REVOLVING PROMISSORY
NOTE

    


    
      	
                    
                Up
      to $3,000,000

              

            	
               

            	
              October
      28, 2009

            


    

    


    FOR VALUE
RECEIVED, WORLDGATE
COMMUNICATIONS, INC., a Delaware corporation, WORLDGATE SERVICE, INC., a
Delaware corporation, WORLDGATE
FINANCE, INC., a Delaware corporation, OJO SERVICE LLC, a
Pennsylvania limited liability company, and OJO VIDEO PHONES LLC, a
Pennsylvania limited liability company (jointly and severally, the “Borrower”), hereby absolutely,
irrevocably, unconditionally and jointly and severally promises to pay to the
order of WGI INVESTOR
LLC, a Delaware limited liability company (“Lender”), in United States
dollars and in immediately available funds, the principal sum of THREE MILLION DOLLARS
($3,000,000), or such lesser amount as may be advanced by Lender to the
Borrower from time to time in accordance with that certain Revolving Loan and
Security Agreement dated as of October 28, 2009, between the Borrower and Lender
(as it may be amended, modified, extended or restated from time to time, the
“Loan Agreement”),
together with interest thereon, as provided in the Loan
Agreement.  Notwithstanding the foregoing, the aggregate principal
amount outstanding under this Revolving Promissory Note (this “Note”) shall not exceed three
million dollars ($3,000,000).  This Note is subject to all of the
terms and conditions set forth in, and such terms and conditions are hereby
incorporated herein by reference to, the Loan Agreement.  All
capitalized terms not otherwise defined herein shall have the meanings set forth
in the Loan Agreement.  In the event of any conflict between the
provisions of this Note and the Loan Agreement, the provisions of the Loan
Agreement shall prevail.

    


    The
obligations of the Borrower evidenced by this Note are secured as set forth in
the Loan Agreement.

    


    Except as
otherwise provided in the Loan Documents, all outstanding principal and interest
with respect to Loan Advances shall be due and payable in full in cash on the
Maturity Date.  The daily unpaid principal balance outstanding under
this Note shall bear interest at the rate(s) set forth in the Loan
Agreement.  The Loan Advances may be prepaid in whole or in part at
any time without premium or penalty and amounts repaid may be re-borrowed in
accordance with the provisions of the Loan Agreement.

    


    Upon the
occurrence of an Event of Default, Lender shall have, and shall be entitled to
exercise, all of the rights and remedies set forth in the Loan
Documents.

    


    All
payments in respect of amounts outstanding under this Note shall be paid in
immediately available funds to the account(s) specified by Lender from time to
time.  Any payment due in respect of this Note which falls due on a
day other than a Business Day shall be made on the next Business
Day.

    


    The
Borrower hereby waives presentment and demand for payment, notice of dishonor,
protest and notice of protest of this Note.  No release of any
security for the payment of this Note or extension of time for payment of this
Note, and no alteration, amendment or waiver of any provision of this Note made
by agreement between Lender and any other Person shall release, discharge,
modify, change or affect the liability of the Borrower under this
Note.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Each right, power and remedy of Lender
under this Note, the Loan Agreement, any other Loan Document, or under
applicable laws shall be cumulative and concurrent, and the exercise of any one
or more of them shall not preclude the simultaneous or later exercise by Lender
of any or all such other rights, powers or remedies.  No failure or
delay by Lender to insist upon the strict performance of any one or more
provisions of this Note, the Loan Agreement, any other Loan Document, or to
exercise any right, power or remedy consequent upon an Event of Default shall
constitute a waiver thereof, or preclude Lender from exercising any such right,
power or remedy.  No modification, change, waiver or amendment of this
Note shall be deemed to be made unless in writing signed by the Borrower and
Lender. This Note shall inure to the benefit of and be binding upon the Borrower
and Lender and their respective successors and assigns; provided that except as
set forth in the Loan Agreement, the Borrower shall have no right to assign any
of its rights or delegate any of its obligations under this Note and provided
further there shall be no restrictions of any nature on Lender’s right to assign
this Note or its rights hereunder.  The invalidity, illegality or
unenforceability of any provision of this Note shall not affect or impair the
validity, legality or enforceability of any other provision.  This
Note shall be deemed to be made in, and shall be governed by the laws of, the
State of Delaware (without regard to its conflicts of laws
principles).

    


    
      	 
      


    

    [SIGNATURE
PAGE FOLLOWS]

     

     

     

     

    
 

    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, this Revolving Promissory Note has been duly executed by the
undersigned as of the day and year first above written.

    


     

    
      	      
              BORROWER:

              


              WORLDGATE
      COMMUNICATIONS, INC.

              


              By:     /s/
      Christopher V. Vitale

              Name:  Christopher
      V. Vitale

              Title:  SVP,
      Legal and Regulatory, General Counsel and Secretary

               

              WORLDGATE
      SERVICE, INC.

              


              By:     /s/
      Christopher V. Vitale

              Name:  Christopher
      V. Vitale

              Title:  SVP,
      Legal and Regulatory, General Counsel and Secretary

               

              WORLDGATE
      FINANCE, INC.

              


              By:     /s/
      Christopher V. Vitale

              Name:  Christopher
      V. Vitale

              Title:  SVP,
      Legal and Regulatory, General Counsel and Secretary

               

              OJO
      SERVICE LLC

              By:
      WorldGate Communications, Inc., its sole member

              


              By:     /s/
      Christopher V. Vitale

              Name:  Christopher
      V. Vitale

              Title:  SVP,
      Legal and Regulatory, General Counsel and Secretary

               

              OJO
      VIDEO PHONES LLC

              By:
      WorldGate Communications, Inc., its sole member

              


              By:     /s/
      Christopher V. Vitale

              Name:  Christopher
      V. Vitale

              Title:  SVP,
      Legal and Regulatory, General Counsel and
  Secretary

            


    

     

     

    


    



    
      
         


      

      
        3