Exhibit 10.16  SUBSCRIPTION
AGREEMENT  THIS SUBSCRIPTION
AGREEMENT (this Agreement) is dated as of September 24, 2007, by and
between Antonio Tomasello., a individual (Investor) and WorldGate
Communications, Inc., a Delaware corporation (the Company and together
with the Investor, the Parties or a Party as the case may be).  RECITALS  WHEREAS, subject to the
terms and conditions set forth in this Agreement and pursuant to Section 4(2) of
the Securities Act of 1933, as amended (the Securities Act), the Company
desires to issue and sell to the Investor, and the Investor desires to purchase
from the Company, securities of the Company as more fully described in this
Agreement.  WHEREAS, the Company and
the Investor are executing and delivering this Agreement in reliance upon an
exemption from securities registration pursuant to Section 4(2) and/or
Rule 506 of Regulation D (Regulation D) as promulgated by the U.S.
Securities and Exchange Commission (the SEC) under the Securities Act of
1933, as amended (the Securities Act);  WHEREAS, the parties
desire that, upon the terms and subject to the conditions contained herein, the
Company shall issue and sell to the Investor, as provided herein, and the
Investor shall purchase One Million Dollars ($1,000,000) (the Investment
Amount) of the Companys common stock, par value $0.01 (the Common Stock), at
a price per share of Common Stock equal to $0.39. (the Purchase Price);  WHEREAS,
contemporaneously with the execution and delivery of this Agreement, the
parties hereto are executing and delivering an Investor Registration Rights
Agreement (in the form attached hereto as Exhibit A, the Investor
Registration Rights Agreement,) one or more Warrant Agreements (each in the
form attached hereto as Exhibit B, the Warrant Agreements) and together
with this Agreement and any other contemporaneous written agreement executed by
the Parties, the Transaction Documents) pursuant to which the Company has
agreed to provide certain registration rights under the Securities Act and the rules and
regulations promulgated there under, and applicable state securities laws;  NOW THEREFORE, in
consideration of the mutual agreements hereinafter set forth, and such other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto do hereby covenant, promise, agree,
represent and warrant as follows:  ARTICLE
1 PURCHASE AND SALE OF SHARES  1.1   Incorporation
of Recitals.  The recitals to this
Agreement set forth above are hereby incorporated by reference into this
Agreement


1.2  Purchase of Shares.  Subject to the satisfaction (or waiver) of
the terms and conditions of this Agreement, Investor agrees to purchase at each
Closing and the Company agrees to sell and issue to Investor at Closing, Common
Stock in amounts corresponding to the Investment Amount, divided by the
Purchase Price, or 2,564,102 shares (the Shares).  1.3  Closing Date.  The closing (the Closing) of the purchase
and sale of the Common Stock shall take place at 4:00 p.m. Eastern
Daylight Time on September 18, 2007, subject to notification of
satisfaction of the conditions to the closing set forth herein (or such later
date as is mutually agreed to by the Company and the Investor) (the Closing
Date).  The Closing shall occur on the
respective Closing Dates at the offices of Drinker Biddle & Reath LLP,
1000 Westlakes Drive, Berwyn, PA (or such other place as is mutually agreed to
by the Company and the Investor(s)).  1.4  Closing Deliveries.  (a) At the Closing, the Company shall
deliver or cause to be delivered to each Investor the following (the Company
Deliverables):  irrevocable instructions
addressed to the Companys transfer agent instructing it to issue a certificate
or to make an appropriate book entry evidencing the Shares, registered in the
name of such Investor; and  the Warrant Agreement
with respect to Investors Investment Amount, duly executed by the Company;  the Registration Rights
Agreement duly executed by the Company.  (b)  At the Closing, each Investor shall deliver
or cause to be delivered to the Company the following (the Investor
Deliverables):  the Investment Amount in
United States dollars and in immediately available funds, by wire transfer to
an account designated in writing by the Company for such purpose; and  the Registration Rights
Agreement, duly executed by such Investor.  ARTICLE
2 REPRESENTATIONS
AND WARRANTIES  2.1  Status of Investor.  (a)   Investor has such knowledge and experience
in financial and business matters that he is capable of evaluating the merits
and risks of an investment in the Shares.  (b)   Investor is an accredited investor as
defined in Rule 501(a) under the Securities Act.  Such Investor is not a registered
broker-dealer under Section 15 of the Exchange Act.  .  2


(c)  Investor is acquiring the Shares as principal
for its own account for investment purposes only and not with a view to or for
distributing or reselling such Shares or any part thereof, without prejudice,
however, to such Investors right at all times to sell or otherwise dispose of
all or any part of such Shares in compliance with applicable federal and state
securities laws.  Subject to the
immediately preceding sentence, nothing contained herein shall be deemed a
representation or warranty by such Investor to hold the Shares for any period
of time.  Such Investor is acquiring the
Shares hereunder in the ordinary course of its business.  Such Investor does not have any agreement or understanding,
directly or indirectly, with any person to distribute any of the Shares.  (d)  Investor has not directly or indirectly, nor
has any person acting on behalf of or pursuant to any understanding with such
Investor, engaged in any transactions in the securities of the Company
(including, without limitation, any short sales as defined in Rule 200
promulgated under Regulation SHO under the Exchange Act and all types of direct
and indirect stock pledges, forward sale contracts, options, puts, calls, short
sales, swaps and similar arrangements (including on a total return basis), and
sales and other transactions through non-US broker dealers or foreign regulated
brokers (Short Sales) involving the Companys securities) since the earlier
to occur of (1) the time that such Investor was first contacted by the
Company or any other person regarding an investment in the Company and (2) the
30th day prior to the date of this Agreement. 
Such Investor covenants that neither it nor any person acting on its behalf
or pursuant to any understanding with it will engage in any transactions in the
securities of the Company (including Short Sales) prior to the time that the
transactions contemplated by this Agreement are publicly disclosed.  2.2  Access to Information.  Investor has been furnished with such
materials and has been given access to such information relating to the Company
as he or his representative has requested and has been afforded the opportunity
to ask questions regarding the Company and the Shares, all as Investor has
found necessary to make an informed decision regarding the Investors entering
into this Agreement.  2.3  Understanding of Risks Associated with the
Acquisition of the Shares.  Investor
understands that an investment in the Shares is speculative and subject to
numerous risks, including but not limited to the risks set forth in the Companys
filings with the U.S. Securities and Exchange Commission under the heading Risk
Factors.  2.4  Understanding of Nature of Securities.  Investor understands that:  (a)  the Shares have not been registered by the
Company under the Act or any State Act, and the Company does not intend to
register the Shares for sale under the Act or any State Act in reliance on the
exemption from registration available under the Act and the Missouri Securities
Act.  (b)  the Shares are restricted securities as
that term is defined in Rule 144 under the Act.  3


(c) the
certificates, if any, evidencing the Shares shall include provisions
substantially in the form of the legend set forth below, which Investor has
read, understands and agrees to be bound by:  THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR UNDER APPLICABLE STATE
SECURITIES ACTS (THE STATE ACTS) NOR IS SUCH REGISTRATION CONTEMPLATED.  SUCH SECURITIES MAY NOT BE SOLD,
ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS REGISTERED
UNDER THE ACT OR THE STATE ACTS, EXCEPT UPON DELIVERY TO THE COMPANY OF AN
OPINION OF COUNSEL SATISFACTORY TO THE BOARD OF DIRECTORS OF THE COMPANY THAT
REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE BOARD
OF DIRECTORS OF THE COMPANY OF EVIDENCE SATISFACTORY TO THE BOARD TO THE EFFECT
THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE ACT OR STATE ACTS OR ANY
RULE OR REGULATION PROMULGATED THEREUNDER.  (d) the Company
may, from time to time, make stop transfer notations in the Companys records
to ensure compliance with the Act and any applicable State Acts.  (e) Investor
agrees, prior to any transfer of the Shares, to give written notice to the
Company expressing his desire to effect such transfer and describing briefly
the proposed transfer.  Upon receiving
such notice, the Company shall present copies thereof to counsel for the
Company and the following provisions shall apply:  (i)            If,
in the opinion of such counsel, the proposed transfer of such Shares may be
effected without registration of such Shares under the Act and the State Acts,
the Company shall promptly thereafter notify the person desiring to transfer
such Shares, whereupon such person shall be entitled to transfer such Shares,
all in accordance with the terms of the notice delivered by such person to the
Company and upon such further terms and conditions as shall be required by the
Company to ensure compliance with the Act and the State Acts.  (ii)           If,
in the opinion of such counsel, the proposed transfer of such Shares may not be
effected without registration of such Shares under the Act and the State Acts,
a copy of such opinion shall be promptly delivered to the person who has
proposed such transfer, and such proposed transfer shall not be made unless
such registration is then in effect.  2.5   Investment
Intent.  Investor represents and
warrants that:  (a)     Investor
is acquiring the Shares for the Investors own account and not on behalf of any
other person.  (b)    Investor
is the sole party in interest in his investment in the Shares and is acquiring
the Shares for investment and not for distribution or with the intent to divide
Investors participation with others or of selling, assigning, transferring or
otherwise disposing of the Shares.  4


2.6  Further
Assurances.  Investor will execute
and deliver to the Company any document, or do any other act or thing, which
the Company may reasonably request in connection with the acquisition of the
Shares.  2.7  Non-disclosure.  Investor has not distributed any written
materials furnished to Investor by the Company to anyone other than the Investors
professional advisors.  2.8  Ability
to Bear Economic Risk.  Investor has
adequate means of providing for its current needs and possible future
contingencies, and has no need, and anticipates no need in the foreseeable
future, to sell the Shares which it is acquiring pursuant to this Agreement. Investor
is able to bear the economic risks related to the acquisition of the Shares
and, consequently, without limiting the generality of the foregoing, is able to
hold the Shares for an indefinite period of time and has sufficient net worth
to sustain a loss of its interest in the Company in the event such loss should
occur.  Investor has no need for
liquidity with respect to his Shares.  2.9  Tax
Matters.  Investor has reviewed with Investors
own tax advisors the federal, state, local and foreign tax consequences in
connection with the acquisition of the Shares (including any tax consequences
that may result under recently enacted tax legislation).  Investor is relying solely on such advisors
and not on any statements or representations of the Company or any of its
agents and understands that Investor (and not the Company) shall be responsible
for Investors own tax liability that may arise as a result of this
transaction.  2.10  Accuracy
of Representations.  All of the
representations and information provided herein and any additional information
that Investor has furnished to the Company or its agents with respect to Investors
financial position and business experience is accurate and complete as of the
date of this Subscription Agreement.  If
there should be any material adverse change in any such representation or
information, Investor will immediately furnish accurate and complete
information concerning any such material change to the Company.  2.11  Piggyback
Registration Rights.  If at any time
during the twelve month period following the Closing Date the Company proposes
to register any Common Stock under the Securities Act (other than an
underwritten public offering or a registration on Form S-8 or S-4, or any
successor forms, relating to Common Stock issuable upon exercise of employee
stock options or in connection with any employee benefit or similar plan of the
Company or in connection with a direct or indirect acquisition by the Company
of another entity), whether or not for sale for its own account, the Company
shall each such time give prompt notice at least ten (10) days prior to
the anticipated filing date of the registration statement relating to such
registration to Investor, which notice shall offer Investor the opportunity to
include in such registration statement the number of Shares such Investor may
request. Upon the request of Investor made within five (5) days after the
receipt of notice from the Company (which request shall specify the number of
Shares intended to be registered by Investor), the Company shall use all
reasonable efforts to effect the registration under the Act of all Shares that
the Company has been so requested to register by Investor, to the extent
requisite to permit the disposition of the Shares so to be registered, provided
that if, at any time after giving notice of its intention to register any
Common Stock pursuant to this Paragraph 2.11 and prior to the effective date of
the registration statement filed in connection with such registration, the
Company shall determine for any reason not to register such securities, the
Company shall give notice to Investor and,  5


thereupon, shall be relieved of its obligation to
register any Shares in connection with such registration. The obligations under
this Section 2.11 shall expire when the Shares are saleable by Investor
pursuant to Rule 144 without limitation as to volume.  ARTICLE
3 INDEMNIFICATION  Investor recognizes that the Companys entering into
of this Agreement will be based to a material extent upon Investors
representations and warranties set forth herein and Investor agrees to indemnify
and hold harmless the Company and its officers, directors and employees from
and against any and all loss, damages, liabilities or expenses including
reasonable attorneys fees which any such person may incur by reason of or in
connection with any misrepresentation made by Investor in this Agreement or
otherwise, any breach by Investor of its agreements with the Company or any
sale or distribution of any Shares by Investor in violation of the Act or State
Acts.  All representations and warranties
of Investor contained in this Agreement shall survive this Agreement.  ARTICLE
4 MISCELLANEOUS PROVISIONS  4.1  Captions
and Headings.  The Article and Section headings
throughout this Agreement are for convenience of reference only and shall in no
way be deemed to define, limit, or add to any provision of this Agreement.  4.2  Entire
Agreement; Amendment.  This Agreement
states the entire agreement and understanding of the parties and shall
supersede all prior agreements and understandings.  No amendment of the Agreement shall be made
without the express written consent of the parties.  4.3  Severability.  The invalidity or unenforceability of any
particular provision of this Agreement shall not affect any other provision
hereof, which shall be construed in all respects as if such invalid or
unenforceable provision were omitted.  4.4  Governing
Law.  This Agreement shall be
governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania,
without reference to principles of conflicts of laws.  4.5  Notices.  All notices, requests, demands, consents, and
other communications hereunder shall be transmitted in writing and shall be
deemed to have been duly given when hand delivered or sent by certified mail,
postage prepaid, with return receipt requested, addressed to the parties as
follows: to the Company at 3190 Tremont Avenue, Trevose, PA, Attention: General
Counsel; and to the Investor: at                                                              .  Any party may change its address for purposes
of this Section by giving notice as provided herein.  6


IN WITNESS WHEREOF, this Agreement has been duly
executed and delivered by the parties hereto as of the date first above
written.  COMPANY:WORLDGATE COMMUNICATIONS, INC.INVESTOR:ANTONIO TOMASELLO  7