0001264931-11-000555 Sample Contracts

LICENSE AGREEMENT
License Agreement • October 7th, 2011 • Worlds Online Inc. • Services-computer processing & data preparation

Agreement dated as of May 16, 2011, by and among Worlds Inc., a Delaware corporation having its address at 11 Royal Road, Brookline MA 02445 (hereafter, the “Licensor”) and Worlds Online Inc., a Delaware corporation with its address at 11 Royal Road, Brookline MA 02445 (“Licensee”).

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WORLDS.COM INC Old Greenwich, Connecticut 06870
Worlds Online Inc. • October 7th, 2011 • Services-computer processing & data preparation • New York

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").

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