S-8

As filed with the Securities and Exchange Commission on December 16, 2010

Registration No. __________

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

WORLDS.COM INC.

(Exact name of registrant as specified in its charter)

New Jersey (State or other jurisdic- tion of incorporation or                         organization)   22-1848316 (IRS Employer Identification No.)    

11 Royal Road

Brookline, MA 02445

(Address of Principal Executive Offices w/ Zip Code)

Consulting Agreement with Jason Leaf

Consulting Agreement with Gregory Rotman

Consulting Agreement with New World Merchant Partners LLC

(Full title of the plan)

Thomas Kidrin

President and CEO

Worlds.com Inc.

11 Royal Road

Brookline, MA 02445

 (Name and address of agent for service)

Copy to:

Irving Rothstein, Esq.

845 Third Avenue

New York, New York 10022

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,”  “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one):

__ Large Accelerated Filer   __ Accelerated Filer   __ Non-Accelerated Filer  x  Smaller reporting company (Do not check if a smaller  reporting company) 

Approximate date of commencement of proposed sale to the public:

FROM TIME TO TIME AFTER THE REGISTRATION STATEMENT BECOMES EFFECTIVE.

CALCULATION OF REGISTRATION FEE

TITLE OF SECURITIES TO BE REGISTERED	AMOUNT TO BE REGISTERED (1)	PROPOSED MAXIMUM OFFERING PRICE PER SHARE	PROPOSED MAXIMUM AGGREGATE OFFERING PRICE	AMOUNT OF REGISTRATION FEE
Common Stock	3,350,000	$0.11 (4)	$368,500(4)	$42.79
($.001 par value)	shares(2)(3)

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this registration statement shall also cover any additional shares of the Registrant’s common stock that become issuable by reason of any stock dividend, stock split, recapitalization or similar transaction effected without the Registrant’s receipt of consideration which would increase the number of outstanding shares of the Registrant’s common stock.

(2) Represents shares to be issued pursuant to the consulting agreements listed above.

(3) Includes 500,000 shares which may be issued under the terms of the consulting agreements listed above.

(4) Estimated solely for purposes of calculating the registration fee pursuant to Rules 457(c) and (h) under the Securities Act of 1933, as amended, on the basis of the product resulting from multiplying the registered shares of Common Stock by $0.11, the last sales price of the shares of Common Stock, as reported by the OTC Bulletin Board on December 15, 2010.

 PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed by us with the Securities and Exchange Commission (the "Commission"), pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the Securities Act of 1933, as amended (the "Securities Act"), are incorporated by reference in this Registration Statement:

(a)   Our Annual Report on Form 10-K for the year ended December 31, 2009.

(b)   All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by Annual Report referred to in (a) above.

(c)   The description of our Common Stock set forth in our Registration Statement on Form SB-2 filed April 6, 1998 (File No. 333-49453) and any amendment or report filed for the purpose of updating such description.

All documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all shares of Common Stock offered hereby have been sold or which deregisters all shares then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 14A:3-5 of the New Jersey Business Corporation Act, as amended, authorizes us to indemnify any director or officer under certain prescribed circumstances and, subject to certain limitations, against certain costs and expenses, including attorneys' fees actually and reasonably incurred in connection with any action, suit or proceeding, whether civil, criminal, administrative or investigative, to which such person is a party by reason of being one of our directors or officers if it is determined that such person acted in accordance with the applicable standard of conduct set forth in such statutory provisions. At our annual meeting of shareholders on December 15, 1999, our shareholders adopted an amendment to our Certificate of Incorporation which limited the liability of our dir ectors to the fullest extent permitted under the New Jersey Business Corporation Act. Article VI of our By-Laws also provides for indemnification of our directors to the fullest extent permitted under the New Jersey Business Corporation Act.

         We may also purchase and maintain insurance for the benefit of any director or officer which may cover claims for which we could not indemnify such person.

         Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore

unenforceable.

ITEM 8. EXHIBITS.

Exhibit Number       Description of Exhibit

4.1   Consulting Agreement dated as of November 8, 2010 with Gregory Rotman

4.2   Consulting Agreement dated as of November 8, 2010 with Jason Leaf

4.3   Consulting Agreement dated November 16, 2010 with New World

5 Opinion of Law Offices of Irving Rothstein

23.1 Consent of Bongiovanni & Associates, PA

23.2  Consent of Law Officers of Irving Rothstein (contained in Exhibit 5)

ITEM 9.  UNDERTAKINGS

The undersigned Registrant hereby undertakes:

1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement. 

2. That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 

3. To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering. 

4. That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to section 13(a) or section 15(d) of the Exchange Act of 1934 that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 

5. That insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opini on of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brookline, State of Massachusetts, on December 16, 2010.

WORLDS.COM INC.

By:           /s/ Thomas Kidrin

Thomas Kidrin

President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1933, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ Thomas Kidrin Thomas Kidrin	President and Chief Executive Officer (Principal Executive Officer)	December 16, 2010
/s/ Christopher Ryan Christopher Ryan	Chief Financial Officer (Principal Financial and Accounting Officer)	December 16, 2010
/s/ Robert Fireman   Robert Fireman	Director	December 16, 2010
/s/ Bernard Solar Bernard Solar	Director	December 16, 2010
/s/ Jay Coleman Jay Coleman	Director	December 16, 2010

INDEX TO EXHIBITS

Exhibit Number        Description of Exhibit

------------------        -------------------------

4.1                             Consulting Agreement dated as of November 8, 2010 with Gregory Rotman

4.2                             Consulting Agreement dated as of November 8, 2010 with Jason Leaf

4.3                             Consulting Agreement dated November 16, 2010 with New World Merchant Partners LLC

5                                Opinion of Law Offices of Irving Rothstein

23.1                           Consent of Bongiovanni & Associates, PA

EX-4.1

Exhibit 4.1

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT is made as of November 17, 2010, by and between WORLDS.COM, INC. (“Worlds”), with an address at 11 Royal Road Brookline, MA 02445 and GREGORY ROTMAN, with an address at 138 Chapman St., Canton, MA 02021 (“Consultant”).

WHEREAS, Worlds desires to engage Consultant, on a non-exclusive basis, to provide ongoing consulting services to Worlds;

WHEREAS, Worlds and Consultant desire to have Consultant provide consulting services to Worlds.

NOW THEREFORE, in consideration of the foregoing and the mutual promises set forth below, the parties hereto agree as follows:

1.           Services.  Consultant shall render to Worlds the services described in Exhibit A (the “Services”).

2.           Compensation.  Consultant shall provide the Services for the fees set forth in Exhibit B.  For any restricted stock, Worlds shall accept, and shall cause its transfer agent to accept, a Rule 144 legal opinion from any qualified attorney or law firm reasonably acceptable to Consultant to remove any restriction on the stock or permit the resale of the stock on a date that is six (6) months after the date hereof.

3.           Termination.  This Agreement shall terminate immediately at any time by either party after six (6) months from the date hereof, upon thirty (30) days prior written notice to the other party.  Notwithstanding the termination provisions in this Section 3, Consultant may terminate this Agreement without notice at any time that the fees set forth in Section 2 of this Agreement remain unpaid more than ten (10) days past their due date.

4.           Status as Independent Contractor.  The parties agree that Consultant will be an independent contractor for all purposes and that Consultant’s employees or agents will not in any way represent that it is an employee, officer, representative or affiliate in whatever manner of Worlds.  Furthermore, Consultant is not a partner, joint venturer or agent of Worlds, nor does Consultant have any right or authority under this Agreement to incur, assume or create, in writing or otherwise, any warranty, liability, or other obligation of any kind, express or implied, in the name of or on behalf of Worlds.

5.           Amendment and Waiver.  This Agreement may not be amended or waived except in a writing executed by the party against which such amendment or waiver is sought to be enforced.  No course of dealing between or among any persons having any interest in this Agreement will be deemed effective to modify or amend any part of this Agreement or any rights or obligations of any person under or by reason of this Agreement.

6.           Notices.  All notices, demands and other communications to be given or delivered under or by reason of the provi­sions of this Agreement will be in writing and will be deemed to have been given when personally delivered or mailed by first class mail, return receipt requested, or when receipt is acknowledged if sent by facsimile or other electronic transmission device.  Notices, demands and communications will, unless another address is specified in writing, be sent to the addresses first indicated above.

7.           DAMAGES.    IN NO EVENT SHALL EITHER PARTY BE RESPONSIBLE FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE OR OTHER INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST REVENUE OR PROFITS, IN ANY WAY ARISING OUT OF OR RELATED TO THE AGREEMENT, EVEN IF THE AFFECTED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.           Assignment.  This Agreement shall not be assigned without either party’s prior written consent.  Any assignment shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

9.           Severability.  Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

10.           Captions.  The captions used in this Agreement are for convenience of reference only and do not constitute a part of this Agreement and will not be deemed to limit, characterize or in any way affect any provision of this Agreement.

11.           Complete Agreement.  This Agreement, together with any attached exhibits, constitutes the complete agreement between the parties with respect to the subject matter hereof and supersedes any prior understandings, agreements or representations by or between the parties, written or oral, which may have related to the subject matter hereof and thereof in any way.

12.           Counterparts.  This Agreement may be executed in one or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same instrument

13.           Confidentiality.  All confidential information delivered by either party to the other shall be used only to for the purposes to carry out the purposes of this Agreement and any other agreement between the parties, and for no other purpose.  Such confidential information shall be the sole property of the disclosing party, and shall include any business ideas.  Upon termination of this Agreement, the receiving party shall return or destroy all such confidential information or personally identifiable information contained therein.  A party otherwise may use non-personally identifiable information possessed by the other party only to the extent such use is agreed to by the other party in writing its sole discretion.  No party shall disclose any of the terms of this Agreement to any third party, except to the extent necessary or required to perform its respective obligations under this Agreement; provided, however, that each of the parties may reveal the terms of this Agreement to their financial and legal advisors and institutions or as otherwise required by applicable law or governmental regulation.  For purposes of this Agreement, confidential information does not include any information or fact:  (a) currently available to the public as of the date hereof; (b) after it becomes available to the public other than as a result of a breach hereof or other wrongful conduct by either party to this Agreement; (c) after it becomes available to either party on a non-confidential basis from a source other than the disclosing party, provided that such third party is not in breach of a confidentiality agreement with either party by making the disclosur e; or (d) developed independently by any receiving party without any reference to or use whatsoever of any of the other party’s confidential information.

14.           Non-Solicitation.  Neither Worlds nor any consultant, director, officer or employee of Worlds (the “Agents”) shall solicit or engage any vendor or person introduced to Worlds or the Agents by Consultant during the term of this Agreement and for a period of twelve (12) months thereafter without the prior written approval of Consultant.

15.           Governing Law.  This Agreement shall be governed by the laws of the Commonwealth of Massachusetts.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

WORLDS.COM INC.

By: Gregory Rotman, President

Gregory Rotman, President

By: Thomas Kidrin

Thomas Kidrin

CEO/President

November 17, 2010

EXHIBIT A

SERVICES

Strategic Business Consulting and Advice as it pertains to; Business partnerships and/or relationships. These will range from Companies that may be a good strategic fit with your current business model to companies that make sense as potential spin-out targets that may not relate to your core business.

I have a reputation for mobilizing the specialized resources needed for each unique situation – whenever and wherever they are needed. I have the capacity to assemble balanced teams of industry, financial and operational experts to provide the necessary acumen to develop and implement workable solutions. I have been leading successful turnarounds for over 10 years by effectively combining financial and operational turnaround expertise with in depth industry knowledge and necessary leadership to achieve agreed upon goals in the most complex situations. I can bring a multidisciplinary approach to companies experiencing unfavorable situations arising from liquidity problems, over-leverage, underperformance, right-sizing or other business transition issues. I am an expert at identifying critical business issues and implementing strategies designed to maximize liquidity and enhance profitability.

I pride myself on my uniquely holistic approach to the challenges our clients face in managing their businesses. These challenges are often complex and cover a multitude of issues and subjects; for this reason, I  place a fundamental and equal emphasis on the three principal outcomes of business communications:

Brand – a company’s unique promise to its stakeholders

Reputation – its ability in the eyes of those stakeholders to deliver on that promise

Valuation – its ability to convert that promise into tangible value for its shareholders 

EXHIBIT B

FEES

Immediately upon execution of the Agreement, Worlds will deliver to the Consultant a certificate registered in the name of Consultant for 1,250,000 shares of freely tradable Worlds common stock.

Worlds shall deliver to Consultant every month as of the first business day of the month, during the term of this Agreement, 50,000 shares per month of freely tradable Worlds common stock.

EX-4.2

Exhibit 4.2

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT is made as of November 17, 2010, by and between WORLDS.COM, INC. (“Worlds”), with an address at 11 Royal Road Brookline, MA 02445 and JASON LEAF, with an address c/o 138 Chapman St., Canton, MA 02021 (“Consultant”).

WHEREAS, Worlds desires to engage Consultant, on a non-exclusive basis, to provide ongoing consulting services to Worlds;

WHEREAS, Worlds and Consultant desire to have Consultant provide consulting services to Worlds.

NOW THEREFORE, in consideration of the foregoing and the mutual promises set forth below, the parties hereto agree as follows:

1.   Services.  Consultant shall render to Worlds the services described in Exhibit A (the “Services”).

2.           Compensation.  Consultant shall provide the Services for the fees set forth in Exhibit B.  For any restricted stock, Worlds shall accept, and shall cause its transfer agent to accept, a Rule 144 legal opinion from any qualified attorney or law firm reasonably acceptable to Consultant to remove any restriction on the stock or permit the resale of the stock on a date that is six (6) months after the date hereof.

3.           Termination.  This Agreement shall terminate immediately at any time by either party after six (6) months from the date hereof, upon thirty (30) days prior written notice to the other party.  Notwithstanding the termination provisions in this Section 3, Consultant may terminate this Agreement without notice at any time that the fees set forth in Section 2 of this Agreement remain unpaid more than ten (10) days past their due date.

4.           Status as Independent Contractor.  The parties agree that Consultant will be an independent contractor for all purposes and that Consultant’s employees or agents will not in any way represent that it is an employee, officer, representative or affiliate in whatever manner of Worlds.  Furthermore, Consultant is not a partner, joint venturer or agent of Worlds, nor does Consultant have any right or authority under this Agreement to incur, assume or create, in writing or otherwise, any warranty, liability, or other obligation of any kind, express or implied, in the name of or on behalf of Worlds.

5.           Amendment and Waiver.  This Agreement may not be amended or waived except in a writing executed by the party against which such amendment or waiver is sought to be enforced.  No course of dealing between or among any persons having any interest in this Agreement will be deemed effective to modify or amend any part of this Agreement or any rights or obligations of any person under or by reason of this Agreement.

6.           Notices.  All notices, demands and other communications to be given or delivered under or by reason of the provi­sions of this Agreement will be in writing and will be deemed to have been given when personally delivered or mailed by first class mail, return receipt requested, or when receipt is acknowledged if sent by facsimile or other electronic transmission device.  Notices, demands and communications will, unless another address is specified in writing, be sent to the addresses first indicated above.

7.           DAMAGES.    IN NO EVENT SHALL EITHER PARTY BE RESPONSIBLE FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE OR OTHER INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST REVENUE OR PROFITS, IN ANY WAY ARISING OUT OF OR RELATED TO THE AGREEMENT, EVEN IF THE AFFECTED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.           Assignment.  This Agreement shall not be assigned without either party’s prior written consent.  Any assignment shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

9.           Severability.  Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

10.           Captions.  The captions used in this Agreement are for convenience of reference only and do not constitute a part of this Agreement and will not be deemed to limit, characterize or in any way affect any provision of this Agreement.

11.           Complete Agreement.  This Agreement, together with any attached exhibits, constitutes the complete agreement between the parties with respect to the subject matter hereof and supersedes any prior understandings, agreements or representations by or between the parties, written or oral, which may have related to the subject matter hereof and thereof in any way.

12.           Counterparts.  This Agreement may be executed in one or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same instrument

13.           Confidentiality.  All confidential information delivered by either party to the other shall be used only to for the purposes to carry out the purposes of this Agreement and any other agreement between the parties, and for no other purpose.  Such confidential information shall be the sole property of the disclosing party, and shall include any business ideas.  Upon termination of this Agreement, the receiving party shall return or destroy all such confidential information or personally identifiable information contained therein.  A party otherwise may use non-personally identifiable information possessed by the other party only to the extent such use is agreed to by the other party in writing its sole discretion.  No party shall disclose any of the terms of this Agreement to any third party, except to the extent necessary or required to perform its respective obligations under this Agreement; provided, however, that each of the parties may reveal the terms of this Agreement to their financial and legal advisors and institutions or as otherwise required by applicable law or governmental regulation.  For purposes of this Agreement, confidential information does not include any information or fact:  (a) currently available to the public as of the date hereof; (b) after it becomes available to the public other than as a result of a breach hereof or other wrongful conduct by either party to this Agreement; (c) after it becomes available to either party on a non-confidential basis from a source other than the disclosing party, provided that such third party is not in breach of a confidentiality agreement with either party by making the disc losure; or (d) developed independently by any receiving party without any reference to or use whatsoever of any of the other party’s confidential information.

14.           Non-Solicitation.  Neither Worlds nor any consultant, director, officer or employee of Worlds (the “Agents”) shall solicit or engage any vendor or person introduced to Worlds or the Agents by Consultant during the term of this Agreement and for a period of twelve (12) months thereafter without the prior written approval of Consultant.

15.           Governing Law.  This Agreement shall be governed by the laws of the Commonwealth of Massachusetts.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

	WORLDS.COM INC.
_______________________________	By: Thomas Kidrin Thomas Kidrin
Jason Leaf	November 17, 2010

EXHIBIT A

SERVICES

Business Consulting and Advice

·   Corporate governance

·   Stakeholder communications

·   Business plan development

·   Market sizing and discovery

·   Marketing segmentation

·   Primary and secondary research

·   Survey and polling

·   Strategic Partnerships /Acquisitions 

·   Corporate positioning and branding

·   Strategic marketing counsel

·   Business-to-business marketing

·   Consumer communications

·   Market research

·   Building Media relations and messaging online in a social setting, limited to commercialpurposes such as building buzz about Worlds products and services

EXHIBIT B

FEES

Immediately upon execution of the Agreement, Worlds will deliver to the Consultant a certificate registered in the name of Consultant for 1,250,000 shares of freely tradable Worlds common stock.

Worlds shall deliver to Consultant every month as of the first business day of the month, during the term of this Agreement, 50,000 shares per month of freely tradable Worlds common stock.

EX-4.3

Exhibit 4.3

November 16, 2010

Worlds.com, Inc.

11 Royal Road

Brookline, Massachusetts  02445

Attention: Thom Kidrin, President and Chief Executive Officer

Gentlemen:

We are pleased to set forth the terms of the retention of New World Merchant Partners LLC (“NWMP”) by Worlds.com, Inc. (collectively with its affiliates the “Company”).

1.           NWMP will assist the Company as its non-exclusive financial advisor, finder, and agent in connection with any Transaction with which the Company may be involved.  As used in this Agreement, the term “Transaction” shall mean (a) any merger, consolidation, reorganization, recapitalization, business combination, or other transaction pursuant to which the Company is acquired by, or combined with, any third party during the term of this Agreement (any such entity, a “Target”) or (b) the acquisition, directly or indirectly, by the Company (or by one or more persons acting together with the Company pursuant to a written agreement or otherwise), in a single transaction or a series of transaction, of (i) all or substantially all of the assets of the Target or (ii) shares of the Target’s capital stock.  NWMP’s services will include advice with respect to valuation and structuring of any Transaction, and assisting the Company in negotiations relating to any Transaction.

2.           In connection with NWMP’s activities on the Company’s behalf, the Company will cooperate with NWMP and will furnish NWMP with all information and data concerning the Company, any Transaction, and, to the extent available to the Company (the “Information”) which NWMP deems appropriate and will provide NWMP with access to the Company’s officers, directors, employees, independent accountants, and legal counsel.  To the extent that the Company has access to the officers, directors, employees, independent accountants, and legal counsel of the Target, it will provide such access to NWMP.  The Company represents and warrants that all Information (a) made available to NW MP by the Company or (b) contained in any filing by the Company with any court or governmental regulatory agency, commission, or instrumentality with respect to any Transaction will, at all times during the period of the engagement of NWMP hereunder, be complete and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading.  The Company further represents and warrants that any projections provided by it to NWMP will have been prepared in good faith and will be based upon assumptions which, in light of the circumstances under which they are made, are reasonable.  The Company acknowledges and agrees that, in rendering its services hereunder, NWMP will be using and relying on the Information (and information available from public sources and other sources deemed reliable by NWMP) without independent verification thereof by NWMP or independent appraisal by NWMP of any of the Company or the Company’s assets or of the Target or the Target’s assets. NWMP does not assume responsibility for the accuracy or completeness of the Information or any other information regarding the Target, the Company, or any Transaction.  Any advice rendered by NWMP pursuant to this Agreement may not be disclosed publicly without NWMP’s prior written consent.

3.           In consideration of our services pursuant to this Agreement, NWMP shall be entitled to receive, and the Company agrees to pay NWMP, the following compensation:

(a)           a cash fee equal to three percent (3%) of the Transaction Consideration (as hereinafter defined); and

(b)           250,000 shares of common stock of the Company, the resale of such shares of common stock to be registered within 30 days on an appropriate form under the Securities Act of 1933, as amended.

For purposes of this Agreement, “Transaction Consideration” shall include the aggregate amount of cash, securities, or other assets received by the Company or its shareholders, and/or the Target or its shareholders, as applicable, in connection with a Transaction, plus (i) the present value of any payments made or to be made pursuant to installment notes, covenants not-to-compete, or other, similar arrangements (but excluding any future compensation for future employment in an amount consistent with that paid by the Company prior to the Transaction); (ii) the face amount of any debt of the Company or the Company's shareholders (but excluding operating leases, trade payables and normal accruals) which is assumed oth erwise borne by the purchaser; and (iii) the amount of any dividends or other extraordinary payments or distributions made by the Company to its shareholders, officers, directors, or employees in anticipation of the Transaction.  The “present value of any payments made or to be made” shall be determined using the face amount of the payments, and a discount rate equal to the yield of 5-year Treasuries plus 1% at the end of the day immediately preceding the close of the Transaction.  Any securities or other non-cash consideration, received as consideration shall have a value equal to the cash equivalent value, as reasonably determined by NWMP. If all or any portion of the consideration payable in connection with the Transaction includes contingent future payments, then the Company shall pay to NWMP, upon consummation of the Transaction, an additional cash fee determined in accordance with this paragraph, when, and if, such contingency payments are received. However, in the event of an installment purchase at a fixed price and a fixed time schedule the Company agrees to pay to NWMP, upon consummation of the Transaction, a cash fee determined in accordance with this paragraph based upon the present value of such installment payments using a discount rate referenced above.

In the event that, for any reason, the Company shall fail to pay to NWMP all or any portion of the compensation otherwise due thereto pursuant to this Agreement, interest shall accrue on such amount and shall be payable on the unpaid balance due hereunder from the date such amount was due through and including the date actually received by NWMP at the rate of interest equal to two points over the prime rate of interest as determined by Citibank, N.A. in New York, New York, computed on a daily basis and adjusted as announced from time to time.

If a Transaction is consummated and the Company determines to dispose of any assets of the Company or the Target within two years of such consummation, NWMP shall have the right to act as the Company’s exclusive agent in connection with such dispositions, subject to the good faith negotiation of customary and mutually agreeable terms.

4.           In addition to the fees described in paragraph 3 above, the Company agrees to promptly reimburse NWMP, upon request from time to time, for all out-of-pocket expenses incurred by NWMP (including fees and disbursements of counsel, and of other consultants and advisors retained by NWMP) in connection with the matters contemplated by this Agreement, provided, however, that no expense in excess of $250 shall be incurred without the prior consent of the Company.

5.           The Company agrees to indemnify NWMP in accordance with the indemnification provisions (the “Indemnification Provisions”) attached to this Agreement, which Indemnification Provisions are incorporated herein and made a part hereof.

6.           The term of this Agreement shall commence on the date hereof and expire on the first anniversary of the date hereof.  Notwithstanding anything herein to the contrary, if the Company shall, within 180 days immediately following the termination of such one year period or the date of the termination of this Agreement, if earlier, consummate a Transaction on which NWMP had any involvement or exerted any efforts whatsoever, the Company shall be required to pay to NWMP the fee determined in accordance with Section 3 hereof with respect to such Transaction.  Notwithstanding the foregoing, either party hereto may terminate this Agreement at any time upon written notice, without liability or expenses incurred or continuing obligation, except as otherwise se t forth in this Section 6.  Neither termination of this Agreement nor completion of the assignment contemplated hereby shall affect: (i) any compensation earned by NWMP up to the date of termination or completion, as the case may be, (ii) any compensation to be earned by NWMP after termination pursuant to paragraph 6 hereof, (iii) the reimbursement of expenses incurred by NWMP up to the date of termination or completion, as the case may be, (iv) the provisions of Sections 3 through 8, inclusive, of this Agreement, and (v) the attached Indemnification Provisions which are incorporated herein, all of which shall remain operative and in full force and effect.

7.           The validity and interpretation of this Agreement shall be governed by the law of the State of New York applicable to agreements made and to be fully performed therein, without reference to conflicts of laws. The Company irrevocably submits to the jurisdiction of any court of the State of New York or the United States District Court for the Southern District of the State of New York for the purpose of any suit, action, or other proceeding arising out of this Agreement, or any of the agreements or transactions contemplated hereby, which is brought by or against the Company, and (i) hereby irrevocably agrees that all claims in respect of any such suit, action, or proceeding may be heard and determined in any such court and (ii) to the extent that the Company has acquire d, or hereafter may acquire any immunity from jurisdiction of such court or from any legal process therein, the Company hereby waives, to the fullest extent permitted by law, such immunity.  The Company hereby waives, and agrees not to assert in any such suit, action, or proceeding, in each case, to the fullest extent permitted by applicable law, any claim that (a) the Company is not personally subject to the jurisdiction of any such court, (b) the Company is immune from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution, or otherwise) with respect to the Company’s property, or (c) any such suit, action, or proceeding is brought in an inconvenient forum.

8.           The benefits of this Agreement shall inure to the respective successors and assigns of the parties hereto and of the indemnified parties hereunder and their successors and assigns and representatives, and the obligations and liabilities assumed in this Agreement by the parties hereto shall be binding upon their respective successors and assigns.

For the convenience of the parties, any number of counterparts of this Agreement may be executed by the parties hereto.  Each such counterpart shall be, and shall be deemed to be, an original instrument, but all of such counterparts taken together shall constitute one and the same Agreement.  This Agreement may not be modified or amended, except in writing signed by the parties hereto.

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SIGNATURE PAGE FOLLOWS]

If the foregoing correctly sets forth our Agreement, please sign the enclosed copy of this letter in the space provided and return it to us.

Very truly yours,

NEW WORLD MERCHANT

PARTNERS LLC

By:_______________________

     Name:

     Title:

Confirmed and Agreed to

this 18th of November, 2010:

WORLDS.COM, INC.

By:Name: Thomas Kidrin

      Title:

INDEMNIFICATION PROVISIONS

Worlds.com, Inc. (collectively with its affiliates the “Company”) agrees to indemnify and hold harmless New World Merchant Partners LLC (“NWMP”) against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses, and disbursements  (and all actions, suits, proceedings, and investigations in respect thereof and any and all legal or other costs, expenses, and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise), including, without limitation, the costs, expenses, and disbursements, as and when incurred, of investigating, preparing, or defending any such action, proceeding, or investigation (whether or not in connection with litigation in which NWMP is a party), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with (a) NWMP’s acting for the Company, including, without limitation, any act or omission by NWMP in connection with its acceptance of or the performance or non-performance of its obligations under the agreement, dated November 16, 2010, between NWMP and the Company, as such agreement  may be amended from time to time (the “Agreement”), or (b) any Transaction (as such term is defined in the Agreement); provided, however, such indemnity shall not apply to any portion of any such loss, claim, damage, obligation, penalty, judgment, award, liability, cost, expense, or disbursement to the extent it is found in a final judgment by a court of compe tent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of NWMP.   The Company also agrees that NWMP shall not have any liability (whether direct or indirect in contract or tort or otherwise) to the Company for or in connection with the engagement of NWMP, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not to subject to further appeal) to have resulted primarily and directly from NWMP’s gross negligence or willful misconduct.

These Indemnification Provisions shall be in addition to any liability which the Company may otherwise have to NWMP or the persons indemnified below in this sentence and shall extend to the following: NWMP, its affiliated entities, directors, officers, employees, counsel, agents, and controlling persons (within the meaning of the federal securities laws).  All references to NWMP in these Indemnification Provisions shall be deemed to include any and all of the foregoing.

If any action, suit, proceeding, or investigation is commenced as to which NWMP proposed to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by NWMP to notify the Company shall not relieve the Company from its obligations hereunder unless the Company shall have been materially prejudiced. The Company shall have the right to retain counsel to represent NWMP, which counsel shall be reasonably acceptable to NWMP, and the Company shall pay the fees, expenses, and disbursements of such counsel; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Comp any.  The Company shall be liable for any settlement of any claim against NWMP made with its written consent, which consent shall not be unreasonably withheld.  The Company shall not, without the prior written consent of NWMP, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise, or consent includes, as an unconditional term thereof, the giving by the claimant to NWMP of an unconditional release from all liability in respect of such claim.

In order to provide for just and equitable contribution, if a claim for indemnification pursuant  to these Indemnification Provisions is made, but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company, on the one hand, and NWMP, on the other hand, shall contribute to the losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses, and disbursements to which the indemnified persons may be subject in accordance with the relative benefits received by the Company, on the one hand, and NWMP, on the other hand, in connection with the statements, acts, or omissions which resulted in such los ses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses, and disbursements and the relevant equitable considerations shall also be considered.  No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for such fraudulent misrepresentation.  Notwithstanding the foregoing, NWMP shall not be obligated to contribute any amount hereunder that exceeds the amount of fees previously received by NWMP pursuant to the Agreement.

Neither termination nor completion of the engagement of NWMP referred to above shall affect these Indemnification Provisions, which shall then remain operative and in full force and effect.

EX-5

Exhibit 5

December 16, 2010

Worlds.com Inc.

11 Royal Road

Brookline, MA02445

Gentlemen:

I refer to the Registration Statement on Form S-8 (the "Registration Statement") to be filed by Worlds.com Inc. (the "Company") with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), relating to the registration of 3,350,000 shares of the common stock of the Company, par value, $.001 per share (the "Shares"), which is to be issued pursuant to the terms of three consulting agreements (the "Plans").

As counsel for the Company, I have examined such corporate records, documents and such questions of law as I have considered necessary or appropriate for the purposes of this opinion and, upon the basis of such examination, advise you that in my opinion, all necessary corporate proceedings by the Company have been duly taken to authorize the issuance of the Shares pursuant to the Plans, and that the Shares being registered pursuant to the Registration Statement, when issued in accordance with the terms of the Plans, will be duly authorized, legally issued, fully paid and nonassessable.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and all references to it in the Registration Statement.

Very truly yours,

/s/ Irving Rothstein

Law Offices of Irving Rothstein

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our reportdated April 7, 2010 relating to the financial statements and financial statement schedules of Worlds.com Inc., which appears in Worlds.com Inc.'s Annual Report on Form 10-K for the year ended December 31, 2009.

/s/ Bongiovanni & Associates, CPA'S

Bongiovanni & Associates, CPA'S

Cornelius, North Carolina

December 16, 2010