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                                                                  Exhibit 10.11



                         WORLDGATE COMMUNICATIONS, INC.

                        2001 EMPLOYEE STOCK PURCHASE PLAN



         1. PURPOSE. The purpose of the Plan is to provide employees of the
Company and its Designated Subsidiaries with an opportunity to purchase Common
Stock of the Company through accumulated payroll deductions. It is the intention
of the Company to have the Plan qualify as an "Employee Stock Purchase Plan"
under Section 423 of the Internal Revenue Code of 1986, as amended. The
provisions of the Plan, accordingly, shall be construed so as to extend and
limit participation in a manner consistent with the requirements of that section
of the Code.

         2. DEFINITIONS.

            a. "BOARD" shall mean the Board of Directors of the Company.

            b. "BUSINESS DAY" shall mean a day on which national stock exchanges
and the Nasdaq System are open for trading.

            c. "CODE" shall mean the Internal Revenue Code of 1986, as amended.

            d. "COMMON STOCK" shall mean the common stock of the Company.

            e. "COMPANY" shall mean WorldGate Communications, Inc. and any
Designated Subsidiary of the Company.

            f. "COMPENSATION" shall mean all base straight time gross earnings
and commissions, payments for overtime, shift premium and cash bonuses.

            g. "DESIGNATED SUBSIDIARY" shall mean any Subsidiary which has been
designated by the Board from time to time in its sole discretion as eligible to
participate in the Plan.

            h. "EMPLOYEE" shall mean any individual who is an Employee of the
Company and for tax purposes whose customary employment with the Company is at
least twenty (20) hours per week and more than five (5) months in any calendar
year. For purposes of the Plan, the employment relationship shall be treated as
continuing intact while the individual is on sick leave or other leave of
absence approved by the Company. Where the period of leave exceeds ninety (90)
days and the individual's right to reemployment is not guaranteed either by
statute or by contract, the individual shall cease to be an Employee for
purposes of this Plan until such time as the individual again meets the forgoing
criteria.

            i. "ENROLLMENT DATE" shall mean the first day of each Offering
Period.

            j. "EXERCISE DATE" shall mean the last day of each Offering Period.

            k. "FAIR MARKET VALUE" shall mean, as of any date, the value of
Common Stock determined as follows:


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                i. If the Common Stock is listed on any established stock
      exchange or a national market system, including without limitation the
      Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock
      Market, its Fair Market Value shall be the closing sales price for such
      stock (or the closing bid, if no sales were reported) as quoted on such
      exchange or system for the last Business Day prior to the date of such
      determination, as reported in THE WALL STREET JOURNAL or such other source
      as the Board deems reliable;

                ii. If the Common Stock is regularly quoted by a recognized
      securities dealer but selling prices are not reported, its Fair Market
      Value shall be the mean of the closing bid and asked prices for the Common
      Stock on the date of such determination, as reported in THE WALL STREET
      JOURNAL or such other source as the Board deems reliable; or

                iii. In the absence of an established market for the Common
      Stock, the Fair Market Value thereof shall be determined in good faith by
      the Board.

            l. "OFFERING PERIOD" shall mean, except as described below with
respect to the first year that the Plan is in effect, a period of approximately
three (3) months during which an Option granted pursuant to the Plan may be
exercised, commencing on: (i) the first Business Day on or after January 1 and
terminating on the last Business Day on or prior to the following March 31; (ii)
the first Business Day on or after April 1 and terminating on the last Business
Day on or prior to the following June 30; (iii) the first Business Day on or
after July 1 and terminating on the last Business Day on or prior to the
following September 30; and (iv) the first Business Day on or after October 1
and terminating on the last Business Day on or prior to the following December
31. Notwithstanding the foregoing, however, the first Offering Period under the
Plan shall commence on March 6, 2001 and terminate on June 29, 2001. The
duration of Offering Periods may be changed pursuant to SECTION 4 of this Plan.

            m. "OPTION" shall mean a right granted to a Participant to acquire
shares of Common Stock of the Company pursuant to the terms and conditions of
the Plan.

            n. "PARTICIPANT" shall mean an eligible Employee who elects, in
accordance with the terms and conditions specified herein, to participate in the
Plan.

            o. "PLAN" shall mean this 2001 Employee Stock Purchase Plan.

            p. "PURCHASE PRICE" shall mean an amount equal to the Fair Market
Value of a share of Common Stock on the Enrollment Date or on the Exercise Date,
whichever is lower, minus fifteen percent of such Fair Market Value.

            q. "RATE CHANGE DAY" shall mean February 1, March 15, May 1, June
15, August 1, September 15, November 1 and December 15, unless otherwise
determined by the Board.

            r. "RESERVES" shall mean the number of shares of Common Stock
covered by each Option under the Plan which have not yet been exercised and the
number of shares of Common Stock which have been authorized for issuance under
the Plan but not yet placed under Option.

            s. "SUBSIDIARY" shall mean a corporation, domestic or foreign, of
which not less than 50% of the voting shares are held by the Company or a
Subsidiary, whether or not such corporation now exists or is hereafter organized
or acquired by the Company or a Subsidiary.



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<PAGE>

         3. ELIGIBILITY.

            a. Any employee who shall have completed six months of continuous
employment with the Company on a given Enrollment Day shall be eligible to
participate in the Plan. In the event that the Company acquires a company that
becomes a Designated Subsidiary as a result of such acquisition, the employees
of such Designated Subsidiary shall be regarded as having an employment start
date as of the date when they began continuous employment with the Designated
Subsidiary.

            b. Any provisions of the Plan to the contrary notwithstanding, no
Employee shall be granted an Option under the Plan (i) to the extent that,
immediately after the grant, such Employee (or any other person whose stock
would be attributed to such Employee pursuant to Section 424(d) of the Code)
would own capital stock of the Company and/or hold outstanding options to
purchase such stock possessing five percent (5%) or more of the total combined
voting power or value of all classes of the capital stock of the Company or of
any Subsidiary, or (ii) to the extent that such Employee's rights to purchase
stock under all employee stock purchase plans of the Company and its
Subsidiaries accrues at a rate which exceeds Twenty-Five Thousand Dollars
($25,000) worth of stock (determined at the Fair Market Value of the shares at
the time such Option is granted) for each calendar year in which such Option is
outstanding at any time.

         4. OFFERING PERIODS. The Plan shall be implemented by consecutive
Offering Periods until terminated in accordance with SECTION 20 hereof. The
Board shall have the power to change the duration of Offering Periods (including
the commencement dates thereof) with respect to future offerings without
stockholder approval if such change is announced at least two (2) days prior to
the scheduled beginning of the first Offering Period to be affected thereafter.

         5. PARTICIPATION.

            a. An eligible Employee may become a Participant in the Plan by
completing an Enrollment / Change Form authorizing payroll deductions in the
form of EXHIBIT A to this Plan and filing it with the Company's Human Resources
Department no later than the fifteenth day of the month immediately proceeding
the applicable Enrollment Date.

            b. Payroll deductions for a Participant shall commence on the first
pay day following the first Enrollment Date after the Company's receipt of an
Enrollment / Change Form pursuant to SECTION 5(A) and shall continue until
terminated pursuant to SECTION 10 or modified pursuant to SECTION 6(C).

         6. PAYROLL DEDUCTIONS.

            a. At the time a Participant files such Participant's an Enrollment
/ Change Form, such Participant shall elect to have payroll deductions made on
each pay day during the Offering Period in an amount not exceeding fifteen
percent (15%) of the Compensation which such Participant receives on each pay
day during the Offering Period.

            b. All payroll deductions made for a Participant shall be credited
to such Participant's account under the Plan and shall be withheld in whole
percentages only. A Participant may not make any additional payments into such
account.

            c. A Participant may discontinue participation in the Plan as
provided in SECTION 10 hereof, or may increase or decrease such Participant's
payroll deduction rate during the Offering Period



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by completing and filing with the Company a new Enrollment / Change Form
authorizing a change in payroll deduction rate. The change in such Participant's
payroll deduction rate shall be effective on the first pay day which is at least
three (3) business days after a Rate Change Day. Notwithstanding the foregoing
sentence, however, if the proposed change in payroll deduction rate is a
reduction of such Participant's payroll deduction rate to zero percent (0%),
then the change in payroll deduction rate shall be effective on the first pay
day which is at least three (3) business days after receipt by the Company of
such Participant's new Enrollment / Change Form. A Participant's Enrollment /
Change Form shall remain in effect for successive Offering Periods unless
terminated as provided in SECTION 10 hereof.

            d. Notwithstanding the foregoing, to the extent necessary to comply
with Section 423(b)(8) of the Code and SECTION 3(B) hereof, a the Company may
decrease such Participant's payroll deduction at any time during a Offering
Period. Payroll deductions shall recommence at the rate provided in such
Participant's Enrollment / Change Form at the beginning of the first Offering
Period which is scheduled to end in the following calendar year, unless
terminated by the Participant as provided in SECTION 10 hereof. e. At any time,
the Company may, but shall not be obligated to, withhold from the Participant's
compensation the amount necessary for the Company to meet applicable federal,
state or other tax withholding obligations. Upon request of the Company, a
Participant shall promptly remit to the Company the full amount required to
satisfy any applicable tax withholding obligations to which the Company is
subject

         7. GRANT OF OPTION. On the Enrollment Date of each Offering Period,
each eligible Employee participating in such Offering Period shall be granted an
Option to purchase on the Exercise Date of such Offering Period (at the
applicable Purchase Price) up to a number of shares of Common Stock determined
by dividing such Employee's Compensation deductions accumulated prior to such
Exercise Date and retained in the Participant's account as of the Exercise Date
by the applicable Purchase Price; provided that in no event shall an Employee be
permitted to purchase during each Offering Period more than five thousand
(5,000) shares of Common Stock (subject to any adjustment pursuant to SECTION 19
hereof), and provided further that such purchase shall be subject to the
limitations set forth in SECTIONS 3(B) AND 11 hereof. The Board may, for future
Offering Periods, increase or decrease, in its absolute discretion, the maximum
number of shares of Common Stock an Employee may purchase during each Purchase
Period of such Offering Period. Exercise of the Option shall occur as provided
in SECTION 8 hereof, unless the Participant has withdrawn pursuant to SECTION 10
hereof. The Option shall expire on the last day of the Offering Period.

         8. EXERCISE OF OPTION. Unless a Participant withdraws from the Plan as
provided in SECTION 10 hereof, such Participant's Option for the purchase of
shares shall be exercised automatically on the Exercise Date, and the maximum
number of full shares subject to Option shall be purchased for such Participant
at the applicable Purchase Price with the accumulated payroll deductions in such
Participant's account, subject to the limitations set forth in SECTIONS 3(B) AND
7. No fractional shares shall be purchased; any payroll deductions accumulated
in a Participant's account which are not sufficient to purchase a full share
shall be retained in the Participant's account for the subsequent Offering
Period, subject to earlier withdrawal by the Participant as provided in SECTION
10 hereof. Any other monies left over in a Participant's account after the
Exercise Date shall be returned to the Participant. During a Participant's
lifetime, a Participant's Option to purchase shares hereunder is exercisable
only by such Participant.



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         9. DELIVERY. As promptly as practicable after each Exercise Date on
which a purchase of shares occurs, the Company shall arrange for the Company's
transfer agent to credit to the account of the Plan Administrator (designated in
Section 16(d) hereof), the shares purchased upon exercise of the Participants'
Options, for the benefit of the individual Participants.

         10. WITHDRAWAL.

            a. A Participant may withdraw all but not less than all the payroll
deductions credited to such Participant's account and not yet used to exercise
such Participant's Option under the Plan at any time by giving written notice to
the Company in the form of EXHIBIT B to this Plan. All of the Participant's
payroll deductions credited to such Participant's account shall be paid to such
Participant promptly after receipt of notice of withdrawal and such
Participant's Option for the Offering Period shall be automatically terminated,
and no further payroll deductions for the purchase of shares shall be made for
such Offering Period. If a Participant withdraws from an Offering Period,
payroll deductions shall not resume at the beginning of the succeeding Offering
Period unless such Participant delivers to the Company a new Enrollment / Change
Form.

            b. A Participant's withdrawal from an Offering Period shall not have
any effect upon such Participant's eligibility to participate in any similar
plan which may hereafter be adopted by the Company or in succeeding Offering
Periods which commence after the termination of the Offering Period from which
the Participant withdraws.

         11. TERMINATION OF EMPLOYMENT.

            a. Upon a Participant's ceasing to be an Employee, for any reason,
such Participant shall be deemed to have elected to withdraw from the Plan and
the payroll deductions credited to such Participant's account during the
Offering Period but not yet used to exercise the Option shall be returned to
such Participant or, in the case of a Participant's death, to the person or
persons entitled thereto under SECTION 15 hereof, and such Participant's Option
shall be automatically terminated.

            b. The Plan does not, directly or indirectly, create in any Employee
or class of Employees any right with respect to continuation of employment by
the Company or any Subsidiary and it shall not be deemed to interfere in any way
with the Company's or any Subsidiary's right to terminate, or otherwise modify,
an Employee's employment at any time.

         12. INTEREST. No interest shall accrue on the payroll deductions of a
Participant in the Plan.

         13. STOCK.

            a. Subject to adjustment upon changes in capitalization of the
Company as provided in SECTION 19 hereof, the maximum number of shares of Common
Stock which shall be made available for sale under the Plan shall be seven
hundred and fifty thousand (750,000) shares plus an annual increase to be added
on the first day of the Company's fiscal year beginning in 2002 equal to the
lesser of (i) three hundred and seventy-five thousand (375,000) shares of Common
Stock or (ii) a lesser amount determined by the Board. If, on a given Exercise
Date, the number of shares with respect to which Options are to be exercised
exceeds the number of shares then available under the Plan, the Company shall
make a pro rata allocation of the shares remaining available for purchase in as
uniform a manner as shall be practicable and as it shall determine to be
equitable.



                                      -5-
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            b. The Participant shall have no interest or voting right in shares
covered by such Participant's Option until such Option has been exercised.

            c. Shares to be delivered to a Participant under the Plan shall be
registered in the name of the Participant or in the name of the Participant and
such Participant's spouse.

         14. ADMINISTRATION. The Plan shall be administered by the Board or a
committee of members of the Board appointed by the Board. The Board or its
committee shall have full and exclusive discretionary authority to construe,
interpret and apply the terms of the Plan, to determine eligibility and to
adjudicate all disputed claims filed under the Plan. Every finding, decision and
determination made by the Board or its committee shall, to the full extent
permitted by law, be final and binding upon all parties.

         15. DESIGNATION OF BENEFICIARY.

            a. A Participant may file a written designation of a beneficiary who
is to receive any shares and cash, if any, from the Participant's account under
the Plan in the event of such Participant's death subsequent to an Exercise Date
on which the Option is exercised but prior to delivery to such Participant of
such shares and cash. In addition, a Participant may file a written designation
of a beneficiary who is to receive any cash from the Participant's account under
the Plan in the event of such Participant's death prior to exercise of the
Option. If a Participant is married and the designated beneficiary is not the
spouse, spousal consent shall be required for such designation to be effective.

            b. Such designation of beneficiary may be changed by the Participant
at any time by written notice. In the event of the death of a Participant and in
the absence of a beneficiary validly designated under the Plan who is living at
the time of such Participant's death, the Company shall deliver such shares
and/or cash to the executor or administrator of the estate of the Participant,
or if no such executor, personal representative or administrator has been
appointed (to the knowledge of the Company), the Company, in its discretion, may
deliver such shares and/or cash to the spouse or to any one or more dependents
or relatives of the Participant, or if no spouse, dependent or relative is known
to the Company, then to such other person as the Company may designate.

         16. TRANSFERABILITY.

            a. PROHIBITION ON TRANSFERABILITY OF PLAN INTERESTS. Neither payroll
deductions credited to a Participant's account nor any rights with regard to the
exercise of an Option or to receive shares under the Plan may be assigned,
transferred, pledged or otherwise disposed of in any way (other than by will,
the laws of descent and distribution or as provided in SECTION 15 hereof) by the
Participant. Any such attempt at assignment, transfer, pledge or other
disposition shall be without effect, except that the Company may treat such act
as an election to withdraw funds from an Offering Period in accordance with
SECTION 10 hereof.

            b. HOLDING PERIOD FOR SHARES. After a Participant acquires shares
pursuant to the Plan, the Participant shall not assign, transfer, pledge or
otherwise dispose of such shares for a period of one year from the Enrollment
Date. Shares purchased by a Participant under the Plan shall be fully vested
and, subject to the foregoing restriction on transfer, the Participant shall
have all incidents of ownership with respect to such shares, including the right
to vote and the right to receive distributions and dividends.





                                      -6-
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            c. TAX TREATMENT. The Plan is intended to satisfy the requirements
of Section 423 of the Code. A Participant will not obtain the benefits of this
provision if such Participant disposes of shares of Common Stock acquired
pursuant to the Plan within two (2) years from the Enrollment Date of the
Offering Period during which the Participant purchased such shares.

            d. BROKER. Each Participant must use the securities broker
designated by the Board, or the committee of members of the Board appointed by
the Board as the Plan Administrator, for all transactions involving securities
acquired by such Participant under the Plan. The initial Plan Administrator
shall be Deutsche Banc Alex.Brown.

         17. USE OF FUNDS. All payroll deductions received or held by the
Company under the Plan may be used by the Company for any corporate purpose, and
the Company shall not be obligated to segregate such payroll deductions.

         18. REPORTS. Individual accounts shall be maintained for each
Participant in the Plan. Statements of account shall be given to participating
Employees at least annually, which statements shall set forth the amounts of
payroll deductions, the Purchase Price, the number of shares purchased and the
remaining cash balance, if any.

         19. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION,
LIQUIDATION, MERGER OR ASSET SALE.

            a. CHANGES IN CAPITALIZATION. Subject to any required action by the
stockholders of the Company, the Reserves, the maximum number of shares each
Participant may purchase each Offering Period (pursuant to SECTION 7), as well
as the price per share and the number of shares of Common Stock covered by each
Option under the Plan which has not yet been exercised shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or
decrease in the number of shares of Common Stock effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration". Such adjustment shall be made by the Board,
whose determination in that respect shall be final, binding and conclusive.
Except as expressly provided herein, no issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be made with respect to,
the number or price of shares of Common Stock subject to an Option.

            b. DISSOLUTION OR LIQUIDATION. In the event of the proposed
dissolution or liquidation of the Company, the Offering Period then in progress
shall be shortened by setting a new Exercise Date (the "Liquidation Exercise
Date"), and shall terminate immediately prior to the consummation of such
proposed dissolution or liquidation, unless provided otherwise by the Board. The
Liquidation Exercise Date shall be before the date of the Company's proposed
dissolution or liquidation. The Board shall notify each Participant in writing,
at least ten (10) business days prior to the Liquidation Exercise Date, that the
Exercise Date for the Participant's Option has been changed to the Liquidation
Exercise Date and that the Participant's Option shall be exercised automatically
on the Liquidation Exercise Date, unless prior to such date the Participant has
withdrawn from the Offering Period as provided in SECTION 10 hereof.



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<PAGE>

            c. MERGER OR ASSET SALE. In the event of a proposed sale of all or
substantially all of the assets of the Company, or the merger of the Company
with or into another corporation, each outstanding Option shall be assumed, or
an equivalent Option substituted, by the successor corporation or a Parent or
Subsidiary of the successor corporation. In the event that the successor
corporation refuses to assume or substitute for the Option, the Offering Period
then in progress shall be shortened by setting a new Exercise Date (the "Merger
Exercise Date"). The Merger Exercise Date shall be before the date of the
Company's proposed sale or merger. The Board shall notify each Participant in
writing, at least ten (10) business days prior to the Merger Exercise Date, that
the Exercise Date for the Participant's Option has been changed to the Merger
Exercise Date and that the Participant's Option shall be exercised automatically
on the Merger Exercise Date, unless prior to such date the Participant has
withdrawn from the Offering Period as provided in SECTION 10 hereof.

         20. AMENDMENT OR TERMINATION.

            a. The Board of Directors of the Company may at any time and for any
reason terminate or amend the Plan. Except as provided in SECTION 19 hereof, no
such termination can affect Options previously granted. Except as provided in
SECTION 19 and this SECTION 20 hereof, no amendment may make any change in any
Option theretofore granted which adversely affects the rights of any
Participant. To the extent necessary to comply with Section 423 of the Code (or
any other applicable law, regulation or stock exchange rule), the Company shall
obtain stockholder approval in such a manner and to such a degree as required.

            b. Without stockholder consent and without regard to whether any
Participant rights may be considered to have been "adversely affected," the
Board (or its committee) shall be entitled to change the Offering Periods, limit
the frequency and/or number of changes in the amount withheld during an Offering
Period, establish the exchange ratio applicable to amounts withheld in a
currency other than U.S. dollars, permit payroll withholding in excess of the
amount designated by a Participant in order to adjust for delays or mistakes in
the Company's processing of properly completed withholding elections, establish
reasonable waiting and adjustment periods and/or accounting and crediting
procedures to ensure that amounts applied toward the purchase of Common Stock
for each Participant properly correspond with amounts withheld from the
Participant's Compensation, and establish such other limitations or procedures
as the Board (or its committee) determines in its sole discretion advisable
which are consistent with the Plan.

            c. The Board may, in its discretion, modify or amend the Plan to
adjust the percentage discount referenced in SECTION 1(P). Notwithstanding the
foregoing, however, such any such adjustment shall only be applied on a
prospective basis for Offering Periods beginning at least two (2) days after the
Board has announced such adjustment to the percentage discount. Such
modifications or amendments shall not require stockholder approval or the
consent of any Plan Participants.

         21. NOTICES. All notices or other communications by a Participant to
the Company under or in connection with the Plan shall be deemed to have been
duly given when received in the form specified by the Company at the location,
or by the person, designated by the Company for the receipt thereof.

         22. CONDITIONS UPON ISSUANCE OF SHARES.

            a. Shares shall not be issued with respect to an Option unless the
exercise of such Option and the issuance and delivery of such shares pursuant
thereto shall comply with all applicable provisions of law, domestic or foreign,
including, without limitation, the Securities Act of 1933, as



                                      -8-
<PAGE>

amended, the Securities Exchange Act of 1934, as amended, state securities laws,
the rules and regulations promulgated thereunder, and the requirements of any
stock exchange upon which the shares may then be listed, and shall be further
subject to the approval of counsel for the Company with respect to such
compliance.

            b. As a condition to the exercise of an Option, the Company may
require the person exercising such Option to represent and warrant at the time
of any such exercise that the shares are being purchased only for investment and
without any present intention to sell or distribute such shares if, in the
opinion of counsel for the Company, such a representation is required by any of
the aforementioned applicable provisions of law.

         23. TERM OF PLAN. The Plan shall become effective upon the adoption of
the Plan by the Board, subject to approval by the holders of a majority of the
shares of Common Stock present and represented at any special or annual meeting
of the stockholders of the Company duly held within twelve (12) months after
such adoption of the Plan. The Plan shall continue in effect for a term of ten
(10) years from the date of adoption by the Board unless sooner terminated under
SECTION 20 hereof.






                                      -9-
<PAGE>


                                    EXHIBIT A

                         WORLDGATE COMMUNICATIONS, INC.

                        2001 EMPLOYEE STOCK PURCHASE PLAN

                      ENROLLMENT / CHANGE FORM

     x
     o
     B   |_| Original Application Enrollment Date: _____/_____/_____

     e   |_| Change in Payroll Deduction Rate
     n
     O   |_| Hold Contributions - Stop Deductions and Hold Cash Balances

     k   |_| Cancel Enrollment - Stop Deductions and Refund Cash Balances
     c
     e   |_| Change of Beneficiary(ies)
     h
     C

         1. I hereby elect to participate in the WorldGate Communications, Inc.
2001 Employee Stock Purchase Plan (the "Employee Stock Purchase Plan") and
subscribe to purchase shares of Common Stock in accordance with this Enrollment
/ Change Form and the Employee Stock Purchase Plan.

         2. I hereby authorize payroll deductions from each paycheck in the
amount of ____% OF MY SALARY on each payday (from 0 to 15%), and ___% OF MY CASH
BONUS (from 0 to 15%), if I receive a bonus, during the Offering Period in
accordance with the Employee Stock Purchase Plan. (Please note that no
fractional percentages are permitted.)

         3. I understand that said payroll deductions shall be accumulated for
the purchase of shares of Common Stock at the applicable Purchase Price
determined in accordance with the Employee Stock Purchase Plan. I understand
that if I do not withdraw from an Offering Period, any accumulated payroll
deductions will be used to automatically exercise my Option.

         4. I have received a copy of the complete Employee Stock Purchase Plan.
I understand that my participation in the Employee Stock Purchase Plan is in all
respects subject to the terms of the Plan.

         5. Shares purchased for me under the Employee Stock Purchase Plan
should be issued in the name(s) of (circle one--Employee or Employee and Spouse
only).

         6. I understand that I cannot assign, transfer, sell or otherwise
dispose of shares of Common Stock purchased under the Plan until one year from
the beginning date of the period in which I acquired such shares. I also
understand that I must use Deutsche Banc Alex.Brown, the Plan Administrator, as
the broker for all transactions regarding shares acquired pursuant to the Plan.
I authorize Deutsche Banc Alex.Brown to disclose my name, address and securities
positions to corporations and other issuers in which I own securities, under a
U.S. Securities and Exchange



                                     Page 1
<PAGE>

Commission Rule designed to permit companies to communicate directly with the
non-objecting beneficial owners.

      7. I understand that if I dispose of any shares received by me pursuant to
the Plan within two (2) years after the Enrollment Date (the first day of the
Offering Period during which I purchased such shares), I will be treated for
federal income tax purposes as having received ordinary income at the time of
such disposition in an amount equal to the lesser of (i) the gain realized from
such sale or (ii) the excess of the fair market value of the shares at the time
such shares were purchased by me over the price which I paid for the shares. The
Company may, but will not be obligated to, withhold from my compensation the
amount necessary to meet any applicable tax withholding obligation resulting
from the sale or early disposition of Common Stock by me. If the compensation
remaining payable to me is insufficient to satisfy the tax withholding
obligations imposed upon the Company I will, upon request of the Company,
promptly pay any additional funds required by the Company to satisfy its tax
withholding obligations resulting from my disposition of Common Stock. I
understand that if I dispose of my shares of Common Stock more than two years
after the Enrollment Date I will be treated for federal income tax purposes as
recognizing ordinary income equal to the lesser of (i) the gain realized from
such sale or (ii) 15% of the fair market value of the shares on the Enrollment
Date. Any gain in excess of this amount will be treated as capital gain. I
UNDERSTAND THAT THE ABOVE FAVORABLE TAX PROVISIONS WILL NOT APPLY UNLESS THE
COMPANY'S STOCKHOLDERS APPROVE THE PLAN AT THE 2001 ANNUAL STOCKHOLDERS MEETING.
IF THE STOCKHOLDERS DO NOT APPROVE THE PLAN, I WILL BE TREATED FOR FEDERAL TAX
PURPOSES AS RECOGNIZING ORDINARY INCOME FOR THE 2001 TAX YEAR ON THE DIFFERENCE
BETWEEN THE FAIR MARKET VALUE ON THE EXERCISE DATE AND THE PURCHASE PRICE, EVEN
THOUGH I DO NOT SELL THE SHARES DURING THIS PERIOD.

      8. I hereby agree to be bound by the terms of the Employee Stock Purchase
Plan. The effectiveness of this Enrollment / Change Form is dependent upon my
eligibility to participate in the Employee Stock Purchase Plan. I understand
that all capitalized terms contained in this Enrollment / Change Form, but not
defined herein have the meanings set forth in the Employee Stock Purchase Plan.




                                     Page 2
<PAGE>




      9. In the event of my death, I hereby designate the following as my
beneficiary(ies) to receive all payments and shares due me under the Employee
Stock Purchase Plan:

                        Name:
                                      ---------------------------------------

                                     (First)         (Middle)          (Last)

                        Relationship:
                                      ---------------------------------------

                        Address:
                                      ---------------------------------------



      I UNDERSTAND THAT THIS ENROLLMENT / CHANGE FORM SHALL REMAIN IN EFFECT
THROUGHOUT SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.



                  Name of Employee:
                                                     ------------------------
                                                          (Please Print)

                  Signature of Employee:
                                                     ------------------------

                  Date:
                                                     ------------------------

                  Employee's Social Security Number:
                                                     ------------------------

                  Employee's Address:
                                                     ------------------------

                                                     ------------------------

                                                     ------------------------
                  Spouse's Signature:
                                                     ------------------------
                                                     (Only required if
                                                     beneficiary other than
                                                     spouse)




                                     Page 3
<PAGE>



                                    EXHIBIT B



                         WORLDGATE COMMUNICATIONS, INC.

                        2001 EMPLOYEE STOCK PURCHASE PLAN

                              NOTICE OF WITHDRAWAL



      The undersigned Participant in the Offering Period of the WorldGate
Communications, Inc. 2001 Employee Stock Purchase Plan which began on
____________, 2001 (the "Enrollment Date") hereby notifies the Company that such
Participant hereby withdraws from the Offering Period. The undersigned
Participant hereby directs the Company to pay to the undersigned as promptly as
practicable all the payroll deductions credited to such Participant's account
with respect to such Offering Period. The undersigned Participant understands
and agrees that such Participant's Option for such Offering Period will be
automatically terminated. The undersigned Participant understands further that
no further payroll deductions will be made for the purchase of shares in the
current Offering Period and the undersigned shall be eligible to participate in
succeeding Offering Periods only by delivering to the Company a new Enrollment /
Change Form.



                  Name of Employee:
                                                     ------------------------
                                                          (Please Print)

                  Signature of Employee:
                                                     ------------------------

                  Date:
                                                     ------------------------

                  Employee's Social Security Number:
                                                     ------------------------

                  Employee's Address:
                                                     ------------------------

                                                     ------------------------

                                                     ------------------------