mPhase Announces Signing Of Additional Affiliate Agreements And Results of Shareholder Voting On Proposals.

Business/Technology Editors

NORWALK, Conn.--(BUSINESS WIRE)--May 30, 2001

Directors and Auditors Reappointed; Agreements With MTV, STARZ! To

Distribute Programming Via Traverser(TM) Digital Video and Data

Delivery System Announced

mPhase Technologies, Inc. (OTCBB: XDSL), the leading designer of broadcast digital television and high-speed data solutions for the telecommunications industry, announced that shareholders approved the reelection of all directors, approval of a new employee stock option plan and reappointment of Arthur Andersen LLC as the Company's auditors for another year. The proposal for the creation of a new class of preferred stock did not garner sufficient votes for passage.

During a presentation following the official business meeting, the Company announced that additional affiliation agreements have been executed between mPhaseTelevision and The MTV Network (including MTV, Nickelodeon, VH1, TV Land CMT, GAS, Nick Too, MTV2, MTVX, MTVS, VH1 Classic, VH1 Soul, VH1 Country and VH1 Uno); the Encore and STARZ! channels and the Fox family of channels including Fox, Fox Sports South, National Geographic, Fox Movie Channel and FX, for the retransmission of their programming via the mPhase Traverser(TM) Digital Video and Data Delivery System (DVDDS). The Traverser(TM) makes significant economic sense for telcos seeking a secure video-over-DSL transport system for the delivery of high quality video to its customers while opening up new market opportunities for programmers and broadcasters. The announcement follows the signing of affiliate agreements with a number of leading programmers such as CNBC, MSNBC, A&E, C-SPAN, E!Entertainment and Great American Country, for the purpose of retransmitting their content via copper telephone wires using DSL, utilizing the Traverser(TM) DVDDS. mPhase was assisted in its negotiations for affiliate agreements by Stim Media Consultants Ltd.

"We are pleased that shareholders overwhelmingly approved the reelection of the Company's directors slate, the SOP and the reappointment of Arthur Andersen LLC as its independent auditors," said mPhase President and CEO Ronald A. Durando. "We were obviously disappointed that the proposal to create a new class of preferred stock was not approved. Although we believe the preferred shares could have provided the Company with an alternative means of raising capital without diluting the ownership of common shareholders, and would have given us wider latitude in our ability to finance the Company's growth, we will continue to seek the funding we need to carry out the controlled introduction of the Traverser(TM) on terms that balance the expectations of new investors with existing stockholders."

Concurrent with the annual meeting, the Company also announced that it will be the first to provide visitors to SUPERCOMM2001 with the experience of real-time, MPEG-2 digital television programming utilizing a DSL-based Non-Internet Protocol (NIP) platform via its Traverser(TM) DVDDS. The convention, the largest domestic show of its kind targeting telephone companies, takes place at the Georgia World Congress Center in Atlanta, GA from June 5th through 7th. The Traverser(TM) DVDDS , along with the complete mPhase DSL Components Line, will be on display at the Booth #3958 in the Main Exhibit Hall. According to mPhase Vice President of Sales Paul Kennedy, "this is yet another `first' for mPhase Technologies and it provides convention attendees with dramatic evidence of the wisdom of our value proposition--combining real-time, MPEG-2 quality television programming with the staples of high-speed Internet access, data and voice to enable telephone companies to become Full Service Networks (FSN) in a cost-effective and reliable manner." He added, "we are enabling telcos to retain their existing customer base by adding a full complement of communications and entertainment options while empowering them to create new profit centers via the distribution of television-over-DSL."

About mPhase Technologies, Inc.

mPhase Technologies, the leading designer of broadcast digital television and high-speed data solutions for the telecommunications industry, operates two primary business segments, marketing its proprietary Traverser(TM) Digital Video Data Delivery System (DVDDS) and DSL Components Line to telephone companies worldwide. The Traverser(TM) DVDDS enables telephone companies to cost-effectively and reliably transmit up to 400 channels of MPEG-2 quality, broadcast (real time) digital television programming utilizing a NIP-based platform, high-speed Internet access and traditional telephone service, simultaneously, over existing copper telephone lines. The Company believes that by avoiding transmission of video over traditional IP- or ATM-based networks, it possesses the capability to deliver a superior, more reliable and cost-effective video experience to the end user. The comprehensive package offered by mPhase and mPhaseTelevision.net provides telcos with turnkey systems that couple technology with content, thereby enhancing their revenue opportunities.

More information is available at www.mPhaseTech.com or by calling 1.877.mPhaseTV. Investors may obtain additional information and subscribe to notification services by referring to the Investor Information page at the mPhase Web site, by calling the mPhase 24-hour toll-free Investor Hotline at 1.877.411.XDSL (9375), or by calling the Investor Relations Department at 203.854.1343.

Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Any forward-looking statements contained herein are based on current expectations, but are subject to a number of risks and uncertainties. The factors that could cause actual future results to differ materially from current expectations include the following: fluctuations in customer demand; the Company's ability to manage its growth; the risk of new product introductions and customer acceptance of new products; the rapid technological change which characterizes the Company's markets; the risks associated with competition; the risks associated with international sales as the Company expands its markets; and the ability of the Company to compete successfully in the future, as well as other risks identified in the Company's Securities and Exchange Commission filings, including but not limited to those appearing under the caption "Risk Factors" in the Company's 10-KSB and 10-QSB federal filings.