AMENDMENT
2009-1 TO THE

    WORLDGATE
COMMUNICATIONS, INC.

    2003
EQUITY INCENTIVE PLAN

    


    WHEREAS, WorldGate
Communications, Inc. (the “Company”) maintains
the WorldGate Communications, Inc. 2003 Equity Incentive Plan (the “Plan”), for the
benefit of its and its Participating Company’s (as defined in the Plan)
employees, non-employee directors, and consultants;

    


    WHEREAS, the Board of
Directors of the Company (the “Board”) desires to
amend the Plan to (i) increase the total number of shares authorized for
issuance or transfer under the Plan by 15,674,960 shares of Company common stock
(“Common
Stock”), so that the total number of shares authorized and reserved for
issuance or transfer under the Plan is 26,500,000 shares of Common Stock, and
(ii) to make certain other changes to the Plan (the “Amendment”);

    


    WHEREAS, the Amendment is
subject to the approval of the stockholders; and

    


    WHEREAS, pursuant to the terms
of the Plan, the Board may amend the Plan at any time.

    


    NOW, THEREFORE, in accordance
with the foregoing, effective as of May 26, 2009, but subject to the approval of
the Company’s stockholders, the Plan shall be amended as follows:

    


    
      	
               
      

            	
              1.

            	
              Section
      4.1 of the Plan shall be amended in its entirety as
    follows:

            


    

    


    “4.1 Maximum Number of Shares
Issuable.  Subject to adjustment as provided in Section 4.2,
the maximum aggregate number of shares of Stock that may be issued under the
Plan shall be equivalent to 26,500,000 shares. Such shares shall
consist of authorized but unissued or reacquired shares (and the Company may
purchase shares reacquired for this purpose) of Stock or any combination
thereof. If an
outstanding Award for any reason expires or is terminated or canceled without
having been exercised or settled in full, or if shares of Stock acquired
pursuant to an Award subject to forfeiture or repurchase are forfeited or
repurchased by the Company at the Participant’s purchase price, the shares of
Stock allocable to the terminated portion of such Award or such forfeited or
repurchased shares of Stock shall again be available for issuance under the
Plan. Shares of Stock shall not be deemed to have been issued pursuant to the
Plan (i) with respect to any portion of an Award that is settled in cash or (ii)
to the extent such shares are withheld in satisfaction of tax withholding
obligations pursuant to Section 13.2. Upon payment in shares of Stock pursuant
to the exercise of an SAR, the number of shares available for issuance under the
Plan shall be reduced only by the number of shares actually issued in such
payment. If the exercise price of an Option is paid by tender to the Company, or
attestation to the ownership, of shares of Stock owned by the Participant, the
number of shares available for issuance under the Plan shall be reduced by the
gross number of shares for which the Option is exercised.”

    


    
      	
               
      

            	
              2.

            	
              Section
      4.2 of the Plan shall be amended in its entirety as
    follows:

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    “4.2 Adjustments for Changes in Capital
Structure.  In the event of any change in the Stock through
merger, consolidation, reorganization, reincorporation, recapitalization,
reclassification, stock dividend, stock split, reverse stock split, split-up,
split-off, spin-off, combination of shares, exchange of shares or similar change
in the capital structure of the Company, or in the event of payment of a
dividend or distribution to the stockholders of the Company in a form other than
Stock (excepting normal cash dividends) that has a material effect on the Fair
Market Value of shares of Stock, appropriate adjustments shall be made in the
number and class of shares subject to the Plan, in the ISO Share Limit set forth
in Section 5.3(b), the Award limits set forth in Section 5.4 and to
any outstanding Awards, and in the exercise or purchase price per share under
any outstanding Award. Notwithstanding the foregoing, any fractional share
resulting from an adjustment pursuant to this Section 4.2 shall be rounded
down to the nearest whole number, and in no event may the exercise or purchase
price under any Award be decreased to an amount less than the par value, if any,
of the stock subject to such Award. The adjustments determined by the Committee
pursuant to this Section 4.2 shall be final, binding and
conclusive.”

     

    
      	
               
      

            	
              3.

            	
              Section
      5.3(a) shall be amended in its entirety as
  follows:

            


    

    


    “(a) Options.  Subject
to adjustment as provided in Section 4.2, no Participant shall be granted within
any fiscal year of the Company one or more Options which in the aggregate are
for more than two million (2,000,000) shares of Stock,”

    


    
      	
               
      

            	
              4.

            	
              Section
      6.1 shall be amended in its entirety as
follows:

            


    

    


    “6.1 Exercise
Price.  The exercise price for each Option shall be established
in the discretion of the Committee; provided, however, that (a) no Option shall
have an exercise price per share less than one hundred percent (100%) of the
Fair Market Value of a share of Stock on the effective date of grant of the
Option and (b) no Incentive Stock Option granted to a Ten Percent Owner shall
have an exercise price per share less than one hundred ten percent (110%) of the
Fair Market Value of a share of Stock on the effective date of grant of the
Option.”

    


    
      	
               
      

            	
              5.

            	
              In
      all respects not modified by this Amendment 2009-1, the Plan is hereby
      ratified and confirmed.

            


    

    


    IN WITNESS WHEREOF, and as
evidence of the adoption of Amendment 2009-1 set forth herein, the Board has
caused this Amendment 2009-1 to be executed this 26th day of May,
2009.

     

    
      
        	
                WORLDGATE
      COMMUNICATIONS, INC.

              
	 
      	 
      
	
                By:

              	
                /s/ Christopher V.
Vitale

              
	
                Name:

              	
                Christopher
      V. Vitale

              
	
                Title:

              	
                General
      Counsel and Secretary

              


      

    

     

    
      
         


      

      
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