Unassociated Document


    


      EXECUTION
VERSION

    

     

    SERVICES
AGREEMENT

     

    This
Services Agreement (this “Agreement”), dated as of
October 12, 2009, is entered into by and between ACN, Inc., a Michigan
corporation (“ACN”), and
WorldGate Communications, Inc., a Delaware corporation (“WorldGate”). Each of ACN and
WorldGate are sometimes hereinafter referred to as a “Party” and collectively as the
“Parties.”

     

    WITNESSETH:

     

    WHEREAS,
in connection with certain commercial and other relationships between WorldGate
and ACN, ACN desires to provide, and WorldGate desires to receive,
and  WorldGate desires to provide, and ACN desires to receive, certain
products and services, that each may provide or receive from the other from time
to time, on such terms and conditions as set forth herein.

     

    NOW
THEREFORE, in consideration of the premises and the mutual covenants and
agreements contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties agree as
follows:

     

    ARTICLE
I


     

    AGREEMENT TO PROVIDE
PRODUCTS AND SERVICES

     

    1.1          Definitions.  When
used in this Agreement, the following terms shall have the meanings assigned to
them in this Section 1.1.

     

    (a)           “ACN Entities” means ACN and
its direct or indirect subsidiaries.

     

    (b)           “Loss” means any and all
liabilities, damages, claims, losses, charges, fines, actions, suits,
proceedings, deficiencies, taxes, interest, penalties and reasonable costs and
expenses (including without limitation reasonable attorney’s fees and
disbursements).

     

    (c)           “Provider” means a WorldGate
Entity or an ACN Entity, as the case may be, when such party is providing
Services (as defined below) pursuant to the terms of this
Agreement.

     

    (d)           “Recipient” means a WorldGate
Entity or an ACN Entity, as the case may be, when such party is receiving
Services pursuant to the terms of this Agreement.

     

    (e)           “Related Persons” mean
directors, officers, employees, representatives, members, shareholders,
partners, attorneys, accountants, agents, heirs, successors and
assigns.

     

    (f) 
          “WorldGate Entities” means
WorldGate and its direct or indirect subsidiaries.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    1.2           The
ACN Entities shall provide to the applicable WorldGate Entity the products and
services set forth on Annex A hereto (the “ACN
Services”).  Annex A may be amended from time to time to add
any additional products or services reasonably requested by WorldGate (in which
event such products or services shall be added as ACN Services subject to the
terms and conditions of this Agreement) or to modify or delete ACN
Services.  Product and service upgrades and improvements that the ACN
Entities provide to its own internal organization shall be made available to the
WorldGate Entities to the extent that the Parties mutually agree upon the price
of any such upgrade or improvement.

     

    1.3           The
WorldGate Entities shall provide to the applicable ACN Entities the products and
services set forth on Annex B hereto (the “WorldGate Services” and
together with the ACN Services, the “Services”). Annex B may be
amended from time to time to add any additional products or services reasonably
requested by ACN (in which event such products or services shall be added as
WorldGate Services subject to the terms and conditions of this Agreement) or to
modify or delete WorldGate Services.  Product and service upgrades and
improvements that the WorldGate Entities provide to its own internal
organization shall be made available to the ACN Entities to the extent that the
Parties mutually agree upon the price of any such upgrade or
improvement.

     

    1.4           The
Parties have set forth on Annex A and Annex B the time period during which the
Services will be provided (if different from the term of the Agreement as set
forth in Section 3.1), a description of the Service to be provided, the fee, if
any, for such Service (the “Applicable Fee”), which shall
not be greater than the good faith estimate of fair market value for such
Service as determined by the mutual consent of the Parties, and any other terms
applicable thereto.

     

    1.5           Each
Provider shall provide the Services with the same degree of skill, attention and
care as it exercises in performing the same or similar services for itself.
Except as set forth in this Section 1.5 and as explicitly provided in any Annex
to this Agreement, no Provider makes any warranties, express or implied, with
respect to the Services to be provided by such Provider pursuant to this
Agreement.

     

    1.6           Except
as set forth in any Annex to this Agreement, all employees and representatives
of the Provider shall be deemed for purposes of all compensation and employee
benefits matters to be employees or representatives of such Provider and not
employees or representatives of the Recipient.  Except as set forth in
any Annex to this Agreement, in performing the Services, such employees and
representatives shall be under the direction, control and supervision of the
Provider (and not the Recipient) and the Provider shall have the sole right to
exercise all authority with respect to the employment (including termination of
employment), assignment and compensation of such employees and
representatives.

     

    1.7           Nothing
in this Agreement shall preclude a Recipient from obtaining, in whole or in
part, services of any nature that may be obtainable from the Provider, from its
own employees or from providers other than the Provider.

     

    1.8           In
providing the Services, the Provider, as it deems necessary or appropriate in
its reasonable judgment, may (a) use the personnel of the Provider and (b)
employ the services of third parties to the extent such third party services are
routinely utilized to provide similar services to other businesses of the
Provider or are reasonably necessary for the efficient performance of any of
such Services. The Provider will only employ the services of third parties who
have entered into non-disclosure agreements that obligate such third parties to
maintain the confidentiality of the Recipient’s confidential information and
that prohibit the third party from using such confidential information for any
purpose other than in connection with providing the Services. The Recipient may
retain at its own expense its own consultants and other professional
advisers.


    
      
         


      

      
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    1.9           If
there is an unavoidable conflict between the immediate needs of the Provider and
those of the Recipient as to the use of or access to a particular Service to be
provided by the Provider, the Provider shall have the right, in its sole
discretion, to establish reasonable priorities, at particular times and under
particular circumstances, as between the Provider and the Recipient. In any such
situation, the Provider shall provide notice to the Recipient of the
establishment of such priorities at the earliest practicable time.

     

    1.10         The
Recipient shall, in a timely manner, take all such actions as may be reasonably
necessary or desirable in order to enable or assist the Provider in the
Provider’s provision of Services, including providing necessary information and
specific written authorizations and consents, and the Provider shall be relieved
of its obligations hereunder to the extent that the Recipient’s failure to take
any such action renders performance by the Provider of such obligations unlawful
or impracticable.

     

    ARTICLE
II

     

    Compensation;
Payment.

     

    2.1           As
consideration for the provision of the Services, the Recipient shall, for each
Service performed, pay the Provider the Applicable Fee for such Service set
forth in Annex A or Annex B, as the case may be. In addition to the Applicable
Fee, the Provider shall also be entitled to reimbursement from the Recipient
upon receipt of reasonable supporting documentation for all reasonable and
necessary out-of-pocket expenses incurred in connection with the Provider’s
provision of the Services that are not included as part of the Applicable Fee
(“Expenses”).  In the
event the Service is terminated, the Applicable Fee will be prorated for the
number of days of Service received in the calendar month (based on a thirty day
month) in which the Service is terminated.

     

    2.2           Annex
A or Annex B, as the case may be, will set forth the timing for the submission
of invoices for the Applicable Fee and Expense for any Services and the payment
terms applicable to each such invoice.  Each invoice shall include a
summary list of the previously agreed upon Services for which there is an
Applicable Fee together with such documentation as may reasonably be required by
the Recipient to verify the amount of any Expenses and that such Expenses were
incurred in connection with providing the Services.  Payment of all
invoices in respect of Services and Expenses shall be made by check or
electronic funds transmission in U.S. Dollars. All payments shall be made to the
account designated in the invoice by the Provider to the
Recipient.


    
      
         


      

      
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    ARTICLE
III

     

    Term;
Termination.

     

    3.1           Subject
to the further provisions of this Article III and except as expressly provided
with respect to a specific Service in Annex A or Annex B, this Agreement shall
commence on the date first set forth above and terminate, unless renewed
pursuant to the following sentence, one (1) year thereafter.  This
Agreement will automatically renew for successive one-year terms, unless one
party delivers to the other party a notice of its intention to terminate this
Agreement not less than sixty (60) days prior to the end of the then-current
term.

     

    3.2           Notwithstanding
anything to the contrary contained herein or in Annex A or Annex B, the
Recipient may terminate any individual Service on a Service-by-Service basis
(and/or location-by-location basis where an individual Service is provided at
multiple locations of Recipient) upon prior written notice to the Provider
identifying the particular Service (or location) to be terminated and the
effective date of termination, which date shall be not less than thirty (30)
days after receipt of such notice.

     

    3.3           This
Agreement may be terminated as to all of the Services prior to the expiration of
the term of this Agreement as set forth in Section 3.1, upon written notice as
set forth below:

     

    (a)           by
the Provider, if the Recipient fails to pay any invoice within ninety (90) days
following the date when payment of such invoice is due unless the Recipient is
disputing such invoice in good faith; or

     

    (b)           by
either Party, if the other Party commits a material breach of any provision of
this Agreement and such material breach continues for a period of thirty (30)
days following a written request to cure such breach.

     

    3.4           Following
any termination of this Agreement, each Provider shall cooperate in good faith
with the Recipient to transfer records and take all other actions reasonably
requested by the Recipient to enable the Recipient to make alternative
arrangements for the provision of products or services substantially consistent
with the Services provided pursuant to this Agreement.

     

    3.5           Each
Recipient specifically agrees and acknowledges that all obligations of the
Provider to provide each Service for which the Provider is responsible hereunder
shall immediately cease upon the termination of this Agreement. Upon the
cessation of the Provider’s obligation to provide any Service, the Recipient
shall immediately cease using, directly or indirectly, such Service (including
any and all software of the Provider or third party software provided through
the Provider, telecommunications services or equipment, or computer systems or
equipment).

     

    3.6           Upon
termination of a Service with respect to which the Provider holds books, records
or files, including current or archived copies of computer files, owned by the
Recipient and used by the Provider in connection with the provision of a Service
to the Recipient, the Provider will return all of such books, records or files
as soon as reasonably practicable; provided, however, that the
Provider may make a copy, at its expense, of such books, records or files for
archival purposes only.


    
      
         


      

      
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    ARTICLE
IV

     

    Liability and
Indemnity.

     

    4.1           Each
Provider’s maximum liability to, and the sole remedy of, the Recipient for
breach of this Agreement or otherwise with respect to Services is a refund of
the price paid for the particular Service or, at the option of the Recipient, a
redelivery (or delivery) of the Service, unless the breach arises out of the bad
faith, gross negligence, fraud or willful misconduct of the
Provider.

     

    4.2           The
Provider hereby agrees to indemnify, defend and hold the Recipient and its
Related Persons harmless from and against Losses incurred by the Recipient,
resulting from any demand, claim, lawsuit, action or proceeding for a breach by
Provider of any representation, warranty, covenant or agreement contained in
this Agreement (including any Annex to this Agreement) or for bad faith, gross
negligence, fraud or willful misconduct of the Provider.  The
Provider’s liability under this Section 4.2 shall be subject to the provisions
of Section 4.4.

     

    4.3           The
Recipient hereby agrees to indemnify, defend and hold the Provider and its
Related Persons harmless from and against Losses incurred by the Provider,
resulting from any demand, claim, lawsuit, action or proceeding relating to any
such person’s conduct in connection with the Provider’s provision of Services to
the Recipient under this Agreement, provided that such conduct was expressly
required by this Agreement or by the Recipient’s direction and did not
constitute bad faith, gross negligence, fraud or willful misconduct or breach of
this Agreement by the Provider.  The Recipient’s liability under this
Section 4.3 shall be subject to the provisions of Section 4.4.

     

    4.4           Notwithstanding
anything in this Agreement or any Annex to the contrary, neither the Provider
nor the Recipient shall be liable for any special, incidental or consequential
damages of any kind whatsoever, including but not limited to loss of profits,
business interruptions and claims of customers.

     

    4.5           Notice Of
Claims.

     

    (a)           ACN
agrees to notify WorldGate promptly in writing upon the receipt by any ACN
Entity of notice of any pending or threatened claim or proceeding, including
without limitation any audit or assessment with respect to taxes, which arise
out of, in connection with or result from the activities contemplated hereby for
which any WorldGate Entity has agreed to indemnify any ACN Entity or their
respective Related Persons.  ACN further agrees to reasonably
cooperate and assist and to instruct its employees, counsel and advisors to
reasonably assist the WorldGate Entities in the defense of such claims or
proceedings to the extent permitted by applicable law.  The WorldGate
Entities shall be entitled to participate, at its expense, in the defense of its
interest in any such claim or proceeding.


    
      
         


      

      
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    (b)           WorldGate
agrees to notify ACN promptly in writing upon the receipt by any WorldGate
Entity of notice of any pending or threatened claim or proceeding, including
without limitation any audit or assessment with respect to taxes, which arise
out of, in connection with or result from the activities contemplated hereby for
which any ACN Entity has agreed to indemnify any WorldGate Entity or their
respective Related Persons.  WorldGate further agrees to reasonably
cooperate and assist and to instruct its employees, counsel and advisors to
reasonably assist the ACN Entities in the defense of such claims or proceedings
to the extent permitted by applicable law.  The ACN Entities shall be
entitled to participate, at its expense, in the defense of its interest in any
such claim or proceeding.

    


    ARTICLE
V

     

    Miscellaneous.

     

    5.1           Proprietary
Information. Each Party agrees to maintain, and shall cause its direct
and indirect subsidiaries and its and their Related Persons to maintain, the
confidentiality of all non-public information relating to the other Party, its
direct and indirect subsidiaries, its affiliates or any third party that may be
disclosed by a Party, its direct and indirect subsidiaries, its affiliates or
any third party to the other Party or its direct and indirect subsidiaries in
connection with the performance of the Services hereunder and to use such
information solely for the purposes of providing or receiving the Services
hereunder; provided that, either Party or
its direct and indirect subsidiaries and its and their Related Persons may make
such disclosure if required by law or the rules of any securities exchange or
market.  Each Party and its direct and indirect subsidiaries shall
retain the entire right, interest and title to its proprietary
information.  No license under any patent, copyright, trademark, other
intellectual property right or any application therefor, is hereby granted or
implied by the provision of Services to the Recipient.

     

    5.2           Amendments and
Waivers.  Any provision of this Agreement may be amended or
waived if, and only if, such amendment or waiver is in writing and is signed, in
the case of an amendment, by each Party to this Agreement, or in the case of a
waiver, by the Party against whom the waiver is to be effective. No failure or
delay by any Party in exercising any right or privilege hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise thereof preclude
any other or further exercise thereof or the exercise of any other right, power
or privilege. To the maximum extent permitted by Law, (a) no waiver that may be
given by a Party shall be applicable except in the specific instance for which
it was given and (b) no notice to or demand on one Party shall be deemed to be a
waiver of any obligation of such Party or the right of the Party giving such
notice or demand to take further action without notice or demand.

     

    5.3           Assignment.  Neither
this Agreement nor any of the rights and obligations of the Parties hereunder
may be assigned by either of the Parties hereto without the prior written
consent of the other Party hereto, except that an assignment by operation of law
in connection with a merger or consolidation shall not require the consent of
the other Party hereto. Notwithstanding the foregoing, each of the Parties shall
remain liable for all of their respective obligations under this Agreement.
Subject to the first sentence of this Section 5.3, this Agreement shall be
binding upon and inure to the benefit of the Parties hereto and their respective
successors and permitted assigns and no other person shall have any right,
obligation or benefit hereunder. Any attempted assignment or transfer in
violation of this Section 5.3 shall be void.


    
      
         


      

      
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    5.4           Entire Agreement.
This Agreement, the Annexes and the documents, instruments and other agreements
specifically referred to herein or delivered pursuant hereto, set forth the
entire understanding of the Parties hereto with respect to the subject matter
hereof.  Any and all previous agreements and understandings between or
among the Parties regarding the subject matter hereof, whether written or oral,
are superseded by this Agreement.

     

    5.5           Notices.  Any
notice, request, demand, waiver, consent, approval or other communication which
is required or permitted hereunder shall be in writing and shall be deemed given
(a) on the date established by the sender as having been delivered personally,
(b) on the date delivered by a private courier as established by the sender by
evidence obtained from the courier, (c) on the date sent by facsimile, with
confirmation of transmission, if sent during normal business hours of the
recipient, if not, then on the next business day, or (d) on the fifth day after
the date mailed, by certified or registered mail, return receipt requested,
postage prepaid. Such communications, to be valid, must be addressed as
follows:

     

    
      	
               
      

            	
              If
      to WorldGate:

            


    

     

    
      	
               
      

            	
              WorldGate
      Communications, Inc.

            


    

    
      	
               
      

            	
              3190
      Tremont Avenue

            


    

    
      	
               
      

            	
              Trevose,
      Pennsylvania 19053

            


    

    
      	
               
      

            	
              Telephone:
      (215) 354-5106

            


    

    
      	
               
      

            	
              Facsimile:
      (215) 354-1049

            


    

    
      	
               
      

            	
              Attn:
      General Counsel

            


    

     

    
      	
               
      

            	
              If
      to ACN:

            


    

     

    
      	
               
      

            	
              ACN,
      Inc.

            


    

    
      	
               
      

            	
              1000
      Progress Place

            


    

    
      	
               
      

            	
              Concord,
      North Carolina 28025

            


    

    
      	
               
      

            	
              Telephone:
      (704) 260-3434

            


    

    
      	
               
      

            	
              Facsimile:
      (704) 260-3304

            


    

    
      	
               
      

            	
              Attn:  General
      Counsel – North America

            


    

     

    or to
such other address or to the attention of such person or persons as the
recipient Party has specified by prior written notice to the sending
Party.  If more than one method for sending notice as set forth above
is used, the earliest notice date established as set forth above shall
control.

     

    5.6           No Third Party
Beneficiaries. No provision of this Agreement is intended to confer upon
any person other than the Parties hereto any rights or remedies hereunder; and
nothing herein expressed or implied shall give or be construed to give any
person or entity (including, without limitation, any Seconded Employee
contemplated by Annex A-1), other than the Parties hereto and the other
indemnified persons (as contemplated by Sections 4.2 and 4.3), and each of their
respective heirs, executors, administrators, legal representatives, successors
and permitted assigns, any legal or equitable rights hereunder.


    
      
         


      

      
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    5.7           Headings. All
captions contained in this Agreement are for convenience of reference only, do
not form a part of this Agreement and shall not affect in any way the meaning or
interpretation of this Agreement.

     

    5.8           Counterparts.  This
Agreement may be executed in two or more counterparts (delivery of which may
occur via facsimile or as an attachment to an electronic mail message in “pdf”
or similar format), each of which shall be binding as of the date first written
above, and, when delivered, all of which shall constitute one and the same
instrument.  This Agreement and any other certificate, instrument,
agreement or document required to be delivered pursuant to this Agreement, and
any amendments hereto or thereto, to the extent signed and delivered by means of
a facsimile machine or as an attachment to an electronic mail message in “pdf”
or similar  format, shall be treated in all manner and respects as an
original agreement or instrument and shall be considered to have the same
binding legal effect as if it were the original signed version thereof delivered
in person.  At the request of any Party, the other Party shall
re-execute original forms of this Agreement and any other certificate,
instrument, agreement or document required to be delivered pursuant to this
Agreement, and any amendments hereto or thereto, and deliver them to the other
Party.  No Party shall raise the use of a facsimile machine or
electronic mail attachment in “pdf” or similar format to deliver a signature or
the fact that any signature or agreement or instrument was transmitted or
communicated through the use of a facsimile machine or as an attachment to an
electronic mail message as a defense to the formation of a contract and each
such Party forever waives any such defense.  A facsimile signature or
electronically scanned copy of a signature shall constitute and shall be deemed
to be sufficient evidence of a Party’s execution of this Agreement, without
necessity of further proof.  Each such copy shall be deemed an
original, and it shall not be necessary in making proof of this Agreement to
produce or account for more than one such counterpart.

     

    5.9           Severability;
Enforcement. Any provision of this Agreement which is invalid or
unenforceable in any jurisdiction shall be ineffective to the extent of such
invalidity or unenforceability without invalidating or rendering unenforceable
the remaining provisions hereof, and any such invalidity or unenforceability in
any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.

     

    5.10         Specific Performance.
The Parties agree that irreparable damage would occur in the event that any of
the provisions of this Agreement were not performed by them in accordance with
the terms hereof and that each Party shall be entitled to specific performance
of the terms hereof, in addition to any other remedy at law or
equity.

     

    5.11         Consent to
Jurisdiction.  Each Party irrevocably submits to the exclusive
jurisdiction of the state and federal courts sitting the City of Wilmington,
Delaware, for the purposes of any suit, action or other proceeding arising out
of this Agreement or any transaction contemplated hereby. Each Party further
agrees that service of any process, summons, notice or document by U.S.
registered mail to such Party’s respective address set forth above shall be
effective service of process for any action, suit or proceeding with respect to
any matters to which it has submitted to jurisdiction in this Section 5.11. Each
Party irrevocably and unconditionally waives any objection to the laying of
venue of any action, suit or proceeding arising out of this Agreement or the
transactions contemplated hereby in the state and federal courts sitting the
City of Wilmington, Delaware and hereby further irrevocably and unconditionally
waives and agrees not to plead or claim in any such court that any such action,
suit or proceeding brought in any such court has been brought in an inconvenient
forum.


    
      
         


      

      
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    5.12         Governing
Law.  This Agreement shall be governed by and interpreted and
enforced in accordance with the laws of the State of Delaware, without giving
effect to any choice of law or conflict of laws rules or provisions (whether of
the State of Delaware or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of
Delaware.

     

    5.13         Waiver of Jury
Trial.  Each Party hereby waives to the fullest extent
permitted by applicable Law, any right it may have to a trial by jury in respect
of any litigation directly or indirectly arising out of, under or in connection
with this Agreement, any transaction contemplated hereby or any dispute relating
hereto. Each Party (a) certifies that no representative, agent or attorney of
the other Party has represented, expressly or otherwise, that such other Party
would not, in the event of litigation, seek to enforce the foregoing waiver and
(b) acknowledges that it and the other Party hereto have been induced to enter
into this Agreement by, among other things, the mutual waivers and
certifications in this Section 5.13.

     

    5.14         Independent
Contractor. Nothing contained in this Agreement shall be deemed or
construed to create a partnership or joint venture, to create the relationships
of employee/employer or principal/agent, or otherwise create any liability
whatsoever of either Party with respect to the indebtedness, liabilities,
obligations or actions of the other or any of their Related Persons, or any
other person or entity.

     

    5.15         Survival.  The
provisions of Article II through and including Article V shall survive the
expiration or earlier termination of this Agreement for any reason
whatsoever.

     

    5.16         Force
Majeure.

     

    (a)           The
Provider shall not be in default hereunder by reason of any failure or delay in
the performance of its obligations hereunder where such failure or delay is due
to any cause beyond its reasonable control, including, but not limited to,
strikes, labor disputes, civil disturbances, riot, rebellion, invasion,
epidemic, hostilities, war, embargo, natural disaster, acts of God, acts of
terrorism, flood, fire, sabotage, accident, delay in transportation, loss and
destruction of property, intervention by governmental entities, change in laws,
regulations or orders, other events or any other circumstances or causes beyond
the Provider’s reasonable control.

     

    (b)           Upon
learning of the occurrence of such event of force majeure, the Provider shall
promptly notify the Recipient, either orally or in writing.  In the
event of any failure or delay in performance of the Services, the Provider shall
use its reasonable best efforts to restore the Services as soon as may be
reasonably possible in accordance with its existing contingency plans for such
Services. The Recipient shall not be liable for payment of any Applicable Fees
or Expenses during the period in which the Services could not be provided by
reason of force majeure.

     

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    IN
WITNESS WHEREOF, the Parties have executed and delivered this Agreement by their
duly authorized officers as of the date first set forth above.

     

    
      
        
          	 
      	
                  ACN,
      INC.,

                
	 
      	
                  a
      Michigan corporation

                
	 
      	 
      
	 
      	
                  By:  

                	
                     /s/ Dave
      Stevanovski

                
	 
      	 
      	
                  Name:
      Dave Stevanovski

                
	 
      	 
      	
                  Title:  Vice
      President, and Chief Operating Officer, North America

                
	 
      	 
      
	 
      	
                  WORLDGATE
      COMMUNICATIONS, INC.,

                
	 
      	
                  a
      Delaware corporation

                
	 
      	 
      
	 
      	
                  By:  

                	
                  /s/ Christopher V.
Vitale

                
	 
      	 
      	
                  Name:
      Christopher V. Vitale

                
	 
      	 
      	
                  Title:
      SVP, General Counsel and
Secretary

                


        

      

    

     

    
      
         


      

      
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    Annex A

     

    ACN
Services

    


    Table of
Contents

    
      
        
          	
                  Annex
      A-1 – Secondment Services

                
	
                  Annex
      A-2 – Use of EMI Test Chamber

                
	
                  Annex
      A-3 – Administrative and Travel Support

                
	
                  Annex
      A-4 – Real Estate Co-Location and Customer Operations
    Services

                
	
                  Annex
      A-5 – Provisioning of VOIP Communication
Devices

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Annex
A-1

    Secondment
Services

    


    ARTICLE
I


     

    DEFINITIONS

     

    1.1          Definitions.  When
used in this Annex A-1, the following terms shall have the meanings assigned to
them in this Section 1.1.

     

    (a)          
“Direct Payroll Costs”
shall mean, with respect to any Seconded Employee, the gross amount of all
salaries and wages, employee benefit program costs and other compensation with
respect to such Seconded Employee and all applicable fees, taxes, and other
amounts owed to third parties as a result of the employment of such Seconded
Employee, including federal, state and local income tax withholding,
contributions pursuant to the Federal Insurance Contribution Act and Federal
Unemployment Tax Act, workers’ compensation, unemployment insurance, other
withholding or other payments required by federal, state or local law or
regulations, and all payments to applicable pension and welfare plans and other
employee fringe benefit outlays, including but not limited to, direct premiums
to Plans and claims for self-funded plans on an individual level or, if required
by the design of the relevant Plan, such benefit costs as ACN reasonably
determines using its usual methods of cost accounting.

     

    (b)           “Indirect Payroll Costs” shall
mean with respect to any Seconded Employee, all reasonable costs, other than
Direct Payroll Costs, associated with the compensation of or benefits provided
to such Seconded Employee, including allocable general administrative and
overhead costs arising in connection with the employment and compensation of
such Seconded Employee, as reasonably determined by ACN using its usual methods
of cost accounting.

     

    (c)           “Out-of-Pocket Expenses” means,
with respect to any Seconded Employee, any actual out-of-pocket expenses that
are incurred by such Seconded Employee or by the applicable ACN Entity in the
course of such Seconded Employee’s performance of his or her duties and paid or
reimbursed by such applicable ACN Entity, as reasonably determined by ACN using
its usual methods of cost accounting.

     

    (d)           “Payroll Costs” means Direct
Payroll Costs, Indirect Payroll Costs and Out-of-Pocket Expenses.  For
any Seconded Employee, the Payroll Costs may consist of a portion of Direct
Payroll Costs, Indirect Payroll Costs and Out-of-Pocket Expenses associated with
such Seconded Employee as reasonably determined by ACN in good faith to reflect
an equitable sharing of the costs associated with such Seconded Employee based
on the facts and circumstances, including, without limitation, the time spent by
the Seconded Employee on matters relating to the business of
WorldGate.

     

    (e)           “Person” means an individual, a
corporation, a partnership, a limited liability company, an association, a trust
or other entity or organization.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (f) 
          “Plans” means all employee
benefit plans, as defined in Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended, and all other plans, policies, and
arrangements which the ACN Entities maintain on behalf of or makes available to
the Seconded Employees on or after the date hereof.

     

    (g)           “Seconded Employee” means any
employee of any ACN Entity listed on Exhibit 1 to this Annex A-1, as such
exhibit may be amended or supplemented from time to time by mutual agreement of
the Parties.

     

    ARTICLE
II


     

    SECONDED EMPLOYEE
SERVICES

     

    2.1           Seconded Employee
Services.  Upon the terms and subject to the conditions
contained in this Annex A-1 and the Agreement, the ACN Entities shall furnish to
the WorldGate Entity specified by WorldGate (the “Applicable WGAT Entity”) the
services of the Seconded Employees.

     

    (a)           Seconded
Employees shall remain employees of the applicable ACN Entity and shall remain
on the payroll of the applicable ACN Entity, but shall perform services for and,
to the fullest extent permitted by applicable law, under the sole supervision,
direction and control of the Applicable WGAT Entity.  The Applicable
WGAT Entity shall direct and control the Seconded Employees in the manner and
method of performing services for the Applicable WGAT Entity; provided that, the
Applicable WGAT Entity shall not direct or cause any Seconded Employee to act or
omit to act where such act or omission would violate applicable law or
regulations.  The ACN Entities shall have no responsibility for, or
control over, the day-to-day work activities of any Seconded
Employee.  The Applicable WGAT Entity shall be solely responsible for
each Seconded Employee’s actions in connection with their assigned duties for
the Applicable WGAT Entity as if they were employees of the Applicable WGAT
Entity.  Seconded Employees shall not, during the period in which they
are Seconded Employees, be required by any ACN Entity to provide any material
services to any ACN Entity or to devote any material time to efforts or
activities sponsored by or for the direct benefit of any ACN
Entity.  The ACN Entities make no representations or warranties,
express or implied, concerning (i) any service rendered or to be rendered by a
Seconded Employee hereunder, (ii) any Seconded Employee’s compliance with his or
her obligations set forth in a Seconded Employee Letter Agreement (as defined
below), or (iii) the fitness, qualifications, experience or other attributes of
any Seconded Employee.  For the avoidance of doubt, the Services
contemplated by Annex A-1 shall not be subject to Sections 1.6 or 1.9 of the
body of the Agreement.

     

    (b)           The
applicable ACN Entity shall continue to pay the compensation, withhold and pay
taxes and make other deductions and, to the extent permitted by the Plans and by
applicable law, provide the benefits to which the Seconded Employees are
entitled pursuant to the Plans, in each case, in a timely manner.  The
applicable ACN Entity shall determine in its sole discretion the compensation
and benefits that are provided to each Seconded Employee; provided that, such
ACN Entity shall notify the Applicable WGAT Entity in writing in advance of any
change in such compensation or benefits that would materially increase the
Payroll Costs associated with any Seconded Employee.


    
      
         


      

      
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    2.2           Limitation on Provision of
Services of Seconded Employees.  Notwithstanding anything
herein to the contrary, no provision of this Agreement shall obligate any ACN
Entity to provide (or continue to provide) the services of a Seconded Employee
pursuant hereto if such ACN Entity determines, in its sole discretion, that to
do so would (i) interfere with the conduct of its business in the ordinary
course, (ii) violate any applicable law, rule, regulation, judgment, order
or decree, (iii) constitute a default or give rise to any right of
termination, cancellation or acceleration of any right or to a loss of any
benefit to which such ACN Entity is entitled under any provisions of any
agreement or other instrument binding on such ACN Entity or (iv) violate
any obligation or duty owed by any Seconded Employee to such ACN
Entity.  In furtherance of the foregoing, if any term or provision of
this Agreement or the performance thereof would result in any of the foregoing,
the Parties agree that any such provision shall be modified accordingly so as to
not result in any of the foregoing.

     

    2.3           Seconded Employee Letter
Agreement.  Notwithstanding any Seconded Employee’s employment
by an ACN Entity, prior to any Seconded Employee’s commencement of services to
the Applicable WGAT Entity hereunder, ACN shall require each Seconded Employee
to execute and deliver to ACN a Seconded Employee Letter Agreement (a “Seconded Employee Letter
Agreement”) substantially in the form attached as Exhibit 2 to
this Annex A-1 (and ACN shall deliver a copy thereof to the Applicable WGAT
Entity), which shall require, among other things, such Seconded Employee to
agree to abide by and comply with all applicable policies and procedures of the
Applicable WGAT Entity.  Nothing in this Agreement or in the Seconded
Employee Letter Agreement shall alter the “at-will” status of any Seconded
Employee or the ability of ACN to terminate the employment of any Seconded
Employee at any time, for any reason or for no reason.

     

    2.4           Intellectual Property
Matters.  ACN, on behalf of itself and the other ACN Entities,
agrees that any and all intellectual property developed by any Seconded Employee
during the secondment, including without limitation all ideas, formulas,
concepts, themes, inventions, designs, improvements, fund management and
administration, accounting systems, processes, computer software, and
discoveries conceived, developed, learned, or written by any Seconded Employee,
individually or jointly in collaboration with employees of any WorldGate Entity,
shall belong to and be the sole and exclusive property of the Applicable WGAT
Entity, are “works made for hire” as that term is defined in the copyright laws
of the United States, and shall be assigned promptly by the Seconded Employee to
the Applicable WGAT Entity.  ACN, on behalf of itself and the other
ACN Entities, agrees that the Applicable WGAT Entity is the sole and absolute
owner of all patents, copyrights, trademarks, and other property rights to any
of the intellectual properties described in the first sentence of this Section
2.4 and ACN will, and will cause the other ACN Entities to, fully assist the
Applicable WGAT Entity to obtain the patents, copyrights, trademarks, or other
property rights to all such inventions, improvements, discoveries, formulas,
fund management and administration, accounting systems, processes, or computer
software, and ACN will, and will cause the other ACN Entities to, execute all
documents and do all things necessary to vest the Applicable WGAT Entity with
full and exclusive title and protect against infringement by
others.  This Section 2.4 shall not apply to intellectual property or
rights therein derived from any ACN Entity’s or any Seconded Employee’s
activities prior to the time the Parties entered into the
Agreement.  This section shall not apply to assign to any ACN Entity
or any WorldGate Entity any Seconded Employee’s rights in any invention that
such Seconded Employee developed entirely on his or her own time without using
any WorldGate Entity’s equipment, supplies, facilities or information, unless
the invention (a) relates directly to the business of any WorldGate Entity; (b)
relates directly to any WorldGate Entity’s actual or demonstrably anticipated
research and development; or (c) results from any work performed by such
Seconded Employee for any WorldGate Entity pursuant to this
Agreement.


    
      
         


      

      
        A-1 Page
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    ARTICLE
III

     

    EXPENSES

     

    3.1           Reimbursement Of Payroll
Costs.  The Applicable WGAT Entity shall reimburse ACN for all
Payroll Costs associated with the Seconded Employees during the period of
secondment for each such Seconded Employee.

     

    3.2           Method Of
Reimbursement.  ACN will provide the Applicable WGAT Entity
with monthly invoices setting forth the Payroll Costs (in reasonable detail) for
the preceding month and the cumulative amount of Payroll Costs (in reasonable
detail) remaining unpaid.  On or before the later of (a) December 31,
2010 or (b) the date WorldGate has sufficient cash generated from the operations
of WorldGate to pay any outstanding Payroll Costs (such later date, the “Initial Payment Date”), the
Applicable WGAT Entity shall pay, by wire transfer of immediately available
funds to an account designated in advance by ACN, an amount equal to the lesser
of (i) the aggregate amount of Payroll Costs remaining unpaid or (ii) twenty
percent (20%) of the amount of cash generated from the operations of WorldGate
for the most recent fiscal quarter immediately preceding the Initial Payment
Date for which WorldGate has publicly released its financial
statements.  After the Initial Payment Date, within ninety (90) days
after the delivery of each such invoice, the Applicable WGAT Entity shall pay,
by wire transfer of immediately available funds to an account designated in
advance by ACN, the lesser of (i) the aggregate amount of Payroll Costs
remaining unpaid or (ii) twenty percent (20%) of the amount of cash generated
from the operations of WorldGate for the most recent fiscal quarter immediately
preceding the date of such invoice for which WorldGate has publicly released its
financial statements.  The Applicable WGAT Entity shall have no right
of offset with respect to its payment obligations hereunder.

     

    ARTICLE
IV

     

    TERMINATION OF SECONDED
EMPLOYEE SERVICES

     

    4.1           Termination By
WorldGate.  WorldGate may, in its sole discretion, terminate
the services provided to any WorldGate Entity by any Seconded Employee at any
time by providing thirty (30) days’ advance written notice thereof to ACN
specifying the effective date of such termination.


    
      
         


      

      
        A-1 Page
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    4.2           Termination By
ACN.  ACN may, in its sole discretion, terminate the provision
of services to any WorldGate Entity by any Seconded Employee at any time by
providing sixty (60) days’ advance written notice thereof to WorldGate
specifying the effective date of such termination.

     

    4.3           Termination of
Agreement.  The services of all Seconded Employees to the any
WorldGate Entity will automatically terminate (without any further notice to
either Party) effective upon the termination of the Agreement in accordance with
Article III of the Agreement.

     

    4.4           Effect of Termination of
Services.  As of the effective date of any termination in
accordance with Section 4.1,
Section 4.2 or
Section 4.3, or
as of the date of the termination of any Seconded Employee’s employment with ACN
for any other reason, such Seconded Employee shall cease to be a Seconded
Employee.

     

    ARTICLE
V

     

    INDEMNIFICATION

     

    5.1     
     General.

     

     (a)           WorldGate
acknowledges and agrees that the Seconded Employees and the services they
provide are provided as an accommodation to WorldGate, and that ACN shall
neither indemnify nor have any liability to any WorldGate Entity for any Loss
relating to or arising out of (i) the availability or continued employment of
any Seconded Employee, (ii) the performance of services by any Seconded
Employee, or (iii) any Seconded Employee’s compliance with its obligations
under a Seconded Employee Letter Agreement, in each case except to the extent
that any such Loss results from the bad faith, gross negligence, fraud or
willful misconduct of ACN.

     

     (b)           WorldGate
agrees to indemnify, defend and hold harmless the ACN Entities and their Related
Persons from, against and in respect of Losses imposed on, sustained, incurred
or suffered by or asserted against any ACN Entity or any of their Related
Persons relating to or arising out of the performance by the WorldGate Entities
of their obligations under this Annex  A-1 and any claim, charge,
action, suit or proceeding brought by any Seconded Employee under any federal,
state or local employment law other than for payment of any compensation to any
Seconded Employee, in each case except to the extent that any such Loss results
from the bad faith, gross negligence, fraud or willful misconduct of any ACN
Entity.

     

     (c)           ACN
agrees to indemnify, defend and hold harmless the WorldGate Entities and their
Related Persons from, against and in respect of any Loss, imposed on, sustained,
incurred or suffered by or asserted against any WorldGate Entity or any of their
Related Persons relating to or arising out of the performance by the ACN
Entities of their obligations under this Annex  A-1 and any claim,
charge, action, suit or proceeding brought by any Seconded Employee with respect
to the payment of any compensation to any Seconded Employee, in each case except
to the extent that any such Loss results from the bad faith, gross negligence,
fraud or willful misconduct of any WorldGate Entity.


    
      
         


      

      
        A-1 Page
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    5.2           Workers
Compensation.  Without limiting the provisions of Section 5.1 of
this Annex A-1, WorldGate hereby agrees to indemnify, defend and hold harmless
the ACN Entities and their Related Persons for any workers’ compensation claims
liability the ACN Entities incur with respect to a Seconded Employee arising out
of any injury or condition incurred during or caused by work performed for or on
behalf of the Applicable WGAT Entity by such Seconded Employee; it being
understood that to the extent any ACN Entity is compensated by a third party
with respect to such liability, or such liability is assumed by a third party,
the amount owed by WorldGate to the ACN Entities and their Related Persons with
respect to such liability shall be offset by the amount of such compensation or
assumption.  ACN will, and will cause the other ACN Entities to, use
its commercially reasonable efforts to obtain compensation or assumption for
such liability from any relevant third party (including applicable insurance
companies, but not including any WorldGate Entity).

     

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        A-1 Page
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    Exhibit 1
to Annex A-1

     

    Seconded
Employees

     

    No
seconded employees are contemplated as of the date of the
Agreement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit 2
to Annex A-1

     

    Form
of Seconded Employee Letter Agreement

     

    [Date]

     

    [Seconded Employee
Name]

    [Address]

     

    Re:
Secondment To WorldGate Service, Inc.

     

    Dear
[Secondee
Name]:

     

    This
letter confirms the basis upon which, while still employed by [identify relevant ACN Entity]
(“ACN”), you
will be seconded (the “Secondment”) to
WorldGate Service, Inc. (“WorldGate”).

     

    1.           During
the Secondment, while you will remain an ACN employee and will not be a
WorldGate employee, your employment remains at will, meaning you or ACN can
terminate your employment at any time, for any reason or for no reason, and you
will be supervised and directed, to the fullest extent permitted by applicable
law, by WorldGate.  You will work at WorldGate’s premises, unless
otherwise jointly notified to you by WorldGate and ACN.  Additionally,
the Secondment is at will, and either WorldGate or ACN can terminate it at any
time.  ACN or WorldGate will notify you if and when your Secondment is
terminated.  If during your Secondment you have any questions
regarding your employment by ACN or the terms of the Secondment, you can contact
ACN’s Vice President of Human Resources for assistance.

     

    2.           ACN
will continue to provide and determine your salary, benefits and other
compensation on the same basis ACN has done to date.

     

    3.           During
the Secondment, you shall in no event represent that you are acting on behalf of
ACN or have any authority to do so, nor shall you represent that you are in any
respect controlled by ACN.

     

    4.           During
the Secondment you will report to the person(s) designated by WorldGate and your
duties will be those which WorldGate reasonably requests you to
perform.

     

    5.           During
the Secondment you will comply with all (a) internal policies, rules,
regulations, and procedures and employee handbooks of both ACN and WorldGate
(including, without limitation and as applicable, with respect to
confidentiality, conflicts of interest, code of ethics, intellectual property
and invention assignment, insider trading, sexual harassment and substance
abuse) as the same may be amended from time to time and provided to you, and
(b) applicable state, local and federal laws whether now existing or
hereafter adopted applicable to the business of WorldGate.  You agree
to execute and deliver to WorldGate, upon its request, a countersigned copy of
any internal WorldGate policy, rule, regulation or procedure that is generally
applicable to similarly situated employees of WorldGate.  In the event
you believe that there is a conflict between the internal policies, procedures
or employee handbooks of ACN and WorldGate, you should promptly raise such
concerns with your WorldGate supervisor.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    6.           You
will devote your full time and attention to your Secondment duties unless
otherwise agreed by ACN and WorldGate and jointly notified to
you.  You agree to use reasonable skill and care in carrying out your
duties for WorldGate and you will act at all times in the best interests of
WorldGate (including fulfilling any duty of loyalty to WorldGate that you would
have if WorldGate were your employer).  In the event you believe you
have an actual or potential conflict of interest at any time between the
interests of WorldGate and the interests of ACN, you should promptly raise such
concerns with your WorldGate supervisor.  Any such actual or potential
conflict of interest should be resolved in favor of WorldGate during your
Secondment.

     

    7.           The
Secondment will terminate automatically if your employment with ACN ends for any
reason or if you are no longer lawfully entitled to work in the United
States.

     

    8.           You
acknowledge that the Secondment may result in your exposure and access to
confidential and proprietary information of WorldGate and its subsidiaries,
parent company, customers, suppliers and other third parties, including, but not
limited to, accounting systems, processes, computer software, customer and
supplier lists, due diligence files, financial information, business strategies
and personal information about WorldGate, its subsidiaries and parent company
and their respective employees, to which information you may not have had access
to prior to the Secondment to WorldGate and which information is of significant
value to WorldGate and its subsidiaries, parent company, customers, suppliers
and other third parties.  You agree that you shall not, other than on
WorldGate’s behalf, at any time during your Secondment to WorldGate and
thereafter, make available, divulge, disclose, or communicate in any manner
whatsoever to anyone including, but not limited to, any person, firm,
corporation, investor, member of the media, or entity, including without
limitation ACN, any such confidential or proprietary information, or use any
such confidential or proprietary information for any purpose other than on
WorldGate’s behalf, unless previously authorized to do so in writing by a duly
authorized officer of WorldGate, required by law or court order, or such
confidential or proprietary information has become publicly available other than
by reason of a breach by you of such agreement, or of another individual’s or
entity’s violation of an obligation not to disclose such
information.  Should you be required by law or court order to disclose
such confidential or proprietary information, you agree to give WorldGate such
notice as is reasonably practicable under the circumstances so as to allow
WorldGate to challenge such application of the law or court order, or otherwise
to attempt to limit the scope of such disclosure.  This paragraph
shall apply to all confidential and proprietary information of WorldGate and its
subsidiaries, parent company, customers, suppliers and other third parties,
regardless of when such information is or was disclosed to you.  You
acknowledge that WorldGate shall have the right to enforce your agreements under
this paragraph.  You further acknowledge that a breach of this
paragraph would cause a loss to WorldGate for which it could not reasonably or
adequately be compensated by damages in an action at law, that remedies other
than injunctive relief could not fully compensate WorldGate for a breach of this
paragraph, and that, accordingly, WorldGate shall be entitled to injunctive
relief to prevent any breach or continuing breaches of this
paragraph.  It is the your intention and the intention of WorldGate
that if, in any action before any court empowered to enforce your agreements in
this paragraph, any term, restriction, covenant, or promise is found to be
unenforceable, then such term, restriction, covenant, or promise shall be deemed
modified to the extent necessary to make it enforceable by such
court.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    This
letter is governed by, and will be interpreted in accordance with, the laws of
the State of Delaware without reference to its principles of conflicts or choice
of laws.  The provisions of this letter are intended for the benefit
of ACN and WorldGate.

     

    Please
sign and date the enclosed copy of this letter to confirm your acceptance of the
terms of the Secondment and the variation to your existing terms and conditions
of employment by this letter.  You should then return it to [________]
as soon as possible.  If you have any questions about this letter or
the Secondment, please contact [_______] at [_________] or via e-mail at
[___________].

     

    
      
        
          	 
      	
                  Sincerely,

                
	 
      	 
      
	 
      	
                  [identify ACN
      entity],

                
	 
      	
                  a
      Delaware corporation

                
	 
      	 
      
	 
      	
                  By:  

                	 
      
	 
      	 
      	
                  Name:

                
	 
      	 
      	
                  Title:

                


        

      

    

     

    I hereby
accept the Secondment to WorldGate and acknowledge and agree to the terms and
conditions set out in this letter.  I acknowledge and agree that this
letter varies the terms and conditions of my employment with ACN, but that I
remain an at will employee of ACN and the at-will nature of my employment with
ACN can only be changed pursuant to a writing executed by me and a duly
authorized officer of ACN.

     

    
      
        
          
            	 
      	
                    Signed: 

                  	 
      


          

        

      

    

    


    
      
        
          
            
              	 
      	
                      Print Name: 

                    	 
      


            

          

        

      

    

    


    
      
        
          	 
      	
                  Date: 

                	 
      


        

      

    


    
      
         


      

      
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    Annex
A-2

    Use of EMI Test
Chamber

    


    
      
        
          
            	
                    Service
      Description:

                  	 	
                    ACN
      shall provide the EMI Test Chamber to WorldGate.

                  
	 
      	 	 
      
	
                    Location
      of Service:

                  	 	
                    3190
      Tremont Avenue, Trevose, PA 19053, or such other location where the EMI
      Test Chamber is relocated to by WorldGate.

                  
	 
      	 	 
      
	
                    EMI
      Fee:

                  	 	
                    $1,937.50
      per month for 24 months.

                  
	 
      	 	 
      
	
                    Payment
      Terms:

                  	 	
                    On
      or before the later of (a) December 31, 2010 or (b) the date WorldGate has
      sufficient cash generated from the operations of WorldGate to pay the
      aggregate outstanding Payroll Costs (as defined in Annex A-1) plus the
      aggregate outstanding amount of the EMI Fee (such later date, the “EMI Payment Date”),
      WorldGate shall pay, by wire transfer of immediately available funds to an
      account designated in advance by ACN, an amount equal to the lesser of (i)
      the aggregate outstanding amount of the EMI Fee remaining unpaid or (ii)
      ten percent (10%) of the amount of cash generated from the operations of
      WorldGate for the most recent fiscal quarter immediately preceding the EMI
      Payment Date for which WorldGate has publicly released its financial
      statements.  Within ninety (90) days after the EMI Payment Date,
      WorldGate shall pay, by wire transfer of immediately available funds to an
      account designated in advance by ACN, the aggregate outstanding amount of
      the EMI Fee remaining unpaid.

                  
	 
      	 	 
      
	
                    Title
      Transfer:

                  	 	
                    Title
      to the EMI Test Chamber shall transfer, free and clear of all liens and
      encumbrances, to WorldGate upon payment to ACN of the EMI
    Fee.

                  


          

        

      

    

    


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    Annex
A-3

    Administrative and Travel
Support

    


    
      
        	
                Service
      Description:

              	 	
                ACN
      shall provide administrative and travel support to WorldGate as requested
      by WorldGate.

              
	 
      	 	 
      
	
                Administrative
      Fees:

              	 	
                ACN
      and WorldGate shall agree on an hourly or project fee for administrative
      support services to be provided.  Administrative fees shall also
      include the actual out-of-pocket expenses incurred by ACN or any employee
      of ACN providing administrative support to WorldGate in the course of such
      employee’s performance of administrative support services and paid or
      reimbursed by ACN, as reasonably determined by ACN using its usual methods
      of cost accounting.

              
	 
      	 	 
      
	
                Travel
      Costs:

              	 	
                Actual
      out-of-pocket costs paid by ACN to third parties for travel services
      requested and utilized by WorldGate and its employees and
      directors.

              
	 
      	 	 
      
	
                Accounting:

              	 	
                ACN
      shall provide a full accounting of outstanding Administrative Fees and
      Travel Costs as and when requested by WorldGate.

              
	 
      	 	 
      
	
                Payment
      Terms:

              	 	
                On
      or before the later of (a) December 31, 2010 or (b) the date WorldGate has
      sufficient cash generated from the operations of WorldGate to pay the
      aggregate outstanding Payroll Costs (as defined in Annex A-1) plus the
      aggregate outstanding amount of the EMI Fee (as defined in Annex A-2) plus
      the aggregate outstanding amount of Administrative Fees and Travel Costs
      (such later date, the “Admin Payment Date”),
      WorldGate shall pay, by wire transfer of immediately available funds to an
      account designated in advance by ACN, an amount equal to the lesser of (i)
      the aggregate outstanding amount of the Administrative Fees and Travel
      Costs remaining unpaid or (ii) ten percent (10%) of the amount of cash
      generated from the operations of WorldGate for the most recent fiscal
      quarter immediately preceding the Admin Payment Date for which WorldGate
      has publicly released its financial statements.  Within ninety
      (90) days after the Admin Payment Date, WorldGate shall pay, by wire
      transfer of immediately available funds to an account designated in
      advance by ACN, the aggregate outstanding amount of the Administrative
      Fees and Travel Costs remaining
unpaid.

              


      

    

    


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    Annex
A-4

    Real Estate Co-Location and
Customer Operations Services

    


    
      
        	
                Service
      Description:

              	 	
                ACN
      shall provide to WorldGate office space (both for customer operations and
      for general office use), telecommunications and electronic communications
      services, computer support, recruiting services, tax and regulatory
      advice, force management and other requested services relating to a
      telecommunications customer operation center, in each case as requested by
      WorldGate.  For the avoidance of doubt, the Services
      contemplated by Annex A-4 shall not be subject to Section 1.9 of the body
      of the Agreement.

              
	 
      	 	 
      
	
                Location
      of Service:

              	 	
                1000
      Progress Place, Concord, North Carolina 28025, or such other location by
      mutual agreement of ACN and WorldGate.

              
	 
      	 	 
      
	
                Real
      Estate Fees:

              	 	
                Incremental
      out-of-pocket costs incurred by ACN in order to provide office space (both
      for call center operations and for general office use) to WorldGate, as
      reasonably determined by ACN using its usual methods of cost
      accounting.

              
	 
      	 	 
      
	
                Operations
      Fees:

              	 	
                Incremental
      out-of-pocket costs incurred by ACN in order to provide the customer
      operations services to WorldGate, as reasonably determined by ACN using
      its usual methods of cost accounting.

              
	 
      	 	 
      
	
                Invoicing:

              	 	
                ACN
      will provide WorldGate with monthly invoices setting forth the Real Estate
      Fees and Operations Fees (in reasonable detail) for the preceding month
      and the cumulative amount of Real Estate Fees and Operations Fees (in
      reasonable detail) remaining unpaid.

              
	 
      	 	 
      
	
                Payment
      Terms:

              	 	
                On
      or before the later of (a) December 31, 2010 or (b) the date WorldGate has
      sufficient cash generated from the operations of WorldGate to pay the
      aggregate outstanding Payroll Costs (as defined in Annex A-1) plus the
      aggregate outstanding amount of the EMI Fee (as defined in Annex A-2) plus
      the aggregate outstanding amount of Administrative Fees (as defined in
      Annex A-3)  and Travel Costs (as defined in Annex
      A-3)  plus the aggregate outstanding amount of Real Estate Fees
      and Operations Fees (such later date, the “OF Payment Date”),
      WorldGate shall pay, by wire transfer of immediately available funds to an
      account designated in advance by ACN, an amount equal to the lesser of (i)
      the aggregate outstanding amount of the Real Estate Fees and Operations
      Fees remaining unpaid or (ii) ten percent (10%) of the amount of cash
      generated from the operations of WorldGate for the most recent fiscal
      quarter immediately preceding the OF Payment Date for which WorldGate has
      publicly released its financial statements.  Within ninety (90)
      days after the OF Payment Date, WorldGate shall pay, by wire transfer of
      immediately available funds to an account designated in advance by ACN,
      the aggregate outstanding amount of the Real Estate Fees and Operations
      Fees remaining unpaid.

              


      

    

     

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    Annex
A-5

    Provisioning of VOIP
Communication Devices

    


    ACN
Digital Phone Service, LLC, a Delaware limited liability company, with its
principal place of business at 1000 Progress Place, Concord, North Carolina
28025 (“ACN DPS”) and
Ojo Video Phones LLC, a Pennsylvania limited liability company with its
principal place of business at 3190 Tremont Avenue, Trevose, Pennsylvania
(“WGAT Sub”) agree to
the following business terms:

     

    
      	
              A)

            	
              Ordering of
      Products.  WGAT Sub will purchase from ACN DPS, from time
      to time, the Iris 3000 video phone (the “Product”) with the
      specifications mutually agreed to by ACN DPS and WGAT Sub.  At
      such time or times and in amounts as mutually agreed by the parties, WGAT
      Sub will provide ACN DPS with a written order regarding the quantity,
      collateral and shipping destination for the Product.  Risk of
      loss for the Product will pass to WGAT FOB
  destination.

            


    

     

    
      	
              B)

            	
              Purchase
      Price.  The price to be paid by WGAT Sub for each unit of
      Product shall be the amount incurred by ACN DPS to manufacture the phone
      without any markup, plus the costs and expenses for shipping and handling
      the Products to a location to be specified by WGAT Sub (the “Purchase
      Price”).

            


    

     

    
      	
              C)

            	
              Payment of Purchase
      Price.  ACN DPS will provide WGAT Sub with monthly
      invoices setting forth the separate line items for each category of costs
      included in the Purchase Price (in reasonable detail) incurred by WGAT Sub
      for the preceding month and the cumulative amount owed by WGAT Sub to ACN
      DPS (in reasonable detail) remaining unpaid under this Annex A-5,
      including without limitation any carrying costs as described
      herein.  The Purchase Price for each Product is due and payable
      thirty (30) days after the date of receipt of the invoice from ACN DPS by
      WGAT Sub relating to such Product.  Notwithstanding the
      foregoing, if WGAT Sub has paid ACN DPS all outstanding amounts under
      paragraph D of this Annex A-5 when due, WGAT shall not be in default under
      this Annex A-5 or the Agreement if WGAT Sub fails to pay ACN DPS the
      Purchase Price for each Product as contemplated by this paragraph C of
      Annex A-5; provided,
      however, that WGAT Sub must pay outstanding invoices with respect to
      Product, to the extent commercially reasonable, upon WGAT Sub having
      sufficient cash generated from the operations of WGAT Sub (after payment
      of any other due and outstanding amounts under the Agreement (including
      the other Annexes to the Agreement)) to pay such outstanding invoiced
      amounts, regardless of whether WGAT Sub is current in payment of its
      carrying costs pursuant to paragraph D of this Annex
      A-5.

            


    

     

    
      	
              D)

            	
              Product Carrying
      Costs.  WGAT Sub will pay ACN DPS a carrying cost of one
      percent (1%) per month applied to the total value in a given month of
      Product received by WGAT Sub and for which WGAT Sub has not paid the
      Purchase Price in accordance with this Annex-A-5.  The carrying
      cost (1) will not be applied to Product within the first thirty (30) days
      after receipt of the invoice relating to delivery of such Product, (2)
      will apply monthly thereafter until WGAT Sub has made full payment with
      respect to such Product and (3) shall be due and payable thirty (30) days
      after the date of receipt of the invoice from ACN DPS by WGAT Sub relating
      to such carrying cost.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              E)

            	
              Security
      Interest.  ACN DPS shall have a purchase money security
      interest in all Product received by WGAT Sub for which WGAT Sub has not
      made full payment to ACN DPS, such interest securing WGAT Sub’s payment
      obligation under this Annex A-5.  WGAT Sub further agrees that
      it will:

            


    

     

    
      	
               
      

            	
              1.

            	
              not
      create or permit to exist any lien, security interest or other charge or
      encumbrance upon or with respect to the Product other than any security
      interest contemplated by any financing that may be provided by WGI
      Investor LLC to WGAT Sub;

            


    

     

    
      	
               
      

            	
              2.

            	
              maintain
      all Product in good condition and
repair;

            


    

     

    
      	
               
      

            	
              3.

            	
              maintain,
      or cause to be maintained, insurance against fire and such other hazards,
      sufficient to cover the value of Product received by WGAT Sub and naming
      the Secured Party as a loss payee.  Such insurance shall be
      non-cancellable except upon thirty (30) days’ prior written notice to ACN
      DPS.  The Debtor will furnish to the Secured Party such evidence
      of insurance upon request.

            


    

     

    
      	
               
      

            	
              4.

            	
              make
      the Product available for inspection by ACN DPS; and, when requested,
      furnish the Secured Party any information regarding the Debtor’s business
      affairs and financial condition within a reasonable time after written
      request therefor.

            


    

     

    
      	
              F)

            	
              Warranty.

            


    

     

    
      	
               
      

            	
              1.

            	
              The
      Products purchased under this Agreement are warranted by ACN DPS to be
      free from defects in materials and workmanship at the time of delivery and
      for a period of either twelve (12) months starting from the date of
      commencement of commercial operation or use of the Product, or eighteen
      (18) months starting from the date of delivery, whichever is
      longer.  WGAT Sub will accumulate all allegedly defective
      Products, and will ship them to ACN DPS in 100 piece increments, at ACN
      DPS’s cost.

            


    

     

    
      	
               
      

            	
              2.

            	
              The
      above warranty shall not apply to any defects or deficiency arising
      from:

            


    

     

    
      	
               
      

            	
              a.

            	
              Any
      interference with Products which is not as a result of normal usage (for
      instance, but not limited to, by not following the instructions given in
      the user’s manual);

            


    

     

    
      	
               
      

            	
              b.

            	
              Any
      modification made to the Products by WGAT Sub or other third party not
      duly authorized by ACN DPS;

            


    

     

    
      	
               
      

            	
              c.

            	
              Any
      WGAT Sub provided, consigned or designated hardware, software, and/or
      service, which are incorporated in the Products and are not authorized or
      approved for use with the Products by ACN DPS; provided, however, that any
      provided, consigned or designated hardware, software, and/or service
      relating to the deltathree, inc. network shall be deemed authorized and
      approved for use with the Products by ACN
DPS;

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              d.

            	
              Any
      operation or use of any of the Products in combination with other
      hardware, software or system not furnished or authorized by ACN DPS;
      provided, however, that any operation or use of the Products in
      combination with the deltathree, inc. network shall be deemed authorized
      by ACN DPS;

            


    

     

    
      	
               
      

            	
              e.

            	
              Any
      accident or deterioration or as a result of the occurrence of an event
      such as damage by water, fire, explosion or
  lightening;

            


    

     

    
      	
               
      

            	
              f.

            	
              Any
      malfunctions resulting from negligent operation or unfit operating
      environment; or

            


    

     

    
      	
               
      

            	
              g.

            	
              Any
      malicious act or intentional damage committed by any person
      whatsoever.

            


    

     

    
      	
               
      

            	
              3.

            	
              EXCEPT
      AS PROVIDED IN SECTION C-4 BELOW, THE FOREGOING WARRANTY IS EXCLUSIVE AND
      IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT
      LIMITED TO, ANY WARRANTY OR MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR
      PURPOSE.  ACN DPS SHALL HAVE NO RESPONSIBILITY FOR ANY
      PARTICULAR APPLICATION FOR ANY
PRODUCTS.

            


    

     

    
      	
               
      

            	
              4.

            	
              In
      addition to the warranty above, ACN DPS hereby represents, warrant and
      agrees that (a) the Products shall, at the time of receipt by WGAT Sub, be
      new Products, be free from any material design defects or defects in
      workmanship or materials and shall substantially perform in the manner for
      which such Products were designed; (b) to the knowledge of ACN DPS or of
      UMEC, a Taiwan corporation and manufacturer of the Product, the Products
      shall comply with all applicable laws, statutes, regulations, rules,
      ordinances and judicial or governmental agency orders; (c) all
      intellectual property rights embodied or contained in the Product,
      including the software and firmware, shall and do not infringe upon or
      violate any intellectual property right, including copyright, trademark,
      service mark, trade secret, patent, trade dress, trade name or any other
      proprietary right of any third parties; and (d) to the extent applicable,
      each Product shall, at ACN DPS’s option, either (i) contain, on the
      outside surface of all exposed power cords, cables, or wires, no more than
      300 parts per millions of lead by weight; or (ii) be accompanied by the
      following warning label:  “WARNING:  The cord(s) on
      this product contain(s) lead, a chemical known to the State of California
      to cause birth defects or other reproductive harm.  Wash hands
      after handling.”  If ACN DPS elects to utilize option (d)(i)
      above, ACN DPS shall use commercially reasonable efforts to make available
      to WGAT Sub test results verifying that the lead content of the Product
      cords, cables or wires does not exceed 300 parts per million, using a
      testing method of sufficient sensitivity to establish a limit of
      quantification (as distinguished from detection) of less than 300 parts
      per million.  If ACN DPS elections to utilize option (d)(ii)
      above, the warning shall appear in the same section of the label that
      contains other safety information, if any, or near its displayed price
      and/or UPC code.  Moreover, the word “WARNING” shall appear in
      all capital letters and in bold and italicized typeface.  If
      space does not permit the warning to be inserted into the label, it shall
      be prominently affixed to each Product until itself or to each Product
      unit packaging.  Type shall be similar in size to that used to
      convey other important information regarding use of the
      Product.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              5.

            	
              ACN
      DPS agrees to indemnify, defend and hold the WorldGate Entities and their
      respective Related Persons harmless from and against any claim, suit or
      proceeding to the extent such claim or proceeding is based on a claim
      related to ACN DPS’s obligations under Section 1(D)(4) of this Annex A-5;
      provided that, ACN DPS is notified promptly in writing and given complete
      authority, information and assistance required for defense of same, and
      ACN DPS shall pay all damages as a result thereof.  ACN DPS,
      however, shall not be responsible for any settlement made by WGAT Sub or
      their respective Related Persons without ACN DPS’s prior written
      consent.

            


    

     

    
      	
              E)

            	
              License.  Subject
      to the terms and conditions of this Agreement, ACN DPS grants to WGAT Sub
      a non-exclusive, perpetual, fully paid, royalty free, worldwide license to
      distribute firmware and software used solely with or embedded in the
      Products, in executable form only, solely as used with or embedded in
      Product furnished to WGAT Sub by ACN DPS under this Agreement in order to
      enable WGAT Sub’s customer’s to use the Products.   Subject
      to the terms and conditions of this Agreement, ACN DPS grants to WGAT Sub
      a non-exclusive, perpetual, fully paid, royalty free, worldwide license to
      use, revise, print and distribute any materials or documentation
      associated with the Products in connection with WGAT Sub’s use or sale of
      the Products.

            


    

     

    
      	
              F)

            	
              Acknowledgment.  ACN
      DPS acknowledges and agrees to be bound by the terms of the Agreement to
      which this Annex A-5 forms a part (1) as an “ACN Entity” and as a
      “Provider” in Articles 1, 2, 3 and 4 of the Agreement and (2) as if ACN
      DPS was a “Party” in Article 5 of the Agreement.  WGAT Sub
      acknowledges and agrees to be bound by the terms of the Agreement to which
      this Annex A-5 forms a part (i) as a “WorldGate Entity” and as a
      “Recipient” in Articles 1, 2, 3 and 4 of the Agreement and (ii) as if WGAT
      Sub was a “Party” in Article 5 of the
Agreement.

            


    

     

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    IN
WITNESS WHEREOF, WGAT Sub and ACN DPS have executed and delivered this Annex A-5
by their duly authorized officers as of October 12, 2009.

     

    
      
        
          
            
              	 
      	
                      ACN
      Digital Phone Service, LLC

                    
	 	 
	 
      	
                      By:  

                    	
                         /s/ Dave
      Stevanovski

                    
	 
      	 
      	
                      Name:
      Dave Stevanovski

                    
	 
      	 
      	
                      Title:
      President

                    
	 	 	 
	 
      	 
      
	 
      	
                      Ojo
      Video Phones LLC

                    
	 
      	 
      
	 
      	
                      By:
      WorldGate Communications, Inc., its sole member

                    
	 
      	 
      
	 
      	
                      By: 

                    	
                         /s/ Christopher V.
      Vitale

                    
	 
      	 
      	
                      Name:
      Christopher V. Vitale

                    
	 
      	 
      	
                      Title:
      SVP, General Counsel and
Secretary

                    


            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Annex B

    


    WorldGate
Services

    


    No
WorldGate Services are contemplated as of the date of the
Agreement.