WWW.EXFILE.COM, INC. -- 13922 -- DSL.NET, INC. -- EXHIBIT 10.7 TO FORM 10-Q


    EXHIBIT
      10.7



    EMPLOYMENT
      AGREEMENT

    This
      Employment Agreement (this “Agreement”), effective
      as of November 3, 2005
      (the “Effective Date”), is
      entered into by and between DSL.net,
      Inc., a Delaware corporation (the
“Company”),
      and
David F. Struwas (the
“Employee”).

    WHEREAS,
the
      Company desires to employ the
      Employee upon the terms and conditions set forth in this Agreement;
      and

    WHEREAS,
the
      Employee desires to be employed
      by the Company, and to perform the duties assigned to him hereunder, upon the
      terms and conditions set forth herein;

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

    1.     Employment.
      The Company hereby agrees to employ the Employee, and the Employee
      hereby agrees to serve the Company, on the terms and conditions hereinafter
      set
      forth in this Agreement.

    2.     Term.
The
      employment of the Employee by the Company hereunder shall commence on
      the Effective Date and continue until terminated by either party in accordance
      with this Agreement (the “Employment
      Period”).

    3.     Position
      and
      Duties. During the
      Employment Period, the Employee shall serve as the Company’s “Chief Executive
      Officer,” responsible for directing the overall business and operations of the
      Company, and shall faithfully perform all duties and responsibilities consistent
      with his position as Chief Executive Officer and the duties and responsibilities
      relating to the business or operations of the Company (or its subsidiaries)
      consistent with his position as a senior executive officer as the Company’s
      Board of Directors (the “Board of
      Directors”), any committee thereof or the Chairman
      of the Board of Directors may direct from time to time. Without limiting the
      generality of the foregoing, it is anticipated that the Employee’s primary
      duties and responsibilities shall be overseeing and directing the overall
      business and operations of the Company, including pursuing or reviewing
      potential financings, mergers and acquisitions, generating or approving business
      plans, establishing corporate strategy, pursuing or reviewing material
      commercial ventures and relationships, steering the Company’s operations toward
      management approved forecasts and budgets, and advising the Board of Directors
      on material business matters affecting the Company. In the performance of the
      Employee’s duties and responsibilities hereunder, the Employee shall regularly
      report to the Board of Directors. In addition, the Employee agrees to serve
      as a
      director of the Company, upon appointment by the Board of Directors, and, to
      that end, the Company agrees to cause the 

     

     

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    Board
      of Directors to take all actions necessary to duly elect and
      appoint the Employee to serve as a director of the Company as soon as reasonably
      possible on or after the date hereof.

    The
      Employee will fulfill his duties and responsibilities to the Company
      hereunder from the then-current principal corporate office of the Company,
      currently located in New Haven, CT. Notwithstanding the foregoing, the Employee
      agrees to travel as is otherwise necessary, in the Board of Directors’
      reasonable determination, to fulfill his duties and responsibilities as set
      forth in this Agreement.

    4.     Best
      Efforts. The Employee’s
      employment with the Company shall be full time, and the Employee shall devote
      his best efforts and all of his business time to the performance of his duties
      and responsibilities as set forth in this Agreement. The Employee shall not,
      while an employee of the Company, engage in any other gainful occupation or
      activity which conflicts with or impinges upon the full and faithful performance
      of the Employee’s duties, or otherwise violates any other term or provision of
      this Agreement (or any other agreement entered into by the Employee in
      connection with his employment with the Company) or any Company policy.
      Notwithstanding the above, the Employee shall not be prohibited from being
      involved in civic, religious or charitable activities (including serving on
      not-for-profit boards) and serving on boards and committees of for-profit
      entities so long as such activities do not materially interfere with the
      performance of his duties hereunder or otherwise violate any provision of this
      Agreement, provided, the Board of
      Directors has given its previous consent in each instance to such activities,
      which consent shall not be unreasonably withheld, conditioned or delayed. In
      respect to the immediately preceding proviso clause, the Company hereby
      acknowledges and consents to the Employee’s existing membership on the board of
      the Fund for Integrated Education. 

    
      	
               

            	
              5.

            	
              Compensation.

            


    

    (a)    Base
      Compensation. During the Employment Period,
      the Company shall pay to the Employee an annual base salary of Three Hundred
      Thousand U.S. Dollars ($300,000.00) (as adjusted pursuant to this Section 5(a),
      the “Base Compensation”).
      The Base Compensation shall be paid to the Employee in accordance with the
      normal payroll schedules of the Company in effect from time to time, less all
      appropriate withholdings for federal, state and local taxes, employee benefits
      and other mandated charges. Subject to any contractual restrictions or other
      legal prohibitions binding upon the Company, the Board of Directors agrees
      to
      review annually the Base Compensation of the Employee and to consider any
      adjustments that may be warranted in the discretion of the Board of Directors
      and as seem fair and prudent after taking into account the success of the
      Company, the Company’s cash position and forecast, the development of cost of
      living indexes, and the compensation of other similarly situated executives
      in
      the business segments in which the Company operates.

     

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    (b)    Stock
      Options. Partly as an inducement to the
      Employee’s acceptance of employment with the Company hereunder, the Company
      shall grant to the Employee non-qualified stock options to purchase an aggregate
      of 12,850,000 shares of the Company’s common stock under the Company’s Amended
      and Restated 2001 Stock Option and Incentive Plan, of which, 8,000,000 option
      shares shall be, and hereby are, granted, effective as of the Effective Date,
      and 4,850,000 option shares shall be, and hereby are, granted, effective as
      of
      January 3, 2006, subject, in each case, to the Employee’s execution and delivery
      of a stock option agreement, the form, terms and provisions of which shall
      be
      substantially consistent with those implemented by the Company for executive
      officer stock option grants, generally, and in any event which shall include
      terms for full vesting of the option shares upon the three-year anniversary
      of
      the respective grant dates subject to a six month “cliff,” as more fully set
      forth in the respective option agreements. The Employee shall also be eligible
      for additional equity compensation grants and awards, from time to time, in
      the
      discretion of the Board of Directors and subject to applicable Company plans
      governing the terms and eligibility for such grants and awards. 

    6.     The
      Employee’s Benefits. As an
      employee of the Company, the Employee shall be entitled to receive and enjoy
      the
      following benefits during the Employment Period:

    (a)    Participation
      in Company Benefit Plans.
The Employee shall be entitled
      to participate in and to
      receive benefits under all applicable employee benefit plans, policies,
      practices, programs and arrangements offered by the Company from time to time
      during the Employment Period to its employees generally, subject to and on
      a
      basis consistent with the terms, conditions, and overall administration of
      such
      plans and arrangements by the Company. Notwithstanding the provisions of this
      Section 6(a), nothing contained herein is intended, or shall be construed,
      to
      require the Company to institute or maintain any benefit plan or arrangement,
      provided, however, that the
      benefits offered to the Employee shall be comparable to those offered to the
      Company’s senior executive personnel. In addition, nothing contained herein
      shall limit the right of the Company to modify, suspend or discontinue any
      and
      all benefit plans or arrangements.

    (b)    Vacation;
      Sick and Personal Leave; Holidays.
The Employee shall be entitled
      to an amount of paid
      vacation, sick leave and personal leave as is made available to comparably
      situated Company personnel generally pursuant to then current Company policy;
      provided that the Employee shall
      be eligible to accrue up to at least four (4) weeks of paid vacation per full
      calendar year of employment on a monthly accrual basis in accordance with
      Company policy. In addition to the foregoing, the Employee shall be entitled
      to
      receive all paid holidays given by the Company to its employees
      generally.

    (c)    Business
      Expense Reimbursement. The Company shall
      promptly reimburse the Employee for all reasonable, ordinary and necessary
      business 

     

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    expenses
      paid or incurred by the Employee in performing his duties and
      responsibilities hereunder, provided that the Employee shall
      have (i) submitted such documentation as may be
      requested by the Company in accordance with the expense policies of the Company
      in effect from time to time to substantiate each reimbursement request and
      (ii)
      otherwise complied with the expense reimbursement policies of the Company then
      in effect. Without limiting the foregoing, the Company’s reimbursement
      obligation hereunder shall not include reimbursement for country club dues
      or
      similar payments for which the Company is not entitled to take a deduction
      on
      its federal income tax return.

    (d)    Bonus.


     

    (i)           Signing
      Bonus. The Company shall pay to the
      Employee a one-time signing bonus of One Hundred Thousand U.S. Dollars
      ($100,000.00), less applicable withholdings, payable in substantially equal
      amounts over 12 monthly pay periods, in accordance with the Company’s payroll
      practices. 

    (ii)        2006
      Fiscal Year Bonus. The Employee shall be
      eligible to receive a one-time bonus, based upon achievement by the Company
      of
      certain cumulative, year-end operating results for the Company’s 2006 fiscal
      year, which will be established by the Company’s Board of Directors in its
      discretion by December 31, 2005, after consultation with the Employee;
provided,that,
      the Employee shall not be eligible for such bonus if he has been
      terminated for Cause or resigned for other than Good Reason on or prior to
      December 31, 2006. The bonus targets will be based upon achievement by the
      Company of certain operating results (reasonably anticipated to include EBITDA,
      Revenues and Cash Flows) forecast in the Company’s authorized 2006 operating
      plan and forecast, as previously approved by the Board of Directors, subject
      to
      the Board of Directors’ determination that the Company’s cash position supports
      any such bonus payment. Any bonus earned under this Section 6(d)(ii) shall
      be
      due and payable on or before March 31, 2007.

    (iii)       Performance
      Bonus. From and after January 1,
      2007, for so long as the Employee remains employed at the Company, the Employee
      may participate during the Employment Period in any bonus plan established
      by
      the Board of Directors in its discretion for which the Employee shall be
      eligible, as determined by the Board of Directors in establishing such bonus
      plan, in accordance with such plan’s terms and conditions. Nothing herein shall
      bind or obligate the Board of Directors or the Company to establish or maintain
      any given bonus plan for any Company personnel, including the Employee. Subject
      to the foregoing, it is anticipated that the Employee shall be eligible to
      earn
      a target bonus in an amount up to one hundred percent (100%) of the Employee’s
      Base Compensation based upon achievement by the Company for the Company’s fiscal
      year of performance targets established by the Board of Directors in its
      discretion on or about the beginning of each fiscal year.

     

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    (e)    Indemnification.
      The Employee, his heirs and his
      estate shall be eligible for indemnification and advancement of expenses to
      the
      fullest extent authorized under the Company’s bylaws, certificate of
      incorporation and applicable law. During such time as the Employee shall serve
      as an officer or director of the Company, the Company shall maintain a D&O
      insurance or similar policy in form and coverage acceptable to the Board of
      Directors, and the Employee shall receive the same benefits provided to any
      of
      the Company’s officers and directors under such policy and any additional
      D&O insurance or similar policy, indemnification agreement, Company policy
      or the certificate of incorporation or bylaws of the Company.

    7.     Termination.
The
      Employee’s employment with the Company hereunder may be terminated as
      follows:

    (a)    Termination
      for Cause. The
      Employee's employment with the Company may be terminated by the Board of
      Directors at any time for “Cause.” As used herein, “Cause”
      shall mean,
      as reasonably determined by the Board of Directors: (i) theft, fraud,
      dishonesty, gross negligence or willful misconduct by the Employee in connection
      with the performance of his duties hereunder; (ii) a material breach of this
      Agreement or a material failure to fulfill or perform the Employee's duties
      hereunder; (iii) conviction of a felony or a crime or civil violation which
      involves moral turpitude or plea of guilty or nolo
      contendere; (iv) a repeated or ongoing failure to comply
      with the reasonable directions and instructions of the Board of Directors in
      connection with the performance of the Employee's duties and responsibilities
      hereunder; (v) use or possession of illegal drugs or excessive use of alcohol,
      while performing Company duties or while on Company premises; or (vi) commission
      of any act, or failure to act, in bad faith, which, in the reasonable
      determination of the Board of Directors has a material adverse effect on the
      business of the Company; provided, however,
      that, with
      respect to the conditions described in this items (i), (ii), (iv) and (vi),
      no
      determination of Cause shall be made by the Board of Directors on such basis
      unless the Board of Directors has provided written notice to the Employee of
      the
      existence of such condition, the Employee has been granted a reasonable
      opportunity to appear before the Board of Directors in order to respond to
      such
      determination, and the Employee fails to cure such condition within thirty
      (30)
      days of receipt of such notice (or such shorter period (but in no event less
      than fourteen (14) days) as the Board of Directors reasonably determines is
      necessary to avoid further damage to the Company during the pendancy thereof)
      to
      the satisfaction of the Board of Directors. If the Company is represented by
      outside counsel during the Employee’s appearance before the Board of Directors
      hereunder, the Employee shall have the right to appear with his own counsel,
      at
      his cost and expense. Upon termination for Cause, the Company shall have no
      obligation to provide the Employee with any severance hereunder; provided, that, the Company shall
      pay to the
      Employee all Base Compensation and accrued benefits owing as of the date of
      termination in accordance with the Company's normal practices then in
      effect.

     

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    (b)    Termination
      for Death or Disability. The Employee’s employment hereunder shall
      terminate immediately upon the
      Employee’s death or Disability. For purposes hereof, the term
“Disability” shall be used
      herein as defined in the Company’s disability insurance policy in effect with
      respect to the Employee or, absent same, shall mean the Employee’s inability, by
      reason of physical or mental incapacity (determined by a licensed physician
      reasonably acceptable to the Employee and the Board of Directors), to materially
      perform the essential functions of his job, with or without a reasonable
      accommodation by the Company, for an aggregate of ninety (90) days during any
      twelve (12) month period, as the case may be. Once the Employee has become
      Disabled, payment of any further Base Compensation and benefits, if any, shall
      be subject to the Company’s disability insurance coverage in effect with respect
      to the Employee. If the Employee’s employment shall be terminated due to death
      or Disability, the Company shall have no severance obligations to the Employee
      or the Employee’s heirs, beneficiaries, administrators, executors or other
      personal representatives under this Agreement; provided, that, the Company shall
      pay to the
      Employee all Base Compensation and accrued benefits owing as of the date of
      termination in accordance with the Company’s normal practices then in
      effect.

    (c)    Termination
      Without Cause. The Employee's employment
      with the Company may be terminated by the Board
      of Directors at any time without Cause, but in the event of any such
      termination, the Company shall pay for the severance payments and benefits
      described in this Section 7(c). In the event that a termination without Cause
      occurs at any time on or before the Employee’s twelve month anniversary of
      employment, he shall be entitled to receive, as severance, (1) twelve (12)
      months of Base Compensation, which amount shall be paid over time in accordance
      with the Company’s payroll practice, less all withholdings required under then
      current Company policy and applicable law or regulation, and (2) continued
      medical benefits under the Company’s general employee plans for twelve (12)
      months following the termination date (with respect to this clause (2), the
      Company shall continue to carry the Employee under the Company’s medical plans
      and pay the Company’s portion of the costs associated with continuing such
      coverage under the Plans, with the Employee continuing to be responsible for
      his
      portion of such payments via applicable withholdings, as per normal Company
      policies governing the provision of medical benefits coverage to all employees
      of the Company). In the event that a termination without Cause occurs at any
      time after the Employee’s twelve month anniversary of employment, he shall be
      entitled to receive, as severance, (1) eighteen (18) months of Base
      Compensation, which shall be paid over time in accordance with the Company’s
      payroll practice, less all withholdings required under then current Company
      policy and applicable law or regulation, and (2) continued medical benefits
      under the Company’s general employee plans for eighteen (18) months following
      the termination date (with respect to this clause (2), the Company shall
      continue to carry the Employee under the Company’s medical plans and pay the
      Company’s portion of the costs associated with continuing such coverage under
      the Plans, with the Employee continuing to be responsible for his portion of
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    Company
      policies governing the provision of medical benefits coverage to
      all employees of the Company). The Employee’s receipt of any severance under
      this Section 7(c) shall be conditioned upon and subject to the Employee’s prior
      execution of the release and waiver agreement in the form of that attached
      hereto as Exhibit A
      (including any changes thereto necessitated by applicable law at the time of
      execution, the “Release”).
      No payments of severance hereunder shall be made until the revocation period,
      if
      any, referred to in the Release shall have expired. In addition, the parties
      hereto agree to accelerate the Base Compensation severance payments contemplated
      hereby as necessary to avoid triggering the employee excise tax provisions
      of
      the American Jobs Creation Act of 2004 (i.e., in no event will Base Compensation
      severance payments contemplated hereby be paid later than March 15th
      of the calendar year following the year when the termination of employment
      giving rise to severance hereunder occurred). 

    (d)                 Termination
      by the Employee. The Employee's
      employment with the Company may be terminated by the Employee at any time with
      or without Good Reason. In the event of a termination of the Employee's
      employment with the Company by the Employee upon his voluntary termination
      or
      resignation (other than a termination of employment with the Company by the
      Employee for “Good Reason,” as defined below), the Company shall not have any
      obligation to provide Employee with any severance or benefits hereunder;
provided, that, the Company shall
      pay to the Employee all Base Compensation and accrued benefits owing as of
      the
      date of termination in accordance with the Company’s normal practices then in
      effect. The Employee agrees to provide the Board of Directors with at least
      thirty (30) days’ prior written notice of his voluntary cessation of employment
      hereunder, subject to the Board of Directors’ right to waive, upon notice to the
      Employee, such requirement and accelerate the effectiveness of the Employee’s
      voluntary cessation of employment to an earlier time and date (but not earlier
      than the date of the Employee’s giving of notice of his voluntary cessation of
      employment to the Board of Directors), it being mutually understood and agreed
      that the Company shall to continue to pay or furnish to the Employee his Base
      Compensation and benefits during the time of continued employment, if any,
      following the Employee’s notice of his voluntary cessation of employment up
      through the effective date of termination. A termination of the Employee’s
      employment with the Company by the Employee for Good Reason shall be treated
      as
      a termination without Cause under Section 7(c). For purposes hereof, the term
      “Good Reason”
      shall mean that (i) the Employee’s primary
      place of employment is moved by the Board of Directors (not at the request
      of
      the Employee) to a location greater than 50 miles from New Haven, CT (without
      a
      corresponding permission from the Board of Directors allowing the Employee
      to
      telecommute), provided, the
      Employee has delivered written notice of termination in respect of this clause
      (i) within thirty (30) days following the execution and delivery by the Company
      at the Board of Directors’ direction of a lease or other binding agreement
      committing the Company to such relocation, the terms of which were authorized
      and approved by the Board of Directors (provided, if the Board of Directors
      notifies the
      Employee of the Board of Directors’ decision to cancel its planned relocation,
      the Board of Directors shall be deemed to have cured the event of “Good


     

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    Reason”
      and the Employee’s notice of resignation shall be deemed revoked,
      and the status quo shall be maintained, unless the Employee has already accepted
      employment with another employer); (ii) the Company has breached any material
      term of this Agreement; (iii) a material reduction in the Employee’s duties and
      responsibilities as the Company’s Chief Executive Officer hereunder, (iv) a
      material demotion in the Employee’s position or title at the Company, or (v) the
      Company has reduced the Employee’s Base Compensation due hereunder;
provided, however,
      that with respect to each of the
      conditions described above in items (i), (ii), (iii), (iv) and (v), the Employee
      may not establish “Good Reason” unless he has provided written notice to the
      Board of Directors of the existence of such condition and the Company fails
      to
      cure such condition within the 30-day period following receipt of such
      notice.

    (e)          Public
      Statements.Upon
      termination of the Employee’s employment for any reason, the Board of Directors
      or the General Counsel of the Company will direct and control the issuance
      and
      content of any announcement, release or other statement to any employees,
      commercial partners, insurers, directors, shareholders and clients of the
      Company and its subsidiaries, and the press. 

    (f)           Status
      upon Termination. The termination of the
      Employee’s employment hereunder, for any reason whatsoever, shall constitute the
      termination of this Agreement (subject to the surviving provisions hereof as
      set
      forth in Section 14(k) hereof) and the Employee’s effective termination or
      resignation from any other positions or duties with the Company and all of
      its
      subsidiaries, including his membership on the Board of Directors, unless
      otherwise mutually agreed to by the parties hereto.

    
      	
               

            	
              8.

            	
              Non-competition
                and
                Confidentiality.

            


    

    (a)    Non-competition.
      During the Employment Period and
      for the longer of (i) one year following the date of termination of employment
      hereunder or (ii) the period in which the Employee receives severance
      under
      the provisions of Section 7(c) or Section 7(d) (collectively, the
“Covered Period”), the
      Employee agrees not to engage in any Competitive Activity anywhere in the United
      States or any foreign territory where the Company is then conducting business
      on
      behalf of any party other than the Company. As used herein, the term
“Competitive Activity”
      shall mean the following: (i) any primary line of business engaged in by the
      Company or any of its subsidiaries during the one-year period prior to
      termination of the Employee’s employment, including, without limitation,
      providing high-speed Internet access, voice and data services (and related
      business consulting) to businesses (a “Competitive
      Business”); (ii) serving as an officer, director,
      employee, consultant, advisor, agent or representative of any person,
      corporation, partnership, limited liability company, sole proprietorship,
      association or other business enterprise engaged in a Competitive Business
      (each
      a “Competitive Enterprise”); (iii) owning
      or acquiring, directly or indirectly, any interest
      in any Competitive Enterprise; (iv) soliciting any employee of the Company
      or any of the Company’s subsidiaries to leave the employ of the Company or such
      subsidiary or hiring any of the foregoing persons; 

     

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    provided,
      however, by way of clarification, the
      Employee shall not be deemed in breach of this clause (iv) in the event he
      or
      his new employer launches a general job search (through advertisement, job
      posting, or recruiter) that does not exclusively target the Company’s employees;
      or (v) soliciting or inducing, explicitly or implicitly, any Client (as defined
      below) to withdraw, curtail or cancel its business relationships with the
      Company or any subsidiary thereof, provided,
      however, the Employee shall not be deemed in breach of
      this clause (v) as a result of mass advertising or mass marketing campaigns
      aimed at prospects on customer lists obtained by the Employee or his new
      employer from sources other than the Company, and not in violation of this
      Agreement, and which do not expressly target the Company’s Clients in
      particular. The Company acknowledges and agrees that nothing contained in this
      Section 8 shall be interpreted to prohibit or preclude the Employee, (x) in
      connection with the fulfillment of his duties and responsibilities hereunder,
      from terminating the services of any employee, agent or other representative
      of
      the Company (or any subsidiary thereof) at the Board of Directors’ request or in
      the ordinary course of business, or (y) from owning less than five percent
      (5%)
      of the capital stock or other equity interests of any publicly-traded company
      listed on a major securities exchange or securities market (e.g.,
      NASDAQ).

    As
      used herein, the term “Client” shall mean any
      customer of the
      Company or any person or entity which was a customer of the Company within
      the
      past sixty (60) days, in each case as of the end of the Employment Period,
      as
      evidenced by the records of the Company or its subsidiaries. 

    (b)    Confidentiality.
During
      and
      after the Employment Period, the Employee shall not, except as may otherwise
      be
      required by law, directly or indirectly disclose to any person or entity, or
      use
      or cause to be used in any manner adverse to the interests of the Company or
      any
      subsidiary thereof, any Confidential Information (as defined below). The
      Employee agrees that, upon the termination or expiration of the Employment
      Period, all tangible Confidential Information and Company property and
      duplicates thereof in the possession or control of the Employee, in any form
      or
      format, shall forthwith be returned to the Company and shall not be retained
      by
      the Employee or furnished or communicated to any third party in any form
      whatsoever. Prior to any disclosure of Confidential Information required by
      law,
      the Employee shall provide prompt notice thereof to the Company’s General
      Counsel so as to allow the Company to seek appropriate injunctive relief and
      shall reasonably assist the Company in its efforts to limit such disclosure.
      The
      Employee further acknowledges and agrees to abide by his continuing obligation
      to not make use of any material non-public information with respect to the
      Company in a manner violative of applicable securities laws. 

    As
      used in this Section 8(b), the term “Confidential Information” shall mean the
      following: (i) information disclosed to the Employee or known by the Employee
      as
      a consequence of the Employee’s relationship with the Company or any subsidiary
      thereof, not generally known in the industry of the Company’s (or a
      subsidiary’s) business, about the Company’s or a subsidiary’s business,
      employees, customers, directors, officers, 

     

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    partners,
      or shareholders; sales or marketing methods; business plans,
      methods and forecasts; customer, prospect and vendor lists; finances; or trade
      marks, trade secrets and other intellectual property, including without
      limitation, material non-public information about the Company’s operations or
      business; and (ii) information disclosed to the Employee or known by the
      Employee as a consequence of the Employee’s relationship with the Company or any
      subsidiary thereof, not generally known in the businesses in which the customers
      of the Company or its subsidiaries are or may be engaged, about the business,
      products, processes, trade information and services of any such
      customer.

    (c)    Severability.
The
      invalidity
      or unenforceability of this Section 8 in any respect shall not affect the
      validity or enforceability of this Section 8 in any other respect, or of any
      other provision of this Agreement. In the event that any provision of this
      Section 8 shall be held invalid or unenforceable by a court of competent
      jurisdiction by reason of the geographic or business scope or the duration
      thereof or for any other reason, such invalidity or unenforceability shall
      attach only to the particular aspects of such provision found invalid or
      unenforceable as applied and shall not affect or render invalid or unenforceable
      any other provision of this Section 8 or the enforcement of such provision
      in
      other circumstances, and, to the fullest extent permitted by law, this Section
      8
      shall be construed as if the geographic or business scope or the duration of
      such provision or other basis on which such provision has been challenged had
      been more narrowly drafted so as not to be invalid or unenforceable, so that
      the
      Agreement is construed broadly so as to capture as much of the original intent
      as possible.

    9.     Business
      Opportunities. During the
      Covered Period and in accordance with Employee’s obligations under applicable
      law, the Employee agrees to bring all business opportunities to the Company
      relating to or otherwise associated with the business or businesses conducted
      by
      the Company or a subsidiary during the Employment Period, and any businesses
      reasonably related thereto.

    10.  Rights
      to Work Product. The Employee agrees
      that all work performed by the Employee pursuant
      hereto shall be the sole and exclusive property of the Company, in whatever
      stage of development or completion. During the Employment Period, the Employee
      will disclose to the Company all ideas, concepts, inventions, product ideas,
      new
      products, discoveries, methods, software, business plans and business
      opportunities developed by him during working time through the use of Company
      resources, which relate directly or indirectly to the Company’s business or the
      business of any of its subsidiaries or their respective clients, including
      without limitation, any process, product or product improvement, product ideas,
      new products, discoveries, methods or software which may or may not be
      patentable or copyrightable, and any trade names, trademarks or slogans. With
      respect to any copyrightable works prepared in whole or in part by the Employee
      pursuant to this Agreement, including compilations of lists or data, the
      Employee agrees that all such works will be prepared as “work-for-hire” within
      the meaning of the Copyright Act of 1976, as amended (the “Act”), of which the
      Company shall be
      considered the “author” within the meaning of the Act. In the event (and to the


     

    10

    
      
        

      

    

     

     

    extent)
      that such works or any part or element thereof is found as a
      matter of law not to be a “work-for-hire” within the meaning of the Act, the
      Employee hereby assigns to the Company the sole and exclusive right, title
      and
      interest in and to all such works, and all copies of any of them, without
      further consideration, and agrees, to the extent reasonable under the
      circumstances, to cooperate with the Company to register, and from time to
      time
      to enforce, all patents, copyrights and other rights and protections relating
      to
      such works in any and all countries. To that end, the Employee agrees to execute
      and deliver all documents requested by the Company in connection therewith,
      and
      the Employee hereby irrevocably designates and appoints the Company as the
      Employee’s agent and attorney-in-fact (and affords the Company an irrevocable
      proxy, coupled with an interest) to act for and on behalf of the Employee and
      in
      the Employee’s stead to execute, register and file any such applications, and to
      do all other lawfully permitted acts to further the registration, protection
      and
      issuance of patents, copyrights or similar protections with the same legal
      force
      and effect as if executed by the Employee. The Company shall reimburse the
      Employee for all reasonable and documented costs and expenses incurred by the
      Employee pursuant to this Section 10.

    11.  No
      Disparaging Statements. The Employee and
      the Company mutually agree that the Employee and the
      Company’s officers, directors and human resources personnel shall refrain from
      making any disparaging statements, either orally or in writing, about the other
      party, any subsidiary of the Company, or about any directors, officers,
      shareholders, commercial partners, employees, agents or other representatives
      of
      the Company or any subsidiary thereof. The foregoing shall not restrict the
      Company from disclosing to third parties the Employee’s termination of
      employment with the Company or, where appropriate, the circumstances thereof.
      

    12.  Injunctive
      Relief. The Employee acknowledges
      and agrees that the Company and its
      subsidiaries are engaged in a highly competitive business and that the
      protections of the Company and each such subsidiary set forth in Sections 8,
      9,
      10 and 11 of this Agreement are fair and reasonable and of vital concern to
      the
      Company and its subsidiaries. Further, the Employee acknowledges and agrees
      that
      monetary damages for any violation of Sections 8, 9, 10 or 11 will not
      adequately compensate the Company and its subsidiaries with respect to any
      such
      violation. Therefore, in the event of a breach by the Employee of any of the
      terms and provisions contained in Sections 8, 9, 10 or 11 of this Agreement,
      the
      Company (and/or its affected subsidiaries) shall be entitled to institute legal
      proceedings to obtain damages for any such breach and/or to enforce the specific
      performance of this Agreement by the Employee and to enjoin the Employee from
      any further violations. The remedies available to the Company and its
      subsidiaries pursuant to this Section 12 may be exercised cumulatively by the
      Company (and its subsidiaries) in conjunction with all other rights and remedies
      provided by law. The Employee agrees that the provisions of this Section 12,
      and
      the provisions of Sections 8, 9, 10, 11 and 13 shall survive the termination
      or
      expiration of this Agreement and the termination or expiration of the Employee’s
      employment with the Company, regardless of how the Employee’s employment may be
      or has been terminated.

     

    11

    
      
        

      

    

     

     

    13.  Representations.
The
      Employee represents and warrants to the Company that the execution and delivery
      by the Employee of this Agreement and the performance by the Employee of his
      obligations hereunder will not, with or without the giving of notice and/or
      the
      passage of time, (i) violate any judgment, writ, injunction or order of any
      court, arbitrator or governmental agency applicable to the Employee, or (ii)
      conflict with, result in the breach of any provision of or the termination
      of,
      or constitute a default under, any agreement to which the Employee is a party
      or
      by which the Employee is or may be bound. The Employee represents that he
      understands the tax consequences to him of this Agreement, including the tax
      treatment of any severance payable to him hereunder, including any impact
      arising from the application of the American Jobs Protection Creation Act of
      2004, as amended, on the payments and benefits afforded the Employee under
      this
      Agreement. The Employee agrees to indemnify and hold harmless the Company from
      any liability, damage, expense, judgment or claim incurred, entered or made
      against the Company arising from a breach by the Employee of any representation,
      warranty or covenant under this Section 13, including all documented expenses
      and reasonable fees of counsel, incurred or paid by the Company in connection
      with the foregoing.

    
      	
               

            	
              14.

            	
              Miscellaneous.

            


    

    (a)    Governing
      Law; Disputes. The
      validity, interpretation, construction and performance of this Agreement shall
      be governed by the laws of the State of Connecticut without regard to its
      conflicts of law principles. Actions to enforce this Agreement shall be brought
      only in a state or federal court located in the State of Connecticut. Each
      party
      irrevocably (a) submits to the personal jurisdiction of such courts and waives
      any objection to the laying of venue therein or any inconvenient forum, (b)
      consents to service of process at the address given under Section 14(e) hereof,
      and (c) waives any other requirement (whether imposed by statute, rule of court,
      or otherwise) with respect to personal jurisdiction or service of process.
      The
      Company shall not be deemed in violation or breach of this Agreement as a result
      of any action or inaction on the part of the Company which was authorized or
      directed by the Employee. 

    (b)    Payment
      of Legal Fees. The Company shall
      reimburse the Employee for documented legal fees incurred by him in connection
      with the negotiation, execution and delivery of this Agreement, up to a maximum
      of $5,000, within five (5) business days of the Employee’s submission to the
      Company’s chief financial officer of reasonable documentation in support of the
      Employee’s incurrence of such expenses. 

    (c)    No
      Mitigation. The Company agrees that, if the
      Employee’s employment is terminated during the term of this Agreement, the
      Employee is not required to seek other employment or to attempt in any way
      to
      reduce any amounts payable to the Employee by the Company. Further, the amount
      of any payment provided hereunder shall not be reduced by any compensation
      earned by the Employee. Notwithstanding the foregoing, the Company may suspend
      payment of any severance payments due the 

     

    12

    
      
        

      

    

     

     

    Employee
      under this Agreement in the event that the Board of Directors
      reasonably determines that the Employee has violated any of the provisions
      of
      Sections 8 through 11, inclusive, or Section 13, of this Agreement during the
      Covered Period; provided,
      however, if such
      determination is subsequently shown to be incorrect the suspended payments
      shall
      be promptly paid to the Employee together with interest thereon at a rate of
      10%
      per annum. 

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

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

    if
      to the Company, to:

     

    DSL.net,
      Inc.

    545
      Long Wharf Drive, 5th Floor

    New
      Haven, CT 06511

    Attn:
      Chief Financial Officer

    
      	
               

            	
              Facsimile:

            	
              203-624-4231

            
	
               

            	
              Telephone:

            	
              203-772-1000

            


    

     

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

     

    13

    
      
        

      

    

     

     

    
    

    if
      to the Employee, to:

     

    David
      F. Struwas

    c/o
      DSL.net, Inc.

    545
      Long Wharf Drive, 5th Floor

    
      	
               

            	
              Facsimile:

            	
              203-624-4231

            
	
               

            	
              Telephone:

            	
              203-772-1000

            


    

     

    with
      a copy to:

     

    the
      Employee, at the Employee’s latest residence address most recently on
      file with the Company. 

     

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

    (f)    Assignment.
      This Agreement may not be assigned by
      the Employee. This Agreement shall be binding upon and inure to the benefit
      of
      the Employee, the Company, and the Company’s successors and assigns. Any
      assignment in contravention of this Section 14(f) shall be null and void.


    (g)    Integration.
      This Agreement and the documents and
      instruments contemplated hereby (the “Ancillary Agreements”) set forth the
      entire agreement of the parties hereto in respect of the subject matter
      contained herein and therein and supersedes all prior and contemporaneous
      conflicting agreements, promises, covenants, arrangements, understandings,
      communications, representations or warranties, whether oral or written, by
      any
      party hereto (or representative of either party hereto). No agreements or
      representations, whether written, oral, express or implied, with respect to
      the
      subject matter hereof have been made by either party that are not set forth
      expressly in this Agreement or the Ancillary Agreements. In the event of a
      conflict between this Agreement and any other agreement between the parties,
      this Agreement shall prevail to the limited extent of the specific subject
      matter of the conflict. Nothing herein shall modify or reduce any obligations
      of
      the Employee under any separate agreement between the Employee and the
      Company.

    (h)    Invalidity.
      If any provision of this Agreement
      shall be determined by any court of competent jurisdiction to be unenforceable
      or invalid to any extent, the remainder of this Agreement shall not be affected
      thereby, and this Agreement 

     

    14

    
      
        

      

    

     

     

    shall
      be construed to the fullest extent possible so as to give effect to
      the intentions of the provision found unenforceable or invalid.

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

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

    (k)    Survival.
This
      Agreement
      shall terminate upon the termination of the Employee’s employment with the
      Company for any reason; provided,
      however, that the
      provisions of Sections 6(c), 6(e), 7, 8, 9, 10, 11, 12, 13, and 14 hereof (and
      any other operative provisions of this Agreement which, by logical context,
      are
      necessary to interpret and enforce this Agreement so as to give effect to the
      parties’ intent) shall survive the termination of this Agreement or the
      Employee’s employment with the Company hereunder. 

    [Signature
      page follows.]

     

     

     

    15

    
      
        

      

    

     

     

    
    

    IN
      WITNESS WHEREOF,the
      parties have executed this Agreement on the dates set forth below, effective
      as
      of the Effective Date.

     

    
    

    	 	 	 
	 	DSL.NET,
            INC.:
	 
 	 
 	 
 
	 	By:  	/s/ Walter
            Keisch
	 	
            

            Name: Walter Keisch
	 	Title:
            Chief Financial Officer 
	 	Date: 11/3/05 


     

    
    

    	 	 	 
	 	EMPLOYEE:
	 
 	 
 	 
 
	 	By:  	/s/ David
            F. Struwas
	 	
            

            Name: David F. Struwas
	 	Date: 11/3/05 


     

     

     

    16

    
      
        

      

    

     

     

    Exhibit
      A

     

    RELEASE
      AND WAIVER

    This
      Release and Waiver (this “Release”), dated as of _____________
      ___, 200__,
      is entered into by and between David F.
      Struwas, an individual residing at
      ___________________________________________________________ (“Employee”), and DSL.net,
      Inc., a Delaware corporation having
      a principal place of business at 545 Long Wharf Drive, 5th Floor, New
      Haven, CT 06511 (the “Company”).

    W
      I T N E S S E T H:

    WHEREAS,
      Employee has heretofore been
      employed by the Company, pursuant to an Employment Agreement, entered into
      on or
      about November 3, 2005, by and between Employee and the Company (the
“Employment Agreement”);

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

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

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

     

    1.     Release
      by
      Employee. In exchange for the Company’s payment
      or furnishing to Employee of certain severance under, and as described in,
      the
      Employment Agreement, which is conditioned upon the execution and delivery
      of
      this Release by the Employee, without revocation (the “Severance”), Employee hereby knowingly,
      irrevocably and unconditionally releases, waives, and forever discharges the
      Company, its parent, affiliates, subsidiaries, divisions, predecessors,
      successors and assigns, together with its and their respective agents,
      attorneys, directors, employees, officers, representatives, stockholders,
      successors and assigns (collectively, the "Released
      Parties"), from any and all actions or causes of action,
      suits, claims, charges, complaints, promises, demands and contracts (whether
      oral or written, express or implied, from any source) of any nature whatsoever,
      known or unknown, suspected or unsuspected (“Claim”), which against the
      Released Parties,
      Employee or any of Employee's heirs, executors, administrators, successors
      or
      assigns ever had, now has or hereafter can, shall or may have by reason of
      any
      matter, cause or thing whatsoever arising from the beginning of time to the
      date
      Employee executes this Release and any and all rights or claims relating in
      any
      way to the 

     

     

    1

    
      
        

      

    

     

     

    termination
      of Employee's employment with the Company, including, but not
      limited to, any rights or claims: (a) relating in any way to Employee's
      employment with the Company; (b) arising under any statute or regulation
      including, but not limited to, the Age Discrimination in Employment Act, as
      amended by the Older Workers Benefit Protection Act (the "ADEA"), the National
      Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Civil Rights
      Act of 1991, the Employee Retirement Income Security Act of 1974, the Americans
      With Disabilities Act of 1990, the Fair Labor Standards Act, the Occupational
      Safety and Health Act, the Consolidated Omnibus Budget Reconciliation Act of
      1985, the Federal Family and Medical Leave Act of 1993, the Equal Pay Act and
      the Worker Adjustment and Retraining Notification Act, each as amended,
      Connecticut state or local laws respecting employment, including but not
      limiting to, the Connecticut Fair Employment Practices Act, the Connecticut
      Workers' Compensation Act, the Connecticut Family and Medical Leave Act,
      Connecticut's drug testing laws, Connecticut's “whistleblower” statutes,
      Connecticut's aids testing and medical information laws, and Connecticut's
      laws
      regulating smoking in the workplace and the electronic monitoring of employees;
      or (c) arising under any other alleged violation of any other federal, state
      or
      local law, including civil or human rights law, ordinance, regulation and/or
      public policy, implied or expressed contract, fraud, negligence, estoppel,
      defamation, infliction of emotional distress or other tort or common-law claim,
      and allegations for costs, fees or other expenses, including reasonable
      attorney's fees, incurred in connection with any of the matters released in
      this
      Section 1; provided, however, the foregoing release shall not extinguish
      the Company’s obligations and the Employee’s rights under the surviving
      provisions of the Employment Agreement as set forth in Section 14(k)
      thereof.

    2.            Settlement
      of Amounts Due. Except for
      the Company’s obligations under the surviving provisions of the Employment
      Agreement as set forth in Section 14(k) thereof or any stock option agreement
      (or the like) by and between the Employee and the Company entered into following
      commencement of employment under the Employment Agreement, Employee accepts
      the
      Severance set forth in the Employment Agreement, together with any payments
      and
      benefits previously provided by the Company to him, as full, complete and
      unconditional payment, settlement, accord and/or satisfaction of any and all
      obligations and liabilities of the Released Parties to Employee, and with
      respect to all Claims that could be asserted by Employee against the Released
      Parties arising out of Employee’s employment and/or other relationship with the
      Company, its subsidiaries and/or affiliates, or any change in and/or cessation
      of such employment or relationship, including, without limitation, any and
      all
      Claims for wages, salary, vacation pay, compensation, draws, incentive pay,
      bonuses, stock, stock options, deferred compensation, commissions, severance
      pay, attorney’s fees, ownership or equity interests in the Company, exemplary
      damages or other benefits, costs or sums.

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

     

    2

    
      
        

      

    

     

     

    4.            Forfeiture
      of Severance. Employee
      acknowledges and agrees that the Severance is being provided by the Company
      as
      consideration for the execution of this Release, and that he is not otherwise
      entitled to the Severance. Therefore, Employee waives his right to the
      consideration of the Severance and agrees that he will return to the Company
      the
      Severance if he makes or files any Claim released under the provisions of this
      Release, or materially breaches any other terms and conditions of this Release
      or the Employment Agreement, or revokes this Release pursuant to Section 7
      hereof (except to the extent application of the foregoing clause would
      invalidate any waiver given hereunder). Employee recognizes and agrees that
      any
      waiver of his right to the Severance provided by the Company under the
      Employment Agreement shall not limit in any way the Company’s ability to enforce
      any of its rights under the Employment Agreement, this Release or applicable
      law.

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

    6.            Advice
      of Counsel. Employee has been
      advised to seek counsel of his own choosing, he has had an opportunity to do
      so
      prior to executing this Release and he acknowledges that he has signed this
      Release knowingly, freely and voluntarily.

    7.            ADEA.
      Since Employee is forty (40) years
      of age or older, Employee is being informed that Employee has or may have
      specific rights and/or claims under the Age Discrimination in Employment Act,
      as
      amended by the Older Workers Benefit Protection Act (the "ADEA"). In connection
      with the ADEA, (a) Employee agrees that in consideration for the Severance
      described in the Employment Agreement, which Employee is not otherwise entitled
      to receive, Employee specifically and voluntarily waives such rights and/or
      claims under the ADEA which Employee might have against the Released Parties
      to
      the extent such rights and/or claims arose prior to the date this Release was
      executed, (b) Employee understands that rights or claims under the ADEA which
      may arise after the date this Release is executed are not waived by Employee,
      (c) Employee acknowledges and agrees that he has been advised that Employee
      has
      at least twenty-one (21) days within which to consider the terms of this Release
      and to consult with or seek advice from an attorney of Employee’s own choice or
      any other person of Employee’s choosing prior to executing this Release, and
      that the 21-day review period will not be affected or extended by any revisions,
      whether material or immaterial, that might be made to this Release, (d) Employee
      has carefully read and fully understands all of the provisions of this Release,
      and knowingly and voluntarily agrees to all of the terms set forth in this
      Release, and (e) Employee acknowledges that in entering into this Release,
      Employee is 

     

    3

    
      
        

      

    

     

     

    not
      relying on any representation, promise or inducement made by the
      Company or its attorneys with the exception of those promises described in
      this
      Release. By signing below, Employee acknowledges and agrees that he has been
      given a period of at least twenty-one (21) days within which to consider,
      execute and deliver this Release.

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

    8.            Miscellaneous.
      This Agreement shall
      bind, and shall inure to the benefit of, the parties’ respective heirs,
      executors, guardians, trustees, administrators, successors, assigns and legal
      representatives. This Release may not be amended or terminated (subject to
      Section 7 of this Release) except by a written instrument executed by the
      parties hereto. This Release may be executed in counterparts, each of which
      shall be deemed to be an original but all of which together will constitute
      one
      and the same instrument. Should any of the provisions of this Release be
      declared or determined by any court to be illegal or invalid, the validity
      of
      the remaining parts, terms or provisions shall not be affected thereby and
      the
      illegal or invalid part, term or provision shall not be deemed to be part of
      this Release. This Release shall be governed by the laws of the State of
      Connecticut without regard to its conflicts of law rules. Any action or
      proceeding against any party to this Release relating in any way to this Release
      shall be brought only in the state or federal courts located in the State of
      Connecticut, and each party to this Release irrevocably (i) submits to the
      jurisdiction of each such court in respect of any such action or proceeding,
      (ii) consents to service of process at the address given in the preamble to
      this
      Agreement, above, or such other address as either party shall have notified
      the
      other of, in writing (which, for the Company, may include such revised corporate
      address as shall be posted on the Company’s Web site (www.dsl.net,
      or
      such successor site) or otherwise publicly disclosed, generally), (iii) waives
      the right to a jury trial in connection with any legal proceeding relating
      to
      this Release (except to the extent application of this clause (iii) would
      invalidate any waiver given hereunder), and (iv) waives any other requirement
      (whether imposed by statute, rule of law or otherwise) with respect to personal
      jurisdiction or service of process for the limited and specific purpose of
      prosecuting and/or defending any action regarding the construction and/or
      enforcement of this Release or otherwise relating to the matters covered by
      this
      Release. Each party to this Release irrevocably waives, to the fullest extent
      permitted by applicable law, any objection that it may now or hereafter have
      to
      the laying of venue of any such action or proceeding in the aforementioned
      courts for the limited purposes described herein, and any claim that any such
      action or proceeding brought in any such court has been brought in an
      inconvenient forum. Section headings herein are for reference purposes only
      and
      the language thereof shall not be afforded any interpretative intent. This
      Release sets forth the entire agreement of the parties and supersedes all prior
      and contemporaneous conflicting agreements, 

     

    4

    
      
        

      

    

     

     

    promises,
      covenants, arrangements, understandings, communications,
      representations or warranties, whether oral or written, by any party hereto
      (or
      representative of either party hereto); except for (i) any stock option
      agreement (or the like) pertaining to stock options (or analogous instruments)
      granted to the Employee after the Effective Date under the Employment Agreement;
      and (iii) the surviving provisions of the Employment Agreement as described
      in
      Section 14(k) thereof.

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

     

    
      	
               

            	
              DSL.net,
                Inc.

            


    

     

     

     

    
      	
               

            	
              By:
                ________________________

            
	
               

            	
              Name:
                ______________________

            
	
               

            	
              Title:
                _______________________

            
	
               

            	
              Date:
                _______________________

            


    

     

     

     

    
      	
               

            	
              ____________________________

            
	
               

            	
              Name:
                David F. Struwas

            	
               

            
	
               

            	
              Date:
                _______________________

            	
               

            
	
            	
            	
            	
            


    

     

     

     

     

    5