EXHIBIT 10.03
                                                                   -------------

                                VOTING AGREEMENT


            THIS VOTING AGREEMENT, dated as of July 18, 2003 (this "Agreement"),
is made and entered into by and among DSL.net, Inc., a Delaware corporation
("DSLN"), certain stockholders of DSLN who have executed a signature page hereto
(each a "Stockholder," and collectively, the "Stockholders") and the Investors
listed on the signature pages hereto (collectively, the "Investors").

                                    PREAMBLE

            The Stockholders are stockholders of DSLN and desire that DSLN and
the Investors enter into the Note and Warrant Purchase Agreement dated as of the
date hereof (the "Purchase Agreement") among DSLN and the Investors with respect
to the sale of certain Notes and Warrants to the Investors set forth therein.
The Stockholders are executing this Agreement as an inducement to DSLN and the
Investors to enter into and execute the Purchase Agreement.

            All capitalized terms used herein which are not defined herein shall
have the same meanings as ascribed to them in the Purchase Agreement.

            NOW, THEREFORE, in consideration of the execution and delivery by
DSLN and the Investors of the Purchase Agreement and the mutual covenants,
conditions and agreements contained herein and therein, the parties agree as
follows:

            1. REPRESENTATIONS AND WARRANTIES. (a) The Stockholders severally
and not jointly represent and warrant to DSLN and the Investors as follows:

                                    (i) As of the date hereof, the Stockholders
            are the record owners of the DSLN Common Stock, the Series X
            Preferred Stock, the Series Y Preferred Stock or warrants (listed on
            an as-if-converted to DSLN Common Stock basis) set forth on Schedule
            1 to this Agreement. Except for the DSLN Capital Stock set forth on
            Schedule 1 to this Agreement, the Stockholders are not the record
            owner of any other shares of DSLN Capital Stock. "DSLN Capital
            Stock" shall mean the DSLN Common Stock, the Series X Preferred
            Stock and the Series Y Preferred Stock. The DSLN Capital Stock set
            forth on Schedule 1 to this Agreement and any other DSLN Capital
            Stock (including Common Stock issuable pursuant to the warrants set
            forth on Schedule 1) or other voting stock of DSLN that the
            Stockholders may acquire in the future are referred to herein as the
            "Shares." This Agreement has been duly authorized, executed and
            delivered by, and constitutes a valid and binding agreement of, the
            Stockholders, enforceable in accordance with its terms, except as
            enforceability may be limited by applicable bankruptcy, insolvency,
            reorganization, moratorium or similar laws affecting creditors
            rights generally or the availability of equitable remedies, and the
            execution and delivery of this Agreement will not violate or result
            in a default under any agreement to which the Stockholders are a
            party. Neither the execution and delivery of this Agreement nor the

<PAGE>

            consummation by the Stockholders of the transactions contemplated
            hereby will (A) conflict with or violate, or require any consent,
            approval or notice under any provision of any judgment, order,
            decree, statute, law, rule or regulation applicable to a Stockholder
            or a Stockholder's Shares or (B) constitute a violation of, conflict
            with or constitute a default under, any contract, commitment,
            agreement, understanding, arrangement or other restriction of any
            kind to which a Stockholder is a party or by which a Stockholder is
            bound.

                                    (ii) Except as permitted by Section 3, each
            Stockholder's Shares and the certificates representing such Shares
            are now and at all times during the term hereof will be held by each
            Stockholder, free and clear of all liens, claims, security
            interests, proxies, voting trusts or agreements, understandings or
            arrangements or any other encumbrances whatsoever that would
            interfere with the voting of the Shares or the granting of any proxy
            with respect to the subject matter of the proxy granted in Section 2
            below, except for any such encumbrances or proxies arising
            hereunder.

                                    (iii) The DSLN Capital Stock set forth on
            Schedule 1 and held by the  Stockholders  as of the date  hereof is
            subject to this Agreement and is sufficient, if voted in accordance
            with the terms hereof, under the Delaware General Corporation Law
            and the Company's certificate of incorporation and by-laws to obtain
            the Required Stockholder Approvals, regardless of whether all
            options, warrants, rights or agreements for the purchase or
            acquisition of any DSLN Capital Stock or other voting stock of DSLN
            that may be exercised by any Person prior to any DSLN Stockholders
            Meeting are exercised.

                                    (iv) The Stockholders understand and
            acknowledge that any DSLN Capital Stock or other voting stock of the
            Company that the Stockholders purchase or with respect to which the
            Stockholders otherwise acquire beneficial ownership after the date
            of this Agreement and prior to the Termination Date shall be subject
            to the terms and conditions of this Agreement to the same extent as
            if they constituted Shares as of the date hereof.

                                    (v) The Stockholders understand and
            acknowledge that DSLN and the Investors are entering the Purchase
            Agreement in reliance upon the Stockholders' execution and delivery
            of this Agreement. The Stockholders acknowledge that the irrevocable
            proxy set forth in Section 4 is granted in consideration for the
            execution and delivery of the Purchase Agreement by DSLN and the
            Investors.

            (b) DSLN and each of the Investors severally and not jointly
represent and warrant to the Stockholders as follows:

                                    (i) This Agreement has been duly authorized,
            executed and delivered by and constitutes a valid and binding
            agreement of it, enforceable in accordance with its terms except as
            enforceability may be limited by applicable bankruptcy, insolvency
            or similar laws affecting creditors' rights generally or the
            availability of equitable remedies,

                                        2
<PAGE>

            and the execution and delivery of this Agreement will not violate or
            result in a default under any agreement to which it is a party.
            Neither the execution and delivery of this Agreement nor the
            consummation by it of the transactions contemplated hereby will (A)
            violate, or require any consent, approval or notice under any
            provision of any judgment, order, decree, statute, law, rule or
            regulation applicable to it or (B) constitute a violation of,
            conflict with or constitute a default under, any contract,
            commitment, agreement, understanding, arrangement or other
            restriction of any kind to which it is a party or by which it is
            bound.

            2. VOTING AGREEMENT. The Stockholders severally agree with, and
covenant to, DSLN and the Investors that, during the term of this Agreement, at
any meeting of DSLN stockholders called for the purpose of approving the
transactions contemplated by the Purchase Agreement, including the Required
Stockholder Approvals and all other meetings of Stockholders related thereto
(each, a "DSLN Stockholders Meeting"), or at any adjournment thereof or in any
other circumstances upon which a vote, consent, agreement or other approval is
sought for the purpose of approving the transactions contemplated by the
Purchase Agreement, including the Required Stockholder Approvals, the
Stockholders shall vote (or cause to be voted) the Stockholder's Shares (and all
shares of DSLN Capital Stock for which such Stockholder has been granted a proxy
to the extent permitted thereby), and shall otherwise consent or agree to vote,
in favor of the issuances of the Notes and Warrants as proposed under the
Purchase Agreement and each of the amendments to DSLN's certificate of
incorporation set forth in Exhibit A hereto. The Stockholders, as holders of
DSLN Capital Stock, shall be present in person or by proxy at all meetings of
stockholders of DSLN so that all Shares are counted for purposes of determining
the presence of a quorum at such meetings.

            3. COVENANTS. The Stockholders severally agree with, and covenant
to, DSLN and the Investors that prior to the termination of this Agreement, the
Stockholders shall not (i) without the prior written consent of DSLN and the DB
Investors (which consent shall not be unreasonably withheld if the transferee
executes this Agreement at the time of the transfer) transfer (which term shall
include, without limitation, for the purposes of this Agreement, any sale, gift,
pledge, or consent to any transfer of) any or all of a Stockholder's Shares or
any interest therein; (ii) enter into any contract, option or other agreement or
understanding with respect to any transfer of any or all of such Shares or any
interest therein; (iii) grant any proxy, power of attorney or other
authorization in or with respect to such Shares other than pursuant hereto; or
(iv) deposit such Shares into a voting trust or enter into a voting agreement or
arrangement with respect to such Shares other than pursuant hereto.

            4. GRANT OF IRREVOCABLE PROXY; APPOINTMENT OF PROXY.

                        (a) Each Stockholder hereby revokes any previous proxies
            relating to its Shares and irrevocably (to the fullest extent
            permitted by Section 212 of the Delaware General Corporation Law)
            grants to, and appoints, David F. Struwas, Robert DeSantis, and
            Stephen Zamansky, each of DSLN, and each of them individually, and
            any individual who shall hereafter succeed such person in such
            office at DSLN, such Stockholder's proxy and attorney-in-fact (with
            full power of substitution), for and in the name, place

                                        3
<PAGE>

            and stead of such Stockholder, to vote such Stockholder's Shares at
            any meeting of stockholders of DSLN (including without limitation
            the DSLN Stockholders Meeting), or at any adjournment thereof or in
            any other circumstances upon which a vote, agreement, consent or
            other approval is sought, on the matters set forth in Section 2
            hereof; provided, however, that such vote shall be restricted to the
            matters set forth in Section 2 and such vote shall be an affirmative
            vote in favor of the transactions contemplated by the Purchase
            Agreement, including the Required Stockholder Approvals. Such
            attorney-in-fact may evidence the taking of any action, giving of
            any consent or the voting of the Shares by the execution of any
            document or instrument for such purpose in the name of such
            Stockholder.

                        (b) Each Stockholder hereby affirms that the irrevocable
            proxy set forth in this Section 4 is given in connection with the
            execution of the Purchase Agreement, and that such irrevocable proxy
            is given to secure the performance of the duties of such Stockholder
            under this Agreement. Each Stockholder hereby further affirms that
            the irrevocable proxy is coupled with an interest and may under no
            circumstances be revoked. Each Stockholder hereby ratifies and
            confirms all that such irrevocable proxy may lawfully do or cause to
            be done by virtue hereof. SUCH IRREVOCABLE PROXY IS EXECUTED AND
            INTENDED TO BE IRREVOCABLE IN ACCORDANCE WITH THE PROVISIONS OF
            SECTION 212 OF THE DELAWARE GENERAL CORPORATION LAW.

            5. CERTAIN EVENTS. The Stockholders agree that, except as provided
in Section 3, this Agreement and the obligations hereunder shall attach to the
Stockholders' Shares and shall be binding upon any person or entity to which
legal or beneficial ownership of such Shares shall pass, whether by operation of
law or otherwise, including without limitation the Stockholders' successors or
assigns. In the event of any stock split, stock dividend, merger,
reorganization, recapitalization or other change in the capital structure of
DSLN, or the acquisition of additional shares of DSLN Capital Stock or other
voting securities of DSLN by any Stockholder, the number of Shares subject to
the terms of this Agreement shall be adjusted appropriately and this Agreement
and the obligations hereunder shall attach to any additional shares of DSLN
Capital Stock or other voting securities of DSLN issued to or acquired by the
Stockholders.

            6. FURTHER ASSURANCES. The Stockholders shall, upon request of DSLN
or any of the Investors execute and deliver any additional documents and take
such further actions as may be necessary to carry out the provisions hereof and
to vest the power to vote each Stockholder's Shares as contemplated by Section 4
(except as provided in Section 3) in DSLN and the other irrevocable proxies
described therein at the expense of DSLN.

            7. TERMINATION. This Agreement, and all rights and obligations of
the parties hereunder, including, without limitation, the proxy set forth in
Section 4, shall terminate upon the first to occur of (i) the termination of the
Purchase Agreement in accordance with Section 1.5 thereof, or (ii) upon the
Second Closing (the "Termination Date").

                                        4
<PAGE>

            8. MISCELLANEOUS.

                        (a) This Agreement may be executed in two or more
            counterparts (including by facsimile transmission), all of which
            shall be considered one and the same agreement.

                        (b) This Agreement (including the documents and
            instruments referred to herein) constitutes the entire agreement,
            and supersedes all prior agreements and understandings, both written
            and oral, among the parties with respect to the subject matter
            hereof.

                        (c) This Agreement shall be governed by, and construed
            in accordance with, the laws of the State of Delaware, regardless of
            the laws that might otherwise govern under applicable principles of
            conflicts of laws thereof.

                        (d) Neither this Agreement nor any of the rights,
            interests or obligations under this Agreement shall be assigned, in
            whole or in part, by operation of law or otherwise, by any of the
            parties without the prior written consent of the other parties. Any
            assignment in violation of the foregoing shall be void.

                        (e) The Stockholders agree that irreparable damage would
            occur and that DSLN and the Investors would not have any adequate
            remedy at law in the event that any of the provisions of this
            Agreement were not performed in accordance with their specific terms
            or were otherwise breached. It is accordingly agreed that DSLN and
            the Investors shall be entitled to an injunction or injunctions to
            prevent breaches by the Stockholders of this Agreement and to
            enforce specifically the terms and provisions of this Agreement,
            this being in addition to any other remedy to which they are
            entitled at law or in equity.

                        (f) If any term, provision, covenant or restriction
            herein, or the application thereof to any circumstance, shall, to
            any extent, be held by a court of competent jurisdiction to be
            invalid, void or unenforceable, such term, provision, covenant or
            restriction shall be modified or voided, as may be necessary to
            achieve the intent of the parties to the extent possible, and the
            remainder of the terms, provisions, covenants and restrictions
            herein and the application thereof to any other circumstances, shall
            remain in full force and effect, shall not in any way be affected,
            impaired or invalidated, and shall be enforced to the fullest extent
            permitted by law.

                        (g) No amendment, modification or waiver in respect of
            this Agreement shall be effective against any party unless it shall
            be in writing and signed by such party.


                      [SIGNATURES APPEAR ON THE NEXT PAGE]

                                        5
<PAGE>

                        IN WITNESS WHEREOF, the undersigned parties have
executed and delivered this Voting Agreement as of the date first above written.

                                 DSL. net, Inc.


                                 By:
                                    ---------------------------------
                                 Title:
                                       ------------------------------




                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]











                      [SIGNATURE PAGE TO VOTING AGREEMENT]

<PAGE>

                                  DEUTSCHE BANK AG LONDON,
                                  BY DB ADVISORS LLC AS INVESTMENT ADVISOR

                                  By:
                                     -------------------------------------
                                  Name:
                                       -----------------------------------
                                  Title:
                                        ----------------------------------




                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]














                      [SIGNATURE PAGE TO VOTING AGREEMENT]

<PAGE>


                                  VantagePoint Venture Partners III (Q), L.P.
                                  By: VantagePoint Venture Associates III,
                                      L.L.C., its general partner

                                  By:
                                       -----------------------------------

                                  Name:
                                         ---------------------------------
                                  Managing Member


                                  VantagePoint Venture Partners III, L.P.

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

                                  By:
                                       -----------------------------------

                                  Name:
                                         ---------------------------------
                                  Managing Member


                                  VantagePoint Communications Partners, L.P.

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

                                  By:
                                       -----------------------------------

                                  Name:
                                         ---------------------------------
                                  Managing Member


                                  VantagePoint Venture Partners 1996, L.P.

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

                                  By:
                                       -----------------------------------
                                  Name:
                                         ---------------------------------




                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                      [SIGNATURE PAGE TO VOTING AGREEMENT]
<PAGE>

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

                                  By: Columbia Capital Equity Partners, L.L.C.


                                      By:
                                         ---------------------------------
                                      Name:
                                           -------------------------------
                                      Title:
                                            ------------------------------



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

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


                                      By:
                                         ---------------------------------
                                      Name:
                                           -------------------------------
                                      Title:
                                            ------------------------------


                                  COLUMBIA CAPITAL EQUITY PARTNERS II (CAYMAN),
                                  LP

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


                                      By:
                                         ---------------------------------
                                      Name:
                                           -------------------------------
                                      Title:
                                            ------------------------------



                                  COLUMBIA CAPITAL EQUITY PARTNERS II, LP

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


                                      By:
                                         ---------------------------------
                                      Name:
                                           -------------------------------
                                      Title:
                                            ------------------------------


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                      [SIGNATURE PAGE TO VOTING AGREEMENT]
<PAGE>


                                  COLUMBIA CAPITAL EQUITY PARTNERS III (CAYMAN),
                                  LP

                                  By: Columbia Capital Equity Partners III
                                      (Cayman), Ltd.
                                      Its: General Partner


                                      By:
                                         ---------------------------------
                                      Name:
                                           -------------------------------
                                      Title:
                                            ------------------------------



                                  COLUMBIA CAPITAL EQUITY PARTNERS III (AI), LP

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


                                      By:
                                         ---------------------------------
                                      Name:
                                           -------------------------------
                                      Title:
                                            ------------------------------


                                  COLUMBIA CAPITAL INVESTORS III, LLC

                                  By: Columbia Capital III, LLC
                                      Its: Manager


                                      By:
                                         ---------------------------------
                                      Name:
                                           -------------------------------
                                      Title:
                                            ------------------------------


                                  COLUMBIA CARDINAL PARTNERS, L.L.C.

                                  By: Columbia Partners, L.L.C.


                                      By:
                                         ---------------------------------
                                      Name:
                                           -------------------------------
                                      Title:
                                            ------------------------------



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                      [SIGNATURE PAGE TO VOTING AGREEMENT]
<PAGE>


                                      COLUMBIA BROADSLATE PARTNERS, LLC

                                      By: Columbia Capital III, L.L.C.
                                          Its:


                                          By:
                                             -----------------------------
                                          Name:
                                               ---------------------------
                                          Title:
                                                --------------------------




                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]












                      [SIGNATURE PAGE TO VOTING AGREEMENT]
<PAGE>


                                  CHARLES RIVER PARTNERSHIP X, A LIMITED
                                  PARTNERSHIP

                                  By: Charles River X GP, LLC, General Partner


                                  By:
                                     -------------------------------------
                                  Name:
                                       -----------------------------------
                                  Title:
                                        ----------------------------------



                                  CHARLES RIVER PARTNERSHIP X-A, A LIMITED
                                  PARTNERSHIP

                                  By: Charles River X GP, LLC, General Partner


                                  By:
                                     -------------------------------------
                                  Name:
                                       -----------------------------------
                                  Title:
                                        ----------------------------------



                                  CHARLES RIVER FRIENDS X-B, LLC

                                  By: Charles River Friends, Inc., Manager


                                  By:
                                     -------------------------------------
                                  Name:
                                       -----------------------------------
                                  Title:
                                        ----------------------------------



                                  CHARLES RIVER FRIENDS X-C, LLC

                                  By:  Charles River Friends, Inc., Manager


                                  By:
                                     -------------------------------------
                                  Name:
                                       -----------------------------------
                                  Title:
                                        ----------------------------------


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



                      [SIGNATURE PAGE TO VOTING AGREEMENT]
<PAGE>


                                   THE LAFAYETTE INVESTMENT FUND, L.P.

                                  By: Lafayette Investment Partners, L.P.,
                                      its sole general partner

                                  By: Lafayette Private Equities, Inc.,
                                      its sole general partner


                                      By:
                                         ---------------------------------
                                         Robert Sussman
                                         Vice President




                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




                      [SIGNATURE PAGE TO VOTING AGREEMENT]
<PAGE>

                                   SCHEDULE 1
<TABLE><CAPTION>
------------------------------------------------------- -------------------- -------------------- ------------ ------------
Stockholder's Name                                       Series X Preferred   Series Y Preferred     Common      Warrants
------------------------------------------------------- -------------------- -------------------- ------------ ------------
<S>                                                            <C>                     <C>          <C>         <C>
VantagePoint Venture Partners III (Q), L.P.                    10,694                  0            1,361,037   5,960,152
------------------------------------------------------- -------------------- -------------------- ------------ ------------
VantagePoint Venture Partners III, L.P.                         1,306                  0             168,218     727,881
------------------------------------------------------- -------------------- -------------------- ------------ ------------
VantagePoint Communications Partners, L.P.                      4,000                  0           13,562,330   2,284,888
------------------------------------------------------- -------------------- -------------------- ------------ ------------
Vantagepoint Venture Partners 1996, L.P.                        4,000                  0            6,781,164   2,257,114
------------------------------------------------------- -------------------- -------------------- ------------ ------------
Columbia Capital Equity Partners III (QP), L.P.                   0                  3,877              0        850,053
------------------------------------------------------- -------------------- -------------------- ------------ ------------
Columbia Capital Equity Partners II (QP), L.P.                    0                   507               0        112,718
------------------------------------------------------- -------------------- -------------------- ------------ ------------
Columbia Cardinal Partners, LLC                                   0                   544               0         20,225
------------------------------------------------------- -------------------- -------------------- ------------ ------------
Columbia Broadslate Partners, LLC                                 0                  3,108              0           0
------------------------------------------------------- -------------------- -------------------- ------------ ------------
Columbia Capital Equity Partners III (AI), L.P.                   0                   214               0         46,959
------------------------------------------------------- -------------------- -------------------- ------------ ------------
Columbia Capital Equity Partners II (Cayman), L.P.                0                    0                0         92,020
------------------------------------------------------- -------------------- -------------------- ------------ ------------
Columbia Capital Equity Partners II, L.P.                         0                    0                0         4,754
------------------------------------------------------- -------------------- -------------------- ------------ ------------
Columbia Capital Equity Partners III, (Cayman) L.P.               0                    0                0        466,809
------------------------------------------------------- -------------------- -------------------- ------------ ------------
Columbia Capital Investors III, L.L.C.                            0                    0                0        209,741
------------------------------------------------------- -------------------- -------------------- ------------ ------------
The Lafayette Investment Fund, L.P.                               0                  3,750              0           0
------------------------------------------------------- -------------------- -------------------- ------------ ------------
Charles River Partnership X, A Limited Partnership                0                   905               0           0
------------------------------------------------------- -------------------- -------------------- ------------ ------------
Charles River Partnership X-A, A Limited Partnership              0                    25               0           0
------------------------------------------------------- -------------------- -------------------- ------------ ------------
Charles River Friends X-B, LLC                                    0                    60               0           0
------------------------------------------------------- -------------------- -------------------- ------------ ------------
Charles River Friends X-C, LLC                                    0                    10               0           0
------------------------------------------------------- -------------------- -------------------- ------------ ------------
------------------------------------------------------- -------------------- -------------------- ------------ ------------
TOTALS                                                         20,000                13,000        21,872,749   13,033,314
------------------------------------------------------- -------------------- -------------------- ------------ ------------
</TABLE>
<PAGE>

                                    Exhibit A
                                    ---------


    PROPOSED AMENDMENTS TO THE CERTIFICATE OF INCORPORATION OF DSL.NET, INC.

            All corporate action necessary to effectuate the following proposed
amendments to the certificate of incorporation of the Company will need to be
taken in connection with the transactions contemplated by the Note and Warrant
Purchase Agreement (the "Purchase Agreement") dated as of July 18, 2003 by and
among the Corporation and the investors named therein (capitalized terms used
but not defined herein shall have the meaning given such terms in the Purchase
Agreement):

Proposed Amendment to Increase the Number of Shares of Authorized Common Stock
------------------------------------------------------------------------------

            Paragraph A of Article IV of the Corporation's certificate of
incorporation shall be amended to increase the number of authorized shares of
Common Stock to _____________ shares from 250,000,000 shares by amending and
restating such paragraph A in its entirety, so that as so amended and restated
such paragraph A shall read in its entirety as follows:

                        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 ___________ shares, of which
            ____________ 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.

Proposed Amendments to Series X Preferred Stock
-----------------------------------------------

            The terms of the Series X Preferred Stock shall be amended to
replace the full ratchet antidilution adjustment mechanism with a
weighted-average antidilution adjustment mechanism by amending and restating the
first paragraph of Section 3(d) of the Certificate of Designation of Series X
Preferred Stock ("Series X Certificate of Designation") in its entirety, so that
as so amended and restated such first paragraph of Section 3(d) shall read in
its entirety as follows:

                        (d) Adjustment of Price Upon Issuance of Common Stock.
            Except as provided in subsections 3(e) and 3(f), 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 (such number being appropriately adjusted to
            reflect the occurrence of any event described in subsection 3(f))
            (the "Dilutive Financing Price"), then, forthwith upon such issue or
            sale, the applicable Conversion Price shall be reduced to the price
            determined by dividing (i) an amount equal to the sum of (a) the
            number of shares of Common Stock outstanding immediately prior to
            such issue or sale multiplied by the then existing Conversion Price
            and (b) the consideration, if any, received by the Corporation upon
            such issue or sale, by (ii) an

<PAGE>

            amount equal to the sum of (a) the total number of shares of Common
            Stock outstanding immediately prior to such issue or sale and (b)
            the total number of shares of Common Stock issuable in such issue or
            sale. For purposes hereof all shares of Common Stock issuable upon
            conversion of outstanding Options and Convertible Securities (both
            as defined below) (including all outstanding shares of Series X
            Preferred Stock and Series Y Preferred Stock and all outstanding
            warrants to purchase shares of capital stock of the Corporation)
            immediately prior to such issue or sale shall be deemed to be
            outstanding for the purposes of clauses (i)(a) and (ii)(a). The
            provisions of this subsection 3(d) may be waived in any instance,
            without a meeting, prospectively or retroactively, by the holders of
            the Series X Preferred Stock by obtaining the written consent of the
            holders of a majority of the then outstanding shares of Series X
            Preferred Stock.

            The terms of the Series X Preferred Stock shall be amended to
exclude from the requirement to make adjustments of the Conversion Price
applicable to the Series X Preferred Stock (1) the issuance, sale and exercise
of the Warrants, (2) the issuance of shares of Common Stock as payment of
interest in accordance with the terms of the Notes and (3) the issuance and
exercise of certain warrants to be issued to VantagePoint Venture Partners III
(Q), L.P. by amending and restating Section 3(e) of the Series X Certificate of
Designation in its entirety, so that as so amended and restated such Section
3(e) shall read in its entirety as follows:

            (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 Corporation's Amended and Restated 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)), 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 of

<PAGE>

        shares of Common Stock upon exercise of the warrant to purchase
        12,950,000 shares of Common Stock (appropriately adjusted to reflect the
        occurrence of any event described in subsection 3(f)) issued to
        affiliates of VantagePoint Venture Partners and Columbia Capital
        Partners in connection with the guaranty of the Corporation's
        obligations under that certain Revolving Credit and Term Loan Agreement
        dated as of December 13, 2002 by and between the Corporation and Fleet
        National Bank; (E) the issuance of shares of Common Stock upon exercise
        of the warrant to purchase an aggregate of 2,260,909 shares of Common
        Stock (appropriately adjusted to reflect the occurrence of any event
        described in subsection 3(f)) issued to VantagePoint Venture Partners
        III (Q), L.P., (F) 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; (G) the issuance of shares of Common Stock
        upon the conversion of the Series X Preferred Stock or Series Y
        Preferred Stock; (H) 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 and the approval of the Series Y Director (as defined in the
        Amended and Restated Stockholders Agreement dated as of July 18, 2003
        among the Corporation, holders of the Series X Preferred Stock, holders
        of the Series Y Preferred Stock and certain other signatories thereto);
        and (I) the issuance and sale of warrants to purchase shares of Common
        Stock pursuant to the Note and Warrant Purchase Agreement dated as of
        July 18, 2003 by and among the Corporation and the investors named
        therein and the issuance of shares of Common Stock upon the exercise of
        such warrants.

            The terms of the Series X Preferred Stock shall be amended to extend
the redemption date for the Series X Preferred Stock from January 1, 2005 to
[three years after the Initial Closing Date] by amending and restating the first
sentence of Section 6(a) of the Series X Certificate of Designation in its
entirety, so that as so amended and restated such first sentence of Section 6(a)
shall read in its entirety as follows:

            (a) Optional Redemption. At any time on or after [three years after
        the Initial Closing Date], 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").

Proposed Amendments to Series Y Preferred Stock
-----------------------------------------------

            The terms of the Series Y Preferred Stock shall be amended to reduce
the Conversion Price applicable to the Series Y Preferred Stock to $.4423 from
$0.50 by amending and restating the last sentence of Section 3(a)(i) of the
Certificate of Designation of Series Y Preferred Stock ("Series Y Certificate of
Designation") in its entirety, so that as so amended and restated such last
sentence of Section 3(a)(i) shall read in its entirety as follows:

<PAGE>

            The initial Conversion Price per share for shares of Series Y
            Preferred Stock shall be $0.50; provided, however, that from and
            after July __, 2003 [insert Initial Closing Date] the Conversion
            Price per share for shares of Series Y Preferred Stock shall be
            $.4423; and provided further, however, that the Conversion Price
            shall be subject to further adjustment as set forth in subsection
            3(d).

            The terms of the Series Y Preferred Stock shall be amended to
replace the full ratchet antidilution adjustment mechanism with a
weighted-average antidilution adjustment mechanism by amending and restating the
first paragraph of Section 3(d) of the Series Y Certificate of Designation in
its entirety, so that as so amended and restated such first paragraph of Section
3(d) shall read in its entirety as follows:

                        (d) Adjustment of Price Upon Issuance of Common Stock.
            Except as provided in subsections 3(e) and 3(f), 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 (such number being appropriately adjusted to
            reflect the occurrence of any event described in subsection 3(f))
            (the "Dilutive Financing Price"), then, forthwith upon such issue or
            sale, the applicable Conversion Price shall be reduced to the price
            determined by dividing (i) an amount equal to the sum of (a) the
            number of shares of Common Stock outstanding immediately prior to
            such issue or sale multiplied by the then existing Conversion Price
            and (b) the consideration, if any, received by the Corporation upon
            such issue or sale, by (ii) an amount equal to the sum of (a) the
            total number of shares of Common Stock outstanding immediately prior
            to such issue or sale and (b) the total number of shares of Common
            Stock issuable in such issue or sale. For purposes hereof all shares
            of Common Stock issuable upon conversion of outstanding Options and
            Convertible Securities (both as defined below) (including all
            outstanding shares of Series X Preferred Stock and Series Y
            Preferred Stock and all outstanding warrants to purchase shares of
            capital stock of the Corporation) immediately prior to such issue or
            sale shall be deemed to be outstanding for the purposes of clauses
            (i)(a) and (ii)(a). The provisions of this subsection 3(d) may be
            waived in any instance, without a meeting, prospectively or
            retroactively, by the holders of the Series Y Preferred Stock by
            obtaining the written consent of the holders of a majority of the
            then outstanding shares of Series Y Preferred Stock.

            The terms of the Series Y Preferred Stock shall be amended to
exclude from the requirement to make adjustments of the Conversion Price
applicable to the Series Y Preferred Stock (1) the issuance and exercise of the
Warrants, (2) the issuance of shares of Common Stock as payment of interest in
accordance with the terms of the Notes and (3) the issuance and exercise of
certain warrants to be issued to VantagePoint Venture Partners III (Q), L.P. by
amending and restating Section 3(e) of the Series Y Certificate of Designation
in its entirety, so that as so amended and restated such Section 3(e) shall read
in its entirety as follows:

            (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,

<PAGE>

        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 Corporation's Amended and Restated 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)), 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 of
        shares of Common Stock upon exercise of the warrant to purchase
        12,950,000 shares of Common Stock (appropriately adjusted to reflect the
        occurrence of any event described in subsection 3(f)) issued to
        affiliates of VantagePoint Venture Partners and Columbia Capital
        Partners in connection with the guaranty of the Corporation's
        obligations under that certain Revolving Credit and Term Loan Agreement
        dated as of December 13, 2002 by and between the Corporation and Fleet
        National Bank; (E) the issuance of shares of Common Stock upon exercise
        of the warrant to purchase an aggregate of 2,206,909 shares of Common
        Stock (appropriately adjusted to reflect the occurrence of any event
        described in subsection 3(f)) issued to VantagePoint Venture Partners
        III (Q), L.P., (F) 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; (G) the issuance of shares of Common Stock
        upon the conversion of the Series X Preferred Stock or Series Y
        Preferred Stock; (H) 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 and the approval of the Series Y Director (as defined in the
        Amended and Restated Stockholders Agreement dated as of July 18, 2003
        among the Corporation, holders of the Series X Preferred Stock, holders
        of the Series Y Preferred Stock and certain other signatories thereto);
        and (I) the issuance and sale of warrants to purchase shares of Common
        Stock pursuant to the Note and Warrant Purchase Agreement dated as of
        July 18, 2003 by and among the Corporation and the investors named
        therein and the issuance of shares of Common Stock upon the exercise of
        such warrants.

<PAGE>

            The terms of the Series Y Preferred Stock shall be amended to extend
the redemption date for the Series Y Preferred Stock from January 1, 2005 to
[three years after the Initial Closing Date] by amending and restating the first
sentence of Section 6(a) of the Series Y Certificate of Designation in its
entirety, so that as so amended and restated such first sentence of Section 6(a)
shall read in its entirety as follows:

            (a) Optional Redemption. At any time on or after [three years after
        the Initial Closing Date], 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 "Redemption Request").