Exhibit
10.1

      PROMISSORY
NOTE

      


      
        
          	
                  $550,000

                	
                  February
      4, 2009

                


        

      

      


      FOR VALUE RECEIVED, the
undersigned, WORLDGATE
COMMUNICATIONS, INC., a Delaware corporation (the “Debtor”), hereby
absolutely, irrevocably and unconditionally promises to pay to the order of
WGI
INVESTOR LLC, a Delaware limited liability company (the “Payee”), in lawful
money of the United States of America and in good and immediately available
funds, the principal sum of FIVE HUNDRED AND FIFTY THOUSAND
DOLLARS (the “Principal
Sum”).  All payments made pursuant to this promissory note
(this “Promissory
Note”) will be made free and clear of, and without deduction for,
withholding, setoff, recoupment, claim or counterclaim of any type or kind,
including, without limitation, pursuant to any other agreement to which the
Debtor or the Payee is or might from time to time be party.

       

      Reference
is hereby made to that certain Securities Purchase Agreement, dated as of
December 12, 2008, by and between the Debtor and the Payee (the “Purchase
Agreement”).  The amounts advanced by the Payee to the Debtor
under this Promissory Note constitute an advance to Debtor as contemplated under
Section 2.1 of the Purchase Agreement.  This Promissory Note shall be
cancelled upon the occurrence of the closing of the transactions contemplated by
the Purchase Agreement.

       

      Unless
this Promissory Note is cancelled in accordance with the immediately preceding
paragraph, the Debtor shall pay the Principal Sum in full on or before May 1,
2009 (the “Maturity
Date”).  Interest on the unpaid Principal Sum outstanding from
time to time shall accrue at the rate of six percent (6%) per annum (computed on
the basis of a 360-day year and the actual number of days elapsed in any year),
or (if less) at the highest rate then permitted under applicable law (the “Interest
Rate”).  The Company shall pay to the Payee all accrued
interest on the Maturity Date.  Unless prohibited under applicable
law, any accrued interest which is not paid on the date on which it is due and
payable shall bear interest at the same rate at which interest is then accruing
on the Principal Sum until such interest is paid.

       

      The
Debtor hereby waives presentment, demand for payment, notice of non-payment,
notice of dishonor, and all other notices or demands in connection with the
delivery, acceptance, performance, default or endorsement of this Promissory
Note, as well as diligence in collecting this Promissory Note.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Each of
the following events shall constitute an “Event of Default”
under this Promissory Note: (a) the Debtor shall fail to pay the Principal
Sum to the Payee on or before the Maturity Date; (b) the Purchase Agreement
shall have been terminated by the Debtor pursuant to Section 9(a) of the
Purchase Agreement; (c) the Debtor shall have breached (or shall have failed to
perform) a representation, warranty, covenant or agreement contained in the
Purchase Agreement; (d) the Debtor shall fail to pay any other sum due
under this Promissory Note when the same becomes due and payable; or
(e) the Debtor shall (i) make an assignment for the benefit of
creditors, (ii) be adjudicated bankrupt or insolvent, (iii) seek the
appointment of, or be the subject of an order appointing, a trustee, liquidator
or receiver as to all or part of its assets, (iv) commence, approve or
consent to, any case or proceeding under any bankruptcy, reorganization or
similar law and, in the case of an involuntary case or proceeding, such case or
proceeding is not dismissed within forty-five (45) days following the
commencement thereof, or (v) be the subject of an order for relief in an
involuntary case under federal bankruptcy law.

       

      At any
time after the occurrence of an Event of Default, (1) in the case of an
Event of Default under clause (c) of the preceding paragraph, the entire
unpaid principal amount of this Promissory Note and all other amounts payable
hereunder shall automatically become forthwith due and payable, without
presentment, demand, protest or notice of any kind, all of which are hereby
expressly waived by the Debtor; and (2) in the case of any Event of Default
other than under clause (c) of the preceding paragraph, the Payee may, by
written notice to the Debtor, declare the unpaid principal amount of this
Promissory Note and all other amounts payable hereunder, to be forthwith due and
payable, without presentment, demand, protest or further notice of any kind, all
of which are hereby expressly waived by the Debtor.

       

      In
addition to and without in any way limiting the foregoing, upon the occurrence
of an Event of Default or at any time thereafter, the Payee may employ all
remedies allowed by law.  No remedy herein conferred upon the Payee is
intended to be exclusive of any other remedy and each and every remedy shall be
cumulative and in addition to every other remedy hereunder, now or hereafter
existing at law or in equity or otherwise.

      


      The
Debtor’s payment and performance obligations under this Promissory Note are
absolute and unconditional.  Any claim that the Debtor may now or
hereafter have against the Payee or any affiliate thereof, including, without
limitation, pursuant to any existing or future agreement to which one or both
may be a party, shall not affect or excuse the absolute and unconditional
obligation of the Debtor to make any payment required to be made to the Payee,
and shall not be used or asserted as a claim against, or a defense to, payment
of such obligation or as set-off, counterclaim or deduction against such
payment.  The Payee, under or in any way in connection with this
Promissory Note, shall have no obligation or responsibility with respect to any
dispute that may arise between the Debtor and any such foregoing person, and no
such dispute shall prevent the Payee from taking such action as it may deem
appropriate in order to preserve, protect or enforce its rights
hereunder.


      
        
           


        

        
          -2-

          
            

          

        

        
           


        

      


      The
Debtor further agrees to pay to the Payee, on demand, any and all reasonable
costs and expenses (including court costs and legal expenses) incurred or
expended by the Payee in connection with the enforcement of this Promissory
Note, together with interest on amounts recoverable under this paragraph from
the time when such amounts become due until payment, whether before or after
judgment, at the Interest Rate, provided that if such interest exceeds the
maximum amount permitted to be paid under applicable law, then such interest
shall be reduced to such maximum permitted amount.

      


      The
unenforceability of any provision hereof shall not affect the validity of any
other provision hereof.  The obligations of the Debtor hereunder are
not assignable and shall not be assigned or transferred.  All
obligations of the Debtor hereunder shall bind the heirs, agents and
attorneys-in-fact, and permitted successors and assigns of the
Debtor.  The Payee may transfer or assign all or any part of its
interest in this Promissory Note without the consent of the Debtor or any other
party.

      


      This
Promissory Note shall be governed by and construed in accordance with the laws
of the State of New York applicable to agreements made and to be performed
entirely within the State of New York, without regard to the conflicts of law
principles thereof.  THE DEBTOR ACKNOWLEDGES AND AGREES
THAT ANY CONTROVERSY THAT MIGHT ARISE UNDER THIS PROMISSORY NOTE IS LIKELY TO
INVOLVE COMPLEX AND DIFFICULT ISSUES AND, THEREFORE, THE DEBTOR HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY
IN CONNECTION WITH ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR IN ANY WAY
RELATED TO THIS PROMISSORY NOTE OR THE TRANSACTIONS CONTEMPLATED
HEREBY.

      


      This
Promissory Note constitutes the entire agreement between and among the parties
with respect to the subject matter hereof.  There are no oral
understandings, agreements, representations or warranties not expressly set
forth herein.  This Promissory Note shall not be changed orally, but
only by writing signed by the Debtor and the Payee.

      


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      IN
WITNESS WHEREOF, the undersigned has executed this Promissory Note as of the date first above
written.

      


      
        
          	
                  WORLDGATE
      COMMUNICATIONS, INC.

                
	 
      	 
      
	
                  By: 

                	
                  /s/ Harold M. Krisbergh

                
	
                  Name:
      Harold M. Krisbergh

                
	
                  Title:
      Chairman & CEO

                
	 
      
	
                  ADDRESS:

                
	 
      
	
                  WorldGate
      Communications, Inc.

                
	
                  3190
      Tremont Avenue

                
	
                  Trevose,
      PA 19053

                
	
                  Attention: 
      Harold M. Krisbergh

                
	
                  Randall
      J. Gort

                
	
                  Facsimile:  (215)
      354-1049

                


        

      

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	
                                                      ACCEPTED AS OF THE
      DATE

                                                    
	
                                                      FIRST
      WRITTEN ABOVE.

                                                    
	 
      
	
                                                      WGI
      INVESTOR LLC

                                                    
	 
      
	
                                                      By:

                                                    	
                                                      Praescient,
      LLC, its Manager

                                                    
	 
      	 
      	 
      
	 
      	
                                                      By:

                                                    	
                                                      /s/ Robert Stevanovski

                                                    
	 	 	Name:  Robert
      Stevanovski
	 	 	Title:
      Manager


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      ADDRESS:

      


      WGI
Investor LLC

      c/o
Praescient, LLC

      P.O. Box
1086

      Cornelius,
NC 28031

      Attention:
Robert Stevanovski, Manager

      Facsimile:
(704) 260-3304