CORPORATE GOVERNANCE AND NOMINATING COMMITTEE CHARTER

I. Purpose: The primary function of the Nominating and Governance Committee (the "Committee") of WorldGate Communications, Inc. (the "Company") is to establish Board membership criteria; assist the Board by identifying individuals qualified to become Board members; recommend to the Board matters of corporate governance; facilitate the annual review of the performance of the Board and its committees; and periodically review CEO and management succession plans. Consistent with this function, the Committee should encourage continuous improvement of, and should foster adherence to, the Company's policies, procedures and practices at all levels.

II. Membership: The Committee's membership is determined by the Board and consists of at least two directors. All members of the Committee shall meet the independence requirements of the listing standards of NASDAQ. The members of the Committee shall be elected by the Board at the annual organizational meeting of the Board or until their successors shall be duly elected and qualified. Unless a Chair is elected by the Board, the members of the Committee may designate a Chair by majority vote of the Committee membership. The Committee shall have the authority to retain such consultants and other advisors as the Committee may deem appropriate. The Committee shall have authority to approve related fees and retention terms for such consultants and advisors. Except to the extent prohibited by law or regulation, the Committed shall have the authority to delegate any of its responsibilities to subcommittees or individual(s) as the Committee may deem appropriate.

III. MEETINGS. The Committee shall hold regular meetings, reporting significant matters arising from such meetings to the Board. A majority of the members shall constitute a quorum. A majority of the members present may decide any matter brought before the Committee.

IV. RESPONSIBILITIES AND DUTIES: To fulfill its responsibilities and duties the Committee shall: (1) Periodically review with the Board the appropriate size of the Board and the requisite skills and characteristics of its members as set forth below.

(a) It is the intent of the Board that the Board, itself, will be a high performance organization creating competitive advantage for the Company. To perform as such, the Board will be comprised of individuals who have distinguished records of leadership and success in their arena of activity and who will make substantial contributions to Board operations and effectively represent the interests of all stockholders.

(b) The Board's assessment of Board candidates includes, but is not limited to, consideration of: (i) roles and contributions valuable to the business community; (ii) personal qualities of leadership, character, judgment and whether the candidate possesses and maintains throughout service on the Board a reputation in the community at large of integrity, trust, respect, competence and adherence to the highest ethical standards; (iii) relevant knowledge and diversity of background and experience in such things as business, operations, technology, finance and accounting, sales, marketing, international business, government and the like; or (iv) whether the candidate is free of conflicts and has the time required for preparation, participation and attendance at meetings. A Director's qualifications in light of these criteria is considered at least each time the Director is re-nominated for Board membership.

(2) Review principal occupation or business association changes, or other circumstances which arise and which may raise questions about a Director's continuing qualifications in relation to the Board membership criteria referred to above and recommend to the Board what action the Board should take, if any, with respect thereto.

(3) Review the Board's committee structure and recommend to the Board the appointment of committee members and chairs.

(4) Identify individuals that the Committee believes are qualified to become Board members in accordance with the criteria set forth above, and recommend that the Board select such nominee or nominees to stand for election at the next meeting of stockholders of the Company in which directors will be elected.

(5) In the event there is a vacancy on the Board, identify individuals that the Committee believes are qualified to become Board members in accordance with the criteria set forth above, and recommend such person or persons for appointment to the Board.

(6) Review and evaluate all stockholder nominees for director (submitted in accordance with the Committee's policy and the Company's Bylaws) in accordance with the criteria set forth above.

(7) Develop and recommend to the Board standards to be applied in making determinations on the types of relationships that constitute material relationships between the Company and a director for purposes of determining director independence.

(8) Review shareholder proposals relating to corporate governance matters and recommend to the Board the Company's response to such proposals.

(9) Develop and recommend to the Board for its approval an annual self-assessment process for the Board and its committees and oversee the process.

(10) Reviewing areas in which the Board and/or Management believe improvements could be made to increase the effectiveness of the Board.

(11) Review periodically with the Chairman/CEO his assessment of corporate officers and succession plans relating to their positions, and make recommendations with respect to the selection of individuals to occupy these positions.

(12) Periodically review and recommend to the Board changes in Board compensation.

(13) Establish and periodically review and recommend to the Board Director retirement policies.

(14) Review and reassess the adequacy of this Charter at least annually and submit any changes to the Board for approval.

(15) Conduct an annual performance evaluation of the Committee.