EXHIBIT 4.06
                                                                    ------------


         THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
         AS AMENDED OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE
         EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO,
         (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY
         TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT
         OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR
         (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 7 OF THIS
         WARRANT.

                                  DSL.NET, INC.
                       FORM OF WARRANT TO PURCHASE SHARES
                                 OF COMMON STOCK

         THIS CERTIFIES THAT, for value received, ______________ and its assigns
are entitled to subscribe for and purchase _______ shares of the fully paid and
nonassessable Common Stock (as adjusted pursuant to Section 4 hereof, the
"Shares") of DSL.NET, INC., a Delaware corporation (the "Company"), at the price
of $0.50 per share (such price and such other price as shall result, from time
to time, from the adjustments specified in Section 4 hereof is herein referred
to as the "Warrant Price"), subject to the provisions and upon the terms and
conditions hereinafter set forth. As used herein, (a) the term "Date of Grant"
shall mean December 27, 2002, and (b) the term "Other Warrants" shall mean any
other warrants issued by the Company in connection with the transaction with
respect to which this Warrant was issued, and any warrant issued upon transfer
or partial exercise of this Warrant. The term "Warrant" as used herein shall be
deemed to include Other Warrants unless the context clearly requires otherwise.

         1. Term. The purchase right represented by this Warrant is exercisable,
in whole or in part, at any time and from time to time on or after March 10,
2002 through ten (10) years after the Date of Grant. Notwithstanding anything
contained in this Warrant, in the event that the holder of this Warrant elects
to exercise its right to terminate its Guaranty pursuant to Section 8(l) of the
Reimbursement Agreement, then this Warrant shall automatically be deemed
terminated and the holder of this Warrant shall have no right to exercise or
convert this Warrant into Shares.

         2. Method of Exercise; Payment; Issuance of New Warrant. Subject to
Section 1 hereof, the purchase right represented by this Warrant may be
exercised by the holder hereof, in whole or in part and from time to time, at
the election of the holder hereof, by (a) the surrender of this Warrant (with
the notice of exercise substantially in the form attached hereto as Exhibit A-1
duly completed and executed) at the principal office of the Company and the
payment to the Company, by certified or bank check, or by wire transfer to an
account designated by the Company (a "Wire Transfer") of an amount equal to the
then applicable Warrant Price multiplied by the number of Shares then being
purchased, or (b) if in connection with a registered public offering of the
Company's securities, the surrender of this Warrant (with the notice of exercise
form attached hereto as Exhibit A-2 duly completed and executed) at the
principal office of the Company together with notice of arrangements reasonably
satisfactory to the Company for payment to the Company either by certified or
bank check or by Wire Transfer from the proceeds of the sale of shares to be
sold by the holder in such
<PAGE>

public offering of an amount equal to the then applicable Warrant Price per
share multiplied by the number of Shares then being purchased or (c) exercise of
the "net issuance" right provided for in Section 10.2 hereof. The person or
persons in whose name(s) any certificate(s) representing the Shares shall be
issuable upon exercise of this Warrant shall be deemed to have become the
holder(s) of record of, and shall be treated for all purposes as the record
holder(s) of, the shares represented thereby (and such shares shall be deemed to
have been issued) immediately prior to the close of business on the date or
dates upon which this Warrant is exercised. In the event of any exercise of the
rights represented by this Warrant, certificates for the shares of stock so
purchased shall be delivered to the holder hereof as soon as practicable and, if
requested by the holder of this Warrant, the Company shall cause its transfer
agent to deliver the certificate representing Shares issued upon exercise of
this Warrant to a broker or other person (as directed by the holder exercising
this Warrant) within the time period required to settle any trade made by the
holder after exercise of this Warrant.

         3. Stock Fully Paid; Reservation of Shares. All Shares that may be
issued upon the exercise of the rights represented by this Warrant will, upon
issuance pursuant to the terms and conditions herein, be fully paid and
nonassessable, and free from all taxes, liens and charges with respect to the
issue thereof. During the period within which the rights represented by this
Warrant may be exercised, the Company will at all times have authorized, and
reserved for the purpose of the issue upon exercise of the purchase rights
evidenced by this Warrant, a sufficient number of shares of its Common Stock to
provide for the exercise of the rights represented by this Warrant.

         4. Adjustment of Warrant Price and Number of Shares. The number and
kind of securities purchasable upon the exercise of this Warrant and the Warrant
Price shall be subject to adjustment from time to time upon the occurrence of
certain events, as follows:

               (a) Reclassification or Merger. In case of any reclassification
or change of securities of the class issuable upon exercise of this Warrant
(other than a change in par value, or from par value to no par value, or from no
par value to par value, or as a result of a subdivision or combination), or in
case of any merger of the Company with or into another corporation (other than a
merger with another corporation in which the Company is the surviving
corporation and which does not result in any reclassification or change of
outstanding securities issuable upon exercise of this Warrant), the Company, or
such surviving corporation, as the case may be, shall duly execute and deliver
to the holder of this Warrant a new Warrant (which, if not in substantially the
form of this Warrant, shall be in form and substance satisfactory to the holder
of this Warrant), or the Company shall make appropriate provision without the
issuance of a new Warrant, so that the holder of this Warrant shall have the
right to receive upon exercise of this Warrant, at a total purchase price not to
exceed that payable upon the exercise of the then unexercised portion of this
Warrant, and in lieu of the shares of Common Stock theretofore issuable upon
exercise of this Warrant, the kind and amount of shares of stock, other
securities, money and property receivable upon such reclassification, change or
merger by a holder of the number of shares of Common Stock then purchasable
under this Warrant. Such new Warrant shall provide for adjustments that shall be
as nearly equivalent as may be practicable to the adjustments provided for in
this Section 4. The provisions of this subparagraph (a) shall similarly apply to
successive reclassifications, changes and mergers.

                                       -2-
<PAGE>
               (b) Subdivision or Combination of Shares. If the Company at any
time while this Warrant remains outstanding and unexpired shall subdivide or
combine its outstanding shares of Common Stock, the Warrant Price shall be
proportionately decreased and the number of Shares issuable hereunder shall be
proportionately increased in the case of a subdivision or and the Warrant Price
shall be proportionately increased and the number of Shares issuable hereunder
shall be proportionately decreased in the case of a combination.

               (c) Stock Dividends and Other Distributions. If the Company at
any time while this Warrant is outstanding and unexpired shall (i) pay a
dividend with respect to its Common Stock payable in Common Stock, then the
Warrant Price shall be adjusted, from and after the record date fixed for the
determination of the shareholders of the Company entitled to receive such
dividend or distribution, to that price determined by multiplying the Warrant
Price in effect immediately prior to such date of determination by a fraction
(A) the numerator of which shall be the total number of shares of Common Stock
outstanding immediately prior to such dividend or distribution, and (B) the
denominator of which shall be the total number of shares of Common Stock
outstanding immediately after such dividend or distribution; or (ii) make any
other distribution with respect to Common Stock (except any distribution
specifically provided for in Sections 4(a) and 4(b)), then, in each such case,
provision shall be made by the Company such that the holder of this Warrant
shall receive upon exercise of this Warrant a proportionate share of any such
dividend or distribution as though it were the holder of the Shares as of the
record date fixed for the determination of the shareholders of the Company
entitled to receive such dividend or distribution.

               (d) Adjustment of Number of Shares. Upon each adjustment in the
Warrant Price, the number of Shares purchasable hereunder shall be adjusted, to
the nearest whole share, to the product obtained by multiplying the number of
Shares purchasable immediately prior to such adjustment in the Warrant Price by
a fraction, the numerator of which shall be the Warrant Price immediately prior
to such adjustment and the denominator of which shall be the Warrant Price
immediately thereafter.

         5. Notice of Adjustments. Whenever the Warrant Price or the number of
Shares purchasable hereunder shall be adjusted pursuant to Section 4 hereof, the
Company shall make a certificate signed by its chief financial officer setting
forth, in reasonable detail, the event requiring the adjustment, the amount of
the adjustment, the method by which such adjustment was calculated, and the
Warrant Price and the number of Shares purchasable hereunder after giving effect
to such adjustment, and shall cause copies of such certificate to be mailed
(without regard to Section 13 hereof, by first class mail, postage prepaid) to
the holder of this Warrant at such holder's last known address.

         6. Fractional Shares. No fractional shares of Common Stock will be
issued in connection with any exercise hereunder, but in lieu of such fractional
shares the Company shall make a cash payment therefor based on the fair market
value of the Common Stock on the date of exercise as reasonably determined in
good faith by the Company's Board of Directors.

         7. Compliance with Securities Act; Disposition of Warrant or Shares of
Common Stock.

                                       -3-
<PAGE>
               (a) Compliance with Securities Act. The holder of this Warrant,
by acceptance hereof, agrees that this Warrant, and the Shares to be issued upon
exercise hereof are being acquired for investment and that such holder will not
offer, sell or otherwise dispose of this Warrant, or any Shares except under
circumstances which will not result in a violation of the Securities Act of
1933, as amended (the "Act") or any applicable state securities laws. Upon
exercise of this Warrant, unless the Shares being acquired are registered under
the Act and any applicable state securities laws or an exemption from such
registration is available, the holder hereof shall confirm in writing that the
Shares so purchased are being acquired for investment and not with a view toward
distribution or resale in violation of the Act and shall confirm such other
matters related thereto as may be reasonably requested by the Company. This
Warrant and all Shares issued upon exercise of this Warrant (unless registered
under the Act and any applicable state securities laws) shall be stamped or
imprinted with a legend in substantially the following form:

         "THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
         SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NO
         SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION
         STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER
         EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH
         REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM
         THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING
         WITH THE PROVISIONS OF SECTION 7 OF THE WARRANT UNDER WHICH THESE
         SECURITIES WERE ISSUED, DIRECTLY OR INDIRECTLY."

Said legend shall be removed by the Company, upon the request of a holder, at
such time as the restrictions on the transfer of the applicable security shall
have terminated. In addition, in connection with the issuance of this Warrant,
the holder specifically represents to the Company by acceptance of this Warrant
as follows:

                      (1) The holder is aware of the Company's business affairs
and financial condition, and has acquired information about the Company
sufficient to reach an informed and knowledgeable decision to acquire this
Warrant. The holder is acquiring this Warrant, and will acquire the Shares
issuable upon exercise of this Warrant, for its own account for investment
purposes only and not with a view to, or for the resale in connection with, any
"distribution" thereof in violation of the Act.

                      (2) The holder understands that neither this Warrant nor
the Shares issuable upon exercise of this Warrant have been registered under the
Act in reliance upon a specific exemption therefrom, which exemption depends
upon, among other things, the bona fide nature of the holder's investment intent
as expressed herein.

                      (3) The holder further understands that this Warrant and
the Shares issuable upon exercise of this Warrant must be held indefinitely
unless subsequently registered under the Act and qualified under any applicable
state securities laws, or unless exemptions from registration and qualification
are otherwise available. The holder is aware of the provisions of Rule 144,
promulgated under the Act and that the Company has no obligation to register
this Warrant under the Act or to qualify this Warrant under any applicable state
securities laws.

                                       -4-
<PAGE>
                      (4) The holder is an "accredited investor" as such term is
defined in Rule 501 of Regulation D promulgated under the Act.

               (b) Disposition of Warrant or Shares. With respect to any offer,
sale or other disposition of this Warrant or any Shares acquired pursuant to the
exercise of this Warrant prior to registration of such Warrant or Shares, the
holder hereof agrees to give written notice to the Company prior thereto,
describing briefly the manner thereof, together with a written opinion of such
holder's counsel, or other evidence reasonably satisfactory to the Company, to
the effect that such offer, sale or other disposition may be effected without
registration or qualification (under the Act as then in effect or any federal or
state securities law then in effect) of this Warrant or the Shares and
indicating whether or not under the Act certificates for this Warrant or the
Shares to be sold or otherwise disposed of require any restrictive legend as to
applicable restrictions on transferability in order to ensure compliance with
such law. Upon receiving such written notice and reasonably satisfactory opinion
or other evidence, the Company, as promptly as practicable but no later than
fifteen (15) days after receipt of the written notice, shall notify such holder
that such holder may sell or otherwise dispose of this Warrant or such Shares,
all in accordance with the terms of the notice delivered to the Company. If a
determination has been made pursuant to this Section 7(b) that the opinion of
counsel for the holder or other evidence is not reasonably satisfactory to the
Company, the Company shall so notify the holder promptly with details thereof
after such determination has been made. Notwithstanding the foregoing, this
Warrant or such Shares may, as to such federal laws, be offered, sold or
otherwise disposed of in accordance with Rule 144 or 144A under the Act,
provided that the Company shall have been furnished with such information as the
Company may reasonably request to provide a reasonable assurance that the
provisions of Rule 144 or 144A have been satisfied. Each certificate
representing this Warrant or the Shares thus transferred (except a transfer
pursuant to Rule 144 or 144A) shall bear a legend as to the applicable
restrictions on transferability in order to ensure compliance with such laws,
unless in the aforesaid opinion of counsel for the holder, such legend is not
required in order to ensure compliance with such laws. The Company may issue
stop transfer instructions to its transfer agent in connection with such
restrictions.

               (c) Applicability of Restrictions. Neither any restrictions of
any legend described in this Warrant nor the requirements of Section 7(b) above
shall apply to any transfer of, or grant of a security interest in, this Warrant
(or the Common Stock obtainable upon exercise thereof) or any part hereof (i) to
a partner of the holder if the holder is a partnership or to a member of the
holder if the holder is a limited liability company, (ii) to a partnership of
which the holder is a partner or a limited liability company of which the holder
is a member, or (iii) to any affiliate of the holder if the holder is a
corporation; provided, however, in any such transfer, if applicable, the
transferee shall on the Company's request agree in writing to be bound by the
terms of this Warrant as if an original holder hereof.

         8. Rights as Shareholders; Information. No holder of this Warrant, as
such, shall be entitled to vote or receive dividends or be deemed the holder of
Common Stock or any other securities which may at any time be issuable on the
exercise hereof for any purpose, nor shall anything contained herein be
construed to confer upon the holder of this Warrant, as such, any of the rights
of a shareholder of the Company or any right to vote for the election of
directors or upon any matter submitted to shareholders at any meeting thereof,
or to receive notice of meetings, or to receive

                                       -5-
<PAGE>
dividends or subscription rights or otherwise until this Warrant shall have been
exercised and the Shares purchasable upon the exercise hereof shall have become
deliverable, as provided herein. Notwithstanding the foregoing, the Company will
transmit to the holder of this Warrant such information, documents and reports
as are generally distributed to the holders of any class or series of the
securities of the Company for which this warrant is then exercisable
concurrently with the distribution thereof to the shareholders.

         9.    Registration Rights. The Company has granted registration rights
to the holder of this Warrant for the resale of the Common Stock of the Company
obtained upon exercise hereof, pursuant to that certain Stockholders Agreement
dated as December 24, 2001, as amended from time to time.

         10.   Additional Rights.

               10.1 Mergers. The Company shall provide the holder of this
Warrant with at least twenty (20) days' written notice prior to the closing
thereof of the terms and conditions of any of the following transactions: (i)
the sale, lease, exchange, conveyance or other disposition of all or
substantially all of the Company's property or business, or (ii) its merger into
or consolidation with any other corporation (other than a wholly-owned
subsidiary of the Company), or, to the extent practible, any transaction
(including a merger or other reorganization) or series of related transactions,
in which more than 50% of the voting power of the Company is disposed of.

               10.2  Right to Convert Warrant into Stock:  Net Issuance.

               (a) Right to Convert. In addition to and without limiting the
rights of the holder under the terms of this Warrant, the holder shall have the
right to convert this Warrant or any portion thereof (the "Conversion Right")
into shares of Common Stock as provided in this Section 10.2 at any time or from
time to time during the term of this Warrant. Upon exercise of the Conversion
Right with respect to a particular number of Shares subject to this Warrant (the
"Converted Warrant Shares"), the Company shall deliver to the holder (without
payment by the holder of any exercise price or any cash or other consideration)
that number of shares of fully paid and nonassessable Common Stock as is
determined according to the following formula:

X =   B - A
    ---------
        Y

         Where:   X    =   the number of shares of Common Stock to be issued to
                           the holder upon such exercise

                  Y    =   the fair market value of one share of Common Stock

                  A    =   the aggregate Warrant Price of the specified number
                           of Converted Warrant Shares immediately prior to the
                           exercise of the Conversion Right (i.e., the number of
                           Converted Warrant Shares multiplied by the Warrant
                           Price)

                  B    =   the aggregate fair market value of the specified
                           number of Converted Warrant Shares (i.e., the number
                           of Converted Warrant Shares multiplied by the fair
                           market value of one Converted Warrant Share)

                                       -6-
<PAGE>
No fractional shares shall be issuable upon exercise of the Conversion Right,
and, if the number of shares to be issued determined in accordance with the
foregoing formula is other than a whole number, the Company shall pay to the
holder an amount in cash equal to the fair market value of the resulting
fractional share on the Conversion Date (as hereinafter defined). For purposes
of Section 9 of this Warrant, shares issued pursuant to the Conversion Right
shall be treated as if they were issued upon the exercise of this Warrant.

               (b) Method of Exercise. The Conversion Right may be exercised by
the holder by the surrender of this Warrant at the principal office of the
Company together with a written statement (which may be in the form of Exhibit
A-1 or Exhibit A-2 hereto) specifying that the holder thereby intends to
exercise the Conversion Right and indicating the number of shares subject to
this Warrant which are being surrendered (referred to in Section 10.2(a) hereof
as the Converted Warrant Shares) in exercise of the Conversion Right. Such
conversion shall be effective upon receipt by the Company of this Warrant
together with the aforesaid written statement, or on such later date as is
specified therein (the "Conversion Date"), and, at the election of the holder
hereof, may be made contingent upon the closing of the sale of the Company's
Common Stock to the public in a public offering pursuant to a Registration
Statement under the Act (a "Public Offering"). Certificates for the Shares
issuable upon exercise of the Conversion Right and, if applicable, a new Warrant
evidencing the balance of the Shares remaining subject to this Warrant, shall be
issued as of the Conversion Date and shall be delivered to the holder within
thirty (30) days following the Conversion Date.

               (c) Determination of Fair Market Value. For purposes of this
Section 10.2, "fair market value" of a share of Common Stock as of a particular
date (the "Determination Date") shall mean:

                     (i) If the Conversion Right is exercised in connection with
and contingent upon a Public Offering, and if the Company's Registration
Statement relating to such Public Offering ("Registration Statement") has been
declared effective by the Securities and Exchange Commission, then the initial
"Price to Public" specified in the final prospectus with respect to such
offering.

                     (ii) If the Conversion Right is not exercised in connection
with and contingent upon a Public Offering, then as follows:

         (A) If traded on a securities exchange or the Nasdaq National Market,
         the fair market value of the Common Stock shall be deemed to be the
         average of the closing prices of the Common Stock on such exchange or
         market over the five trading days immediately prior to the
         Determination Date;

         (B) If traded on the Nasdaq Stock Market (other than the Nasdaq
         National Market) or other over-the-counter system, the fair market
         value of the Common Stock shall be deemed to be the average of the
         closing bid prices of the Common Stock over the five trading days
         immediately prior to the Determination Date; and

         (C) If there is no public market for the Common Stock, then fair market
         value shall be determined by mutual agreement of the holder of this
         Warrant and the Company.

If closing prices or closing bid prices are no longer reported by a securities
exchange or other trading system, the closing price or closing bid price shall
be that which is reported by such securities exchange or other trading system at
4:00 p.m. New York City time on the applicable trading day.

                                       -7-
<PAGE>
               10.3 Exercise Prior to Expiration. To the extent this Warrant is
not previously exercised as to all of the Shares subject hereto, and if the fair
market value of one share of the Common Stock is greater than the Warrant Price
then in effect, this Warrant shall be deemed automatically exercised pursuant to
Section 10.2 above (even if not surrendered) immediately before its expiration.
For purposes of such automatic exercise, the fair market value of one share of
Common Stock upon such expiration shall be determined pursuant to Section
10.2(c). To the extent this Warrant or any portion thereof is deemed
automatically exercised pursuant to this Section 10.3, the Company agrees to
promptly notify the holder hereof of the number of Shares, if any, the holder
hereof is to receive by reason of such automatic exercise.

         11.   Representations and Warranties. The Company represents and
warrants to the holder of this Warrant as follows:

               (a) This Warrant has been duly authorized and executed by the
Company and is a valid and binding obligation of the Company enforceable in
accordance with its terms, subject to laws relating to bankruptcy, insolvency,
the relief of debtors or creditors' rights generally and the rules of law or
principles at equity governing specific performance, injunctive relief and other
equitable remedies;

               (b) The Shares have been duly authorized and reserved for
issuance by the Company and, when issued in accordance with the terms hereof,
will be validly issued, fully paid and non-assessable;

               (c) The execution and delivery of this Warrant, and the issuance
of the Shares upon exercise of this Warrant in accordance with the terms hereof
(i) are not and will not be, inconsistent with the Company's certificate of
incorporation or by-laws, (ii) assuming the holder's representations to the
Company set forth in Section 7(a) are true and complete, do not and will not
contravene any law, governmental rule or regulation, judgment or order
applicable to the Company, (iii) do not and will not conflict with or contravene
any provision of, or constitute a default under, any indenture, mortgage,
contract or other instrument of which the Company is a party or by which it is
bound, and (iv) assuming the holder's representations to the Company set forth
in Section 7(a) are true and complete, do not and will not require the consent
or approval of, the giving of notice to, the registration or filing with or the
taking of any action in respect of or by, any Federal, state or local government
authority or agency or other person, except for the filing of notices pursuant
to federal and state securities laws, which filings will be effected by the time
required thereby; and

               (d) There are no actions, suits, audits, investigations or
proceedings pending or, to the knowledge of the Company, threatened against the
Company in any court or before any governmental commission, board or authority
which, if adversely determined, will have a material adverse effect on the
ability of the Company to perform its obligations under this Warrant.

         12.  Modification and Waiver. This Warrant and any provision hereof may
be changed, waived, discharged or terminated only by an instrument in writing
signed by the party against which enforcement of the same is sought.


                                       -8-
<PAGE>
         13.   Notices. Any notice, request, communication or other document
required or permitted to be given or delivered to the holder hereof or the
Company shall be delivered, or shall be sent by certified or registered mail,
postage prepaid, to each such holder at its address as shown on the books of the
Company or to the Company at the address indicated therefor on the signature
page of this Warrant.

         14.   Binding Effect on Successors. This Warrant shall be binding upon
any corporation succeeding the Company by merger or consolidation and all of the
obligations of the Company relating to the Shares issuable upon the exercise or
conversion of this Warrant shall survive the exercise, conversion and
termination of this Warrant and all of the covenants and agreements of the
Company shall inure to the benefit of the successors and assigns of the holder
hereof.

         15.   Lost Warrants or Stock Certificates. The Company covenants to the
holder hereof that, upon receipt of evidence reasonably satisfactory to the
Company of the loss, theft, destruction or mutilation of this Warrant or any
stock certificate and, in the case of any such loss, theft or destruction, upon
receipt of an indemnity reasonably satisfactory to the Company, or in the case
of any such mutilation upon surrender and cancellation of such Warrant or stock
certificate, the Company will make and deliver a new Warrant or stock
certificate, of like tenor, in lieu of the lost, stolen, destroyed or mutilated
Warrant or stock certificate.

         16.   Descriptive Headings. The descriptive headings of the several
paragraphs of this Warrant are inserted for convenience only and do not
constitute a part of this Warrant. The language in this Warrant shall be
construed as to its fair meaning without regard to which party drafted this
Warrant.

         17.   Governing Law. This Warrant shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the laws of
the State of Delaware.

         18.   Survival of Representations, Warranties and Agreements. All
representations and warranties of the Company and the holder hereof contained
herein shall survive the Date of Grant, the exercise or conversion of this
Warrant (or any part hereof) or the termination or expiration of rights
hereunder. All agreements of the Company and the holder hereof contained herein
shall survive indefinitely until, by their respective terms, they are no longer
operative.

         19.   Remedies. In case any one or more of the covenants and agreements
contained in this Warrant shall have been breached, the holders hereof (in the
case of a breach by the Company), or the Company (in the case of a breach by a
holder), may proceed to protect and enforce their or its rights either by suit
in equity and/or by action at law, including, but not limited to, an action for
damages as a result of any such breach and/or an action for specific performance
of any such covenant or agreement contained in this Warrant.

         20.  No Impairment of Rights. The Company will not, by amendment of its
certificate of incorporation or through any other means, 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 of this Warrant against impairment.


                                       -9-
<PAGE>

         21.   Severability. The invalidity or unenforceability of any provision
of this Warrant in any jurisdiction shall not affect the validity or
enforceability of such provision in any other jurisdiction, or affect any other
provision of this Warrant, which shall remain in full force and effect.

         22.   Recovery of Litigation Costs. If any legal action or other
proceeding is brought for the enforcement of this Warrant, or because of an
alleged dispute, breach, default, or misrepresentation in connection with any of
the provisions of this Warrant, the successful or prevailing party or parties
shall be entitled to recover reasonable attorneys' fees and other costs incurred
in that action or proceeding, in addition to any other relief to which it or
they may be entitled.
















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                                      -10-
<PAGE>


         23. Entire Agreement; Modification. This Warrant constitutes the entire
agreement between the parties pertaining to the subject matter contained in it
and supersedes all prior and contemporaneous agreements, representations, and
undertakings of the parties, whether oral or written, with respect to such
subject matter.

                                     DSL.NET, INC.


                                     By:
                                        --------------------------------------

                                     Name:      David F. Struwas
                                           -----------------------------------

                                     Title:     Chief Executive Officer
                                           -----------------------------------
                                     Address:   54 Long Wharf Drive, 5th Floor
                                                New Haven, CT  06511

















                            Signature page to Warrant
<PAGE>
                                   EXHIBIT A-1
                               NOTICE OF EXERCISE



TO:  DSL.NET, INC. (THE "COMPANY")

1.   The undersigned hereby:

|_|  elects to purchase shares of Common Stock of the Company pursuant to the
     terms of the attached Warrant, and tenders herewith payment of the purchase
     price of such shares in full, or

|_|  *elects to exercise its net issuance rights pursuant to Section 10.2 of the
     attached Warrant with respect to shares of Common Stock.

2.   Please issue a certificate or certificates representing said shares in the
name of the undersigned or in such other name or names as are specified below:



                        --------------------------------
                                     (Name)


                        --------------------------------

                        --------------------------------
                                    (Address)

3. The undersigned represents that the aforesaid shares are being acquired for
the account of the undersigned for investment and not with a view to, or for
resale in connection with, the distribution thereof and that the undersigned has
no present intention of distributing or reselling such shares, all except as in
compliance with applicable securities laws.



                        --------------------------------
                                   (Signature)

---------------------
(Date)
<PAGE>
                                   EXHIBIT A-2
                               NOTICE OF EXERCISE


TO: DSL.NET, INC. (THE "COMPANY")

1. Contingent upon and effective immediately prior to the closing (the
"Closing") of the Company's public offering contemplated by the Registration
Statement on Form S, (File No. ______________) which was filed with the
Securities and Exchange Commission on ____________, 20__, the undersigned
hereby:

|_|  elects to purchase shares of Common Stock of the Company (or such lesser
     number of shares as may be sold on behalf of the undersigned at the
     Closing) pursuant to the terms of the attached Warrant, or

|_|  elects to exercise its net issuance rights pursuant to Section 10.2 of the
     attached Warrant with respect to Shares of Common Stock.

2. Please deliver to the custodian for the selling shareholders a stock
certificate representing such shares.

3. The undersigned has instructed the custodian for the selling shareholders to
deliver to the Company $ or, if less, the net proceeds due the undersigned from
the sale of shares in the aforesaid public offering. If such net proceeds are
less than the purchase price for such shares, the undersigned agrees to deliver
the difference to the Company prior to the Closing.


                        --------------------------------
                                     (Name)


                        --------------------------------

                        --------------------------------
                                    (Address)



---------------------
(Date)


                            Signature page to Warrant