EXHIBIT 10.38
                                                                   -------------

                             COMPENSATION AGREEMENT


     This Compensation Agreement (this "Agreement"), dated as of the 1st day of
January, 2004 (the "Effective Date"), is entered into by and between DSL.net,
Inc., a Delaware corporation (the "Company"), and David F. Struwas (the "Key
Officer").

     WHEREAS, the Company desires to afford the Key Officer the benefits set
forth in this Agreement, in recognition of the Key Officer's contributions to
the Company;

     NOW, THEREFORE, in consideration of the transactions contemplated hereby
and the respective covenants and agreements of the parties herein contained, the
parties hereto, intending to be legally bound hereby, agree as follows:

     1. Certain Compensation and Benefits.

          (a) Salary and Benefits. Without reducing any other benefits to which
the Key Officer is otherwise entitled, the Company hereby agrees to provide to
the Key Officer his base salary and benefits, at levels at least equal to those
to which the Key Officer is currently entitled, from the Effective Date through
at least March 31, 2004 (the "Retention Period"), in accordance with standard
Company payroll practices, unless the Key Officer quits without Good Reason (as
defined below) or is terminated by the Company for Cause (as defined below)
prior to expiration of the Retention Period.

          (b) Acceleration of Options. In addition to the foregoing, without
reducing any other benefits to which the Key Officer is otherwise entitled,
subject to Section 2(c) below, if the employment of the Key Officer is
terminated by the Company without Cause or the Key Officer quits for Good Reason
during the Retention Period or within nine (9) months following the expiration
of the Retention Period (i.e., on or prior to December 31, 2004) (the "Extension
Period"), all issued and outstanding unexercised stock options granted to such
Key Officer on or prior to the date of this Agreement shall immediately vest and
become exercisable for one (1) year following the termination date, with all
other terms governed by the Key Officer's respective stock option agreements
with the Company.

          (c) Certain Defined Terms. For purposes hereof, the term "Cause" shall
mean (i) habitual intoxication, (ii) illegal drug use or addiction, (iii)
conviction of a felony (or plea of guilty or nolo contendere with respect
thereto) which in any material respect impairs the reputation of, or in any
material respect harms, the Company, (iv) material failure or inability to
perform his agreements, duties or obligations as an employee of the Company,
other than from illness or injury, which failure is not cured by the Key Officer
within thirty (30) days (or such longer period as may be reasonably

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<PAGE>

necessary to cure such failure) following notice to the Key Officer from the
Company setting forth in reasonable detail the nature of such failure, or (v)
commission of any act, or failure to act, in bad faith which in any material
respect impairs the reputation of, or in any material respect harms, the
Company. For purposes hereof, "Good Reason" shall mean (i) the reduction of the
Key Officer's compensation or a reduction in the Key Officer's benefits not the
result of Company-wide changes made to the Company's benefits plans affecting
all or similarly situated employees of the Company, (ii) the relocation of the
Company's office where the Key Officer most recently worked to a location more
than thirty (30) miles from its then current location (without a corresponding
permission from the Company allowing the Key Officer to telecommute), provided
the Key Officer quits within fourteen (14) days after execution and delivery by
the Company of a duly authorized lease or other binding agreement committing the
Company to such relocation (provided, if the Company notifies the Key Officer of
the Company's decision to cancel its planned relocation, the Company shall be
deemed to have cured the event of "Good Reason" and the Key Officer's notice of
resignation shall be deemed revoked, and the status quo shall be maintained,
unless the Key Officer has already accepted employment with another employer),
(iii) a material reduction in the Key Officer's duties or position at the
Company, (iv) a failure on the part of the Company to pay the Key Officer when
due any salary, bonus or other material benefit due to him, provided, however,
that, in any such event, the Key Officer shall notify the Company of such event
and give it fifteen (15) days to remedy the situation before terminating his
employment, or (v) there exists a breach by the Company of any material term or
provision of any employment agreement between it and the Key Officer, provided,
however, that, in any such event, the Key Officer shall notify the Company of
such event and give it fifteen (15) days to remedy the situation before
terminating his employment.

          (d) Bonus. The Key Officer shall be eligible to receive a one-time,
cash bonus, in the amount of One Hundred Thousand Dollars ($100,000.00), upon
achievement by the Company of the performance goal authorized by the Company's
Board of Directors at its meeting held on January 13, 2004 (the "Target Goal").
This bonus shall be earned in accordance with the Target Goal criteria
established by the Company's Board of Directors at such meeting, and shall be
payable in lump-sum within thirty (30) days following achievement by the Company
of the Target Goal, regardless of whether the Key Officer is still employed by
the Company at the time of the achievement of Target Goal. The provisions of
this Section 1(d) shall survive the termination of this Agreement, in accordance
with its terms.

     2. Consequences of Termination.

          (a) Termination for Cause. Upon termination by the Company of the Key
Officer's employment for Cause during the Retention Period or the Extension
Period, all rights of the Key Officer under this Agreement shall immediately
terminate and the Company shall have no further obligations hereunder, other
than to pay to the Key Officer all base salary and accrued benefits owing as of
the date of termination in accordance with the Company's normal practices then
in effect.

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          (b) Termination for Death or Disability. If the Key Officer's
employment with the Company shall be terminated during the Retention Period or
the Extension Period due to death or Disability (as defined below), the Company
shall have no further obligations to the Key Officer or the Key Officer's heirs,
beneficiaries, administrators, executors or other personal representatives under
this Agreement, other than to pay to the Key Officer all base salary and accrued
benefits owing as of the date of termination in accordance with the Company's
normal practices then in effect. For purposes hereof, the term "Disability"
shall be used herein as defined in the Company's disability insurance policy in
effect with respect to the Key Officer or, absent same, shall mean the Key
Officer's inability, by reason of physical or mental incapacity (determined by a
licensed physician reasonably acceptable to the Key Officer and the Company), to
perform the essential functions of his job, with or without a reasonable
accommodation by the Company, for an aggregate of seventy-five (75) days during
any twelve (12) month period, as the case may be. Once the Key Officer has
become Disabled, payment of any further base salary and benefits, if any, shall
be subject to the Company's disability insurance coverage in effect with respect
to the Key Officer.

          (c) Termination Without Cause. If the Key Officer's employment with
the Company is terminated by the Company at any time during the Retention Period
or the Extension Period without Cause, then, without reducing any other benefits
to which the Key Officer is otherwise entitled, the Company will continue to
provide to the Key Officer, for six (6) months from and after April 1, 2004, in
the event the Key Officer was terminated without Cause on or prior to March 31,
2004, or the date of termination, in the event the Key Officer was terminated
without Cause on or after April 1, 2004 (the "Covered Period"), his benefits and
base salary in accordance with Company practices, less all withholdings required
under then current Company policy and applicable law or regulation, provided,
however, the foregoing payment of base salary shall be paid to the Key Officer
in lump sum within thirty (30) days of the termination date, less all required
withholdings; provided, further, however, that the Key Officer agrees that his
eligibility to receive any and all compensation and benefits described in this
Section 2(c) and in Section 1(b) shall be subject to and contingent upon the Key
Officer's execution of a full and complete release in favor of the Company,
substantially in the form of that attached hereto as Exhibit A (including any
changes thereto necessitated by applicable law at the time of execution, the
"Release"). The Key Officer shall return to the Company, in cash, the value of
any compensation and benefits paid to him upon a violation of the provisions of
said Release (except to the extent application of the foregoing clause would
invalidate any waiver given thereunder) or the provisions of any of Sections 3
through 4 of this Agreement. No payments of compensation or benefits under
Section 2(c) or Section 1(b) shall be made nor rights of enforceability with
respect thereto vested until the revocation period, if any, referred to in the
Release shall have expired.

                                                                               3
<PAGE>

          (d) Termination by the Key Officer. A termination of the Key Officer's
employment with the Company during the Retention Period or the Extension Period
by the Key Officer upon his voluntary termination or resignation (other than a
termination of employment with the Company by the Key Officer for Good Reason)
shall be treated (solely for purposes of determining the Key Officer's
eligibility to receive the compensation and benefits referred to herein) as a
termination for Cause under Section 2(a). The Key Officer agrees to provide the
Company with at least fourteen (14) days' prior written notice of his voluntary
cessation of employment hereunder, subject to the Company's right to waive, upon
notice to the Key Officer, such requirement and accelerate the effectiveness of
the Key Officer's voluntary cessation of employment to an earlier time and date
(but not earlier than the date of the Key Officer's giving of notice of his
voluntary cessation of employment to the Company), it being mutually understood
and agreed that the Company shall to continue to pay the Key Officer his
compensation and benefits during the time of continued employment, if any,
following the Key Officer's notice of his voluntary cessation of employment up
through the effective date of termination. A termination of the Key Officer's
employment with the Company during the Retention Period or the Extension Period
by the Key Officer for Good Reason shall be treated as a termination without
Cause under Section 2(c).

          (e) Status upon Termination. The termination of the Key Officer's
employment hereunder, for any reason whatsoever, shall constitute the
termination of this Agreement (subject to Section 6(i) hereof) and the Key
Officer's effective termination from any and all positions of employment with
the Company and all of its affiliates, unless otherwise mutually agreed to by
the parties hereto.

     3. Non-solicitation and Confidentiality.

          (a) Non-solicitation. Without limiting any other non-solicitation
restrictions previously agreed to by the Key Officer as part of his employment
arrangement with the Company, while an employee of the Company and during any
Covered Period, the Key Officer agrees not to (i) solicit any employee of the
Company or any of the Company's affiliates to leave the employ of the Company or
such affiliate nor to hire any of the foregoing persons; provided, however, by
way of clarification, the Key Officer shall not be deemed in breach of this
clause (i) (A) in the event he or his new employer launches a general job search
(through advertisement, job posting, or recruiter) that does not exclusively
target the Company's employees or (B) in the event he or his new employer hires
an employee of the Company or any of its affiliates who initiated employment
discussions with the Key Officer or his new employer or who responded to a
general job search campaign or recruiter inquiry that did not exclusively target
the Company's employees; or (ii) solicit or cause to be solicited the business
of any current customer or client of the Company or any of the Company's
affiliates with respect to any line of business engaged in (or planned to be
engaged in) by the Company, whether now existing or hereafter established,
provided, however, the Key Officer shall not be deemed in breach of this clause
(ii) as a result of mass marketing campaigns aimed at prospects on customer

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lists obtained by the Key Officer or his new employer from sources other than
the Company, and not in violation of this Agreement, and which do not expressly
target the Company's customers or clients in particular.

          (b) Confidentiality. Without limiting any other non-disclosure
obligations previously agreed to by the Key Officer as part of his employment
arrangement with the Company, during and after the term of this Agreement, the
Key Officer shall not, except as may otherwise be required by law, directly or
indirectly disclose to any person or entity, or use or cause to be used in any
manner adverse to the interests of the Company or any affiliate thereof, any
Confidential Information (as defined below). The Key Officer agrees that, upon
the termination of the Key Officer's employment with the Company, all tangible
Confidential Information and Company property and duplicates thereof in the
possession or control of the Key Officer, in any form or format, shall forthwith
be returned to the Company and shall not be retained by the Key Officer or
furnished or communicated to any third party in any form whatsoever. Prior to
any disclosure of Confidential Information required by law, the Key Officer
shall provide prompt notice thereof to the Company so as to allow the Company to
seek appropriate injunctive relief and shall reasonably assist the Company in
its efforts to limit such disclosure. The Key Officer further acknowledges and
agrees to abide by his continuing obligation to not make use of any material
non-public information with respect to the Company in a manner violative of
applicable securities laws.

     As used in this Section 3(b), the term "Confidential Information" shall
mean the following: (i) information disclosed to the Key Officer or known by the
Key Officer as a consequence of the Key Officer's relationship with the Company
and any affiliate thereof, not generally known in the industry of the Company's
(or an affiliate's) business, about the Company's or an affiliate's business,
employees, customers, directors, officers, partners, or shareholders; sales or
marketing methods; business plans, methods and forecasts; service locations;
customer, prospect and vendor lists; finances; or trade marks, trade secrets and
other intellectual property, including without limitation, material non-public
information about the Company's operations or business; (ii) information
disclosed to the Key Officer or known by the Key Officer as a consequence of the
Key Officer's relationship with the Company, or any affiliate thereof, not
generally known in the businesses in which the customers of the Company or its
affiliates are or may be engaged, about the business, products, processes, trade
information and services of any such customer; and (iii) the terms of this
Agreement, except to the extent that this Agreement has been publicly disclosed
by the Company pursuant to applicable securities laws or the regulations of a
governing exchange or market on which the Company's shares of common stock are
then traded; provided, however, that the Key Officer may disclose the terms of
this Agreement to his immediate family, tax and legal advisors, or as required
by law.

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<PAGE>

          (c) Severability. The invalidity or unenforceability of this Section 3
in any respect shall not affect the validity or enforceability of this Section 3
in any other respect, or of any other provision of this Agreement. In the event
that any provision of this Section 3 shall be held invalid or unenforceable by a
court of competent jurisdiction by reason of the scope or the duration thereof
or for any other reason, such invalidity or unenforceability shall attach only
to the particular aspects of such provision found invalid or unenforceable as
applied and shall not affect or render invalid or unenforceable any other
provision of this Section 3 or the enforcement of such provision in other
circumstances, and, to the fullest extent permitted by law, this Section 3 shall
be construed as if the scope or the duration of such provision or other basis on
which such provision has been challenged had been more narrowly drafted so as
not to be invalid or unenforceable, so that the Agreement is construed broadly
so as to capture as much of the original intent as possible.

     4. No Disparaging Statements. The Key Officer and the Company mutually
agree to refrain, during the Covered Period, from making any disparaging
statements, either orally or in writing, about the other party, or, in the case
of the Key Officer, any affiliate of the Company or any director, officer,
security holder, commercial partner, employee, agent or other representatives of
the Company, or any affiliate thereof. The foregoing shall not restrict the
Company from disclosing to third parties the Key Officer's termination of
employment with the Company.

     5. Injunctive Relief. The Key Officer acknowledges and agrees that the
Company and its affiliates are engaged in a highly competitive business and that
the protections of the Company and each such affiliate set forth in Sections 3
and 4 of this Agreement are fair and reasonable and are of vital concern to the
Company and its affiliates. Further, the Key Officer acknowledges and agrees
that monetary damages for any violation of Sections 3 or 4 of this Agreement
will not adequately compensate the Company and its affiliates with respect to
any such violation. Therefore, in the event of a breach by the Key Officer of
any of the terms and provisions contained in Sections 3 or 4 of this Agreement,
the Company (and/or its affected affiliates) shall be entitled to institute
legal proceedings to obtain damages for any such breach and/or to enforce the
specific performance of this Agreement by the Key Officer and to enjoin the Key
Officer from any further violations. The remedies available to the Company and
its affiliates pursuant to this Section 5 may be exercised cumulatively by the
Company (and its affiliates) in conjunction with all other rights and remedies
provided by law. The Key Officer agrees that the provisions of this Section 5,
and the provisions of Sections 3 and 4, shall survive the termination or
expiration of this Agreement and the termination or expiration of the Key
Officer's employment with the Company, regardless of how the Key Officer's
employment may be or has been terminated.

     6. Miscellaneous.

          (a) Governing Law; Disputes. The validity, interpretation,
construction and performance of this Agreement shall be governed by the laws of
the State of Connecticut without regard to its conflicts of law principles.
Actions to enforce this

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Agreement shall be brought only in a state or federal court located in the State
of Connecticut. Each party irrevocably (a) submits to the personal jurisdiction
of such courts and waives any objection to the laying of venue therein or any
inconvenient forum and (b) consents to service of process at the address given
under Section 6(c) hereof. In the event of any litigation arising in respect of
this Agreement, the prevailing party shall be reimbursed by the other party for
all reasonable fees and expenses (including attorneys' reasonable fees and
expenses) incurred in respect of such litigation.

          (b) Modification. No provision of this Agreement may be modified,
amended, waived or discharged unless such waiver, modification, amendment or
discharge is agreed to in writing and signed by the Key Officer and a duly
authorized representative of the Company. No waiver by either party hereto at
any time of any breach by the other party hereto of, or compliance with, any
condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar provisions or conditions at
the same or at any prior or subsequent time. Until signed by both parties
hereto, this Agreement represents a non-binding offer only, and shall be
revocable by either party hereto upon notice to the other party.

          (c) Notices. All notices and other communications furnished or
required hereunder shall be in writing and shall be delivered to each party
hereto by personal delivery, by priority overnight delivery sent via a
nationally recognized courier (charges for the account of sender), by facsimile
transmission or by registered or certified U.S. mail, return receipt requested,
addressed as follows:

                           if to the Company, to:

                                    DSL.net, Inc.
                                    545 Long Wharf Drive, 5th Floor
                                    New Haven, CT 06511
                                    Attn:  Chief Executive Officer
                                    Facsimile:  (203) 624-4231
                                    Telephone:  (203) 772-1000

                           with a copy to the Company's General Counsel, at the
                           above address, and,

                           if to the Key Officer, to:

                                    David F. Struwas
                                    399 Woodhouse Ave.
                                    Wallingford, CT 06492
                                    Facsimile:  (___) __________
                                    Telephone:  (203) 269-1853

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<PAGE>

, or to such other address as either party may specify by notice to the other
party given as aforesaid. Such notices shall be deemed to be effective five (5)
business days after the same shall have been deposited, postage prepaid, in the
U.S. mail, upon personal delivery, if the same shall have been delivered by
hand, one (1) business day after deposit with an overnight courier, if sent via
priority overnight delivery, or upon receipt of electronic facsimile
confirmation, as the case may be. As used herein, a "business day" shall mean
any weekday other than a federal U.S. holiday.

          (d) Assignment. This Agreement may not be assigned by the Key Officer.
This Agreement shall be binding upon and inure to the benefit of the Key Officer
and his executors, legal guardians and heirs, the Company, and the Company's
successors and assigns. Any assignment in contravention of this paragraph (d)
shall be null and void.

          (e) Integration; Interpretation. This Agreement sets forth the entire
agreement of the parties hereto in respect of the subject matter expressly
contained herein. In the event of a conflict between this Agreement and any
other agreement between the parties, this Agreement shall prevail to the limited
extent of the specific subject matter of the conflict. Notwithstanding any other
term or provision of this Agreement to the contrary, nothing herein, nor the
election on the part of the Key Officer to revoke or to not execute and deliver
the Release, shall limit or reduce any rights to compensation or benefits of any
kind, including without limitation stock option acceleration rights and/or
health, dental and life insurance benefit continuation rights, owing to the Key
Officer under separate employment, severance, stock option or other agreements
between the Key Officer and the Company, it being mutually understood and agreed
that the Key Officer's execution and delivery of the Release is in consideration
of the Company's provision to the Key Officer of the compensation and benefits
set forth in this Agreement to which the Key Officer is not otherwise entitled.

          (f) Invalidity. If any provision of this Agreement shall be determined
by any court of competent jurisdiction to be unenforceable or invalid to any
extent, the remainder of this Agreement shall not be affected thereby, and this
Agreement shall be construed to the fullest extent possible so as to give effect
to the intentions of the provision found unenforceable or invalid.

          (g) Headings. All headings contained in this Agreement are for
reference purposes only and shall not in any way effect the meaning or
interpretation of any provision or provisions of this Agreement.

          (h) Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed to be an original but all of which together will
constitute one and the same instrument.

          (i) Survival. This Agreement shall terminate upon the earlier to occur
of the termination of the Key Officer's employment with the Company or 11:59

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<PAGE>

p.m., Eastern Time, on December 31, 2004; provided, however, the operative
provisions of this Agreement which, by logical context, are necessary to
interpret and enforce this Agreement so as to give effect to the parties' intent
shall survive any such termination or expiration.

     IN WITNESS WHEREOF, the parties have executed this Agreement, effective as
of the date above written.


                                    DSL.NET, INC.:


                                    By: /s/ John Keith Markley
                                        ---------------------------
                                    Name: John Keith Markley
                                    Title: President & Chief Operating Officer



                                    KEY OFFICER:


                                    /s/ David F. Struwas
                                    ---------------------------
                                    Name: David F. Struwas


Attachment:
-----------

Exhibit A - Release



                                                                               9
<PAGE>

                               RELEASE AND WAIVER


     This Release and Waiver (this "Release"), dated as of ________________ ___,
_______, is entered into by and between David F. Struwas, an individual residing
at __________________________________________ (the "Employee"), and DSL.net,
Inc., a Delaware corporation having a principal place of business at 545 Long
Wharf Drive, 5th Floor, New Haven, CT 06511 (the "Company").

                              W I T N E S S E T H:


     WHEREAS, the Employee has heretofore been employed by the Company, and is a
party to that certain Compensation Agreement, dated as of January 1, 2004, by
and between the Employee and the Company (the "Agreement");

     WHEREAS, the Employee's employment with the Company has been terminated (or
is being terminated commensurate herewith) as of the date hereof; and

     WHEREAS, as a condition to the payment to the Employee of certain payments
and benefits described in the Agreement, the Agreement requires that the
Employee execute and deliver this Release in favor of the Company;

     NOW, THEREFORE, in consideration of the foregoing and the promises and
covenants set forth herein, the Employee and the Company agree as follows:

     1. Release by the Employee. In consideration of the mutual promises
contained herein, the Employee hereby releases and forever discharges the
Company, its past and present affiliates and its and their past and present
security holders, directors, officers, representatives, agents, employees,
attorneys, employee benefit plans and their fiduciaries, and their successors
(all collectively referred to hereinafter as the "Released Parties"), from any
and all claims, charges, complaints, liens, demands, causes of action,
obligations, damages and liabilities (all hereinafter referred to as a "Claim"),
known or unknown, matured or unmatured, fixed or contingent, that he ever had,
now has or may hereafter claim to have against the Released Parties arising
directly or indirectly out of, or in any way connected with or based upon, or
related in any way to, his employment by the Company, or his termination of
employment with the Company, including, but not limited to, any Claim under
local, state or federal law based on a claim of discrimination on the basis of
age, race, color, religion, creed, sex, sexual harassment, sexual orientation,
marital status, national origin, ancestry, present or past history of physical
or mental disability or handicap, learning disability or veterans status, or
based upon any other status or category protected under law, infliction or
commitment of any tort, including wrongful termination of employment, and breach
of contract, whether actual or implied or whether written or oral, and any
associated attorneys' fees and expenses, in any case, through the date hereof.
This waiver specifically refers to rights or Claims arising under the Federal
Age Discrimination in Employment Act, 29 U.S. Code ss. 626(f). Other than Claims
which may arise or accrue out of the subject matter of the Claims released
above, the Employee does not waive rights or Claims against the Released Parties
that may arise after the date hereof.

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<PAGE>

The Employee waives rights or Claims in exchange for the consideration referred
to in the Agreement (the "Benefits"), which consideration is in addition to
anything of value from the Company to which the Employee already is entitled.

     2. Settlement of Amounts Due. The Employee accepts the Benefits set forth
in the Agreement, together with any payments and benefits previously provided by
the Company to him, as full, complete and unconditional payment, settlement,
accord and/or satisfaction of any and all obligations and liabilities of the
Released Parties to the Employee, and with respect to all Claims that could be
asserted by the Employee against the Released Parties arising out of the
Employee's employment and/or other relationship with the Company, its
subsidiaries and/or affiliates, or any change in and/or cessation of such
employment or relationship, including, without limitation, any and all Claims
for wages, salary, vacation pay, compensation, draws, incentive pay, bonuses,
stock, stock options, deferred compensation, commissions, severance pay,
attorney's fees, ownership or equity interests in the Company, exemplary damages
or other benefits, costs or sums.

     3. Denial of Admission of Liability. The Employee acknowledges that this
Release does not constitute an admission or concession by any Released Party of
any liability or of any violation of any law in any jurisdiction on account of
any of the Claims of the Employee which may have existed up to the date hereof.

     4. Forfeiture of Payments. The Employee acknowledges and agrees that the
Benefits are being provided by the Company as consideration for the execution of
this Release, and that he is not otherwise entitled to the Benefits. Therefore,
the Employee waives his right to the consideration of the Benefits and agrees
that he will return to the Company or reimburse the Company for the Benefits if
he makes or files any Claim released under the provisions of this Release, or
materially breaches any other terms and conditions of this Release or the
Agreement, or revokes this Release pursuant to Section 10 hereof (except to the
extent application of the foregoing clause would invalidate any waiver given
hereunder). The Employee recognizes and agrees that any waiver of his right to
the Benefits provided by the Company under the Agreement shall not limit in any
way the Company's ability to enforce any of its rights under the Agreement, this
Release or applicable law.

     5. Successors and Assigns. This Agreement shall bind, and shall inure to
the benefit of, the parties' respective heirs, executors, guardians, trustees,
administrators, successors, assigns and legal representatives.

     6. Cooperation by the Employee. The Employee covenants and agrees to fully
cooperate with the reasonable requests of any of the Released Parties in the
defense or prosecution of any claims or actions which relate to the business
conducted by the Released Parties during such time as the Employee was employed
by the Company. The Employee also shall cooperate fully with the Released
Parties in connection with any investigation or review of any federal, state or
local regulatory authority, as any such investigation or review relates to
events or occurrences that transpired while the Employee was employed by the
Company.

     7. Validity; Governing Law; Headings. Should any of the provisions of this
Release be declared or determined by any court to be illegal or invalid, the
validity of the

                                       ii
<PAGE>

remaining parts, terms or provisions shall not be affected thereby and the
illegal or invalid part, term or provision shall not be deemed to be part of
this Release. This Release shall be governed by the laws of the State of
Connecticut without regard to its conflicts of law rules. Any action or
proceeding against any party to this Release relating in any way to this Release
shall be brought only in the state or federal courts located in the State of
Connecticut, and each party to this Release irrevocably (i) submits to the
jurisdiction of each such court in respect of any such action or proceeding and
(ii) consents to service of process at the address given in the preamble to this
Agreement, above, or such other address as either party shall have notified the
other of, in writing (which, for the Company, may include such revised corporate
address as shall be posted on the Company's Web site (www.dsl.net, or such
successor site) or otherwise publicly disclosed, generally),for the limited and
specific purpose of prosecuting and/or defending any action regarding the
construction and/or enforcement of this Release or otherwise relating to the
matters covered by this Release. Each party to this Release irrevocably waives,
to the fullest extent permitted by applicable law, any objection that it may now
or hereafter have to the laying of venue of any such action or proceeding in the
aforementioned courts for the limited purposes described herein, and any claim
that any such action or proceeding brought in any such court has been brought in
an inconvenient forum. Section headings herein are for reference purposes only
and the language thereof shall not be afforded any interpretative intent.

     8. Advice of Counsel. The Employee has been advised to seek counsel of his
own choosing, he has had an opportunity to do so prior to executing this Release
and he acknowledges that he has signed this Release knowingly, freely and
voluntarily. The Employee acknowledges and agrees that he has been given a
period of at least forty-five (45) days within which to consider, execute and
deliver this Release.

     9. Counterparts. This Release may be executed in counterparts, each of
which shall be deemed to be an original but all of which together will
constitute one and the same instrument.

     10. Revocation of Release. The Employee acknowledges and agrees that he may
revoke this Release at any time up to and including the seventh (7th) day after
his execution hereof. Any such revocation must be received in writing by the
Company by 5:00 p.m. Eastern Time on the date ending said revocation period. If
revoked, this Release shall be null and void in its entirety. This Release shall
not be enforceable or effective until the expiration of the foregoing 7-day
period.

     11. OWBPA. Attached hereto as Schedule 1 is a list identifying information
required to be disclosed to the Employee by the Older Workers' Benefit
Protection Act, 29 U.S.C. Section 621, et seq. ("OWBPA"), as applicable. The
contents of such Schedule 1 are confidential information of the Company, and may
not be disclosed by the Employee to any third party other than the Employee's
attorney (or pursuant to a court order, and then only after giving the Company
prior written notice and cooperating with the Company in its pursuit of a
protective order with respect thereto), provided said attorney agrees to
maintain the confidentiality of such information pursuant to written
confidentiality restrictions at least as restrictive as those set forth herein.

                                       iii
<PAGE>

     12. Amendment. This Release may not be amended or terminated (subject to
Section 10 of this Release) except by a written instrument executed by the
parties hereto.

     IN WITNESS WHEREOF, the parties have caused this Release to be executed and
delivered on the dates set forth below, effective as of the date first above
written.

                              DSL.net, Inc.



                              By:________________________
                              Name:  _____________________
                              Title:  ______________________
                              Date:  ______________________



                              ----------------------------
                              Name:  David F. Struwas
                              Date:  ________________________




                                       iv
<PAGE>

                                   SCHEDULE 1
                                   ----------

                                OWBPA Disclosure

                                 (if applicable)

========================== ============ =================== ====================
    JOB TITLE/POSITION          AGE           SELECTED          NOT SELECTED
========================== ============ =================== ====================

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

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

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

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

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

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

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


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