Exhibit 10.13  LICENSE , MAINTENANCE AND UPDATE SERVICES AGREEMENT  THIS LICENSE, MAINTENANCE AND UPDATE SERVICES AGREEMENT(Agreement) is
entered into this 31st day of March, 2008 between Aequus (as defined in Exhibit X
hereto) and WorldGate (as defined in Exhibit X hereto).  WHEREAS, Aequus and WorldGate have entered into a certain
Master Agreement dated the Effective Date pursuant to which the Parties agreed
to enter into certain Related Documents, as that term is defined in the Master
Agreement, including this Agreement.  NOW THEREFORE, in consideration of the premises and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by the Parties, the Parties agree as follows:  1.Definitions.  Unless otherwise defined herein, capitalized terms used in
this Agreement shall have the meaning ascribed to those terms set forth in Exhibit X
attached hereto.  The following
capitalized terms shall have the following corresponding meanings:  1.1.Aequus Data shall have the meaning set forth in Section 5.2.  1.2.Authorized Sub-Licensee shall mean a third
party to whom Aequus grants a sub-license in accordance with Section 2.2; provided,
however  that in no event may a
Competitor be an Authorized Sub-Licensee.  1.3.Confidential Information shall have the meaning ascribed to
that term in the Mutual Confidentiality Agreement.  1.4.Contract
Yearshall mean (a) the period commencing on the Effective
Date and ending on April 1, 2009 and (b) the twelve-month period
ending on April 1 of each calendar year during the Term.  1.5.License Fee shall mean one quarter percent (0.25%) of the
VRS Reimbursement Revenue; provided, however, that in no event
shall the License Fee be less than five thousand dollars ($5,000), or more than
fifty thousand dollars ($50,000), in any Contract Year when due.


1.6.Licensed IP means all Intellectual
Property owned or held under license by WorldGate which has been used by
WorldGate (i) immediately prior to the Effective Date or at any time
thereafter during the term of the Reseller Agreement in connection with the use
and operation of Purchased Phones purchased by Aequus thereunder, or (ii) in
the performance of Support Services hereunder, including in each case
Intellectual Property developed or acquired by WorldGate pursuant to an SOW.  1.7.Maintenance and Update Services Feeshall
mean one and three quarters percent (1.75%) of the VRS Reimbursement Revenue; provided,
however, that in no event shall the Maintenance and Update Services Fee
exceed three hundred fifty thousand dollars ($350,000) in any Contract Year.  1.8.Mutual Confidentiality Agreement shall mean that certain
Mutual Confidentiality Agreement which is a Related Document.  1.9.Service Month shall have the meaning ascribed to such term
in Section 2.7 hereof.  1.10.Software Support Services shall mean the services specified
on Exhibit A hereto.  1.11.Support Servicesshallmean the Software Support Services and Tier 2 Support
Services.  1.12.Term shall mean the period from the Effective Date until
the termination of this Agreement in accordance with Section 13.  1.13.Tier 2 Support Fee shall mean $1.00 per calendar month for
each Aequus Customer that has generated VRS Reimbursement Revenue during such
month.  1.14.Tier 2 Support Services shall mean the services specified
on Exhibit B hereto.  1.15.Workaround shall mean a procedure for minimizing the effect
of an error in the Software so that such error does not materially interfere
with Aequus use of the Software.  2.Scope of License  2.1License.  WorldGate hereby grants to Aequus, the
following licenses to use the Licensed IP:  (a)an exclusive
(except as set forth in the proviso to this clause (a)) transferable (only
pursuant to an authorized sub-license or assignment as set forth herein) and  2


perpetual and irrevocable
(except as otherwise specified herein) license, under the Licensed IP, to use,
support and operate Purchased Phones solely in providing the Services in the
Territory to Customers (the Services Support License) and; provided, however,
that the Services Support License shall become non-exclusive in the event that
either (i) Aequuss rights under the Reseller Agreement which is a Related
Document become non-exclusive or (ii) such Reseller Agreement terminates;
and  (b)a non-exclusive
transferable (only pursuant to an authorized sub-license or assignment as set
forth herein) and perpetual and irrevocable (except as otherwise specified herein)
license, under the Licensed IP, to manufacture or to have manufactured for
Aequus and on its behalf any Purchased Phone (and, in connection therewith to
create derivative works) (the Manufacturing License); provided, however,
that Aequus agrees that it shall not use or otherwise exploit the Manufacturing
License unless and until a Release Event has occurred and provided, further,
that if WorldGate has exercised its right to terminate the Reseller Agreement
which is a Related Document in accordance with the terms thereof effective
prior to the occurrence of a Release Event, then the Manufacturing License
shall simultaneously terminate.  2.2Sub-licenses.Aequus may
grant to Authorized Sub-Licensees one or more sub-licenses of all or any part
of the licensed rights exercisable by it hereunder solely for purposes of and
as reasonably necessary to effectuate Aequuss rights to use the Licensed IP in
a manner consistent with the terms of this Agreement.  2.3Escrow Deposit.  (a)To ensure
Aequuss ability to exercise the licenses described in this Section 2
without material interruption which may result from a Release Event, WorldGate
shall deliver into escrow, in accordance with the Software Escrow Agreement
included as a Related Document, (i) copies of all Source Code and Object
Code for all Programs or other Software relating to the operation and
manufacture of each Purchased Phone, (ii) all processes necessary for
assembling such Object Code into executable form in order to permit Full
Usability Testing as provided in the agreement with the escrow agent and (iii) all
Manufacturing Documentation.  As further set forth in the Software Escrow
Agreement, unless otherwise agreed by the Parties, such escrowed copies (the Escrow
Materials) shall be released from escrow and delivered to Aequus only upon
written notice by Aequus to WorldGate and the Escrow Agent that one or  3


more Release Events has
occurred.  The Software Escrow Agreement sets forth in greater detail
Aequuss rights and obligations with respect to the use and disclosure of
Escrow Materials following a Release Event.  (b)Aequus hereby
agrees that the delivery to it of the Escrow Materials in accordance with the
Escrow Agreement shall be deemed a disclosure by WorldGate of its Confidential
Information and that further disclosure and use of such Escrow Materials shall
be subject in all respects to the provisions of the Mutual Confidentiality
Agreement, except where otherwise expressly agreed by the Parties in writing,
including in another Related Document. 
Furthermore, notwithstanding anything to the contrary contained in any
other Related Document, Aequuss rights to utilize the Escrow Materials in
connection with the design, configuration, manufacture, operation or
maintenance of Purchased Phones shall be limited as follows:  (i)If the Release
Event is an SOW Disruption, then Aequuss rights shall be limited to using
relevant Escrow Materials for the sole purpose of accomplishing the technical
and operational goals which gave rise to the need for a particular Mandated
SOW.  (ii)If the Release
Event is a Foreclosure Disruption or an Insolvency Disruption, then Aequus
shall have all rights, subject to the restrictions in this Agreement, to use
the Escrow Materials to design, configure, manufacture, operate and maintain
Purchased Phones (as well as other video phones based on or derived from
Purchased Phones) (as the same may be modified by new developments).  (iii)If the Release
Event is a Nine-Month Disruption, the Aequuss rights shall be limited to using
relevant Escrow Materials for the sole purpose of manufacturing, operating and
maintaining any model of Purchased Phone which is the subject of the Nine-Month
Disruption.  (c)The delivery of the Escrow Materials to Aequus shall not
imply the grant of any right or license to use the Escrow Materials except as
set forth above and such uses shall be authorized only to the extent necessary
to permit Aequus to continue providing Services in the Territory to Customers.  2.4No Conflicting Grants. 
WorldGate will not knowingly (i) grant, transfer or assign to any
person any right or interest in any Licensed IP or related Documentation or (ii) grant
to any third party any right to use or exploit any Licensed IP or related
Documentation, which in either  4


case would conflict with Aequuss exclusive rights under Section 2.1(a) and
its non-exclusive rights under Section 2.1(b) to use such Licensed IP
and related Documentation in connection with the exercise of such rights in
accordance with the terms hereof.  2.5Limitations and Exclusions on
License.  The Parties acknowledge and
agree that, among other things, nothing contained in this Agreement, in the
Master Agreement or in any Related Document shall imply that Aequus or any
other person or entity has any license, right or interest in the Licensed IP
except as expressly provided herein or therein and, except as expressly set
forth in this Agreement or otherwise expressly agreed by WorldGate in writing,
WorldGate expressly reserves all rights to its intellectual property, and shall
not be restricted from developing, manufacturing, selling and/or distributing
any product or service, whether alone or jointly with others, or from licensing
any technology or intellectual property to any third party.   In particular, except as may be expressly
agreed by the Parties in another Related Document or  as otherwise expressly agreed in writing,
Aequus shall have no right to use, reproduce or modify the Licensed IP (or to
sublicense any third party to do so) in order (i) to manufacture, provide
or facilitate the use of Purchased Phones other than as expressly permitted
under this Agreement or to manufacture, provide or facilitate the use of video
phone products other than Purchased Phones, or (ii) to facilitate or
control the access by and/or operation of Purchased Phones with other products
and services, including without limitation other video phone services and/or
VoIP services.  Aequus shall not, either
directly or through any third party, (x) decompile, disassemble or
otherwise reverse engineer any Licensed Proprietary Materials, (y) remove
any proprietary legends and/or copyright legends or restrictions which are in
the Licensed Proprietary Materials as originally supplied to Aequus hereunder,
or (z) except as expressly authorized under the Master Agreement and in
connection with a release of Escrowed Materials to Aequus pursuant to the
Software Escrow Agreement which is one of the Related Documents, make any
copies of, alterations to, or other derivatives of the Licensed IP  2.6Treatment of the License Under Section 365(n) of
the Bankruptcy Code.  The Licensed IP
licensed under this Agreement consists of, and shall be deemed for all purposes
to be, intellectual property within the meaning of Section 101(35A) of
title 11, United States Code (the Bankruptcy Code).  Upon commencement of a case under the
Bankruptcy Code by or against WorldGate, the license of the Licensed IP granted
under or pursuant to this Agreement shall be  5


governed by Section 365(n) of the Bankruptcy Code,
and Aequus shall be entitled to the protections of Section 365(n).  If the Agreement is rejected under Section 365
of the Bankruptcy Code in a case commenced by or against WorldGate, then
Aequus, as the licensee of the Licensed IP under this Agreement, shall retain
and may fully exercise, in its sole discretion, all of the rights and entitlements
granted or afforded under Section 365(n) of the Bankruptcy Code,
including any election which it is entitled to make thereunder.  2.7License Fee. 
Commencing with the Second Contract Year, Aequus shall pay the License
Feeto WorldGate
in accordance with Section 3.3 no later than three (3) days after
receipt by Aequus of the VRS Reimbursement Revenue for any month in which
Customers utilize video relay services (each a Service Month); provided,
however, that the amount of the License Fee which shall be paid with
respect to any Contract Year of the Term shall not exceed fifty thousand
dollars ($50,000).  3.Software Support Services  3.1During the first Contract Year, and thereafter so long as
Aequus pays the Maintenance and Update Services Fee, WorldGate shall provide to
Aequus all Software Support Services.  In
consideration of all Software Support Services provided hereunder, commencing
with the second Contract Year, Aequus shall pay the Maintenance and Update
Services Fee to WorldGate in accordance with Section 3.3 no later thanthree (3) days after receipt of
the VRS Reimbursement Revenue for any Service Month; provided, however,
that the amount of the Maintenance and Update Services Fee which shall be paid
with respect to any Contract Year shall not exceed three hundred fifty thousand
dollars ($350,000).  3.2During the
Term, so long as Aequus pays the Tier 2 Support Services Fee, WorldGate shall
provide the Tier 2 Support Services.  In
consideration of the Tier 2 Support Services, commencing after the Effective
Date, Aequus shall pay the Tier 2 Support Fee to WorldGate in accordance with Section 3.3
no later than thirty (30) days after the
last day of each Service Month.  3.3In
order to account and pay for the License Fee, the Maintenance and Update
Services Fee and the Tier 2 Support Fee, Aequus shall:  6


(i)following the close of each calendar month during the Term, commencing
with the Second Contract Year, notify WorldGate either (A) when Aequus has
submitted an invoice to the National Exchange Carrier Association (NECA) for
VRS Reimbursement Revenue earned during such month if such month is a Service
Month, including in such notice a copy of such invoice or (B) that no
Customers utilized video relay services for such month;  (ii)within thirty (30) days after the last day of each Service Month during
the term of this Agreement and within thirty (30) days after the date of
termination hereof, deliver to WorldGate a written statement setting forth the
Tier 2 Support Fee due and payable to WorldGate, together with payment of the
amount of the Tier 2 Support Fee shown to be due and payable to WorldGate; and  (iii)not later than three (3) days after receipt of any VRS
Reimbursement Revenue, send a statement reflecting the amount of VRS
Reimbursement Revenue received, together with payment of the License Fee and
the Maintenance and Update Services Fee due in connection with such VRS
Reimbursement Revenue.  (B)All payments to WorldGate under this Agreement shall be made in United
States dollars and shall be transmitted by wire transfer directly to the bank
or place designated in writing by WorldGate.  7


(C)Aequusshall keep and maintain accurate books and records
with respect to all VRS Reimbursement Revenues License Fees, and Tier 2 Support
Fees.  Said books and records shall be
available for inspection and copying by an independent auditor specified by
WorldGate and reasonably acceptable to Aequus, not more frequently than once
each Contract Year during the Term and once during the one year period
following the termination of this Agreement, during ordinary business hours
upon a minimum of thirty (30) days prior written notice from WorldGate to Aequus.  In the event that any such review reveals an
underpayment, Aequus shall immediately remit payment to WorldGate in the amount
of such underpayment plus interest calculated at the rate of one percent (1%)
per month, accruing from the date such payment(s) was actually due until
the date when such payment(s) is actually made. 
Should any review establish an underpayment in an amount greater than or
equal to five percent (5%) of the amount properly due, Aequus shall pay all
reasonable costs, expenses and fees incurred by WorldGate in connection with
the audit.  Aequus shall keep such
accounts and records for at least three (3) years after termination of
this Agreement or four (4) years after the end of the Contract Year to
which they relate, whichever is earlier. 
The individual or entity conducting
any audits hereunder shall be bound by reasonable obligations of
confidentiality in respect of any information disclosed by such audits.  Notwithstanding the foregoing, WorldGate shall
not have any audit rights with respect to VRS Reimbursement Revenue and related
fees based on such revenue with respect to any Contract Year during the Term
for which Aequus has paid both the maximum License Fee of fifty thousand
dollars ($50,000), and the maximum Maintenance and Update Services Fee of three
hundred fifty thousand dollars ($350,000).  (D)Amounts properly due and owing but not timely paid to WorldGate pursuant
to this Agreement shall bear interest calculated at the rate of one percent
(1%) per month accruing from the date the relevant payment(s) were
actually due until the date when such payment(s), including interest thereon,
are actually made.  4.Service Coordinator  WorldGate
and Aequus will each designate a service coordinator (each a Service
Coordinator), who will have primary responsibility for communicating with
respect to that  8


Partys
performance hereunder.  Each Party may
replace its Service Coordinator with a comparable replacement by giving the
other Party as much advance written notice as practicable of such
replacement.  Each Party shall be
entitled to rely on all decisions and approvals of the other Party communicated
by the other Partys Service Coordinator. 
The general responsibilities of the Service Coordinator shall be to: (a) establish
a formal communication forum between WorldGate and Aequus with respect to the
work hereunder; and (b) monitor the general progress of the performance of
such work.  5.Work Product.  5.1Ownership of Work Product. 
Unlessotherwise specifically
agreed in an SOW, each Party will retain all right, title and interest in its
own Work Product; provided that such ownership rights will not extend to
any Confidential Information of the other party that may have been incorporated
into the Work Product; and provided further, that WorldGates ownership
of its Work Product shall be subject to its obligations under this Agreement to
license such Work Product to Aequus and under a certain Software Escrow
Agreement (the Escrow Agreement) to deposit relevant Source Code, Object Code
and related Software Documentation into escrow, as more specifically set forth
and to the extent permitted in such agreements.  5.2Customer Data.  As between the Parties, Aequus will be the
sole and exclusive owner of all databases, information and metadata (including
without limitation information identifying or otherwise relating to its
Customers), provided to WorldGate by Aequus or otherwise accessed by WorldGate
in the course of providing the Support Services (collectively, the Aequus Data). 
WorldGate shall utilize Aequus Data solely for purposes of this
Agreement and shall not sell, transfer, lease, or otherwise commercially
exploit Aequus Data.  Aequus Data will be
deemed Aequuss Confidential Information. 
WorldGate is not responsible for the accuracy, completeness, or currency
of data provided by Aequus.  6.Aequuss Responsibilities  Aequus shall, in connection with
this Agreement, be responsible for designating its Service Coordinator, as
provided in Section 3 hereof, and for performing such other duties and
tasks as may  9


be reasonably required to permit WorldGate to perform its
duties, tasks, and obligations hereunder. 
During the term of that Related Document constituting the Transition
Services Agreement, responsibility for hardware and software shall be allocated
in accordance with such Transition Services Agreement.  Upon termination of such Transition Services
Agreement, unless otherwise agreed by the Parties in writing, Aequus shall have
sole responsibility for any hardware or third party software acquired,
installed or used by Aequus in connection with the maintenance or operation of
any Data Center Network.  7.Relationship of Parties  The Parties acknowledge and agree that WorldGate is
an independent contractor, and that the personnel used by WorldGate in
connection with any Support Services performed by WorldGate pursuant to this
Agreement are not employees of Aequus and shall not be entitled to any benefits
provided to, or rights afforded by, Aequus or its Affiliates to its employees,
whether by operation of law or otherwise. 
Aequus shall make no deductions for fees paid to WorldGate for any state,
federal, or local taxes including, but not limited to, deductions for income
tax withholdings and social security taxes. 
WorldGate shall be responsible for the income tax withholdings and other
payments related to its own personnel.  8.Subcontractors  Aequus
acknowledges and agrees that WorldGate may retain the services of independent
consultants reasonably acceptable to Aequus (Subcontractors)
from time to time to perform, or assist WorldGate in performing, Support
Services under this Agreement.  All
Subcontractors shall perform such Support Services under WorldGates direction
and control.  9.WorldGate Personnel  WorldGate
shall have exclusive authority to make staffing decisions with respect to its
personnel and the provision of Support Services under this Agreement.  WorldGate reserves the right to reassign any
of its personnel; provided, however, that in the event of any
such reassignment, the Support Services shall continue to be provided in
accordance with the terms of  10


this
Agreement.  Notwithstanding the above, in
the event any personnel of WorldGate or any Subcontractors are afforded access
to Aequus Data or any Data Center Network, WorldGate shall be responsible for
any action or omission of such personnel which fails to comply with any
security or confidentiality provisions of this Agreement or the standard
policies of Aequus governing security or personal conduct in the office place
of which WorldGate has been advised in writing. 
In the event of such failure to comply with such provisions or policies
regardless of whether WorldGate has been advised thereof, WorldGate shall,
immediately upon the request of Aequus, replace such personnel with other
comparably qualified personnel.  Aequus
acknowledges and agrees that any required replacement of personnel may delay
WorldGates performance hereunder.  10.Representations and Warranties  10.1.Warranties
of WorldGate.  WorldGate covenants and warrants that:  (i) each of its personnel who performs
Support Services shall have the proper skill, training, and background
necessary to accomplish the Support Services assigned to them, (ii) all
Support Services shall be performed in a competent, professional and
workmanlike manner, by qualified personnel, and (iii) WorldGate shall use
due care, but in any event at least the same degree of care as is customary in
the software development industry, to ensure that (except as expressly
authorized by Aequus in writing) any Software provided to Aequus pursuant to
this Agreement, and all media used to distribute such Software, do not contain
any instructions, codes, programs, data or other material (A) as to which
WorldGate has received written notice of any claim of infringement or (B) which
is used by or at the direction of WorldGate to disrupt, damage or interfere
with Aequuss lawful use of the Data Center Network or Purchased Phones
(including without limitation protective, encryption, security or lock-out
devices, viruses, trojan horses, trap or back-doors, computer instructions,
circuitry or other technological means).  10.2.Representations
and Warranties of the Parties.  Each Party warrants to the other Party
that:  (a) it has the requisite
power, authority, and resources to enter into this Agreement, and to perform
its obligations hereunder, and (b) this Agreement is a valid and binding
obligation of such Party, enforceable against such Party in accordance with the
terms and conditions hereof and thereof, and does not conflict with any other
obligation of such Party.  11


10.3.DISCLAIMER.  THIS SECTION 10
SETS FORTH THE ONLY WARRANTIES PROVIDED BY EITHER PARTY CONCERNING THIS
AGREEMENT, THE SERVICES TO BE RENDERED, AND WORK PRODUCT TO BE PROVIDED, IF
ANY.  THESE WARRANTIES ARE MADE IN LIEU
OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY
IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY,
NON-INFRINGEMENT, TITLE, OR OTHERWISE. 
WORLDGATE MAKES NO REPRESENTATION OR WARRANTY REGARDING THE LICENSED IP
OTHER THAN THOSE REPRESENTATIONS AND WARRATIES SET FORTH IN THE MASTER
AGREEMENT OR OTHER RELATED DOCUMENT, EACH OF WHICH SHALL BE SUBJECT TO THE
LIMITATIONS SPECIFIED IN CONNECTION THEREWITH.  11.Limitation of Liability  11.1.No
Liability for Certain Damages.  IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR
ANY PUNITIVE, EXEMPLARY, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR OTHER
SIMILAR DAMAGES OR COSTS, INCLUDING LOST PROFITS, ARISING OUT OF OR BASED UPON
THIS AGREEMENT, EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY
REMEDY SET FORTH HEREIN.  11.2.Exclusions.  The limitations set
forth in this Section 11 shall not apply to: (a) damages resulting
from the breach by a Party of the Mutual Confidentiality Agreement; or (b) the
gross negligence or willful misconduct of a Party.  12.Employee Solicitation /Hiring  During
the period beginning with the Effective Date hereof and ending nine (9) months
after the end of the Term, neither Party will knowingly solicit for employment,
directly or indirectly, any employee of the other Party or its Affiliates
(which shall include any employee of  12


the
other Party or its Affiliates who was an employee within the six (6) month
period prior to the date hereof).  13.Termination  13.1.Term.Unless earlier
terminated in accordance with this Section 13, this Agreement shall remain
in full force and effect until the twentieth (20th) anniversary of the Effective
Date, except that this Agreement shall automatically renew with respect to the
Licensed IP for subsequent consecutive five (5) year periods
(collectively, the Term) unless and until Aequus notifies WorldGate of its
election not to renew not less than three (3) months prior to the
expiration of the then-current period of the Term.  13.2.Breach.  (a)Either Party may at its sole option terminate this Agreement
upon written notice effective thirty (30) days after delivery of such notice if
the other Party breaches a material obligation under this Agreement or the
Master Agreement, and, to the extent cureable, fails to cure such breach within
such period or such lesser period as may be set forth in the Master Agreement; provided,
however, that unless terminated pursuant to Section 5 of the Master
Agreement, if Aequus is otherwise not in breach of this Agreement, (i) WorldGate
may only terminate the licenses granted hereunder in accordance with this Section 13.2
if Aequuss breach is its failure to pay the License Fee when due; (ii) WorldGate
may only terminate its obligations to provide Software Support Services in
accordance with this Section 13.2 if Aequuss breach is its failure to pay
the Maintenance and Update Services Fee when due, and (iii) WorldGate may
only terminate its obligation to provide Tier 2 Support Services in
accordance with this Section 13.2 if Aequuss breach is its failure to pay
the Tier 2 Service Fee when due. 
Notwithstanding the foregoing, WorldGate acknowledges and agrees that,
in the event that WorldGate violates or fails or refuses to perform any
covenant or agreement made by it herein, Aequus may be without an adequate
remedy at law.  WorldGate agrees,
therefore, that in the event that WorldGate violates or fails or refuses to
perform any covenant or agreement made by WorldGate herein, Aequus may, subject
to the terms of this Agreement and in addition to any remedies at law for
damages or other relief, institute and prosecute an action in any court of
competent jurisdiction to enforce specific performance of such covenant or
agreement or seek any other equitable relief.  If Aequus is the prevailing
party in any  13


such proceeding, Aequus shall be entitled to
reimbursement from WorldGate for all of Aequuss costs and expenses (including
reasonable attorneys fees) relating to such proceeding.  (b)Notwithstanding the foregoing, either Party may terminate
this Agreement upon five (5) days notice in the event of a breach by the other
party related to such other Partys obligations under the Mutual
Confidentiality Agreement.  13.3.Effect of
Termination.Upon termination or expiration of this
Agreement or of the licenses granted hereunder in accordance with Section 13.2,
without prejudice to any other rights that WorldGate may have, the following
shall occur:  (a)Aequus shall
immediately cease all use of the Licensed IP and any WorldGate Confidential
Information.  (b)Aequus shall
promptly return to or destroy (upon WorldGates written request), all copies of
the Licensed IP.  (c)Each Party
shall promptly return to or destroy (upon the Disclosers written request) the
Disclosers Confidential Information in the Recipients possession or
control.  Upon the Disclosers written request, the Recipient will
promptly provide the Discloser with a written certification of the Recipients
compliance with the foregoing.  (d)Notwithstanding
anything to the contrary set forth herein, regardless of any expiration or
termination of this Agreement, all licenses granted in connection with
Purchased Phones or Work Product already purchased and paid for by Aequus prior
to such expiration or termination shall remain in full force and effect.  (e)If termination
is a result of Aequuss breach, all of Aequussunpaid
payment obligations under this Agreement shall immediately become due and
payable.  13.4.No
Liability on Termination.  To the extent either Party properly
terminates this Agreement prior to the end of the Term or if Aequus properly notifies
WorldGate of its determination not to renew, the other Party acknowledges that
the terminating or non-terminating Party will incur no liability whatsoever for
any damage, loss or expenses of any kind the other Party incurs or suffers
arising from or incident to any such termination or non-renewal of this
Agreement by that Party which complies with the terms of this Agreement,
whether or not the terminating or non-renewing Party was aware of any such
damage, loss or expenses.  14


14.Confidentiality  The
Parties acknowledge and agree that it will be necessary for each Party to
disclose or make available to the other Party and its employees Confidential
Information in the course of the performance of the Support Services.  All such disclosures shall be governed by the
Mutual Confidentiality Agreement.  15.Notice  All
notices, requests, demands, consents or waivers and other communications
required or permitted hereunder shall be in writing and shall be deemed to have
been duly given immediately upon delivery by hand or by electronic transmission
(e.g., email or facsimile with immediate confirmation), one (1) business
day after being sent if by nationally recognized overnight courier or, if
mailed, then four (4) days after being sent by certified or registered
mail, return receipt requested with postage prepaid:  (i)If to WorldGate, to:  WorldGate
Communications, Inc. 3190
Tremont Avenue Trevose,
PA 19355  Attention:  Hal Krisbergh, CEO and President Telecopy:  215-354-1049 Email:
hkrisbergh@wgate.com  with
a copy to:  Randall
Gort, CLO at the same address and telecopy number Email:
rgort@wgate.com  (ii)If to AEQUUS, to:  Snap
Telecommunications Inc. 1
Blue Hill Plaza, 14th Floor PO Box 1626 Pearl River, NY 
10965  Attention:
Richard Schatzberg, President Telecopy:
(973) 227-5400 Email:
rschatzberg@aequustechnologies.com  15


with
a copy to:  Pryor
Cashman LLP 410
Park Avenue New
York, New York 10022  Attention:
Eric M. Hellige, Esq. Telecopy:
(212) 326-0806 Email:
ehellige@pryorcashman.com  or,
in each case, to such other person or address as any party shall furnish to the
other parties in writing.  16.Entire Agreement; Amendments  This
Agreement constitutes the entire agreement between the Parties with respect to
the subject matter hereof and supersedes all prior proposals, understandings,
and agreements, whether oral or written between the Parties with respect to the
subject matter hereof.  No modification, amendment
or supplement to this Agreement shall be effective for any purpose unless
agreed to in writing and signed by authorized representatives of the Parties.  17.Waiver  No
failure to exercise, and no delay in exercising, on the part of either Party, any
right, power or privilege hereunder will operate as a waiver thereof, nor will
any Partys exercise of any right, power or privilege hereunder preclude
further exercise of the same right or the exercise of any other right
hereunder.  18.Binding  This
Agreement and all of the provisions hereof shall be binding upon and inure to
the benefit of the Parties hereto and their respective successors and permitted
assigns.  16


19.Severability  If
any part of this Agreement shall be adjudged by any court of competent
jurisdiction to be invalid, illegal, or unenforceable, the validity, legality,
and enforceability of the remaining provisions shall not be affected or
impaired thereby and shall be enforced to the maximum extent permitted by
applicable law.  If any remedy set forth
in this Agreement is determined to have failed of its essential purpose, then
all other provisions of this Agreement, including the limitations of liability
and exclusion of damages, shall remain in full force and effect.  20.Force Majeure  Either
Party shall be excused from performance and shall not be liable for any delay,
in whole or in part, caused by the occurrence of any contingency beyond the
reasonable control either of the excused Party or its subcontractors or
suppliers.  These contingencies include,
but are not limited to, war, sabotage, insurrection, riot or other act of civil
disobedience, act of public enemy, failure or delay in transportation, act of
any government or any agency or subdivision thereof affecting the terms hereof,
accident, fire, explosion, flood, severe weather or other act of God, or
shortage of labor or fuel or raw materials.  21.Governing Law and Venue  The
Parties acknowledge and agree that this Agreement shall be governed by the laws
of the Commonwealth of Pennsylvania as to all matters including, but not
limited to, matters of validity, construction, effect, performance and
liability, without consideration of conflicts of laws provisions contained
therein.  In the event of any dispute
between the Parties, (a) if suit shall be brought by Aequus, it shall be
brought either in the United States District Court for the Eastern District of
Pennsylvania or any state court of the Commonwealth of Pennsylvania and (b) if
suit shall be brought by WorldGate, it shall be brought in the either in the
United States District Court for the Southern District of New York or any state
court of the State of New York.  Each of
the Parties waives, to the fullest extent permitted by law, any objection which
it may now or hereafter have to the laying of the venue of any such proceeding
brought in such a court and any claim that any such proceeding brought in such
a court has been brought in an inconvenient forum.  17


22.Counterparts  This
Agreement may be executed simultaneously in two or more original or facsimile
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.  23.No Cross Default  A
breach or other default under this Agreement by either Party shall not
constitute a breach or default under any other agreement between the Parties.  24.Third Parties  Except
as specifically set forth or referred to herein, nothing herein expressed or
implied is intended or shall be construed to confer upon or give to any person
or corporation other than the Parties hereto and their respective successors or
assigns any rights or remedies under or by reason of this Agreement.  25.Assignment  Unless
otherwise expressly provided in this Agreement, neither Party may assign its
rights (other than the right to receive payments) or delegate its duties and
obligations under this Agreement without the prior written consent of the other
Party, which will not be unreasonably withheld or delayed; provided, however,
that either Party may assign this Agreement, without the need to obtain consent
of the other Party, to an affiliate of such Party or to a successor-in-interest
to substantially all of the business of that Party to which this Agreement
relates by providing written notice to the other Party of such assignees
agreement to be bound by the terms of this Agreement and to assume all of the
rights and obligations of the assigning Party set forth in this Agreement; provided,
however, that in no event shall either Party assign this Agreement to an
affiliate or successor who is a competitor of the other Party.  Any assignment made in violation of the
foregoing provisions shall be deemed null and void and of no force or effect.  26.No Presumption  WorldGate
and Aequus have all participated in the negotiation and drafting of this
Agreement and have each been represented throughout to their satisfaction by
legal counsel of their choosing.  In the
event any ambiguity or question of intent or interpretation arises, this  18


Agreement
shall be construed as if drafted jointly by the parties hereto and no
presumption or burden of proof shall arise favoring or disfavoring any party by
virtue of the authorship of any of the provisions of this Agreement.  27.Headings and Subsections  Section headings
are provided for convenience of reference and do not constitute part of this
Agreement.  Any references to a
particular section of this Agreement shall be deemed to include reference to
any and all subsections thereof  28.Specific Assistance  If
Aequus gives WorldGate written notice that WorldGates actions or failure to
act may trigger a Release Event, then WorldGate may, in its discretion, provide
Aequus with all information, materials, and assistance required to permit
Aequus or its third party designee to perform the disputed actions instead of
WorldGate.  If Aequus believes that it
has not received all  such information
and materials within 48 hours after it has delivered such notice to WorldGate,
Aequus will deliver to WorldGate a further written notice of such belief and
will not deliver written notice of the Release Event to the Escrow Agent for 48
hours after delivery to WorldGate of such second notice.  29.Survival of Obligations  The
provisions of Sections that, by their nature or as explicitly stated, are to
survive termination of this Agreement shall survive termination hereof.  30.Gender; Tense, Etc  Where
the context or construction requires, all words applied in the plural shall be
deemed to have been used in the singular, and vice versa; the masculine shall
include the feminine and neuter, and vice versa; and the present tense shall
include the past and future tense, and vice versa.  19


31.Reference to Days  All
references to days in this Agreement shall be deemed to refer to calendar days,
unless otherwise specified.  [Remainder
of Page Intentionally left blank]  20


IN WITNESS WHEREOF, the parties hereto have caused this
License, Maintenance and Update Services Agreement to be executed by their duly
authorized representatives as of the date first written.   WorldGate Communications, Inc.
  
  Aequus Technologies Corp.  By:
  
  
  By:  Name:
  
  
  Name:  Title:
  
  
  Title:  Ojo Service, LLC
  
  Snap Telecommunications Inc.  By:
  
  
  By:  Name:
  
  
  Name:  Title:
  
  
  Title:   Exhibits  A
  
  -
  Software Support
  ServicesB
  
  -
  Tier 2 Support ServicesX
  
  -
  Certain Definitions   21


EXHIBIT A  DATA CENTER NETWORK SOFTWARE SUPPORT SERVICES  1.Software Support
Services  a.WorldGate will,
in the course of development, develop software updates, for the WorldGate  data center network.  In order to help maintain a synchronous state
between the WorldGate data center network and the Aequus Data Center Network,
and keep the centers at the same functional level (as the same may be allowed
given the system, hardware and environmental constraints of such centers,)
WorldGate will make such software updates available to Aequus for installation
on the Aequus Data Center Network.  b.WorldGate will
correct failures of the WorldGate code in the Data Center Network systems or as
commercially reasonable, assist Aequus staff with their rebuilding or
correction of errors in the systems to restore function in accordance with
WorldGate specifications and historic customer service levels.  Such corrections shall be provided within the
industry accepted time frames.  WorldGate
will use commercially reasonable effort to replace Workarounds with a final
resolution, in the form of applicable Updates and Upgrades, within industry
standard timeframes from when the relevant failure is first reported and
reproduced.  In no event shall WorldGate
be responsible hereunder for failures caused by (i) any actions or
omissions of Aequus, its agents, or its invitees, (ii) the center
environment or any hardware components of the center, (iii) any changes
made to the WorldGate code by other than WorldGate or its agents, (iv) any
failures in other than the most current or the immediate prior release of the
WorldGate code.  To the extent WorldGate
renders assistance that is not due to a WorldGate code failure such assistance
is outside the scope hereof and is separately and independently compensable.  c.Whether
WorldGate develops the code release primarily for the Aequus Data Center
Network or WorldGate data center network, software changes will be bundled into
common upgrade releases, tested, released and applied to both centers unless
not applicable.  WorldGate will provide
documentation to describe the code release features and application, and will
deliver software packages as applicable to update the original RPMs and build
media for the changes.  d.WorldGate will
use commercially reasonable effort to assist Aequus in the upgrade process for
the Aequus Data Center Network.


e.WorldGate will assist in coordinating
the upgrades to minimize any disruption of service, including working with
Aequus to apply such upgrades to the respective Data Center Networks at
mutually agreed to times where possible.  f.Prior to the
upgrade, a QA test report will be provided to Aequus for review and their
records.  WorldGate will provide guidance
for Aequus test planning for the release.  g.WorldGate will
provide to Aequus Technical Services on call support (30 minute response) 24
hours a day, 7 days a week, 366 days a year for Network system Class 1
Errors (as defined below).  h.For all other
ODC failures, Data Center Network Support Services shall be accessible via
phone and email. The WorldGate support team shall be available during normal
business hours.  After contacting the
support team to report an issue, WorldGate shall commence using commercially
reasonable efforts to provide a Workaround or final fix reasonably acceptable
to Aequus.  Aequus will also receive
notification of resolution of the issue from the WorldGate support team.  The WorldGate support team shall assist
Aequus in the installation or implementation of, each such resolution.  For
purposes hereof, Class 1 Error means a problem with the Software that
renders any Data Center Network substantially unusable or materially impairs
Aequus or its End Users ability to use the Software in the ordinary course of
its business.  That is, the Software
cannot, substantially perform the basic and necessary functions that such
Software has historically achieved.


EXHIBIT B  TIER 2 SUPPORT SERVICES  After the Effective Date, Aequus will have
access to the Tier 2 Support for the Term. 
The Support Services will consist of the following:  1.Support (i) to
SNAP TSR/CSR Tier 1 teams for end user installations and problems that cannot
be reasonably resolved by such teams with respect to Customer support, and for
RMA processes as set forth in the Reseller Agreement.  2.Tier 2 Support
Services are to be provided 5 days a week during the hours of 8:00 AM to 5:00
PM Monday  Friday, Eastern Time.  3.Support beyond
these hours will only be provided pursuant to a separate SOW.  4.Aequus and
WorldGate personnel will document all problems and customer
contacts/escalations in the Aequus ticketing system currently RightNow (SNAP to
Provide user IDs.)  5.WorldGate will
provide commercially reasonable support, at its election, directly to End Users
only in conjunction with the support being provided by the SNAP TSR/CSR Tier 1
teams, and only in the event that such teams have not been able to resolve the
problems after a reasonable effort on their part.  6.Aequus will
document and WorldGate will evaluate the operating environments in which the
WorldGate Phones will be used and recommend unique solutions to enable
WorldGate Phones to fully function in such environments using the Snap!VRS
Services.  WorldGate will have no
responsibility or liability in connection with the cost and provisioning of
equipment solutions.


EXHIBIT X  CERTAIN DEFINITIONS