REVOLVING PROMISSORY
NOTE








Up
      to $7,000,000
            October
      28, 2009





FOR VALUE
RECEIVED, WORLDGATE
COMMUNICATIONS, INC., a Delaware corporation, WORLDGATE SERVICE, INC., a
Delaware corporation, WORLDGATE
FINANCE, INC., a Delaware corporation, OJO SERVICE LLC, a
Pennsylvania limited liability company, and OJO VIDEO PHONES LLC, a
Pennsylvania limited liability company (jointly and severally, the “Borrower”), hereby absolutely,
irrevocably, unconditionally and jointly and severally promises to pay to the
order of WGI INVESTOR
LLC, a Delaware limited liability company (“Lender”), in United States
dollars and in immediately available funds, the principal sum of SEVEN MILLION DOLLARS
($7,000,000), or such lesser amount as may be advanced by Lender to the
Borrower from time to time in accordance with that certain Revolving Loan and
Security Agreement dated as of October 28, 2009, as amended, between the
Borrower and Lender (as it may be amended, modified, extended or restated from
time to time, the “Loan
Agreement”), together with interest thereon, as provided in the Loan
Agreement.  Notwithstanding the foregoing, the aggregate principal
amount outstanding under this Revolving Promissory Note (this “Note”) shall not exceed seven
million dollars ($7,000,000).  This Note is subject to all of the
terms and conditions set forth in, and such terms and conditions are hereby
incorporated herein by reference to, the Loan Agreement.  All
capitalized terms not otherwise defined herein shall have the meanings set forth
in the Loan Agreement.  In the event of any conflict between the
provisions of this Note and the Loan Agreement, the provisions of the Loan
Agreement shall prevail.





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





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





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





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





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





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





[SIGNATURE
PAGE FOLLOWS]





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





BORROWER:WORLDGATE
      COMMUNICATIONS, INC.By:
              /s/ Christopher V.
VitaleName:
              Christopher
      V. VitaleTitle:
              Senior
      Vice President, Legal and Regulatory,General
      Counsel and SecretaryWORLDGATE
      SERVICE, INC.By:
              /s/ Christopher V.
VitaleName:
              Christopher
      V. VitaleTitle:
              Senior
      Vice President, Legal and Regulatory,General
      Counsel and SecretaryWORLDGATE
      FINANCE, INC.By:
              /s/ Christopher V.
VitaleName:
              Christopher
      V. VitaleTitle:
              Senior
      Vice President, Legal and Regulatory,General
      Counsel and SecretaryOJO
      SERVICE LLCBy:
              WorldGate
      Communications, Inc., its sole memberBy:
              /s/ Christopher V.
VitaleName:
              Christopher
      V. VitaleTitle:
              Senior
      Vice President, Legal and Regulatory,General
      Counsel and SecretaryOJO
      VIDEO PHONES LLCBy:
              WorldGate
      Communications, Inc., its sole memberBy:
              /s/ Christopher V.
VitaleName:
              Christopher
      V. VitaleTitle:
              Senior
      Vice President, Legal and Regulatory,General
      Counsel and Secretary