Heritage Worldwide Inc Sample Contracts

Heritage Worldwide Inc – HERITAGE WORLDWIDE, INC. 2004 Stock Option Plan Adopted July 12, 2004 (September 29th, 2008)
Heritage Worldwide Inc – NEWS RELEASE for October 4, 2006 at 4:05 PM EDT (October 10th, 2006)

Exhibit 99.1 HERITAGE WORLDWIDE, INC. NEWS RELEASE for October 4, 2006 at 4:05 PM EDT Contact: Joe Allen (investors) Claude Couty, CFO Allen & Caron Inc Heritage Worldwide, Inc. 212 691 8087 011 33 49 410 7808 joe@allencaron.com ccouty@pipfrance.fr HERITAGE WORLDWIDE REPORTS STRONG RESULTS FOR FISCAL 2006 Breast Implants Now Being Distributed in 65 Countries o Revenues Up by $1.7 million to $15.3 million o Gross Margin Percentage Steady; Gross Profit Up by $901,495 o Net Income of $606,913 or $0.03 per share o R&D expense up, new products introduced and in pipeline LA SEYNE-SUR-MER, FRANCE (October 4, 2006) ... Heritage Worldwide, Inc. (OTCBB: HWWI), a top provider of pre-filled

Heritage Worldwide Inc – NEWS RELEASE for February 23, 2006 (February 27th, 2006)

EXHIBIT 99.1 HERITAGE WORLDWIDE INC. NEWS RELEASE for February 23, 2006 ---------------------------------- Contact: Joe Allen (investors) Claude Couty, CFO Allen & Caron Inc. Heritage Worldwide Inc. 212 691 8087 011 33 49 410 7808 joe@allencaron.com ccouty@pipfrance.fr HERITAGE WORLDWIDE REPORTS STRONG RESULTS FOR SECOND QUARTER FISCAL 2006 Expects to Market Breast Implants in China within Three Months o Revenues Increased by $250,000 to $3.3 Million over the Same Period Last Year o Gross Profit Increased by $810,000 to $2.3 Million over the Same Period Last Year o The Company Recorded Net Income of $101,000, or $0.01 per Share, vs Net Income of $11,000, or $0

Heritage Worldwide Inc – NEWS RELEASE for September 13, 2005 at 4:05 PM EDT (September 15th, 2005)

EXHIBIT 99 NEWS RELEASE for September 13, 2005 at 4:05 PM EDT -------------------------------------------------- Contact: Joe Allen (investors) Claude Couty, CFO Allen & Caron Inc Heritage Worldwide Inc 212 691 8087 011 33 49 410 7808 joe@allencaron.com ccouty@pipfrance.fr HERITAGE WORLDWIDE REPORTS STRONG RESULTS FOR FISCAL 2005 o Revenues Increased by $1.8 Million to $13.6 Million in Fiscal 2005 Compared to the Prior Year Period; o Gross Profit Increased by $2.6 Million to $7.5 Million in Fiscal 2005 Compared to the Prior Year Period, Due to Increased Revenues and Improvements in Manufacturing Efficiency; o The Company Recorded Net Income of $880,000, or $0.05 earnings per share, i

Heritage Worldwide Inc – 1% CONVERTIBLE DEBENTURE DUE OCTOBER 9, 2008 (September 15th, 2005)

EXHIBIT 10.6 AMENDED AND RESTATED FIRST DEBENTURE B NEITHER THESE SECURITIES NOR THE SHARES INTO WHICH THESE SECURITIES MAY BE CONVERTED HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES AND ANY SHARES INTO WHICH THESE SECURITIES MAY BE CONVERTED HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER APPLICABLE FEDERAL OR STATE SECURITIES LAWS. US $500,000 Initial Issuance: October 9, 2003 Amended and Restated as of Septembe

Heritage Worldwide Inc – ESCROW TRANSFER AGREEMENT (September 15th, 2005)

EXHIBIT 10.4 ESCROW TRANSFER AGREEMENT ESCROW TRANSFER AGREEMENT (this "Agreement"), dated as of September 9, 2005, between EUROFORTUNE HOLDING, S.A., a Luxembourg company ("Buyer"), HEM MUTUAL ASSURANCE LLC, a Colorado limited liability company ("Seller"), HERITAGE WORLDWIDE, INC., a Delaware corporation (the "Company"), GOTTBETTER & PARTNERS, LLP ("Gottbetter"), and EDWARDS AND ANGELL LLP ("EA"). R E C I T A L S : Buyer is purchasing from Seller the following debentures: (a) the 1% Convertible Debenture Due October 9, 2008, dated October 9, 2003, with a stated principal amount of $498,750, issued by the Company's wholly-owned subsidiary and predecessor in interest, OS MXM, Inc. ("OS"), to Seller, and titled 'First Debenture A' ("First Debenture A"), (b) the 1% Convertible Debenture Due October 9, 2008, dated October

Heritage Worldwide Inc – 1% CONVERTIBLE DEBENTURE DUE OCTOBER 9, 2008 (September 15th, 2005)

EXHIBIT 10.5 AMENDED AND RESTATED FIRST DEBENTURE A NEITHER THESE SECURITIES NOR THE SHARES INTO WHICH THESE SECURITIES MAY BE CONVERTED HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES AND ANY SHARES INTO WHICH THESE SECURITIES MAY BE CONVERTED HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER APPLICABLE FEDERAL OR STATE SECURITIES LAWS. US $500,000 Initial Issuance: October 9, 2003 Amended and Restated as of September 9, 2005

Heritage Worldwide Inc – DEBENTURE PURCHASE AGREEMENT (September 15th, 2005)

EXHIBIT 10.1 DEBENTURE PURCHASE AGREEMENT DEBENTURE PURCHASE AGREEMENT (this "Agreement"), dated as of September 9, 2005, by and among EUROFORTUNE HOLDING, S.A., a Luxembourg company, ("Buyer"), HEM MUTUAL ASSURANCE LLC, a Colorado limited liability company ("Seller"), and HERITAGE WORLDWIDE, INC., a Delaware corporation (the "Company"). R E C I T A L S : Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, all right, title and interest in and to (a) the 1% Convertible Debenture Due October 9, 2008, dated October 9, 2003, with a stated principal amount of $498,750, issued by the Company's wholly-owned subsidiary and predecessor in interest, OS MXM, Inc. ("OS"), to Seller, and titled 'First Debenture A' ("First Debenture A"), (b) the 1% Convertible Debenture Due October 9, 2008, dated October 9,

Heritage Worldwide Inc – ISSUANCE AGREEMENT (September 15th, 2005)

EXHIBIT 10.2 ISSUANCE AGREEMENT ISSUANCE AGREEMENT (this "Agreement"), dated as of September 9, 2005, between EUROFORTUNE HOLDING, S.A., a Luxembourg company ("Buyer"), and HERITAGE WORLDWIDE, INC., a Delaware corporation (the "Company"). R E C I T A L S : Buyer is purchasing from HEM Mutual Assurance LLC, a Colorado limited liability company ("Seller"), the following debentures: (a) the 1% Convertible Debenture Due October 9, 2008, dated October 9, 2003, with a stated principal amount of $498,750, issued by the Company's wholly-owned subsidiary and predecessor in interest, OS MXM, Inc. ("OS"), to Seller, and titled 'First Debenture A' ("First Debenture A"), (b) the 1% Convertible Debenture Due October 9, 2008, dated October 9, 2003, with a stated principal amount of $500,000, issued by the Company's wh

Heritage Worldwide Inc – EMPLOYMENT CONTRACT (October 4th, 2004)

Exhibit 10.15 EMPLOYMENT CONTRACT FOR AN INDETERMINATE DURATION Concluded between the undersigned: POLY IMPLANT PROSTHESES P.I.P. S.A. with an authorized capital of 3,628,800 Euros, registered with the Toulon stock exchange under number B 382 473 254 91 B 640, whose social security premiums are paid to the URSSAF of Var under number 830 125 840, represented by the president of its Board of Directors, Mr. Jean-Claude MAS; AND Mr. Claude COUTY, born on February 8, 1952 at Janzac (17), of French citizenship, bachelor, residing and domiciled at 74 Saint Blaise, 75020 Paris Who have agreed to the following: SECTION I - EMPLOYMENT Mr. Claude Couty, who states not being bound under any other contract of employment, is hereby hired as an administrative and financial director, subject to the results of a medical examination. The nominative statement

Heritage Worldwide Inc – 6.75% REVOLVING PROMISSORY NOTE (October 4th, 2004)

Exhibit 10.14 CONFIDENTIAL TREATMENT Heritage Worldwide, Inc. has requested that the marked portions of this document be accorded confidential treatment pursuant to Rule 24b-2 promulgated under the Securities Exchange Act POLY IMPLANTS PROTHESES, S.A. 6.75% REVOLVING PROMISSORY NOTE March 30, 2004 Poly Implants Protheses, S.A. (the "Company"), a French societe anonyme, promises to pay to III Acquisition Corp., a Delaware corporation ("III") or its assigns (collectively, the "Holder"), at the time described below, the principal sum of [****]*. The Company also promises to pay interest on the balance of that prin

Heritage Worldwide Inc – AMENDED AND RESTATED NON-EXCLUSIVE DISTRIBUTION AGREEMENT (October 4th, 2004)

Exhibit 10.13 CONFIDENTIAL TREATMENT Heritage Worldwide, Inc. has requested that the marked portions of this document be accorded confidential treatment pursuant to Rule 24b-2 promulgated under the Securities Exchange Act AMENDED AND RESTATED NON-EXCLUSIVE DISTRIBUTION AGREEMENT This AMENDED AND RESTATED NON-EXCLUSIVE DISTRIBUTION AGREEMENT (the"Agreement" is made as of the 30th day of March 2004, by and between Poly Implants Protheses, S.A., a French corporation ("Supplier") and III Acquisition Corp., a Delaware corporation and/or its wholly owned subsidiaries ("Distributor"). RECITALS WHEREAS the Supplier is the manufacturer of smooth and textured breast impl

Heritage Worldwide Inc – -- SENIOR CONVERTIBLE DEBENTURE DUE MARCH 26, 2004 (May 28th, 2004)

EXHIBIT 10.4 EXHIBIT A NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER SECTION 4(2) OF OR REGULATION S PROMULGATED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS. US $3,000,000 MARCH 26, 2004 -- SENIOR CONVERTIBLE DEBENTURE DUE MARCH 26, 2004 THIS DEBENTURE of Heritage worldwide, Inc., a Delaware corporation (the "Company") in the aggregate principal amount of three million Dollars (US $3,000,000), is designated as its $3,000,000 Senior Convertible Debenture due March 25, 2009 (the "Debentures"

Heritage Worldwide Inc – SENIOR CONVERTIBLE DEBENTURE PURCHASE AGREEMENT (May 28th, 2004)

EXHIBIT 10.3 SENIOR CONVERTIBLE DEBENTURE PURCHASE AGREEMENT BETWEEN HERITAGE WORLDWIDE INC. AND THE PURCHASERS LISTED ON SCHEDULE 1 HERETO MARCH 26 , 2004 21 TABLE OF CONTENTS ----------------- ARTICLE I CERTAIN DEFINITIONS 1 ----------- ---------------------------------------------------------- -- 1.1 Certain Definitions 1 ----------- ---------------------------------------------------------- -- ARTICLE II PURCHASE AND SALE OF CON

Heritage Worldwide Inc – REGISTRATION RIGHTS AGREEMENT (May 28th, 2004)

EXHIBIT 10.5 EXHIBIT J REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") dated as of March 26, --------- 2004, by and between Heritage Worldwide, Inc., a Delaware corporation with its principal place of business at 337 Avenue de Bruxelles, 83507 La Seyne-Sur-Mer France 19702 (the "Company"), and Armadillo Investments, Plc., a company ------- incorporated in England and Wales, with its principal place of business at 30 Farringdon Street, London EC4A 4HJ (the "Purchaser"). Simultaneously with the execution and delivery of this Agreement, the Purchaser and the Company have entered into a Convertible Debenture Purchase Agreement, dated as of the date hereof (the "Purchase Agreement"), which

Heritage Worldwide Inc – RE: RETAINER AGREEMENT (March 25th, 2004)

EXHIBIT 4.1 [Letterhead of Gottbetter & Partners, LLP] February 26, 2004 Mr. Jean Claude Mas Heritage Worldwide, Inc. 337 Avenue de Bruxelles 83507 La Seyne-Sur-Mer, France RE: RETAINER AGREEMENT Dear Mr. Mas: Please accept this letter as confirmation that Heritage Worldwide, Inc. (the "Company"), has agreed to this retainer agreement (the "Retainer") between the Company and Gottbetter & Partners, LLP ("G&P"). The Retainer is to take effect as of even date herewith. The Retainer, which we understand was approved by the Company's Board of Directors, is for the Company to pay part of its outstanding bill for legal services with shares of the Company's common stock, $.001 par value. We understand that part of the outstanding bill will be satisfied by the issuance of 10,000 shares valued at $10,000. The board of directors has approved

Heritage Worldwide Inc – CONVERTIBLE DEBENTURE PURCHASE AGREEMENT (November 12th, 2003)

EXHIBIT 10.6 CONVERTIBLE DEBENTURE PURCHASE AGREEMENT BETWEEN OS MXM, INC. AND THE PURCHASER(S) LISTED ON SCHEDULE 1 HERETO OCTOBER 9, 2003 TABLE OF CONTENTS ------------------- ARTICLE I CERTAIN DEFINITIONS 1 ----------- ---------------------------------------------------------- 1.1 Certain Definitions 1 ---- ------------------------------------------------------------- ARTICLE II PURCHASE AND SALE OF CONVERTIBLE DEBENTURES 5 ----------- ---------------------------------------------------------- 2.2 Purcha

Heritage Worldwide Inc – 1% CONVERTIBLE DEBENTURE DUE OCTOBER 9, 2008 (November 12th, 2003)

EXHIBIT 10.7 FIRST DEBENTURE A NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER RULE 504 OF REGULATION D PROMULGATED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS. US $498,750 OCTOBER 9, 2003 1% CONVERTIBLE DEBENTURE DUE OCTOBER 9, 2008 THIS DEBENTURE of OS MXM, Inc., a Delaware corporation (the "Company") in the aggregate principal amount of Four Hundred Ninety Eight Thousand Seven Hundred Fifty Dollars (US $498,750), is designated as its $498,750, 1% Convertible Debenture due Octo

Heritage Worldwide Inc – 1% CONVERTIBLE DEBENTURE DUE OCTOBER 9 2008 (November 12th, 2003)

EXHIBIT 10.9 FIRST DEBENTURE B NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER RULE 504 OF REGULATION D PROMULGATED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS. US $500,000 OCTOBER 9, 2003 1% CONVERTIBLE DEBENTURE DUE OCTOBER 9 2008 THIS DEBENTURE of OS MXM, Inc., a Delaware corporation (the "Company") in the aggregate principal amount of Five Hundred Thousand Dollars (US $500,000), is designated as its $500,000, 1% Convertible Debenture due October 9, 2008 (the "Debentures"). FOR VALUE R

Heritage Worldwide Inc – RESTRICTED STOCK ESCROW AGREEMENT (March 13th, 2003)

Exhibit 10.5 ------------- 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 tra

Heritage Worldwide Inc – WARRANT ISSUED PURSUANT TO ACQUISITION AGREEMENT (March 13th, 2003)

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 WORLDW

Heritage Worldwide Inc – STOCKHOLDERS' AGREEMENT (March 13th, 2003)

Exhibit 10.1 ------------- STOCKHOLDERS' AGREEMENT ----------------------- 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 t

Heritage Worldwide Inc – REGISTRATION RIGHTS AGREEMENT (March 13th, 2003)

Exhibit 10.2 ------------- REGISTRATION RIGHTS AGREEMENT ----------------------------- REGISTRATION RIGHTS AGREEMENT dated as of March 1, 2003, by and among HERITAGE WORLDWIDE, INC., a Delaware corporation (the "Company"), GEM GLOBAL YIELD FUND, a Nevis, West Indies entity ("GEM"), and each of the other entities listed and identified on Schedule A to this Agreement, as such schedule may be amended from time to time. For purposes of this Agreement, all investors identified on Schedule A shall be known as the "Investors." WHEREAS, the Investors may be entitled to acquire Warrants to purchase up to an aggregate of one million (1,000,000) shares (the "Shares") of common stock, par value $.001 per share ("Common Stock"), of the Company pursuant to the terms of an Acquisition Agreement dated as of February 28, 2003 among the Company, Milo Finance, S.A., a Luxembourg limited l

Heritage Worldwide Inc – WARRANT ESCROW AGREEMENT (March 13th, 2003)

Exhibit 10.3 ------------- WARRANT ESCROW AGREEMENT ------------------------ 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 e

Heritage Worldwide Inc – ACQUISITION AGREEMENT (March 13th, 2003)

EXHIBIT 2.1 ----------- ACQUISITION AGREEMENT --------------------- AGREEMENT dated as of February 28, 2003, by and among HERITAGE WORLDWIDE, INC., a Delaware corporation ("HWWI"), the persons and/or entities listed on Exhibit A attached hereto and made a part hereof, being the majority stockholders of HWWI (the "Majority Stockholders"), POLY IMPLANTS PROTHESES, S.A., a French limited liability entity ("PIP"), and MILO FINANCE S.A., a Luxembourg limited liability entity and the holder of a majority of the issued and outstanding capital stock of PIP now and as of the Closing Date, as hereinafter defined (the "Seller"). WHEREAS, PIP owns 95% of the issued and outstanding capital stock of PIP Espagne, S.A., a Spanish limited liability entity ("PIP Espagne"); and WHEREAS, the Seller desires to sell and HWWI desires to purchase all of the shares of capital