luxembourg  limited  liability  entity  ("MILO").

     WHEREAS,  the Stockholders (as hereinafter defined) currently own shares of
Common  Stock  (as  hereinafter  defined)  of  the  Company,

     WHEREAS, ten (10) Warrants (as hereinafter defined) to purchase additional
shares  of  Common  Stock  have  been  issued  in  the name of GEM and have been
delivered  to  the  Escrow  Agent  pursuant  to  the  Escrow  Agreement (each as
hereinafter  defined);

     WHEREAS, the Escrow Agreement sets forth the terms upon which the Warrants
shall either be delivered to GEM or returned to the Company; and

     WHEREAS, the parties agree that this Agreement is in the best interests of
the Company and the parties and will promote harmonious relationships among them
with respect to conduct of the business of the Company;

     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.  As  used  in  this  Agreement,  the following capitalized
terms shall  have  the  meanings  ascribed  to  them  below:

          (a)  "Acquisition  Agreement"  means  that  certain  Acquisition
Agreement dated as of February 28, 2003, by and among the Company, POLY IMPLANTS
PROTHESES,  S.A.,  a  French  limited  liability  company, GEM and certain other
parties.
          (b)  "Affiliate"  means  any  Person  Controlling,  Controlled  by  or
under  common Control  (as  hereinafter  defined)  with  the  relevant  Person.

          (c)  "Block  Transfer"  means  a  sale  by  one  or  more  Restricted
Shareholders  (as  hereinafter  defined)  to  any  Third  Party  (as hereinafter
defined)  of  more than 300,000 shares of Common Stock sold off the OTC Bulletin
Board  or  other  exchange  on  which the Company's Common Stock is then traded.

          (d)  "Board  of  Directors"  means  the  Board  of  Directors  of  the
Company.

          (e)  "Bona  Fide  Purchaser"  means  a  Person  that  (i)  is  not  an
Affiliate of a Selling Restricted Stockholder (as hereinafter defined); and (ii)
is  not  a  Person  acting  in concert with or on behalf of a Selling Restricted


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Stockholder  or  on  behalf of an Affiliate thereof, and which purchases for its
own  account;

          (f)  "By-Laws"  means  the  By-Laws  of  the  Company, as the same may
hereafter be amended from time to time, in accordance with the terms thereof and
as  permitted  or  required  hereby  and/or  by  applicable  law.

          (g)  "Certificate  of  Incorporation"  means  the  Certificate  of
Incorporation  of the Company, as the same may hereafter be amended from time to
time,  in  accordance with the terms thereof and as permitted or required hereby
and  by  applicable  law.

          (h)  "Control"  means  the  direct  or  indirect  beneficial ownership
of an equity interest of one Person in another Person, entitling or enabling the
owner  of  such  interest,  under  then  existing  circumstances,  to direct the
policies  and  operations  of  such  other  Person.

          (i)  "Encumbrance"  or  "Encumber"  means  or  refers  to  any  lien,
claim,  charge,  pledge,  mortgage, encumbrance, security interest, preferential
arrangement,  restriction on voting or alienation of any kind, adverse interest,
or  the  interest of a third party under any conditional sale agreement, capital
lease  or  other  title  retention  agreement.

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

          (k)  "Law  &  Regs"  means  applicable  law,  regulations  and  rules,
including,  without  limitation  and  to the extent applicable, Delaware General
Corporation  Law,  HWWI's  Certificate of Incorporation and By-Laws, Federal and
State  Securities  Law  and  Regulations  and  NASD  Rules  and  Regulations.

          (l)  "Restricted  Stockholder"  means  (i)  GEM,  an  assignee  of any
Warrant  delivered  to  GEM  pursuant  to  the  Warrant  Escrow Agreement, or an
assignee  of  any Common Stock obtained by the exercise of any such Warrant, and
(ii)  each  of  the  Persons  named  on  Schedule  A-1  hereto.

          (m)  "Restricted  Stock  Escrow  Agent"  means  the  Escrow  Agent
appointed under, and signatory to Restricted Stock Escrow Agreement, as the same
may  be  replaced  from  time  to  time.

          (n)  "Restricted  Stock  Escrow  Agreement"  means  the  escrow
agreement  among  the  Restricted  Stockholders,  MILO,  and Kaplan Gottbetter &
Levenson,  LLP,  as  Escrow  Agent,  and  any  authorized  replacement  for  the
Restricted  Stock  Escrow  Agent.

          (o)  "Securities  Act"  means  the  Securities  Act  of  1933,  as
amended,  and  the rules and regulations promulgated thereunder, as the same may
be  amended  from  time  to  time.

          (p)  "Stock"  means  the  capital  shares  of  the Company, consisting
of  (i)  common  stock, $.001 par value ("Common Stock"); and (ii) the preferred
stock,  $.001  par  value  ("Preferred  Stock").


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          (q)  "Stockholder"  means  each  of  the  Restricted  Stockholders and
MILO, and any other Person who becomes, or is required to become a party to this
Agreement,  and the term "Stockholders" means all such Persons, unless otherwise
expressly  provided  herein.

          (r)  "Third  Party"  means  any  Person  other  than  a  Restricted
Stockholder  and  any  Affiliate  of  a  Restricted  Stockholder.

          (s)  "Transfer"  means  (i)  a  voluntary  or  involuntary  sale,
assignment,  exchange,  transfer,  conveyance  or  other  disposition  of  a
Stockholders' Common Stock, and (ii) any agreement, contract or commitment to do
any  of  the  foregoing.

          (t)  "Warrants"  means  each  of  the  ten  (10) five-year Warrants to
purchase  Common  Stock of the Company issued to GEM pursuant to the Acquisition
Agreement,  each  of  which  entitles the holder thereof to purchase one hundred
thousand  (100,000) shares of Common Stock for one dollar ($1.00) per share, and
each of which is being delivered to the Warrant Escrow Agent simultaneously with
the  execution  of  this Agreement and pursuant to the Warrant Escrow Agreement.

          (u)  "Warrant  Escrow  Agent"  means  the  escrow  agent  named in the
Warrant Escrow Agreement (as hereinafter defined) and any successor thereto; (v)
"Warrant  Escrow  Agreement"  means the Escrow Agreement among GEM, the Company,
MILO  and Morrison Cohen Singer & Weinstein, LLP (as Escrow Agent), bearing even
date  herewith.

     2.  Capitalization  and  Ownership.

          (a)  The  Stockholders  acknowledge  that  the  Company  is authorized
to  issue  fifty  million  (50,000,000) shares of Common Stock, and five million
(5,000,000)  shares  of  Preferred Stock. As of the date hereof, an aggregate of
(i)  sixteen  million  one  hundred  sixty-six  thousand six hundred sixty-seven
(16,166,667)  shares  of  Common  Stock  and,  (ii) the Warrants, are issued and
outstanding  and  are  held  of  record.  There are no shares of Preferred Stock
issued  or  outstanding.

     3.  Election  of  Directors.

          From  and  after  the  date  hereof,  at  any  annual  or  special
stockholders'  meeting called for such purpose, or by written consent in lieu of
a  meeting,  if  same is permitted under Law & Regs, the Stockholders shall vote
the  Common  Stock  owned  of record or beneficially by them to elect (a) to the
Board  of  Directors  of  the  Company  and  maintain  thereon  (i) two nominees
designated  by  MILO,  (ii)  one  nominee  designated by GEM, for so long as the
Restricted Stockholders hold in the aggregate at least seven (7%) percent of the
issued  and  outstanding  Common  Stock  of  the  Company,  (iii)  and  enough
"independent" nominees who are agreeable to each of MILO and, for so long as the
Restricted Stockholders hold in the aggregate at least seven (7%) percent of the
issued  and  outstanding Common Stock of the Company, agreeable to GEM, in order
to comply with Law & Regs, and (b) at its request, up to two nominees of MILO to
each  of  the  Company's  audit  committee  and compensation committee. All such
directors  shall  hold  office until their respective successors shall have been
elected  and  shall have qualified in accordance with the By-laws and applicable
law.


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     4.  Restrictions  on  Transfers.

          (a)  The  Restricted  Stockholders  shall  not  Transfer  to any Third
Party  an  aggregate  of  more than (i) one million (1,000,000) shares of Common
Stock at any time prior to the expiration of one hundred twenty (120) days after
the  effective date of this Agreement, or (ii) one million five hundred thousand
(1,500,000)  shares of Common Stock (including any shares referred to in Section
4(a)(i)  above)  at  any time prior to the expiration of two hundred forty (240)
days  after  the  effective  date  of  this  Agreement.

          (b)  Pursuant  to  the  Restricted  Stock  Escrow  Agreement,  the
Restricted Stockholders shall deposit with Restricted Stock Escrow Agent all the
shares  of  HWWI Common Stock currently owned by them of record or beneficially,
to  be  held  and  delivered  in  accordance  with  the  Restricted Stock Escrow
Agreement.

          (c)  No  Warrant  shall  be  Transferred by any holder thereof without
the consent of MILO. No Restricted Stockholder shall Transfer to any Third Party
any  shares  of  Common  Stock  issued  in  connection  with the exercise of the
Warrants  at  any  time  during  the  two year period following the date of this
Agreement.  If  and  when  any  such Common Stock is issued during such two-year
period,  the  certificates  therefor  shall be delivered to the Restricted Stock
Escrow  Agent  to  be dealt with and delivered in accordance with the Restricted
Stock  Escrow  Agreement.

          (d)  Notwithstanding  anything  to  the  contrary  contained  herein,
any Restricted Stockholder may, at any time, offer to Transfer any or all of its
Common  Stock  to the Company at such price, and on such terms and conditions as
the  offering Restricted Stockholder shall determine. Such offer may be accepted
or  declined  by  the  Company, as its Board, in its sole discretion determines.

     5.  Block  Transfers  of  Shares  of  Stock.

          (a)  No  Block  Transfer  of  Common  Stock  may  be  made  by  any
Restricted Stockholder to any Third Party other than as provided in this Section
5.

          (b)  If  one  or  more  of  the  Restricted  Stockholders,  alone  or
together,  shall  desire  at any time to effect a Block Transfer of Common Stock
(the  "Offered  Shares")  and  shall  receive  a purchase offer from a Bona Fide
Purchaser  (any such offer being hereinafter referred to as a "Purchase Offer"),
then,  within  five  (5)  days  thereafter,  such Restricted Stockholder(s) (the
"Selling  Restricted Stockholders") shall give notice to the Company and to MILO
of  the terms and conditions of such Purchase Offer, specifying the names of the
Selling Restricted Stockholders and the number of Offered Shares each intends to
sell  ("Notice  of  Purchase Offer"). Such Notice shall be accompanied by a true
and  complete  copy  of  all  documents  embodying  any or all of such terms and
conditions,  which  documents  shall  be  deemed part of such Notice of Purchase
Offer.

          (c)  If  the  Selling  Restricted  Stockholders  timely  give a Notice
of  Purchase Offer, then MILO shall have the option to participate in such Block
Transfer  by substituting one share of Common Stock owned by MILO for each share
of Common Stock proposed to be sold by the Selling Restricted Stockholders (each
a  "Substitute  Share"), up to fifty percent (50%) of the shares of Common Stock
to be purchased pursuant to the Purchase Offer as specified therein. Such option


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("Participation  Option") may only be exercised by a notice to such effect given
to  the  Selling Restricted Stockholders and to the Company within ten (10) days
following receipt of the Notice of Purchase Offer by MILO, stating the number of
such  Substitute  Shares  MILO  intends  to  sell  ("Notice  of Participation").

          (d)  If  such  Notice  of  Participation is not timely given, then the
Selling  Restricted Shareholders shall sell the number of shares of Common Stock
specified  in  the  Notice  of  Purchase  Offer in accordance with such Purchase
Offer, provided that they must do so within five (5) days following the last day
on  which  MILO  may  give  Notice  of Participation. If such sale is not timely
consummated,  then  no Block Transfer shall occur pursuant to the Purchase Offer
and the Common Stock owned by the Selling Restricted Stockholders shall continue
to  be  subject  to  this  Agreement  as  if  no  Purchase  Offer had been made.

          (e)  If  a  timely  Notice  of  Participation  is  given,  then within
five  (5)  days  following  the  receipt  thereof  by  the  last  of the Selling
Restricted  Stockholders  to  receive  such Notice of Participation, the Selling
Restricted Stockholders shall give Notice to the Company and to MILO which shall
state  which  of Selling Restricted Stockholders named in the Notice of Purchase
Offer  shall  continue  to  be Selling Restricted Stockholders and the number of
shares  of  Common  Stock  which each is to sell pursuant to the Purchase Offer,
after  deducting  from the aggregate number of shares of Common Stock to be sold
by  them,  as  stated  in  the Notice of Purchase Offer, the aggregate number of
Substitute  Shares  ("Notice  of Reduction") If no Notice of Reduction is timely
given,  then  no  Block Transfer shall occur pursuant to the Purchase Offer, and
the  Common Stock owned by the Selling Restricted Stockholders shall continue to
be  subject  to  this  Agreement  as  if  no  Purchase  Offer  had  been  made.

          (f)  If  a  Notice  of  Reduction  is  timely  given, then the Selling
Restricted Stockholders shall sell that number of shares specified in the Notice
of Reduction and MILO shall sell that number of shares of Common Stock specified
in  its  Notice  of Participation. Any such sale must be consummated within five
(5)  days  following  receipt  of  the  Notice of Reduction. If the sale of such
Common  Stock  is  not  timely  consummated  because  the  Selling  Restricted
Stockholders  shall  fail  or  refuse  to  consummate  such  sale, then no Block
Transfer  shall  occur pursuant to the Purchase Offer and the Common Stock owned
by  the  Selling  Restricted  Stockholders  shall continue to be subject to this
Agreement  as  if  no  Purchase  Offer  had  been  made.

          (g)  Notwithstanding  the  foregoing,  if  the  Selling  Restricted
Shareholders  are  ready,  willing  and able to timely sell the shares of Common
Stock  specified in the Purchase Offer (as modified by any Notice of Reduction),
but  MILO  shall  wrongfully  fail  or  refuse  to  timely sell to the Bona Fide
Purchaser  the  shares of Common Stock it is to sell, as specified in the Notice
of  Participation, then each Selling Restricted Stockholder shall timely sell to
the  Bona  Fide  Purchaser  the shares specified in the Notice of Purchase Offer
and,  in addition, each Selling Restricted Shareholder may at the same time sell
to  the  Bona  Fide Purchaser that number of shares of Common Stock which is the
difference  between  the  number  specified  in Notice of Purchase Offer and the
number  specified  in  the  Notice  of  Reduction.

          (h)  For  the  purposes  of  this  Section 5 all proposed sales by all
Selling  Restricted  Stockholders  pursuant  to  a  Purchase  Offer  shall  be
aggregated,  to  determine whether this Section 5 is applicable and to determine
the  number  of  Substitute  Shares.


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          (i)  Nothing  herein  shall  prevent  the  Restricted Stockholders and
MILO  from  agreeing with a Bona Fide Purchaser to increase the number of shares
in  the  Block  Transfer  to  include  more shares of either or both the Selling
Restricted  Stockholders  and  MILO.

     6.  After-Acquired  Shares.  All  of  the  provisions  of  this  Agreement
shall  apply to all Common Stock of the Company now owned or which may be issued
or  Transferred  hereafter  to  a  Restricted  Stockholder in consequence of any
additional  issuance,  purchase,  assignment,  exchange  or  reclassification of
shares  of  capital  stock,  corporate  reorganization,  or  any  other  form of
recapitalization,  or  consolidation,  or  merger,  or  share  split,  or  share
dividend, or which are acquired by a Restricted Stockholder in any other manner,
except  for  Common  Stock  acquired  on  the  open  market.

     7.  Injunctive  Relief;  Specific  Performance.  Inasmuch  as  the  Common
Stock is not readily marketable and, in any event, is unique, irreparable damage
would  result  if this Stockholders' Agreement is not specifically enforced. The
parties  hereto  intend  that  the  rights and obligations of the parties hereto
should  be  enforceable in a court of equity by a decree of specific performance
and/or  by  injunction,  and  in  furtherance  thereof,  agree  that appropriate
injunctive  relief  temporary and/or permanent may be applied for and granted in
connection  therewith  without  the  necessity  of  posting  any  bond.

     8.  Certificate  of  Incorporation;  By-Laws.  Within  five  days following
the  request  of  the Majority Shareholders, each of the Restricted Stockholders
shall consent to and approve, take any action and execute any document which may
from  time  to  time  be  necessary  or  advisable  in  order to make any of the
provisions  of  this  Agreement,  or  any  of  the amendments thereto, valid and
enforceable  under  the  applicable  laws  as  now  or  hereafter  enacted or to
facilitate  the transactions contemplated hereby, including, without limitation,
any  amendment  of  the  Certificate of Incorporation or By-Laws of the Company.
Each  Restricted Stockholder shall not take or consent to any action, execute or
approve  the  execution  of  any  document, which would be inconsistent with any
provision  hereof,  including,  without  limitation,  any  amendment  to  the
Certificate  of  Incorporation  or  By-laws.

     9.  Duration  of  Agreement.  The  rights  and  obligations  of  each
Restricted  Stockholder  under  this  Agreement  shall  terminate  as  to  such
Restricted  Stockholder  upon  the  earliest to occur of (i) the transfer of all
shares  of  Common Stock owned by such Restricted Stockholder in accordance with
this  Agreement  or  (ii)  the Company having consummated a public offering with
gross  proceeds  of  not  less  than  $10,000,000.

     10.  Representations  and  Warranties.  Each  Restricted  Stockholder  and
MILO  represents  and  warrants  to  the  other  parties  hereto  as  follows:

          (a)  The  execution,  delivery  and  performance  of this Agreement by
such  Stockholder  will not violate any provision of law, any order of any court
or  other  agency of government, or any provision of any indenture, agreement or
other instrument to which such Stockholder or any of its properties or assets is
bound, or conflict with, result in a breach of or constitute (with due notice or
lapse  of  time  or both) a default under any such indenture, agreement or other
instrument,  or  result  in  the  creation  or imposition of any lien, charge or
encumbrance  of  any  nature  whatsoever upon any of the properties or assets of
such  Restricted  Stockholder.


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          (b)  This  Agreement  has  been  duly  executed  and delivered by such
Stockholder  and  constitutes  the  legal,  valid and binding obligation of such
Stockholder,  enforceable  in  accordance  with  its  terms.

          (c)  Such  Stockholder  understands  that  the  Company  is  a  public
company  the shares of which are publicly traded but are not currently listed on
any  exchange.  Although  the  Company's  business plan contemplates listing its
stock  on  the NASDAQ, no guarantees and no assurances have been given that such
listing will be accomplished or if accomplished, whether such listing will occur
in  the  foreseeable  future.

          (d)  Such  Stockholder  has  acquired  the  Common  Stock it now owns,
and  any  shares thereof hereinafter required (except in one or more open-market
transactions)  for such Stockholders' own account, for investment and not with a
view  to  the  sale or distribution thereof or the granting of any participation
therein.  No  Stockholder  has a present intention of distributing or selling to
others  any  of  its  Common  Stock or of granting any participation therein. No
Stockholder has any agreement or other arrangement, formal or informal, with any
person  to  sell,  transfer,  pledge  or otherwise dispose of any such shares of
Common  Stock now or hereafter owned or that would guarantee to such Stockholder
any  profit,  or  protect  such  Stockholder  against loss with respect to or in
connection  with  the  Common  Stock  and no such Restricted Stockholder has any
plans  to enter into any such agreement or arrangement. (e) The representations,
warranties  and agreements contained in this Section 10 are true and correct and
shall  survive  the  execution  and  delivery  of  this  Agreement.

     11.  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, arising
out  of,  or  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
registered  mail  at the address set forth below their signature hereon (as such
address  may  be changed from time to time as provided in Section 14 hereof), or
as  otherwise  permitted  by  New  York  law.

     12.  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.

     13.  Benefits  of  Agreement.  This  Agreement  shall  be  binding  upon
and  inure  to  the  benefit  of  the  parties  and their respective successors,
permitted  assigns,  legal  representatives and heirs. Except for the foregoing,
there  shall  be  no  third  party  beneficiaries  of  this  Agreement.


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     14.  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  or  MILO:

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

                  If  to  counsel  for  GEM  and  the  Restricted  Stockholders:

                  Kaplan  Gottbetter  &  Levenson,  LLP
                  630  Third  Avenue
                  New  York,  NY  10017-6705
                  Attn:  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 Section to the parties hereto and to the other counsel, but
such  notice  shall  not  be  effective  until  actually  received.

     15.  Gender.  The  use  herein  of  neuter,  masculine  or  feminine
gender  is  intended  to  be  and  shall comprehend all the other genders unless
clearly  inappropriate.

     16.  Modification.  Except  as  otherwise  provided  herein,  neither
this  Agreement  nor  any  provision  hereof shall be modified, changed, waived,
discharged  or  terminated  except by (a) an instrument in writing signed by the
party  against  whom  the  enforcement  of  any modification, change, discharge,
waiver  or  termination is sought, or (b) by the agreement of all of the parties
hereto.

     17.  Entire  Agreement.  This  Agreement  constitutes  the  entire
agreement  among  the  parties  hereto  with  respect to its subject matter, and
supersedes  any  and  all  prior  agreements or understandings, oral or written,
among  any  or  all  of  the  undersigned  relating  to  such  matter.

     18.  Signatures;  Counterparts.  Telefacsimile  transmissions  of  any
executed  original  document and/or retransmission of any executed telefacsimile
transmission  shall  be  deemed  to  be  the same as the delivery of an executed
original.  At  the  request  of  any party hereto, each other party hereto shall
confirm  telefacsimile  transmissions  by executing duplicate original documents
and delivering the same to such requesting party. This Agreement may be executed
in  any  number  of  counterparts  and  by  the  parties  hereto  in  separate


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counterparts,  each  of which when so executed shall be deemed to be an original
and  all  of  which  taken together shall constitute one and the same agreement.

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

     20.  Severability.  If  any  one  or  more  of  the  provisions  contained
in  this  Agreement,  or  the  application  thereof in any circumstance, is held
invalid,  illegal  or unenforceable in any respect for any reason, the validity,
legality  and enforceability of any such provision in every other respect and of
the  remaining  provisions  hereof  shall not be in any way impaired, unless the
provisions  held  invalid,  illegal or unenforceable shall materially impair the
benefits  of  the  remaining  provisions  of  this Agreement. The parties hereto
further  agree  to  replace  such invalid, illegal or unenforceable provision of
this  Agreement with a valid, legal and enforceable provision that will achieve,
to  the  extent  possible,  the  economic,  business  and other purposes of such
invalid,  illegal  or  unenforceable  provision.


                   [Balance of Page Intentionally Left Blank]


                                        9
<PAGE>

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

                                              HERITAGE  WORLDWIDE,  INC.



                                              By:  -----------------------------
                                                   Name:
                                                   Title:
                                                   Address:
                                                   Fax  No.:





[FIRST  OF  THREE  SIGNATURE  PAGES  TO  STOCKHOLDERS'  AGREEMENT]


                                       10
<PAGE>

On  behalf  of  itself  and  the  other  entities  specified  on  Schedule  A:

                                    GEM  Global  Yield  Fund


                                    By:  -----------------------------
                                         Name:
                                         Title:
                                         Address:   38 Hertford St.
                                                    London  W1Y7TG
                                         Fax  No.:  (212)  265-4035

                                    GEM  SINGAPORE  LTD.


                                    By:  -----------------------------
                                         Name:
                                         Title:
                                         Address:   38 Hertford St.
                                                    London  W1Y7TG
                                         Fax  No.:  (212)  265-4035

                                    GLOBAL  STRATEGIC  HOLDINGS  LTD.


                                    By:  -----------------------------
                                         Name:
                                         Title:
                                         Address:   38 Hertford St.
                                                    London  W1Y7TG
                                         Fax  No.:  (212)  265-4035














     [SECOND  OF  THREE  SIGNATURE  PAGES  TO  STOCKHOLDERS'  AGREEMENT]

                                       11
<PAGE>

                                    OCEAN STRATEGIC  HOLDINGS  LTD.


                                    By:  -----------------------------
                                         Name:
                                         Title:
                                         Address:   38 Hertford St.
                                                    London  W1Y7TG
                                         Fax  No.:  (212)  265-4035


                                    MILO FINANCE  S.A.


                                    By:  -----------------------------
                                         Authorized  Signatory
                                         Name:     Alain  Serijol
                                         Title:    Authorized  Signatory
                                         Address:  2  rue  Jean  Engling
                                         LX  1510  Luxembourg,
                                         Luxembourg
                                         Fax  No.:





           [THIRD OF THREE SIGNATURE PAGES TO STOCKHOLDERS' AGREEMENT]


                                       12
<PAGE>

                                   SCHEDULE A

NAMES  AND  ADDRESSES
---------------------
OF  RESTRICTED  STOCKHOLDERS
----------------------------

GEM  Global  Yield  Fund  Ltd.
38 Hertford St.
London  W1Y7TG
Fax:  (212)  265-4035

GEM  Singapore,  Ltd.
38 Hertford St.
London  W1Y7TG
Fax:  (212)  265-4035

GEM  Strategic  Holdings  Ltd.
38 Hertford St.
London  W1Y7TG
Fax:  (212)  265-4035

Global  Strategic  Holdings  Ltd.
38 Hertford St.
London  W1Y7TG
Fax:  (212)  265-4035


                                       13
<PAGE>

                                    EXHIBIT A

                MAJORITY STOCKHOLDERS OF HERITAGE WORLDWIDE, INC.
              CONSTITUTING 82.3% OF ISSUED OUTSTANDING COMMON STOCK

               Name  of  Stockholder               Number  of  Shares
               ---------------------               ------------------
               GEM  Global  Yield  Fund  Ltd.           499,500
               GEM  Singapore,  Ltd.                    499,500
               Ocean  Strategic  Holdings  Ltd.         499,500
               Global  Strategic  Holdings  Ltd.        499,500



                                       14
<PAGE>