mPhase Technologies, Inc. - Exhibit 10.22 - Prepared By TNT Filings Inc.









EXHIBIT 10.22

Amendment #2 




DEVELOPMENT AGREEMENT between LUCENT TECHNOLOGIES INC. and
mPHASE TECHNOLOGIES, INC. effective as of February 5,
2004 ("agreement") relating to Micro-Power Source Cells Fabricating Using
Nanotextured Superhydrophobic Materials and as amended by an amendment
effective as of February 6, 2004. 

The Parties agree to append to the Statement of Work,
Appendix B1-Deveiopment Activities, of the Agreement, additional activities for
the annual period commencing on February 3, 2005 ("Second Year"), as follows:



a) Introduction 

This work is a continuation of work performed in 2004 for an additional 12
month period. The fundamental objective is to conduct research relating to a
primary cell whose liquid electrolyte contacts dry electrodes on command. The
battery utilizes a hydrophobic nano-structured surface to suspend the
electrolyte until "an impulse of energy (i.e. voltage, mechanical shock) causes
the electrolyte to flow onto the electrodes and produce voltage and current. 

b) 2005 Research Overview 

Building on the knowledge obtained from previous work, Lucent
will work to construct a battery using aqueous ZnCl2/NH4CI as the electrolyte
and two electrodes covered with Zn and MnO2. Once a working structure that is
triggered by a pulse of voltage and supplies current to light a LED is achieved,
Lucent will begin investigation of a multi-element battery structure which
represents the next step in the evolution of a nano-structured battery, Lucent
will continue to consider the possible use of other battery chemistries and
document the findings. Additionally, Lucent will continue to study modified
nanostructured physical designs and document the advantages and disadvantages of
such designs. However to remain on the aggressive twelve month schedule to
achieve a potentially manufacturable design, and live within our resources.
Lucent intends to pursue one design and modify it as testing mandates. This SOW
will not cover reliability studies or a manufacturable design suitable for large
volume, high yield automated production of the nanostructured battery. 


Lucent/mPhase Proprietary and Confidential 




c) Expected Research Milestones: 


1) Lucent expects to light a visible LED using
a device developed during the first three months of effort. Once this has been
demonstrated, Lucent will endeavor to assemble a battery array composed of two
or more individual cells that can be activated independently for the purpose of
a laboratory demonstration. These cells will be connected in series or parallel
to demonstrate the principal that either the battery voltage or current can be
increased on demand. Lab instruments such as voltmeters and oscilloscopes will
document the results. 


2) During the second stage (month's four to
eight) of the research, Lucent will work on a multi piece structure, which
represents a key element along the path to a manufacturable design. The purpose
of a multi piece approach is to separate and optimize formulation of electrodes
and deposition of coatings. As Lucent continues through the research cycle, the
advantageous of the multi element approach for other battery chemistries will be
documented, 


3) In the third stage (month's nine to twelve)
Lucent will continue to improve the design and concentrate on packaging, A small
number of non-functioning, mechanical engineering samples of nano-structured
battery components will be supplied to mPhase. Lucent will additionally supply
several working cell structures (see definition in the above overview section)
to mPhase. To the extent that the samples above are available earlier (than
month's nine to twelve) then they shall be supplied to mPhase, 

4) By mutual agreement, mPhase and Lucent in their sole
discretion will engage with 3rd parties in presenting information on the nano-structured
battery technology. 


d) Subsequent Development Between the Parties 


1.) The Parties acknowledge that the length of
time and resources needed to successfully complete Development Projects and to
bring a product to market of the type contemplated by this Agreement, is
difficult to predict with precision. However, it is contemplated that work
relating to Micro-Power Source Arrays Fabricating Using Nanatextured,
Superhydrophobic Materials will take a total of at least three (3) years, so
that at least one additional Development Project will be anticipated.
Accordingly, within sixty (SO) days prior to the scheduled completion date of
the current Development Project, the Parties will negotiate in good faith
written extensions to the current Development Project and in which further work
would be beneficial to the Parties, provided that this Agreement has not been
terminated under the provisions of Article III of the contract. 


2


Lucent/mPhase Proprietary and Confidential 




The Parties agree to append to the Statement of Work!
Appendix B2-Cost of Development, for the activities related to Item 1 above, as
follows: 


a) Coat of Development Project for the Second Year 



  1) The total cost for the Second Year
  Development Project to be paid by Company to Lucent is One Million Two Hundred
  Thousand (US$1,200,000.00) US Dollars. 

  
  2) Payment will be made by Company to Lucent in
  installments, that are non-refundable, as follows; 

  
    (a) an initial payment of $100,000 United
    States Dollars upon signing of this Amendment #2 

    (b) Provided that the Agreement is not
    terminated pursuant to Section 3.01, eleven (11) additional installments
    each of One Hundred Thousand (US$100,000) United States Dollars, beginning
    with the month of March, 2005 and ending with the month of January, 2006.
    

    
    (c) Each of these eleven installments will
    be invoiced by Lucent as of the first of the month beginning March 1, 2005
    and ending on January 1, 2006. Company shall pay all invoices rendered by
    Lucent, in U.S. dollars, within 60 days after issue date thereof, pursuant
    to Section 5,13 of the Agreement, Notwithstanding the foregoing, payments to
    Lucent shall be made within 60 days following the end of the month in which
    the work was performed, even if Lucent falls to render an invoice, If the
    payments are made after 60 days for more than 2 times during the eleven
    installment periods, then Lucent has the option to provide written notice
    that it is terminating the Agreement. 

  



b) Capital Equipment Costs 


Over the course of the Development Project for
the Second Year, new hardware and software equipment may need to be required to
support the Development. Any capital purchases made to support the Development
Project and charged to Company, must be pre-approved in writing by Company,
mPhase will own this capital equipment, but agrees to sell the equipment back to
Lucent at market value at the termination of the Agreement, if Lucent wishes to
retain said equipment. 


3


Lucent/mPhase Proprietary and Confidential 




The Parties agree to replace the Statement
of Work, Appendix 83-Royalties, Sections B1 and B2V with the following; 


Section B1 In consideration for trie licenses
granted by Lucent to Company pursuant to Sections 2.04(a) and 2.Q5(a) of the
Agreement, Company agrees to pay to Lucent a royalty as follows: 


(a) The greater, of (i) or (ii): 



  (i) Fifty (50%) percent of "net revenue"
  received by Company. For the purposes of this paragraph, net revenue means the
  Revenue actually received by Company from the sale or lease of Licensed
  Product, less 

  
  A) COGS (defined as cost of materials and direct 
  labor costs); 

  B) 5% of Revenue, representing an assumed cost of overhead; 

  C) 11% of Revenue, representing sales and marketing expense, this deduction
  being applicable only if Company was the entity that procured the sate; 
  

  D) 4% of Revenue representing the expense associated
  with billing, this deduction being applicable only if Company was the entity
  that procured the sale; 

  E) 2% of Revenue for returns and allowances, this deduction being applicable
  only if Company was the entity that procured the sale.

  In the event that the deductions set forth in
  items (A) through (E) above exceed, in total, the Revenue actually received by
  Company from the sale or lease of Licensed Product, no royalty for such sale
  or lease of Licensed Product shall be due to Lucent under this Section (i) and
  no reimbursement for costs shall be due from Lucent to Company. 

  
  (ii) Ten (10%) percent of the Revenue actually
  received by Company from the sale or lease of Licensed Product 




The royalty in this Section B1(a) (I) and (ii)
shall be apportioned as follows; (i) Fifty (50%) percent 3hall be attributed to
the Patent License set forth in Section 2.04(a), and (ii) the balance shall be
attributed to other licenses and rights contemplated by this Agreement, 


(b) Fifty (50%) percent of revenue actually
received by Company from the licensing of jointly owned Developed Information
and Joint Inventions to each third party, less any patent license fees actually
paid by the third party to Lucent with respect to licensing of patents owned by
Lucent as a result of this Agreement, which license is a result of the
provisions in Section 2.Q4(d). 

4


Lucent/mPhase Proprietary and Confidential 




Section B2 in consideration for the licenses granted by
Company to Lucent pursuant to Sections 2.04(b) and 2.05(b), Lucent agrees to pay
to Company a royalty 93 follows; 

(a) The greater of (i) or (ii): 



  (i) Fifty (50%) percent of "net revenue"
  received by Lucent, For the purposes of this paragraph, net revenue means the
  Revenue actually received by Lucent from the sale or lease of Licensed Product
  (excluding however, NJNC manufactured components), 
  less 

  A) COGS (defined as cost of materials* and direct labor costs)
  *Note: the cost of NJNC manufactured materials shall Be the Fair Market Value
  of such materials; 

  B) 5% of Revenue, representing an assumed cost of overhead; 

  C) 11% of Revenue, representing sales and marketing expense, this deduction
  being applicable only if Lucent was the entity that procured the sale;
  

  D) 4% of Revenue representing 'the expense associated with billing, this
  deduction being applicable only if Lucent was the entity that procured
  the sale; 

  E) 2% of Revenue for returns and allowances, this deduction being applicable
  only if Lucent was the entity that procured the sale. 

  In the event that the deductions set forth in items (A)
  through (E) above exceed, in total, the Revenue actually received by Lucent
  from the sale or lease of Licensed Product, no royalty for such sale or lease
  of Licensed Product shall be due to Company under this Section (i) and no
  reimbursement for costs shall be due from Company to Lucent. 

  (ii) Ten (10%) percent of the Revenue actually received by
  Company from the sale or lease of Licensed Product 



(b) Fifty (50%) percent of revenue actually received by Lucent
from the licensing of jointly owned Developed information, when such jointly
owned Developed Information is licensed without a license under Joint
Inventions, or Twenty Five (25%) percent of revenue actually received by Lucent
from the licensing of jointly owned Developed Information when such jointly
owned Developed Information is licensed concurrently with a license under Joint
Inventions. 

5


Lucent/mPhase Proprietary and Confidential 




For the purposes of clarity, no license fee shall
by payable by Lucent to Company with respect to licensing Joint Inventions,
whether alone or in combination with Other patents owned or controlled!
by Lucent. 


IN WITNESS WHEREOF, the Parties hereto have
caused this Amendment to be ; executed in duplicate originals by their-duly
authorized representatives on the respective dates entered below; mPhase
Technologies, Inc. 


	LUCENT TECHNOLOGIES INC.	mPhase Technologies, Inc.
	 	 
	By: /s/ David Bishop              
    	By: /s/ Ronald Durando             
    
	 	 
	Name: David J. Bishop          
    	Name: Ronald A. Durando         
    
	 	 
	Title: President, NJNC            
    	Title: President                             
    
	 	 
	Date: 3/9/05                             
    	Date: 3/9/05