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                   FINANCIAL ADVISORY AND CONSULTING AGREEMENT
                   -------------------------------------------

         This Agreement is made and entered into as of the 23rd day of March,
1999 between SGC Advisory Services, Inc. ("SGC" or the "Consultant") and Worlds
Inc. (the "Company").

         In consideration of the mutual promises made herein and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

         1. The Company hereby engages the Consultant to render financial
advisory and consulting service to the Company upon the terms and conditions set
forth herein. The term of this Agreement shall be for 36 months commencing as of
the "Start Date," as defined below. On or prior to April 13, 1999, the Company
shall appoint Steven Chrust as a member and Chairman of its Board of Directors
(the date of such appointment referred to herein as the "Start Date"). The
Company agrees that it will nominate Mr. Chrust for election as a director at
any shareholder's meeting held for the purpose of electing directors during the
term of this Agreement. As long as Mr. Chrust is a director of the Company, he
shall retain his title of Chairman of the Board.

         2. During the term of this Agreement, Consultant shall provide the
Company with such regular and customary financial consulting advice as is
reasonably requested by the Company. It is understood and acknowledged by the
parties that the value of Consultant's advice is not readily quantifiable, and
that although Consultant shall be obligated to render the advice contemplated by
this Agreement upon the reasonable request of the Company, Consultant shall not
be obligated to spend any specific amount of time in so doing. Consultant's
duties may include, but will not necessarily be limited to:

                  (a) Rendering advice with regard to internal operations,
including:

                  (i)   the formation of corporate goals and their
                        implementation;

                  (ii)  the Company's financial structure and its divisions or
                        subsidiaries; and

                  (iii) corporate organization and personnel.

                  (b) Rendering advice with regard to any of the following
corporate finance matters:

                  (i)   changes in the capitalization of the Company;

                  (ii)  changes in the Company's corporate structure;

                  (iii) redistribution of shareholdings of the Company's stock;

                  (iv)  offerings of securities in public and private
                        transactions;

                  (v)   alternative uses of corporate assets;

                  (vi)  structure and use of debt; and

                  (vii) sales of stock by insiders pursuant to Rule 144 or
                        otherwise.


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                  (c) Assistance in connection with the preparation and
dissemination of information about the Company to the investment community at
large and otherwise assisting in the Company's financial public relations.

                  In addition to the foregoing, Consultant agrees to (A) furnish
advice to the Company in connection with the acquisition of and/or merger with
other companies, the sale of the Company itself, or any of its assets,
subsidiaries or affiliates, or similar type of transaction (hereinafter referred
to as a "Transaction"), (B) assist the Company in identifying potential partners
in connection with a Transaction, (C) furnish advice to the Company in
connection with financings from financial institutions, including but not
limited to lines of credit, performance bonds, letters of credit, loans or other
financings (hereinafter referred to as a "Bank Financing"), and (D) assist the
Company in the negotiation and review of all documents submitted to the Company
by third parties in connection with a potential Transaction or Bank Financing.

                  Consultant shall also render such other financial consulting
and/or investment banking services as may from time to time be agreed upon by
Consultant and the Company.

         3. The Company shall pay Consultant the following compensation:

                  (a) an annual fee of $120,000 in monthly installments of
$10,000, commencing on the Start Date; provided, however, that such monthly
payments shall accrue and not be paid in cash until the date by which the
Company has raised at least $1,500,000 in debt or equity financings consummated
at any time during the term of this Agreement ("Financing Trigger Date"). If the
Company does not raise such financing, no fees shall be paid. If the Company
raises such financing, then all accrued and unpaid fees shall be paid on the
Financing Trigger Date and all payments will be made monthly, in cash,
thereafter for as long as this Agreement remains in effect. Notwithstanding the
foregoing, the annual fee shall increase to $300,000 ($25,000 per month) at such
time when (i) the Company's market value (i.e. the number of outstanding shares
multiplied by the market price) exceeds $100,000,000, and (ii) the Company has
raised at least $5,000,000 in debt or equity financings consummated at any time
during the term of this Agreement.

                  (b) warrants ("Warrants") to purchase 1,000,000 shares of the
Company's Common Stock, exercisable for a period of seven years commencing on
the Start Date at an exercise price $.50 per share. The Warrants are fully
earned by SGC (and/or its designees) as of the execution of this Agreement and
may not be terminated by the Company for any reason.

         4. In addition to the fees payable hereunder, the Company shall
reimburse Consultant for all reasonable travel and out-of-pocket expenses
incurred in connection with the services performed by Consultant pursuant to
this


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Agreement, promptly after submission to the Company of appropriate evidence of
such expenditures. Notwithstanding the foregoing, Consultant shall incur no more
than $3,000.00 of expenses in any calendar month without Company's consent.

         5. The Company acknowledges that all opinions and advice (written or
oral) given by Consultant to the Company in connection with Consultant's
engagement are intended solely for the benefit and use of the Company in
considering the transaction to which they relate, and the Company agrees that no
person or entity other than the Company shall be entitled to make use of or rely
upon the advice of Consultant to be given hereunder, and no such opinion or
advice shall be used for any manner or for any purpose, nor may the Company make
any public references to Consultant, or use the Consultant's name in any annual
reports or any other reports or releases of the Company, without Consultant's
prior written consent.

         6. Consultant will hold in confidence any information which the Company
provides to Consultant pursuant to this Agreement which is confidential and not
part of the public domain. Notwithstanding the foregoing, Consultant shall not
be required to maintain confidentiality with respect to information (i) which is
or becomes part of the public domain not due to the breach of this Agreement by
Consultant; (ii) of which it had independent knowledge prior to disclosure;
(iii) which comes into the possession of Consultant in the normal and routine
course of its own business from and through independent non-confidential
sources; or (iv) which is required to be disclosed by Consultant by laws, rules
or regulations. If Consultant is requested or required to disclose any
confidential information supplied to it by the Company, Consultant shall, unless
prohibited by law, promptly notify the Company of such request(s) so that the
Company may seek an appropriate protective order. Upon termination of this
Agreement or at the earlier request of the Company, Consultant shall return to
the Company all confidential documents, files, reports and data regarding the
Company, its business or its finances then in Consultant's possession.

         7. The Company acknowledges that Consultant or its affiliates are in
the business of providing financial services and consulting advice to others.
Nothing herein contained shall be construed to limit or restrict Consultant in
conducting such business with others, or in rendering such advice to others.

         8. The Company recognizes and confirms that, in advising the Company
hereunder, Consultant will use and rely on data, material and other information
furnished to Consultant by the Company, without independently verifying the
accuracy, completeness or veracity of same.

         9. The Company agrees to indemnify and hold harmless SGC, its
employees, agents, representatives and controlling persons from and against any
and all losses, claims, damages, liabilities, suits, actions, proceedings, costs
and expenses (collectively, "Damages"), including, without limitation,
reasonable attorney fees and expenses, as and when incurred, if such Damages
were directly or indirectly caused by, relating to, based upon or arising out of
the


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<PAGE>


rendering by SGC of services pursuant to this Agreement, so long as SGC shall
not have engaged in intentional or willful misconduct, or shall have acted
grossly negligently, in connection with the services provided which form the
basis of the claim for indemnification. The Company agrees to indemnify and hold
harmless Steven Chrust, to the fullest extent possible under law, for Damages,
as and when incurred, if such Damages were directly or indirectly caused by,
relating to, based upon or arising out of Mr. Chrust acting as a director and/or
Chairman of the Board of Directors of the Company. This paragraph shall survive
the termination of this Agreement. Notwithstanding the foregoing, if the Company
has entered into indemnification agreements or agreements with an executive
officer or director which is more favorable to such person then as set forth
above, the Company shall promptly after the execution of this agreement, enter
into a similar agreement with Mr. Chrust.

         10. Consultant shall perform its services hereunder as an independent
contractor and not as an employee or agent of the Company or any affiliate
thereof. Consultant shall have no authority to act for, represent or bind the
Company or any affiliate thereof in any manner, except as may be expressly
agreed to by the Company in writing from time to time.

         11. This Agreement constitutes the entire agreement between the parties
with respect to the subject matter hereof. No provision of this Agreement may be
amended, modified or waived, except in a writing signed by both parties. This
Agreement shall be binding upon and inure to the benefit of each of the parties
and their respective successors, legal representatives and assigns. This
Agreement may be executed in counterparts. In the event of any dispute under
this Agreement, then and in such event, each party agrees that the same shall be
submitted to the American Arbitration Association ("AAA") in the City of New
York, for its decision and determination in accordance with its rules and
regulations then in effect. Each of the parties agrees that the decision and/or
award made by the AAA may be entered as judgment of the Courts or the State of
New York, and shall be enforceable as such. This Agreement shall be construed
and enforced in accordance with the laws of the State of New York, without
giving effect to conflict of laws.

                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed on the day and year first above written.


SGC ADVISORY SERVICES, INC.               WORLDS INC.



By: /s/ Steven Chrust                     By: /s/ Thomas Kidrin
   --------------------------------          --------------------------------
Name:  Steven Chrust                      Name:  Thomas Kidrin
Title:  President                         Title:  President and CEO


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