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                                                                    EXHIBIT 3.03
                                                                    ------------

BY ACQUIRING THIS BRIDGE NOTE, THE HOLDER SHALL BE DEEMED TO REPRESENT AND
WARRANT TO THE COMPANY AND TO ANY AND EVERY PRIOR HOLDER OF THIS BRIDGE NOTE
THAT (i) THE HOLDER IS ACQUIRING THE SECURITIES SO ACQUIRED FOR THE HOLDER'S OWN
ACCOUNT, FOR INVESTMENT, AND NOT WITH A VIEW TO THE RESALE OR OTHER TRANSFER
THEREOF IN A DISTRIBUTION, HAVING NO PARTICIPATION IN ANY SUCH UNDERTAKING AND
NO PARTICIPATION IN THE UNDERWRITING THEREOF, (ii) THE HOLDER CAN AFFORD TO LOSE
THE ENTIRETY OF THE HOLDER'S INVESTMENT IN SUCH SECURITIES AND (iii) THE HOLDER
IS AN ACCREDITED INVESTOR AS DEFINED IN RULE 501(A) UNDER THE SECURITIES ACT OF
1933, AS AMENDED, AND HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND
BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF
ACQUIRING SUCH SECURITIES. BY ACQUIRING THIS BRIDGE NOTE, THE HOLDER SHALL BE
DEEMED TO COVENANT WITH THE COMPANY AND WITH ANY AND EVERY PRIOR HOLDER OF THIS
NOTE THAT THE HOLDER WILL NOT RESELL, PLEDGE OR OTHERWISE TRANSFER ANY OR ALL OF
THE SECURITIES SO ACQUIRED UNLESS AND UNTIL EITHER SUCH SECURITIES ARE
REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER
APPLICABLE STATE SECURITIES LAWS OR ELSE THE COMPANY HAS RECEIVED AN OPINION OF
COUNSEL ACCEPTABLE TO THE COMPANY, IN FORM REASONABLY ACCEPTABLE TO THE COMPANY,
TO THE EFFECT THAT THE PROPOSED TRANSFER DOES NOT REQUIRE REGISTRATION UNDER
SUCH ACT OR UNDER APPLICABLE STATE SECURITIES LAWS.

                                   BRIDGE NOTE

$[Principal Amount]                                                New Haven, CT
_______________                                                           [Date]

      For value received, the undersigned, DSL.net, Inc., a Delaware corporation
(the "Company"), promises to pay to [name of Holder], a [state of formation]
[type of entity] (together with its successors and permitted transferees and
assigns, the "Holder"), at the offices of Company located at 545 Long Wharf
Drive, New Haven, Connecticut, or at such other place as Company may designate
in writing to the undersigned, in lawful money of the United States of America,
and in immediately available funds, the principal sum of [________________] AND
NO/100 DOLLARS ($_______________________), together with interest on the
principal balance from time to time outstanding hereunder (computed on the basis
of a 360-day year for the actual number of days elapsed) from the date hereof
until paid in full at a per annum rate equal to twelve percent (12.0%),
compounded annually. This Note constitutes one of several "Bridge Notes" as
defined in that certain DSL.net, Inc. Series Y Preferred Stock Purchase
Agreement dated as of December 24, 2001 (the "Stock Purchase Agreement") among
the Company and the investors (including, without limitation, the initial
Holder) listed on Schedule A thereto. Capitalized terms used and not otherwise
                  ----------
defined herein have the meanings ascribed to them in the Stock Purchase
Agreement.

      1.    Payment.
            -------

            1.1   The principal balance and accrued interest under this Note
shall be payable in accordance with all terms and conditions of the Stock
Purchase Agreement as follows:

                  a.    principal hereof shall be repaid pro rata with principal
outstanding under the other Bridge Notes solely from the proceeds of the sale of
shares of the Company's Series Y Convertible Preferred Stock, par value $.001
per share (the "Series Y Shares"), at the Second Closing and, if the aggregate
                ---------------
principal of the Bridge Notes is not repaid in full prior to the Third Closing,
then at

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the Third Closing, in each case, concurrently with the consummation thereof, and
all interest on the Bridge Notes shall be forgiven on the principal that is
repaid at such Closings; or

                  b.    in the event the Second Closing and Third Closing have
not been consummated by June 30, 2002 (other than as a result of a breach by any
of the Investors of its obligations under Section 1.1 of the Stock Purchase
Agreement or a breach by any of the Investors of its obligations contained in
Section 2 of the Series Y Voting Agreement that, in either case, is not
effectively remedied, waived or cured within ten (10) business days following
such breach in performance or noncompliance), the entire principal balance and
accrued interest then outstanding under this Note and all other Bridge Notes
shall be due and payable on July 1, 2002.

The Company's obligation for the payment of principal and interest under this
Note shall rank pari passu with the other Bridge Notes. The Company covenants
that it shall make any and all payments of principal and interest due to the
holders of the Bridge Notes in proportion to the outstanding balance under such
Bridge Notes. If the Holder uses any portion of the principal of this Note to
pay a portion of the purchase price for Series Y Shares at the Second Closing or
Third Closing, the amount of principal so used shall be deemed to have been
repaid for purposes of Section 1.1 hereof.

            1.2   Interest shall accrue on any amount past due hereunder at
a rate equal to four percent (4.0%) per annum in excess of the interest rate
otherwise payable hereunder. All such interest shall be due and payable on
demand.

            1.3   In no event shall the amount of interest due or payable
under this Note exceed the maximum rate of interest allowed by applicable law
and, in the event any such payment is inadvertently paid by the undersigned or
inadvertently received by the Holder, then such excess sum shall be credited as
a payment of principal, unless the undersigned shall notify the Holder in
writing that the undersigned elects to have such excess sum returned to it
forthwith. It is the express intent of the parties hereto that the undersigned
not pay and the Holder not receive, directly or indirectly, in any manner
whatsoever, interest in excess of that which may be lawfully paid by the
undersigned under applicable law.

            1.4   Subject to Section 1.1 above, the Company may prepay this
Note in whole or in part, with all interest accrued to the date of such
prepayment.

            1.5   THE UNDERSIGNED, AND THE HOLDER BY ACCEPTING THIS NOTE,
EACH AGREE AND STIPULATE THAT THE ONLY CHARGE IMPOSED UPON THE UNDERSIGNED FOR
THE USE OF MONEY IN CONNECTION WITH THIS NOTE IS AND SHALL BE THE INTEREST
DESCRIBED IN THE FIRST PARAGRAPH HEREOF, AND FURTHER AGREE AND STIPULATE THAT
ALL OTHER CHARGES IMPOSED BY THE HOLDER ON THE UNDERSIGNED IN CONNECTION WITH
THIS NOTE, INCLUDING WITHOUT LIMITATION, ALL DEFAULT CHARGES, LATE CHARGES AND
ATTORNEYS' FEES, ARE CHARGES MADE TO COMPENSATE THE HOLDER FOR UNDERWRITING OR
ADMINISTRATIVE SERVICES AND COSTS OR LOSSES PERFORMED OR INCURRED, AND TO BE
PERFORMED OR INCURRED, BY THE HOLDER IN CONNECTION WITH THIS NOTE AND SHALL
UNDER NO CIRCUMSTANCES BE DEEMED TO BE CHARGES FOR THE USE OF MONEY. ALL CHARGES
OTHER THAN CHARGES FOR THE USE OF MONEY SHALL BE FULLY EARNED AND NONREFUNDABLE
WHEN DUE.

            2.    Subordination of Obligations under this Note. The Company,
                  --------------------------------------------
for itself, its successors and assigns, covenants and agrees, and the Holder by
such holder's acceptance hereof, likewise covenants and agrees, that
notwithstanding any other provision of the Stock Purchase Agreement or this
Note, the payment of the principal of and interest on this Note (other than the
payment of this Note

                                      -2-

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as contemplated by Section 1.1(a) above, as long as the proceeds from such
repayment is simultaneously used to purchase Series Y Shares, or by the
cancellation of this Note as payment of the purchase price for the Series Y
Shares as contemplated by Section 1.2(e) of the Stock Purchase Agreement) shall
be subordinated in right of payment, to the extent and in the manner hereinafter
set forth, to the prior payment in full of all Senior Debt (as hereinafter
defined) at any time outstanding. The provisions of this Section 2 shall
constitute a continuing representation to all Persons who, in reliance upon such
provisions, become the holders of or continue to hold Senior Debt, and such
provisions are made for the benefit of the holders of Senior Debt, and such
holders are hereby made obligees hereunder the same as if their names were
written herein as such, and they or any of them may proceed to enforce such
provisions against the Company or against the Holder of this Note without the
necessity of joining the Company as a party. At any time a holder of Senior Debt
requests that the Holder enter into a subordination agreement to reflect the
subordination of the indebtedness evidenced by this Note, the Holder of this
Note shall enter into any such subordination agreement reasonably requested by
such holder of Senior Debt.

            3.    Senior Debt Defined. The term "Senior Debt" shall mean all
                  -------------------
indebtedness of the Company for money borrowed from banks or other institutional
lenders, including any extension or renewals thereof, whether outstanding on the
date hereof or thereafter created or incurred, which is not by its terms
subordinate and junior to or on a parity with this Note.

            4.    Events of Default. The occurrence of any of the following
                  -----------------
shall constitute an "Event of Default" by the Company under this Note:

            (i)   Company shall fail to pay in full any principal, accrued
interest or other amounts due to Holder under the Note when due;

            (ii)  Company shall default in the performance of or compliance with
any material covenant, representation, warranty, agreement or other material
obligation of Company contained in the Stock Purchase Agreement, Voting
Agreements, Stockholders Agreement or this Note that is not remedied, waived or
cured within ten (10) business days following such default in performance or
noncompliance (provided that there shall be no cure period applicable to the
failure by the Company to pay in full any principal, accrued interest or other
amounts due to Holder hereunder);

            (iii) Any Stockholder (as defined in the VantagePoint Voting
Agreement) shall default in the performance of or compliance with the
obligations of such Stockholder contained in Section 2 of the Voting Agreement
executed by such Stockholder that is not remedied, waived or cured within ten
(10) days following such default in performance or noncompliance;

            (iv)  the institution by Company of proceedings to be adjudicated as
bankrupt or insolvent, or the consent by it to institution of bankruptcy or
insolvency proceedings against it or the filing by it of a petition or answer or
consent seeking reorganization or release under the federal Bankruptcy Act, or
any other applicable federal or state law, or the consent by it to the filing of
any such petition or the appointment of a receiver, liquidator, assignee,
trustee or other similar official of Company, or of any substantial part of its
property, or the making by it of an assignment for the benefit of creditors, or
the taking of corporate action by Company in furtherance of any such action;

            (v)   within forty-five (45) days after the commencement of an
action against Company (and service of process in connection therewith on
Company) seeking any bankruptcy, insolvency, reorganization, liquidation,
dissolution, or similar relief under any present or future statute, law or
regulation, such action shall not have been resolved in favor of Company or all
orders or proceedings thereunder affecting the operations or the business of
Company stayed or the stay of any such order or proceeding shall thereafter be
set aside, or within forty-five (45) days after the appointment

                                      -3-

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without the consent or acquiescence of Company of any trustee, receiver or
liquidator of Company, such appointment shall not have been vacated; or

            (vi)  any plan of liquidation or dissolution or winding up is
adopted by Company's board of directors or stockholders or the Company is
involuntarily dissolved or otherwise wound up.

            5.    Remedies Upon Default.
                  ---------------------

            5.1   Upon the occurrence of any Event of Default, the Holder may
proceed to protect and enforce its rights by suit in equity, action at law
and/or other appropriate proceeding either for specific performance of any
covenant, provision or condition contained in this Note or in aid of the
exercise of any power granted in this Note, and may at its option by notice to
the Company declare all or any part of the unpaid principal amount of this Note
then outstanding to be forthwith due and payable, and thereupon such unpaid
principal amount or part thereof, together with interest accrued thereon and all
other sums, if any, payable under this Note, shall become so due and payable
without presentation, presentment, protest or further demand or notice of any
kind, all of which are hereby expressly waived, and the Holder may proceed to
enforce payment of such amount or part thereof in such manner as it may elect.

            5.2   No delay or omission on the part of Holder in exercising any
right hereunder shall operate as a waiver of any such right or of any other
right of Holder, nor shall any delay, omission or waiver on any one occasion be
deemed a bar to or waiver of the same or any other right on any future occasion.
The rights and remedies of Holder shall be cumulative and may be pursued singly,
successively or together, in the sole discretion of Holder.

            5.3   The Company hereby waives (a) all presentments, demands for
performance, notice of nonperformance (except to the extent specifically
required by the provisions hereof), (b) any requirement of diligence or
promptness on the part of any holder of this Note in the enforcement of its
rights under this Note, (c) except to the extent required by other provisions of
this Note, any and all notices of every kind and description which may be
required to be given by any statute or rule of law, and (d) any defense of any
kind which it may now or hereafter have with respect to its liability under this
Note.

            6.    Miscellaneous.
                  -------------

            6.1   The Company shall pay all expenses incurred by the Holder in
the collection of this Note, including, without limitation, the reasonable fees
and disbursements of counsel to the Holder, if this Note is collected by or
through an attorney-at-law.

            6.2   THE UNDERSIGNED AGREES THAT ALL OF ITS PAYMENT OBLIGATIONS
HEREUNDER SHALL BE ABSOLUTE, UNCONDITIONAL AND, FOR THE PURPOSES OF MAKING
PAYMENTS HEREUNDER, THE UNDERSIGNED HEREBY WAIVES ANY RIGHT TO ASSERT ANY
SETOFF, COUNTERCLAIM OR CROSS-CLAIM.

            6.3   No delay or failure on the part of the Holder in the exercise
of any right or remedy shall operate as a waiver thereof, and no single or
partial exercise by the Holder of any right or remedy shall preclude other or
further exercise thereof or the exercise of any other right or remedy.

            6.4   This Note may only be amended by the Company with the consent
of the holders of 50% or more of the aggregate principal amount then outstanding
under all the Bridge Notes executed in connection with the Stock Purchase
Agreement. All amendments to this Note, and any waiver or consent of the Holder,
must be in writing and signed by such parties.

                                      -4-

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            6.5   THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF CONNECTICUT.

            6.6   This Note shall be binding upon the successors and permitted
assigns of the undersigned. The Company may not assign this Note to any person
or entity without the prior written consent of the Holder. A holder of this Note
may not assign or transfer this Note prior to July 1, 2002 to any person or
entity without the prior written consent of the undersigned.

            6.7   Any notice, demand, consent, declaration or other
communication hereunder shall be in writing and shall be deemed to have been
validly served, given or delivered: (a) upon the earlier of actual receipt and
three (3) business days after deposit in the United States Mail, registered or
certified mail, return receipt requested, with proper postage prepaid; (b) upon
transmission, when sent by telecopy or other similar facsimile transmission; (c)
one (1) business day after deposit with a reputable overnight courier with all
charges prepaid; or (d) when delivered, if hand-delivered by messenger, all of
which shall be addressed to the party to be notified and sent to the address or
facsimile number indicated below its signature hereto, in the case of the
undersigned, and as specified in the first paragraph hereof, in the case of
Holder, or to such other address (or facsimile number) as may be substituted by
notice given as herein provided.

                                      -5-

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      IN WITNESS WHEREOF, the undersigned has executed under seal and delivered
this Note as of the date and year first written above.

                                        DSL.NET, INC.

                                        By: ___________________________________
                                            Title: ____________________________





                                        Address for Notices:


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