Item 1.01 Entry into a Material Definitive Agreement.

On February 4, 2009 and March 24, 2009, WorldGate Communications, Inc. (the "Company"), in exchange for cash received, issued promissory notes for $550,000 and $200,000, respectively, to WGI Investor, LLC ("WGI"). Both notes were an advance of the cash consideration payable by WGI at the closing of the transactions contemplated by the Securities Purchase Agreement, dated December 12, 2008, between WGI and the Company (the "Securities Purchase Agreement"). Each of the notes had a maturity date of May 1, 2009 and had interest payable at six percent per annum. On April 6, 2009, upon closing of the transactions contemplated by the Securities Purchase Agreement, the two notes were cancelled pursuant to their terms.

Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 15, 2009, James McLoughlin tendered his resignation as Vice President, Sales and Marketing of the Company. In connection with his resignation, the Company entered into a severance agreement with Mr. McLoughlin pursuant to which the Company agreed to provide him with certain severance benefits, including continuation of salary until April 7, 2010, payment of accrued bonus amounts, continuation of certain health benefits for the severance period, and an extension of the period during which vested options may be exercised. The severance agreement provides a general release in favor of the Company and its affiliates.

---