EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (as amended, supplemented or extended from time to time, this “ Agreement ”) is entered into as of April 6, 2009   (the “ Effective Date ”), by and between WorldGate Service, Inc. (the “Company” )   and Joel Boyarski (“ Employee ”).

The Employee has been employed by the Company as its Chief Financial Officer since April 15, 2002.  The Company has just concluded the private placement of a controlling interest in the Company, and wishes to retain the Employee on the terms and conditions contained herein.  The Employee desires to be so retained.

NOW THEREFORE , in consideration of the mutual covenants contained herein, and in that certain Non-Disclosure, Non-Circumvention and Non-Competition Agreement that the employee will sign simultaneously with this Agreement, and for other valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound hereby, the parties do hereby agree as follows:

(a)                      Subject to the terms and conditions of this Agreement, the Company agrees to employ the Employee as Chief Financial Officer   (the “Position”), and the Employee agrees to remain in the employ of the Company, during the Employment Period (as defined in Section 1.2 ).

(b)                      The Employee’s job duties include managing all financial affairs of the Company   and all other duties as reasonably requested by the Company consistent with that or any future position of the Employee, which the Employee may accept.   The Employee reports to the Board of Directors, and directly to the Chief Executive Officer and the Chairman of the Board of Directors.

(c)                      At all times during the Employment Period, the Employee agrees to: (i) perform all services related to the Employee’s employment hereunder faithfully and diligently and to discharge the responsibilities thereof to the best of the Employee’s ability; (ii) devote full business time and attention and energies to the duties of the Employee’s employment under this Agreement; and (iii) use the Employee’s reasonable best efforts to promote the business of Company.

1.2.                       Employment Period . The term “ Employment Period ” shall mean the period beginning on the Effective Date and shall continue for one (1) year from that date (the “Expiration Date”).  The Employee's employment with the Company shall be at-will and may be terminated for any legal reason and at any time by the Company or the Employee.

2.1.                       Salary .  During the Employment Period, in consideration for the services to be rendered hereunder, and subject to the terms and conditions of this Agreement, the Company hereby agrees to pay the Employee, in accordance with its normal practices, a yearly salary of $195,276   during the Employment Period (calculated from the date hereof) (the “ Annual Base Salary ”).  All compensation shall be subject to all applicable tax withholding and similar requirements under applicable law.

(a)                       Cash Bonus Incentive Compensation .  During the Employment Period, the Employee shall be eligible to earn performance bonuses as set forth below (“Cash Bonus”).  The Employee’s entitlement to these Cash Bonuses shall be based upon individual performance objectives tailored specifically to the Employee’s position, which shall be set by the Company’s Compensation Committee and approved by the Company’s Board of Directors.  A Cash Bonus shall be a percentage of the Employee’s Annual Base Salary, calculated by dividing the Employee’s Annual Base Salary by four, and multiplying that number by 35% (the “Target Quarterly Bonus Amount”).  The Cash Bonus shall be payable quarterly, promptly after the Company’s results for that quarter are announced, but in any event during the quarter immediately following the quarter in which the Cash Bonus is earned, and, with respect to a Cash Bonus earned in the fourth quarter of a calendar year, on or before March 15 of the following calendar year.  In the event that the Employee’s employment hereunder terminates involuntarily for any reason other than cause, as defined in section 4.1, below, a Cash Bonus shall, if earned and accrued, be apportioned on a per diem basis and paid to the Employee upon his termination. The Cash Bonus shall be paid on the following schedule:

1Q 2009             0% of the Employee’s Target Quarterly Bonus Amount, regardless if or as earned

2Q 2009             100% of the Employee’s Target Quarterly Bonus Amount, guaranteed, regardless if or as earned

3Q 2009             50% of the Employee’s Target Quarterly Bonus Amount, guaranteed, regardless if or as earned; the remainder only if and as earned, no guaranty

4Q 2009             100% of the Employee’s Target Quarterly Bonus Amount, only if and as earned, no guaranty

(b)                       Stock Option Plan .  The Board of Directors intends, as soon as is practically possible after the Effective Date of this Agreement, to approve and adopt a new 2009 WorldGate Employee Stock Option Plan.  The Board anticipates that this new employee stock option plan will include options that vest over four years, except in the case where the Employee is terminated before any of his options have yet vested, in which case he will be given vesting credit for 25% of his options upon his termination, and which will have a per share strike price to be set by the Board based on their fair market value on the date of their grant.  As and when such plan is approved, adopted and implemented, the Employee will be awarded 900,000 options to purchase the Company’s shares under this plan.

3.1.                       Generally .   During the Employment Period and according to the terms of the relevant plan documents, the Employee shall be eligible to participate in any medical, prescription, dental, life insurance, disability or other welfare benefit plans or policies and any pension or retirement plans which the Company currently has in place or may hereafter make available generally to employees having comparable responsibilities and duties to the Employee, but the Company will not be required to establish any such program or plan.  The Employee shall be entitled to annual vacation and to reimbursement of expenses, each in accordance with the Company’s policies in effect from time to time with respect to employees having comparable responsibilities and duties.  With respect to any expense reimbursements provided hereunder which are not otherwise excludible from the Employee’s  gross taxable income, to the extent required to comply with of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations of the Treasury and applicable guidance of the Internal Revenue Service thereunder (together, “Section 409A”), no reimbursement of expenses incurred by the Employee during any taxable year of the Employee shall be made after the last day of the following taxable year, the right to reimbursement of any such expenses shall not be subject to liquidation or exchange for another benefit, and the amount of expenses eligible for reimbursement during any taxable year of the Employee may not affect the expenses eligible for reimbursement available in any other taxable year.

4.1.                       Termination for Cause .   This Agreement and the Employee’s employment with the Company may be terminated at any time by The Company for Cause by written notice to Employee specifying in reasonable detail the reasons therefor. For purposes of this Agreement, “ Cause ” shall mean: (a)  the Employee has been convicted of or pled guilty or no contest to (i) any criminal offence which is classified as a felony (or its equivalent under the laws or regulations of any country or political subdivision thereof), or (ii) any other criminal offense which involves a violation of federal or state securities laws or regulations (or equivalent laws or regulations of any country or political subdivision thereof), embezzlement, fraud, material wrongful taking or material misappropriation of property or theft; (b) persistent and willful failure to perform in a manner consistent with the Employee’s past performance a substantial portion of the Employee’s duties and responsibilities, which failure continues more than ten (10) days after written notice is given to the Employee by the Company; (c) gross negligence or willful misconduct of the Employee in the performance of his or her duties to the material detriment of the Company or any affiliate or shareholder of the Company; (d) breach of any of the covenants, terms and provisions of this Agreement; and (e) breach of trust or breach of fiduciary duty owed to the Company, its shareholders, directors, customers, affiliates, subsidiaries or members.  Nothing in this section or elsewhere in this Agreement shall be construed to mean that the Company cannot alter, change, whether such might be perceived as improvement or diminishment, the Employee’s duties and responsibilities hereunder, nor as any obligation on the art of the Employee to accept any such change.

4.2.                       Death or Permanent Disability of Employee . This Agreement and the Employee’s employment with the Company shall