(II) WORLDS INC. EXHIBIT 99.3 WORLDS INC. 15 UNION WHARF BOSTON, MASSACHUSETTS 02109 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints Thomas Kidrin as Proxy, with the power to appoint his substitute, and hereby authorizes him to represent and vote, as designated below, all the shares of Common Stock of Worlds Inc. ("Worlds") 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 First Acquisition Corp., a Delaware corporation ("Unity"), and 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 WHEN SHARES ARE HELD BY JOINT TENANTS, BOTH SHOULD AS NAME APPEARS SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR, BELOW. 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