0001204459-07-001049 Sample Contracts

PRIVATE EQUITY CREDIT AGREEMENT BY AND BETWEEN mPHASE TECHNOLOGIES, INC. AND DOUBLE U MASTER FUND L.P. Dated as of June 28, 2007
Private Equity Credit Agreement • July 12th, 2007 • Mphase Technologies Inc • Services-telephone interconnect systems • New York

THIS PRIVATE EQUITY CREDIT AGREEMENT is entered into as of the 28th day of June 2007 (this "AGREEMENT"), by and between DOUBLE U MASTER FUND L.P., a limited partnership organized and existing under the laws of British Virgin Islands ("INVESTOR"), and mPHASE TECHNOLOGIES, INC., a corporation organized and existing under the laws of the State of New Jersey (the "COMPANY").

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COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT FOR NOVEL RESERVE CELL TECHNOLOGIES and HIGH SENSITIVITY MAGNETOMETER TECHNOLOGY BETWEEN MPHASE TECHNOLOGIES, INC. LITTLE FALLS, NEW JERSEY 07424 AND PICATINNY, NJ 07806-5000
Cooperative Research and Development Agreement • July 12th, 2007 • Mphase Technologies Inc • Services-telephone interconnect systems

The purpose of this AGREEMENT is to establish a cooperative effort between the U.S. Army Armament Research, Development and Engineering Center (ARDEC) and mPhase Technologies, Inc. (MPHASE) in order to develop power source and sensor technology for munitions guidance and control. This work falls within the mission of ARDEC.

January 23, 2007
Memorandum of Understanding • July 12th, 2007 • Mphase Technologies Inc • Services-telephone interconnect systems

Mary K. Whelan Executive Vice President Marketing, Channel Development and Communications mPhase Technologies, Inc. 150 Clove Road, 11th Floor Little Falls, NJ 07424

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