Exhibit 10.48



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AFFIDAVIT FOR CONFESSION OF JUDGMENT

STATE OF CONNECTICUT 
  COUNTY OF FAIRFIELD


ST. GEORGE INVESTMENTS, LLC 
                                                           
Plaintiff,



Affidavit For Confession 
of Judgment

mPHASE TECHNOLOGIES, INC. 
                                                         
Defendant.

Martin Smiley, being duly sworn, deposes and says:

1.

That I am the
General Counsel of the Defendant in this action, with an address located at 587
Connecticut Avenue, Norwalk, CT 06854.

2.

That the
Defendant hereby confesses judgment in this court in favor of the Plaintiff, St.
George Investments LLC, in the sum of five hundred fifty thousand (550,000)
Dollars and 0 / 100, together with the interest from the 28th day of
February, 2008, plus costs and disbursements, and do hereby authorize the
Plaintiff or assigns to enter judgment for said amount in any court of
appropriate jurisdiction.

3.

That this
confession of judgment is for a debt justly due or to become due to Plaintiff
arising out of the following facts: Note executed by the Defendant on the 28th
day of February, 2008.

MPHASE TECHNOLOGIES, INC.

Name: ___________________ 
Title: ____________________

Sworn to before me this _____ day of February, 2008

______________________________________
NOTARY PUBLIC

---

Closing Checklist
$550,000 Convertible Note Financing 
mPhase Technologies, Inc. 
and Chicago Venture Partners

1.

Securities Purchase Agreement

2.

Promissory Note

3.

Joint Escrow Instructions

4.

Opinion of Counsel

5.

Company Disclosure

6.

SEC Public Documents

7.

Confession of Adjustment (Needs
to be Notarized)

8.

Wire Transfer Instructions

9.

Board of Directors Resolutions

---

February 26, 2008

Jeff Manger 
Jersey Transfer & Trust
201 Bloomfield Avenue 
Verona, NJ 07044

Dear Jeff:

I am the General Counsel of mPhase Technologies, Inc
("mPhase"). Please consider this letter my instruction that you issue restricted
shares (the "Shares") of common stock and warrants of mPhase, stated value $.01
per share, to the persons set forth on Schedule A.

The Shares are restricted securities and may not be sold,
transferred, assigned, pledged or hypothecated unless registered under the
Securities Act of 1933, as amended and in conformance with applicable state law,
or with an exemption therefrom. Therefore the certificate representing the
Shares and Warrants may only be issued by you if they are marked with a legend
in substantially the following form:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE 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") HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT AND
UNDER THE PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS.

Please send the certificate representing the Shares by
overnight mail to the persons set forth in Schedule A.

If you have any questions, please call me at (203) 831

Very truly yours,

Martin S. Smiley 
General Counsel

---

Schedule A

|Name                        | Number of Shares | Address               
|--------------------------- | ---------------- | ----------------------
|                            |                  |                       
|St George Investments, LLC. | 3,000,000        | SAMUEL M. KRIEGER,ESQ.
|                            |                  | Krieger & Prager LLP  
|                            |                  | 39 Broadway, Suite 920
|                            |                  | New York, NY 10006    
|                            |                  |                       
|                            |                  | Tel: (212) 363-2900   

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SCHEDULE A

Current

Litigation

MagPie Telecom Insiders, Inc., A Colorado corporation PLAINTIFF(S)

VS. mPhase Technologies, Inc.,

Civil Action filed in the United States District Court for the District of
Colorado on the 9th day of November 2007.



DESCRIPTION: Dispute with software vendor under a Software Development
Agreement dated as of September 1, 2004 for the amount of $679,969  various
defenses and counterclaims have been asserted by mPhase Technologies., Inc.

---

CONVERTIBLE DEBENTURE 
AND RESTRICTED SHARES OF COMMON STOCK 
ACQUISITION BY CASH 
TERM SHEET PROPOSAL 
FEBRUARY 26, 2008



|Company:               |       | mPhase Technologies, Inc., a New Jersey
    corporation ("Company'').                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|---------------------- | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Investor:              |       | St. George Investments, LLC, a Nevada limited
    liability company, or an affiliate thereof ("Investor").                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Type of Financing:     |       | 1 tranche of 7.50% Convertible
    Debenture and 3 million restricted shares of Common Stock ("Restricted
    Stock"). Interest only, on the Convertible Debenture, shall be payable
    semi-annually, in arrears, commencing 180 days after the Closing Date.
    Principal outstanding plus any accrued interest shall be due 4 years from
    Funding Date. The Convertible Debenture and Restricted Stock are paid for by
    a cash payment of $500,000 (the "Purchase Price"), which Purchase Price
    shall be allocated as $20,000 for the Restricted Stock and $480,000 for the
    Convertible Debenture. Payment of $550,000 in principal, plus accrued and
    unpaid interest, is due at maturity.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Purpose:               |       | Working capital.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Conversion:            |       | The Convertible Debenture is
    convertible into Common Stock at any time or from time to time by Investor
    at 75% of the Volume Weighted Average Price ("VWAP") of 3 of the 20 prior
    trading days (which need not be consecutive). Any portion of a Convertible
    Debenture that is converted must have been fully paid prior to conversion
    thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Debenture Prepayments: |       | The Company may prepay, in
    cash, in whole or in part, the Debenture at a cost equal to 110% of the
    then-outstanding principal amount plus accrued interest; provided, however,
    that Investor shall have the right to convert all or any portion of the
    Debenture prior to such prepayment into the Company Common Stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Ownership Limitation:  |       | In no event may Investor own
    more than 4.99% of the outstanding voting securities of Company. This
    limitation applies to the conversion of Convertible Debentures, as well as
    foreclosure of collateral.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Events of Default:     |       | The occurrence of certain events will cause an
    Event of Default to occur. Those events include without limitation:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                       | (i)   | Non-payment of amounts owed on
    Secured Debentures, other defaults on transaction documents,
    misrepresentations or breaches of covenants,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                       | (ii)  | Judgments against Company, or defaults on
    obligations, in amount of at least $250,000,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                       | (iii) | Failure of Company to continue
    to maintain its status as a reporting company or to timely file all reports
    required to be filed by it with the SEC pursuant to Section 13 or 15(d) of
    the Securities Exchange Act of 1934, or otherwise required by the Securities
    Exchange Act of 1934, or inability of Investor to be permitted to sell
    shares of Restricted Stock pursuant to Rule 144 from and after the date that
    is 6 months following the Closing Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                       | (iv)  | Halt or suspension of trading in Common Stock,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                       | (v)   | Failure of the 10-day average dollar volume of
    shares of Common Stock to be at least $25,000, or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                       | (vi)  | Bankruptcy or insolvency.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                       |       | Upon occurrence of an Event of Default,
    110% of the principal amount then outstanding with respect to the Secured
    Debenture, together with any accrued and unpaid interest thereon and any
    other amounts owing, will be immediately due and payable in cash. Upon
    occurrence of an Event of Default of the type described in section (iii)
    above, Company immediately will issue to Investor an additional 10 million
    shares of Common Stock. In addition, following occurrence of an Event of
    Default, penalty interest of 1% per month will accrue an all amounts due and
    owing by Company until paid. Following occurrence of an Event of Default,
    Investor has the right, but not the obligation, to receive payment in shares
    of Common Stock of Company at the then-market price, calculated at the
    lowest Volume Weighted Average Price for the 20 trading days prior to the
    date on which Investor shall make such request.
    All such amounts will be applied first to
    any unpaid costs, interest and principal outstanding on any outstanding
    Secured Purchase Note, and any amounts remaining owing to Investor will be
    paid to Investor in cash



---



|Closings:                |       | The Closing and Funding of the Debenture must occur not
    later than the close of business on Friday, February 29, 2008, subject to
    satisfaction of the following three conditions:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|------------------------ | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                         |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                         | (i)   | Mutual agreement and execution of all
    definitive documentation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                         | (ii)  | Due Diligence by Investor of Company
    which shall be satisfactory to Investor and its counsel, in its sole
    discretion.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                         | (iii) | No material adverse change in the
    condition or prospects of Company prior to closing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                         |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Registration
    Rights: |       | None.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                         |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Fees/ Expenses:          |       | Company shall pay Investors legal and
    other fees and expenses of $20,000 at closing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                         |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                         |       | This Term Sheet has been prepared for
    discussion purposes only between Investor and Company. It is an indication
    of interest only, not an offer to sell or buy securities, and is non-binding
    on the parties pending execution of a definitive agreement. The information
    contained herein is confidential and intended only for the person and his or
    her advisors to whom this memorandum is furnished.
    The parties hereby acknowledge their
    mutual consent to the above terms and their intention to negotiate in good
    faith the contemplated transaction. This Term Sheet will be considered null
    and void if it is not executed by both parties by the close of business 7
    business days after the date hereof.







|Name:  | Date |  | Name:  | Date
|------ | ---- |  | ------ | ----
|Title: |      |  | Title: |     

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