WORLDS.COM INC Old Greenwich, Connecticut 06870
XXXXXX.XXX INC
0000 Xxxx Xxxxxx Xxxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxxx 00000
November 20, 2000
Pearson Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
This letter agreement confirms our understanding regarding the restructuring of the debt of Xxxxxx.xxx Inc. ("WCI") to Xxxxxxx, Inc. ("Pearson") represented by the Convertible Promissory Note, dated November 21, 1997, given by our predecessor, Worlds, Inc., to Pearson (the "1997 Note").
WCI and Pearson agree as follows:
1. The 1997 Note will be cancelled.
2. WCI will issue a new Promissory Note to Pearson in the principal amount of $631,950.00 in the form annexed hereto as Exhibit A
3. WCI will xxxxx Xxxxxxx an option to purchase 100,000 shares of WCI common stock on the terms and cond itions set forth in the Stock Option Agreement annexed hereto as Exhibit B.
4. WCI will provide Pearson with a credit toward future services to be provided by WCI in the amount of $631,950. The future services will consist of design, creation and production of one or more three dimensional internet web site or sites. The site(s) will be of a visual and functional quality comparable with WCI's currently existing three dimensional web sites. WCI will also offer as part of the services, the hosting and maintenance of the site or sites. WCI will provide the services to Pearson at a 20% discount off the lower of WCI's current regular time and material rates, a copy of which is attached as Exhibit C or the rates in effect at the time that a service agreement is executed. WCI will provide Pearson with a quarterly statement indicating the time applied and remaining credit. The services will be provided pursuant to customary service agreements to be mutually agreed on by the parties.
5. This Agreement shall be governed by and construed under the law of the State of New York, disregarding any principles of conflicts of law that would otherwise provide for the application of the substantive law of another jurisdiction. Each of the parties (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement shall be Instituted exclusively in the courts of New York located in New York City in the borough of Manhattan, (ii) waives any objection to the venue of any such suit, action or proceeding and the right to assert that such forum is not a convenient forum, and (iii) Irrevocably consents to the jurisdiction of the
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Xxxxxxx Inc.
November 20, 2000
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courts of New York in any such suit, action or proceeding. Each of the parties further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the courts of New York and agrees that service of process upon it mailed by certified mail to its address shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding.
By: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: President & CEO
Accepted and agreed
XXXXXXX INC.
By: /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Vice President – Finance and Special Projects
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