EXHIBIT 4.1
[Letterhead of Gottbetter & Partners, LLP]
February 26, 2004
Xx. Xxxx Xxxxxx Xxx
Heritage Worldwide, Inc.
000 Xxxxxx xx Xxxxxxxxx
00000 Xx Xxxxx-Xxx-Xxx, Xxxxxx
RE: RETAINER AGREEMENT
Dear Mr. Xxx:
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
the filing of a registration on Form S-8 for these 10,000 shares. The legal
services for which these shares are being registered and subsequently issued to
G&P, did not include any services in connection with the offer or sale of
securities in a capital raising transaction, and did not directly or indirectly
promote or maintain a market for the Company's securities.
Please note that this letter may be filed as an exhibit to the Form S-8. In
order to effectuate the Retainer, please sign this letter and return it to my
office. If you have any questions, please call me.
Sincerely,
/s/ Xxxxxxxxxx & Partners, LLP
GOTTBETTER & PARTNERS, LLP
ACCEPTED AND AGREED:
HERITAGE WORLDWIDE, INC.
By:_/s/ Xxxx Xxxxxx Xxx
-----------------------
Name: Xxxx Xxxxxx Xxx
Title: CEO
