Employment Agreement

As was discussed on April 8, 2009 (the "Resignation Date"), I am hereby tendering my resignation as a Director and as Chief Executive Officer of WorldGate Communications, Inc., and any other offices or positions I may hold in WorldGate Communications, Inc. or any of its affiliates, including without limitation WorldGate Service, Inc., and each of WorldGate Communications, Inc.’s subsidiaries (collectively with WorldGate Communications, Inc., the “Company”).   We have mutually agreed that my resignation is to be treated as a termination without cause effective on the Resignation Date under that certain Employment Agreement between me and the Company dated April 6, 2009 (the “Employment Agreement”).

The Employment Agreement calls for me to be provided with certain post-termination benefits in the event that my employment is terminated by the Company without cause.  In exchange for my resignation and undertakings in this letter, and in exchange for the general release upon which any severance benefits are conditioned by the Employment Agreement, which release is set forth in this letter, the Company is offering me the following severance benefits (the “Severance Benefits”):

(a)           beginning with the next regular payday following the Resignation Date, and in accordance with the Company’s regularly-scheduled paydays thereafter, the Company will continue to pay me my monthly base salary amount of $28,022.00 (which equals $336,263 annually), less applicable withholdings from April 9, 2009 through April 7, 2010 (the "Severance Period"), with the first payment to be retroactive to the Resignation Date;

(b)           because I have been employed by the Company for the first eight days of the 91-day second quarter of 2009, the Company will pay me the accrued portion of the cash bonus for the second quarter of 2009 as described in Section 2(a) of the Employment Agreement, in the amount of $3,325.70, which shall be paid on August 14, 2009;

(c)           notwithstanding anything to the contrary in the Company’s 2003 Equity Incentive Plan, as amended to date (the “2003 Plan”), or in any award agreement issued to me thereunder, if and to the extent any options I hold were vested as of the Resignation Date, then any such options will continue to be exercisable (as to such vested portion only) until 5:00pm Eastern time on April 7, 2010, and shall thereupon terminate if not so exercised; and

(d)           the Company will retain me as part of its insured group covered by the Company’s health, dental and vision benefits providers, and will continue to pay the employer portion of the insurance premiums for such benefits, and will continue to deduct my portion from the severance payments.  COBRA notice and coverage will begin upon the cessation of the Severance Period.

Notwithstanding the foregoing, if at any time during the Severance Period I breach the terms of the Non-Disclosure, Non-Circumvention and Non-Competition Agreement dated April 6, 2009 (the “Non-Disclosure Agreement”), or the terms of this letter, I shall have no further right to receive the Severance Benefits.  I also agree that I will return to the Company any Severance Benefits (or portions thereof) made to me for any time period after I first breach the Non-Disclosure Agreement or the terms of this letter.  During the Severance Period, I will immediately notify the Company, in writing, of the date on which I will begin non-competing employment with another company, my position and annual salary or wages.  During the Severance Period, the Company may reasonably request in writing from me, and I will not withhold, information reflecting my employment status and salary, including my paystubs and earnings statements.

I acknowledge that I am receiving the Severance Benefits outlined above in consideration, the sufficiency of which is hereby acknowledged, for my undertakings set forth in this letter, including releasing and waiving my rights to claims referred to below, and that I would not otherwise be entitled to receive the Severance Benefits.

I agree that the Severance Benefits shall be in full and complete satisfaction of any and all sums which are now or might hereafter become owing to me for services rendered by me during my employment or service as a director or in connection with my resignation of employment and service as a director.  I acknowledge that I have received from the Company all wages, expense reimbursements, accrued but unused vacation pay, and incentive compensation of all types, including deferred or foregone salary or cash or equity compensation, due and owing to me by the Company.  I hereby waive all claim or entitlement to any deferred director’s fees, salary or unvested stock option or other unvested equity grants, and I also waive any entitlement to the unvested stock options that might have been granted to me in accordance with Section 2.2(b) of the Employment Agreement.  I acknowledge this letter does not constitute an admission of wrongdoing of any kind by me or by the Company and agree that I have not suffered any wrongdoing by the Company.  I acknowledge and agree that I have not suffered any discrimination or harassment based on any category protected by law including, but not limited to, age, religion, race, gender, sexual orientation, national original, and disability.  I acknowledge and represent that the Company has not violated or denied me any right under the Family Medical Leave Act (FMLA), or any other federal, state or local law, statute or ordinance.  I acknowledge and agree that the Company has not interfered with, restrained, or denied the exercise of or the attempt to exercise any rights under the FMLA, and that the Company has not discriminated against or retaliated against me in any way regarding the exercise of any rights under the FMLA.  I agree that my resignation from the Company is final, and that the Company has no obligation to consider me for rehire or reinstatement.  I represent that all of the factual representations made herein, which induced the Company to enter into this letter, are true in all material respects.

I acknowledge and agree that all of my options that were not vested as of the Resignation Date and all other equity or similar awards granted to me under the 2003 Plan or otherwise, including all performance shares, terminate in full upon the Resignation Date prior to the existence of any right of exercise, payment or other benefit thereunder.  I also acknowledge and understand that as a result of the extension of my exercise period for vested stock options described in paragraph (c) above, any such stock options affected threby that were granted as incentive stock options will be treated or tax purposes as non-qualified stock options, and I will be solely responsible for any tax consequences to me resulting from such change in treatment.

I agree that I will not, at any time following the Resignation Date, disparage the Company or any of the people or organizations associated with it currently, in the past, or in the fut