EXHIBIT 10.28 3rd Amendment to Software License Agreement

EXHIBIT 10.28

3 ^rd Amendment to Software License Agreement

This 3 ^rd Amendment made as of the 15th day of March, 2006 (the "Amendment") supplements the terms and conditions of the Software License Agreement (the "Agreement"), dated November 28, 2004, between mPhase Technologies, Inc. ("Company") and Espial Group Inc. ("Espial") and amended on June 17 ^th , 2005 and on October 20 ^th , 2005, All capitalized terms used herein, but not defined, shall have the respective meanings assigned to such terms in the Agreement, as amended.

Espial and Company agree as follows;

1. Supplement.

1.1. Add Exhibit A-2 to the Agreement as follows:

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Price: $* due on the date of this Amendment.

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1.3 Removal of PS work no longer required

mPhase no longer require the $* professional services