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                                                                     Exhibit 4.6

                         Form of Subscription Agreement

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                             SUBSCRIPTION AGREEMENT

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                            mPhase Technologies, Inc.


(A New Jersey corporation)

THE 2,000,000 UNITS OFFERED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES
AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), IN RELIANCE UPON CERTAIN EXEMPTIONS FROM REGISTRATION PROVIDED IN THE
ACT AND THE RULES AND REGULATIONS THERETO INCLUDING RULE 506 OF REGULATION D OF
THE ACT, NOR HAVE SUCH SECURITIES BEEN REGISTERED OR QUALIFIED UNDER ANY STATE'S
SECURITIES LAWS. ACCORDINGLY, IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER
THE UNITS OF THIS COMPANY UNLESS SUCH UNITS ARE SUBSEQUENTLY REGISTERED OR
QUALIFIED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR EXEMPTIONS
THEREFROM ARE AVAILABLE.

Date:    December 15, 2001

This Subscription Agreement is entered into by and between (the "Subscriber")
and mPhase Technologies, Inc., a New Jersey corporation (the "Company"), as of
the date it is accepted below by the Company.

         1. Subscription The subscriber hereby agrees to purchase Units of
mPhase Technologies, Inc. common stock and common stock purchase warrants at a
price of $.30 per Unit

         2. Acceptance Acceptance by the Company shall be evidenced by its
delivery to Subscriber of a fully-executed Subscription Agreement. Execution of
this Agreement by the Subscriber does not require the Company to accept any
subscription and this Agreement shall not be binding unless and until accepted
in writing by the Company.

         3. Company's Representations The company represents that it has been
duly organized under the laws of the State of New Jersey.

         4. Subscriber's Representations The Company is offering and shall issue
the Units subscribed for in this Agreement without registering them pursuant to
the Securities Act of 1933, as amended (the "Act") and in particular Rule 506 of
Regulation D of the Act. The Company is doing so in reliance upon, among other
things, the Subscriber's following representations:

         (a) Accuracy of the Information Provided and Subscriber's
Representations The Subscriber's representations in this Agreement are complete
and accurate to the best of the Subscriber's knowledge, and the Company may rely
upon them. The Subscriber will notify the Company immediately if any material
change occurs in any of this information before the sale of the Units.

         (b) Access to Data The Subscriber has reviewed among other documents
the Company's Confidential Memorandum dated as of November 30, 2001 issued by
counsel in lieu of a disclosure statement and any amendments thereto (the
"Statement"). The Subscriber understands that an investment in the Company
involves significant risks, including those described in the Memorandum. The
Subscriber hereby acknowledges it has requested and has been afforded the
opportunity to ask questions and receive answers concerning the terms and
conditions of the Offering and to obtain any additional information that the
Company possess or can acquire without unreasonable effort or expense that is
necessary to verify the accuracy of the information set forth in the Statement.
No oral representations have been made or oral information furnished to the
Subscriber in connection with the Offering that were in any way inconsistent
with the Statement.

         (c) Investment The Subscriber is acquiring the Units for investment
only and for the Subscriber's own account, not as a nominee or agent, and not
with a view to, or for resale in connection with, any distribution thereof. The
Subscriber understands that, by reason of a specific exemption from the
registration provision of the Act, the Units have not been, and (except as
provided in Section 5 below) will not be, registered under the Act, and that the
availability of such exemption depends upon, among other things, the bona fide
nature of the investment intent and the accuracy of the Subscriber's
representations as expressed herein.

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         (d) Restriction on Transfer The Subscriber acknowledges that the Units
must be held indefinitely unless subsequently registered under the Act or unless
an exemption from such registration is available.

         1. Registration Rights The Company is a full reporting company under
         Section 12g and other registration provisions of the Securities and
         Exchange Act of 1934 as amended. mPhase Technologies, Inc., hereby
         grants "piggy-back" registration rights to the holder of the units and
         undertakes to include the shares covered by the Units as part of the
         next registration statement filing which will be filed on Form S-1 by
         the Company with the SEC. The Company cannot guarantee that any
         registration statement filed will be declared effective by the SEC.

         (e) Authorization This Agreement, when fully executed and delivered by
the Company, will constitute a valid and legally binding obligation of the
Subscriber, enforceable in accordance with its terms. The person signing this
document and all documents necessary to consummate the purchase of the Units has
all requisite authority to sign such documents on behalf of the Subscriber, if
it is an entity investor.

         (f) No Duplication The Subscriber has not duplicated or distributed the
attached Confidential Memorandum to anyone other than his or her Purchaser
Representative or other personal advisors, and will not do so in the future.

         (g) Investment Sophistication The Subscriber has such knowledge and
experience in financial and business matters to be capable of evaluating the
merits and risks of the proposed investment.

         (h) Adequate Financial Means The Subscriber has adequate means of
providing for his current needs and possible personal contingencies and he is
able to bear the economic risks of the investment (i.e., he can afford a
complete loss.)

         (i) Limited Trading Market The Subscriber acknowledges that prior to
this Offering there has been a limited trading market for the Company's Common
Stock and after completion of this Offering there can be no assurance that a
trading market will continue or if it does continue, that it will be active or
maintained, and, thus, the Subscriber may not be able to readily, if ever to
liquidate his investment.

         5. Indemnification Under This Agreement. The Subscriber shall indemnify
and hold harmless the Company and each of its affiliates from and against all
losses, damages and liabilities (including, but not limited to, court costs and
reasonable attorney's fees) arising or resulting from, or attributable to, any
breach of the representations and warranties set forth in this Subscription
Agreement, or in any other document furnished by the Subscriber.

         6. No Transfer and Subsequent Disposition The Subscriber hereby agrees
that he will not sell, transfer or otherwise dispose of the Units unless, in the
opinion of counsel to the Company, such sale, transfer or disposition may be
legally made without (i) registration under the Act, and/or (ii) registration
and/or qualification under then applicable state and/or federal statutes, or
such sale, transfer or disposition shall have been so registered and/or
qualified and/or appropriate prospectus shall then be in effect.

The Units offered hereby have not been registered under the Act and are being
sold in reliance upon the exemption contained in Rule 506 of Regulation D of the
Act. A purchaser of the Units will not be able to sell and/or otherwise dispose
of their Units unless a registration statement is in effect and/or an exemption
from the registration requirements of said Act is available.



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         7. Power of Attorney of Spouse If the Subscriber is a married person
and a resident of a community property state, the Subscriber agrees to cause the
Subscriber's spouse to execute this Agreement at the space provided for that
spouse's signature immediately following the signature of the Subscriber, and by
such signature hereto said spouse certifies that said spouse is the spouse of
the person who signed this Agreement, that said spouse has read and approves the
provisions hereof and hereby consents and agrees to this Agreement and agrees to
be bound by and accepts such provisions of this Agreement in lieu of all other
interests said spouse may have in the Company, whether such interest be
community property or otherwise. Said spouse grants to the Subscriber
irrevocable power of attorney to represent said spouse in all matters connected
with the Company to the end that, in all cases, the Company may rely on any
approval, direction, vote or action taken by the Subscriber, as said spouse's
attorney-in-fact. Such power of attorney is, and shall be deemed to be, coupled
with an interest so that the authority granted hereby may continue during the
entire period of the Company and regardless of the death or incapacity of the
spouse granting the same. Said spouse further agrees to execute, acknowledge and
deliver such other and further instruments and documents as may be required to
evidence such power of attorney.

         8. Entirety The terms of this Agreement are intended by the parties as
a final expression of their agreement with respect to the terms included in this
Agreement and may not be contradicted by evidence of any prior or
contemporaneous agreement, arrangement, understanding or negotiation (whether
oral or written).

         9. Waiver No waiver or modification of any of the terms of this
Agreement shall be valid unless in writing. No waiver of a breach of, or default
under, any provision hereof shall be deemed a waiver of such provision or of any
subsequent breach or default of the same or similar nature or of any other
provision or condition of this Agreement.

        10. Counterparts This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

        11. Notices Except as otherwise required in this Agreement, any notice
required or permitted under this Agreement shall be given in writing and shall
be deemed effectively given upon personal delivery or upon deposit with the
United States Post Office, by registered or certified mail, postage prepaid,
addressed as follows:

         To the Company:      mPhase Technologies, Inc.
                              587 Connecticut Avenue
                              Norwalk, CT   06854-0960
                              Attention: Ronald A. Durando
                              Telephone: (203)838-2741


         To the Subscriber:   At the address set forth beneath the
                              Subscriber's signature

Any party may change his, her or its address for notice in accordance with the
provisions of this Paragraph.

         12. Non-Assignability The obligations of the Subscriber hereunder shall
not be delegated or assigned to any other party without the prior written
consent of the Company.

         13. Expenses Each party shall pay all of its costs and expenses that it
incurs with respect to the negotiation, execution and delivery of this
Agreement.

         14. Applicable Law This Agreement shall be construed and enforced
pursuant to the laws of the State of Connecticut.


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         15. Form of Ownership Please indicate the form of ownership that the
Subscriber desires for the Units:

              ______ Individual

              ______ Joint Tenants with Right of Survivorship

              ______ Tenants in Common

              ______ Community Property

              ______ Trust

              ______ Corporation

              ______ Partnership

              ______ Other: ________________________________________


         16. Survivor. All representations, warranties and covenants contained
in this Subscription Agreement shall survive the acceptance of the subscription.
The Subscriber acknowledges and agrees that this Subscription Agreement shall
survive (i) changes in the transactions, documents and instruments described in
the Memorandum that are not material, and (ii) the death or disability of the
Subscriber.

         17. Gender, Number, etc. Terms used herein in any number or gender
include other numbers or genders, as the context may require. If the Subscriber
is an entity, all references to "him" or "his" shall be deemed to include "it"
or "its."


SIGNATURE PART OF SUBSCRIPTION AGREEMENT

         INDIVIDUAL(S) SIGN HERE:

                                   SUBSCRIBER:

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                                   (Signature)

                                   ------------------------------------
                                   (Print Name)

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

                                   ------------------------------------
                                   (Address)

                                   Social Security #
                                                    -------------------

                                   Number of Units Subscribed
                                   For Purchase:
                                                 ----------------------

                                   SPOUSE OF SUBSCRIBER:

                                   ------------------------------------
                                   (Signature)


         ACCEPTED:

         m Phase Technologies, Inc.

         By:
                  ----------------------------------

         Title:
                  ----------------------------------

         Date:
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                    SIGNATURE PART OF SUBSCRIPTION AGREEMENT


         ORGANIZATION(S) SIGN HERE:


                                   SUBSCRIBER:

                                   ------------------------------------
                                   (Print Name of Organization)

                                   By:
                                        -------------------------------
                                        (Signature)

                                   ------------------------------------
                                   (Print Name and Title)

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

                                   ------------------------------------
                                   (Address)

                                   Federal ID#:
                                                -----------------------

                                   Number of Units Subscribed for Purchase

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         ACCEPTED:

         mPhase Technologies, Inc.

         By:
                  ------------------------------------

         Title:
                  ------------------------------------

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