MPhase Technologies Inc.: Exhibit 10.33 - Prepared by TNT Filings Inc.




  







Latens Systems Limited 

1-3 Upper Crescent

Belfast

County Antrim

BT7 1NT

Northern Ireland 

Tel: +44 (0)28 90 571500 

Fax: +44 (0)28 90 571501 

Web-site: www.latens.com 

January 23, 2007 

Mary K. Whelan 

Executive Vice President 

Marketing, Channel Development and Communications 

mPhase Technologies, Inc. 

150 Clove Road, 11th Floor 

Little Falls, NJ 07424 

Dear Ms. Whelan: 


Memorandum of Understanding ("MOU") 


We refer to our current partnership agreement dated November
15, 2005 in relation to the licensing and provision by Latens Systems Limited (LATENS)
of its Foundation Conditional Access System (FCAS) to allow mPhase Technologies
to deliver their TV+TM platform to its customers. The system will conditionally
decrypt Live and On-demand television services, by means of security protocol
and entitlement keys provided by a LATENS FCAS system. 

In order to formalise this relationship, LATENS would like to
define the terms and conditions of service and licencing that mPhase will in
turn present to its customers. 

It is expected that LATENS and mPhase Technologies will enter
into a formal Agreement to agree the terms of supply within 1 month from the
signed date of this letter (the "Definitive Agreement"). 

This MOU confirms mPhase Technologies’ commitment to use LATENS’ products and the basic commercial terms agreed to enable both Parties to
start work on customer projects. 

	
    1. 
	
    The agreed basic terms and conditions
    of any such purchase are: 
	 	 	 
	 	(i)
    	
    LATENS
    will supply its FCAS System as per agreed design and requirement for the
    mPhase Technologies customer. mPhase Technologies or its representative will
    be responsible for providing the required hardware that has been defined as
    part of the project plan. 




 



	 	 
	
    	
    mPhase Technologies - MoU, 23/01/2007 
    




 




    	 	(ii)
    	
    LATENS
    will provide its software and software licences to enable the system to
    operate as per agreed functionality. Additional requirements from mPhase
    Technologies or their customers for new features will be discussed between
    the parties and may be subject to charges from LATENS. 




    	 	 	
     




    	 	(iii)	
    
    INSTALLATION – LATENS recommends the use of its professional services in
    order to provide the installation of its system at the customer site. LATENS
    will provide these services at an agreed discounted rate to mPhase
    Technologies. LATENS will provide quotation for this in advance of the
    installation date and mPhase Technologies will then issue a purchase order
    to cover costs. Any additional costs that are not attributed to LATENS in
    order to complete the installation and acceptance will be borne by mPhase
    Technologies. 




    	 	 	
     

	 	(iv)	
    SUPPORT –
    mPhase Technologies or its representatives will provide 1st line
    system support to the customer and where applicable will refer any LATENS
    related issues using agreed and defined support procedures. (v) TRAINING –
    LATENS will provide a multi-skilled Project Manager to perform the customer
    training on-site at agreed discounted rates. (vi) LICENCES – When additional
    client licences or headend upgrades are required LATENS will notify mPhase
    Technologies accordingly. The costs due for the licence upgrades are claimed
    by mPhase Technologies and then issued as a purchase order to LATENS. 
    

	 	 	
     

	2.	
    
    PURCHASE ORDERS – following signature
    by both parties to this MOU mPhase Technologies shall issue LATENS with
    formal purchase orders for the supply of its software and which shall
    incorporate the terms of this MOU unless or until the terms of this MOU are
    superseded by the terms of the Definitive Agreement. 

	 	
     

	3.	
    
    TERM – the parties shall use all
    reasonable endeavours to conclude the Definitive Agreement as to the terms
    and conditions of the supply of the equipment and the installation and
    integration services by 4 weeks from the signed date of this letter. 
    

	 	
     

	4.	
    
    DELIVERY DATES – LATENS shall use
    reasonable endeavours to meet the key delivery dates identified in the
    Statement of Work (SOW) and project plan to be agreed upon by both parties.
    

	 	
     

	5. 
    	
    
    PAYMENT – it is agreed that the
    payment terms in respect of the software, installation & training services
    shall be as follows: 

	 	
     

	 	(i) 
    	
    Latens
    charge is payable within 30 days of invoice 

	 	 	
     

	 	(ii)
    	
    In the
    event that delivery or integration/acceptance tests cannot occur within 30
    days of the relevant milestone dates for reasons which are not attributable
    to Latens the payment linked to such milestone shall become
    due and payable on the expiry of the 30 day period subject to Latens giving
    you notice of the delay. 



2



	 	 
	
    	
    mPhase Technologies - MoU, 23/01/2007 
    




 

	6. 
    	
    
    VARIATIONS – any additional work not identified in the SOW or any changes to
    the Equipment ordered shall be subject to both Parties agreeing that the
    same are feasible and to a written change request signed by each party which
    shall identify any changes to price, performance and timescales. 
    

	 	
     

	7. 
    	
    
    INTEGRATION/ACCEPTANCE TESTS – Integration/Acceptance tests shall be
    conducted in accordance with test plans produced by LATENS and agreed by
    mPhase Technologies. Any defects from specification identified during
    acceptance testing which would not prevent the Equipment being put into
    operation shall be recorded in the Acceptance Test document and shall not
    entitle mPhase Technologies to delay making the payment of the relevant
    payment installment. 




Duly authorised representatives of each party have signed this MOU below in
order to indicate their acceptance of its terms. 


	 	 
	Agreed for and on
    behalf of	Agreed for and on
    behalf of
	Latens Systems Ltd	mPhase Technologies,
    Inc.
	 	 
	 	 
	 	 
	Signed:	Signed:
	           
    	           
    
	Name: A. Mathieson	Name:  
    Martin S. Smiley
	 	 
	 	 
	Title: Director	Title: CFO &
    General Counsel,
	 	        Sr. Exec. Vice
    President
	 	 
	Date: Jan 23rd
    2007	Date:
    


 

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