(1) UNITY FIRST ACQUISITION CORP.
                                                                    EXHIBIT 99.2
                         UNITY FIRST ACQUISITION CORP.
                                245 FIFTH AVENUE
                            NEW YORK, NEW YORK 10016
          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
 
    The undersigned hereby appoints Lawrence Burstein and Norman Leben as
Proxies, each with the power to appoint his substitute, and hereby authorizes
them, and each of them, to represent and vote, as designated below, all the
shares of Common Stock of Unity First Acquisition Corp. ("Unity") held of record
by the undersigned on September   , 1998 at the Special Meeting of Shareholders
to be held on       , October   , 1998, or any adjournment thereof.
 
1.  To consider and vote upon a proposal to approve and adopt a certain
Agreement and Plan of Merger and Reorganization, dated as of June 25, 1998,
between Unity and Worlds Inc., a New Jersey corporation ("Worlds"), providing
for, among other things, the merger of Worlds with and into Unity, and the
issuance by Unity of approximately 6,379,065 shares of its common stock to
Worlds' shareholders, all upon the terms and conditions described therein.
 
            / /  FOR            / /  AGAINST            / /  ABSTAIN
 
2.  To approve an adjournment or postponement of the Special Meeting, if
necessary, to permit further solicitation of proxies in the event that there are
not sufficient votes at the Special Meeting to approve Proposal 1, above.
 
            / /  FOR            / /  AGAINST            / /  ABSTAIN
 
3.  To transact any other business incidental to the Special Meeting that may
properly come before such meeting or any adjournment or postponement thereof.
 
                          (CONTINUED ON REVERSE SIDE)

    THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSALS 1 AND 2. A VOTE TO "ABSTAIN" WILL NOT BE COUNTED TOWARDS THE
REQUISITE AFFIRMATIVE VOTE TO APPROVE PROPOSAL 1.
 
    PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
 
                                              Please sign exactly as name
                                              appears below.
                                              When shares are held by joint
                                              tenants, both should sign. When
                                              signing as attorney, executor,
                                              administrator, trustee or
                                              guardian, please give full title
                                              as such. If a corporation, please
                                              sign in full corporate name by the
                                              President or other authorized
                                              officer. If a partnership, please
                                              sign in partnership name by
                                              authorized person.
                                              __________________________________
                                              Signature
                                              __________________________________
                                              Signature if held jointly
                                              Dated:__________ , 1998