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EXHIBIT 10.22

Amendment #2

DEVELOPMENT AGREEMENT between LUCENT TECHNOLOGIES INC. and**mPHASE TECHNOLOGIES, INC. effective as of February 5,2004 ("agreement") relating to Micro-Power Source Cells Fabricating UsingNanotextured Superhydrophobic Materials and as amended by an amendmenteffective as of February 6, 2004.**
The Parties agree to *append*to the Statement of Work,Appendix B1-Deveiopment Activities, of the Agreement, additional activities forthe annual period commencing on February 3, 2005 ("Second Year"), as follows:
**a) Introduction

This work is a continuation of work performed in 2004 for an additional 12month period. The fundamental objective is to conduct research relating to aprimary cell whose liquid electrolyte contacts dry electrodes on command. Thebattery utilizes a hydrophobic nano-structured surface to suspend theelectrolyte until "an impulse of energy (i.e. voltage, mechanical shock) causesthe electrolyte to flow onto the electrodes and produce voltage and current. 

**b) 2005 Research Overview**

Building on the knowledge obtained from previous work, Lucentwill work to construct a battery using aqueous ZnCl2/NH4CI as the electrolyteand two electrodes covered with Zn and MnO2. Once a working structure that istriggered by a pulse of voltage and supplies current to light a LED is achieved,Lucent will begin investigation of a multi-element battery structure whichrepresents the next step in the evolution of a nano-structured battery, Lucentwill continue to consider the possible use of other battery chemistries anddocument the findings. Additionally, Lucent will continue to study modifiednanostructured physical designs and document the advantages and disadvantages ofsuch designs. However to remain on the aggressive twelve month schedule toachieve a potentially manufacturable design, and live within our resources.Lucent intends to pursue one design and modify it as testing mandates. This SOWwill not cover reliability studies or a manufacturable design suitable for largevolume, high yield automated production of the nanostructured battery. 
**Lucent/mPhase Proprietary and Confidential

**c) Expected Research Milestones:

1) Lucent expects to light a visible LED usinga device developed during the first three months of effort. Once this has beendemonstrated, Lucent will endeavor to assemble a battery array composed of twoor more individual cells that can be activated independently for the purpose ofa laboratory demonstration. These cells will be connected in series or parallelto demonstrate the principal that either the battery voltage or current can beincreased on demand. Lab instruments such as voltmeters and oscilloscopes willdocument the results. 
2) During the second stage (month's four toeight) of the research, Lucent will work on a multi piece structure, whichrepresents a key element along the path to a manufacturable design. The purposeof a multi piece approach is to separate and optimize formulation of electrodesand deposition of coatings. As Lucent continues through the research cycle, theadvantageous of the multi element approach for other battery chemistries will bedocumented, 
3) In the third stage (month's nine to twelve)Lucent will continue to improve the design and concentrate on packaging, A smallnumber of non-functioning, mechanical engineering samples of nano-structuredbattery components will be supplied to mPhase. Lucent will additionally supplyseveral working cell structures (see definition in the above overview section)to mPhase. To the extent that the samples above are available earlier (thanmonth's nine to twelve) then they shall be supplied to mPhase, 
4) By mutual agreement, mPhase and Lucent in their solediscretion will engage with 3rd parties in presenting information on the nano-structuredbattery technology. 
**d) Subsequent Development Between the Parties

1.) The Parties acknowledge that the length oftime and resources needed to successfully complete Development Projects and tobring a product to market of the type contemplated by this Agreement, isdifficult to predict with precision. However, it is contemplated that workrelating to Micro-Power Source Arrays Fabricating Using Nanatextured,Superhydrophobic Materials will take a total of at least three (3) years, sothat at least one additional Development Project will be anticipated.Accordingly, within sixty (SO) days prior to the scheduled completion date ofthe current Development Project, the Parties will negotiate in good faithwritten extensions to the current Development Project and in which further workwould be beneficial to the Parties, provided that this Agreement has not beenterminated under the provisions of Article III of the contract. 
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**Lucent/mPhase Proprietary and Confidential

The Parties agree to *append*to the Statement of Work!Appendix B2-Cost of Development, for the activities related to Item 1 above, asfollows: 
a) Coat of Development Project for the Second Year 
1) The total cost for the Second Year  Development Project to be paid by Company to Lucent is One Million Two Hundred  Thousand (US$1,200,000.00) US Dollars. 
2) Payment will be made by Company to Lucent in  installments, that are non-refundable, as follows; 

(a) an initial payment of $100,000 United    States Dollars upon signing of this Amendment #2 

(b) Provided that the Agreement is not    terminated pursuant to Section 3.01, eleven (11) additional installments    each of One Hundred Thousand (US$100,000) United States Dollars, beginning    with the month of March, 2005 and ending with the month of January, 2006.    
(c) Each of these eleven installments will    be invoiced by Lucent as of the first of the month beginning March 1, 2005    and ending on January 1, 2006. Company shall pay all invoices rendered by    Lucent, in U.S. dollars, within 60 days after issue date thereof, pursuant    to Section 5,13 of the Agreement, Notwithstanding the foregoing, payments to    Lucent shall be made within 60 days following the end of the month in which    the work was performed, even if Lucent falls to render an invoice, If the    payments are made after 60 days for more than 2 times during the eleven    installment periods, then Lucent has the option to provide written notice    that it is terminating the Agreement. 
b) Capital Equipment Costs 

Over the course of the Development Project forthe Second Year, new hardware and software equipment may need to be required tosupport the Development. Any capital purchases made to support the DevelopmentProject and charged to Company, must be pre-approved in writing by Company,mPhase will own this capital equipment, but agrees to sell the equipment back toLucent at market value at the termination of the Agreement, if Lucent wishes toretain said equipment. 
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**Lucent/mPhase Proprietary and Confidential

The Parties agree to *replace*the Statementof Work, Appendix 83-Royalties, Sections B1 and B2V with the following; 

Section B1 In consideration for trie licensesgranted by Lucent to Company pursuant to Sections 2.04(a) and 2.Q5(a) of theAgreement, Company agrees to pay to Lucent a royalty as follows: 
(a) The greater, of (i) or (ii): 
(i) Fifty (50%) percent of "net revenue"  received by Company. For the purposes of this paragraph, net revenue means the  Revenue actually received by Company from the sale or lease of Licensed  Product, less 
A) COGS (defined **as cost of materials and**direct **labor costs);**  B) 5% of Revenue, representing an assumed cost of overhead;   C) 11% of Revenue, representing sales and marketing expense, this deduction  being applicable only if Company was the entity that procured the sate; *D)*4% of Revenue representing the expense associated  with billing, this deduction being applicable only if Company was the entity  that procured the sale;   E) 2% of Revenue for returns and allowances, this deduction being applicable  only if Company was the entity that procured the sale.

In the event that the deductions set forth in  items (A) through (E) above exceed, in total, the Revenue actually received by  Company from the sale or lease of Licensed Product, no royalty for such sale  or lease of Licensed Product shall be due to Lucent under this Section (i) and  no reimbursement for costs shall be due from Lucent to Company. 
(ii) Ten (10%) percent of the Revenue actually  received by Company from the sale or lease of Licensed Product 
The royalty in this Section B1(a) (I) and (ii)shall be apportioned as follows; (i) Fifty (50%) percent 3hall be attributed tothe Patent License set forth in Section 2.04(a), and (ii) the balance shall beattributed to other licenses and rights contemplated by this Agreement, 
(b) Fifty (50%) percent of revenue actuallyreceived by Company from the licensing of jointly owned Developed Informationand Joint Inventions to each third party, less any patent license fees actuallypaid by the third party to Lucent with respect to licensing of patents owned byLucent as a result of this Agreement, which license is a result of theprovisions in Section 2.Q4(d). 
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**Lucent/mPhase Proprietary and Confidential

**Section B2 in consideration for the licenses granted byCompany to Lucent pursuant to Sections 2.04(b) and 2.05(b), Lucent agrees to payto Company a royalty 93 follows; 

(a) The greater of (i) or (ii): 

(i) Fifty (50%) percent of "net revenue"  received by Lucent, For the purposes of this paragraph, net revenue means the  Revenue actually received by Lucent from the sale or lease of Licensed Product  (excluding however, NJNC manufactured components), **less**
A) COGS (defined as cost of materials* and direct labor costs)  *Note: the cost of NJNC manufactured materials shall Be the Fair Market Value  of such materials;   B) 5% of Revenue, representing an assumed cost of overhead;   C) 11% of Revenue, representing sales and marketing expense, this deduction  being applicable **only**if Lucent was the entity that procured the sale;    D) 4% of Revenue representing 'the expense associated with billing, this  deduction being applicable only if Lucent **was**the entity that procured  the sale;   E) 2% of Revenue for returns and allowances, this deduction being applicable  only if Lucent was the entity that procured the sale. 

In the event that the deductions set forth in items (A)  through (E) above exceed, in total, the Revenue actually received by Lucent  from the sale or lease of Licensed Product, no royalty for such sale or lease  of Licensed Product shall be due to Company under this Section (i) and no  reimbursement for costs shall be due from Company to Lucent. 

(ii) Ten (10%) percent of the Revenue actually received by  Company from the sale or lease of Licensed Product 

(b) Fifty (50%) percent of revenue actually received by Lucentfrom the licensing of jointly owned Developed information, when such jointlyowned Developed Information is licensed without a license under JointInventions, or Twenty Five (25%) percent of revenue actually received by Lucentfrom the licensing of jointly owned Developed Information when such jointlyowned Developed Information is licensed concurrently with a license under JointInventions. 

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**Lucent/mPhase Proprietary and Confidential

For the purposes of clarity, no license fee shallby payable by Lucent to Company with respect to licensing Joint Inventions,whether alone or in****combination with Other patents owned or controlled!by Lucent. 
IN WITNESS WHEREOF, the Parties hereto havecaused this Amendment to be ; executed in duplicate originals by their-dulyauthorized representatives on the respective dates entered below; mPhaseTechnologies, Inc. LUCENT TECHNOLOGIES INC.mPhase Technologies, Inc.  By: */s/ David Bishop              *By: /s/ Ronald Durando                   Name: David J. Bishop              Name: Ronald A. Durando               Title: President, NJNC                Title: President                                   Date: 3/9/05                                 Date: 3/9/05                                   ******************