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Worlds Proprietary Music Oriented 3D Virtual World
Will Be Available on Road Runner in late-May

Boston, April 28, 1999 - Worlds Inc. (OTC:WDDD;, a pioneer in three dimensional (3D) internet technology and content, announced that Road Runner, the high-speed online service owned by Time Warner, MediaOne Group, Microsoft Corp., Compaq Corp., and Advance/Newhouse, would begin offering, in late-May, a 3D virtual music environment created by Worlds Inc.

The Worlds agreement with Road Runner will permit all Road Runner subscribers to participate in an entirely new, interactive online experience.

Worlds was tapped by Road Runner to create a Road Runner/ co-branded area on the Road Runner service. This co-branded area will highlight the latest technology in the Road Runner music channel. This agreement with Worlds is the first entered into by Road Runner with a 3D technology and broadband content provider for the Road Runner music channel. Financial terms of the relationship were not disclosed.

According to David Gollob, Director of Business Development at Road Runner, "We are extremely pleased to be working with Worlds on this highly interactive virtual reality experience. I believe efforts like this further our strategy of showcasing innovative technologies in a high-speed environment."

Worlds developers and graphic artists have just completed the final phase of a three dimensional music-oriented virtual world for Road Runner. Worlds technology and content, created exclusively for Road Runner's Entertainment Channel, is scheduled to launch in late-May. The three dimensional space will contain eight different music genres - alternative, country, hip hop, soul, metal, blues, classic rock and jazz. Road Runner subscribers will also be able to utilize streaming video and streaming audio to listen to their favorite music videos within each music genre room, access the latest in music news and be able to see live cybercasts in the first true three dimensional cybercast theater built for the internet.

Thom Kidrin, President and CEO of Worlds, noted that "Worlds advanced 3D technology and rich graphic content that will be delivered to Road Runner subscribers today is where the future of the internet rests. The motion and animation that Road Runner subscribers will see and be truly immersed in when they install the many Worlds music genre sites are something rarely seen on the internet today, and Road Runner's broadband service makes all of this accessible to its subscribers today. The relationship between Road Runner and Worlds clearly reinforces Worlds' cutting edge position in three dimensional internet technology and content and takes us a step closer to establishing Worlds as the 3D internet channel."

Road Runner subscribers who access the various Worlds three dimensional genre music spaces have the ability to select an avatar (one's alter ego character) as an online identity. As an avatar, the Road Runner subscriber can move into and out of different music environments. Entry will also be afforded to Worlds Avatar Gallery and Worlds Gallery of Metamorphics. The Avatar Gallery contains over 100 different avatars, including more than 70 that are polygonal and are very easily user controlled for performing more than 17 different actions and behaviors, including walking, waving, nodding yes and no, flipping, twirling, expressing happiness and anger, doing funky and rockin' roll dances and even flying.

About Worlds Inc. Three Dimensional Internet Technology and Content
Worlds' Internet software and content delivered and installed via broadband interactive cable networks or embedded on traditional audio CDs, as an enhanced, value added feature, permits animation and motion on the Internet. Worlds' proprietary software and content permit online users to experience moving into and out of various spaces via the selection of an avatar (one's alter ego character) for self-representation on the Internet. Worlds Avatar Gallery has over 100 different characters (avatars) from which an online user may select his or her online character, be it a real person, an animal, a cartoon character, or even a bird. These online users can also meet other avatars with whom they can communicate in various ways, including, but not limited to traditional text chat or real voice-to-voice chat; these users can even wave to and dance with one another and exhibit numerous other behavior patterns, all in a highly interactive, real time, online environment.

Forward-looking Statements:The information herein contains forward-looking statements that involve risks and uncertainties. A number of factors could cause actual results, performance, and achievements of the company, or industry results, to be materially different from any future results, performances or achievements expressed or implied by such forward-looking statements. These factors include, but are not limited to, the competitive environment, inflation, changes in the cost of goods and services, economic conditions in general and in the Company's business, demographic changes, changes in the availability of and terms of financing to fund the anticipated growth of the Company's business, the ability to attract and retain qualified personnel, changes in the Company's capital plans, and other factors referenced herein and in the Company's filings with the SEC. In addition, such forward-looking statements are necessarily dependent upon assumptions, estimates and dates that may be incorrect or imprecise and involve known and unknown risks, uncertainties and other factors. Accordingly, any forward-looking statements included herein do not purport to be predictions of future events of circumstances and may not be realized. Forward-looking statements can be identified, by, among other things, the use of forward-looking terminology such as "believes," "expects," "may," "will," "should," "seeks," "anticipates," "intends" or the negative of any thereof, or other variations thereon or comparable terminology, or by discussions of strategy or intentions. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements. The Company disclaims any obligation to update any such factors or to announce publicly the results of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.

Thom Kidrin