WORLDS INC.

1224 West Georgia Street

Vancouver, WA 98006

May 28, 2004

Mr. Aries Woods

Industrial Advertisers
3711 West 4th Avenue
Vancouver, BC V6K 3L4

Dear Ms. Woods:

Two weeks have passed since we requested written confirmation about the change in
your quotation conveyed by telephone.

We would like to use the lower amount of $35,500 as your quoted price, but we cannot
do so unless it is received in writing before the published closing date of the end of this
month. The revised price can be transmitted to us by letter or fax.

Sincerely,

Ms. Rickie Reeves

Purchasing Department Manager

RR/wb