EXHIBIT 4.2
Letterhead of Xxxxxxx Xxxxxxx, Inc.
February 9, 2004
Xx. Xxxx Xxxxxx Xxx
Heritage Worldwide, Inc.
000 Xxxxxx xx Xxxxxxxxx
00000 Xx Xxxxx-Xxx-Xxx, Xxxxxx
RE: Proposed Reorganization
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Dear Mr Xxx:
This letter agreement serves as the agreement between the Heritage
Worldwide, Inc. (the "Company") and Xxxxxxx Xxxxxxx, Inc. ("JSI") regarding
compensation for non-legal services provided by JSI to the Company, including
but not limited to services in connection with the Company's proposed
reorganization transaction (the "Reorganization"). For JSI's services to date,
the Company shall duly issue and deliver, or cause to deliver, to JSI 25,000
shares of the Company's common stock at a value of $1.00 per share.
The Company, under a separate agreement ("Retainer Agreement"), has
retained the legal services of Gottbetter & Partners, LLP ("G&P") as its
corporate and securities counsel. The Company and JSI agree that this agreement
and the consideration being paid hereunder are not in exchange for legal
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services, and no legal services have been or will be provided to the Company by
JSI. In addition, JSI has not been asked to perform, is not required to
perform, and has not performed any due diligence with respect to the
above-referenced transactions, nor has it advised or counseled the Company as to
the financial viability or likelihood of success of the above-referenced
transactions.
G&P and JSI consist of the same principal owners. The Retainer Agreement
includes disclosures, waivers and consents regarding the conflict of interest
raised by G&P's legal representation of the Company and JSI's relationship with
the Company hereunder, which are specifically incorporated herein by reference.
The Company acknowledges that the value of JSI's shares could have a
substantially higher value than the value of the services provided by JSI. This
Agreement is to be governed by New York law. It may be modified only in writing
signed by JSI and the Company.
We look forward to working with you in developing the Company's business.
Sincerely,
/s/ Xxxx X. Xxxxxxxxxx
Xxxx X. Xxxxxxxxxx, President
AGREED AND ACCEPTED:
Heritage Worldwide, Inc.
By: /s/ Xxxx Xxxxx Xxx
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Name: Xxxx Xxxxxx Xxx
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Title: President
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