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                                                                     Exhibit 4.3


                                 FORM OF WARRANT

THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")
OR STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR
HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT
AND UNDER APPLICABLE STATE SECURITIES LAWS OR MPHASE TECHNOLOGIES, INC. (THE
"COMPANY") SHALL HAVE RECEIVED AN OPINION IN FORM, SCOPE AND SUBSTANCE
REASONABLY ACCEPTABLE TO THE COMPANY, OF COUNSEL, WHO IS REASONABLY ACCEPTABLE
TO THE COMPANY THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND
UNDER THE PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS IS NOT
REQUIRED.


                          COMMON STOCK PURCHASE WARRANT


                            Expires January 11, 2007


No.:                     Number of Shares:

Date of Issuance:        January 11, 2002


Issuance. In consideration of good and valuable consideration, the receipt of
which is hereby acknowledged by mPhase Technologies, Inc., a New Jersey
corporation (the "Company"), NAME or registered assigns (the "Holder") is hereby
granted the right to purchase at any time until 5:00 P.M., New York City time,
on January 11, 2007 (the "Expiration Date"), NUMBER OF SHARES (#) fully paid and
nonassessable shares (the "Warrant Shares") of the Company's common stock,
stated value $.01 per share (the "Common Stock"), at an exercise price (the
"Exercise Price") per share equal to $.30. The Exercise Price and number of
shares for which the Warrant is exercisable shall be subject to adjustment as
provided herein.


Exercise of Warrants. Except as provided in Section 4 below, exercise of the
purchase rights represented by this Warrant may be made at any time or times,
before the 5:00 P.M. New York City time on the Expiration Date, or such earlier
date on which this Warrant may terminate as provided in this Warrant, by the
surrender of this Warrant and the Notice of Exercise Form annexed hereto duly
executed, at the office of the Company (or such other office or agency of the
Company as it may designate by notice in writing to the registered holder hereof
at the address of such holder appearing on the books of the Company) and upon
payment of an amount of consideration therefor payable by certified check or
cashier's check or by wire transfer to an account designated by the Company in
an amount equal to the Exercise Price multiplied by the number of Warrant Shares
purchased. This Warrant may be exercised in whole or in part and such exercise
shall be accompanied by written notice from the Holder of this Warrant showing
the number of Warrant Shares with respect to which rights are being surrendered
thereunder (the "Surrendered Shares") and the net number of shares of Common
Stock to be issued after giving effect to such surrender. The Company shall
cancel this Warrant with respect to any Surrendered Shares. In the event of an
exercise of this Warrant in accordance with this Section 2, the Holder shall be
entitled to receive a certificate for the number of shares of Common Stock so
purchased.


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Reservation of Shares. The Company hereby covenants that at all times during the
term of this Warrant there shall be reserved a sufficient number of shares of
its Common Stock as shall be required for issuance upon exercise of this Warrant
(the "Warrant Shares").

No Fractional Shares or Scrip. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this Warrant.

Loss, Theft, Destruction or Mutilation of Warrant. Upon receipt by the Company
of evidence satisfactory to it of the loss, theft, destruction or mutilation of
this Warrant, and (in the case of loss, theft or destruction) receipt of
reasonably satisfactory indemnification, and (in the case of mutilation) upon
surrender and cancellation of this Warrant, the Company will execute and deliver
a new Warrant of like tenor and date and any such lost, stolen, destroyed or
mutilated Warrant shall thereupon become void.

Rights of the Holder. The Holder shall not, by virtue hereof, be entitled to any
rights of a stockholder in the Company, either at law or equity, and the rights
of the Holder are limited to those expressed in this Warrant and are not
enforceable against the Company except to the extent set forth herein.

Adjustments of Exercise Price and Number of Warrant Shares. The number and kind
of securities purchasable upon the exercise of this Warrant and the Exercise
Price shall be subject to adjustment from time to time upon the happening of any
of the following.

         In case the Company shall (i) declare or pay a dividend in shares of
Common Stock or make a distribution in shares of Common Stock to holders of its
outstanding Common Stock, (ii) subdivide its outstanding shares of Common Stock,
(iii) combine its outstanding shares of Common Stock into a smaller number of
shares of Common Stock or (iv) issue any shares of its capital stock in a
reclassification of the Common Stock, then the number of Warrant Shares
purchasable upon exercise of this Warrant immediately prior thereto shall be
adjusted so that the Holder shall be entitled to receive the kind and number of
Warrant Shares or other securities of the Company which he would have owned or
have been entitled to receive had such Warrant been exercised in advance
thereof. Upon each such adjustment of the kind and number of Warrant Shares or
other securities of the Company which are purchasable hereunder, the Holder
shall thereafter be entitled to purchase the number of Warrant Shares or other
securities resulting from such adjustment at an Exercise Price per such Warrant
Share or other security obtained by multiplying the Exercise Price in effect
immediately prior to such adjustment by the number of Warrant Shares purchasable
pursuant hereto immediately prior to such adjustment and dividing by the number
of Warrant Shares or other securities of the Company resulting from such
adjustment.

         An adjustment made pursuant to this Section 7 shall become effective
immediately after the effective date of such event retroactive to the record
date, if any, for such event.


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Notice of Adjustment. Whenever the number of Warrant Shares or number or kind of
securities or other property purchasable upon the exercise of this Warrant or
the Exercise Price is adjusted as herein provided, the Company shall promptly
mail by registered or certified mail, return receipt requested, to the Holder
notice of such adjustment or adjustments setting forth the number of Warrant
Shares (and other securities or property) purchasable upon the exercise of this
Warrant and the Exercise Price of such Warrant Shares (and other securities or
property) after such adjustment, setting forth a brief statement of the facts
requiring such adjustment and setting forth the computation by which such
adjustment was made. Such notice, in absence of manifest error, shall be
conclusive evidence of the correctness of such adjustment.

Transfer to Comply with the Securities Act; Registration Rights.

This Warrant has not been registered under the Securities Act of 1933, as
amended (the "Act") and has been issued to the Holder for investment and not
with a view to the distribution of either the Warrant or the Warrant Shares.
Neither this Warrant nor any of the Warrant Shares or any other security issued
or issuable upon exercise of this Warrant may be sold, transferred, pledged or
hypothecated in the absence of an effective registration statement under the Act
relating to such security or an opinion of counsel satisfactory to the Company
that registration is not required under the Act. Each certificate for the
Warrant, the Warrant Shares and any other security issued or issuable upon
exercise of this Warrant shall contain a legend on the face thereof, in form and
substance satisfactory to counsel for the Company, setting forth the
restrictions on transfer contained in this Section.

Notices. Any notice or other communication required or permitted hereunder shall
be in writing and shall be delivered personally, telegraphed, telexed, sent by
facsimile transmission or sent by certified, registered or express mail, postage
pre-paid. Any such notice shall be deemed given when so delivered personally,
telegraphed, telexed or sent by facsimile transmission, or, if mailed, two days
after the date of deposit in the United States mails. The addresses for such
communications shall be with respect to the Holder of this Warrant or of Warrant
Shares issued pursuant hereto, addressed to such Holder at its last known
address or facsimile number appearing on the books of the Company maintained for
such purposes, or with respect to the Company, addressed to:


                              mPhase Technologies, Inc.
                              587 Connecticut Avenue
                              Norwalk, Connecticut 06854
                              Attn:  General Counsel

                              with copies to:

                              Piper Marbury Rudnick & Wolfe LLP
                              1251 Avenue of the Americas
                              New York, New York 10020
                              Attn: Kenneth Willig, Esq.


or to such other address or addresses or facsimile number or numbers as any such
party may most recently have designated in writing to the other party hereto by
notice given in accordance with this Section. Copies of notices to the Company
shall be sent to

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Supplements and Amendments; Whole Agreement. This Warrant may be amended or
supplemented only by an instrument in writing signed by the parties hereto. This
Warrant of even date herewith contain the full understanding of the parties
hereto with respect to the subject matter hereof and thereof and there are no
representations, warranties, agreements or understandings other than expressly
contained herein and therein.

Governing Law. This Warrant shall be deemed to be a contract made under the laws
of the State of New York and for all purposes shall be governed by and construed
in accordance with the laws of such State applicable to contracts to be made and
performed entirely within such State.

Counterparts. This Warrant may be executed in any number of counterparts and
each of such counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the same
instrument.

Descriptive Headings. Descriptive headings of the several Sections of this
Warrant are inserted for convenience only and shall not control or affect the
meaning or construction of any of the provisions hereof.



                    [signature page follows on the next page]


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         IN WITNESS WHEREOF, the parties hereto have executed this Warrant as of
January 11, 2002.




                                      mPHASE TECHNOLOGIES, INC.




                                      By:
                                          --------------------------------------
                                          Name:  Martin Smiley
                                          Title: Executive Vice President,
                                          General Counsel and Chief Financial
                                          Officer



<PAGE>


NOTICE OF EXERCISE OF WARRANT


         The undersigned hereby irrevocably elects to exercise the right,
represented by the Warrant certificate dated as of January 11, 2002, to purchase
__________ shares of the Common Stock, stated value $0.01 per share, of
_________________ and tenders herewith payment.

         By certified check, cashier's check or wire transfer of $_____________.

         Number of Warrant Shares Surrendered for Cancellation:_________________

         Number of Warrant Shares to be Issued:_________________________________

         In exercising this Warrant, the undersigned hereby confirms and
acknowledges that the shares of Common Stock are being acquired solely for the
account of the undersigned and not as a nominee for any other party, and for
investment, and that the undersigned will not offer sell or otherwise dispose of
any such shares of Common Stock, except under circumstances that will not result
in a violation of the United States Securities Act of 1933, as amended, or any
foreign or state securities laws.

         Please issue a certificate or certificates representing said shares of
Common Stock in the name of the undersigned or in such other name as is
specified below:



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



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




By:
     -------------------------------
     Name:

Dated:
      -------------------------------