Exhibit 10.2


                                    AGREEMENT

         THIS AGREEMENT (this "Agreement") is dated as of December 4, 2002, by
and among Mr. Edward Goodstein ("Goodstein"), TW Cable, LLC ("TW"), Mr. Daniel
McPhee ("McPhee") and DataWorld Solutions, Inc.(the "Company").


                                   WITNESSETH:

         WHEREAS, Goodstein, TW and McPhee each has various rights, obligations,
liabilities and securities pertaining to the Company; and

         WHERAS, the parties wish to restructure such rights, obligations,
liabilities and securities; and

         WEREAS, Goodstein and TW recognize that McPhee's efforts as chief
executive of the Company to (a) reduce debts of the Company, especially those as
to which Goodstein and/or McPhee are personally liable, (b) enhance the value of
the Company and (c) increase the stock price to reduce Goodstein's personal
liabilities will benefit them; and

         NOW, THEREFORE, in consideration of the mutual covenants and
obligations set forth below, the parties hereto hereby agree as follows:

     1.   OBLIGATION. Goodstein and TW hereby agree to settle any and all debts,
          interest and obligations owed to either of them by the Company, for an
          amount equal to $252,00 to TW and $168,000 to Goodstein plus interest
          at 5% per annum. The aggregate of such amounts is hereby referred to
          as the "Settlement Amount". The Company expressly acknowledges its
          indebtedness to Goodstein and TW of the Settlement Amount without
          defense and agrees to make payments from time to time as set forth on
          the attached Schedule beginning December 1, 2002, which includes
          interest at 5%. Each payment shall be apportioned 60% to TW and 40% to
          Goodstein and will reflect the interest relating to such payment.

     2.   PERSONAL GUARANTEE OF MCPHEE. McPhee is obligated to Goodstein under a
          personal guarantee (currently equal to approximately $133,000).
          Payments of the Settlement Amount by the Company to Goodstein shall
          reduce McPhee's personal guarantee on a dollar-for-dollar basis.
          McPhee agrees that he will not transfer his assets to nay other person
          or entity if after such transfer, his net worth decreases to less than
          the then current amount of his personal guarantee referenced above.
          For example, if the personal guarantee amount is $100,000,and McPhee's
          net worth is $120,000, he may transfer up to not more than $20,000 to
          another person or entity.

     3.   SALES OF COMPANY STOCK BY GOODSTEIN. Sales of the Company stock by
          Goodstein reduce McPhee's personal guarantee, as well as the Company's
          Settlement Amount to TW and Goodstein. For every $1.00 of sale
          proceeds, both McPhee's personal liability and the Settlement Amount
          shall be reduced by $0.67.


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          If such sale proceeds equal $200,000 or more, McPhee's personal
          obligation to Goodstein shall be considered paid in full and McPhee
          shall be released from his personal guarantee. All reductions of the
          Settlement Amount as a result of sales of stock by Goodstein shall be
          first applied to the payment which is scheduled to be made last. For
          example, the lat payment on the attached Schedule provides for a
          $6,000 payment to be made by November 2017. If there is $8,955 in
          stock sales, the Settlement Amount is decreased by 67 % of such sale
          proceeds, or $6,000. The payment for November 2017 would be deemed
          paid by such stock sales. The next payment eligible for reduction of
          the Settlement Amount as a result of stock sales would be October 2017
          and so forth.

     4.   NEW STOCK. The Company agrees to issue 500,00 shares of its common
          stock in exchange for all of the Company's preferred stock owned by
          Goodstein. Such common stock will have a restrictive legend and be
          delivered promptly to Goodstein upon receipt by the Company of all of
          the preferred stock referenced above. The legend shall read as
          follows: "The shares represented by this certificate have not been
          registered under the Securities Act of 1933, as amended, and may not
          be sold or transferred without registration under said Act or an
          exemption therefrom."

     5.   LIMITATION ON STOCK SALES. As of the date hereof and including the
          500,000 shares referenced in Section 4 above, TW and Goodstein will
          beneficially own 2,563,949 shares of the Company's common stock.
          Goodstein agrees to limit his sales of Company stock in any one day to
          no more than 10% of the greater of the (a) current or (b) previous
          day's total trading volume in the Company's stock, provided that
          regardless of the daily volume limitation, he may sell a minimum of
          25,000 shares per calendar month. If he sells less than 25,000 shares
          in any month, such shortfall shall not be carried over to the next
          month. Goodstein further agrees to provide to the Company all
          appropriate brokerage documentation to confirm his compliance with
          such limitation. McPhee agrees to limit his sales of Company stock
          during the term of this Agreement in the same manner as Goodstein as
          set forth in this Section.

     6.   RULE 144 COMPLIANCE. The Company agrees to (a) cooperate in all
          respects with sales of stock by Goodstein and TW under Rule 144 of the
          Securities Act of 1933; (b) use its best efforts to timely file all
          necessary reports required under the Securities Exchange Act of 1934,
          and (c) pay the transfer agent costs as well as the Company's legal
          fees incurred in issuing the standard Rule 144 opinion for sales of
          the Company stock by Goodstein or TW.

     7.   OTHER RIGHTS. Goodstein agrees to waive his right to representation on
          the Board of Directors of the Company.

     8.   ESCROW. Upon execution of this Agreement, and a letter of direction
          from Christopher Francis with respect to his shares, Goodstein and TW
          agree to release from escrow, including those shares held for the
          benefit of prior creditors of the Company, 2 million shares of the
          Company's stock owned by McPhee and 4,250,00 shares of the Company's
          stock owned by Christopher Francis, with Francis's shares to be
          surrendered to the Company to become "treasury shares" held by the
          Company. The remaining shares held in escrow will be released upon
          full and final payment of the Settlement Amount. Goodstein and TW
          shall have the right to appoint a new escrow agent, the reasonable
          cost of which shall be borne equally between TW and the Company,
          provided the terms of the new escrow agreement are consistent with the
          terms of this Agreement.


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     9.   JUDGMENTS. For so long as the Company materially complies with this
          Agreement, Goodstein and TW agree not to file any actions, suits,
          arbitrations, or the like against the Company. For so long as
          Goodstein and TW materially comply with this Agreement, the Company
          agrees not to file any actions, suits, arbitrations or the like
          against either Goodstein or TW. Goodstein and TW agree to suspend all
          enforcement or collection on their judgment against McPhee provided
          that Goodstein and TW may enforce or collect all of their Judgments in
          the event the Company breaches a material term of this Agreement and
          such material breach is not cured within 14 days after Goodstein's
          notice of such breach is received by the Company. Any waiver in the
          discretion of Goodstein of a breach by the Company must be in writing
          and shall not constitute a waiver of any other breaches, whether
          occurring before or after any breach that is waived by Goodstein.

     10.  TERMINATION. This Agreement shall terminate on the earlier of (a) the
          date on which all of the material terms of this Agreement have been
          complied with or otherwise performed, (b) any other date agreed to by
          all of the parties, or (c) the date on which the Company, after notice
          as set forth in Section 11.2, fails to cure a breach of a material
          term of this Agreement, which breach is not waived in writing by
          Goodstein. In the event this Agreement is terminated under Section (c)
          above, Goodstein and TW shall have the rights to pursue all of their
          rights under all of their Judgments. Notwithstanding termination, the
          Company's obligations to TW and Goodstein and McPhee's personal
          guarantee to Goodstein shall be reduced in accordance with Section 1
          and 2 hereof with respect to actual payments by the Company to TW and
          Goodstein and sales of stock of the Company by Goodstein.

     11.  MISCELLANEOUS.

     11.1 Amendments. This Agreement may be modified or amended only by a
          written instrument executed by each of the parties hereto.


     11.2 Represenation. Each party represents that it has retained legal and
          other counsel of its choosing with respect to the transactions
          contemplated herein, and is satisfied in his sole discretion with the
          form and content of the documentation.

     11.3 Notices. All communications required or permitted to be given under
          this Agreement to any party hereto shall be sent by certified mail,
          return receipt requested to such party at the address set forth below.
          If a party gives notice to such address, it shall constitute good and
          sufficient notice unless the party to whom notice is being given has
          previously notified the other parties of a change of address by
          certified mail, return receipt requested.

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          TW Cable, LLC: 81 Executive Boulevard, PO Box 3259 Farmingdale, NY
          11735

          Edward Goodstein: 81 Executive Boulevard, PO Box 3259 Farmingdale, NY
          11735

          DataWorld Solutions, Inc.: PO Box 12006 Hauppauge, NY 11788

          Daniel McPhee: PO Box 12006 Hauppauge, NY 11788


     11.4 Successors and Assigns. This Agreement shall bind and inure to the
          benefit of the parties hereto and their respective successors and
          assigns; provided, however, that none of the obligations or duties
          under this Agreement may be assigned without written consent of the
          non-assigning parties.

     11.5 Governing Law. This Agreement shall be governed by and construed and
          interpreted in accordance with the laws of the State of New York.

     11.6 Counterparts. This Agreement may be executed in one or more
          counterparts, each of which shall be an original, and all of which
          together shall constitute one and the same agreement.

     11.7 Facsimile. This Agreement may be accepted via facsimile, and a
          facsimile transmission of the executed signature page hereof shall
          make this Agreement legally binding upon the party so executing and
          faxing such signature page. IN WITNESS WHEREOF, the parties hereto
          have executed this Agreement as of the day and year first above
          written.

----------------------------------
Mr. Edward Goodstein                                 DataWorld
                                                     Solutions, Inc. By: Daniel
                                                     McPhee, President

-------------------
TW Cable, LLC                                        ---------------------------


                                                     By:
                                                        -----------------
                                                        Mr. Daniel McPhee



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