SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Amendment No. 3)

Under the Securities Exchange Act of 1934

Trans World Corporation

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

89336R207

(CUSIP Number)

Wynnefield Partners Small Cap Value, L.P.

450 Seventh Avenue, Suite 509

New York, New York 10123

Attention: Mr. Nelson Obus

Copy to:

Jeffrey S. Tullman, Esq.

Kane Kessler, P.C.

1350 Avenue of the Americas, 26^th Floor

New York, New York 10019

(212) 541-6222

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 21, 2014

(Date of Event which requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]

CUSIP No. 89336R207   13D   Page 2 of 12

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Wynnefield Partners Small Cap Value, L.P. 13-3688497
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [x]
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 757,463  (See Item 5)
	8	SHARED VOTING POWER 0 (See Item 5)
	9	SOLE DISPOSITIVE POWER 757,463 (See Item 5)
	10	SHARED DISPOSITIVE POWER 0 (See Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 757,463 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.60%
14	TYPE OF REPORTING PERSON* PN

CUSIP No. 89336R207   13D   Page 3 of 12

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Wynnefield Partners Small Cap Value L.P. I 13-3953291
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [x]
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,129,146 (See Item 5)
	8	SHARED VOTING POWER 0 (See Item 5)
	9	SOLE DISPOSITIVE POWER 1,129,146 (See Item 5)
	10	SHARED DISPOSITIVE POWER 0 (See Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,129,146 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.82%
14	TYPE OF REPORTING PERSON* PN

CUSIP No. 89336R207   13D   Page 4 of 12

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Wynnefield Small Cap Value Offshore Fund, Ltd. (No IRS Identification No.)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [x]
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 462,968 (See Item 5)
	8	SHARED VOTING POWER 0 (See Item 5)
	9	SOLE DISPOSITIVE POWER 462,968 (See Item 5)
	10	SHARED DISPOSITIVE POWER 0 (See Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 462,968 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.26%
14	TYPE OF REPORTING PERSON* CO

CUSIP No. 89336R207   13D   Page 5 of 12

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Wynnefield Capital Management, LLC 13-4018186
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [x]
3	SEC USE ONLY
4	SOURCE OF FUNDS* N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,886,609 (See Item 5)
	8	SHARED VOTING POWER 0 (See Item 5)
	9	SOLE DISPOSITIVE POWER 1,886,609 (See Item 5)
	10	SHARED DISPOSITIVE POWER 0 (See Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,886,609 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.41%
14	TYPE OF REPORTING PERSON* OO

CUSIP No. 89336R207   13D   Page 6 of 12

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Wynnefield Capital, Inc. 13-3688495
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [x]
3	SEC USE ONLY
4	SOURCE OF FUNDS* N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 462,968 (See Item 5)
	8	SHARED VOTING POWER 0 (See Item 5)
	9	SOLE DISPOSITIVE POWER 462,968 (See Item 5)
	10	SHARED DISPOSITIVE POWER 0 (See Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 462,968 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.26%
14	TYPE OF REPORTING PERSON* CO

CUSIP No. 89336R207   13D   Page 7 of 12

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Nelson Obus
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [x]
3	SEC USE ONLY
4	SOURCE OF FUNDS* N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0 (See Item 5)
	8	SHARED VOTING POWER 2,349,577 (See Item 5)
	9	SOLE DISPOSITIVE POWER 0 (See Item 5)
	10	SHARED DISPOSITIVE POWER 2,349,577 (See Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,349,577 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 26.67%
14	TYPE OF REPORTING PERSON* IN

CUSIP No. 89336R207   13D   Page 8 of 12

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Joshua Landes
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [x]
3	SEC USE ONLY
4	SOURCE OF FUNDS* N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0 (See Item 5)
	8	SHARED VOTING POWER 2,349,577 (See Item 5)
	9	SOLE DISPOSITIVE POWER 0 (See Item 5)
	10	SHARED DISPOSITIVE POWER 2,349,577 (See Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,349,577 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 26.67%
14	TYPE OF REPORTING PERSON* IN

CUSIP No. 89336R207   13D   Page 9 of 12

This Amendment No. 3 amends the Statement of Beneficial Ownership on Schedule 13D originally filed with the Securities and Exchange Commission on November 14, 2012, as further amended by Amendment No. 1 filed on February 15, 2013, and Amendment No. 2 filed on April 18, 2013 (collectively, the “Schedule 13D”), by the Wynnefield Reporting Persons with respect to shares of common stock, $0.001 par value per share (the “Common Stock”) of Trans World Corporation (the “Issuer”). For purposes of this Schedule 13D, “Wynnefield Reporting Persons” shall include the Wynnefield Funds (as defined herein), Wynnefield Capital, Inc., Wynnefield Capital Management, LLC, Nelson Obus and Joshua Landes.

Unless specifically amended hereby, the disclosures set forth in the Schedule 13D shall remain unchanged. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration.

The securities reported in this Schedule 13D as directly beneficially owned by the Wynnefield Reporting Persons were acquired with funds of approximately $6,391,212 (including brokerage commissions). All such funds were provided from the working capital or personal funds of the Wynnefield Reporting Persons who directly beneficially own such securities.

Item 4. Purpose of Transaction.

Item 4 of Schedule 13D is hereby amended and restated in its entirety.

On April 21, 2014, the Issuer entered into an agreement (the “Agreement”) with Value Partners, Ltd., a Texas limited partnership (“Value Partners”), Wynnefield Partners Small Cap Value, L.P. (“Wynnefield Partners”), Wynnefield Partners Small Cap Value, L.P. I (“Wynnefield Partners I”), Wynnefield Small Cap Value Offshore Fund, Ltd. (“Wynnefield Offshore,” and together with Wynnefield Partners and Wynnefield Partners I, the “Wynnefield Funds”), Lloyd I. Miller Trust A-4, a testamentary trust under Delaware law (“Trust A-4”), Milfam II, L.P. a Georgia limited partnership (“Milfam II”), LIMFAM LLC, a Delaware limited liability company, and Lloyd I. Miller, IRA, an individual retirement account for the benefit of Lloyd I. Miller III (Trust A-4, Milfam II, LIMFAM LLC, and Lloyd I. Miller, IRA together, the “Miller Funds”).

Pursuant to the Agreement, the Issuer has agreed to nominate five current directors for election as directors at the Issuer’s annual meeting of stockholders to be held in June 2014 (the “Annual Meeting”) and the Wynnefield Funds and the Miller Funds will each submit one additional person for consideration by the nominating committee of the Issuer’s Board of Directors (the “Board”) for election as directors at the Annual Meeting.

Under the Agreement, the nominating committee of the Board intends to nominate current directors Rami S. Ramadan, Malcolm M.B. Sterrett, Timothy G. Ewing, Patrick J. Bennett, Sr. and Michael B. Brodsky for a one-year term as directors at the Annual Meeting. Current directors Geoffrey B. Baker and Julio E. Heurtematte have determined to retire from the Board as of the date of the Annual Meeting and not stand for re-election as directors at the Annual Meeting. The Wynnefield Funds have submitted the nomination of one additional person for consideration by the nominating committee for election as a director at the Annual Meeting, which nominee is to be reasonably acceptable to Value Partners and the Miller Funds. The Miller Funds have also submitted the nomination of one additional person for consideration by the nominating committee for election as a director at the Annual Meeting, which nominee is to be reasonably acceptable to Value Partners and the Wynnefield Funds. If such nominees are approved by the nominating committee, and accepted by the Wynnefield Funds, Value Partners and the Miller Funds, the nominating committee will recommend inclusion of such nominees as part of the Board’s slate of nominees for election of directors at the Annual Meeting.

At the Annual Meeting, each of Value Partners, the Wynnefield Funds and the Miller Funds has agreed to appear at the Annual Meeting, in person or by proxy, and vote all of the shares of Common Stock beneficially owned by such party in favor of the Issuer’s nominees for election as directors. The Agreement shall terminate and be of no further force or effect immediately following the Annual Meeting or any final adjournment thereof, except that certain provisions shall survive termination of the Agreement.

CUSIP No. 89336R207   13D   Page 10 of 12

Each of the Wynnefield Reporting Persons hereby disclaims the beneficial ownership in the shares of Common Stock held by the Miller Funds and Value Partners. The filing of this Schedule 13D shall not be construed as an admission by any of the Wynnefield Reporting Persons that a “group” exists, or that any of the Wynnefield Reporting Persons is a beneficial owner of any securities other than those directly held by them.

This description of the Agreement is qualified in its entirety by reference to the full text, a copy of which is annexed hereto as Exhibit 10.1.

Other than as set forth in this Item 4, the Wynnefield Reporting Persons do not have any current plans, proposals or negotiations that relate to or would result in any of the matters referred to in this Item 4 of Schedule 13D. The Wynnefield Reporting Persons intend to review their investment in the Issuer on a continuing basis, and to the extent permitted by law, may seek to engage in discussions with other stockholders and/or with management and the Board concerning the business, operations or future plans of the Issuer. Depending on various factors including, without limitation, the Issuer’s financial position, conditions in the securities markets and general economic and industry conditions, the Wynnefield Reporting Persons may, in the future, take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, purchasing additional shares of Common Stock, selling shares of Common Stock, engaging in short selling of or any hedging or similar transaction with respect to shares of Common Stock, taking any other action with respect to the Issuer or any of its securities in any manner permitted by law or changing their intention with respect to any and all matters referred to in this Item 4 of Schedule 13D. The Wynnefield Reporting Persons reserve the right to take whatever future action they deem appropriate regarding the Issuer and its securities under the circumstances as they then exist.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated as follows:

(a) and (b)

As of April 21, 2014, the Wynnefield Reporting Persons beneficially owned in the aggregate 2,349,577 shares of Common Stock, constituting approximately 26.67% of the outstanding shares of Common Stock (the percentage of shares owned being based upon 8,810,035 shares of Common Stock outstanding as of March 3, 2014, as set forth in the Issuer’s Annual Report on Form 10-K for the year ended December 31, 2013, filed with the Commission on March 4, 2014). The following table sets forth certain information with respect to Common Stock directly beneficially owned by the Wynnefield Reporting Persons listed below:

Name	Number of Common Stock	Percentage of Outstanding Common Stock
Wynnefield Partners	757,463	8.60%
Wynnefield Partners I	1,129,146	12.82%
Wynnefield Offshore	462,968	5.26%

Wynnefield Capital Management, LLC (“WCM”) is the sole general partner of Wynnefield Partners and Wynnefield Partners I, and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of the Common Stock that Wynnefield Partners and Wynnefield Partners I beneficially own. WCM, as the sole general partner of Wynnefield Partners and Wynnefield Partners I, has the sole power to direct the voting and disposition of the Common Stock that Wynnefield Partners and Wynnefield Partners I beneficially own.

CUSIP No. 89336R207   13D   Page 11 of 12

Messrs. Obus and Landes are the co-managing members of WCM and, accordingly, each of Messrs. Obus and Landes may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that WCM may be deemed to beneficially own. Messrs. Obus and Landes, as co-managing members of WCM, share the power to direct the voting and disposition of the shares of Common Stock that WCM may be deemed to beneficially own.

Wynnefield Capital, Inc. (“WCI”) is the sole investment manager of Wynnefield Offshore, and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that Wynnefield Offshore beneficially owns. WCI, as the sole investment manager of Wynnefield Offshore, has the sole power to direct the voting and disposition of the Common Stock that Wynnefield Offshore beneficially owns. Messrs. Obus and Landes are executive officers of WCI and, accordingly, each may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that WCI may be deemed to beneficially own. Messrs. Obus and Landes, as executive officers of WCI, share the power to direct the voting and disposition of the shares of Common Stock that WCI may be deemed to beneficially own.

Beneficial ownership of the Common Stock shown on the cover pages of and set forth elsewhere in this Schedule 13D for each member of the Wynnefield Reporting Persons assumes that they have not formed a group for purposes of Section 13(d)(3) under the Exchange Act, and Rule 13d-5(b)(1) promulgated thereunder. If the members of the Wynnefield Reporting Persons were deemed to have formed a group for purposes of Section 13(d)(3) and Rule 13d-5(b)(1), the group would be deemed to own beneficially (and may be deemed to have shared voting and dispositive power over) 2,349,577 shares of Common Stock, constituting approximately 26.67% of the outstanding shares of Common Stock (the percentage of shares owned being based upon 8,810,035 shares of Common Stock outstanding as of March 3, 2014, as set forth in the Issuer’s most recent report on Form 10-K for the year ended December 31, 2013, filed with the Commission on March 4, 2014).

The filing of this Schedule 13D and any future amendment by the Wynnefield Reporting Persons, and the inclusion of information herein and therein with respect to WCM, WCI and Messrs. Obus and Landes, shall not be considered an admission that any of such persons, for the purpose of Section 16(b) of the Exchange Act, are the beneficial owners of any shares in which such persons do not have a pecuniary interest. Each of WCM, WCI and Messrs. Obus and Landes disclaims any beneficial ownership of the shares covered by this Schedule 13D.

(c), (d) and (e)

Not Applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

See Item 4 above.

Item 7. Material to be Filed as Exhibits.

Exhibit	Description
10.1	Agreement, dated April 21, 2014, among Trans World Corporation, Value Partners, Ltd., Wynnefield Partners Small Cap Value, L.P., Wynnefield Partners Small Cap Value, L.P. I, Wynnefield Small Cap Value Offshore Fund, Ltd., Lloyd I. Miller Trust A-4, Milfam II, L.P., LIMFAM LLC and Lloyd I. Miller, IRA.

CUSIP No. 89336R207   13D   Page 12 of 12

SIGNATURES

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this Schedule 13D is true, complete and correct.

Dated: April 23, 2014	WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.
	By:	Wynnefield Capital Management, LLC,
		its General Partner
	By:	/s/ Nelson Obus
		Nelson Obus, Co-Managing Member
	WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I
	By:	Wynnefield Capital Management, LLC,
		its General Partner
	By:	/s/ Nelson Obus
		Nelson Obus, Co-Managing Member
	WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.
	By:	Wynnefield Capital, Inc.,
		its Investment Manager
	By:	/s/ Nelson Obus
		Nelson Obus, President
	WYNNEFIELD CAPITAL MANAGEMENT, LLC
	By:	/s/ Nelson Obus
		Nelson Obus, Co-Managing Member
	WYNNEFIELD CAPITAL, INC.
	By:	/s/ Nelson Obus
		Nelson Obus, President
		/s/ Nelson Obus
		Nelson Obus, individually
		/s/ Joshua Landes
		Joshua Landes, individually

EX-10.1

AGREEMENT

This Agreement (this “Agreement”) is made effective as of the date set forth below, by and among Trans World Corporation, a Nevada corporation (“TWC” or the “Company”), Value Partners, Ltd., a Texas limited partnership (“Value Partners”), Wynnefield Partners Small Cap Value, L.P., a Delaware limited partnership (“Wynnefield Partners”), Wynnefield Small Cap Value Offshore Fund, Ltd., a private investment company organized under the laws of the Cayman Islands (“Wynnefield Offshore”), and Wynnefield Partners Small Cap Value, L.P. I, a Delaware limited partnership (“Wynnefield Partners I”) (Wynnefield Partners, Wynnefield Offshore and Wynnefield Partners I together, the “Wynnefield Funds”) and Lloyd I. Miller Trust A-4, a testamentary trust under Delaware law (“Trust A-4”), Milfam II, L.P., a Georgia limited partnership (“Milfam II”), LIMFAM LLC, a Delaware limited liability company, and Lloyd I. Miller, IRA, an individual retirement account for the benefit of Lloyd I. Miller III (Trust A-4, Milfam II, LIMFAM LLC, and Lloyd I. Miller, IRA together, the “Miller Funds”) (TWC, Value Partners, the Wynnefield Funds and the Miller Funds together, collectively, the “Parties”).

RECITALS

WHEREAS, Value Partners is the beneficial owner of 3,326,679 shares, or 37.8% of the outstanding shares, of common stock, par value $0.001 per share of the Company (the “Common Stock”);

WHEREAS, Value Partners is managed by Ewing & Partners, and Timothy G. Ewing, a director of the Company, is the managing partner of Ewing & Partners;

WHEREAS, the Wynnefield Funds are the beneficial owner of 2,349,577 shares, or 26.7% of the outstanding shares, of Common Stock;

WHEREAS, Wynnefield Capital Management, LLC (“WCM”), a New York limited liability company, is the general partner of Wynnefield Partners and Wynnefield Partners I; Nelson Obus and Joshua H. Landes are the managing members of WCM and the principal executive officers of Wynnefield Capital, Inc. (“WCI”), which is the investment manager of Wynnefield Offshore;

WHEREAS, the Miller Funds are the beneficial owner of 2,129,229 shares, or 24.2% of the outstanding shares, of Common Stock;

WHEREAS, Lloyd I. Miller III is the manager of Milfam LLC (“MILFAM”), an Ohio limited liability company, and the manager of LIMFAM LLC; and MILFAM is the investment advisor of Trust A-4 and the general partner of MILFAM II;

WHEREAS, the Board of Directors of the Company currently consists of seven members;

WHEREAS, Lloyd I. Miller III has provided the Company with written notice, dated March 10, 2014, of his intention to appear at the upcoming 2014 annual meeting of stockholders of the Company (the “Annual Meeting”) and to nominate six members to the Board of Directors of the Company (the “Miller Nominations”); and

WHEREAS, the Company, Value Partners, the Wynnefield Funds and the Miller Funds have agreed that it is in their mutual interests to enter into this Agreement;

NOW THEREFORE, in consideration of the covenants, promises and undertakings set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Board Membership

(a)Geoffrey B. Baker and Julio E. Heurtematte, who are currently members of the Board of Directors of the Company, have determined to retire from the Board and not stand for re-election as directors at the Annual Meeting.

(b)The Nominating Committee of the Board of Directors of the Company (the “Nominating Committee”), consisting of Timothy G. Ewing, Patrick J. Bennett and Geoffrey B. Baker, intends to nominate for election as directors for a one-year term at the Annual Meeting the following current directors of the Company: Rami S. Ramadan, Malcolm M.B. Sterrett, Timothy G. Ewing, Patrick J. Bennett, Sr. and Michael B. Brodsky.

(c)In addition to the five nominees set forth in Section 1(b) above, the Wynnefield Funds will submit the nomination of one additional person for consideration by the Nominating Committee for election as a director for a one-year term at the Annual Meeting, which nominee will be reasonably acceptable to Value Partners and the Miller Funds (the “Wynnefield Representative”). The Wynnefield Funds shall provide to the Nominating Committee such information with respect to the Wynnefield Representative as the Nominating Committee may reasonably request. The Wynnefield Representative shall be authorized and permitted to disclose to WCI confidential information with respect to matters reviewed, considered or approved by the Board of Directors. WCI agrees to retain and keep all such information confidential in the same manner and to the same extent as it keeps and protects its own confidential information. WCI, on behalf of itself and the Wynnefield Funds, further agrees to be bound by the Company’s Insider Trading Policy, as applicable to members of the Board of Directors.

(d)In addition to the five nominees set forth in Section 1(b) above, the Miller Funds will submit the nomination of one additional person for consideration by the Nominating Committee for election as a director for a one-year term at the Annual Meeting, which nominee will be reasonably acceptable to Value Partners and the Wynnefield Funds (the “Miller Nominee”). The Miller Funds shall provide to the Nominating Committee such information with respect to the Miller Nominee as the Nominating Committee may reasonably request. The Miller Nominee shall be authorized and permitted to disclose to Lloyd I. Miller III confidential information with respect to matters reviewed, considered or approved by the Board of Directors. Lloyd I. Miller III agrees to retain and keep all such information confidential in the same manner and to the same extent as he keeps and protects his own confidential information. Lloyd I. Miller III, on behalf of himself and the Miller Funds, further agrees to be bound by the Company’s Insider Trading Policy, as applicable to members of the Board of Directors.

2

2. Nominating Committee

The Nominating Committee shall consider the nominees submitted by the Wynnefield Funds and the Miller Funds pursuant to Sections 1(c) and 1(d) above in accordance with the Company’s Bylaws, the Company’s Nominating Committee Charter, the Company’s Corporate Governance Guidelines and the fiduciary duties of the members of the Nominating Committee and, if such nominees are acceptable to the committee, the Nominating Committee shall include such nominees as part of the Board’s slate of nominees for election of directors in the proxy materials of the Company for the Annual Meeting. In the event the Nominating Committee does not accept the nominee submitted by either the Wynnefield Funds or the Miller Funds, then the Party who submitted such nominee shall have the right to submit additional successive nominees to the Nominating Committee for its consideration, who shall be reasonably acceptable to the other Parties hereto, until a nominee of the Wynnefield Funds and a nominee of the Miller Funds have been accepted by the Nominating Committee and the Parties hereto. Each of the Wynnefield Representative and the Miller Nominee shall be deemed to be “independent” under the rules of the NASDAQ Stock Market.

3. Miller Nominations

In consideration of and subject to the foregoing, Lloyd I. Miller III agrees to withdraw the Miller Nominations upon the filing of the Company’s Form 8-K referred to in Section 12 of this Agreement or other public notice with respect to its slate of nominees for the Annual Meeting selected in accordance with Sections 1 and 2 hereof.

4. Voting Agreement

At the Annual Meeting, each of Value Partners, the Wynnefield Funds and the Miller Funds agree to appear at the Annual Meeting, in person or by proxy, and vote all of the shares of Common Stock beneficially owned by such Party in favor of the Company’s nominees for election as directors.

5. No Change in Control

The Company confirms that neither this Agreement nor the transactions contemplated herein shall constitute a “change in control”, or words to similar effect, under any applicable law, any agreement, lease indenture or understanding to which the Company is a party or any employment, severance, incentive, bonus, benefit or similar plan or program of the Company.

6. Annual Meeting

The Company agrees to hold the Annual Meeting no later than June 30, 2014, unless a later date is mutually agreed to in writing by Value Partners, the Wynnefield Funds and the Miller Funds.

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7. Authority

Each of the Parties that is a corporation or other legal entity and each individual Party executing this Agreement on behalf of a corporation or other legal entity represents and warrants that: (a) such corporation or other legal entity is duly organized, validly authorized and in good standing, and possesses full power and authority to enter into and perform the terms of this Agreement; (b) the execution, delivery and performance of the terms of this Agreement have been duly and validly authorized by all requisite acts and consents of the corporation or other legal entity and do not contravene the terms of any other obligation to which the corporation or other legal entity is subject; and (c) this Agreement constitutes a legal, binding and valid obligation of each such entity or individual, enforceable in accordance with its terms.

8. Expenses

Upon the signing of this Agreement, the Miller Funds shall be entitled to receive $50,000.00 from the Company in the aggregate with respect to fees and expenses, and the Wynnefield Funds shall be entitled to receive reimbursement from the Company not to exceed $50,000.00 in the aggregate in payment of actual invoiced legal fees. All other costs and expenses incurred in connection with this Agreement shall be paid by the Party incurring such expenses.

9. Amendment In Writing

This Agreement and each of its terms may only be amended, waived, supplemented or modified in a writing signed by the signatories hereto or their respective clients.

10. Governing Law

This Agreement, and the rights and liabilities of the Parties hereto, shall be governed by and construed in accordance with the laws of the State of New York without regard to conflict of law provisions.

11. Counterparts

This Agreement may be executed in counterparts, each of which shall be considered to be an original or true copy of this Agreement. Faxed signatures shall be presumed valid.

12. Disclosure of This Agreement

The parties contemplate that Value Partners, the Wynnefield Funds and the Miller Funds will each file a Schedule 13D amendment attaching this Agreement and that the Company will file a Form 8-K attaching this Agreement. Each of the Parties agrees not to make any other public comments (except as required by applicable regulations of the Securities and Exchange Commission and the NASDAQ Stock Market) regarding this Agreement other than referring to the Form 8-K filing. Each Party hereby confirms it has entered into this Agreement independently and disclaims it is acting as a member of a group with any other Party and disclaims any beneficial ownership of or other interest in any equity securities of the Company owned by any other Party.

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13. Entire Agreement

This Agreement constitutes the full, complete and entire understanding, agreement and arrangement of and between the Parties with respect to the subject matter hereof and supersedes any and all prior oral and written understandings, agreements and arrangements between them. There are no other agreements, covenants, promises or arrangements between the Parties with respect to the subject matter hereof other than those set forth in this Agreement.

14. Notice

All notices and other communications which are required or permitted hereunder shall be in writing, and sufficient if by same-day hand delivery (including delivery by courier) or sent by fax, addressed as follows:

If to Trans World Corporation:

Rami S. Ramadan

President and Chief Executive Officer

Trans World Corporation

545 Fifth Avenue, Suite 940

New York, New York 10017

Fax: (212) 983-8129

with a copy (which shall not constitute notice) to:

Timothy B. Matz, Esq.

Silver, Freedman, Taff & Tiernan LLP

3299 K Street, N.W., Suite 100

Washington, DC 20007

Fax: (202) 337-5502

If to Value Partners:

Value Partners, Ltd

5646 Milton Street, Suite 880

Dallas, Texas 75206

Fax: (214) 522-2176

with a copy (which shall not constitute notice) to:

Timothy B. Matz, Esq.

Silver, Freedman, Taff & Tiernan LLP

3299 K Street, N.W., Suite 100

Washington, DC 20007

Fax: (202) 337-5502

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If to the Wynnefield Funds:

Wynnefield Capital Management, LLC

Wynnefield Capital, Inc.

450 Seventh Avenue, Suite 509

New York, New York 10123

Fax: (212) 760-0824

with a copy (which shall not constitute notice) to:

Jeffery S. Tullman, Esq.

Kane Kessler, P.C.

1350 Avenue of the Americas, 26th Floor

New York, New York 10019

Fax: (212) 245-3009

If to the Miller Funds:

Lloyd I. Miller, III

222 Lakeview Avenue, Suite 160-365

West Palm Beach, Florida 33401

Fax: (619) 923-2908

with a copy (which shall not constitute notice) to:

Melinda Brunger, Esq.

Andrews Kurth LLP

600 Travis, Suite 4200

Houston, Texas 77002

Fax: (713) 220-4285

15. Termination

This Agreement shall cease, terminate and have no further force and effect following the final adjournment of the Annual Meeting, unless earlier terminated pursuant to the mutual written agreement of the Parties, except that the provisions of Sections 1(c) and (d), and any other Section which by its terms relates to post-termination rights or obligations, shall survive such termination of this Agreement and remain in full force and effect.

16. Further Assurances

The Parties agree to take, or cause to be taken, all such further or other actions as shall reasonably be necessary to make effective and consummate the transactions contemplated by this Agreement.

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17. Successors and Assigns

All covenants and agreements contained herein shall bind and inure to the benefit of the parties hereto and their respective successors and assigns.

[Signature page follows]

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IN WITNESS WHEREOF, the Parties hereto have each executed this Agreement on the date set forth below.

Dated: April 21, 2014

TRANS WORLD CORPORATION

By:	/s/ Rami S. Ramadan
	Rami S. Ramadan
	President and Chief Executive Officer

[signature page]

VALUE PARTNERS, LTD.

By: Ewing & Partners, its General Partner

By:	/s/ Timothy G. Ewing
	Timothy G. Ewing, its Managing Partner

[signature page]

WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.

By: Wynnefield Capital Management, LLC, its General Partner

By:	/s/ Nelson Obus
	Nelson Obus, Co-Managing Member

WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I

By: Wynnefield Capital Management, LLC, its General Partner

By:	/s/ Nelson Obus
	Nelson Obus, Co-Managing Member

WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.

By: Wynnefield Capital Inc., its Investment Manager

By:	/s/ Nelson Obus
	Nelson Obus, President

[signature page]

LLOYD I. MILLER TRUST A-4

By:	MILFAM LLC
Its:	Investment Advisor

By:	/s/ Lloyd I. Miller III
Name:	Lloyd I. Miller III
Title:	Manager

MILFAM II L.P.

By:	MILFAM LLC
Its:	General Partner

By:	/s/ Lloyd I. Miller III
Name:	Lloyd I. Miller III
Title:	Manager

LIMFAM LLC

By:	/s/ Lloyd I. Miller III
Name:	Lloyd I. Miller III
Title:	Manager

LLOYD I. MILLER, IRA

By:	/s/ Lloyd I. Miller III
	Lloyd I. Miller III

LLOYD I. MILLER III (for purposes of Section 1(d))

/s/ Lloyd I. Miller III_______________________________________________________

[signature page]