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Financial Advisory And Consulting Agreement

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Sectors: Computer Software and Services
Governing Law: New York, View New York State Laws
Effective Date: March 23, 1999
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EXHIBIT 10.2


FINANCIAL ADVISORY AND CONSULTING AGREEMENT
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This Agreement is made and entered into as of the 23rd day of March, 1999 between SGC Advisory Services, Inc. ("SGC" or the "Consultant") and Worlds Inc. (the "Company").


In consideration of the mutual promises made herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


1. The Company hereby engages the Consultant to render financial advisory
and consulting service to the Company upon the terms and conditions set
forth herein. The term of this Agreement shall be for 36 months commencing
as of the "Start Date," as defined below. On or prior to April 13, 1999,
the Company shall appoint Steven Chrust as a member and Chairman of its
Board of Directors (the date of such appointment referred to herein as the
"Start Date"). The Company agrees that it will nominate Mr. Chrust for
election as a director at any shareholder's meeting held for the purpose of
electing directors during the term of this Agreement. As long as Mr. Chrust
is a director of the Company, he shall retain his title of Chairman of the
Board.


2. During the term of this Agreement, Consultant shall provide the Company
with such regular and customary financial consulting advice as is
reasonably requested by the Company. It is understood and acknowledged by
the parties that the value of Consultant's advice is not readily
quantifiable, and that although Consultant shall be obligated to render the
advice contemplated by this Agreement upon the reasonable request of the
Company, Consultant shall not be obligated to spend any specific amount of
time in so doing. Consultant's duties may include, but will not necessarily
be limited to:


(a) Rendering advice with regard to internal operations, including:


(i) the formation of corporate goals and their implementation;
(ii) the Company's financial structure and its divisions or
subsidiaries; and
(iii) corporate organization and personnel.


(b) Rendering advice with regard to any of the following corporate
finance matters:


(i) changes in the capitalization of the Company;
(ii) changes in the Company's corporate structure;
(iii) redistribution of shareholdings of the Company's stock;
(iv) offerings of securities in public and private transactions;


1


(v) alternative uses of corporate assets;
(vi) structure and use of debt; and
(vii) sales of stock by insiders pursuant to Rule 144 or
otherwise.


(c) Assistance in connection with the preparation and dissemination of
information about the Company to the investment community at large and
otherwise assisting in the Company's financial public relations.


In addition to the foregoing, Consultant agrees to (A) furnish advice
to the Company in connection with the acquisition of and/or merger with
other companies, the sale of the Company itself, or any of its assets,
subsidiaries or affiliates, or similar type of transaction hereinafter
referred to as a "Transaction"), (B) assist the Company in identifying
potential partners in connection with a Transaction, (C) furnish advice to
the Company in connection with financings from financial institutions,
including but not limited to lines of credit, performance bonds, letters of
credit, loans or other financings (hereinafter referred to as a "Bank
Financing"), and (D) assist the Company in the negotiation and review of
all documents submitted to the Company by third parties in connection with
a potential Transaction or Bank Financing.


Consultant shall also render such other financial consulting and/or
investment banking services as may from time to time be agreed upon by
Consultant and the Co
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