WWW.EXFILE.COM, INC. -- 13922 -- DSL.NET, INC. -- EXHIBIT 10.6 TO FORM 10-Q


    EXHIBIT
      10.6

    IMPLEMENTATION
      AGREEMENT

     

    This
      Implementation Agreement dated as of November 2, 2005 (this
“Agreement”) by and among
      DSL.net, Inc., a Delaware corporation (the “Company”), VantagePoint Venture
      Partners III (Q),
      L.P. (“VantagePoint III (Q)”),
      VantagePoint Ventures Partners III, L.P. (“VantagePoint
      III”), VantagePoint Communications Partners, L.P.
      (“VantagePoint Communications”)
      and VantagePoint Venture Partners 1996, L.P. (“VantagePoint 1996,” and together with,
      VantagePoint III (Q), VantagePoint III and VantagePoint Communications,
      collectively, the “VantagePoint Entities”), Deutsche Bank AG London
      (“DB,” and, together with the
      VantagePoint Entities, the “Investors”) and Deutsche Bank Trust
      Company
      Americas, as administrative agent for the Investors (“DBTCA”): 

     

    WITNESSETH:

     

    WHEREAS,
      each Investor owns all right, title and interest (beneficial and
      of record) in and to all of the securities of the Company set forth opposite
      its
      name on Exhibit A (the
“Securities”);

     

    WHEREAS,
      each Investor has provided the Company with its firm,
      irrevocable commitment dated September 27, 2005, in the case of DB,
      and
      dated September 29, 2005, in the case of each of the other Investors
      (collectively, the “Commitments”)
      with respect to certain matters relating to the Securities and the Company’s
      entering into a possible Transaction (as defined in the Commitments);

     

    WHEREAS,
      the Company now desires to enter into and consummate the
      transaction contemplated by the Securities Purchase Agreement dated as of
      November 2, 2005 by and among the Company and each purchaser identified on
      the
      signature pages thereto (the “2005 Purchase
      Agreement”), pursuant to which the Company will sell
      $13,000,000 in aggregate principal amount of its 18% Secured Debentures due
      August 2, 2006 (the “Transaction”), and to use a portion
      of the proceeds therefrom to make the
      Divestiture Payments (as defined below); and

     

    WHEREAS,
      the Company and the Investors now desire to implement the
      transactions contemplated by the Commitments; 

     

    NOW,
      THEREFORE, in consideration of these premises and the
      representations, warranties, covenants and agreement set forth in this
      Agreement, the parties hereto agree as follows:

     

    1.          Divestiture
      Payments. Effective upon the
      Investors’ receipt from the Company of the amounts set forth opposite their
      respective names on Exhibit A
      under the heading “Divestiture Payment” in immediately available funds
      (collectively, the “Divestiture Payments”), automatically and
      without any further action by the Company or the
      Investors:

     

    (a)         all
      outstanding indebtedness (including, without limitation, principal,
      interest, premium, penalties and other amounts) and other obligations that
      may
      be owed or owing 

     

    
    

    

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      2 -

     

    by
      the Company or any subsidiary of the Company to each of the Investors,
      respectively, under or pursuant to the Senior Secured Promissory Notes dated
      July 18, 2003 issued by the Company to the Investors in the original aggregate
      principal amount of $30 million (collectively, the “Notes”) are hereby deemed paid
      and satisfied in
      full, and the Notes are hereby deemed to have been surrendered for cancellation
      by the Investors, whether or not the Investors have actually delivered such
      instruments to the Company;

     

    (b)         all
      rights and obligations of the parties thereto under (i) the Note and
      Warrant Purchase Agreement dated as of July 18, 2003 by and among the Company
      and the Investors (the “2003 Purchase
      Agreement”), (ii) the Notes, (iii) the Agency, Guaranty
      and Security Agreement dated as of July 18, 2003 (the “Security Agreement”) by and among the Company,
      the subsidiaries of the Company listed on Schedule 1 thereto, the Investors
      and
      DBTCA, (iv) the Second Amended and Restated Stockholders Agreement dated as
      of
      July 22, 2004 by and among the Company and the Investors (the “Stockholders Agreement”), (v) the
      Recapitalization Agreement dated as of July 22, 2004 (the “Recapitalization Agreement”) by and among the
      Company and the VantagePoint Entities, (vi) with respect to the Vantage Point
      Entities only, any other stockholders agreements, voting agreements,
      registration rights agreements, investor rights agreements or other agreements,
      instruments or other transaction documents to which the Company or any of its
      subsidiaries is a party relating in any way to any Investor’s purchase or
      ownership of any securities or debt instruments issued or sold by the Company
      or
      any of its subsidiaries, and (vii) any other agreements, instruments or other
      transaction documents executed and delivered in connection with, or relating
      to,
      the 2003 Purchase Agreement, the Notes, the Security Agreement, the Stockholders
      Agreement, the Recapitalization Agreement, or, with respect to the Vantage
      Point
      Entities only, any agreement, instrument or document referred to in clause
      (vi)
      hereof, or any of the transactions contemplated thereby (collectively, the
      “Documents”), are hereby deemed
      satisfied in full, except with respect to the provisions thereof that survive
      termination by their terms, and the 2003 Purchase Agreement, the Notes, the
      Security Agreement, the Stockholders Agreement, the Recapitalization Agreement
      and the other Documents, and all rights and obligations of the parties thereto
      under the Notes, the Security Agreement, the Stockholders Agreement, the
      Recapitalization Agreement, and, with respect to the Vantage Point Entities
      only, any agreement, instrument or document referred to in clause (vi) hereof,
      and the other Documents, are hereby cancelled and terminated; 

     

    (c)         all
      outstanding warrants to purchase shares of common stock, par value
      $.0005 per share (the “Common Stock”), of the Company held
      or beneficially owned by each of the Investors,
      respectively (which includes all such warrants listed on Exhibit A) (collectively, the
“Warrants”),
      however and whenever acquired, are
      hereby cancelled and terminated, and are hereby deemed to have been surrendered
      for cancellation by the Investors, whether or not the Investors have actually
      delivered such instruments to the Company; and 

     

    (d)         all
      outstanding shares of Series Z preferred stock, par value $.001
      per share (the “Series Z Preferred
      Stock”), of the Company (which includes all such shares
      listed on Exhibit A) held or
      beneficially owned by each of the VantagePoint Entities, respectively, are
      hereby cancelled, and are hereby deemed to have been surrendered for
      cancellation by such 

     

    
    

    

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      3 -

     

    Investors,
      whether or not the VantagePoint Entities have actually
      delivered such instruments to the Company.

     

    The
      Investors hereby direct and authorize DBTCA to execute and deliver
      this Agreement and the termination notices to Fleet National Bank attached
      hereto as Exhibits C and
D.

     

    2.          No
      Further Consideration. Each of the
      VantagePoint Entities hereby acknowledges that (i) the 2005 Purchase Agreement
      does not contemplate an equity capital financing Transaction with an investor
      or
      group of investors or the Company’s issuance (in one or a series of related
      issuances) of Common Stock and/or preferred stock convertible into or warrants
      exercisable for Common Stock of the Company, and (ii) as a result, the Company
      is not obligated to issue to the VantagePoint Entities any further consideration
      pursuant to Section 4 of the VantagePoint Entities’ Commitment, which Section 4
      be and is hereby cancelled and terminated. 

     

    3.          Deliveries.
      (a) Simultaneous with, or promptly
      following (and in any event, within five business days after), an Investor’s
      receipt of its Divestiture Payment, such Investor shall (i) surrender to the
      Company all Notes, Warrants and certificates representing shares of Series
      Z
      Preferred Stock held or beneficially owned by such Investor, each marked
“cancelled,” and (ii) provide the Company with any and all waivers of its liens
      and security interests on or in the assets of the Company and its subsidiaries.
      

     

    (b)         Simultaneous
      with, or promptly following (and in any event, within five
      business days after), the Investors’ receipt of their respective Divestiture
      Payments, at the sole cost and expense of the Company, the Investors and/or
      DBTCA shall execute and deliver, and the Investors shall instruct and cause
      DBTCA to execute and deliver, to the Company all necessary waivers, terminations
      and releases of all claims, rights, liens and encumbrances on the assets of
      the
      Company (and on the assets of each guarantor subsidiary of the Company) and
      of
      all contractual rights in respect to the Company held by any of the Investors
      and/or DBTCA, including (without limitation) applicable account control
      agreements, stockholders agreements (including any registration rights
      provisions thereof) and, with respect to the Vantage Point Entities only,
      registration rights agreements among the parties. 

     

    (c)         Each
      Investor hereby authorizes and instructs DBTCA to authorize, and
      DBTCA hereby so authorizes, the Company to deliver a copy of this Agreement
      executed by each of the parties hereto, together with a receipt evidencing
      each
      Investor’s receipt of its respective Divestiture Payments, to any third party as
      definitive evidence of the effectiveness of the transactions contemplated by
      this Agreement, including the cancellation and termination of the Documents
      and
      the waiver, termination and release of all claims, rights, liens and
      encumbrances on the assets of the Company (and on the assets of each guarantor
      subsidiary of the Company) and of all contractual rights in respect to the
      Company held by any of the Investors and/or DBTCA. In particular, each Investor
      hereby instructs and authorizes DBTCA to instruct, and DBTCA so instructs,
      each
      bank or other financial institution subject to any account control agreement
      or
      similar agreement to which the Company and DBTCA or any Investor is a party
      (including the agreements listed on Exhibit
      B to this Agreement) to terminate such agreement
      upon
      delivery to such bank or other financial institution of a copy of this Agreement
      

     

    
    

    

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      4 -

     

    executed
      by each of the parties hereto, together with a receipt
      evidencing an Investor’s receipt of its respective Divestiture Payments. If
      requested by the Company, after receipt of all applicable Divestiture Payments,
      an Investor or DBTCA will deliver any notice needed to terminate any such
      agreement. Further, each Investor hereby authorizes and instructs DBTCA to
      authorize, and DBTCA hereby so authorizes, the Company, for and on behalf of
      each Investor and DBTCA, to file the necessary UCC-3 termination statements
      to
      terminate any financing statements that any Investor or DBTCA previously filed
      evidencing claims, rights, liens or encumbrances on the assets of the Company
      (and on the assets of each guarantor subsidiary of the Company). The Company
      shall prepare and, prior to their filings, permit each Investor and DBTCA to
      review such UCC-3 termination statements. 

     

    (d)         In
      addition, the Vantage Point Entities will vote all of their shares of
      voting securities in the Company in favor of the Transaction (if applicable)
      and, if requested by the Company, the Vantage Point Entities will deliver an
      irrevocable proxy to vote the their respective shares of voting securities
      of
      the Company in favor of the Transaction. 

     

    4.           Full
      Satisfaction. Notwithstanding anything to
      the contrary in any of the Securities, the 2003 Purchase Agreement, the Notes,
      the Security Agreement, the Recapitalization Agreement or any other Document,
      and notwithstanding any differences in consideration paid or to be paid to
      any
      Investor as contemplated by this Agreement, each Investor shall and, effective
      upon receipt thereof, does hereby accept its respective Divestiture Payment
      as
      payment in full, and in full satisfaction, of all obligations of the Company
      and
      each of the other Grantors (as defined in the Security Agreement) under the
      Securities (including without limitation, the Notes), and any Document
      (including, without limitation, the 2003 Purchase Agreement, the Security
      Agreement and the Recapitalization Agreement). The VantagePoint Entities, which
      hold (of record and beneficially) all of the outstanding shares of Series Z
      Preferred Stock, hereby waive any and all rights to which it would otherwise
      be
      entitled pursuant to the Company’s certificate of incorporation (i) to receive
      notice with respect to the Transaction and (ii) relating to the Series Z
      Preferred Stock of the Company, resulting from the consummation for the
      Transaction, including any right to receive payment of any Series Z Liquidation
      Preference Amount (as defined in the Company’s certificate of incorporation). To
      the extent that an Investor has any right, title or interest in or to any of
      the
      Securities (including, without limitation, the Notes) or any Document
      (including, without limitation, the Security Agreement and the Recapitalization
      Agreement), or any claims or rights arising thereunder or therefrom or from
      any
      transaction contemplated thereby, such Investor hereby sells, assigns and
      transfers all such right, title or interest to the Company. 

     

    5.           Termination.
      This Agreement shall terminate and
      be of no further force or effect (x) if the Divestiture Payments are not made
      within one (1) business day of the closing of the Transaction or (y) if the
      Company shall not have delivered the Divestiture Payments to the Investors
      on or
      before December 31, 2005, at the close of business on
      December 31, 2005. 

     

    6.           Company
      Representations and Warranties. The
      Company hereby represents and warrants to each Investor that:

     

     

    
    

    

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      5 -

     

     

    (a)         Organization,
      Good Standing and Qualification.
      The Company is a corporation duly organized, validly existing and in good
      standing under the laws of the State of Delaware and has all requisite corporate
      power and authority to execute, deliver and perform its obligations under this
      Agreement. 

     

    (b)         Authorization.
      This Agreement has been duly
      authorized, executed and delivered by the Company and constitutes a valid and
      binding obligation of the Company, enforceable against the Company in accordance
      with its terms, except (i) as limited by applicable bankruptcy, insolvency,
      reorganization, moratorium, and other laws of general application affecting
      enforcement of creditors’ rights generally and (ii) as limited by laws and
      principles relating to the availability of specific performance, injunctive
      relief, or other equitable remedies.

     

    7.          Investors’
      and DBTCA’s Representations and Warranties. Each Investor and DBTCA, severally and not jointly,
      hereby represents
      and warrants to the Company that: 

     

    (a)         Organization,
      Good Standing and Qualification.
      Such person is a corporation, banking corporation, limited partnership or other
      legal entity duly organized, validly existing and in good standing under the
      laws of its jurisdiction of incorporation or formation, as applicable, and
      has
      all requisite power and authority to execute, deliver and perform its
      obligations under this Agreement. 

     

    (b)         Authorization.
      This Agreement has been duly
      authorized, executed and delivered by such person and constitutes a valid and
      binding obligation of such person, enforceable against such Investor in
      accordance with its terms, except (i) as limited by applicable bankruptcy,
      insolvency, reorganization, moratorium, and other laws of general application
      affecting enforcement of creditors’ rights generally and (ii) as limited by laws
      and principles relating to the availability of specific performance, injunctive
      relief, or other equitable remedies.

     

    (c)         Securities
      Ownership. With respect to an Investor
      only, such Investor (i) owns all right, title and interest (beneficial and
      of
      record) in and to all of the securities of the Company (including the Notes,
      the
      Warrants and the shares of Series Z Preferred Stock) set forth opposite its
      name
      on Exhibit A and (ii)(A) with
      respect to each the VantagePoint Entity only, the securities of the Company
      (including the Notes, the Warrants and the shares of Series Z Preferred Stock)
      set forth opposite its name on Exhibit A are the only securities
      of the Company in which it owns any right, title
      or interest (beneficial and of record) in or to, other than shares of Common
      Stock owned of record by such VantagePoint Entity and (B) with respect to DB
      only, the Notes and the Warrants set forth opposite its name on Exhibit A are the only Notes and
      the Warrants
      acquired from the Company pursuant to the 2003 Purchase Agreement in which
      it
      owns any right, title or interest (beneficial and of record) in or to and it
      does not own any right, title or interest (beneficial and of record) in or
      to
      any shares of Series Z Preferred Stock. 

     

    8.           Successors
      and Assigns. Without the prior written
      consent of the Company, no Investor may assign this Agreement or any of its
      rights or obligations under this Agreement to any other party, and without
      the
      prior written consent of the Investors, the Company may not assign this
      Agreement or any of its rights or obligations under this Agreement to any other
      party. Except as otherwise provided herein, the terms and conditions of this
      Agreement shall inure to 

     

    
    

    

    -
      6 -

     

    the
      benefit of and be binding upon the respective permitted successors
      and assigns of the parties. Nothing in this Agreement, express or implied,
      is
      intended to confer upon any party other than the parties hereto or their
      respective successors and assigns any rights, remedies, obligations, or
      liabilities under or by reason of this Agreement, except as expressly provided
      in this Agreement.

     

    9.          Governing
      Law. This Agreement shall be governed
      by and construed under the laws of the State of New York.

     

    10.        Further
      Assurances. The Investors and DBTCA (at
      the direction of the Investors) shall execute and deliver such other documents,
      certificates, agreements and other writings and to take such other actions
      as
      may be reasonably requested and necessary in order to consummate or implement
      expeditiously the transactions contemplated by this Agreement.

     

    11.        Notices.
      Unless otherwise provided, any notice
      required or permitted under this Agreement shall be given in writing and shall
      be deemed effectively given upon personal delivery to the party to be notified,
      if sent via personal delivery, or three (3) business days following deposit
      with
      the United States Post Office, if sent by registered or certified mail, postage
      prepaid, or one (1) business day following overnight delivery, if so distributed
      via nationally recognized overnight courier, charges prepaid, or upon electronic
      confirmation, if sent via fax transmission (with a copy sent via other permitted
      means hereunder), and, in any case, addressed to the party to be notified at
      the
      address indicated for such party on the signature page hereof, or at such other
      address as such party may designate by ten (10) days’ advance written notice to
      the other parties.

     

    12.        Expenses.
      Except as otherwise provided herein,
      the Company and the Investors shall bear their own costs and expenses incurred
      with respect to the negotiation, execution, delivery and performance of this
      Agreement. 

     

    13.        Amendments
      and Waivers. Except as otherwise set
      forth in this Agreement, any term of this Agreement may be amended and the
      observance of any term of this Agreement may be waived (either generally or
      in a
      particular instance and either retroactively or prospectively), only with the
      written consent of the Company, DBTCA and the Investors. 

     

    14.        Entire
      Agreement. This Agreement and the
      documents referred to herein constitute the entire agreement among the parties
      (to the extent that a party hereto is a party thereto) with respect to the
      subject matter hereof and no party shall be liable or bound to any other party
      in any manner by any warranties, representations, or covenants with respect
      to
      such subject matter except as specifically set forth herein or
      therein.

     

    15.        Counterparts.
      This Agreement may be signed in any
      number of counterparts, each of which shall be an original, with the same effect
      as if the signatures thereto and hereto were upon the same instrument. This
      Agreement shall become effective when each party hereto shall have received
      a
      counterpart, or facsimile of a counterpart, of this Agreement signed by the
      other parties hereto. Delivery of an executed copy of this Agreement by
      facsimile transmission shall have the same effect as delivery of an originally
      executed copy of this Agreement, whether an originally executed copy shall
      be
      delivered subsequent thereto.

     

     

    
    

    

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      7 -

     

     

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

     

    DSL.NET,
      INC.

     

    
    

    
      	 	 	 
	 	By:  	/s/ Walter
              Keisch
	 	
              

              Name: Walter Keisch
	 	Title:
              CFO 


    

    
      	 	Address: 	545 Long Wharf Drive 
	 	 	New Haven, CT 06511  
	 	 	 


    

    
    

    
       

       

      DEUTSCHE
        BANK AG LONDON

      By
        DB Alternative Trading Inc as Investment Advisor

    

    
      
      

      
        	 	 	 
	 	By:  	/s/ Robert
                Wolfson
	 	
                

                Name: Robert Wolfson
	 	Title: Director 


      

    

    
      
        
        

        
          	 	 	 
	 	By:  	/s/ David
                  Baker
	 	
                  

                  Name: David Baker
	 	Title: Managing
                  Director 


        

        
          	 	Address: 	280 Park Avenue, 9th Floor 
	 	 	New York, NY  10019 
	 	 	 


        

      

       

    

     

     

     

     

     

     

     

     

    
    

    

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      8 -

     

     

    
    

    VANTAGEPOINT
      VENTURE PARTNERS III (Q), L.P.

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

     

    
      
      

      
        	 	 	 
	 	By:  	/s/ James
                D. Marver
	 	
                

                Name: James D. Marver
	 	Title: Managing
                Member 


      

    

    
      
        
        

      

    

     

     

     

    VANTAGEPOINT
      VENTURE PARTNERS III, L.P.

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

     

    
    

    
      	 	 	 
	 	By:  	/s/ James
              D. Marver
	 	
              

              Name: James D. Marver
	 	Title: Managing
              Member 


    

     

     

     

    VANTAGEPOINT
      COMMUNICATIONS PARTNERS, L.P.

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

     

    
    

    
      	 	 	 
	 	By:  	/s/ James
              D. Marver
	 	
              

              Name: James D. Marver
	 	Title: Managing
              Member 


    

     

     

    VANTAGEPOINT
      VENTURE PARTNERS 1996, L.P.

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

     

    
    

    
      	 	 	 
	 	By:  	/s/ James
              D. Marver
	 	
              

              Name: James D. Marver
	 	Title: Managing
              Member 


    

     

     

     

    Address
      for the VantagePoint Entities:

    c/o
      VantagePoint Venture Partners

    1001
      Bayhill Drive, Suite 140

    San
      Bruno, CA 94066

     

     

    
    

    

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      9 -

     

     

    DEUTSCHE
      BANK TRUST COMPANY AMERICAS,

    As
      Administrative Agent

     

     

    
    

    
      	 	 	 
	 	By:  	/s/ Stephen
              T. Hesler
	 	
              

              Name: Stephen T. Hesler
	 	Title: Vice
              President


    

    
      
        	 	 	 
	 	By:  	/s/ Maged
                Mecheal
	 	
                

                Name: Maged Mecheal
	 	Title: Assistant
                Vice President


      

      
        	
              	Address: 	1761 East St. Andrew Place 
	 	 	Santa Ana, CA 92705 
	 	 	 


         

      

    

     

     

     

     

     

     

     

    
    

    

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      10 -

     

     

    Exhibit
      A

    INVESTORS

    
      	
              
Name
                And Address

            	
              Notes
                with an aggregate principal amount of:

            	
              Warrants

            	
              Shares
                of Series Z Preferred Stock

            	
              Divestiture
                Payment

            
	
              Deutsche Bank AG London

               

            	
              $22,500,000.00

            	
              *

            	
              None

            	
              $4,000,000.00

            
	
              VantagePoint
                Venture Partners III (Q), L.P.

            	
              $5,014,350.00

            	
              **

            	
              7,485.8

            	
              $1,002,870.00

            
	
              VantagePoint
                Venture Partners III, L.P.

            	
              $610,650.00

            	
              ***

            	
              914.2

            	
              $
                122,130.00

            
	
              VantagePoint
                Communications Partners, L.P.

            	
              $937,500.00

            	
              ****

            	
              2,800

            	
              $
                187,500.00

            
	
              VantagePoint
                Venture Partners 1996, L.P.

            	
              $937,500.00

            	
              *****

            	
              2,800

            	
              $
                187,500.00

            


    

     

     

    *              Consists
      of a Warrant datedAugust 12, 2003 to purchase 12,950,000 shares of Common Stock,
      a Warrant dated December 9, 2003 to purchase 105,471,053 shares of Common Stock,
      and a Warrant dated October 7, 2004 to purchase 14,357,249 shares of Common
      Stock.

     

    **            Consists
      of a Warrant dated December 27, 2002 to purchase 5,549,876 shares of Common
      Stock, a Warrant dated December 27, 2002 to purchase 297,687 shares of Common
      Stock, a Warrant dated March 26, 2003 to purchase 410,276 shares of Common
      Stock, a Warrant dated December 9, 2003 to purchase 26,391,316 shares of Common
      Stock, a Warrant dated December 22, 2003 to purchase 1,511,598 shares of Common
      Stock, and a Warrant dated October 7, 2004 to purchase 3,199,657 shares of
      Common Stock.

     

    ***          Consists
      of a Warrant dated December 27, 2002 to purchase 677,776 shares of Common Stock,
      a Warrant dated December 27, 2002 to purchase 36,253 shares of Common Stock,
      a
      Warrant dated March 26, 2003 to purchase 50,105 shares of Common Stock, Warrant
      dated December 9, 2003 to purchase 3,213,946 shares of Common Stock, a Warrant
      dated December 22, 2003 to purchase 184,083 shares of Common Stock, and a
      Warrant dated October 7, 2004 to purchase 389,656 shares of Common
      Stock.

     

    ****        Consists
      of a Warrant
      dated December 27, 2002 to purchase 2,075,884 shares of Common Stock, a Warrant
      dated December 27, 2002 to purchase 55,657 shares of Common Stock, a Warrant
      dated March 26, 2003 to purchase 153,460 shares of Common Stock, a Warrant
      dated
      December 9, 2003 to purchase 4,934,211 shares of Common Stock, a Warrant dated
      December 22, 2003 to purchase 282,614 shares of Common Stock, and a Warrant
      dated October 7, 2004 to purchase 598,219 shares of Common Stock.

     

    *****     Consists
      of a Warrant dated December
      27, 2002 to purchase 2,075,884 shares of Common Stock, a Warrant dated December
      27, 2002 to purchase 55,657 shares of Common Stock, a Warrant dated March 26,
      2003 to purchase 153,460 shares of Common Stock, a Warrant dated December 9,
      2003 to purchase 4,934,211 shares of Common Stock, a Warrant dated December
      22,
      2003 to purchase 282,614 shares of Common Stock, and a Warrant dated October
      7,
      2004 to purchase 598,219 shares of Common Stock.

     

     

    
    

    

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      11 -

     

     

    Exhibit
      B

     

    ACCOUNT
      CONTROL AND SIMILAR AGREEMENTS

     

    Deposit
      Control Agreement dated as of December 27, 2002 among Vector
      Internet Services, Inc. d/b/a/ Visi.com, Associated Bank Minnesota, National
      Association and VantagePoint Venture Partners III (Q), L.P.

     

    Deposit
      Account Control Agreement dated as of October 7, 2004 among
      DSL.net, Inc., Deutsche Bank Trust Company Americas and Fleet National Bank
      

     

    Three-Party
      Springing Blocked Account Service Agreement dated as of July
      18, 200 among DSL.net, Inc., Deutsche Bank Trust Company Americas and Fleet
      National Bank 

     

     

    
    

    

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