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                                                                     Exhibit 4.5



THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS
AND UNTIL REGISTERED UNDER THE SECURITIES ACT OR UNLESS AN EXEMPTION THEREFROM
IS AVAILABLE.

                               WARRANT TO PURCHASE
                    COMMON STOCK OF MPHASE TECHNOLOGIES, INC.


         This certifies that Piper Rudnick LLP. (the "Holder"), or its
registered assigns, for value received, is entitled to purchase from mPhase
Technologies, Inc. (the "Company") five hundred fifty thousand (550,000) shares
of the Company's Common Stock (the "Common Stock") for a per share exercise
price equal to $0.30 (the "Per Share Exercise Price"). This right may be
exercised at any time from the date hereof up to and including 5:00 p.m. (New
York City time) on May 1, 2007 (the "Expiration Date"), upon surrender to the
Company at its principal office (or at such other location as the Company may
advise the Holder in writing) of this warrant, properly endorsed, with the
Subscription Form attached hereto duly filled in and signed, if applicable, and
upon payment in cash or by check of the aggregate Per Share Exercise Price for
the number of shares for which this warrant is being exercised determined in
accordance with the provisions hereof.

1.       ISSUANCE OF CERTIFICATES.

         Certificates for the shares of Common Stock acquired upon exercise of
this warrant, together with any other securities or property to which the Holder
is entitled upon such exercise, will be delivered to the Holder by the Company
at the Company's expense within a reasonable time after this warrant has been so
exercised. If the Company does not deliver certificates for the shares of Common
Stock to be issued upon exercise of this warrant within five (5) business days
after receipt by the Company from the Holder of (i) this warrant, properly
endorsed, (ii) the Subscription Form duly filled in and signed, and (iii)
payment in check or cash of the aggregate Per Share Exercise Price for the
number of shares for which this warrant is being exercised, then in addition to
any other remedies which the Holder may have, the Company shall immediately pay
to said Holder a late fee in cash equal to two percent (2%) of the value of the
Common Stock to be issued to Holder, per month or pro rata portion thereof that
the delivery of said certificates is late.

         Each stock certificate so delivered will be in such denominations of
Common Stock as may be requested by the Holder and will be registered in the
name of the Holder. In case of a purchase of less than all the shares that may
be purchased under this warrant, the Company will cancel this warrant and
execute and deliver a new warrant or warrants of like tenor for the balance of
the shares purchasable under this warrant to the Holder within a reasonable time
after surrender of this warrant.



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2.       SHARES FULLY-PAID, NONASSESSABLE, ETC.

         All shares of Common Stock issued upon exercise of this warrant will,
upon issuance, be duly authorized, validly issued, fully-paid and nonassessable
and free from all preemptive rights of any shareholder and free of all taxes,
liens and charges with respect to the issue thereof. The Company will at all
times reserve and keep available out of its authorized but unissued shares of
Common Stock, solely for the purpose of effecting the exercise of this warrant,
such number of its shares of Common Stock as from time to time are sufficient to
effect the full exercise of this warrant. If at any time the number of
authorized but unissued shares of Common Stock are not sufficient to effect the
full exercise of this warrant, the Company will use its best efforts to take
such corporate action as may, in the opinion of its counsel, be necessary to
increase its authorized but unissued shares of Common Stock to such number of
shares as are sufficient for such purpose. The Company will take all such action
as may be necessary to assure that such securities may be issued as provided
herein without violation of any applicable law or regulation, or of any
requirements of any domestic securities exchange upon which the Common Stock may
be listed; provided, however, that the Company will not be required to effect a
registration under Federal or state securities laws with respect to such
exercise (except as may be set forth in Section 5).

3.       NET ISSUE EXERCISE.

         Notwithstanding any provisions herein to the contrary, if the fair
market value of one share of the Company's Common Stock is greater than the Per
Share Exercise Price (at the date of calculation as set forth below), in lieu of
exercising this warrant for cash, the Holder may elect to receive shares equal
to the value (as determined below) of this warrant (or the portion thereof being
canceled) by surrender of this warrant at the principal office of the Company,
together with the properly endorsed Subscription Form and notice of such
election, in which event the Company will issue to the Holder a number of shares
of Common Stock computed using the following formula:

                  X = Y (A-B)
                      -------
                         A

         Where X = the number of shares of Common Stock to be issued to the
Holder

               Y = the number of shares of Common Stock purchasable under this
warrant or, if only a portion of this warrant is being exercised, the portion of
this warrant being canceled (at the date of such calculation)

               A = the fair market value of one share of the Company's Common
Stock (at the date of such calculation)

               B = Per Share Exercise Price (as adjusted to the date of such
calculation)

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For purposes of the above calculation, fair market value of one share of Common
Stock will be the average of the closing bid prices of the Company's shares of
Common Stock as quoted on the Nasdaq ("Nasdaq") (or on such other United States
stock exchange or public trading market on which the shares of the Company trade
if, at the time of the election, they are not trading on Nasdaq), for the five
(5) consecutive trading days immediately preceding the date of the date the
completed, executed Subscription Form is received.

4.       ADJUSTMENTS.

         4.1 Adjustment for Stock Splits and Combinations. If the Company at any
time or from time to time during the term of this warrant effects a subdivision
of the outstanding Common Stock, the Per Share Exercise Price in effect
immediately before that subdivision will be proportionately decreased.
Conversely, if the Company at any time or from time to time during the term of
this warrant combines the outstanding shares of Common Stock into a smaller
number of shares, the Per Share Exercise Price in effect immediately before the
combination will be proportionately increased. Any adjustment under this Section
4.1 will become effective at the close of business on the date the subdivision
or combination becomes effective.

         4.2 Adjustment for Common Stock Dividends and Distributions. If the
Company at any time or from time to time during the term of this warrant makes,
or fixes, a record date for the determination of holders of Common Stock
entitled to receive a dividend or other distribution payable in additional
shares of Common Stock, in each such event the Per Share Exercise Price that is
then in effect will be decreased as of the time of such issuance or, in the
event such record date is fixed, as of the close of business on such record
date, by multiplying the Per Share Exercise Price then in effect by a fraction
(a) the numerator of which is the total number of shares of Common Stock issued
and outstanding immediately prior to the time of such issuance on the close of
business on such record date, and (b) the denominator of which is the total
number of shares of Common Stock issued and outstanding immediately prior to the
time of such issuance on the close of business on such record date plus the
number of shares of Common Stock issuable in payment of such dividend or
distribution; provided, however, that if such record date is fixed and such
dividend is not fully paid or if such distribution is not fully made on the date
fixed thereof, the Per Share Exercise Price will be recomputed accordingly as of
the close of business on such record date and thereafter the Per Share Exercise
Price will be adjusted pursuant to this Section 4.2 to reflect the actual
payment of such dividend or distribution.

         4.3 Adjustments for Other Dividends and Distributions. If the Company
at any time or from time to time during the term of this warrant makes, or fixes
a record date for the determination of holders of Common Stock entitled to
receive a dividend or other distribution payable in securities of the Company
other than shares of Common Stock, in each such event provision will be made so
that the Holder will receive upon exercise of this warrant, in addition to the
number of shares of Common Stock receivable thereupon, the amount of other
securities of the Company that it would have received had this warrant been
exercised on the date of such event and had it thereafter, during the period
from the date of such event to and including the exercise date, retained such
securities receivable by Holder as aforesaid, subject to all other adjustments
called for during such period under this Section 4 with respect to the rights of
the Holder hereunder or with respect to such other securities by their terms.

<PAGE>

         4.4 Adjustment for Reclassification, Exchange and Substitution. If at
any time or from time to time during the term of this warrant the Common Stock
issuable upon the exercise of this warrant is changed into the same or a
different number of shares of any class or classes of stock, whether by
recapitalization, reclassification or otherwise (other than a recapitalization,
subdivision, combination, reclassification or exchange provided for elsewhere in
this Section 4), the Holder will have the right thereafter to exercise this
warrant for the kind and amount of stock and other securities and property
receivable upon such recapitalization, reclassification or other change into
which the shares of Common Stock issuable upon exercise of this warrant
immediately prior to such recapitalization, reclassification or change could
have been converted, all subject to further adjustment as provided herein or
with respect to such other securities or property by the terms thereof.

         4.5 Reorganizations. If at any time or from time to time during the
term of this warrant there is a capital reorganization of the Common Stock
(other than a recapitalization, subdivision, combination, reclassification or
exchange provided for elsewhere in this Section 4), as a part of such capital
reorganization, provision will be made so that the Holder will thereafter be
entitled to receive upon exercise of this warrant the number of shares of stock
or other securities or property of the Company to which a holder of the number
of shares of Common Stock deliverable upon exercise of this warrant would have
been entitled on such capitalization reorganization, subject to adjustment in
respect of such stock or securities by the terms thereof.

         4.6 Certificate of Adjustment. In each case of an adjustment or
readjustment of the number of shares issuable upon exercise of this warrant or
the Per Share Exercise Price, the Company, at its expense, will compute such
adjustment or readjustment in accordance with the provisions hereof and prepare
a certificate showing such adjustment or readjustment, and will mail such
certificate, by first class mail, postage prepaid, to the Holder at the Holder's
address as shown in the Company's books. The certificate will set forth such
adjustment or readjustment, showing in detail the facts upon which such
adjustment or readjustment is based, including a statement of (a) the Per Share
Exercise Price at the time in effect, and (b) the type and amount, if any, of
other property that at the time would be received upon exercise of this warrant.

         4.7 Notices of Record Date. Upon (a) any taking by the Company of a
record of the holders of any class of securities for the purpose of determining
the holders thereof who are entitled to receive any dividend or other
distribution, (b) any capital reorganization of the Company, any
reclassification or recapitalization of the capital stock of the Company, any
sale of all or substantially all of the assets of the Company or any voluntary
or involuntary dissolution, liquidation or winding up of the Company (each
individually a "Sale Event") or (c) a proposed Sale Event, the Company will mail
to the Holder at least twenty (20) days prior to the record date specified
therein a notice specifying (1) the date on which any such record is to be taken
for the purpose of such dividend or distribution and a description of such
dividend or distribution, (2) the date on which any such reorganization,
reclassification, recapitalization, asset sale, dissolution, liquidation or
winding up is expecting to become effective, and (3) the date, if any, that is
to be fixed as to when the holders of record of Common Stock (or other
securities) will be entitled to exchange their shares of Common Stock (or other
securities) for securities or other property deliverable upon such
reorganization, reclassification, recapitalization, asset sale, dissolution,
liquidation or winding up.

<PAGE>

5.       REGISTRATION.

         5.1 Piggy-Back Registrations. (a) If, at any time, the Company shall
determine to register for its own account or the account of others under the
Securities Act (including pursuant a demand for registration of any stockholder
of the Company) any of its equity securities, other than on Form S-4 or Form S-8
or their then equivalents relating to shares of Common Stock to be issued solely
in connection with any acquisition of any entity or business or shares of Common
Stock issuable in connection with stock option or other employee benefit plans,
it shall send to each Holder of the shares issued or issuable written notice of
such determination and, if within fifteen (15) days after receipt of such
notice, such Holder of the Registrable Shares shall so request in writing, the
Company shall use its best efforts to include in such registration statement all
or any part of the Registrable Shares such holder requests to be registered,
except that if; in connection with the initial public offering of the Company,
the managing underwriter shall impose a limitation on the number of shares of
such Common Stock which may be included in the registration statement because,
in its judgment, such limitation is necessary to effect an orderly public
distribution, then the Company shall be obligated to include in such
registration statement only such limited portion of the Registrable Shares with
respect to which such holder has requested inclusion hereunder. Any exclusion of
Registrable Shares shall be made pro rata among the Holders of the Option Shares
(or their assigns who are entitled to and have requested registration under this
Section 5.1) seeking to include Registrable Shares, in proportion to the number
of Registrable Shares sought to be included by such Holders of the Registrable
Shares (or their assigns who are entitled to and have requested registration
under this Section 5.1); provided, however, that the Company shall not exclude
any Registrable Shares unless the Company has first excluded all outstanding
securities the holders of which are not entitled by right to inclusion of
securities in such registration statement; and provided further, however, that
any exclusion of Registrable Shares shall be made pro rata with holders of other
securities having the right to include such securities in the registration
statement. The obligations of the Company to Holders of the Registrable Shares
under this Section 5 may be waived by Holders of the Registrable Shares at any
time. For purposes of this warrant, "Registrable Shares" shall mean such number
of common stock issued or issuable upon exercise of this warrant or any other
shares of Common Stock acquired by the Holders of the warrants by virtue of
their ownership of such warrants.

<PAGE>

         5.2 Provisions Applicable to Registration. The following provisions
shall apply, as applicable, in connection with the Holders of the Registrable
Shares to be included in the registration statement pursuant to this Section 5:

         (a) The holders of the Registrable Shares, if reasonably requested by
the Company or by the underwriter with respect to any public offering, shall
agree not to sell, make any short sale of, loan, grant any options for the
purchase of, or otherwise dispose of any Registrable Shares (other than those
included in the registration) without the prior written consent of the Company
or such underwriters, as the case may be, for such period of time (not to exceed
one hundred eighty (180) days), from the effective date of such registration
statement, or the commencement of the offering, as applicable, as may be
requested by the underwriters, provided that all other holders of the class of
securities being registered shall make the same agreements as those required to
be made by the holders of the Registrable Shares under this Section 5.2(a).

         (b) The holders of the Registrable Shares shall promptly provide the
Company with such non-confidential and non-proprietary information as it shall
reasonably request and that is available to the holders of the Registrable
Shares in order to prepare the registration statement.

         (c) All reasonable and necessary expenses in connection with the
preparation of the registration statement, including, without limitation, any
and all legal, accounting and filing fees, but not including fees and
disbursements of experts and counsel retained by the holders of the Registrable
Shares or underwriting discounts and commissions to be paid by the holders of
the Registrable Shares, shall be borne by the Company.

         (d) The Company shall use its best efforts to effect such registration
permitting the sale of such Registrable Shares in accordance with the intended
method or methods of distribution thereof, and pursuant thereto, the Company
shall as expeditiously as possible:

                  (1) prepare and file with the SEC a registration statement
         relating to the applicable registration on any appropriate form under
         the Securities Act, which form shall be available for the sale of the
         Registrable Shares in accordance with the intended method or methods of
         distribution thereof and use its best efforts to cause such
         registration statement to become effective and keep such registration
         statement effective in accordance with this Section 5.2;

                  (2) prepare and file with the SEC such amendments and
         post-effective amendments to the registration statement as may be
         necessary to keep the registration effective until all such Registrable
         Shares are sold; cause the prospectus to be supplemented by any
         required prospectus supplement, and as so supplemented to be filed
         pursuant to Rule 424 under the Securities Act; and comply with the
         provisions of the Securities Act with respect to the disposition of all
         securities covered by such registration statement during the applicable
         period in accordance with the intended method or methods of
         distribution by the sellers thereof as set forth in such registration
         statement or supplement to the prospectus; provided, however that the
         Company may, from time to time, request that the holders of the
         Registrable Shares immediately discontinue the disposition of the
         Registrable Shares if the Company determines, in the good faith
         exercise of its reasonable business judgment, that the offering and
         disposition of the Registrable Shares could materially interfere with
         bona fide financing, acquisition or other material business plans of
         the Company or would require disclosure of non-public information, the
         premature disclosure of which could materially adversely affect the
         Company (it being acknowledged that the Company is not required to
         disclose in such request any such transaction, plan or non-public
         information), so long as the Company promptly after the disclosure of
         such transaction, plan or non-public information complies with this
         section (d)(2);

<PAGE>

                  (3) notify the holders of the Registrable Shares and the
         underwriter, if any, promptly, and (if requested by any such person)
         confirm such advice in writing, (A) when the prospectus or any
         prospectus supplement or post-effective amendment has been filed, and,
         with respect to the registration statement or any post-effective
         amendment thereto, when the same has become effective, (B) of any
         request by the SEC for amendments or supplements to the registration
         statement or the prospectus or for additional information, (C) of the
         issuance by the SEC of any stop order suspending the effectiveness of
         the registration statement or the initiation of any proceedings for
         that purpose, (D) of the receipt by the Company of any notification
         with respect to the suspension of the qualification of the Registrable
         Shares for sale in any jurisdiction or the initiation of any
         proceedings for such purpose and (E) subject to the proviso below, of
         the happening of any event as a result of which the prospectus included
         in such registration statement, as then in effect, includes an untrue
         statement of a material fact or omits to state a material fact required
         to be stated therein or necessary to make the statements therein not
         misleading in light of the circumstances then existing and, subject to
         section (d)(2) above, at the request of any such person, prepare and
         furnish to such person a reasonable number of copies of a supplement to
         or an amendment of such prospectus as may be necessary so that, as
         thereafter delivered to the purchasers of such shares, such prospectus
         shall not include an untrue statement of a material fact or omit to
         state a material fact required to be stated therein or necessary to
         make the statements therein not misleading in light of the
         circumstances then existing; provided, however, the Company need not
         disclose the event if it otherwise has not disclosed such event to the
         public;

                  (4) if requested by the underwriter or the holders of the
         Registrable Shares, promptly incorporate in a prospectus supplement or
         post-effective amendment such information as the underwriter and the
         holders of the Registrable Shares agree should be included therein
         relating to the plan of distribution with respect to such Registrable
         Shares, including, without limitation, the purchase price being paid
         therefor by such underwriters and with respect to any other terms of
         the underwritten offering of the Registrable Shares to be sold in such
         offering; and make all required filings of such prospectus supplements
         or post-effective amendments as soon as notified of the matters to be
         incorporated in such prospectus supplements or post-effective
         amendments;

<PAGE>

                  (5) deliver to the holders of the Registrable Shares and the
         underwriters, if any, without charge, as many copies of the prospectus
         (including each preliminary prospectus) in conformity with the
         requirement of the Securities Act and any amendments or supplements
         thereto as such persons may reasonably request and such other documents
         as they may reasonably request to facilitate the prior sale or other
         disposition of such Registrable Shares;

                  (6) prior to any public offering of Registrable Shares,
         register or qualify or cooperate with the holders of the Registrable
         Shares, or the underwriters, if any, in connection with the
         registration or qualification of such Registrable Shares for offer and
         sale under the securities or blue sky laws of such jurisdictions as the
         holders of the Registrable Shares or underwriters, if any, reasonably
         requests in writing and do any and all other acts or things necessary
         or advisable to enable the disposition in such jurisdictions of the
         Registrable Shares covered by the registration statement; provided,
         however, that the Company shall not be required to qualify to do
         business in any jurisdiction where it is not then so qualified or to
         take any action that would subject it to general service of process in
         any such jurisdiction where it is not then so subject or would subject
         the Company to any tax in any such jurisdiction where it is not then so
         subject; and

                  (7) with a view to making available the benefits of certain
         rules and regulations of the SEC which may at any time permit the sale
         of Registrable Shares to the public without registration, during such
         time as a public market exists for its equity securities, the Company
         agrees to:

                           (A) make and keep public information available, as
                  those terms are understood and defined in Rule 144 under the
                  Securities Act, at all times after the effective date of the
                  first registration under the Securities Act filed by the
                  Company for an offering of its equity securities to the
                  general public;

                           (B) use its best efforts to file with the SEC in a
                  timely manner all reports and other documents required of the
                  Company under the Securities Act and the Securities Exchange
                  Act of 1934, as amended (the "Exchange Act")(at any time after
                  it has become subject to such reporting requirements); and

                           (C) furnish to the holders of the Registrable Shares
                  forthwith upon the holders of the Registrable Shares' request
                  a written statement by the Company as to the Company's
                  compliance with the reporting requirements of said Rule 144,
                  and of the Securities Act and the Exchange Act, a copy of the
                  most recent annual or quarterly report of the Company and such
                  other reports and documents of the Company as the holders of
                  the Registrable Shares may reasonably request in availing
                  itself of any rule or regulation of the SEC allowing a holder
                  to sell any such securities without registration.

<PAGE>

         (e) Notwithstanding the provisions of this Section 5 to the contrary
the Company:

              (i) may require the holders of the Registrable Shares to furnish
to the Company such information regarding the distribution of such securities as
the Company may from time to time reasonably request in writing, and the Company
may limit such registration rights to situations where a proposed distribution
of Registrable Shares is to be effected forthwith upon the effectiveness of the
registration statement; and

              (ii) The undersigned will covenant that the holders of the
Registrable Shares has not taken, and will not take, directly, or indirectly,
any action designed, or which might reasonably be expected, to cause or result
in, under the Securities Exchange Act or otherwise, or which has caused or
resulted in, stabilization or manipulation of the price of any security of the
Company to facilitate the sale or resale of the Registrable Shares.

         (f) Indemnification.

         (i) In the event of a registration or qualification of any Registrable
Shares under the Securities Act pursuant to the provisions of this Section 5,
the Company shall indemnify and hold harmless the holders of the Registrable
Shares, the officers and directors of the holders of the Registrable Shares and
each director or officer of any person or entity who controls the holders of the
Registrable Shares, each underwriter of such Registrable Shares and each other
person or entity who controls the holders of the Registrable Shares or such
underwriter within the meaning of the Securities Act (collectively, the
"Indemnitees"), from and against any and all losses, claims, damages or
liabilities, joint or several, to which any of the Indemnitees, joint or
several, may become subject under the Securities Act or the applicable
securities laws or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon (x)
any untrue statement or alleged untrue statement of any material fact contained
in any registration statement under which such Registrable Shares were
registered or qualified under the Securities Act, or any amendment or supplement
thereto, any preliminary prospectus or final prospectus contained therein, or
any supplement thereto, or any document prepared and/or furnished to the holders
of the Registrable Shares incident to the registration or qualification on any
Registrable Shares, or (y) the omission or alleged omission to state in any
registration statement a material fact required to be stated therein or
necessary to make the statements therein not misleading or, with respect to any
prospectus, necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, or (z) any violation
by the Company of the Securities Act or state securities or "blue sky" laws
applicable to the Company and relating to action or inaction required of the
Company, in connection with such registration or qualification under such state
securities or "blue sky" laws, and in each case shall reimburse the Indemnitees
for any legal or other expenses reasonably incurred by such Indemnitees in
connection with investigating or defending any such loss, claim, damage or
liability (or action in respect thereof); provided, however, that the Company
shall not be liable in any such case to the extent that any such loss, claim,
damage or liability (or action in respect thereof) arises out of or is based
upon an untrue statement or alleged untrue statement or omission or alleged
omission made in such registration statement in reliance upon and in conformity
with information furnished to the Company through an instrument duly executed by
such Indemnitees; and provided further, that the Company shall not be liable in
any such case to the extent that any such loss, claim, damage or liability (or
action in respect thereof) arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission in such registration
statement, which untrue statement or alleged untrue statement or omission or
alleged omission is completely corrected in an amendment or supplement to the
registration statement and such the Indemnitee thereafter fails to deliver or
cause to be delivered such registration statement as so amended or supplemented
prior to or concurrently with the sale of the Registrable Shares to the person
asserting such loss, claim, damage or liability (or actions in respect thereof)
or expense after the Company has furnished the holders of the Registrable Shares
with the same.

<PAGE>

         (ii) In the event of the registration or qualification of any
Registrable Shares under the Securities Act pursuant to the provisions of this
Section 5, the holders of the Registrable Shares severally and not jointly shall
indemnify and hold harmless the Company, each person who controls the Company
within the meaning of the Securities Act, each officer and director of the
Company and any other selling holder from and against any losses, claims,
damages or liabilities to which the Company, such controlling person, any such
officer or director or any other selling holder may become subject under the
Securities Act or the applicable securities laws or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon (x) any untrue statement or alleged untrue statement of any
material fact contained in any registration statement under which such
Registrable Shares were registered or qualified under the Securities Act, or any
amendment or supplement thereto, or (y) the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, which untrue statement or alleged untrue
statement or omission or alleged omission was made therein in reliance upon and
in conformity with written information furnished to the Company through an
instrument duly executed by the holders of the Registrable Shares specifically
for use in preparation thereof, and in each case shall reimburse the Company,
such controlling person, each such officer or director and any other selling
holder for any legal or other expenses reasonably incurred by them in connection
with investigating or defending any such loss, claim, damage or liability (or
action in respect thereof).

         (iii) Promptly after receipt by a person entitled to indemnification
under this section (g) (an "Indemnified Party") of notice of the commencement of
any action or claim relating to any registration statement filed under the
provisions of this Section 5 or as to which indemnity may be sought hereunder,
such Indemnified Party shall, if a claim for indemnification hereunder in
respect thereof is to be made against any other party hereto (an "Indemnifying
Party"), give written notice to such Indemnifying Party of the commencement of
such action or claim, but the omission so to notify the Indemnifying Party will
not relieve such person from any liability that such person may have to any
Indemnified Party otherwise than pursuant to the provisions of this section (f)
and shall also not relieve the Indemnifying Party of such party's obligations
under this section (f), except to the extent that the omission so to notify
results in the Indemnifying Party being damaged solely as a result of the
failure to give timely notice. In case any such action is brought against an
Indemnified Party, and such party notifies an Indemnifying Party of the
commencement thereof, the Indemnifying Party shall be entitled (at such party's
own expense) to participate in and, to the extent that the Indemnifying Party
may wish, jointly with any other Indemnifying Party similarly notified, to
assume the defense, with counsel satisfactory to such Indemnified Party, of such
action and/or to settle such action and, after notice from the Indemnifying
Party to such Indemnified Party of its election so to assume the defense
thereof, the Indemnifying Party shall not be liable to such Indemnified Party
for any legal or other expenses subsequently incurred by such Indemnified Party
in connection with the defense thereof, other than the reasonable cost of
investigation; provided, however, that no Indemnifying Party and no Indemnified
Party shall enter into any settlement agreement that would impose any liability
on such other party or parties without the prior written consent of such other
party or parties, unless such other party or parties are fully indemnified to
such party's satisfaction, as the case may be, against any such liability.

<PAGE>

         (iv) If for any reason the indemnification provided for in this Section
5 is unavailable to an Indemnified Party or is insufficient to hold it harmless
as contemplated by this Section 5, then the Indemnifying Party shall contribute
to the amount paid or payable by the Indemnified Party as a result of such loss,
claim, damage, liability or action in such proportion as is appropriate to
reflect to only the relative benefits received by the Indemnified Party and the
Indemnifying Party, but also the relative fault of the Indemnified Party and the
Indemnifying Party, as well as any other relevant equitable considerations. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.

6.       TAXES.

         The Company will pay all taxes (other than taxes based upon income) and
other governmental charges that may be imposed with respect to the issue or
delivery of shares of Common Stock upon exercise of this warrant, excluding any
tax or other charge imposed in connection with any transfer involved in the
issue and delivery of shares of Common Stock in a name other that in which this
warrant was registered.

7.       CLOSING OF BOOKS.

         The Company will at no time close its transfer books against the
transfer of any warrant or of any shares of Common Stock issued or issuable upon
the exercise of any warrant in any manner that interferes with the timely
exercise of this warrant.

8.       NO VOTING OR DIVIDEND RIGHTS; LIMITATION OF LIABILITY.

         Nothing contained in this warrant will be construed as conferring upon
the Holder the right to vote or to consent or to receive notice as a shareholder
of the Company or any other matters or any rights whatsoever as a shareholder of
the Company. No dividends or interest will be payable or accrued in respect of
this warrant or the interest represented hereby or the shares purchasable
hereunder until, and only to the extent that, this warrant has been exercised.

<PAGE>

9.       WARRANTS TRANSFERABLE.

         Subject to compliance with applicable Federal and state securities laws
and the restrictions imposed by any other written agreement between the Holder
and the Company, this warrant and all rights hereunder are transferable, in
whole or in part, without charge to the Holder (except for transfer taxes), upon
surrender of this warrant properly endorsed and in compliance with the
provisions of this warrant.

10.      MODIFICATION AND WAIVER.

         This warrant and any provision hereof may be changed, waived,
discharged or terminated only by an instrument in writing signed by the party
against which enforcement of the same is sought.

11.      NOTICES.

         Any notice required by the provisions of this warrant will be in
writing and will be deemed effectively given: (a) upon personal delivery to the
party to be notified; (b) when sent by confirmed telex or facsimile if sent
during normal business hours of the recipient; if not, then on the next business
day; (c) five (5) days after having been sent by registered or certified mail,
return receipt requested, postage prepaid; or (d) one (1) day after deposit with
a nationally recognized overnight courier, specifying next day delivery, with
written verification of receipt. All notices will be addressed to the Holder at
the address of the Holder appearing on the books of the Company.


12.      LOST WARRANTS.

         The Company represents and warrants to the Holder that upon receipt of
evidence reasonably satisfactory to the Company of the loss, theft, destruction,
or mutilation of this warrant and, in the case of any such loss, theft or
destruction, upon receipt of an indemnity reasonably satisfactory to the
Company, or in the case of any such mutilation upon surrender and cancellation
of such warrant, the Company, at its expense, will make and deliver a new
warrant, of like tenor, in lieu of the lost, stolen, destroyed or mutilated
warrant.

13.      FRACTIONAL SHARES.

         No fractional shares of Common Stock will be issued upon exercise of
this warrant. If the conversion would result in the issuance of any fractional
share, the Company will, in lieu of issuing any fractional share, pay cash equal
to the product of such fraction multiplied by the closing bid price of the
Company's Common Stock on the date of conversion.


<PAGE>

14.      GOVERNING LAW.

         This warrant will be construed and enforced in accordance with, and the
rights of the parties will be governed by, the laws of the State of New York
without regard to conflict of laws principles.

         The Company has executed this warrant as of this __ day of May, 2002.


                                          mPhase Technologies, Inc


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


<PAGE>

                              EXHIBIT A TO WARRANT

                                SUBSCRIPTION FORM

                                                     Date: _____________________

mPhase Technologies, Inc
587 Connecticut Avenue
Norwalk, Connecticut 06854.1711
Attn: President

Ladies and Gentlemen:


         The undersigned hereby elects to exercise the warrant issued to it by
mPhase Technologies, Inc.(the "Company") dated as of March , 2002 and to
purchase thereunder ____________________ (_________) shares of the Common Stock
of the Company at a purchase price of _________________ ($_________) per Share,
for an aggregate purchase price of _____________________ ($___________) (the
"Purchase Price").

         Pursuant to the terms of the warrant the undersigned has delivered the
Purchase Price herewith in full in cash or by certified check or wire transfer.



                                      Very truly yours,


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

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

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