NISSHO IWAI, TOPPAN PRINTING, AND WORLDS INC.
ANNOUNCE SWEEPING ALLIANCE

Move to Rapidly Accelerate the Spread of Online
Multiuser 3-D in Japan

Tokyo and San Francisco, March 11, 1996 -- Today Nissho Iwai, the largest trading company in Japan, Toppan Printing, one of the largest printing and publishing companies, and high-tech pioneer Worlds Inc. announced a comprehensive alliance to license and produce applications using Worlds Inc.'s leading edge multiuser 3-D technology. Aimed at the Japanese market, one of the fastest growing segments of the Internet, the new partnership creates a network of licensing, production, marketing, and investment links between the three companies.

The focus of the alliance is Worlds Inc.'s industry-leading multiuser virtual environment capabilities. Using a variety of custom optimizations, compatibility with VRML 2.0/Moving Worlds, and Java implementations, the company's technology allows the creation of 3-D Internet spaces that can be visited by multiple users simultaneously. Unlike standalone 3-D sites, visitors to a Worlds Inc. enabled site are able to see and interact with each other through online personifications known as avatars. This unique combination of a 3-D environment with multiuser interaction allows the development of highly intuitive and functional sites for any number of business, entertainment, or educational purposes. Best of all, they operate on today's computers and modems and take advantage of the growing installed base of 15 to 20 million Web browsers.

One of the more prominent features of today's announcement was the establishment of Nissho Iwai and Toppan as the first master licensees of the Worlds Inc. platform, including authoring and server software products. Under the terms of the agreement, the companies can distribute and sub-license the Worlds Inc. technology throughout the Japanese market. This license includes Worlds Inc.'s VRML 2.0/Moving Worlds compatible software and optimizations. By allowing sub-licensing, the agreement will allow the rapid distribution of these capabilities across the Japanese market.

"This alliance promises to dramatically alter the face of online computing in Japan," said Don Fowler, CEO of Worlds Inc. "Coupling our technical expertise in cutting edge applications with two of Japan's strongest developers and distributors of content is sure to have a major impact on this market. We are thrilled to count two such terrific companies among our partners."

In addition to the master licensing agreement, the companies unveiled a number of other aspects of their relationship. As the first project to be developed through the alliance, Worlds Inc. is beginning production on a new virtual environment. This custom Internet space will offer users a unique virtual shopping experience, as they tour 3-D virtual stores in the company of others, make purchases, and interact with the avatars of store clerks. And while Worlds Inc. will do the majority of the production work, Nissho Iwai and Toppan are establishing a production studio to allow the rapid creation of other virtual environments in addition to those created by licensees. All of these environments can be linked to one another, as well as to applications produced by Worlds Inc., its licensees, and its partners around the world.

Japan's leading online service, the nearly 2 million member NiftyServe, already plans to deliver a number of these environments to its users. Part-owned by Nissho Iwai, NiftyServe will immediately begin to offer the latest version of Worlds Chat(, the 3-D chat and entertainment environment created by Worlds Inc. Further releases will be added to allow NiftyServe users to experience the latest in social computing.

As a final aspect of the alliance, Nissho Iwai and Toppan announced they have made a joint equity investment in Worlds Inc. for an undisclosed amount. With their minority position, they join Pearson plc, Visa, Tandem Computers, and Knowledge Adventure as strategic investors in the company.

Worlds Inc. is the worldwide leader in Internet Virtual Reality through its licensing, production, and development efforts. Worlds Inc. has been leading the trend toward a new online paradigm, from being one of the first to embrace the Moving Worlds implementation of VRML, to creating a virtual playspace for children in pediatric hospitals in conjunction with the Starbright Foundation. Through the convergence of the computer, the telephone, and the television, Worlds Inc. technology represents a whole new metaphor for interaction and connectivity. Using Worlds Inc. enabled applications, people interact through their computers rather than simply with them. Worlds Inc. helps people from around the world communicate through seamless communications links tied to an interface they can readily understand because it mimics the physical world. This ability to create shared 3-D virtual environments that run on today's technology has been described as "astonishingly cool" by the New York Times, "the hottest innovation the Internet will see this year" by the Dallas Morning News, and "the next step in the evolution of online communication" by the Wall Street Journal.