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1.1 million Freeserve Members Will have Access to Worlds
3D Broadband Content Freeserve Also To Include Worlds'
3D Internet Technology and 3D Broadband Content On Millions
of New ISP Access CDs Worlds' E-commerce Link also to be on
Freeserve's Shopping Channel

Boston, Mass. June 16, 1999 - Worlds Inc. (OTC:WDDD;, today announced that it had entered into a definitive agreement with Freeserve Limited, the United Kingdom's largest Internet Service Provider (ISP) to be the official and exclusive three-dimensional (3D) Internet broadband chat content provider on the Freeserve ISP service.

Freeserve Limited, a subsidiary of Dixons Group plc, the UK's largest electronics retailer with almost 1,000 outlets, has generated over 1.1 million active user accounts in only eight months, making it one of the largest ISPs globally with more members than American Online (NYSE:AOL) in the UK.

The agreement also calls for the creation by Worlds of a mini-version (6-7 megabytes) of the main 3D site Worlds will create and host for Freeserve. This mini-version of the complete 3D site will be directly downloadable over the Internet from a traditional HTML page that will be on the Freeserve site. This mini-version of Worlds 3D broadband content will be available and promoted by Freeserve for direct Internet download to Freeserve's current 1.1 million active members.

The 3D sites that Worlds will create for Freeserve will be co-branded with Freeserve Brand Features and Worlds' Brand Features, including Worlds created 3D content that will be a near-mirror image of the 'Worlds Ultimate 3D Chat' online service that Worlds currently operates. This 3D content includes numerous, multi-user interactive environments from clubs to special interest chat rooms where Freeserve members can visit, meet and share information and experiences.

As a result of this agreement which permits Freeserve to use Worlds 3D broadband content, Freeserve is believed to be the first ISP to offer true, 3D broadband content via the CD, with future updates to the Worlds broadband content made from direct downloads over the Internet.

In addition to the inclusion of Worlds 3D Internet technology and content on millions of Internet access CDs that Freeserve is expected to distribute over the next twelve months, the agreement also calls for Worlds to have a link on Freeserve's Shopping Channel Page for Worlds E-commerce Store. currently sells the merchandise of a number of major recording artists, including Elton John, Sting, Shania Twain and U2, among others, under the terms of a licensing agreement with PolyGram Merchandising Inc., one of the major licensees of record artist merchandise. also sells, pursuant to another agreement, the merchandise of rock icon David Bowie, and also operates the official 3D Internet Site for Mr. John Pluthero, Chief Executive Officer of Freeserve stated, "We are most impressed by the advanced 3D Internet technology and rich visual content that Worlds brings to Freeserve members. Having an exciting, interactive, multi-user 3D chat environment goes a long way toward creating an active and vibrant Freeserve members' community."

Mr. Pluthero added "As part of this transaction and as partial consideration for granting these exclusive rights to Worlds, Freeserve has acquired a slightly greater than 1% interest in Worlds. We look forward to a mutually rewarding relationship and are excited about the prospects for our 3D environments and their ability to enhance Freeserve's members' online experience."

According to Steven G. Chrust, Chairman of Worlds, "We are very pleased to be working together with such an innovative and rapidly growing group as Freeserve. The inclusion of Worlds rich visual 3D broadband content on the millions of Internet access CDs that Freeserve will distribute coupled with the downloadable version of our proprietary 3D Internet browser and content will take us another important step further towards Worlds becoming The 3D Internet Channel."

About Worlds Inc.
The Company creates, markets, and operates three-dimensional (3D) interactive, multimedia, virtual environments for the internet, utilizing its proprietary technology. Worlds' Internet software and broadband content is delivered and installed via broadband interactive cable networks or embedded on traditional audio CDs, and forms the basis for multi-user chat, E-commerce and advertising forums. Worlds' software and content permit animation and motion on the Internet which allows online users to experience the ability to move about 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. It may be 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.

About Freeserve Ltd.
Freeserve is a subsidiary of the Dixons Group plc the UK's largest electrical retailer and was launched on September 22, 1998. It was the first company to offer a fully featured free Internet service UK wide. Freeserve is available on a free CD in all Dixons, Currys, PC World, the Link and @jakarta stores in the UK and is primarily intended for home users and small office/home business users.

Forward-looking Statements: The information herein contains forward-looking statements regarding future results and performance that involve a number of 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, performance or achievements expressed or implied by such forward-looking statements. These factors include, but are not limited to, the competitive environment, inflation, changes in costs 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 expenditure plans, and other factors referenced herein and in the Company's filings with the SEC. Accordingly, any forward-looking statements included herein do not purport to be predictions of future events of circumstances. 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 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