EXHIBIT 4.01
                                                                    ------------
                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                                  DSL.NET, INC.

(Pursuant to Sections 242 and 245 of the General Corporation Law of the State of
Delaware)

DSL.net, Inc., a corporation organized and existing under and by virtue of the
General Corporation Law of the State of Delaware (the "General Corporation
Law"), DOES HEREBY CERTIFY:

FIRST: That the name of this corporation is DSL.net, Inc. and that this
corporation was originally incorporated pursuant to the General Corporation Law
on March 3, 1998 under the name DSL.net, Inc.

SECOND: That the Board of Directors duly adopted resolutions proposing to amend
and restate the certificate of incorporation of this corporation, declaring said
amendment and restatement to be advisable and in the best interests of this
corporation and its stockholders, and authorizing the appropriate officers of
this corporation to solicit the consent of the stockholders therefor, which
proposed amendment and restatement is as follows:

                                    ARTICLE I
                  The name of this corporation is DSL.net, Inc.

                                   ARTICLE II
The address of the registered office of this corporation in the State of
Delaware is 1013 Centre Road, in the City of Wilmington, County of New Castle.
The name of its registered agent at such address is Corporation Service Company.

                                   ARTICLE III
The nature of the business or purposes to be conducted or promoted is to engage
in any lawful act or activity for which corporations may be organized under the
General Corporation Law of Delaware.

                                   ARTICLE IV
A. Classes of Stock. This corporation is authorized to issue two classes of
stock to be designated, respectively, "Common Stock" and "Preferred Stock." The
total number of shares that this corporation is authorized to issue is
220,000,000 shares, of which 200,000,000 shares shall be Common Stock with a par
value of $.0005 per share and 20,000,000 shares shall be Preferred Stock with a
par value of $.001 per share.

B. Preferred Stock. Shares of the Preferred Stock may be issued from time to
time in one or more classes or series. The Board of Directors of the corporation
shall have authority to the fullest extent permitted under the General
Corporation Law to adopt resolutions from time to time fixing, for each class or
series of Preferred Stock, the voting powers, whether full, limited or no voting
powers, and such designations, preferences and relative, participating, optional
or other special rights, and qualifications, or restrictions thereof, and
fixing, altering or reducing the number of shares comprising any such class or
series, subject to any requirements of the General Corporation Law and the
corporation's certificate of incorporation.

The authority of the Board of Directors with respect to each such class or
series shall include, without limitation of the foregoing, the right to
determine and fix the following preferences and powers, which may vary as
between different classes or series of Preferred Stock:

1. the distinctive designation of such class or series and the number of shares
to constitute such class or series of Preferred Stock;

2. the rate at which dividends, if any, on the shares of such class or series of
Preferred Stock shall be declared and paid, or set aside for payment, whether
dividends at the rate so determined shall be cumulative or accruing, and whether
the shares of such class or series shall be entitled to any participating or
other dividends in addition to dividends at the rate so determined, and if so,
on what terms;

3. the right or obligation, if any, of this corporation to redeem shares of the
particular class or series of Preferred Stock and, if redeemable, the price,
terms and manner of such redemption;

4. the special and relative rights and preferences, if any, and the amount or
amounts per share, which the shares of such class or series of Preferred Stock
shall be entitled to receive upon any voluntary or involuntary liquidation,
dissolution or winding up of this corporation;

5. the terms and conditions, if any, upon which shares of such class or series
of Preferred Stock shall be convertible into, or exchangeable for, shares of
capital stock of

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this corporation of any other class or series, including the price or prices or
the rate or rates of conversion or exchange and the terms of adjustment, if any;

6. the obligation, if any, of this corporation to retire, redeem or purchase
shares of such class or series of Preferred Stock pursuant to a sinking fund or
fund of a similar nature or otherwise, and the terms and conditions of such
obligation;

7. the voting rights, if any, including special voting rights with respect to
the election of directors and matters adversely affecting any class or series of
Preferred Stock;

8. the limitations, if any, on the issuance of additional shares of such class
or series or any shares of any other class or series of Preferred Stock; and

9. such other preferences, powers, qualifications, special or relative rights
and privileges thereof as the Board of Directors of this corporation may deem
advisable and are not inconsistent with law, the provisions of this
corporation's certificate of incorporation or the provisions of any certificate
of designation of any class or series of Preferred Stock.

C. Common Stock. The rights, preferences, privileges and restrictions granted to
and imposed on the Common Stock are as set forth below in this Article IV(C).

1. Dividend Rights. Subject to the prior rights of holders of all classes of
stock at the time outstanding having prior rights as to dividends, the holders
of the Common Stock shall be entitled to receive, when and as declared by the
Board of Directors, out of any assets of this corporation legally available
therefor, such dividends as may be declared from time to time by the Board of
Directors.

2. Liquidation Rights. Upon the liquidation, dissolution or winding up of this
corporation and after distribution in full of the preferential amounts, if any,
to be distributed to the holders of shares of the Preferred Stock, the holders
of shares of Common Stock shall be entitled to receive all of the remaining
assets of the corporation of whatever kind available for distribution to
stockholders ratably in proportion to the number of shares of Common Stock held
by them respectively, unless otherwise provided by law or the corporation's
certificate of incorporation or in any certificate of designation filed in
accordance with the General Corporation Law of the State of Delaware with
respect to the designation of any class or series of Preferred Stock.

3. Redemption. The Common Stock is not redeemable.

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4. Voting Rights.

(a) Except as may be provided in this corporation's certificate of incorporation
or in any certificate of designation of any class or series of Preferred Stock,
the holder of each share of Common Stock shall have the right to one vote for
each such share, and shall be entitled to notice of any stockholders' meeting in
accordance with the by-laws of this corporation, and shall be entitled to vote
upon all matters voted on by stockholders of this corporation.

(b) Notwithstanding the provisions of Section 242(b)(2) of the General
Corporation Law, the holders of Common Stock shall vote together with the
holders of the Preferred Stock, if any, as a single class with respect to any
proposed amendment hereto that would increase the number of authorized shares of
Common Stock with each such share being entitled to such number of votes per
share as is provided in this Article IV, and the holders of the Common Stock
shall not be entitled to a separate class vote with respect thereto.

5. Residual Rights. All rights accruing to the outstanding shares of capital
stock of this corporation not expressly provided for to the contrary herein or
in any certificate of designation of any class or series of Preferred Stock
shall be vested in the Common Stock.

                                    ARTICLE V

Except as otherwise provided in this certificate of incorporation, in
furtherance and not in limitation of the powers conferred by statute, the Board
of Directors is expressly authorized to make, repeal, alter, amend and rescind
any or all of the by-laws of this corporation.

                                   ARTICLE VI

A. Number of Directors. The number of directors of this corporation shall be
fixed from time to time by a resolution of the Board of Directors.

B. Classes of Directors. This Part B of Article VI shall be effective commencing
with the election of directors to be held at the first annual meeting of
stockholders of this corporation after the filing of this Second Amended and
Restated Certificate of Incorporation (the date of such first annual meeting
shall be referred to as the "Commencement Date").

1. Commencement and Size of Classes. The Board of Directors shall be divided
into three classes: Class I, Class II and Class III. No one class shall have
more than one director more than any other class.

2. Terms of Office. Each director shall serve for a term ending on the date of
the third annual meeting following the annual meeting of stockholders at

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which such director was elected; provided, however, that each initial director
in Class I shall serve for a term ending on the date of the first annual meeting
of stockholders held after the Commencement Date; each initial director in Class
II shall serve for a term ending on the date of the second annual meeting of
stockholders held after the Commencement Date; and each initial director in
Class III shall serve for a term ending on the date of the third annual meeting
of stockholders held after the Commencement Date.

3. Allocation of Directors Among Classes in the Event of Increases or Decreases
in the Number of Directors. In the event of any increase or decrease in the
authorized number of directors, (i) each director then serving as such shall
nevertheless continue as a director of the class of which he or she is a member
until the expiration of such director's current term or his or her prior death,
removal or resignation and (ii) the newly created or eliminated directorships
resulting from such increase or decrease shall be apportioned by the Board of
Directors among the three classes of directors so as to ensure that no one class
has more than one director more than any other class. To the extent possible,
consistent with the foregoing rule, any newly created directorships shall be
added to those classes whose terms of office are to expire at the earliest dates
following such allocation, unless otherwise provided for from time to time by
resolution adopted by a majority of the directors then in office, even if less
than a quorum. No decrease in the number of directors constituting the whole
Board of Directors shall shorten the term of an incumbent Director.

C. Election of Directors. Elections of directors need not be by written ballot
except as and to the extent provided in the by-laws of the corporation.

D. Removal of Directors.

1. During the period between the date of the filing of this Second Amended and
Restated Certificate of Incorporation and the Commencement Date, any one or more
or all of the directors may be removed (i) without cause only by the affirmative
vote of the holders of shares of voting stock of this corporation representing
at least seventy-five percent (75%) of the voting power of all of the then
outstanding shares of capital stock of this corporation entitled to vote
generally in the election of directors, voting together as a single class; and
(ii) with cause only by the affirmative vote of the holders of shares of voting
stock of this corporation representing at least a majority of the voting power
of all of the then outstanding shares of capital stock of this corporation
entitled to vote generally in the election of directors, voting together as a
single class.

2. From and after the Commencement Date, any one or more or all of the directors
may be removed, only for cause, by the affirmative vote of the holders of shares
of voting stock of this corporation representing at least seventy-five percent
(75%) of the voting power of all of the then outstanding shares of capital stock
of this corporation entitled to vote generally in the election of directors,
voting together as a single class.

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E. Tenure. Notwithstanding any provisions to the contrary contained in this
corporation's certificate of incorporation, each director shall hold office
until his or her successor is elected and qualified, or until his or her earlier
death, resignation or removal.

F. Vacancies. Any vacancy in the Board of Directors, however occurring
(including a vacancy resulting from an enlargement of the Board of Directors),
may be filled by vote of a majority of the directors then in office, even if
less than a quorum, or by a sole remaining director. A director elected to fill
a vacancy shall be elected for the unexpired term of his or her predecessor in
office, if applicable, and a director chosen to fill a position resulting from
an increase in the number of directors shall hold office until the next election
of the class for which such director shall have been chosen.

G. Quorum. A majority of the total number of the whole Board of Directors shall
constitute a quorum at all meetings of the Board of Directors. If one or more of
the directors shall be disqualified to vote at any meeting, then the required
quorum shall be reduced by one for each such director so disqualified; provided,
however, that in no case shall less than one-third (1/3) of the total number of
the whole Board of Directors fixed in accordance with this Article VI constitute
a quorum. In the absence of a quorum at any such meeting, a majority of the
directors present may adjourn the meeting from time to time without further
notice other than announcement at the meeting, until a quorum shall be present.

H. Action at Meeting. At any meeting of the Board of Directors at which a quorum
is present, the vote of a majority of those present shall be sufficient to take
any action, unless a different vote is specified by law or the corporation's
certificate of incorporation or by-laws.

I. Stockholder Nominations and Introduction of Business, Etc. Advance notice of
stockholder nominations for election of directors and other business to be
brought by stockholders before a meeting of stockholders shall be given in the
manner provided in the by-laws of the corporation.

J. Rights of Preferred Stock. The provisions of this Article VI are subject to
the rights of the holders of any class or series of Preferred Stock from time to
time outstanding.

                                   ARTICLE VII

Stockholders of the corporation may not take any action by written consent in
lieu of a meeting.

                                  ARTICLE VIII

Meetings of stockholders may be held within or without the State of Delaware, as
the by-laws may provide. The books of this corporation may be kept

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(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the by-laws of this corporation.

                                   ARTICLE IX

A director of this corporation shall, to the fullest extent permitted by the
General Corporation Law as it now exists or as it may hereafter be amended, not
be personally liable to this corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability (i) for
any breach of the director's duty of loyalty to this corporation or its
stockholders, (ii) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the General Corporation Law, or (iv) for any transaction from which the director
derived any improper personal benefit. If the General Corporation Law is amended
to authorize corporation action further eliminating or limiting the personal
liability of directors, then the liability of a director of this corporation
shall be, and hereby is, eliminated or limited to the fullest extent permitted
by the General Corporation Law, as so amended.

Any amendment, repeal or modification of this Article IX, or the adoption of any
provision of this certificate of incorporation inconsistent with this Article
IX, by the stockholders of this corporation shall not apply to or adversely
affect any right or protection of a director of this corporation existing at the
time of such amendment, repeal, modification or adoption.

                                    ARTICLE X

The Board of Directors of this corporation, when evaluating any offer of another
party (a) to make a tender or exchange offer for any equity security of this
corporation or (b) to effect a business combination, shall, in connection with
the exercise of its judgment in determining what is in the best interests of
this corporation as whole, be authorized to give due consideration to any such
factors as the Board of Directors determines to be relevant, including, without
limitation:

(A) the interests of this corporation's stockholders, including the possibility
that these interests might be best served by the continued independence of this
corporation;

(B) whether the proposed transaction might violate federal or state laws;

(C) not only the consideration being offered in the proposed transaction, in
relation to the then current market price for the outstanding capital stock of
this corporation, but also to the market price for the capital stock of this
corporation over a period of years, the estimated price that might be achieved
in a negotiated sale of this corporation as a whole or in part or through
orderly liquidation, the premiums over

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market price for the securities of other corporations in similar transactions,
current political, economic and other factors bearing on securities prices and
this corporation's financial condition and future prospects; and

(D) the social, legal and economic effects upon employees, suppliers, customers,
creditors and others having similar relationships with this corporation, upon
the communities in which this corporation conducts its business and upon the
economy of the state, region and nation.
In connection with any such evaluation, the Board of Directors is authorized to
conduct such investigations and engage in such legal proceedings as the Board of
Directors may determine.

                                   ARTICLE XI

This corporation reserves the right to amend, alter, change or repeal any
provision contained in this certificate of incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation. In addition to the vote of any
class or series of stock of this corporation required by law, this certificate
of incorporation or a certificate of designation with respect to a class or
series of Preferred Stock, the affirmative vote of the holders of shares of
voting stock of this corporation representing at least seventy-five percent
(75%) of the voting power of all of the then outstanding shares of the capital
stock of this corporation entitled to vote generally in the election of
directors, voting together as a single class, shall be required to (i) reduce or
eliminate the number of authorized shares of Common Stock or the number of
authorized shares of Preferred Stock set forth in Article IV or (ii) amend or
repeal, or adopt any provision inconsistent with, Articles III, V, VI, VII, IX,
X, XII and XIII or this sentence.

                                   ARTICLE XII

This corporation is (i) required to provide indemnification of, and advancement
of expenses to, its directors and officers to the fullest extent permitted by
the General Corporation Law and other applicable laws, and (ii) permitted to
provide indemnification of, and advancement of expenses to, its directors,
officers, employees and agents of this corporation (and any other persons to
which General Corporation Law permits this corporation to provide
indemnification) through by-law provisions, agreements with such persons, vote
of stockholders or disinterested directors or otherwise, in excess of the
indemnification and advancement otherwise permitted by Section 145 of the
General Corporation Law, subject, in each case, only to limits created by
applicable law (statutory or non-statutory).

Any amendment, repeal or modification of the foregoing provisions of this
Article XII shall not adversely affect any right or protection of a director,
officer, employee, agent, or other person existing at the time of, or increase
the liability of any director, officer, employee or agent of this corporation or
other person with

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respect to any acts or omissions of such director, officer, employee, agent or
other person occurring prior to, such amendment, repeal or modification.

                                  ARTICLE XIII

This corporation is to have perpetual existence.

                                   ARTICLE XIV

Whenever a compromise or arrangement is proposed between this corporation and
its creditors or any class of them and/or between this corporation and its
stockholders or any class of them, any court of equitable jurisdiction within
the State of Delaware may, on the application in a summary way of this
corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for this corporation under ss.291 of Title 8
of the Delaware Code or on the application of trustees in dissolution or of any
receiver or receivers appointed for this corporation under ss.279 of Title 8 of
the Delaware Code order a meeting of the creditors or class of creditors, and/or
of the stockholders or class of stockholders of this corporation, as the case
may be, to be summoned in such manner as the said court directs. If a majority
in number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.
                                      * * *

THIRD: The foregoing amendment and restatement was approved by the holders of
the requisite number of shares of said corporation in accordance with Section
228 of the General Corporation Law.

FOURTH: That said amendment and restatement was duly adopted in accordance with
the provisions of Section 242 and 245 of the General Corporation Law.

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IN WITNESS WHEREOF, this Restated Certificate of Incorporation has been executed
by the President and the Secretary of this corporation on this 12th day of
October, 1999.


/S/ STEPHEN ZAMANSKY
-------------------------------------
STEPHEN ZAMANSKY, SECRETARY






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                             DESIGNATION OF SERIES X
                           CONVERTIBLE PREFERRED STOCK
                                       OF
                                  DSL.NET, INC.

DSL.net, Inc., a company organized and existing under the General Corporation
Law of the State of Delaware (hereinafter called the "Corporation"), hereby
certifies that the following resolution was adopted by the Board of Directors of
the Corporation as required by Section 151 of the General Corporation Law by
action of the Board of Directors of the Corporation at a meeting held on
November 6, 2001:

RESOLVED, that pursuant to the authority vested in the Board of Directors of the
Corporation and in accordance with the General Corporation Law of the State of
Delaware and the provisions of the Corporation's Amended and Restated
Certificate of Incorporation, a new series of preferred stock, par value $.00l
per share, of the Corporation is hereby created and designated as the "Series X
Convertible Preferred Stock", and the designation and number of shares thereof
and the voting powers, preferences and relative, participating, optional and
other special rights of the shares of such series, and the qualifications,
limitations and restrictions thereof, are as follows:

A. Designation and Amount. A total of 20,000 shares of the Corporation's
previously undesignated preferred stock, par value $.001per share, shall be
designated as "Series X Convertible Preferred Stock" (the "Series X Preferred
Stock"). Such number of shares may be increased or decreased by resolution of
the Board of Directors; provided, that no decrease shall reduce the number of
shares of Series X Preferred Stock to a number less than the number of shares
then outstanding plus the number of shares reserved for issuance (i) upon the
exercise of outstanding options, rights or warrants for the purchase of Series X
Preferred Stock or (ii) upon the conversion of any outstanding securities issued
by the Corporation convertible into Series X Preferred Stock.

1. Dividend Provisions. The holders of shares of Series X Preferred Stock shall
be entitled to receive dividends out of funds legally available therefor, in
cash or, at the sole option of the Corporation, but only in case of a dividend
payment under clause (ii) below, in shares of the Corporation's common stock,
par value $.0005 per share (the "Common Stock"), measured at the fair market
value of the Common Stock at the time the dividend is declared, prior and in
preference to any declaration or payment of any dividend (payable other than in
Common Stock or other securities and rights convertible into or entitling the
holder thereof to receive, directly or indirectly, additional shares of Common
Stock) on the Common Stock, at the rate of $120 per share per annum (the
"Accruing Dividends") (as adjusted for any stock splits, stock dividends,
recapitalizations or the like affecting the Series X Preferred Stock after the
date of the filing of this Designation of Series X Convertible Preferred Stock
(the "Series X Certificate of Designation") with the Secretary of State of the
State of Delaware), when and if declared by the Board of Directors. Accruing
Dividends shall accrue on a monthly basis on each share of the Series X
Preferred Stock from the date of original issuance of such share, whether or not
earned or
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declared and shall be cumulative. Notwithstanding the foregoing, accrued but
unpaid dividends shall be paid on each outstanding share of the Series X
Preferred Stock upon the earliest to occur of (i) any liquidation, dissolution,
winding up or Change of Control (as defined in subsection 2(c)(i)), which
payment shall be made as provided in Section 2; (ii) any conversion of such
share of the Series X Preferred Stock into Common Stock; or (iii) any redemption
of such share of the Series X Preferred Stock, which payment shall be made as
provided in Section 6. The holders of a majority of the then outstanding shares
of Series X Preferred Stock may waive any dividend or dividend preference that
such holders shall be entitled to receive under this Section 1 by giving the
Corporation written notice of such waiver. For the purpose of this Section 1,
"fair market value" shall be determined in accordance with Section 2(c)(ii)
hereof.

2. Liquidation Preference.

(a) In the event of any liquidation, dissolution or winding up of the
Corporation, either voluntary or involuntarily, the holders of Series X
Preferred Stock shall be entitled to receive, prior and in preference to any
distribution of any of the assets of the Corporation to the holders of Common
Stock and any other class or series of preferred stock (whenever designated or
created) that is junior to the Series X Preferred Stock with respect to the
liquidation, dissolution or winding up of the Corporation by reason of their
ownership thereof, an amount per share equal to the sum of $1,000.00 (the
"Original Series X Issue Price") plus, in the case of each share, an amount
equal to all Accruing Dividends thereon unpaid (whether or not declared)
computed to the date payment thereon is made (subject to adjustment of such
fixed dollar amounts for any stock splits, stock dividends, combinations,
recapitalizations or the like affecting the Series X Preferred Stock after the
date of the filing of this Series X Certificate of Designation with the
Secretary of State of the State of Delaware). If upon the occurrence of such
event, the assets and funds available for distribution to the holders of shares
of Series X Preferred Stock and any other class or series of preferred stock
(whenever designated or created) that is on parity with the Series X Preferred
Stock shall be insufficient to permit the payment to such holders of the full
aforesaid preferential amounts, then the entire assets and funds of the
Corporation legally available for distribution shall be distributed ratably
among the holders of the Series X Preferred Stock and any other such class or
series of Preferred Stock in proportion to the amount of such preferential
amounts due on the shares of Series X Preferred Stock and any other such class
or series of Preferred Stock owned by each such holder.

(b) Upon completion of the distribution required by subsection (a) of this
Section 2 and any other distribution required by the Corporation's certificate
of incorporation (including any certificate of designation for another class or
series of preferred stock), all of the remaining assets of the Corporation
available for distribution to stockholders, if any, shall be distributed among
the holders of shares of Series X Preferred Stock, Common Stock and any other
class or series of stock of the Corporation (whenever designated or created)
that is not limited to a fixed sum or percentage in respect of the rights of the
holders thereof to participate on the distribution of assets upon the
liquidation, dissolution or winding up of the Corporation pro rata based on the
number of shares of Common Stock then held by each such holder (assuming full
conversion of all
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convertible or exchangeable stock, including the Series X Preferred Stock, into
shares of Common Stock).

(c) (i) For purposes of this Section 2, a liquidation, dissolution or winding up
of the Corporation shall be deemed to be occasioned by, or to include, (A) the
acquisition of the Corporation by another entity by means of any transaction or
series of related transactions (including, without limitation, any
reorganization, merger or consolidation) if, following such transaction, the
holders of the outstanding voting power of the Corporation prior to the
transaction cease to hold, directly or indirectly, a majority of the outstanding
voting power of the surviving entity or (B) a sale of all or substantially all
of the assets of the Corporation, unless in case of either clause (A) or (B) the
holders of a majority of the then outstanding shares of Series X Preferred Stock
elect to the contrary by giving written notice thereof to the Corporation at
least three days before the effective date of such event. If such notice is
given, the provisions of subsection 3(h) below shall apply. In connection with
any such transaction contemplated by the first sentence of this paragraph, all
consideration payable to the stockholders of the Corporation, in connection with
a merger or consolidation, or all consideration payable to the Corporation,
together with all other available assets of the Corporation (net of obligations
owed by the Corporation), in the case of an asset sale, shall be paid to and
deemed (to the fullest extent permitted by law) distributed (in the case of a
merger or consolidation) or available for distribution and payment as provided
herein (in the case of a sale of assets), as applicable, to the holders of
capital stock of the Corporation in accordance with the preference and
priorities set forth in this Section 2, with such preferences and priorities
specifically intended to be applicable in any such Change of Control transaction
as if the same were a liquidation, dissolution or winding up. If applicable, the
Corporation shall either (x) cause the agreement and plan of merger or
consolidation to provide as a consequence of such merger or consolidation for
the conversion of the outstanding shares of Series X Preferred Stock into the
right to receive an amount either in cash, or, in the case of a merger or
consolidation for stock, stock of the surviving corporation equal to the
applicable amount payable under this Section 2; or (y) immediately concurrent
with the consummation with the sale of all or substantially all of the assets of
the Corporation, cause the redemption of all outstanding shares of the Series X
Preferred Stock for an amount either in cash or, in the case of a sale of assets
for stock, stock of the surviving corporation equal to the applicable amount
payable under this Section 2. The occurrence of any event set forth in clause
(A) or (B) of the first sentence of this subsection 2(c)(i) is sometimes
referred to as a "Change of Control."

(ii) In any of such events, if the consideration received by the Corporation or
its stockholders is other than cash or securities, its value will be deemed its
fair market value, as determined in good faith by the Board of Directors. Any
securities shall be valued as follows:

(A) Securities not subject to investment letter or other similar restrictions on
free marketability covered by (B) below:

(1) If traded on a securities exchange or through the Nasdaq Stock Market, the
value shall be deemed to be the average of the closing

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prices of the securities on such exchange or system over the ten (10) day period
ending three (3) days prior to the closing;

(2) If actively traded over-the-counter, the value shall be deemed to be the
average of the closing bid or sale prices (whichever is applicable) over the ten
(10) day period ending three (3) days prior to the closing; and

(3) If there is no active public market, the value shall be the fair market
value thereof, as determined in good faith by the Board of Directors.

(B) The method of valuation of securities subject to investment letter or other
restrictions on free marketability (other than restrictions arising solely by
virtue of a stockholder's status as an affiliate or former affiliate or by
virtue of any securities law or regulation) shall be to make an appropriate
discount from the market value determined as above in (A) (1), (2) or (3) to
reflect the approximate fair market value thereof, as determined in good faith
by the Board of Directors.

(iii) In the event the requirements of this subsection 2(c) are not complied
with, the Corporation shall forthwith either:

(A) cause such closing to be postponed until such time as the requirements of
this Section 2 have been complied with; or

(B) cancel such transaction, in which event the rights, preferences and
privileges of the holders of shares of Series X Preferred Stock shall revert to
and be the same as such rights, preferences and privileges existing immediately
prior to the date of the first notice referred to in subsection 2(c)(iv) hereof.

(iv) The Corporation shall give each holder of record of shares of Series X
Preferred Stock written notice of such impending transaction not later than
twenty (20) days prior to the stockholders' meeting called to approve such
transaction, or twenty (20) days prior to the closing of such transaction,
whichever is earlier, and shall also notify such holders in writing of the final
approval of such transaction. The first of such notices shall describe the
material terms and conditions of the impending transaction and the provisions of
this Section 2, and the Corporation shall thereafter give such holders prompt
notice of any material changes. The transaction shall in no event take place
sooner than twenty (20) days after the Corporation has given the first notice
provided for herein or sooner than ten (10) days after the Corporation has given
notice of any material changes provided for herein; provided, however, that such
periods may be shortened upon the written consent of the holders of a majority
of the then outstanding shares of Series X Preferred Stock.

3. Conversion. The holders of shares of the Series X Preferred Stock shall have
conversion rights as follows (the "Conversion Rights"):

                                       -4-
<PAGE>
(a) Right to Convert.

(i) Each share of Series X Preferred Stock shall be convertible, at the option
of the holder thereof, at any time after the date of issuance of such share, at
the office of the Corporation or any transfer agent for such stock, into such
number of fully paid and nonassessable shares of Common Stock as is determined
by dividing the Original Series X Issue Price by the Conversion Price applicable
to such share, determined as hereafter provided, in effect on the date the
certificate is surrendered for conversion. The initial Conversion Price per
share for shares of Series X Preferred Stock shall be $0.18; provided, however,
that the Conversion Price shall be subject to adjustment as set forth in
subsection 3(d).

(b) Automatic Conversion. Each share of Series X Preferred Stock shall
automatically be converted into shares of Common Stock at the applicable
Conversion Price at the time in effect immediately upon the close of business on
the date on which the closing sale price of the Corporation's Common Stock on
the Nasdaq Stock Market has exceeded $2.00 per share (as adjusted for any stock
splits, stock dividends, recapitalizations or the like affecting the Common
Stock after the date of the filing of this Series X Certificate of Designation
with the Secretary of State of the State of Delaware (the "Filing Date")) for a
period of 45 consecutive trading days; provided, however, that such period of 45
consecutive trading days must commence and end following the date that is 180
days after the Filing Date.

(c) Mechanics of Conversion. Before any holder of shares Series X Preferred
Stock shall be entitled to convert the same into shares of Common Stock, he or
she shall surrender the certificate or certificates therefor, duly endorsed, at
the office of the Corporation or of any transfer agent for such Series X
Preferred Stock, and shall give written notice to the Corporation at its
principal corporate office of the election to convert the same and shall state
therein the name or names in which the certificate or certificates for shares of
Common Stock are to be issued. The Corporation shall, as soon as practicable
thereafter, issue and deliver at such office to such holder of shares of Series
X Preferred Stock, or to the nominee or nominees of such holder, a certificate
or certificates for the number of shares of Common Stock to which such holder
shall be entitled as aforesaid. Such conversion shall be deemed to have been
made immediately prior to the close of business on the date of such surrender of
the shares of Series X Preferred Stock to be converted, and the person or
persons entitled to receive the shares of Common Stock issuable upon such
conversion shall be treated for all purposes as the record holder or holders of
such shares of Common Stock as of such date. If the conversion is in connection
with an underwritten offering of securities registered pursuant to the
Securities Act of 1933, the conversion may, at the option of any holder
tendering shares of Series X Preferred Stock for conversion, be conditioned upon
the closing with the underwriters of the sale of securities pursuant to such
offering, in which event the persons entitled to receive the Common Stock upon
conversion of shares of Series X Preferred Stock shall not be deemed to have
converted such shares until immediately prior to the closing of such sale of
securities.
                                       -5-
<PAGE>
(d) Adjustment of Price Upon Issuance of Common Stock. Except as provided in
subsection 3(e), if and whenever the Corporation shall issue or sell, or is, in
accordance with subsections 3(d)(i) through 3(d)(vii), deemed to have issued or
sold, any shares of Common Stock for a consideration per share less than the
Conversion Price in effect immediately prior to the time of such issue or sale,
then, immediately upon such issue or sale, the Conversion Price shall be reduced
to the price per share at which the Corporation issued or sold, or is deemed to
have issued or sold, such shares of Common Stock.
For purposes of this subsection (d), the following subsections 3(d)(i) through
3(d)(vii)) shall also be applicable:

(i) Issuance of Rights or Options. In case at any time the Corporation shall in
any manner grant any warrants or other rights to subscribe for or to purchase,
or any options for the purchase of, Common Stock or any stock or security
convertible into or exchangeable for Common Stock (such warrants, rights or
options being called "Options" and such convertible or exchangeable stock or
securities being called "Convertible Securities") whether or not such Options or
the right to convert or exchange any such Convertible Securities are immediately
exercisable, and the price per share for which Common Stock is issuable upon the
exercise of such Options or upon the conversion or exchange of such Convertible
Securities (determined by dividing (A) the total amount, if any, received or
receivable by the Corporation as consideration for the granting of such Options,
plus the minimum aggregate amount of additional consideration payable to the
Corporation upon the exercise of all such Options, plus, in the case of such
Options which relate to Convertible Securities, the minimum aggregate amount of
additional consideration, if any, payable upon the issue or sale of such
Convertible Securities and upon the conversion or exchange thereof, by (B) the
total maximum number of shares of Common Stock issuable upon the exercise of
such Options or upon the conversion or exchange of all such Convertible
Securities issuable upon the exercise of such Options) shall be less than the
Conversion Price in effect immediately prior to the time of the granting of such
Options, then the total maximum number of shares of Common Stock issuable upon
the exercise of such Options or upon conversion or exchange of the total maximum
amount of such Convertible Securities issuable upon the exercise of such Options
shall be deemed to have been issued for such price per share as of the date of
granting of such Options or the issuance of such Convertible Securities and
thereafter shall be deemed to be outstanding. Except as otherwise provided in
subsection 3(d)(iii), no adjustment of the Conversion Price shall be made upon
the actual issue of such Common Stock or of such Convertible Securities upon
exercise of such Options or upon the actual issue of such Common Stock upon
conversion or exchange of such Convertible Securities.

(ii) Issuance of Convertible Securities. In case the Corporation shall in any
manner issue or sell any Convertible Securities, whether or not the rights to
exchange or convert any such Convertible Securities are immediately exercisable,
and the price per share for which Common Stock is issuable upon such conversion
or exchange (determined by dividing (A) the total amount received or receivable
by the Corporation as consideration for the issue or sale of such Convertible
Securities, plus the minimum aggregate amount of additional consideration, if
any, payable to the Corporation upon the conversion or exchange thereof, by (B)
the total

                                       -6-
<PAGE>
maximum number of shares of Common Stock issuable upon the conversion or
exchange of all such Convertible Securities) shall be less than the Conversion
Price in effect immediately prior to the time of such issue or sale, then the
total maximum number of shares of Common Stock issuable upon conversion or
exchange of all such Convertible Securities shall be deemed to have been issued
for such price per share as of the date of the issue or sale of such Convertible
Securities and thereafter shall be deemed to be outstanding, provided that (a)
except as otherwise provided in subsection 3(d)(iii), no adjustment of the
Conversion Price shall be made upon the actual issue of such Common Stock upon
conversion or exchange of such Convertible Securities and (b) if any such issue
or sale of such Convertible Securities is made upon exercise of any Options to
purchase any such Convertible Securities for which adjustments of the Conversion
Price have been or are to be made pursuant to other provisions of this
subsection 3(d)(iii), no further adjustment of the Conversion Price shall be
made by reason of such issue or sale.

(iii) Change in Option Price or Conversion Rate. Upon the happening of any of
the following events, namely, if the purchase price provided for in any Option
referred to in subsection 3(d)(i), the additional consideration, if any, payable
upon the conversion or exchange of any Convertible Securities referred to in
subsection 3(d)(i) or 3(d)(ii), or the rate at which Convertible Securities
referred to in subsection 3(d)(i) or 3(d)(ii) are convertible into or
exchangeable for Common Stock shall change at any time (including, but not
limited to, changes under or by reason of provisions designed to protect against
dilution), the Conversion Price in effect at the time of such event shall
forthwith be readjusted to the Conversion Price which would have been in effect
at such time had such Options or Convertible Securities still outstanding
provided for such changed purchase price, additional consideration or conversion
rate, as the case may be, at the time initially granted, issued or sold, but
only if as a result of such adjustment the Conversion Price then in effect
hereunder is thereby reduced; and on the termination of any such Option or any
such right to convert or exchange such Convertible Securities, the Conversion
Price then in effect hereunder shall forthwith be increased to the Conversion
Price which would have been in effect at the time of such termination had such
Option or Convertible Securities, to the extent outstanding immediately prior to
such termination, never been issued.

(iv) Stock Dividends. In case the Corporation shall declare a dividend or make
any other distribution upon any stock of the Corporation (other than the Common
Stock) payable in Common Stock, Options or Convertible Securities, then any
Common Stock, Options or Convertible Securities, as the case may be, issuable in
payment of such dividend or distribution shall be deemed to have been issued or
sold at a price per share equal to $.0005; provided, however, that no adjustment
shall be made in connection with (i) dividends payable in shares of Common Stock
payable pro rata to holders of the Series X Preferred Stock and to holders of
any other class or series of stock, whether or not paid to holders of any other
class of stock, or (ii) dividends payable in shares of Series X Preferred Stock.

(v) Consideration for Stock. In case any shares of Common Stock, Options or
Convertible Securities shall be issued or sold for cash, the consideration
received therefor shall be deemed to be the amount received by the Corporation
therefor, without deduction therefrom of any expenses incurred or any
underwriting commissions or concessions paid or allowed by the

                                       -7-
<PAGE>
Corporation in connection therewith. In case any shares of Common Stock, Options
or Convertible Securities shall be issued or sold for a consideration other than
cash, the amount of the consideration other than cash received by the
Corporation shall be deemed to be the fair value of such consideration as
determined in good faith by the Board of Directors of the Corporation, without
deduction of any expenses incurred or any underwriting commissions or
concessions paid or allowed by the Corporation in connection therewith. In case
any Options shall be issued in connection with the issue and sale of other
securities of the Corporation, together comprising one integral transaction in
which no specific consideration is allocated to such Options by the parties
thereto, such Options and other securities shall each be deemed to have been
issued for such consideration as determined in good faith by the Board of
Directors of the Corporation.

(vi) Record Date. In case the Corporation shall take a record of the holders of
shares of its Common Stock for the purpose of entitling them (A) to receive a
dividend or other distribution payable in shares of Common Stock, Options or
Convertible Securities or (B) to subscribe for or purchase shares of Common
Stock, Options or Convertible Securities, then such record date shall be deemed
to be the date of the issue or sale of the shares of Common Stock deemed to have
been issued or sold upon the declaration of such dividend or the making of such
other distribution or the date of the granting of such right of subscription or
purchase, as the case may be; provided, however, if such dividend or
distribution is not fully made on the date fixed therefor, the Conversion Price
for the Series X Preferred Stock shall be recomputed accordingly and thereafter
the Conversion Price for the Series X Preferred Stock shall be adjusted pursuant
to this paragraph as of the time of actual payment of such dividends,
distributions or granting of rights, if any.

(vii) Treasury Shares. The number of shares of Common Stock outstanding at any
given time shall not include shares owned or held by or for the account of the
Corporation, and the disposition of any such shares shall be considered an issue
or sale of Common Stock for the purpose of this subsection 3(d).

(e) Certain Issues of Common Stock Excepted. Anything herein to the contrary
notwithstanding, the Corporation shall not be required to make any adjustment of
the Conversion Price in the case of (A) the issuance, or deemed issuance, of
shares of Common Stock to directors, officers, employees or consultants of the
Corporation or a subsidiary of the Corporation in connection with their service
as directors of the Corporation or a subsidiary of the Corporation, their
employment by the Corporation or a subsidiary of the Corporation or their
retention as consultants by the Corporation or a subsidiary of the Corporation
under the Corporation's Amended and Restated 1999 Stock Plan, the Vector
Internet Services Inc. 1997 Stock Option Plan, the Vector Internet Services Inc.
1999 Stock Option Plan or the Company's 1999 Employee Stock Purchase Plan (the
"Plans"), plus such additional number of shares issued or issuable to directors,
officers, employees or consultants of the Corporation or a subsidiary of the
Corporation under any amendment of the Plans, or under other plans, adopted or
assumed by the Corporation with the approval of the Board of Directors of the
Corporation (including a majority of the Series X Directors (as defined in
Section 4(b))), plus such number of shares of Common Stock which are repurchased
by the Corporation from such persons pursuant to

                                       -8-
<PAGE>
contractual rights held by the Corporation and at repurchase prices not
exceeding the respective original purchase prices paid by such persons to the
Corporation therefor, (B) the issuance of shares of Common Stock upon exercise
of the warrant to purchase 27,770 shares of Common Stock (appropriately adjusted
to reflect the occurrence of any event described in subsection 3(f)) issued to
VantagePoint Venture Partners 1996, L.P., (C) the issuance of shares of Common
Stock upon exercise of the warrant to purchase 55,544 shares of Common Stock
(appropriately adjusted to reflect the occurrence of any event described in
subsection 3(f)) issued to VantagePoint Communications Partners, L.P., (D) the
issuance, or deemed issuance, of shares of Common Stock pursuant to a merger,
consolidation or stock or asset acquisition approved by the Corporation's Board
of Directors, including a majority of the Series X Directors; (E) the issuance
of shares of Common Stock upon the conversion of the Series X Preferred Stock;
and (F) the issuance, or deemed issuance, of securities of the Corporation for
any purpose and in any amount as approved by the Corporation's Board of
Directors, including a majority of the Series X Directors.

(f) Subdivision or Combination of Common Stock. In case the Corporation shall at
any time subdivide (by any stock split, stock dividend or otherwise) its
outstanding shares of Common Stock into a greater number of shares, the
Conversion Price in effect immediately prior to such subdivision shall be
proportionately reduced, and, conversely, in case the outstanding shares of
Common Stock shall be combined into a smaller number of shares, the Conversion
Price in effect immediately prior to such combination shall be proportionately
increased.

(g) Recapitalizations. If at any time or from time to time there shall be a
recapitalization of the Common Stock (other than a subdivision, combination or
merger or sale of assets transaction provided for elsewhere in this Section 3 or
in Section 2), provision shall be made so that the holders of the Series X
Preferred Stock shall thereafter be entitled to receive upon conversion of the
Series X Preferred Stock the number of shares of stock or other securities or
property of the corporation or otherwise, to which a holder of Common Stock
deliverable upon conversion of such Series X Preferred Stock would have been
entitled on such recapitalization. In any such case, appropriate adjustment
shall be made in the application of the provisions of this Section 3 with
respect to the rights of the holders of the Series X Preferred Stock after the
recapitalization to the end that the provisions of this Section 3 (including
adjustment of the Conversion Price then in effect and the number of shares
purchasable upon conversion of the Series X Preferred Stock) shall be applicable
after that event in as nearly equivalent a way as practicable.

(h) Adjustment for Merger or Reorganization. In case of any consolidation or
merger of the Corporation with or into another corporation or the sale of all or
substantially all of the assets of the Corporation to another corporation (other
than a consolidation, merger, or sale that is treated as a liquidation under
subsection 2(c) above), each share of Series X Preferred Stock shall thereafter
be convertible into the number of shares of stock or other securities or
property to which a holder of the number of shares of Common Stock of the
Corporation deliverable upon conversion of such Series X Preferred Stock would
have been entitled upon such consolidation, merger or conveyance.

                                       -9-
<PAGE>
(i) No Impairment. Without the approval of the holders of a majority of the then
outstanding shares of Series X Preferred Stock, the Corporation will not, by
amendment of its certificate of incorporation or through any reorganization,
recapitalization, transfer of assets, consolidation, merger, dissolution, issue
or sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms to be observed or performed
hereunder by the Corporation, but will at all times in good faith assist in the
carrying out of all the provisions of this Series X Certificate of Designation
and in the taking of all such action as may be necessary or appropriate in order
to protect the Conversion Rights of the holders of shares of Series X Preferred
Stock against impairment.

(j) No Fractional Shares. No fractional shares shall be issued upon the
conversion of any share or shares of the Series X Preferred Stock, and the
number of shares of Common Stock to be issued shall be rounded to the nearest
whole share, determined on the basis of the total number of shares of Series X
Preferred Stock the holder is at the time converting into Common Stock and the
number of shares of Common Stock issuable upon such aggregate conversion.

(k) Certificate as to Adjustments. Upon the occurrence of each adjustment or
readjustment of the applicable Conversion Price for the Series X Preferred Stock
pursuant to this Section 3, the Corporation, at its expense, shall promptly
compute such adjustment or readjustment in accordance with the terms hereof and
prepare and furnish to each holder of Series X Preferred Stock a certificate
setting forth such adjustment or readjustment and showing in detail the facts
upon which such adjustment or readjustment is based. The Corporation shall, upon
the written request at any time of any holder of Series X Preferred Stock,
furnish or cause to be furnished to such holder a like certificate setting forth
(1) such adjustment and readjustment, (2) the applicable Conversion Price for
the Series X Preferred Stock at the time in effect, and (3) the number of shares
of Common Stock and the amount, if any, of other property that at the time would
be received upon the conversion of a share of the Series X Preferred Stock.

(l) Notices of Record Date. In the event of any taking by the Corporation of a
record of the holders of any class of securities for the purpose of determining
the holders thereof who are entitled to receive any dividend (other than a cash
dividend) or other distribution, any right to subscribe for, purchase or
otherwise acquire any shares of stock of any class or any other securities or
property, or to receive any other right, the Corporation shall mail to each
holder of Series X Preferred Stock, at least ten (10) days prior to the date
specified therein or such shorter period agreed upon by written consent of the
holders of a majority of the outstanding shares of the Series X Preferred Stock,
a notice specifying the date on which any such record is to be taken for the
purpose of such dividend, distribution or right, and the amount and character of
such dividend, distribution or right.

(m) Reservation of Stock Issuable Upon Conversion. The Corporation shall at all
times reserve and keep available out of its authorized but unissued shares of
Common Stock, solely for the purpose of effecting the conversion of the shares
of the Series X Preferred Stock, such number of its shares of Common Stock as
shall from time to time be sufficient to effect the

                                      -10-
<PAGE>
conversion of all outstanding shares of the Series X Preferred Stock; and if at
any time the number of authorized but unissued shares of Common Stock shall not
be sufficient to effect the conversion of all then outstanding shares of the
Series X Preferred Stock, in addition to such other remedies as shall be
available to the holder of such Series X Preferred Stock, the Corporation will
take such corporate action as may, in the opinion of its counsel, be necessary
to increase its authorized but unissued shares of Common Stock to such number of
shares as shall be sufficient for such purposes, including, without limitation,
engaging in best efforts to obtain the requisite shareholder approval of any
necessary amendment to this Series X Certificate of Designation or its
certificate of incorporation.

(n) Notices. Any notice required by the provisions of this Series X Certificate
of Designation to be given to the holders of shares of Series X Preferred Stock
shall be deemed given if delivered in person, certified or registered mail,
return receipt requested, telecopier or telex, addressed to each holder of any
shares of Series X Preferred Stock at the address of such holder as shown on the
books of the Corporation.

4. Voting Rights and Board Seats.

(a) Voting Rights. The holder of each share of Series X Preferred Stock shall
have the right to one vote for each share of Common Stock into which such Series
X Preferred Stock was initially convertible in accordance with Section 3 hereof
at the time of filing of the Series X Certificate of Designation with the
Secretary of State of the State of Delaware (appropriately adjusted to reflect
the occurrence of any event described in subsection 3(f)). Each holder of Series
X Preferred Stock shall be entitled, notwithstanding any provision hereof, to
notice of any stockholders' meeting in accordance with the by-laws of the
Corporation. Except as may otherwise be provided in the Corporation's
certificate of incorporation (including this Series X Certificate of
Designation) or required by law, the Series X Preferred Stock shall vote or act
together with all other classes and series of capital stock of the Corporation
(including the Common Stock) as a single class on all actions to be taken by the
stockholders of the Corporation.

(b) Board Seats. As long as at least 50% of the Series X Preferred Stock issued
pursuant to the Series X Convertible Preferred Purchase Agreement dated November
14, 2001 by and between the Company and the investors listed on Schedule A
thereto remains outstanding, (i) the holders of the Series X Preferred Stock,
voting as a separate series, shall be entitled to elect a majority of the total
number of directors of the Corporation as determined in accordance with the
Corporation's certificate of incorporation (the "Series X Directors"). To the
extent possible, the Series X Directors shall at all times be divided as evenly
as possible, among the three classes of the Corporation's Board of Directors,
such that no one class of directors shall have more than one Series X Director
more than any other class of directors. At any meeting held for the purpose of
electing directors, the presence in person or by proxy of the holders of a
majority of the shares of Series X Preferred Stock then outstanding shall
constitute a quorum of the Series X Preferred Stock for the election of
directors to be elected solely by the holders of the Series X Preferred Stock.
Any vacancy in any directorship elected by the holders of the Series X Preferred
Stock,

                                      -11-
<PAGE>
however occurring, may be filled by the vote of a majority of the Series X
Directors then in office, even if less than a quorum.

(ii) From and after the filing of this Series X Certificate of Designation, any
one or more or all of the Series X Directors may be removed, with or without
cause, by the affirmative vote of the holders of shares of at least a majority
of the voting power of all of the then outstanding shares of Series X Preferred
Stock entitled to vote generally in the election of directors, voting together
as a single class.

5. Protective Provisions. So long as at least 25% of the shares of Series X
Preferred Stock originally issued are outstanding, the Corporation shall not,
nor shall it allow any of its subsidiaries, without first obtaining the approval
of the holders of at least a majority of the then outstanding shares of Series X
Preferred Stock, voting as a separate series:

(a) authorize or issue, or obligate itself to issue, any other equity security,
including any other security convertible into or exercisable for any equity
security, having rights, preferences or privileges pari passu, or senior to, the
Series X Preferred Stock;

(b) alter or change the rights, preferences or privileges of the shares of
Series X Preferred Stock as set forth in this Series X Certificate of
Designation, so as to affect adversely the shares;

(c) authorize any reclassification of the Series X Preferred Stock.

6. Redemption. The shares of Series X Preferred Stock shall be redeemed as
follows:

(a) Optional Redemption. At any time on or after January 1, 2005, the holders of
at least a majority of the then outstanding shares of the Series X Preferred
Stock may request that the Corporation redeem all (and not less than all) of the
outstanding shares of Series X Preferred Stock pursuant to the terms of this
Section 6 (the "Redemption Request"). Upon receipt of the Redemption Request,
the Corporation shall redeem from any source of funds legally available therefor
the outstanding shares of the Series X Preferred Stock in full on a date that is
no more than 120 days after the date of the Redemption Notice (the "Redemption
Date").

(b) Redemption Price and Payment. The Series X Preferred Stock to be redeemed on
the Redemption Date shall be redeemed by paying for each share in cash an amount
(such amount being referred to as the "Redemption Price") equal to $1,000 (as
such amount may be adjusted for any stock splits, stock dividends,
recapitalizations or the like affecting the Series X Preferred Stock) plus, in
the case of each share, an amount equal to all Accruing Dividends unpaid thereon
(whether or not declared) and any other dividends declared but unpaid thereon,
computed to the date payment thereof is made available.

(c) Redemption Mechanics. At least 20 but not more than 60 days prior to the

                                      -12-
<PAGE>
Redemption Date, written notice (the "Redemption Notice") shall be given by the
Corporation to each holder of record (at the close of business on the business
day next preceding the day on which the Redemption Notice is given) of shares of
Series X Preferred Stock notifying such holder of the redemption and specifying
the Redemption Price, such Redemption Date, the number of shares of Series X
Preferred Stock to be redeemed from such holder and the place where said
Redemption Price shall be payable and calling upon such holder to surrender to
the Corporation, in the manner and at the place designated his certificate or
certificates representing the shares to be redeemed. On or after the Redemption
Date, each holder of Series X Preferred Stock shall surrender to this
Corporation the certificate or certificates representing such shares, in the
manner and at the place designated in the Redemption Notice, and thereupon the
Redemption Price of such shares shall be payable to the order of the person
whose name appears on such certificate or certificates as the owner thereof and
each surrendered certificate shall be canceled. The Redemption Notice shall be
addressed to each holder at his address as shown by the records of the
Corporation. From and after the close of business on the Redemption Date, unless
there shall have been a default in the payment of the Redemption Price, all
rights of holders of shares of Series X Preferred Stock (except the right to
receive the Redemption Price) shall cease with respect to the shares to be
redeemed on such Redemption Date, and such shares shall not thereafter be
transferred on the books of the Corporation or be deemed to be outstanding for
any purpose whatsoever. If the funds of the Corporation legally available for
redemption of shares of Series X Preferred Stock on the Redemption Date are
insufficient to redeem the total number of shares of Series X Preferred Stock to
be redeemed on such Redemption Date, the holders of such shares shall share
ratably in any funds legally available for redemption of such shares according
to the respective amounts which would be payable to them if the full number of
shares to be redeemed on such Redemption Date were actually redeemed. The shares
of Series X Preferred Stock required to be redeemed but not so redeemed shall
remain outstanding and entitled to all rights and preferences provided herein.
At any time thereafter when additional funds of the Corporation are legally
available for the redemption of such shares of Series X Preferred Stock, such
funds will be used, at the end of the next succeeding fiscal quarter, to redeem
the balance of such shares, or such portion thereof for which funds are then
legally available, on the basis set forth above.

(d) Redeemed or Otherwise Acquired Shares to be Retired. Any shares of Series X
Preferred Stock redeemed pursuant to this Section 6 or otherwise acquired by the
Corporation in any manner whatsoever shall be canceled and shall not under any
circumstances be reissued; and the Corporation may from time to time take such
appropriate corporate action as may be necessary to reduce accordingly the
number of authorized shares of Series X Preferred Stock.

(e) Waiver of Redemption. Any redemption of shares of Series X Preferred Stock
required to be made by the Corporation by the Redemption Date may be waived or
postponed by the vote or written consent of the holders of at least a majority
of the shares of Series X Preferred Stock then outstanding.

                                      -13-
<PAGE>

7. Status of Converted Stock. In the event any shares of Series X Preferred
Stock shall be converted pursuant to Section 3 hereof, the shares so converted
shall be canceled and shall not be issuable by the Corporation.



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]






                                      -14-
<PAGE>

IN WITNESS WHEREOF, the Company has caused this Certificate of Designation to be
signed by a duly authorized officer of the Company as of this 14th day of
November, 2001.
                                  DSL.NET, INC.


BY: /S/ STEPHEN ZAMANSKY
    -----------------------
    STEPHEN ZAMANSKY, V.P.









                                      -15-
<PAGE>
                             DESIGNATION OF SERIES Y
                           CONVERTIBLE PREFERRED STOCK
                                       OF
                                  DSL.NET, INC.


DSL.net, Inc., a company organized and existing under the General Corporation
Law of the State of Delaware (hereinafter called the "Corporation"), hereby
certifies that the following resolution was adopted by the Board of Directors of
the Corporation as required by Section 151 of the General Corporation Law by
action of the Board of Directors of the Corporation at a meeting held on
December 23, 2001:

RESOLVED that, pursuant to the authority vested in the Board of Directors of the
Corporation and in accordance with the General Corporation Law of the State of
Delaware and the provisions of the Corporation's Amended and Restated
Certificate of Incorporation, a new series of preferred stock, par value $.00l
per share, of the Corporation is hereby created and designated as the "Series Y
Convertible Preferred Stock," with the designation and number of shares thereof
and the voting powers, preferences and relative, participating, optional and
other special rights of the shares of such series, and the qualifications,
limitations and restrictions thereof, as follows:

A. Designation and Amount. A total of 15,000 shares of the Corporation's
previously undesignated preferred stock, par value $.001 per share, shall be
designated as "Series Y Convertible Preferred Stock" (the "Series Y Preferred
Stock"). Such number of shares may be increased or decreased by resolution of
the Board of Directors; provided, that no decrease shall reduce the number of
shares of Series Y Preferred Stock to a number less than the number of shares
then outstanding plus the number of shares reserved for issuance (i) upon the
exercise of outstanding options, rights or warrants for the purchase of Series Y
Preferred Stock or (ii) upon the conversion of any outstanding securities issued
by the Corporation convertible into Series Y Preferred Stock.

1. Dividend Provisions. The holders of shares of Series Y Preferred Stock shall
be entitled to receive dividends out of funds legally available therefor, in
cash or, at the sole option of the Corporation, but only in case of a dividend
payment under clause (ii) below, in shares of the Corporation's common stock,
par value $.0005 per share (the "Common Stock"), measured at the fair market
value of the Common Stock at the time the dividend is declared, prior and in
preference to any declaration or payment of any dividend (payable other than in
Common Stock or other securities and rights convertible into or entitling the
holder thereof to receive, directly or indirectly, additional shares of Common
Stock) on the Common Stock, at the rate of $120 per share per annum (the
"Accruing Dividends") (as adjusted for any stock splits, stock dividends,
recapitalizations or the like affecting the Series Y Preferred Stock after the
date of the filing of this Designation of Series Y Convertible Preferred Stock
(the "Series Y
<PAGE>
Certificate of Designation") with the Secretary of State of the State of
Delaware), when and if declared by the Board of Directors. Accruing Dividends
shall accrue on a monthly basis on each share of the Series Y Preferred Stock
from the date of original issuance of such share, whether or not earned or
declared and shall be cumulative. Notwithstanding the foregoing, accrued but
unpaid dividends shall be paid on each outstanding share of the Series Y
Preferred Stock upon the earliest to occur of (i) any liquidation, dissolution,
winding up or Change of Control (as defined in subsection 2(c)(i)), which
payment shall be made as provided in Section 2; (ii) any conversion of such
share of the Series Y Preferred Stock into Common Stock; or (iii) any redemption
of such share of the Series Y Preferred Stock, which payment shall be made as
provided in Section 6. The holders of a majority of the then outstanding shares
of Series Y Preferred Stock may waive any dividend or dividend preference that
such holders shall be entitled to receive under this Section 1 by giving the
Corporation written notice of such waiver. For the purpose of this Section 1,
"fair market value" shall be determined in accordance with Section 2(c)(ii)
hereof.

2. Liquidation Preference.

(a) In the event of any liquidation, dissolution or winding up of the
Corporation, either voluntary or involuntarily, the holders of Series Y
Preferred Stock shall be entitled to receive, prior and in preference to any
distribution of any of the assets of the Corporation to the holders of Common
Stock and any other class or series of preferred stock (whenever designated or
created) that is junior to the Series Y Preferred Stock with respect to the
liquidation, dissolution or winding up of the Corporation by reason of their
ownership thereof, an amount per share equal to the sum of $1,000.00 (the
"Original Series Y Issue Price") plus, in the case of each share, an amount
equal to all Accruing Dividends thereon unpaid (whether or not declared)
computed to the date payment thereon is made (subject to adjustment of such
fixed dollar amounts for any stock splits, stock dividends, combinations,
recapitalizations or the like affecting the Series Y Preferred Stock after the
date of the filing of this Series Y Certificate of Designation with the
Secretary of State of the State of Delaware). If upon the occurrence of such
event, the assets and funds available for distribution to the holders of shares
of Series Y Preferred Stock and any other class or series of preferred stock
(whenever designated or created) that is on parity with the Series Y Preferred
Stock shall be insufficient to permit the payment to such holders of the full
aforesaid preferential amounts, then the entire assets and funds of the
Corporation legally available for distribution shall be distributed ratably
among the holders of the Series Y Preferred Stock and any other such class or
series of Preferred Stock in proportion to the amount of such preferential
amounts due on the shares of Series Y Preferred Stock and any other such class
or series of Preferred Stock owned by each such holder. The Corporation's Series
X Convertible Preferred Stock, par value $.001 per share (the "Series X
Preferred Stock"), shall rank on parity with the Series Y Preferred Stock with
respect to the liquidation, dissolution or winding up of the Corporation.

(b) Upon completion of the distribution required by subsection (a) of this
Section 2 and any other distribution required by the Corporation's certificate
of incorporation (including any certificate of designation for another class or
series of preferred stock), all of the


                                       -2-
<PAGE>
remaining assets of the Corporation available for distribution to stockholders,
if any, shall be distributed among the holders of shares of Series X Preferred
Stock, Series Y Preferred Stock, Common Stock and any other class or series of
stock of the Corporation (whenever designated or created) that is not limited to
a fixed sum or percentage in respect of the rights of the holders thereof to
participate on the distribution of assets upon the liquidation, dissolution or
winding up of the Corporation pro rata based on the number of shares of Common
Stock then held by each such holder (assuming full conversion of all convertible
or exchangeable stock, including the Series X Preferred Stock and Series Y
Preferred Stock, into shares of Common Stock, regardless of whether or not such
shares are then convertible).

(c) (i) For purposes of this Section 2, a liquidation, dissolution or winding up
of the Corporation shall be deemed to be occasioned by, or to include, (A) the
acquisition of the Corporation by another entity by means of any transaction or
series of related transactions (including, without limitation, any
reorganization, merger or consolidation) if, following such transaction, the
holders of the outstanding voting power of the Corporation prior to the
transaction cease to hold, directly or indirectly, a majority of the outstanding
voting power of the surviving entity or (B) a sale of all or substantially all
of the assets of the Corporation, unless in case of either clause (A) or (B) the
holders of a majority of the then outstanding shares of Series Y Preferred Stock
elect to the contrary by giving written notice thereof to the Corporation at
least three days before the effective date of such event. If such notice is
given, the provisions of subsection 3(h) below shall apply. In connection with
any such transaction contemplated by the first sentence of this paragraph, all
consideration payable to the stockholders of the Corporation, in connection with
a merger or consolidation, or all consideration payable to the Corporation,
together with all other available assets of the Corporation (net of obligations
owed by the Corporation), in the case of an asset sale, shall be paid to and
deemed (to the fullest extent permitted by law) distributed (in the case of a
merger or consolidation) or available for distribution and payment as provided
herein (in the case of a sale of assets), as applicable, to the holders of
capital stock of the Corporation in accordance with the preference and
priorities set forth in this Section 2, with such preferences and priorities
specifically intended to be applicable in any such Change of Control transaction
as if the same were a liquidation, dissolution or winding up. If applicable, the
Corporation shall either (x) cause the agreement and plan of merger or
consolidation to provide as a consequence of such merger or consolidation for
the conversion of the outstanding shares of Series Y Preferred Stock into the
right to receive an amount either in cash, or, in the case of a merger or
consolidation for stock, stock of the surviving corporation equal to the
applicable amount payable under this Section 2; or (y) immediately concurrent
with the consummation with the sale of all or substantially all of the assets of
the Corporation, cause the redemption of all outstanding shares of the Series Y
Preferred Stock for an amount either in cash or, in the case of a sale of assets
for stock, stock of the surviving corporation equal to the applicable amount
payable under this Section 2. The occurrence of any event set forth in clause
(A) or (B) of the first sentence of this subsection 2(c)(i) is sometimes
referred to as a "Change of Control."

                                       -3-
<PAGE>
(ii) In any of such events, if the consideration received by the Corporation or
its stockholders is other than cash or securities, its value will be deemed its
fair market value, as determined in good faith by the Board of Directors. Any
securities shall be valued as follows:

(A) Securities not subject to investment letter or other similar restrictions on
free marketability covered by (B) below:

(1) If traded on a securities exchange or through the Nasdaq Stock Market, the
value shall be deemed to be the average of the closing prices of the securities
on such exchange or system over the ten (10) day period ending three (3) days
prior to the closing;

(2) If actively traded over-the-counter, the value shall be deemed to be the
average of the closing bid or sale prices (whichever is applicable) over the ten
(10) day period ending three (3) days prior to the closing; and

(3) If there is no active public market, the value shall be the fair market
value thereof, as determined in good faith by the Board of Directors.

(B) The method of valuation of securities subject to investment letter or other
restrictions on free marketability (other than restrictions arising solely by
virtue of a stockholder's status as an affiliate or former affiliate or by
virtue of any securities law or regulation) shall be to make an appropriate
discount from the market value determined as above in (A) (1), (2) or (3) to
reflect the approximate fair market value thereof, as determined in good faith
by the Board of Directors.

(iii) In the event the requirements of this subsection 2(c) are not complied
with, the Corporation shall forthwith either:

(A) cause such closing to be postponed until such time as the requirements of
this Section 2 have been complied with; or

(B) cancel such transaction, in which event the rights, preferences and
privileges of the holders of shares of Series Y Preferred Stock shall revert to
and be the same as such rights, preferences and privileges existing immediately
prior to the date of the first notice referred to in subsection 2(c)(iv) hereof.

(iv) The Corporation shall give each holder of record of shares of Series Y
Preferred Stock written notice of such impending transaction not later than
twenty (20) days prior to the stockholders' meeting called to approve such
transaction, or twenty (20) days prior to the closing of such transaction,
whichever is earlier, and shall also notify such holders in writing of the final
approval of such transaction. The first of such notices shall describe the
material terms

                                       -4-
<PAGE>
and conditions of the impending transaction and the provisions of this Section
2, and the Corporation shall thereafter give such holders prompt notice of any
material changes. The transaction shall in no event take place sooner than
twenty (20) days after the Corporation has given the first notice provided for
herein or sooner than ten (10) days after the Corporation has given notice of
any material changes provided for herein; provided, however, that such periods
may be shortened upon the written consent of the holders of a majority of the
then outstanding shares of Series Y Preferred Stock.

3. Conversion. From and after the date on which the Corporation's certificate of
incorporation is amended to increase the number of authorized shares of Common
Stock to at least 250,000,000 shares, the holders of shares of the Series Y
Preferred Stock shall have conversion rights as follows (the "Conversion
Rights"):

(a) Right to Convert.

(i) Each share of Series Y Preferred Stock shall be convertible, at the option
of the holder thereof, at any time after the date of issuance of such share, at
the office of the Corporation or any transfer agent for such stock, into such
number of fully paid and nonassessable shares of Common Stock as is determined
by dividing the Original Series Y Issue Price by the Conversion Price applicable
to such share, determined as hereafter provided, in effect on the date the
certificate is surrendered for conversion. The initial Conversion Price per
share for shares of Series Y Preferred Stock shall be $0.50; provided, however,
that the Conversion Price shall be subject to adjustment as set forth in
subsection 3(d).

(b) Automatic Conversion. Each share of Series Y Preferred Stock shall
automatically be converted into shares of Common Stock at the applicable
Conversion Price at the time in effect immediately upon the close of business on
the date on which the closing sale price of the Corporation's Common Stock on
the Nasdaq Stock Market has exceeded $2.50 per share (as adjusted for any stock
splits, stock dividends, recapitalizations or the like affecting the Common
Stock after the date of the filing of this Series Y Certificate of Designation
with the Secretary of State of the State of Delaware (the "Filing Date")) for a
period of 45 consecutive trading days; provided, however, that such period of 45
consecutive trading days must commence and end following the date that is 180
days after the Filing Date.

(c) Mechanics of Conversion. Before any holder of shares Series Y Preferred
Stock shall be entitled to convert the same into shares of Common Stock, he or
she shall surrender the certificate or certificates therefor, duly endorsed, at
the office of the Corporation or of any transfer agent for such Series Y
Preferred Stock, and shall give written notice to the Corporation at its
principal corporate office of the election to convert the same and shall state
therein the name or names in which the certificate or certificates for shares of
Common Stock are to be issued. The Corporation shall, as soon as practicable
thereafter, issue and deliver at such office to such holder of shares of Series
Y Preferred Stock, or to the nominee or nominees of such holder, a certificate
or certificates for the number of shares of Common Stock to which such holder
shall be entitled as aforesaid. Such conversion shall be deemed to have been
made

                                       -5-
<PAGE>
immediately prior to the close of business on the date of such surrender of the
shares of Series Y Preferred Stock to be converted, and the person or persons
entitled to receive the shares of Common Stock issuable upon such conversion
shall be treated for all purposes as the record holder or holders of such shares
of Common Stock as of such date. If the conversion is in connection with an
underwritten offering of securities registered pursuant to the Securities Act of
1933, the conversion may, at the option of any holder tendering shares of Series
Y Preferred Stock for conversion, be conditioned upon the closing with the
underwriters of the sale of securities pursuant to such offering, in which event
the persons entitled to receive the Common Stock upon conversion of shares of
Series Y Preferred Stock shall not be deemed to have converted such shares until
immediately prior to the closing of such sale of securities.

(d) Adjustment of Price Upon Issuance of Common Stock. Except as provided in
subsection 3(e), if and whenever the Corporation shall issue or sell, or is, in
accordance with subsections 3(d)(i) through 3(d)(vii), deemed to have issued or
sold, any shares of Common Stock for a consideration per share less than the
Conversion Price in effect immediately prior to the time of such issue or sale,
then, immediately upon such issue or sale, the Conversion Price shall be reduced
to the price per share at which the Corporation issued or sold, or is deemed to
have issued or sold, such shares of Common Stock.

For purposes of this subsection (d), the following subsections 3(d)(i) through
3(d)(vii)) shall also be applicable:

(i) Issuance of Rights or Options. In case at any time the Corporation shall in
any manner grant any warrants or other rights to subscribe for or to purchase,
or any options for the purchase of, Common Stock or any stock or security
convertible into or exchangeable for Common Stock (such warrants, rights or
options being called "Options" and such convertible or exchangeable stock or
securities being called "Convertible Securities") whether or not such Options or
the right to convert or exchange any such Convertible Securities are immediately
exercisable, and the price per share for which Common Stock is issuable upon the
exercise of such Options or upon the conversion or exchange of such Convertible
Securities (determined by dividing (A) the total amount, if any, received or
receivable by the Corporation as consideration for the granting of such Options,
plus the minimum aggregate amount of additional consideration payable to the
Corporation upon the exercise of all such Options, plus, in the case of such
Options which relate to Convertible Securities, the minimum aggregate amount of
additional consideration, if any, payable upon the issue or sale of such
Convertible Securities and upon the conversion or exchange thereof, by (B) the
total maximum number of shares of Common Stock issuable upon the exercise of
such Options or upon the conversion or exchange of all such Convertible
Securities issuable upon the exercise of such Options) shall be less than the
Conversion Price in effect immediately prior to the time of the granting of such
Options, then the total maximum number of shares of Common Stock issuable upon
the exercise of such Options or upon conversion or exchange of the total maximum
amount of such Convertible Securities issuable upon the exercise of such Options
shall be deemed to have been issued for such price per share as of the date of
granting of such Options or the issuance of such Convertible Securities and
thereafter shall be deemed to be outstanding. Except as otherwise provided in
subsection

                                       -6-
<PAGE>
3(d)(iii), no adjustment of the Conversion Price shall be made upon the actual
issue of such Common Stock or of such Convertible Securities upon exercise of
such Options or upon the actual issue of such Common Stock upon conversion or
exchange of such Convertible Securities.

(ii) Issuance of Convertible Securities. In case the Corporation shall in any
manner issue or sell any Convertible Securities, whether or not the rights to
exchange or convert any such Convertible Securities are immediately exercisable,
and the price per share for which Common Stock is issuable upon such conversion
or exchange (determined by dividing (A) the total amount received or receivable
by the Corporation as consideration for the issue or sale of such Convertible
Securities, plus the minimum aggregate amount of additional consideration, if
any, payable to the Corporation upon the conversion or exchange thereof, by (B)
the total maximum number of shares of Common Stock issuable upon the conversion
or exchange of all such Convertible Securities) shall be less than the
Conversion Price in effect immediately prior to the time of such issue or sale,
then the total maximum number of shares of Common Stock issuable upon conversion
or exchange of all such Convertible Securities shall be deemed to have been
issued for such price per share as of the date of the issue or sale of such
Convertible Securities and thereafter shall be deemed to be outstanding,
provided that (a) except as otherwise provided in subsection 3(d)(iii), no
adjustment of the Conversion Price shall be made upon the actual issue of such
Common Stock upon conversion or exchange of such Convertible Securities and (b)
if any such issue or sale of such Convertible Securities is made upon exercise
of any Options to purchase any such Convertible Securities for which adjustments
of the Conversion Price have been or are to be made pursuant to other provisions
of this subsection 3(d)(iii), no further adjustment of the Conversion Price
shall be made by reason of such issue or sale.

(iii) Change in Option Price or Conversion Rate. Upon the happening of any of
the following events, namely, if the purchase price provided for in any Option
referred to in subsection 3(d)(i), the additional consideration, if any, payable
upon the conversion or exchange of any Convertible Securities referred to in
subsection 3(d)(i) or 3(d)(ii), or the rate at which Convertible Securities
referred to in subsection 3(d)(i) or 3(d)(ii) are convertible into or
exchangeable for Common Stock shall change at any time (including, but not
limited to, changes under or by reason of provisions designed to protect against
dilution), the Conversion Price in effect at the time of such event shall
forthwith be readjusted to the Conversion Price which would have been in effect
at such time had such Options or Convertible Securities still outstanding
provided for such changed purchase price, additional consideration or conversion
rate, as the case may be, at the time initially granted, issued or sold, but
only if as a result of such adjustment the Conversion Price then in effect
hereunder is thereby reduced; and on the termination of any such Option or any
such right to convert or exchange such Convertible Securities, the Conversion
Price then in effect hereunder shall forthwith be increased to the Conversion
Price which would have been in effect at the time of such termination had such
Option or Convertible Securities, to the extent outstanding immediately prior to
such termination, never been issued.

                                       -7-

<PAGE>
(iv) Stock Dividends. In case the Corporation shall declare a dividend or make
any other distribution upon any stock of the Corporation (other than the Common
Stock) payable in Common Stock, Options or Convertible Securities, then any
Common Stock, Options or Convertible Securities, as the case may be, issuable in
payment of such dividend or distribution shall be deemed to have been issued or
sold at a price per share equal to $.0005; provided, however, that no adjustment
shall be made in connection with (i) dividends payable in shares of Common Stock
payable pro rata to holders of the Series Y Preferred Stock and to holders of
any other class or series of stock, whether or not paid to holders of any other
class of stock, or (ii) dividends payable in shares of Series Y Preferred Stock.

(v) Consideration for Stock. In case any shares of Common Stock, Options or
Convertible Securities shall be issued or sold for cash, the consideration
received therefor shall be deemed to be the amount received by the Corporation
therefor, without deduction therefrom of any expenses incurred or any
underwriting commissions or concessions paid or allowed by the Corporation in
connection therewith. In case any shares of Common Stock, Options or Convertible
Securities shall be issued or sold for a consideration other than cash, the
amount of the consideration other than cash received by the Corporation shall be
deemed to be the fair value of such consideration as determined in good faith by
the Board of Directors of the Corporation, without deduction of any expenses
incurred or any underwriting commissions or concessions paid or allowed by the
Corporation in connection therewith. In case any Options shall be issued in
connection with the issue and sale of other securities of the Corporation,
together comprising one integral transaction in which no specific consideration
is allocated to such Options by the parties thereto, such Options and other
securities shall each be deemed to have been issued for such consideration as
determined in good faith by the Board of Directors of the Corporation.

(vi) Record Date. In case the Corporation shall take a record of the holders of
shares of its Common Stock for the purpose of entitling them (A) to receive a
dividend or other distribution payable in shares of Common Stock, Options or
Convertible Securities or (B) to subscribe for or purchase shares of Common
Stock, Options or Convertible Securities, then such record date shall be deemed
to be the date of the issue or sale of the shares of Common Stock deemed to have
been issued or sold upon the declaration of such dividend or the making of such
other distribution or the date of the granting of such right of subscription or
purchase, as the case may be; provided, however, if such dividend or
distribution is not fully made on the date fixed therefor, the Conversion Price
for the Series Y Preferred Stock shall be recomputed accordingly and thereafter
the Conversion Price for the Series Y Preferred Stock shall be adjusted pursuant
to this paragraph as of the time of actual payment of such dividends,
distributions or granting of rights, if any.

(vii) Treasury Shares. The number of shares of Common Stock outstanding at any
given time shall not include shares owned or held by or for the account of the
Corporation, and the disposition of any such shares shall be considered an issue
or sale of Common Stock for the purpose of this subsection 3(d).

                                       -8-
<PAGE>
(e) Certain Issues of Common Stock Excepted. Anything herein to the contrary
notwithstanding, the Corporation shall not be required to make any adjustment of
the Conversion Price in the case of (A) the issuance, or deemed issuance, of
shares of Common Stock to directors, officers, employees or consultants of the
Corporation or a subsidiary of the Corporation in connection with their service
as directors of the Corporation or a subsidiary of the Corporation, their
employment by the Corporation or a subsidiary of the Corporation or their
retention as consultants by the Corporation or a subsidiary of the Corporation
under the Corporation's Amended and Restated 1999 Stock Plan, the Vector
Internet Services Inc. 1997 Stock Option Plan, the Vector Internet Services Inc.
1999 Stock Option Plan, the Corporation's 1999 Employee Stock Purchase Plan or
the Company's 2001 Stock Option and Incentive Plan (the "Plans"), plus such
additional number of shares issued or issuable to directors, officers, employees
or consultants of the Corporation or a subsidiary of the Corporation under any
amendment of the Plans, or under other plans, adopted or assumed by the
Corporation with the approval of the Board of Directors of the Corporation
(including a majority of the Series X Directors (as defined in Section 4(b) of
the Certificate of Designation of Series X Convertible Preferred Stock filed
with the Secretary of State of the State of Delaware on November 14, 2001) (the
"Series X Certificate of Designation")), plus such number of shares of Common
Stock which are repurchased by the Corporation from such persons pursuant to
contractual rights held by the Corporation and at repurchase prices not
exceeding the respective original purchase prices paid by such persons to the
Corporation therefor, (B) the issuance of shares of Common Stock upon exercise
of the warrant to purchase 27,770 shares of Common Stock (appropriately adjusted
to reflect the occurrence of any event described in subsection 3(f)) issued to
VantagePoint Venture Partners 1996, L.P., (C) the issuance of shares of Common
Stock upon exercise of the warrant to purchase 55,544 shares of Common Stock
(appropriately adjusted to reflect the occurrence of any event described in
subsection 3(f)) issued to VantagePoint Communications Partners, L.P., (D) the
issuance, or deemed issuance, of shares of Common Stock pursuant to a merger,
consolidation or stock or asset acquisition approved by the Corporation's Board
of Directors, including a majority of the Series X Directors; (E) the issuance
of shares of Common Stock upon the conversion of the Series X Preferred Stock or
Series Y Preferred Stock; (F) the issuance of up to an aggregate of 20,000
shares of Series X Preferred Stock (including the 10,000 shares issued prior to
the Filing Date) ; and (G) the issuance, or deemed issuance, of securities of
the Corporation for any purpose and in any amount as approved by the
Corporation's Board of Directors, which approval shall include a majority of the
Series X Directors and the approval of the Series Y Director (as defined in the
Stockholders Agreement dated as of December 24, 2001 among the Company, holders
of the Series X Preferred Stock and holders of the Series Y Preferred Stock).

(f) Subdivision or Combination of Common Stock. In case the Corporation shall at
any time subdivide (by any stock split, stock dividend or otherwise) its
outstanding shares of Common Stock into a greater number of shares, the
Conversion Price in effect immediately prior to such subdivision shall be
proportionately reduced, and, conversely, in case the outstanding shares of
Common Stock shall be combined into a smaller number of shares, the Conversion
Price in effect immediately prior to such combination shall be proportionately
increased.

                                       -9-
<PAGE>
(g) Recapitalizations. If at any time or from time to time there shall be a
recapitalization of the Common Stock (other than a subdivision, combination or
merger or sale of assets transaction provided for elsewhere in this Section 3 or
in Section 2), provision shall be made so that the holders of the Series Y
Preferred Stock shall thereafter be entitled to receive upon conversion of the
Series Y Preferred Stock the number of shares of stock or other securities or
property of the corporation or otherwise, to which a holder of Common Stock
deliverable upon conversion of such Series Y Preferred Stock would have been
entitled on such recapitalization. In any such case, appropriate adjustment
shall be made in the application of the provisions of this Section 3 with
respect to the rights of the holders of the Series Y Preferred Stock after the
recapitalization to the end that the provisions of this Section 3 (including
adjustment of the Conversion Price then in effect and the number of shares
purchasable upon conversion of the Series Y Preferred Stock) shall be applicable
after that event in as nearly equivalent a way as practicable.

(h) Adjustment for Merger or Reorganization. In case of any consolidation or
merger of the Corporation with or into another corporation or the sale of all or
substantially all of the assets of the Corporation to another corporation (other
than a consolidation, merger, or sale that is treated as a liquidation under
subsection 2(c) above), each share of Series Y Preferred Stock shall thereafter
be convertible into the number of shares of stock or other securities or
property to which a holder of the number of shares of Common Stock of the
Corporation deliverable upon conversion of such Series Y Preferred Stock would
have been entitled upon such consolidation, merger or conveyance.

(i) No Impairment. Without the approval of the holders of a majority of the then
outstanding shares of Series Y Preferred Stock, the Corporation will not, by
amendment of its certificate of incorporation or through any reorganization,
recapitalization, transfer of assets, consolidation, merger, dissolution, issue
or sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms to be observed or performed
hereunder by the Corporation, but will at all times in good faith assist in the
carrying out of all the provisions of this Series Y Certificate of Designation
and in the taking of all such action as may be necessary or appropriate in order
to protect the Conversion Rights of the holders of shares of Series Y Preferred
Stock against impairment.

(j) No Fractional Shares. No fractional shares shall be issued upon the
conversion of any share or shares of the Series Y Preferred Stock, and the
number of shares of Common Stock to be issued shall be rounded to the nearest
whole share, determined on the basis of the total number of shares of Series Y
Preferred Stock the holder is at the time converting into Common Stock and the
number of shares of Common Stock issuable upon such aggregate conversion.

(k) Certificate as to Adjustments. Upon the occurrence of each adjustment or
readjustment of the applicable Conversion Price for the Series Y Preferred Stock
pursuant to this Section 3, the Corporation, at its expense, shall promptly
compute such adjustment or

                                      -10-
<PAGE>
readjustment in accordance with the terms hereof and prepare and furnish to each
holder of Series Y Preferred Stock a certificate setting forth such adjustment
or readjustment and showing in detail the facts upon which such adjustment or
readjustment is based. The Corporation shall, upon the written request at any
time of any holder of Series Y Preferred Stock, furnish or cause to be furnished
to such holder a like certificate setting forth (1) such adjustment and
readjustment, (2) the applicable Conversion Price for the Series Y Preferred
Stock at the time in effect, and (3) the number of shares of Common Stock and
the amount, if any, of other property that at the time would be received upon
the conversion of a share of the Series Y Preferred Stock.

(l) Notices of Record Date. In the event of any taking by the Corporation of a
record of the holders of any class of securities for the purpose of determining
the holders thereof who are entitled to receive any dividend (other than a cash
dividend) or other distribution, any right to subscribe for, purchase or
otherwise acquire any shares of stock of any class or any other securities or
property, or to receive any other right, the Corporation shall mail to each
holder of Series Y Preferred Stock, at least ten (10) days prior to the date
specified therein or such shorter period agreed upon by written consent of the
holders of a majority of the outstanding shares of the Series Y Preferred Stock,
a notice specifying the date on which any such record is to be taken for the
purpose of such dividend, distribution or right, and the amount and character of
such dividend, distribution or right.

(m) Reservation of Stock Issuable Upon Conversion. From and after the date on
which the Corporation's certificate of incorporation is amended to increase the
number of authorized shares of Common Stock to at least 250,000,000 shares, the
Corporation shall at all times reserve and keep available out of its authorized
but unissued shares of Common Stock, solely for the purpose of effecting the
conversion of the shares of the Series Y Preferred Stock, such number of its
shares of Common Stock as shall from time to time be sufficient to effect the
conversion of all outstanding shares of the Series Y Preferred Stock; and if at
any time the number of authorized but unissued shares of Common Stock shall not
be sufficient to effect the conversion of all then outstanding shares of the
Series Y Preferred Stock, in addition to such other remedies as shall be
available to the holder of such Series Y Preferred Stock, the Corporation will
take such corporate action as may, in the opinion of its counsel, be necessary
to increase its authorized but unissued shares of Common Stock to such number of
shares as shall be sufficient for such purposes, including, without limitation,
engaging in best efforts to obtain the requisite shareholder approval of any
necessary amendment to this Series Y Certificate of Designation or its
certificate of incorporation.

(n) Notices. Any notice required by the provisions of this Series Y Certificate
of Designation to be given to the holders of shares of Series Y Preferred Stock
shall be deemed given if delivered in person, certified or registered mail,
return receipt requested, telecopier or telex, addressed to each holder of any
shares of Series Y Preferred Stock at the address of such holder as shown on the
books of the Corporation.

4. Voting Rights. The holder of each share of Series Y Preferred Stock shall
have the right to 978.5 votes (appropriately adjusted to reflect the occurrence
of any event

                                      -11-
<PAGE>
described in subsection 3(f)). Each holder of Series Y Preferred Stock shall be
entitled, notwithstanding any provision hereof, to notice of any stockholders'
meeting in accordance with the by-laws of the Corporation. Except as may
otherwise be provided in the Corporation's certificate of incorporation
(including this Series Y Certificate of Designation) or required by law, the
Series Y Preferred Stock shall vote or act together with all other classes and
series of capital stock of the Corporation (including the Common Stock) as a
single class on all actions to be taken by the stockholders of the Corporation.

5. Protective Provisions. So long as at least 25% of the shares of Series Y
Preferred Stock originally issued are outstanding, the Corporation shall not,
nor shall it allow any of its subsidiaries, without first obtaining the approval
of the holders of at least a majority of the then outstanding shares of Series Y
Preferred Stock, voting as a separate series:

(a) alter or change the rights, preferences or privileges of the shares of
Series Y Preferred Stock as set forth in this Series Y Certificate of
Designation, so as to affect adversely the shares;

(b) authorize any reclassification of the Series Y Preferred Stock; or

(c) authorize or issue, or obligate itself to issue, (i) any other equity
security, including any other security convertible into or exercisable for any
equity security, having rights, preferences or privileges senior to the Series Y
Preferred Stock or (ii) during the six month period beginning on the Filing
Date, any other equity security, including any other security convertible into
or exercisable for any equity security, having rights, preferences or privileges
pari passu with the Series Y Preferred Stock.

6. Redemption. The shares of Series Y Preferred Stock shall be redeemed as
follows:

(a) Optional Redemption. At any time on or after January 1, 2005, the holders of
at least a majority of the then outstanding shares of the Series Y Preferred
Stock may request that the Corporation redeem all (and not less than all) of the
outstanding shares of Series Y Preferred Stock pursuant to the terms of this
Section 6 (the "Series Y Redemption Request"). Upon receipt of the Series Y
Redemption Request, the Corporation shall promptly notify the holders of the
Series X Preferred Stock of the Series Y Redemption Request. Upon receipt of a
Redemption Request (in such case as defined under the Series X Certificate of
Designation), the Corporation shall promptly notify the holders of the Series Y
Preferred Stock of such Redemption Request. Upon receipt of the Series Y
Redemption Request, the Corporation shall redeem from any source of funds
legally available therefor the outstanding shares of the Series Y Preferred
Stock in full on a date that is no more than 120 days after the date of the
Redemption Notice, as defined in Section 6(c) below (the "Redemption Date").

(b) Redemption Price and Payment. The Series Y Preferred Stock to be redeemed on
the Redemption Date shall be redeemed by paying for each share in cash an amount

                                      -12-
<PAGE>
(such amount being referred to as the "Redemption Price") equal to $1,000 (as
such amount may be adjusted for any stock splits, stock dividends,
recapitalizations or the like affecting the Series Y Preferred Stock) plus, in
the case of each share, an amount equal to all Accruing Dividends unpaid thereon
(whether or not declared) and any other dividends declared but unpaid thereon,
computed to the date payment thereof is made available.

(c) Redemption Mechanics. At least 20 but not more than 60 days prior to the
Redemption Date, written notice (the "Redemption Notice") shall be given by the
Corporation to each holder of record (at the close of business on the business
day next preceding the day on which the Redemption Notice is given) of shares of
Series Y Preferred Stock notifying such holder of the redemption and specifying
the Redemption Price, such Redemption Date, the number of shares of Series Y
Preferred Stock to be redeemed from such holder and the place where said
Redemption Price shall be payable and calling upon such holder to surrender to
the Corporation, in the manner and at the place designated his certificate or
certificates representing the shares to be redeemed. On or after the Redemption
Date, each holder of Series Y Preferred Stock shall surrender to the Corporation
the certificate or certificates representing such shares, in the manner and at
the place designated in the Redemption Notice, and thereupon the Redemption
Price of such shares shall be payable to the order of the person whose name
appears on such certificate or certificates as the owner thereof and each
surrendered certificate shall be canceled. The Redemption Notice shall be
addressed to each holder at his address as shown by the records of the
Corporation. From and after the close of business on the Redemption Date, unless
there shall have been a default in the payment of the Redemption Price, all
rights of holders of shares of Series Y Preferred Stock (except the right to
receive the Redemption Price) shall cease with respect to the shares to be
redeemed on such Redemption Date, and such shares shall not thereafter be
transferred on the books of the Corporation or be deemed to be outstanding for
any purpose whatsoever. If, on the Redemption Date, the funds of the Corporation
legally available for redemption of shares of (A) Series Y Preferred Stock, (B)
Series X Preferred Stock and (C) any other class or series of preferred stock
(whenever designated or created) that (1) entitles the holders thereof to cause
the Corporation to redeem such shares and (2) is on parity with the Series Y
Preferred Stock with respect to redemption by the Corporation, are insufficient
to redeem the total number of shares of Series Y Preferred Stock, Series X
Preferred Stock and any other class or series of preferred stock to be redeemed
on such Redemption Date, the holders of such shares shall share ratably in any
funds legally available for redemption of such shares according to the
respective amounts which would be payable to them if the full number of shares
to be redeemed on such Redemption Date were actually redeemed. The shares of
Series Y Preferred Stock, Series X Preferred Stock and any other class or series
of preferred stock required to be redeemed but not so redeemed shall remain
outstanding and entitled to all rights and preferences provided herein. At any
time thereafter when additional funds of the Corporation are legally available
for the redemption of such shares of Series Y Preferred Stock, Series X
Preferred Stock and any other class or series of preferred stock, such funds
will be used, at the end of the next succeeding fiscal quarter, to redeem the
balance of such shares, or such portion thereof for which funds are then legally
available, on the basis set forth above. The Series X Preferred Stock shall rank
on parity with the Series Y Preferred Stock with respect to redemption by the
Corporation.

                                      -13-
<PAGE>
(d) Redeemed or Otherwise Acquired Shares to be Retired. Any shares of Series Y
Preferred Stock redeemed pursuant to this Section 6 or otherwise acquired by the
Corporation in any manner whatsoever shall be canceled and shall not under any
circumstances be reissued; and the Corporation may from time to time take such
appropriate corporate action as may be necessary to reduce accordingly the
number of authorized shares of Series Y Preferred Stock.

(e) Waiver of Redemption. Any redemption of shares of Series Y Preferred Stock
required to be made by the Corporation by the Redemption Date may be waived or
postponed by the vote or written consent of the holders of at least a majority
of the shares of Series Y Preferred Stock then outstanding. 7. Status of
Converted Stock. In the event any shares of Series Y Preferred Stock shall be
converted pursuant to Section 3 hereof, the shares so converted shall be
canceled and shall not be issuable by the Corporation.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




                                      -14-
<PAGE>
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Designation
to be signed by a duly authorized officer of the Corporation as of this 28th day
of December, 2001.

DSL.NET, INC.

BY: /S/ STEPHEN ZAMANSKY
    ---------------------------
    STEPHEN ZAMANSKY



                                      -15-
<PAGE>
                           CERTIFICATE OF AMENDMENT OF
          AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED
                                       OF
                                  DSL.NET, INC.

                             Pursuant to Section 242
                        of the General Corporation Law of
                              the State of Delaware
                          -----------------------------


         DSL.net, Inc. (hereinafter called the "Corporation"), organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:

         FIRST:  That the Board of Directors of the Corporation duly met on
March 27, 2002 and adopted resolutions setting forth proposed amendments to the
Amended and Restated Certificate of Incorporation of the Corporation, as amended
(the "Amended and Restated Certificate"), declaring said amendments to be
advisable and directed that the matters be submitted to the stockholders of the
Corporation for the approval of said amendments.

         SECOND: The first of said amendments would amend the Amended and
Restated Certificate by amending and restating in its entirety paragraph A of
Article IV and substituting in lieu thereof the following:

                 "A. CLASSES OF STOCK. This corporation is authorized to issue
         two classes of stock to be designated, respectively, "Common Stock" and
         "Preferred Stock." The total number of shares that this corporation is
         authorized to issue is 420,000,000 shares, of which 400,000,000 shares
         shall be Common Stock with a par value of $.0005 per share and
         20,000,000 shares shall be Preferred Stock with a par value of $.001
         per share."

         THIRD:  The second of said amendments would amend the Amended and
Restated Certificate by amending and restating in its entirety Article VII and
substituting in lieu thereof the following:

                 "Holders of the Common Stock may not take any action by
         written consent in lieu of a meeting. Except as otherwise set forth in
         the certificate of designation for any class or series of preferred
         stock, holders of a class or series of Preferred Stock (including the
         Series X Preferred Stock and the Series Y Preferred Stock), when voting
         or acting as a separate class or series, may take action by written
         consent in lieu of a meeting."
<PAGE>
         FOURTH: The third of said amendments would amend the Certificate of
Designation of Series X Preferred Stock ("Series X Certificate of Designation"),
which constitutes a part of the Amended and Restated Certificate, by amending
and restating in their entirety Sections 2(a) and (b) of the Series X
Certificate of Designation and substituting in lieu thereof the following:

                 "2. LIQUIDATION PREFERENCE.

                 (a) In the event of any liquidation, dissolution or winding up
         of the Corporation, either voluntary or involuntarily, the holders of
         Series X Preferred Stock shall be entitled to receive, prior and in
         preference to any distribution of any of the assets of the Corporation
         to the holders of Common Stock and any other class or series of
         preferred stock (whenever designated or created) that is junior to the
         Series X Preferred Stock with respect to the liquidation, dissolution
         or winding up of the Corporation by reason of their ownership thereof,
         an amount per share equal to the sum of $1,000.00 (the "Original Series
         X Issue Price") plus, in the case of each share, an amount equal to all
         Accruing Dividends thereon unpaid (whether or not declared) computed to
         the date payment thereon is made (subject to adjustment of such fixed
         dollar amounts for any stock splits, stock dividends, combinations,
         recapitalizations or the like affecting the Series X Preferred Stock
         after the date of the filing of this Series X Certificate of
         Designation with the Secretary of State of the State of Delaware). If
         upon the occurrence of such event, the assets and funds available for
         distribution to the holders of shares of Series X Preferred Stock and
         any other class or series of preferred stock (whenever designated or
         created) that is on parity with the Series X Preferred Stock shall be
         insufficient to permit the payment to such holders of the full
         aforesaid preferential amounts, then the entire assets and funds of the
         Corporation legally available for distribution shall be distributed
         ratably among the holders of the Series X Preferred Stock and any other
         such class or series of Preferred Stock in proportion to the amount of
         such preferential amounts due on the shares of Series X Preferred Stock
         and any other such class or series of Preferred Stock owned by each
         such holder. The Corporation's Series Y Convertible Preferred Stock,
         par value $.001 per share (the "Series Y Preferred Stock"), shall rank
         on parity with the Series X Preferred Stock with respect to the
         liquidation, dissolution or winding up of the Corporation.

                 (b) Upon completion of the distribution required by subsection
         (a) of this Section 2 and any other distribution required by the
         Corporation's certificate of incorporation (including any certificate
         of designation for another class or series of preferred stock), all of
         the remaining assets of the Corporation available for distribution to
         stockholders, if any, shall be distributed among the holders of shares
         of Series X Preferred Stock, Series Y Preferred Stock, Common Stock and
         any other class or series of stock of the Corporation (whenever
         designated or created) that is not limited to a fixed sum or percentage
         in respect of the rights of the holders thereof to participate on the
         distribution of assets upon the liquidation, dissolution or winding up
         of the Corporation pro rata based on the number of shares of Common
         Stock then held by each such holder (assuming full conversion of all
<PAGE>
         convertible or exchangeable stock, including the Series X Preferred
         Stock and Series Y Preferred Stock, into shares of Common Stock,
         regardless of whether or not such shares are then convertible)."

         FIFTH:  The fourth of said amendments would amend the Series X
Certificate of Designation, which constitutes a part of the Amended and Restated
Certificate, by amending and restating in its entirety Section 3(b) of the
Series X Certificate of Designation and substituting in lieu thereof the
following:

                 "(b) AUTOMATIC CONVERSION. Each share of Series X Preferred
         Stock shall automatically be converted into shares of Common Stock at
         the applicable Conversion Price at the time in effect immediately upon
         the close of business on the date on which the closing sale price of
         the Corporation's Common Stock on the Nasdaq Stock Market has exceeded
         $2.50 per share (as adjusted for any stock splits, stock dividends,
         recapitalizations or the like affecting the Common stock after the date
         of the filing of the Series X Certificate of Designation with the
         Secretary of State of the State of Delaware (the "Filing Date") for a
         period of 45 consecutive trading days; provided, however, that such
         period of 45 consecutive trading days must commence and end following
         the date that is 180 days after the Filing Date."

         SIXTH:  The fifth of said amendments would amend the Series X
Certificate of Designation by amending and restating in its entirety Section 5
of the Series X Certificate of Designation and substituting in lieu thereof the
following:

                 "5. PROTECTIVE PROVISIONS. So long as at least 25% of the
         shares of Series X Preferred Stock originally issued are outstanding,
         the Corporation shall not, nor shall it allow any of its subsidiaries,
         without first obtaining the approval of the holders of at least a
         majority of the then outstanding shares of Series X Preferred Stock,
         voting as a separate series:

                 (a) authorize or issue, or obligate itself to issue, (i) any
         other equity security (including any other security convertible into or
         exercisable for any equity security) having rights, preferences or
         privileges senior to the Series X Preferred Stock or (ii) during the
         six month period beginning on the filing date of the Corporation's
         Certificate of Designation of the Series Y Preferred Stock with the
         Secretary of State of the State of Delaware, any other equity security
         (including any other security convertible into or exercisable for any
         equity security) having rights, preferences or privileges pari passu
         with the Series X Preferred Stock;

                 (b) alter or change the rights, preferences or privileges of
         the shares of Series X Preferred Stock as set forth in this Series X
         Certificate of Designation, so as to affect adversely the shares;
<PAGE>
                 (c) authorize any reclassification of the Series X Preferred
Stock."

         SEVENTH: The sixth of said amendments would amend the Series X
Certificate of Designation by amending and restating in their entirety Sections
6(a) and 6(c) of the Series X Certificate of Designation and substituting in
lieu thereof the following:

                  "(a) OPTIONAL REDEMPTION. At any time on or after January 1,
         2005, the holders of at least a majority of the then outstanding shares
         of the Series X Preferred Stock may request that the Corporation redeem
         all (and not less than all) of the outstanding shares of Series X
         Preferred Stock pursuant to the terms of this Section 6 (the
         "Redemption Request"). Upon receipt of the Redemption Request, the
         Corporation shall promptly notify the holders of the Series Y Preferred
         Stock of the Redemption Request. Upon receipt of a Series Y Redemption
         Request (in such case as defined under the Series Y Certificate of
         Designation), the Corporation shall promptly notify the holders of the
         Series X Preferred Stock of such Series Y Redemption Request. Upon
         receipt of the Redemption Request, the Corporation shall redeem from
         any source of funds legally available therefor the outstanding shares
         of the Series X Preferred Stock in full on a date that is no more than
         120 days after the date of the Redemption Notice, as defined in Section
         6(c)below (the "Redemption Date").

                  (c) REDEMPTION MECHANICS. At least 20 but not more than 60
         days prior to the Redemption Date, written notice (the "Redemption
         Notice") shall be given by the Corporation to each holder of record (at
         the close of business on the business day next preceding the day on
         which the Redemption Notice is given) of shares of Series X Preferred
         Stock notifying such holder of the redemption and specifying the
         Redemption Price, such Redemption Date, the number of shares of Series
         X Preferred Stock to be redeemed from such holder and the place where
         said Redemption Price shall be payable and calling upon such holder to
         surrender to the Corporation, in the manner and at the place designated
         his certificate or certificates representing the shares to be redeemed.
         On or after the Redemption Date, each holder of Series X Preferred
         Stock shall surrender to this Corporation the certificate or
         certificates representing such shares, in the manner and at the place
         designated in the Redemption Notice, and thereupon the Redemption Price
         of such shares shall be payable to the order of the person whose name
         appears on such certificate or certificates as the owner thereof and
         each surrendered certificate shall be canceled. The Redemption Notice
         shall be addressed to each holder at his address as shown by the
         records of the Corporation. From and after the close of business on the
         Redemption Date, unless there shall have been a default in the payment
         of the Redemption Price, all rights of holders of shares of Series X
         Preferred Stock (except the right to receive the Redemption Price)
         shall cease with respect to the shares to be redeemed on such
         Redemption Date, and such shares shall not thereafter be transferred on
         the books of the Corporation or be deemed to be outstanding for any
         purpose whatsoever. If, on the Redemption Date, the funds of the
<PAGE>
         Corporation legally available for redemption of shares of (A) Series X
         Preferred Stock, (B) Series Y Preferred Stock and (C) any other class
         or series of preferred stock (whenever designated or created) that (1)
         entitles the holders thereof to cause the Corporation to redeem such
         shares and (2) is on parity with the Series X Preferred Stock with
         respect to redemption by the Corporation, are insufficient to redeem
         the total number of shares of Series X Preferred Stock, Series Y
         Preferred Stock and any such other class or series of preferred stock
         to be redeemed on such Redemption Date, the holders of such shares
         shall share ratably in any funds legally available for redemption of
         such shares according to the respective amounts which would be payable
         to them if the full number of shares to be redeemed on such Redemption
         Date were actually redeemed. The shares of Series X Preferred Stock,
         Series Y Preferred Stock and any other class or series of preferred
         stock required to be redeemed but not so redeemed shall remain
         outstanding and entitled to all rights and preferences provided herein.
         At any time thereafter when additional funds of the Corporation are
         legally available for the redemption of such shares of Series X
         Preferred Stock, Series Y Preferred Stock and any other class or series
         of preferred stock, such funds will be used, at the end of the next
         succeeding fiscal quarter, to redeem the balance of such shares, or
         such portion thereof for which funds are then legally available, on the
         basis set forth above. The Series Y Preferred Stock shall rank on
         parity with the Series X Preferred Stock with respect to redemption by
         the Corporation."

         EIGHTH: That the foregoing amendments to the Amended and Restated
Certificate were duly adopted by the stockholders of the Corporation at an
Annual Meeting in accordance with the applicable provisions of Sections 222 and
242(b) of the General Corporation Law of the State of Delaware.

         NINTH: That said amendments were duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
<PAGE>


         IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed by its Chief Executive Officer this 29th day of May,
2002.




                                               DSL.NET, INC.


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