WORLDS.COM
INC 


 1455
East Putnam Avenue 


 Old
Greenwich, Connecticut 06870 




   


 November
20, 2000 




   


   


 Pearson
Inc. 


 1330
Avenue of the Americas 


 New
York, New York 10019  


   


 This
letter agreement confirms our understanding regarding the restructuring of the debt
of Worlds.com Inc. ("WCI")
to Pearson, Inc. ("Pearson")
represented by the Convertible Promissory Note,
dated November 21,
 1997, given by our predecessor,
Worlds, Inc., to Pearson (the "1997 Note"). 


   


 WCI
and Pearson agree as follows:  


   








  1.
The 1997 Note will be cancelled. 






   


  2.
WCI will issue
a new Promissory Note to
Pearson in the principal
amount of $631,950.00 in the form
annexed hereto as Exhibit A 





   


 3.
WCI will grant Pearson an
option to purchase 100,000 shares of WCI common stock on the
terms and cond itions
set forth in the Stock Option Agreement
annexed hereto as Exhibit
B. 


   


 4.
WCI will provide Pearson with a
credit toward future services
to be provided by WCI in the amount
of $631,950. The future
services will consist of design,
creation and production
of one or more
three dimensional internet web
site or sites. The site(s) will be
of a visual and functional
quality comparable with
WCI's currently existing three dimensional
web sites. WCI
will also offer as part of the services,
the hosting
and maintenance
of the site or sites.
WCI will provide the services
to Pearson at
a 20% discount off the lower of WCI's current
regular time and material rates,
a copy of which
is attached as
Exhibit C or the
rates in effect at
the time that
a service agreement is executed.
WCI will provide Pearson
with a quarterly statement indicating
the time applied and
remaining credit. The services will be
provided pursuant to customary service
agreements to be mutually agreed on by
the parties. 


   


 5.
This Agreement shall be governed by
and construed under the
law of the State of New
York, disregarding any principles
of conflicts of law that
would otherwise provide for
the application of the substantive
law of another jurisdiction. Each of the
parties (i) agrees that any legal suit,
action or proceeding arising out of or
relating to this Agreement
shall be
Instituted exclusively in
the courts of New
York located in New
York City in
the borough
of Manhattan, (ii) waives any
objection to the venue of any such
suit, action or proceeding
and the right
to assert that such forum
is not a convenient forum, and
(iii) Irrevocably consents to the jurisdiction
of the 


   


   


 37882.1 





   



     

     

    

   


   


   


 Pearson
Inc. 


 November
20, 2000 


 Page2 


   


   


 courts
of New York in
any such suit,
action or
proceeding. Each of
the parties further agrees
to accept and acknowledge service of
any and all process
which may be served in any such
suit, action or proceeding in the courts
of New York
and agrees that service of process  upon
it mailed by certified mail to its address
shall be deemed in every respect effective
service of process upon it in
any such suit,
action or proceeding. 


   


   


   


   


   


   


   


 By:
/s/ Thom Kidrin 


 Name:
Thom Kidrin 


 Title:
President & CEO 


   


   


   


 Accepted
and agreed 


   


 PEARSON
INC. 


   


 By:
/s/ Michael Fortini 


 Name:
Michael Fortini 


 Title:
Vice President – Finance and Special Projects 


   


    


 37882.1