Worlds.com Inc. is the leader and pioneer in the development and delivery of three-dimensional content and technology on the Internet. The Company's 3D content and technology can be utilized to enhance both the quality of the user experience and interactivity for web applications such as e-commerce, advertising, chat, games, and video and audio web-casting, while leveraging the market potential of each. Through its consumer-oriented website, (www.worlds.com), the Company has utilized its advanced, proprietary 3D web technology and content with branded entertainment, initially in the music and sports genres. The Company will accelerate this process of building Worlds.com into the most innovative, extensive network of branded virtual entertainment environments on the web.

Worlds.com is at the forefront of the next phase of the Internet, the phase that truly empowers the user by putting the user "in" the Internet rather than on the Internet. The first phase was a text-dominated government and education service, e.g. FTP Telnet. The current second phase is a flat, two-dimensional text-on-a-screen experience (HTML). Worlds.com's multi-faceted, 3D platform will lead the Internet's evolution into its third phase--a true multimedia experience where users can interact with the medium and each other, in a rich, robust environment. Users visiting Worlds.com immerse themselves into the rich 3D environments, the majority of which are designed as realistic, life-like "worlds." In these environments, users are empowered to engage in life-like activities such as shopping in a store, dancing on a dance floor or walking with friends in a garden.

Through the creation of 3D Internet sites, Worlds creates communities of member/users who form the basis for multi-user chat, e-commerce and advertising forums in a broad range of categories. By massive distribution of our 3D client in entertainment applications initially, Worlds.com intends to establish a preemptive position and dominate the 3D browser market by establishing its 3D Entertainment Portal on the Internet.

Worlds 3D internet technology provides a contextual environment to online users, moving the current HTML print paradigm of the Internet, i.e., paging up and down, to a new level of spatial environments more akin to the real world. Within Worlds' immersive environments online users can speak to each other through voice to voice telephony, standard web pages can be launched from within these 3D environments, supporting archived audio and video streams as well as live feeds, all these features offer an new value added layer to the current 2D internet experience.

The potential exists for Worlds' 3D technology to become a standard for the World Wide Web, opening a new dimension through which the Web is experienced by Internet users in the creation of a consumer oriented 3D online network.

Worlds.com users, on average, visit Worlds sites 12 times per month on average and remain on the site between 250 and 300 minutes per month, which would rank Worlds.com as one of the10 stickiest websites if measured by Media Metrix. The Company plans to continue to expand www.worlds.com via strategic partnerships that provide branded entertainment content and build the Worlds.com brand into the premiere 3D internet entertainment network, while utilizing its 3D technology platform to pioneer the next generation of the Internet

A salient feature of Worlds.com's architecture is its ability to deliver robust and rich broadband content over the Internet without requiring broadband access. To navigate the various Worlds.com environments, users download WorldsPlayer then download one or more of the worlds (entertainment-related communities of interest). Download may occur directly from the website, which takes approximately 15 -17 minutes using a 56K modem. The Company also provides the browser and software through a one-minute installation included on the unused space on audio or other enhanced CDs. CDs are distributed through strategic partnerships, including those with major recording artists (Hanson), enhanced CDs packaged with magazines (GQ, Teen and Yahoo Internet Life), Internet Service Providers' (Freeserve) installation CDs, or from the Company directly. Once installed, the Worlds.com software is permanently housed on the client's hard drive. With the increased availability of bandwidth, Worlds.com is well positioned to provide its rich content to broadband service providers, such as Roadrunner, who are seeking new content for their pipeline. The structure of the Worlds.com technology allows the continued enhancement of the experience as broadband access increases (see Technology Section).

The Worlds.com graphical environment allows life-like interactivity among many users simultaneously. Users can assume an identity in Worlds.com through the selection of an avatar to articulate and move within and around the various 3D communities. An avatar is the electronic personification of one's self in the 3D environment. A user can select from over 150 avatars-humans, animals, monsters, cartoon characters--with millions of possible customizations. There are multiple activities, many of which are revenue producing, in which users can participate. They include:

• Participating in marketing promotions by sponsors
• Receiving audio or video entertainment
• Playing games
• Chatting (text or voice)
• Viewing merchandise in a 3D format in 3D e-commerce stores
• Joining friends in various entertainment environments
• Interacting in highly immersive advertising environments
• Performing various "physical" activities

The Company continually updates existing environments to refresh them and provide users with new activities. The Worlds.com technology has the most highly developed set of features in any 3D technology available today. The technology provides for a highly scalable, multi-user environment unlike any other available today. Underlying this technology is a proprietary tool set and library of avatars. The features and functionality currently seen in Worlds.com are only a small piece of what Worlds.com has developed.

The latest generation 3D technology from Worlds.com, written in Java and C++, is an integrated client/server technology suite that provides virtual world developers with all the technology components (browser, tools and server) required to create, distribute, and maintain multi-user virtual reality environments over the Internet or private TCP/IP networks.

WorldsShaper™

WorldsShaper™ is the visual authoring component of Worlds.com's 3D service. WorldsShaper™ was developed for an audience that needs powerful, quick 3D world development tools to keep up with rapidly changing demands for Internet sites. Written in Java, WorldsShaper™ is meant to quickly assemble pieces to create multi-user, shared state, virtual worlds. WorldsShaper™ is designed to complement our WorldsServer™ technology by allowing the construction of advanced features in a virtual environment such as shared state, portals, and voice.

WorldsServer™

Worlds' scaleable WorldsServer™ architecture offers unique flexibility and a robust development environment for virtual world developers. WorldsServer's™ scaleable capacity and add-on module architecture provide developers the opportunity to build small prototypes that take advantage of our advanced features while keeping technology entry costs low. Developers can then easily scale their environments by augmenting server capacity as they roll out their environments, or their world popularity increases.

WorldsPlayer

WorldsPlayer is especially designed to allow users to view and experience the multi-user, interactive Worlds.com 3D technology. Any world created with the WorldsShaper™ will be viewable and navigable with WorldsPlayer. Using WorldsPlayer, a user assumes a persona (via a digital actor, or avatar), and can then move, view, chat, play, express one's self via gestures and animations, voice chat, send email, join discussion groups, listen to music, shop at Worlds' 3D store, all in the company of users from around the world.

• Voice- to-Voice communication
• Audio & Video streaming
• Multi-lingual text chat
• On-line live and pre-recorded cybercasts
• Shared states technology (games)
• Multi-player trading games
• 3D E-commerce
• Embedded IE controls in the 3D space
• Customizable Avatars
• Advanced set of avatar animations

With the technology platform already tested and in place, the Company is positioned to develop several topical entertainment channels within the Worlds.com network, such as SportsWorld, MusicWorld and GamesWorld. All of the worlds will contain promotions, advertising, contests, chat and games tailored to the specific content and branding in that world.

Advertising- The highly interactive environment of Worlds.com creates a shift in the current advertising paradigm on the web as Worlds.com environments offer interesting, life-like integrated marketing experiences that empower the advertiser and entertain the user. The Company's technology accommodates product placements within various worlds as well as the creation of interesting mini-sites and micro-sites for advertisers. Worlds.com will provide integrated web marketing programs for advertisers, which will include promotions, contests between avatars, product launches, e-commerce or just plain branding exposure amongst many other options.

Subscription Membership Fees and Other Revenues- Th VIP membership fees, promotions and utilization of the user email list and demographic information collected when users log on to Worlds.com for the first time.

Worlds.com has entered into strategic agreements with the following companies who provide distribution to large user bases and expand our 3D communities globally.

Freeserve Limited- The United Kingdom's largest Internet Service Provider (ISP) selected Worlds.com to be the official and exclusive three-dimensional (3D) and 2D (HTML) chat content provider on the Freeserve ISP service. Freeserve is one of the largest ISPs globally with more members in the UK than America Online. Freeserve Limited is a subsidiary of Dixon's Group plc, the UK's largest electronic retailer with almost 1,000 outlets.

Road Runner- The high-speed broadband service (owned by Time Warner, MediaOne Group, Microsoft corp., Compaq corp., and Advance/Newhouse) has chosen our 3D virtual music environment for its music channel called Hang@worlds.com.

Our agreement with Road Runner permits all Road Runner subscribers to participate in an entirely new, interactive online experience on the Road Runner and Media One broadband service. This agreement with Worlds is the first entered into by Road Runner with a 3D technology and broadband content provider.

Hanson-Hansonopoly, Inc., which represents platinum recording artists Hanson, utilized Worlds 3D Internet technology and content to create a special MOE Magazine CD in June 1999, and a Teen Magazine CD in June 2000. The HansonWorld CD includes 3D environments for members of the Hanson fan club, to enter, explore meet and greet one another in a visually rich environment. The fan club CD also includes several songs by Hanson, as well as video footage of Hanson, which has sold more than 10 million CD's worldwide since 1997. The installation rate of the HansonWorld from the enhanced CD was a record breaking 38% and a sticky factor of an average 268 minutes spent on HansonWorld per user per month.

NY Yankees- Worlds was selected to design and host the official 3D NY YankeesWorld site.

Worlds.com engages in e-commerce through the sale of select recording artist merchandise over the Internet on traditional standalone HTML web pages, as well as those same HTML pages connected to its 3D sites, and also operates a traditional HTML (2D) Internet chat service directed toward the fans of many of the world's leading recording artists and bands.

- Worlds pioneered, the first 3D Internet chat site: "Worlds Chat" in 1994
- More than $30 million invested in Worlds 3D Internet technology to date.
- Considered the leading 3D internet technology.

NOTE: Investors contemplating making an investment in Worlds.com are urged to reference the Company’s public filings with the Securities and Exchange Commission for more detailed historical and financial information about the Company.

Forward-looking Statements: Statements in this release contain forward-looking information about management expectations, strategic plans, prospects, anticipated financial or operational performance, and other similar matters. These statements are based on the current expectations of Worlds and forecasts and assumptions that involve risks and uncertainties. A variety of factors, many of which are beyond Worlds control, could cause actual results to differ materially from the expectations expressed in these statements. These factors include, but are not limited to, the volatility of financial markets, actions and initiatives by our current and potential competitors, events or circumstances impacting our major customers or suppliers, our ability to access capital markets when and as needed, the effect of current and future legislation or regulation and additional factors described in the reports filed by Worlds with the Securities and Exchange Commission (SEC), including Worlds' Annual Report on Form 10-K for the year ended December 31, 1999, which is available on the SEC's Web site, at www.sec.gov. Worlds undertakes no responsibility to update or revise any statements in this presentation, whether as a result of new information, future events or otherwise.