0001204459-05-000229 Sample Contracts

DEVELOPMENT AGREEMENT between LUCENT TECHNOLOGIES INC. and mPHASE TECHNOLOGIES, INC. Effective as of March 1, 2005 Relating to MEMS-Based Magnetometer Arrays
Development Agreement • April 18th, 2005 • Mphase Technologies Inc • Services-telephone interconnect systems • New Jersey

THIS DEVELOPMENT AGREEMENT ("Agreement"), effective as of March 1, 2005 ("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:*

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SOFTWARE DEVELOPMENT AGREEMENT
Software Development Agreement • April 18th, 2005 • Mphase Technologies Inc • Services-telephone interconnect systems • Colorado

This Development Agreement ("Agreement") is made and entered into by the undersigned parties: mPhase Technologies Inc., 150 Clove Road, a New Jersey corporation (hereinafter "COMPANY"), and Magpie Telecom Insiders, Inc, 12050 N. Pecos, Suite 210, Denver, Colorado, 80234, a Colorado corporation, (hereinafter "Contractor").

SOFTWARE LICENSE AGREEMENT
Software License Agreement • April 18th, 2005 • Mphase Technologies Inc • Services-telephone interconnect systems • Ontario

This Software License Agreement ("Agreement") is made and entered into this 3rd day of November, 2004, (the "Effective Date") by and between Espial Group Inc., a Canadian corporation with its principal place of business at 200 Elgin Street, Suite 901, Ottawa, Ontario, Canada K2P 1L5, on behalf of itself, and its subsidiaries (hereinafter individually and collectively referred to as "Espial"), and mPhase, Inc. with its principal place of business at 587 Connecticut Avenue, Norwalk, CT 06854-1711("Licensee"). Espial and Licensee are each a "Party", and together are "Parties", to this Agreement.

Execution Copy] Amendment Number 2 to Development Agreement between Lucent Technologies and mPhase Technologies, Inc. dated as of September 15, 2003
Development Agreement • April 18th, 2005 • Mphase Technologies Inc • Services-telephone interconnect systems

WHEREAS, Lucent Technologies Inc., a Delaware corporation, ("Lucent") and mPhase Technologies, Inc., a New Jersey corporation, ("mPhase") entered into a Development Agreement, (the "Agreement"), dated as of September 15, 2003 for work to be performed by Lucent pursuant to Appendix B thereto with respect to the mPhase TV+ system;

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