EXHIBIT 10.27
                                                                   -------------


                             AMENDMENT NO. 1 TO THE
                     STOCKHOLDERS AGREEMENT OF DSL.NET, INC.

         This Amendment No. 1, dated as of December 24, 2002 (this "Amendment"),
amends that certain Stockholders Agreement, dated as of December 24, 2001, by
and among DSL.net, Inc. (the "Company") and the Investors thereto (the
"Agreement"). Capitalized terms not defined herein shall have the meaning set
forth in the Agreement.

         WHEREAS, simultaneously herewith the Company has entered into an
agreement with Fleet National Bank ("Fleet") pursuant to which Fleet shall
provide a revolving line of credit (the "Fleet Line of Credit") for up to an
aggregate of $15 million to the Company to finance acquisitions, working capital
and other general corporate requirements;

         WHEREAS, borrowings by the Company under the Fleet Line of Credit will
be guaranteed (together the "Guaranties") by VantagePoint Venture Partners III
(Q), L.P., VantagePoint Venture Partners III, L.P., VantagePoint Communications
Partners, L.P., and VantagePoint Venture Partners 1996, L.P. (collectively, the
"VantagePoint Entities"), Columbia Capital Equity Partners II (QP), LP, Columbia
Capital Equity Partners II (Cayman), LP, Columbia Capital Equity Partners II,
LP, Columbia Capital Investors, LLC, Columbia Capital Equity Partners III (QP),
LP, Columbia Capital Equity Partners III (Cayman), LP, Columbia Capital Equity
Partners III (AI), LP, and Columbia Capital Investors III, LLC (collectively the
"Columbia Entities"), Charles River Partnership X, A Limited Partnership,
Charles River Partnership X-A, A Limited Partnership, Charles River Friends X-B,
LLC, and Charles River Friends X-C, LLC (collectively the "Charles River
Entities"), or The Lafayette Investment Fund, L.P. ("Lafayette"), or any other
person approved by Fleet in its sole and absolute discretion (together with the
VantagePoint Entities, Columbia Entities, Charles River Entities, and Lafayette,
the "Guarantors");

         WHEREAS, in order to induce the Guarantors to provide the Guaranties,
the Company has agreed to issue, from time to time, one or more warrants to
purchase an aggregate of 12,950,000 shares of the Company's Common Stock, and to
provide holders of such warrants with registration rights with respect to the
Common Stock issuable upon exercise or conversion of such warrants; and

         WHEREAS, the undersigned believe it is in the best interests of the
Company to amend the Agreement to provide for such registration rights and
matters related thereto.

         NOW THEREFORE in consideration of the premises and the agreements
herein contained, the receipt and sufficiency of which are hereby acknowledged,
the undersigned, intending to be bound hereby, agree as follows:

         1. The following term in the Agreement shall be amended and restated in
its entirety as set forth below:
<PAGE>
                  "Investor" shall mean the Series X Investors, the Series Y
                  Investors and the holders of any Warrants.

         2. Section 3.1(a) of the Agreement shall be amended by deleting the
first sentence of Section 3.1(a) and replacing it with the following:

                  "(a) At any time on or after July 1, 2002, one or more holders
                  (the "Initiating Holders") of at least 50% of the shares (the
                  "Conversion Shares") of the Company's common stock, par value
                  $0.0005 per share (the "Common Stock"), to be issued or
                  issuable (i) upon conversion of either the Series X Preferred
                  Stock or the Series Y Preferred Stock then outstanding and
                  (ii) upon exercise or conversion of the outstanding Warrants
                  issued in connection with the guaranty of Company's
                  obligations under the Guarantee Agreement with the Guarantors
                  thereto, dated as of October 8, 2002, as amended, (the
                  "Warrants"), to purchase up to 12,950,000 shares of the
                  Company's Common Stock (the "Warrant Shares"), and in the case
                  of both subsections (i) and (ii) of this sentence which have
                  not been (A) registered under the Act pursuant to an effective
                  registration statement filed thereunder and disposed of in
                  accordance with the registration statement covering them or
                  (B) publicly sold pursuant to Rule 144 under the Act
                  (collectively, the "Registrable Shares") may notify (the
                  "Initiating Holder Notice") the Company in writing that it or
                  they intend to offer or cause to be offered for public sale
                  Registrable Shares held by them and, if applicable, that they
                  intend to distribute the Registrable Shares by means of an
                  underwriting.

         3. Section 4.3 of the Agreement is deleted in its entirety and replaced
with the following paragraph:

         "4.3 Entire Agreement; Amendment. This Agreement, as amended by this
         Amendment, constitutes the entire agreement of the parties with respect
         to the subject matter hereof and neither this Agreement nor any
         provision hereof may be waived, modified, amended or terminated except
         by a written agreement signed by the party against whom the waiver is
         to be effective; provided, however, that the Series X Investors holding
         at least a majority of the outstanding shares of Series X Preferred
         Stock, voting as a separate class, the Series Y Investors holding at
         least a majority of the outstanding shares of Series Y Preferred Stock,
         voting as a separate class, and the holders of any Warrants then
         outstanding representing at least a majority of the Warrant Shares,
         voting as a separate class, may effect any such waiver, modification,
         amendment or termination on behalf of all of the Series X Investors,
         Series Y Investors and the holders of the Warrants, respectively;
         provided, further, however, that (i) any such waiver, amendment or
         modification made with the consent of less than all of the Series X
         Investors may only be made in a manner which applies to all Series X
         Investors in the same fashion, (ii) any such waiver, amendment or
         modification made with the consent of less than all of the Series Y
         Investors may only be made in a manner which applies to all Series Y
         Investors in the same fashion, (iii) any such waiver, amendment or
<PAGE>
         modification made with the consent of less than all holders of the
         Warrants may only be made in a manner which applies to all such holders
         of the Warrants in the same fashion; and (iv) if this Agreement is
         amended, modified or terminated, or a waiver with respect to all
         parties hereto is given, without the unanimous consent of the Series X
         Investors, the Series Y Investors, or the holders of the Warrants, all
         such Series X Investors, Series Y Investors or holders of the Warrants
         that are not a party to such agreement shall be given prompt notice of
         such amendment, modification, termination or waiver. No waiver
         hereunder shall be deemed a waiver of any subsequent breach or default
         of the same or similar nature."

         4. Section 4.5 of the Agreement is deleted in its entirety and replaced
with the following paragraph:

         "4.5 Additional Parties. The Company shall take all necessary action to
         ensure that each person who shall on or after the date hereof acquire
         shares of Series X Preferred Stock, Series Y Preferred Stock or
         Warrants shall become a party to this Agreement by executing and
         delivering to the Company an Instrument of Adherence, and such
         additional party shall thereafter be added to Annex I hereto and be
         deemed a Series X Investor, Series Y Preferred Investor or a holder of
         Warrants, as the case may be, for all purposes of this Agreement
         without the requirement of consent of the other parties hereto."

         5. By their signature below, each of VantagePoint Venture Partners III
(Q), L.P., VantagePoint Venture Partners III, L.P., VantagePoint Communications
Partners, L.P. and VantagePoint Venture Partners 1996, L.P., as holders of
"Registrable Securities" under that certain Amended and Restated Investors
Rights Agreement, dated as of July 16, 1999 (the "Rights Agreement"), by and
among the Company and the investors party thereto, as amended to the date
hereof, hereby consents pursuant to Section 1.11 of the Rights Agreement to the
registration rights set forth in this Amendment.







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<PAGE>


IN WITNESS WHEREOF, the parties hereto have executed this Amendment or have
caused it to be executed by their respective officers thereunto duly authorized,
as of the date first above written.


                                          DSL.NET, INC.

                                          By:         /s/ David F. Struwas
                                              --------------------------------
                                              Name:   David F. Struwas
                                                   ---------------------------
                                              Title:  Chief Executive Officer
                                                    --------------------------



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
<PAGE>

                             SERIES Y INVESTORS:

                             COLUMBIA CAPITAL EQUITY PARTNERS II (QP), L.P.

                             By:  Columbia Capital Equity Partners, L.P.
                                  Its: General Partner

                                  By:       /s/ Donald A. Doering
                                     ---------------------------------------
                                  Name:     Donald A. Doering
                                       -------------------------------------
                                  Title:    Chief Financial Officer
                                        ------------------------------------



                             COLUMBIA CAPITAL EQUITY PARTNERS II (CAYMAN), L.P.

                             By:  Columbia Capital Equity Partners, LP.
                                  Its: General Partner

                                  By:       /s/ Donald A. Doering
                                     ---------------------------------------
                                  Name:     Donald A. Doering
                                       -------------------------------------
                                  Title:    Chief Financial Officer
                                        ------------------------------------



                             COLUMBIA CAPITAL EQUITY PARTNERS II, L.P.

                             By:  Columbia Capital Equity Partners, L.P.
                                  Its: General Partner

                                  By:       /s/ Donald A. Doering
                                     ---------------------------------------
                                  Name:     Donald A. Doering
                                       -------------------------------------
                                  Title:    Chief Financial Officer
                                        ------------------------------------
<PAGE>
                             COLUMBIA CAPITAL INVESTORS, LLC

                             By:  Columbia Capital, LLC
                                  Its: Manager

                                  By:       /s/ Donald A. Doering
                                     ---------------------------------------
                                  Name:     Donald A. Doering
                                       -------------------------------------
                                  Title:    Chief Financial Officer
                                        ------------------------------------



                             COLUMBIA CAPITAL EQUITY PARTNERS III (QP), L.P.

                             By:  Columbia Capital Equity Partners III, L.P.
                                  Its: General Partner

                                  By:       /s/ Donald A. Doering
                                     ---------------------------------------
                                  Name:     Donald A. Doering
                                       -------------------------------------
                                  Title:    Chief Financial Officer
                                        ------------------------------------



                             COLUMBIA CAPITAL EQUITY PARTNERS III (CAYMAN), L.P.

                             By:  Columbia Capital Equity Partners III, L.P.
                                  Its: General Partner

                                  By:       /s/ Donald A. Doering
                                     ---------------------------------------
                                  Name:     Donald A. Doering
                                       -------------------------------------
                                  Title:    Chief Financial Officer
                                        ------------------------------------



                             COLUMBIA CAPITAL EQUITY PARTNERS III (AI), L.P.

                             By:  Columbia Capital Equity Partners III, L.P.
                                  Its: General Partner

                                  By:       /s/ Donald A. Doering
                                     ---------------------------------------
                                  Name:     Donald A. Doering
                                       -------------------------------------
                                  Title:    Chief Financial Officer
                                        ------------------------------------



                             COLUMBIA CAPITAL INVESTORS III, LLC

                             By:  Columbia Capital III, LLC,
                                  Its: Manager

                                  By:       /s/ Donald A. Doering
                                     ---------------------------------------
                                  Name:     Donald A. Doering
                                       -------------------------------------
                                  Title:    Chief Financial Officer
                                        ------------------------------------
<PAGE>


                             THE LAFAYETTE INVESTMENT FUND, L.P.

                             By:  Lafayette Investment Partners, L.P.

                             Its: Sole general partner



                             By:  Lafayette Private Equities, Inc.

                             Its: Sole general partner



                             By:       /s/ Robert Sussman
                                  ----------------------------------------
                             Name:     Robert Sussman
                                  ----------------------------------------
                             Title:    Vice President
                                    --------------------------------------


<PAGE>
                             CHARLES RIVER PARTNERSHIP X, A LIMITED PARTNERSHIP

                             By:  Charles River X GP, LLC
                             Its: General Partner

                             By:     /s/ Richard M. Burnes
                                  ------------------------------------------
                             Name:   Richard M. Burnes
                                    ----------------------------------------
                             Title:  Managing Member
                                     ---------------------------------------



                             CHARLES RIVER PARTNERSHIP X-A, A LIMITED
                             PARTNERSHIP

                             By:  Charles River X GP, LLC
                             Its: General Partner

                             By:     /s/ Richard M. Burnes
                                  ------------------------------------------
                             Name:   Richard M. Burnes
                                  ------------------------------------------
                             Title:  Managing Member
                                  ------------------------------------------



                             CHARLES RIVER FRIENDS X-B, LLC

                             By:     Charles River Friends, Inc.
                             Its:    Manager

                             By:     /s/ Richard M. Burnes
                                  ------------------------------------------
                             Name:   Richard M. Burnes
                                  ------------------------------------------
                             Title:  Authorized Officer
                                     ---------------------------------------



                             CHARLES RIVER FRIENDS X-C, LLC

                             By:     Charles River Friends, Inc.
                             Its:    Manager

                             By:     /s/ Richard M. Burnes
                                  ------------------------------------------
                             Name:   Richard M. Burnes
                                  ------------------------------------------
                             Title:  Authorized Officer
                                     ---------------------------------------


<PAGE>
                               SERIES X INVESTORS:


                             VANTAGEPOINT VENTURE PARTNERS III (Q), L.P.

                             By:  VantagePoint Venture Associates III, L.L.C.,
                                  its general partner

                             By:  /s/ James D. Marver
                                  ---------------------------------------

                             Name:  James D. Marver
                                    -------------------------------------
                             Managing Member



                             VANTAGEPOINT VENTURE PARTNERS III, L.P.

                             By:  VantagePoint Venture Associates III, L.L.C.,
                                  its general
                                  partner

                             By:  /s/ James D. Marver
                                  ---------------------------------------

                             Name:  James D. Marver
                                    -------------------------------------
                             Managing Member



                             VANTAGEPOINT COMMUNICATIONS PARTNERS, L.P.

                             By:  VantagePoint Communications Associates,
                                  L.L.C., its general partner

                             By:  /s/ James D. Marver
                                  ---------------------------------------

                             Name:  James D. Marver
                                    -------------------------------------
                             Managing Member



                             VANTAGEPOINT VENTURE PARTNERS 1996, L.P.

                             By:  VantagePoint Associates, L.L.C.,
                                  its general partner

                             By:  /s/ James D. Marver
                                  ---------------------------------------

                             Name:  James D. Marver
                                    -------------------------------------
                             Managing Member