mPhase Technologies, Inc. - Exhibit 10.72 - Filed by newsfilecorp.com






Exhibit 10.72 

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF
THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF APPLICABLE
STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND
RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED HEREUNDER AND
UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE
REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD
OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN
FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED
TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE
STATE SECURITIES LAWS. 

WARRANT TO PURCHASE COMMON STOCK
OF


  MPHASE TECHNOLOGIES, INC. 

Issued on: August 10, 2011 

  Void after: August 10, 2016 

          This
certifies that Jay O. Wright or his registered assigns (the
“Holder”) is entitled, subject to the terms and conditions of this
Warrant (this "Warrant"), to purchase from mPHASE Technologies,
Inc. (the “Company”) at any time during the Exercise Period
(defined below) and prior to August 10, 2016 (the “Expiration
Date”) all, or any portion, of 3,676,471 shares of Warrant Stock (as
defined below) as may be purchased at a price per share equal to the Exercise
Price (as defined below), upon surrender of this Warrant at the principal
offices of the Company, together with a duly executed exercise form in the form
attached hereto as Exhibit 1 (the “Notice of Exercise
Form”) and simultaneous payment of the full Exercise Price for the
shares of Warrant Stock so purchased in lawful money of the United States. 

          This
Warrant is issued by the Company pursuant to the terms of a Convertible Note
pursuant to which the Holder shall have the right to acquire a total of
3,676,471 shares of Common Stock in the aggregate at an initial exercise price
of $0.0068 per share.

          The
Exercise Price and the number and character of shares of Warrant Stock
purchasable under this Warrant are subject to adjustment as provided herein.


          1.       
DEFINITIONS. The following definitions shall apply for
purposes of this Warrant. Capitalized terms used and not otherwise defined
herein shall have the meanings set forth in that certain Convertible Note
between the Company and the Holder: 




                  
   1.1     
“Exercise Period” means that period that shall commence
on the date of this Warrant and end on the Expiration Date. 

                  
   1.2     
“Exercise Price” means $0.0068 per share, subject to
adjustment as provided herein. 

                
     1.3      “Holder”
means any person who shall at the time be the registered holder of this Warrant.


                
     1.4      “Warrant”
means this Warrant and any warrant(s) delivered in substitution or exchange
therefor, as provided herein. 

                
    1.5     
“Warrant Stock” means shares of the Common Stock issuable
upon exercise of this Warrant. The number and character of shares of Warrant
Stock are subject to adjustment as provided herein and the term “Warrant
Stock” shall include stock and other securities and property at any time
receivable or issuable upon exercise of this Warrant in accordance with its
terms. 

          2.      
 EXERCISE. 

                
     2.1      Method
of Exercise. Subject to the terms and conditions of this Warrant,
the Holder may exercise this Warrant at any time or from time to time, in whole
or in part, on any Trading Day before the Expiration Date, for that number of
shares of Warrant Stock set forth herein with the Notice of Exercise Form duly
executed by the Holder (the “Notice of Exercise”), and payment of
an amount equal to the product obtained by multiplying (i) the number of shares
of Warrant Stock to be purchased by the Holder by (ii) the Exercise Price as
determined in accordance with the terms hereof. Notwithstanding anything herein
to the contrary, the Holder shall not be required to physically surrender this
Warrant to the Company until the Holder has purchased all of the Warrant Stock
available hereunder and the Warrant has been exercised in full, in which case,
the Holder shall surrender this Warrant to the Company for cancellation within
three (3) Trading Days of the date the final Notice of Exercise is delivered to
the Company. Partial exercises of this Warrant resulting in purchases of a
portion of the total number of Warrant Stock available hereunder shall have the
effect of lowering the outstanding number of Warrant Stock purchasable hereunder
in an amount equal to the applicable number of Warrant Stock purchased. The
Holder and the Company shall maintain records showing the number of Warrant
Stock purchased and the date of such purchases. The Company shall deliver any
objection to any Notice of Exercise Form within 1 Business Day of receipt of
such notice. In the event of any dispute or discrepancy, the records of the
Holder shall be controlling and determinative in the absence of manifest
error.

                
     2.2      Form
of Payment. Payment may be made by (i) a check payable to the
Company’s order, (ii) wire transfer of funds to the Company, or (iii) any
combination of the foregoing 

                 
    2.3     
Cashless Exercise. If the Convertible Note of even date herewith
is at any time in default or if the Company violates the terms of this Warrant
or if the Warrant Stock is not registered within twelve (12) months of the date
hereof, this Warrant may also be exercised, in whole or in part, at such time by means of a
“cashless exercise” in which the Holder shall be entitled to receive a
certificate for the number of Warrant Stock equal to the quotient obtained by
dividing [(A-B) (X)] by (A), where: 

2 




                   
   (A) = the per share price of the Company's Common Stock as
determined by the closing bid price of the Company’s common stock on the date
immediately prior to the date on which Holder elects to exercise this Warrant by
means of a “cashless exercise,” as set forth in the applicable Notice of
Exercise; 

                        (B) = the Exercise Price of this Warrant, as adjusted hereunder; and

          (X)
= the number of Warrant Stock that would be issuable upon exercise of this
Warrant in accordance with the terms of this Warrant if such exercise were by
means of a cash exercise rather than a cashless exercise. 

                  
   2.4     
No Fractional Shares. No fractional shares may be issued upon
any exercise of this Warrant, and any fractions shall be rounded down to the
nearest whole number of shares. If upon any exercise of this Warrant a fraction
of a share results, the Company will pay the cash value of any such fractional
share, calculated on the basis of the Exercise Price. 

                
     2.5     
Restrictions on Exercise. This Warrant may not be exercised if
the issuance of the Warrant Stock upon such exercise would constitute a
violation of any applicable federal or state securities laws or other laws or
regulations. As a condition to the exercise of this Warrant, the Holder shall
execute the Notice of Exercise Form. 

          3.       
ISSUANCE OF STOCK. 

                
     3.1     
Delivery of Certificates Upon Exercise. Certificates for shares
purchased hereunder shall be transmitted by the Company to the Holder by
physical delivery to the address specified by the Holder in the Notice of
Exercise by the date that is two (2) Trading Days after the latest of (A) the
delivery to the Company of the Notice of Exercise Form, (B) surrender of this
Warrant (if required), and (C) payment of the aggregate Exercise Price as set
forth above (including by cashless exercise, if permitted) (such date, the
“Warrant Stock Delivery Date”). This Warrant shall be deemed to
have been exercised on the first date on which all of the foregoing have been
delivered to the Company. The Warrant Shares shall be deemed to have been
issued, and Holder or any other person so designated to be named therein shall
be deemed to have become a holder of record of such shares for all purposes, as
of the date the Warrant has been exercised, with payment to the Company of the
Exercise Price (or by cashless exercise, if permitted) and all taxes required to
be paid by the Holder, if any, pursuant to Section 3.4 prior to the issuance of
such shares, having been paid.

                 
    3.2     
Charges, Taxes and Expenses. Issuance of certificates for
Warrant Stock shall be made without charge to the Holder for any issue or
transfer tax or other incidental expense in respect of the issuance of such
certificate, all of which taxes and expenses shall be paid by the Company, and
such certificates shall be issued in the name of the Holder or in such name or names as may be directed by the Holder;
provided, however, that in the event certificates for Warrant
Stock are to be issued in a name other than the name of the Holder, this Warrant
when surrendered for exercise shall be accompanied by the Assignment Form
attached hereto duly executed by the Holder and the Company may require, as a
condition thereto, the payment of a sum sufficient to reimburse it for any
transfer tax incidental thereto. 

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          4.       
ADJUSTMENT PROVISIONS. The number and character of
shares of Warrant Stock issuable upon exercise of this Warrant (or any shares of
stock or other securities or property at the time receivable or issuable upon
exercise of this Warrant) and the Exercise Price therefore, are subject to
adjustment upon the occurrence of the following events between the date this
Warrant is issued and the date it is exercised: 

                
     4.1      Adjustment
for Stock Splits and Stock Dividends. The Exercise Price of this
Warrant and the number of shares of Warrant Stock issuable upon exercise of this
Warrant (or any shares of stock or other securities at the time issuable upon
exercise of this Warrant) shall each be proportionally adjusted to reflect any
stock dividend, stock split or reverse stock split, or other similar event
affecting the number of outstanding shares of Common Stock (or such other stock
or securities) provided, however, that if a reverse stock split occurs and the
closing bid stock price of the Company on the date that the reverse stock split
goes effective (the “New Price”) is more than 10% below the Exercise Price after
giving effect to the reverse stock split, then the Exercise Price shall be
reduced to the New Price. Each adjustment under this Section 4.1 shall become
effective on the close of business on the date such dividend, stock split or
reverse stock split, or other similar event becomes effective. 

                  
   4.2      Adjustment
for Reorganization, Consolidation, Merger. In case of any
recapitalization or reorganization of the Company after the date of this
Warrant, or in case, after such date, the Company shall consolidate with, merge
into, or enter into a share exchange with, another corporation or entity (the
“Successor Entity”) or other similar event, then, and in each such
case, the Warrant Holder shall be entitled to receive, at any time on or after
the consummation of such recapitalization, reorganization, consolidation,
merger, share exchange or other similar event, shall be entitled to receive, at
the option of the Warrant Holder, either (a) warrants or other securities
exercisable or convertible into common stock of the Successor Entity, or (b) in
lieu of the securities contemplated by clause (a) hereof, the cash, stock or
other securities or property to which the Warrant Holder would have been
entitled upon the consummation of such recapitalization, reorganization,
consolidation, merger, share exchange or other similar event, if the Warrant
Holder had exercised this Warrant immediately prior thereto at the Exercise
Price. The Company covenants and agrees that any Successor Entity in such
reorganization, consolidation, merger, share exchange or other similar event (if
other than the Company) shall duly execute and deliver to the Warrant Holder a
supplement hereto acknowledging such corporation’s obligations under this
Warrant; and in each such case, the terms of this Warrant shall be applicable to
the cash, shares of stock or other securities or property receivable upon the
exercise of this Warrant after the consummation of such reorganization,
consolidation, merger, share exchange or other similar event. 

                
     4.3     
Adjustment for Dilutive Issuances. If the Company, at any time
after the date of this Warrant, shall issue any shares of Common Stock or
securities of the Company convertible into shares of Common Stock at a price per
share of Common Stock less than the Exercise Price in effect immediately prior to such issuance, in
any case other than an Excluded Issuance (as hereinafter defined) (a
“Dilutive Issuance”), then, and in each such case, the Exercise
Price shall be reduced to the effective per share price of the Common Stock in
connection with such additional issuance of securities. 

4 




                
     4.4     
Number of Shares of Warrant Stock. Simultaneously with any
adjustment to the Exercise Price pursuant to Section 4.1 or 4.3 above, the
number of shares of Warrant Stock that may be purchased upon exercise of this
Warrant shall be increased or decreased proportionately, so that after such
adjustment the aggregate Exercise Price payable hereunder for the increased or
decreased number of shares of Warrant Stock shall be the same as the aggregate
Exercise Price in effect immediately prior to such adjustment; provided,
however, any adjustment of the Exercise Price and the number of shares of
Warrant Stock available for exercise, if applicable, made pursuant to this
section shall adjust back in the event none of the convertible securities or
options or warrants which caused such adjustment are converted or exercised, as
the case may be. 

                
     4.5      Calculations.
All calculations under this Section 4 shall be made to the nearest
cent or the nearest 1/100th of a share, as applicable. The number of shares of
Common Stock outstanding at any given time shall not include shares owned or
held by or for the account of the Company, and the disposition of any such
shares shall be considered an issue or sale of Common Stock. 

                
     4.6     
Notice of Adjustments. The Company shall promptly give written
notice of each adjustment or readjustment of the Exercise Price or the number of
shares of Warrant Stock or other securities issuable upon exercise of this
Warrant. The notice shall describe the adjustment or readjustment and show in
reasonable detail the facts on which the adjustment or readjustment is based.


                
     4.7     
No Change Necessary. The form of this Warrant need not be
changed because of any adjustment in the Exercise Price or in the number of
shares of Warrant Stock issuable upon its exercise. 

                  
   4.8      Reservation
of Stock. If at any time the number of authorized but unissued (or
treasury shares) of Common Stock or other securities issuable upon exercise of
this Warrant shall not be sufficient to effect the exercise of this Warrant, the
Company will take such corporate action as may, in the opinion of its counsel,
be necessary to increase its authorized but unissued shares of Warrant Stock or
other securities issuable upon exercise of this Warrant as shall be sufficient
for such purpose. 

          5.       
PIGGYBACK REGISTRATION RIGHTS. The Company shall notify
all Holders in writing at least thirty (30) days prior to filing any
registration statement under the Securities Act for purposes of effecting a
public offering of securities of the Company (including, but not limited to,
registration statements relating to secondary offerings of securities of the
Company, but excluding registration statements relating to any employee
benefit plan or a corporate reorganization or other transaction covered by Rule
145 promulgated under the Securities Act, or a registration on any registration
form which does not permit secondary sales or does not include substantially the
same information as would be required to be included in a registration statement covering the sale of Common Stock) and
will afford each such Holder an opportunity to include in such registration
statement all or any part of the Warrant Stock then held by such Holder. Each
Holder desiring to include in any such registration statement all or any part of
the Warrant Stock held by such Holder shall, within twenty (20) days after
receipt of the above-described notice from the Company, so notify the Company in
writing, and in such notice shall inform the Company of the number of Warrant
Stock such Holder wishes to include in such registration statement. If a Holder
decides not to include all of its Warrant Stock in any registration statement
thereafter filed by the Company, such Holder shall nevertheless continue to have
the right to include any Warrant Stock in any subsequent registration statement
or registration statements as may be filed by the Company with respect to
offerings of its securities, all upon the terms and conditions set forth herein. 

5 




          6.      
 NO RIGHTS OR LIABILITIES AS SHAREHOLDER. This
Warrant does not by itself entitle the Holder to any voting rights or other
rights as a shareholder of the Company. In the absence of affirmative action by
the Holder to purchase Warrant Stock by exercise of this Warrant, no provisions
of this Warrant, and no enumeration herein of the rights or privileges of the
Holder, shall cause the Holder to be a shareholder of the Company for any
purpose.

          7.      
 NO IMPAIRMENT. The Company will not, by amendment
of its certificate of incorporation or bylaws, or through reorganization,
consolidation, merger, dissolution, issue or sale of securities, sale of assets
or any other voluntary action, willfully avoid or seek to avoid the observance
or performance of any of the terms of this Warrant, but will at all times in
good faith assist in the carrying out of all such terms and in the taking of all
such action as may be necessary or appropriate in order to protect the rights of
the Holder against wrongful impairment. Without limiting the generality of the
foregoing, the Company will take all such action as may be necessary or
appropriate in order that the Company may duly and validly issue fully paid and
nonassessable shares of Warrant Stock upon the exercise of this Warrant. 

          8.       
NOTICE REQUIREMENT. In case (i) the Company shall take a
record of the holders of its Common Stock (or other stock or securities at the
time deliverable upon the exercise of this Warrant) for the purpose of entitling
or enabling them to receive any dividend or other distribution, or to receive
any right to subscribe for or purchase any shares of stock of any class or any
other securities, or to receive any other rights; or (ii) of any capital
reorganization of the Company, any reclassification of the capital stock of the
Company, any consolidation or merger of the Company with or into another
corporation (other than a consolidation or merger in which the Company is the
surviving entity), or any transfer of all or substantially all of the assets of
the Company; or (iii) of the voluntary or involuntary dissolution, liquidation
or winding-up of the Company, then, in each case, the Company will give notice
thereof to the Holder of this Warrant specifying in such notice , as the case
may be, (x) the date on which a record is to be taken for the purpose of such
dividend, distribution or right, or (y) the effective date on which such
reorganization, reclassification, consolidation , merger, transfer, dissolution,
liquidation or winding-up is to take place, and the time, if any is to be fixed,
as of which the holders of record of Common Stock (or such other stock or
securities at the time deliverable upon the exercise of this Warrant) shall be
entitled to exchange their shares of Common Stock (or such other stock or
securities) for the security or other property deliverable upon such
reorganization, reclassification, consolidation, merger, transfer, dissolution,
liquidation or winding-up. Such notice shall be given by the Company at least ten Trading Days
prior to the record date or effective date for the event specified in such
notice.

6 




          9.       
ATTORNEYS’ FEES. In the event any party is required to
engage the services of any attorneys for the purpose of enforcing this Warrant,
or any provision thereof, the prevailing party shall be entitled to recover its
reasonable expenses and costs in enforcing this Warrant, including reasonable
attorneys’ fees. 

          10.      TRANSFER.
Subject to compliance with any applicable securities laws, this Warrant
and all rights hereunder (including, without limitation, any registration
rights) are transferable, in whole or in part, upon surrender of this Warrant at
the principal office of the Company or its designated agent, together with a
written assignment of this Warrant substantially in the form attached hereto
duly executed by the Holder or its agent or attorney and funds sufficient to pay
any transfer taxes payable upon the making of such transfer. Upon such surrender
and, if required, such payment, the Company shall execute and deliver a new
Warrant or Warrants in the name of the assignee or assignees, as applicable, and
in the denomination or denominations specified in such instrument of assignment,
and shall issue to the assignor a new Warrant evidencing the portion of this
Warrant not so assigned, and this Warrant shall promptly be cancelled. The
Warrant, if properly assigned in accordance herewith, may be exercised by a new
holder for the purchase of Warrant Stock without having a new Warrant issued.


          11.      LOSS,
THEFT, DESTRUCTION OR MUTILATION OF WARRANT. The Company covenants
that upon receipt by the Company of evidence reasonably satisfactory to it of
the loss, theft, destruction or mutilation of this Warrant or any stock
certificate relating to the Warrant Stock, and in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to it (which, in
the case of the Warrant, shall not include the posting of any bond), and upon
surrender and cancellation of such Warrant or stock certificate, if mutilated,
the Company will make and deliver a new Warrant or stock certificate of like
tenor and dated as of such cancellation, in lieu of such Warrant or stock
certificate. 

          12.     
LIMITATION OF LIABILITY. No provision hereof, in the absence of
any affirmative action by Holder to exercise this Warrant to purchase Warrant
Stock, and no enumeration herein of the rights or privileges of Holder, shall
give rise to any liability of Holder for the purchase price of any Common Stock
or as a stockholder of the Company, whether such liability is asserted by the
Company or by creditors of the Company. 

          13.     
REMEDIES. The Holder, in addition to being entitled to exercise
all rights granted by law, including recovery of damages, will be entitled to
specific performance of its rights under this Warrant. The Company agrees that
monetary damages would not be adequate compensation for any loss incurred by
reason of a breach by it of the provisions of this Warrant and hereby agrees to
waive and not to assert the defense in any action for specific performance that
a remedy at law would be adequate. 

7 




          14.      GOVERNING
LAW AND JURISDICTION. All questions concerning the construction,
validity, enforcement and interpretation of this Warrant shall be governed by
and construed and enforced in accordance with the internal laws of the State of
New Jersey, without regard to the principles of conflicts of law thereof. Each
party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the
transactions contemplated by this Warrant (whether brought against a party
hereto or its respective affiliates, directors, officers, shareholders,
employees or agents) shall be commenced exclusively in the state and federal
courts sitting in the State of New Jersey. Each party hereby irrevocably submits
to the exclusive jurisdiction of the state and federal courts sitting in the
State of New Jersey for the adjudication of any dispute hereunder or in
connection herewith or with any transaction contemplated hereby or discussed
herein, and hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, that such suit, action or proceeding is improper
or is an inconvenient venue for such proceeding. Each party hereby irrevocably
waives personal service of process and consents to process being served in any
such suit, action or proceeding by mailing a copy thereof via registered or
certified mail or overnight delivery (with evidence of delivery) to such party
at the address in effect for notices to it under this Warrant and agrees that
such service shall constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any other manner permitted by law. If either party shall
commence an action or proceeding to enforce any provisions of this Warrant, then
the prevailing party in such action or proceeding shall be reimbursed by the
other party for its reasonable attorneys’ fees and other costs and expenses
incurred with the investigation, preparation and prosecution of such action or
proceeding. 

          15.     
HEADINGS. The headings and captions used in this Warrant are
used only for convenience and are not to be considered in construing or
interpreting this Warrant. All references in this Warrant to sections and
exhibits shall, unless otherwise provided, refer to sections hereof and exhibits
attached hereto, all of which exhibits are incorporated herein by this
reference. 

          16.      NOTICES.
Unless otherwise provided, any notice required or permitted under this
Agreement shall be given in writing and shall be deemed effectively given (i) at
the time of personal delivery, if delivery is in person; (ii) one (1) Trading
Day delivery by facsimile transmission or after deposit with an express
overnight courier for United States deliveries, with proof of delivery from the
courier requested (provided that written or electronic confirmation of receipt
is obtained), or two (2) Trading Days after such deposit for deliveries outside
of the United States, with proof of delivery from the courier requested; or
(iii) on the day of proof of receipt, if mailed by registered or certified mail
(return receipt requested) for United States deliveries when addressed to the
party to be notified at the address indicated for such party pursuant to the
Agreement or, in the case of the Company, at 587 Connecticut Avenue, Norwalk, CT
06854, and in the case of the Warrant Holder, at 6701 Democracy Blvd., Suite
300, Bethesda, MD 20817, or at such other address as any party or the Company
may designate by giving ten (10) days’ advance written notice to all other
parties. 

          17.     
  AMENDMENT; WAIVER. This Warrant issued under the Agreement may
  be amended and provisions may be waived by the warrant holders holding, in the
  aggregate, Warrants exercisable for shares of Warrant Stock greater than 50%
  of all shares of Warrant Stock available for exercise under the Warrants, and
  the Company as may be mutually agreed upon in writing.

8 




          18.     
SEVERABILITY. If one or more provisions of this Warrant are held
to be unenforceable under applicable law, such provision(s) shall be excluded
from this Warrant and the balance of the Warrant shall be interpreted as if such
provision(s) were so excluded and shall be enforceable in accordance with its
terms. 

          19.      TERMS
BINDING. By acceptance of this Warrant, the Holder accepts and
agrees to be bound by all the terms and conditions of this Warrant.

          20.      MISCELLANEOUS.
In any instance where the word “days” is used herein, unless otherwise
indicated, “days” shall mean calendar days, including Saturday, Sunday and
holidays. 

[The balance of this page intentionally left blank]


9 




          IN
WITNESS WHEREOF, the parties hereto have executed this Warrant as of the
date first above written. 

MPHASE TECHNOLOGIES, INC. 

By:  Ronald A.
Duando
       
Name:

          Title: CEO

10 




EXHIBIT 1 

FORM OF EXERCISE 

  (To be signed only upon exercise of Warrant) 

          To:
MPHASE TECHNOLOGIES, INC. 

          The
undersigned Holder hereby elects to purchase ____________ shares of Common Stock
of mPHASE Technologies, Inc. (the “Warrant Stock”), at a purchase
price of $____ per share for a total purchase price of $________________ ,
pursuant to the terms of the attached Warrant, and tenders herewith payment of
the purchase price for such shares in full. 

          Please
issue a certificate or certificates representing such shares of Warrant Stock in
the name specified below: 

	 	 
	 	(Name) 
	 	 
	 	 
	 	(Address) 
	 	 
	 	 
	 	(City, State, Zip Code) 
	 	 
	 	 
	 	(Federal Tax Identification Number) 
	 	 
	 	 
	 	(Date) 


In the event that this exercise is for less than the total
number of shares of Warrant Stock available for exercise under this Warrant,
please also issue a new Warrant for the remaining number of shares of Warrant
Stock. 

	 	 
	 	Signature of Warrant Holder







FORM OF ASSIGNMENT 
(ENTIRE) 

[To be signed only upon transfer of entire Warrant] 

TO BE EXECUTED BY THE REGISTERED HOLDER 
TO
TRANSFER THE WITHIN WARRANT 

FOR VALUE RECEIVED ___________________________ hereby
sells, assigns and transfers unto _______________________________ all rights of
the undersigned under and pursuant to the within Warrant, and the undersigned
does hereby irrevocably constitute and appoint _____________________ Attorney to
transfer the said Warrant on the books of mPHASE Technologies, Inc. with full
power of substitution. 

___________________________________________
[Type Name of
Holder] 

By: ________________________________________
Title:
_______________________________________

 

Dated: ______________________________________


NOTICE 

The signature to the foregoing Assignment must correspond
exactly to the name as written upon the face of the within Warrant, without
alteration or enlargement or any change whatsoever. 




FORM OF ASSIGNMENT 
(PARTIAL) 

[To be signed only upon partial transfer of Warrant] 

TO BE EXECUTED BY THE REGISTERED HOLDER 
TO
TRANSFER THE WITHIN WARRANT 

FOR VALUE RECEIVED ___________________________ hereby sells,
assigns and transfers unto ____________________________ (i) the rights of the
undersigned to purchase 
____________________ shares of Common Stock under
and pursuant to the within Warrant, and (ii) on a non-exclusive basis, all other
rights of the undersigned under and pursuant to the within Warrant, it being
understood that the undersigned shall retain, severally (and not jointly) with
the transferee(s) named herein, all rights assigned on such non-exclusive basis.
The undersigned does hereby irrevocably constitute and appoint
__________________________ Attorney to transfer the said Warrant on the books of
mPHASE Technologies, Inc. with full power of substitution. 

___________________________________________
[Type Name of
Holder] 

By: ________________________________________
Title:
_______________________________________

 

Dated: ______________________________________


NOTICE 

The signature to the foregoing Assignment must correspond
exactly to the name as written upon the face of the within Warrant, without
alteration or enlargement or any change whatsoever.