`EXHIBIT 10.13


                             DEVELOPMENT AGREEMENT

                                    between

                            LUCENT TECHNOLOGIES INC.

                                      and

                           MPHASE TECHNOLOGIES, INC.




                        Effective as of December 1, 2002


                     Relating to Video Services Switch (VSS)





                              DEVELOPMENT AGREEMENT

                               TABLE OF CONTENTS


ARTICLE I - DEVELOPMENT PROJECT

1.01 Scope of Development Project
1.02 Cost of Development Project

ARTICLE II - INTELLECTUAL PROPERTY

2.01 Existing Intellectual Property
2.02 Rights in Developed Information
2.03 Rights in inventions
2.04 Patent Licenses
2.05 Licenses to Technology
2.06 No Other Licenses

ARTICLE III - TERM AND TERMINATION

3.01 Termination
3.02 Survival

ARTICLE IV - PROTECTION OF INFORMATION

4.01 Lucent and Company Confidential Information
4.02 Joint Information
4.03 Exceptions to Confidentiality
4.04 Export Control

ARTICLE V - MISCELLANEOUS PROVISIONS

5.01 Compliance with Rules and Regulations and Indemnification
5.02 Agreement Prevails
5.03 Accuracy
5.04 Nothing Construed
5.05 Disclaimer
5.06 Addresses
5.07 Integration
5.08 Nonassignability
5.09 Choice of Law
5.10 Agreement Confidentiality
5.11 Dispute Resolution
5.12 Relationship Between Parties
5.13 Force Majeure



MPhase, Inc. DEVELOPMENT AGREEMENT


5.14 Headings
5.15 Waiver
5.16 Severability
5.17 Execution in Counterparts
5.18 Payments and Taxes

APPENDIX A - DEFINITION

APPENDIX B - STATEMENT OF WORK





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MPhase, Inc. DEVELOPMENT AGREEMENT


                              DEVELOPMENT AGREEMENT



THIS DEVELOPMENT AGREEMENT ("Agreement"), effective as of December 1, 2002
("Effective Date"), is made by and between Lucent Technologies Inc., a Delaware
corporation, with offices located at 600 Mountain Avenue, Murray Hill, New
Jersey 07974-0636 ("Lucent") and mPhase Technologies Inc., a New Jersey
corporation, with offices located at 587 Connecticut Avenue, Norwalk, CT 06854
("Company"). Lucent and Company are sometimes referred to herein individually as
a "Party" and collectively as the "Parties". The Parties agree as follows:'


                                    ARTICLE I
                              DEVELOPMENT PROJECT

1.01 Scope of Development Project

Lucent shall, during the Development Period, use reasonable efforts to perform
the Development Project described in the Statement of Work in Appendix B
pursuant to the schedule contained therein, and to provide the Deliverables to
Company. The Deliverables may include Technical Information, Hardware and/or
Software. Representatives for Lucent and Company shall meet as needed, either in
person or by telephone, to evaluate and discuss the progress of the Development
Project. The parties may, from time to time, agree upon additional statements of
work that will likewise be appended to and become a part of this Agreement.

1.02 Cost of Development Project


The cost of the Development Project to be paid by Company to Lucent is set forth
in Appendix B.


                                   ARTICLE II
                             INTELLECTUAL PROPERTY

2.01 Existing Intellectual Property

         Except as provided in Sections 2.04 and 2.05 below, all right, title
and interest in and to inventions, patents, works of authorship, trade secrets,
know-how or any other intellectual property existing prior to the Effective Date
of this Agreement shall remain vested in the Party which owns it immediately
prior to the Effective Date.


-------------------
* Any term in capital letters which is defined in Appendix A - Definitions shall
have the meaning specified therein.


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MPhase, Inc. DEVELOPMENT AGREEMENT

2.02 Rights in Developed Information

         (a) Except as specifically provided otherwise in this Agreement, all
information created by employees, contractors, consultants or agents of either
Party during the Development Period and as a direct result of work performed
under this Agreement, which information is necessary to enable Company to make
or have made Licensed Products, whether the information is created solely by
employees, contractors, consultants or agents of one Party or jointly by a
contribution from employees, contractors, consultants or agents of both parties,
shall be termed "Developed Information". Notwithstanding the preceding sentence,
Developed Information shall not include (a) the portion of Lucent Information
that is defined in Section 2.01 above or (b) any part of any Deliverable that is
a general purpose element having one or more uses that are independent of use in
connection with a Licensed Product; Lucent shall retain all right, title and
interest in and to both of the items (a) and (b), subject to the license set
forth in Section 2.05.

         (b) Developed Information shall be owned by Company, subject, however,
to retention by Lucent of a non-exclusive, royalty-free, world wide, perpetual
license to Lucent or its Subsidiaries to use the Developed Information (a) for
its own internal business purposes, and/or (b) in connection with products,
systems or services other than providing digital television over DSL
transmission facilities.

         (c) Nothing contained in this Agreement shall preclude either party
from including Developed Information in a patent application for a sole
invention as described in Section 2.03(a) or for a joint invention as described
in Section 2.03(b).

2.03 Rights in Inventions

         (a) Sole Inventions

         (i) All right, title and interest in and to inventions created solely
by a Party during the Development Period and arising out of the Development
Project, which inventions are not made jointly with employees, contractors,
consultants or agents of the other Party, shall remain vested in the Party which
created it.

         (ii) Either Party may file patent applications for its sole inventions,
but neither Party shall be required to file such patent applications, secure any
patent or maintain any patent.


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MPhase, Inc. DEVELOPMENT AGREEMENT

(b) Joint Inventions

         (i) For purposes of this Agreement, a Joint Invention shall mean any
invention made by one or more of Lucent's employees, contractors, consultants or
agents working on the Development Project jointly with one or more of Company's
employees, contractors, consultants or agents, which Joint Invention is first
conceived or first actually reduced to practice during the Development Project.

         (ii) The following provisions shall apply only with respect to any
Joint Invention:

         (A)      Lucent shall have the first right to file a patent application
                  in the United States on such Joint Invention and it shall
                  notify Company whether it elects to file such application
                  either before or at the time the development project is
                  complete.

         (B)      Company shall have the right to file a patent application in
                  the United States on such Joint Invention in any case in which
                  Lucent does not elect to file pursuant to Section 2.05(ii)(A)
                  hereof.

         (C)      The Party that elects to file a patent application on such
                  Joint Invention in the United States shall have the first
                  right of election to file a corresponding patent application
                  in each foreign country or, where applicable, community of
                  countries. Such Party shall notify the other Party of those
                  foreign countries, if any, in which it elects to file such
                  patent applications. The other Party shall have the right to
                  file patent applications on such Joint Inventions in all other
                  foreign countries.

         (D)      The expenses for preparing, filing and prosecuting each
                  application, and for issue of the respective patents, shall be
                  borne by the Party which prepares and files the application,
                  except that expenses associated with official patent office
                  fees, taxes, annuities and translation costs, if applicable,
                  shall be equally divided between Lucent and Company, and paid
                  as specified in Section 2.03(b)(ii)(E). The other Party shall
                  have the right to review and comment on each such application
                  prior to its filing, and shall furnish the filing Party with
                  all documents, information, or other assistance that may be
                  necessary for the preparation, filing and prosecution of each
                  such application.

         (E)      In the case of an application for patent that is filed in a
                  country that requires the translation of the application or
                  payment of taxes, maintenance fees or annuities on a pending
                  application or on an issued patent, the Party that files the
                  application shall pay such taxes, maintenance fees or
                  annuities on the pending application or the issued patent and
                  shall invoice the other Party for one-half (1/2) of all such
                  expenses, which shall be payable by the other Party within
                  thirty (30) days of the invoice.

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MPhase, Inc. DEVELOPMENT AGREEMENT


         (F)      In the event that a Party does not wish to pay its share of
                  expenses associated with a patent application or an issued
                  patent in any country as specified in Section 2.03(b)(ii)(D),
                  such Party shall notify the other Party in writing of its
                  refusal to share in such expenses, and shall assign all its
                  right, title and interest in such patent application or issued
                  patent in such country to the other Party, subject to existing
                  licenses and rights granted by such Party to third parties.
                  Concurrent with the execution by such Party of all necessary
                  documents associated with such an assignment, the other Party
                  shall grant to the Party and its Subsidiaries personal,
                  non-transferable, nonexclusive, royalty-free, licenses (with
                  no sublicensing rights) under such patent application or
                  issued patent to make, have made, use, lease, sell, offer for
                  sale and import. Such nonexclusive licenses shall be for any
                  and all products and services of the kinds furnished or used
                  in the operation of the Party's and its Subsidiaries'
                  businesses.

         (G)      Subject to the provisions of Section 2.03(b)(f)(F), the
                  Parties shall each have an equal title interest in each
                  application and patent for such Joint Inventions, with Company
                  holding an undivided one-half (1/2) interest and Lucent
                  holding an undivided one-half (1/2) interest.

         (H)      Subject to the provisions of Section 2.03(b)(ii)(F), each
                  Party shall have the right to grant nonexclusive licenses
                  under applications and patents covering such Joint Inventions,
                  and each Party hereby consents to the granting of such
                  licenses by the other Party. Each Party shall have the right
                  to retain all royalties that it receives for granting
                  licenses, without accounting therefor to the other Party.

2.04 Patent Licenses

         (a) Upon payment of the applicable fees as set forth in Appendix B and
subject to the provisions of this Agreement, Lucent hereby grants to Company a
personal, non-transferable and non-exclusive license under Lucent Patents to use
the Deliverables solely for Company's development of the Video Services Switch.

         (b) Licenses granted herein to Company are not to be construed either
(i) as consent by Lucent to any act which may be performed by Company, except to
the extent impacted by a patent licensed herein to Company, or (ii) to include
licenses to contributorily infringe or induce infringement under U.S. law or a
foreign equivalent thereof.

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MPhase, Inc. DEVELOPMENT AGREEMENT


         (c) Company hereby grants to Lucent a personal, non-transferable and
non-exclusive license under patents owned by Company by virtue of Section
2.03(a) solely to perform the Development Project and to furnish Deliverables
pursuant to this Agreement.

2.05 Licenses to Technology

         (a) Upon payment of the applicable fees as set forth in Appendix B and
subject to the provisions of this Agreement, Lucent hereby grants to Company a
personal nontransferable (except as permitted in Section 5.08) and nonexclusive,
worldwide rights to use and/or copy (a) Lucent Information and (b) any part of
any Deliverable that is a general purpose element having one or more uses that
are independent of use in connection with a Licensed Product (i) for the purpose
of conducting the Development Project, (ii) for the manufacture of Licensed
Products by Company and/or Contract Manufacturers in the factories of Company
and/or Contract Manufacturers, and (iii) for the sale of Licensed Products by
Company.

         (b) Subject to the provisions of this Agreement, Company hereby grants
to Lucent a non-exclusive, personal, royalty-free and non-transferable license
under any and all intellectual property rights owned by Company which are
necessary for performing the Development Project or furnishing Deliverables
pursuant to this Agreement.

2.06 No Other Licenses

         (a) No right is granted herein to either Party to use any
identification (such as, but not limited to, trade names, trademarks, service
marks or symbols, and abbreviations, contractions or simulations thereof) owned
by or used to identify the other Party or any of its Subsidiaries or any of its
or their products, services or organizations, and that, with respect to the
subject matter of this Agreement, each Party agrees it will not without the
express written permission of the other Party (i) use any such identification in
advertising, publicity, packaging, labeling or in any other manner to identify
itself or any of its products, services or organizations; or (ii) represent
directly or indirectly that any product, service or organization of the
receiving Party is a product, service or organization of the other Party or any
of its Subsidiaries, or that any product or service of such Party is made in
accordance with or utilizes any information of the other Party or any of its
Subsidiaries.

         (b) Except as expressly set forth herein, no other right or license is
either granted or implied by either party to the other with respect to any
technical or business information, or with respect to rights in any patents,
trademarks, copyrights, trade secrets, mask work protection rights, and other
intellectual property. Company further understands and agrees that no rights or
licenses under any third party information, software or intellectual property is
being furnished or granted by Lucent hereunder and it shall be Company's sole
responsibility to procure any such rights or licenses (even if such a right or
license is necessary to exercise the rights expressly granted herein).

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MPhase, Inc. DEVELOPMENT AGREEMENT


                                   ARTICLE III
                              TERM AND TERMINATION

3.01 Termination

(a) If a Party fails to fulfill one or more of its material obligations or fails
to perform or observe any material term or condition under this Agreement, the
other Party may, upon its election and in addition to any other remedies that it
may have, at any time terminate this Agreement by not less than thirty (30) days
written notice to the Party specifying any such breach, subject to 3.02 below
unless within the period of such notice, or such longer period as the Parties
may agree, all breaches specified therein shall have been remedied.

(b) Either Party may terminate this Agreement for convenience upon thirty (30)
days written notice to the other Party, subject to 3.02 below. Within such
thirty-day period, the Parties shall meet and agree on a commercially reasonable
wind up of the Development Project, including but not limited to delivery of
completed (or partial) deliverables, and payment to Lucent for non-refundable
costs and expenses incurred.

3.02 Survival

The rights and obligations of Lucent and Company in Sections 2.01 through 2.06,
4.01, 4,02, 4.03, 4.04, 5.09, 5.10 and 5.11), shall survive and continue after
any such termination of this Agreement.


                                   ARTICLE IV
                           PROTECTION OF INFORMATION

4.01 Lucent and Company Confidential Information

         (a) Company and Lucent agree that:

         (i)      Company will not use any of Lucent Information, and that
                  Lucent will not use any of Company Information except as
                  authorized herein;


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MPhase, Inc. DEVELOPMENT AGREEMENT



         (ii)     Company shall hold all of Lucent Information and Lucent shall
                  hold all of Company Information in confidence, and neither
                  Party shall make any disclosure of any or all of such other
                  Party's information to anyone, except to its employees,
                  contractors, consultants and agents who have a need to know,
                  and to any others to whom such disclosure may be expressly
                  authorized hereunder and is necessary to implement the use
                  authorized hereunder, and that each Party shall appropriately
                  notify each person to whom any such disclosure is made that
                  such disclosure is made in confidence and shall be kept in
                  confidence by such person, and each Party shall keep a list of
                  each person to who any such disclosure is made;

         (iii)    the receiving Party will not, without the disclosing Party's
                  express written permission, reverse engineer any of the
                  furnished Lucent Information or Company Information;

         (iv)     the receiving Party will not, without the disclosing Party's
                  express written permission, make or have made, or permit to be
                  made, more copies of any of the furnished Lucent Information
                  or Company Information than are necessary for its use
                  hereunder, and that each such copy shall contain the same
                  proprietary notices or legends that appear on the furnished
                  Lucent Information or Company Information being copied;

         (v)      all of Lucent Information shall remain the property of Lucent,
                  and upon termination of this Agreement, Company shall, at
                  Lucent's written request, immediately cease all use of Lucent
                  Information and shall, as directed by Lucent, promptly destroy
                  or deliver to Lucent each and every part specified by Lucent
                  of Lucent Information then under Company or its Subsidiaries'
                  control;

         (vi)     all of Company Information shall remain the property of
                  Company, and upon termination of this Agreement, Lucent
                  shall, at Company written request, immediately cease all use
                  of Company information and shall, as directed by Company,
                  promptly destroy or deliver to Company each and every part
                  specified by Company of Company Information then under
                  Lucent's or its Subsidiaries' control; and

         (vii)    if this Agreement is terminated by a Party for breach prior to
                  completion of the Development Project, then; (i) the
                  terminating Party may retain and use, in accordance with the
                  terms and conditions of this Agreement, Company Information or
                  Lucent Information, as appropriate, for a period of six (6)
                  months from the date of termination, and (ii) the breaching
                  Party shall, at the terminating Party's written request,
                  immediately cease all use Company Information or Lucent
                  Information, as appropriate, and shall, as directed by the
                  terminating Party, promptly destroy or deliver to the
                  terminating Party each and every part specified by the
                  terminating Party of Company Information or Lucent
                  Information, as appropriate, then under the breaching Party's
                  or its Subsidiaries' control.

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MPhase, Inc. DEVELOPMENT AGREEMENT


4.02 Joint Information

(a) Lucent will provide to Company a list of jointly developed Intellectual
Properties utilized in the jointly developed product when product development
design and testing is complete.

(b) All Joint Information, except publicly known information, shall, if in
written or other tangible form, be marked "PROPRIETARY LUCENT-mPHASE" and shall
be maintained confidential by both Parties.

(c) Any Joint Information, except publicly known information, if in intangible
form shall be reduced to a written or other tangible form within thirty (30)
days and marked accordingly.

(d) Subject to a Party's preexisting rights in any solely owned information
contained in the Joint Information, the Parties shall own the Joint Information
jointly.

(e) Each Party may use the Joint Information, royalty-free, for any purpose
subject to any provisions in this Agreement. A Party may disclose or license the
Joint Information, or any portion thereof, to a third party without the
permission of and without accounting to, the other party provided that such
third party agrees to confidentiality provisions for the Joint Information which
are not less restrictive than the provisions herein. Joint Information may be
disclosed for purposes of obtaining patent protection pursuant to the provisions
of Section 2.04(b).


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MPhase, Inc. DEVELOPMENT AGREEMENT

4.03 Exceptions to Confidentiality

Notwithstanding the provisions of Sections 4.01 or 4.02, neither Party shall be
required to restrict use and/or disclosure with respect to portions of Lucent
Information, Company Information or the Joint Information, if any:

         (i)      that are independently developed by the receiving Party,
                  solely by personnel with no access to such portions furnished
                  under this Agreement to the receiving Party;

         (ii)     that are lawfully received from another source having the
                  right to so furnish such portions without breach of this
                  Agreement;

         (iii)    that have become generally known to the public, provided that
                  such public knowledge was not the result of any breach of this
                  Agreement attributable to the receiving Party;

         (iv)     that at the time of furnishing to the receiving Party was
                  known to the receiving Party as evidenced by documentation or
                  other evidence available to the receiving Party;

         (v)      that the disclosing Party otherwise explicitly agrees in
                  writing need not be kept confidential; or

         (vi)     that is disclosed pursuant to governmental or judicial order
                  or request provided that the Party receiving such request or
                  order shall, whenever practicable, promptly notify the other
                  Party and shall reasonably cooperate with the other Party in
                  contesting such disclosure or in obtaining confidential
                  treatment of any disclosed information (at the other Party's
                  sole cost and expense).

4.04 Export Control

Each Party hereby assures the other that it will not without a license or
license exception authorized by the Bureau of Export Administration of the U.S.
Department of Commerce, Washington, D.C, 20230, United States of America, if
required:

         i)       export or release any Deliverables (Technical information or
                  Software, including source code) obtained pursuant to this
                  Agreement to a national of Country Groups D:1 or E:2 (15
                  C.F.R, Part 740, Supp, 1), Iran, Iraq, Serbia, Sudan, or
                  Syria; or

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MPhase, Inc. DEVELOPMENT AGREEMENT



         (ii)     export to Country Groups D:1 or E:2, or to Iran, Iraq, Serbia,
                  Sudan, or Syria, the direct product (including processes and
                  services) of the Technical Information or Software; or

         (iii)    if the direct product of the Technical Information is a
                  complete plant or any major component of a plant, export to
                  Country Groups D:1 or E:2, or to Iran, Iraq, Serbia, Sudan, or
                  Syria, the direct product of the plant or major component.

This assurance will be honored even after the expiration or termination of this
Agreement.


                                    ARTICLE V
                            MISCELLANEOUS PROVISIONS

5.01 Compliance with Rules and Regulations and Indemnification

(a) Company personnel shall, while on any location of Lucent in connection with
the Development Project, comply with Lucent's rules and regulations with regard
to safety and security. Lucent shall inform such personnel of such rules and
regulations. Company shall have full control over such personnel and shall be
entirely responsible for their complying with Lucent's rules and regulations.
Company agrees to indemnify and save Lucent harmless from any claims or demands,
including the costs, expenses and reasonable attorneys' fees incurred on account
thereof, that may be made by (i) anyone for injuries to persons or damage to
property to the extent they arise in connection with this Agreement and result
from the willful misconduct or negligence of Company personnel; or (ii) Company
personnel under Worker's Compensation or similar laws. Company agrees to defend
Lucent, at Lucent's request, against any such claim or demand.

(b) Lucent's personnel shall, while on any location of Company, in connection
with the Development Project, comply with Company rules and regulations with
regard to safety and security. Company shall inform such personnel of such rules
and regulations. Lucent shall have full control over such personnel and shall be
entirely responsible for their complying with Company rules and regulations.
Lucent agrees to indemnify and save Company harmless from any claims or demands,
including the costs, expenses and reasonable attorneys' fees incurred on account
thereof, that may be made by (i) anyone for injuries to persons or damage to
property to the extent they arise in connection with this Agreement and result
from the willful misconduct or negligence of Lucent's personnel; or (ii)
Lucent's personnel under Worker's Compensation or similar laws. Lucent agrees to
defend Company, at Company request, against any such claim or demand.

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MPhase, Inc. DEVELOPMENT AGREEMENT


(c) Each Party shall be solely responsible for (i) its personnel's remuneration,
travel, living and other local expenses, and (ii) payment of all federal, state,
social security and other payroll taxes in respect of its personnel, including
contributions from them when required by the law of the country or any political
subdivisions thereof in which such personnel is employed by such Party.

(d) Lucent and Company shall, at all times, each retain the administrative
supervision of their respective personnel.

(e) Lucent and Company contemplate the provision of a mutually agreed upon
reasonable amount of technical assistance or training services, some of which
may be provided in countries outside of the United States. Company shall pay all
travel and living expenses incurred by Lucent personnel in connection with such
technical assistance or training services.

5.02 Agreement Prevails

This Agreement shall prevail in the event of any conflicting terms or legends
that may appear on Lucent Information or Company Information or Joint
Information.

5.03 Accuracy

Lucent believes that Lucent Information is true and accurate, and Company
believes that Company Information is true and accurate, but neither Lucent nor
Company nor their respective Subsidiaries shall be held to any liability for
errors or omissions therein,

5.04 Nothing Construed


Neither the execution of this Agreement nor anything in it or in Lucent
information or in Company Information shall be construed as:

         (i)      an obligation upon either Party or their Subsidiaries to
                  furnish, except as expressly provided in this Agreement, any
                  assistance of any kind whatsoever, or any products or
                  information other than Company or Lucent Information or to
                  revise, supplement or elaborate upon such information; or

         (ii)     providing or implying any arrangement or understanding, except
                  to the extent set forth in this Agreement, that either Party
                  or its Subsidiaries will make any purchase or lease from, or
                  enter into any contract or other business arrangement with,
                  the other Party or its Subsidiaries.

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MPhase, Inc. DEVELOPMENT AGREEMENT

5.05 Disclaimer

         (a)      All Deliverables, Lucent Information and other information
                  furnished by Lucent under this Agreement is furnished "AS IS"
                  with all faults, latent and patent, and without any warranty
                  of any type. Notwithstanding the foregoing, mPhase and Lucent
                  shall test the Deliverables in order to determine that the
                  Deliverables are in substantial compliance with the Statement
                  of Work set forth In Appendix B.

         (b)      Lucent and its Subsidiaries take no representations or
                  warranties, express or implied. By way of example but not of
                  limitation, Lucent and its Subsidiaries make no
                  representations or warranties of merchantability or fitness
                  for a particular purpose, or that the use of Deliverables,
                  Lucent Information or other information will not infringe any
                  patent or other intellectual property right. Lucent and its
                  Subsidiaries shall not be held to any liability with respect
                  to any claim by Company or any third party on account of, or
                  arising from, the use of Deliverables, Lucent Information or
                  other information furnished hereunder.


(b) Neither Party or its Subsidiaries will under any circumstance, whether as a
result of breach of contract, breach of warranty, delay, negligence, tort or
otherwise, be liable to the other Party or to any third party for any
consequential, incidental, special, punitive or exemplary damages and/or loss of
profits or revenues of the other Party or any third party arising out of this
Agreement, whether or not the applicable Party has been advised of the
possibility of such damages.

5.06 Addresses

Any notice, or other communication hereunder shall be given sufficiently when
sent by certified mail addressed to Legal Department at Company at the address
specified above or at Lucent at the address specified above. Changes in such
address may be specified by written notice.

5.07 Integration

This Agreement sets forth the entire Agreement and understanding between the
Parties as to the subject matter hereof and merges all prior discussions and
agreements between them. Neither of the Parties shall be bound by any
warranties, understandings, modifications or representations with respect to the
subject matter hereof other than as expressly provided herein or in a writing
signed with or subsequent to the execution hereof by an authorized
representative of the Party to be bound thereby.

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MPhase, Inc. DEVELOPMENT AGREEMENT

5.08 Nonassignability

a) The Parties hereto have entered into this Agreement in contemplation of
personal performance, each by the other, and intend that the licenses and rights
granted hereunder to a Party not be extended to entities other than such Party's
Subsidiaries without the other Party's express written consent.

b) Notwithstanding Section 5.08(a), Lucent's rights, licenses, obligations,
title and interest in this Agreement may be assigned, in whole or in part, to
(i) any Subsidiary of Lucent; or (ii) any direct or indirect successor to all or
any portion of the business of Lucent or its Subsidiaries, which successor shall
thereafter be deemed substituted for Lucent as the Party hereto, effective upon
such assignment.

c) Notwithstanding Section 5.08(a), Company's rights, licenses, obligations,
title and interest in this Agreement may be assigned, in whole or in part, to
(i) any Subsidiary of Company; or (ii) any direct or indirect successor to all
or any portion of the business of Company or its Subsidiaries, which successor
shall thereafter be deemed substituted for Company as the Party hereto,
effective upon such assignment.

5.09 Choice of Law

The Parties agree that the law of the State of New York, exclusive of its
conflict of laws provisions, shall apply in any dispute or controversy arising
with respect to this Agreement.

5.10 Agreement Confidentiality

The terms, but not the existence, of this Agreement shall be treated as
confidential information by the Parties, and no Party shall disclose such terms
to any third party without the prior written consent of the other Party;
provided however, that each Party may (i) represent to third parties that such
Party is licensed as provided by this Agreement; (ii) disclose this Agreement
and its terms to potential acquirers of, investors in or lenders to such Party
(including any representatives of the parties in such transaction), or
disclosures reasonably necessary in connection with the divestiture of all or
any portion of a Party's respective businesses, provided such disclosure is made
pursuant to a written confidentiality agreement binding upon such potential
acquirer, investor or lender which contains confidentiality obligations which
are no less protective than at least the same degree of care the disclosing
Party normally exercises to protect its own proprietary information of a similar
nature; (iii) disclose this Agreement and its terms in any arbitration,
mediation or other official dispute resolution procedure pursuant to a written
confidentiality agreement binding upon the parties which contains
confidentiality obligations which are no less protective than at least the same
degree of care the disclosing Party normally exercises to protect its own
proprietary of a similar nature; and (iv) disclose this Agreement and its terms
which is requested pursuant to a judicial or governmental request, requirement
or order under law, provided that such Party provides the other Party with
sufficient prior notice in order to contest such request, requirement or order
or seek protective measures. In addition, this Section shall not prevent a Party
from making disclosures reasonably required by law or as required by a stock
exchange.

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5.11 Dispute Resolution

(a) If a dispute arises out of or relates to this Agreement, or the breach,
termination or validity thereof, the Parties agree to submit the dispute to a
sole mediator selected by the Parties or, at any time at the option of a Party,
to mediation by the American Arbitration Association ("AAA"). If not thus
resolved, it shall be referred to a sole arbitrator selected by the Parties
within thirty (30) days of the mediation, or in the absence of such selection,
to AAA arbitration before a sole arbitrator which shall be governed by the
United States Arbitration Act.

(b) Any award made (i) shall be a bare award limited to a holding for or against
a Party and affording such remedy as is deemed equitable, just and within the
scope of the agreement; (ii) shall be without findings as to issues (including
but not limited to patent validity and/or infringement) or a statement of the
reasoning on which the award rests; (iii) may in appropriate circumstances
(other than patent disputes) include injunctive relief; (iv) shall be made
within four (4) months of the appointment of the arbitrator; and (v) may be
entered in any court.

(c) The requirement for mediation and arbitration shall not be deemed a waiver
of any right of termination under this Agreement and the arbitrator is not
empowered to act or make any award other than based solely on the rights and
obligations of the Parties prior to any such termination.

(d) The arbitrator shall be knowledgeable in the legal and technical aspects of
this Agreement and shall determine issues of arbitrability but may not limit,
expand or otherwise modify the terms of this Agreement.

(e) The place of mediation and arbitration shall be New York City.

(f) Each Party shall bear its own expenses but those related to the compensation
and expenses of the mediator and arbitrator shall be borne equally.

(g) A request by a Party to a court for interim measures shall not be deemed a
waiver of the obligation to mediate and arbitrate.


                                       16


MPhase, Inc. DEVELOPMENT AGREEMENT



(h) The arbitrator shall have authority to award compensatory damages only. The
arbitrator shall have no authority to award punitive or other damages, and each
Party irrevocably waives any claim thereto.

(i) Except as required by law, the Parties, their representatives, other
participants and the mediator and arbitrator shall hold the existence, content
and result of mediation and arbitration in confidence.

5.12 Relationship Between Parties

Neither Party to this Agreement shall have the power to accept purchase orders
on behalf of the other, bind the other by any guarantee or representation that
it may give, or to incur any debts or liabilities in the name of or on behalf of
the other Party. The Parties acknowledge and agree that nothing contained in
this Agreement shall be deemed or construed to constitute or create between the
Parties hereto a partnership, association, joint venture or other agency.

5.93 Force Majeure

Neither Lucent nor Company shall be liable for any loss, damage, delay or
failure of performance resulting directly or indirectly from any cause which is
beyond its reasonable control, including but not limited to acts of God,
extraordinary traffic conditions, riots, civil disturbances, wars, states of
belligerency or acts of the public enemy, strikes, work stoppages, or the laws,
regulations, acts or failure to act of any governmental authority. In the event
that performance under this Agreement is prevented for a continuous period of
two (2) months or longer by any of the foregoing causes, either Party shall have
the right to terminate this Agreement by giving written notice to the other
Party.

5.14 Headings

Section and subsection headings contained in this Agreement are inserted for
convenience of reference only, shall not be deemed to be a part of this
Agreement for any purpose, and shall not in any way define or affect the
meaning, construction or scope of any of the provisions hereof.


                                       17


MPhase, Inc. DEVELOPMENT AGREEMENT

5.15 Waiver

Except as specifically provided for herein, the waiver from time to time by a
Party of any of their rights or their failure to exercise any remedy shall not
operate or be construed as a continuing waiver of the same or of any other of
such Party's rights or remedies provided in this Agreement.

5.16 Severabllity

If any term, covenant or condition of this Agreement or the application thereof
to any Party or circumstances shall, to any extent, be held to be invalid or
unenforceable, then the remainder of this Agreement, or the application of such
term, covenant or condition to parties or circumstances other than those as to
which it is held invalid or unenforceable, shall not be affected thereby and
each term, covenant or condition of this Agreement shall be valid and be
enforced to the fullest extent permitted by law.

5.17 Execution in Counterparts

This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original (including facsimile copies), but all of which
together shall constitute one and the same instrument.

5.18 Payments and Taxes


(a) Company shall pay all invoices rendered by Lucent, in U.S. dollars, within
fifteen (15) days after receipt thereof, to the address specified in the
invoice.

(b) Company shall bear all taxes, duties, levies and similar charges (and any
related interest and penalties), however designated, imposed as a result of the
existence or operation of this Agreement, except (i) any tax imposed upon Lucent
in a jurisdiction other than the United States if such tax is allowable as a
credit against the United States income taxes of Lucent; and (ii) any net income
tax imposed upon Lucent by the United States or any governmental entity within
the United States (the fifty (50) states and the District of Columbia). In order
for the exception contained in (i) to apply, Company must furnish Lucent with
evidence issued by the taxing authority in such jurisdiction that such tax has
been paid. The evidence must be furnished within thirty (30) days of issuance by
the taxing authority and must be sufficient to satisfy United States taxing
authorities that such tax has been paid.

(c) If Company is required to bear a tax, duty, levy or similar charge pursuant
to (a) above, Company shall pay such tax, duty, levy or similar charge and any
additional amounts as are necessary to ensure that the net amounts received by
Lucent hereunder after all such payments or withholdings equal the amounts to
which Lucent is otherwise entitled under this Agreement as if such tax, duty,
levy or similar charge did not apply.

                                       18


MPhase, Inc. DEVELOPMENT AGREEMENT

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
in duplicate originals by their duty authorized representatives on the
respective dates entered below.`

|LUCENT TECHNOLOGIES INC. | mPhase Technologies, Inc.        
|------------------------ | ---------------------------------
|                         |                                  
|By:                      | /s/ D.L. Padilla                 
|                         | -------------------              
|                         | D.L. Padilla                     
|                         | President - Intellectual Property
|                         | Business                         
|                         |                                  
|Date:                    | 2/6/03                           
|                         | -------------------              

`THIS AGREEMENT DOES NOT BIND OR OBLIGATE EITHER PARTY IN ANY
           MANNER UNLESS DULY EXECUTED BY AUTHORIZED REPRESENTATIVES
                                OF BOTH PARTIES

                                       19


MPhase, Inc. DEVELOPMENT AGREEMENT

                                   APPENDIX A
                                  DEFINITIONS

Code means Object Code and Source Code, collectively.

Company Information means informative material, software, technical information
or other information, owned by Company or any of its Subsidiaries, disclosed
hereunder by Company that is marked as "confidential" or "proprietary" at the
time of disclosure to Lucent or, if disclosed orally, is identified at the time
of disclosure as "confidential" or "proprietary" and followed by a summary in
writing provided by Company to Lucent within sixty (60) days of the original
disclosure.

Deliverables means the Deliverables identified in Appendix B.

Derivative Work shall mean (1) any work of authorship that is based, in whole or
in part, upon one or more pre-existing works (e.g., the Lucent Information or
the Deliverables), such as a revision, modification, translation, abridgment,
condensation, expansion or any other form in which such pre-existing works may
be recast, transformed or adopted and (ii) which, if prepared without
authorization of the owner of the copyright in such pre-existing work, would
constitute a copyright infringement.

Development Period means, unless otherwise mutually agreed in writing, the
period commencing on the Effective Date of this Agreement and extending until
completion of the last milestone of the Development Project unless terminated
according to the provisions of Article III.

Development Project means performance of the work set forth in the Statement of
Work in Appendix B, and the provision to Company of the Deliverables identified
in Appendix B.

Documentation means all information, whether in human and/or machine-readable
form, relating to Code, including but not limited to user manuals and materials
useful for design (for example, logic manuals, flow charts, and principles of
operation).

Joint Information means any newly developed manufacturing process information,
product, service, software, technical information or other information that is
developed while doing work specific to the Development Project by a contribution
of one or more of one Party's employees, agents or consultants jointly with one
or more of the other Party's employees, agents or consultants during the
Development Period. The term does not mean and does not include any existing
intellectual property, product or underlying information of a Party developed
prior to the Effective Date of this Agreement or during the term of this
Agreement solely by or on behalf of Lucent or Company.

Joint Invention shall have the meaning assigned in Section 2.04(b)(i) hereto.

                                       20


MPhase, Inc. DEVELOPMENT AGREEMENT


Lucent Information means informative material, Software, Technical Information
or other information, owned by Lucent or any of its Subsidiaries, disclosed
hereunder by Lucent that is marked as "confidential" or "proprietary" at the
time of disclosure to Company or, if disclosed orally, is identified at the time
of disclosure as "confidential" or "proprietary" and followed by a summary in
writing provided by Lucent to Company within sixty (60) days of the original
disclosure.

Lucent Intellectual Property shall mean, collectively, any copyright or trade
secret (but not Lucent Patents) in which Lucent, as of the Effective Date, owns
and has the right to grant any licenses of the type herein granted by Lucent,
but only to the extent of such right, and (i) which is specific to the
Deliverables as furnished hereunder and (ii) but for the licenses granted herein
is unavoidably and necessarily infringed by Customer's implementation and use of
the Deliverables.

Lucent Patent means any patent every patent (including utility models but
excluding design patents and design registrations) issued as of the Effective
Date in any country of the world, and any patent which issues from an
application which claims priority from such issued patent, which Lucent or one
of its wholly-owned Subsidiaries, as of the Effective Date, has the right to
grant any licenses of the type herein granted by Lucent, but only to the extent
of such right, and (1) which claims an invention disclosed in the Deliverables
as furnished hereunder; and (ii) but for the licenses granted herein is
unavoidably and necessarily infringed by Company's use of the Deliverables in
the form furnished hereunder.

Object Code means code in machine-readable form generated by compilation,
assembly or other translation of Source Code and contained in a medium which
permits it to be loaded into and operated on by a processor.

Software means Code and associated Documentation that is identified in Appendix
B and intended by the Parties to be included in the Deliverables.

Source Code means code in any programming language contained in any format,
including human and machine-readable formats, such code including all comments
and procedural code plus all related development documents such as, but not
limited to, flow charts, schematics, statements of principles of operations or
any other specifications.

Subsidiary of a company means a corporation or other legal entity (i) the
majority of whose shares or other securities entitled to vote for election of
directors (or other managing authority) is now or hereafter controlled by such
company either directly or indirectly; or (ii) that does not have outstanding
shares or securities but the majority of whose ownership interest representing
the right to manage such corporation or other legal entity is now or hereafter
owned and controlled by such company either directly or indirectly; but any such
corporation or other legal entity shall be deemed to be a Subsidiary of such
company only as long as such control or ownership and control exists.

                                       21


MPhase, Inc. DEVELOPMENT AGREEMENT

Technical Information means all documented informative material (excluding
patents and patent applications and excluding Code), including without
limitation, Documentation, technical memoranda, technical reports, data and
drawings of whatever kind in whatever tangible medium, specifications, tangible
know-how, processes, manuals, instructions, directories, schematics, sketches,
photographs, graphs, dies, molds, tools, tooling, samples, price lists, part
lists and descriptions, and any and all notes, analysis, compilations, studies,
summaries, and other material containing or based, in whole or in part, on any
information included in the foregoing, that is identified in Appendix B and
intended by the Parties to be included in the Deliverables.


                                       22


mPhase, Inc. DEVELOPMENT AGREEMENT

                                                             Lucent Technologies
                                                           Bell Labs Innovations

APPENDIX B

                          Video Services Switch (VSS)

                              Engineering Services
                       A Statement of Work (SOW) between
                            Lucent Technologies Inc.
                                      And
                            MPhase Technologies, Inc.



                                       *


*** OMITTED As Confidential Information pursuant to Rule 24B-2 of the Securities
Exchange Act of 1934. Such omitted sections have been filed separately with the
Securities and Exchange Commission.`