**EXHIBIT
10.39**
 
 *Form
of Compensation Agreement for Certain Officers of DSL.net, Inc. (See Schedule A
Hereto for Officers and Amounts)*
 
 
 
 DSL.NET,
INC.
 545 Long
Wharf Dr., 5 th Fl.
 New
Haven, CT 06511
 
 February
3, 2005
 
 
 Mr. *[See
Schedule A Hereto]*
 c/o
DSL.net, Inc.
 545 Long
Wharf Drive, 5 th Floor
 New
Haven, CT 06511
 
 
 Mr. *[See
Schedule A Hereto]* :
 
 You have
been identified to receive cash compensation under this agreement in recognition
of your value to DSL.net, Inc. (the “Company”) and in anticipation of your
expected contributions to the Company during the 2005 calendar year and, in
particular, the critical first two quarters of this year. This cash compensation
is being made available to you in recognition of your unique knowledge and
skills and your continuing loyalty and dedication to the Company during this
critical period, and is in addition to your current compensation and any other
benefits to which you are or may become entitled.
 
 The
compensation payable hereunder is a fixed gross dollar amount, subject to all
applicable withholding taxes. The compensation amount, totaling $ *[See
Schedule A Hereto]* , will be
paid in three equal installments, the first 33.3% on June 30, 2005, the second
33.3% on August 31, 2005 and the final payment on December 31, 2005. You must be
employed by the Company on the aforementioned dates in order to receive each
payment, except as hereinafter provided. Your absolute right to receive each of
these respective payments shall vest on each of these dates, provided you have
not been earlier terminated by the Company for “Cause” or quit for other than
“Good Reason.” If, prior to a payment date, you are terminated by the Company
for “Cause,” or you resign from your position of employment with the Company
other than for “Good Reason,” you will forfeit the right to receive any
remaining unvested payments hereunder. For purposes of this agreement, the terms
“Cause” and “Good Reason” shall have the meanings ascribed to such terms in the
Company’s Amended and Restated 2001 Stock Option and Incentive Plan (the “Stock
Option Plan”).
 
 Upon the
occurrence of an Acceleration Event (as defined below) at any time on or after
the date of this agreement, you shall immediately fully vest in all remaining
payments that would have become due and payable hereunder but for the passage of
time and your continued employment with the Company, and you shall have the
right to immediately receive, and the Company, or its successor, shall
immediately pay or cause to be paid to you, the total amount of all such
remaining payments upon the occurrence of such Acceleration Event. For purposes
hereof, an Acceleration Event shall mean any of the following: (i) the Company
shall experience a “Change-in-Control” (as defined in the Stock Option Plan), or
(ii) you are terminated without Cause or terminate your employment with the
Company for Good Reason.
 
 Please
note that the payment to you of any compensation under this agreement does not
indicate a contract of employment or otherwise guarantee continued employment by
the Company for any particular time period. Subject to the terms of this
agreement, you remain an employee-at-will.
   1
   
 We are
excited to have you as a member of the team and look forward to your future
contributions.
 
 Sincerely,
  _____________________________________
 Name:
Kirby G. Pickle
 Title:
Chief Executive Officer
 
 Acknowledged
and Agreed to :
 
 
 _____________________________________
 Name: *[See
Schedule A Hereto]*
 Date:
February 3, 2005
 
 
   2
   SCHEDULE
A
 
 Officers
and Compensation Amounts
 
 Officer:
    Maximum
      AggregateCompensation Amount UnderAgreement:J.
      Keith Markley
    $125,000Robert
      J. DeSantis
    $125,000Marc
      R. Esterman
    $50,000Walter
      Keisch
    $50,000