June 23,
2009

    


    Via
E-mail

    


    Mr. Allan
Van Buhler

    160
Atlantic Way

    Mooresville,
North Carolina 28117

    


    Dear
Allan:

    


    I am
delighted to extend this offer of employment to you for the
full-time, exempt position of Senior Vice President of Sales,
Marketing and Business Development of WorldGate Communications, Inc. (together,
the “Company”). Details of this offer are contained below:

    


    
      	
               
      

            	
              ·

            	
              Reporting:  You
      will report directly to the Company’s Chief Executive
    Officer.

            


    

    


    
      	
               
      

            	
              ·

            	
              Salary:  Your
      starting salary will be $7,884.61, paid bi-weekly, which equates to
      approximately $205,000 annually.

            


    

    


    
      	
               
      

            	
              ·

            	
              Employer:  Your
      employment will be with WorldGate Service, Inc., a subsidiary of the
      Company.

            


    

    


    
      	
               
      

            	
              ·

            	
              Severance:  You
      will be entitled to severance payments in the amount of six (6) months’
      salary and benefits continuation should the Company terminate your
      employment for any reason without
Cause.

            


    

    


    “Cause”
shall be determined in good faith by the Company, and shall mean: (i) your
willful or continued misconduct (provided that the Company shall provide you
with written notice of any continued misconduct, and you shall have 5 business
days from the date of such notice to cure such continued misconduct), breach of
fiduciary duty or gross negligence in the performance (or failure thereof) of
your duties; (ii) your intentional failure or refusal to perform lawfully
assigned duties consistent with your position; (iii) your material breach of
this Agreement; or (iv) your conviction of or entering a plea of nolo contendere to any felony
or any crime (whether or not a felony) involving dishonesty or fraud; provided,
however, that the Company shall provide you with written notice of any failure
or breach described in clauses (ii) or (iii) of this definition, and you shall
have 5 business days from the date of such notice to cure such failure or breach
and, provided further, that your mental or physical incapacity due to illness,
accident or otherwise, shall not constitute “Cause” as defined
herein.

    


    
      
        	
              	
                ·

              	
                Cash Bonus
      Plan: The
      Board of Directors of the Company intends to create a cash incentive bonus
      plan for the Company’s employees, which will contain objectives that, if
      and when achieved by the Company, will reward employees with cash
      compensation. As and when such new cash bonus plan is implemented, you
      will participate in it at the executive
level.

              


      

    

    


    
      	
               
      

            	
              ·

            	
              Benefits:  As
      a full-time employee, you will be eligible for participation in our health
      plan and all welfare benefits sponsored by the Company.  These
      benefits are effective the first of the month on or following your first
      date of employment. In addition, you will be eligible to participate in
      the Company’s 401(k) Employee Savings Plan, once any eligibility criteria
      are met.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              ·

            	
              Combined Time Off
      (“CTO”):  CTO (which includes sick, personal and vacation
      days) will accrue starting your first day of employment.  You
      will accrue 2 days of CTO per month based on your start
      date.  This equates to 24 days annually.  Your first
      opportunity to take compensated time off would be one month after your
      start date.  You will be eligible for paid Company designated
      holidays on your first day of employment.  You will accrue
      additional time off once you reach your five year
      anniversary.  CTO time expires annually and does not carry over
      if not used.

            


    

    


    
      	
               
      

            	
              ·

            	
              Formal Employment
      Contracts: The Company has typically not entered into formal
      employment contracts with its executives and currently does not plan to do
      so. If the employment terms of other executives do become memorialized in
      formal employment contracts, and you wish that your terms be so
      memorialized as well, the Company will be happy to do
  so.

            


    

    


    
      	
               
      

            	
              ·

            	
              Board
      Appointment:  The Board of Directors of WorldGate
      Communications, Inc. has previously appointed you as an officer of
      WorldGate Communications, Inc. with the title of Senior Vice President of
      Sales, Marketing and Business Development of WorldGate Communications,
      Inc.

            


    

    


    This
offer is contingent upon the receipt of your signed acceptance of this letter
and the successful completion of your background
investigation.  Please note that this letter does not constitute a
contract of permanent employment. Employees are employed by the Company in an
at-will employment relationship, and may be terminated by either the Employee or
the Company at any time, with or without notice, except as provided herein, with
or without Cause, and for any reason or no reason at all.

    


    We are
hoping that you can start on Wednesday, July 1, 2009.  On your first
day, in order to facilitate the hiring process, please be prepared to provide
documentation that establishes your employment eligibility to work in the U.S.
(in accordance with the Immigration Reform and Control Act of
1986).  Your US passport is best.

    


    If you
agree with the conditions stated above, please sign below and fax to
215-354-1049 or email to cvitale@wgate.com.

    


    If you
have any questions, please contact me at
704-260-3676.  Welcome to WorldGate!  I am looking very much
forward to working with you, and I know the board of directors is looking
forward to your contributions to the Company’s future
successes.

    


    Sincerely,

    


    /s/
Robert Stevanovski

    


    Robert
Stevanovski,

    Chairman
of the Board and Interim Chief Executive Officer

    WorldGate
Communications, Inc.

    


    
      
        
          	
                  Accepted
      By: 

                	
                  /s/ Allan Van Buhler

                	
                   Date:
      6/30/09

                	 
	 
      	
                  Allan
      Van Buhler