WWW.EXFILE.COM, INC. -- 13922 -- DSL.NET, INC. -- EXHIBIT 10.4 TO FORM 10-Q


     

    EXHIBIT
      10.4

    CONSENT
      AND WAIVER OF LAURUS MASTER FUND, LTD. FOR DUNKNIGHT TELECOM
      PARTNERS LLC 

    DEBT
      FINANCING OF DSL.NET,
      INC.

     

    November
      2, 2005

     

    DSL.net,
      Inc.

    545
      Long Wharf Drive

    5th
      Floor

    New
      Haven, CT 06511

     

    Ladies
      and Gentlemen:

     

    Reference
      is made to (a) the $4.25 million Secured Convertible Minimum
      Borrowing Note (the “MB Note”) dated August
      31, 2004 by the DSL.net, Inc. (the “Company”) in favor of
      Laurus Master Fund,
      Ltd. (“Laurus”), (b) the
      Security Agreement dated August 31, 2004 (the “Laurus
      Security Agreement”), by and between Laurus the
      Company, (c) the Subordination Agreement dated the date hereof (the
“Subordination Agreement”)
      between Laurus and DunKnight Telecom Partners, LLC (“DunKnight”), and (d) each
      of the Securities
      Purchase Agreement, form of Debenture, and Agency, Guaranty and Security
      Agreement (collectively, the “DK Transaction
      Documents”) each dated the date hereof by and among the
      Company, DunKnight and the other signatories thereto (copies of which have
      previously been provided to Laurus). Capitalized terms not otherwise defined
      in
      this Consent and Waiver have the same meanings as specified in the Laurus
      Security Agreement.

     

    Having
      been apprised of the transactions contemplated by DK Transaction
      Documents and wishing to facilitate the consummation thereof because it is
      in
      the best interests of the undersigned and the Company and having executed the
      Subordination Agreement simultaneous with the execution of this Consent and
      Waiver, for good and valuable consideration, the receipt and sufficiency of
      which is hereby acknowledged, Laurus hereby, under any terms or provisions
      of
      the instruments described in (a)-(c) above and any other agreement or
      arrangement between the Laurus and the Company and otherwise:

    1.     Irrevocably
      and unconditionally consents to all of the transactions
      contemplated by the DK Transaction Documents, including, without limitation,
      all
      of the following:

    
      	
               

            	
              (a)

            	
              the
                Company’s issuance of debt instruments to DunKnight and the
                investors associated therewith, as contemplated in the DK Transaction
                Documents;

            


    

    
      	
               

            	
              (b)

            	
              the
                Company’s repurchase, cancellation, retirement and/or
                redemption of all outstanding indebtedness of the Company to VantagePoint
                Venture Partners (Q) III, L.P., VantagePoint Venture Partners III,
                L.P.,
                VantagePoint Communications Partners, L.P. and VantagePoint Venture
                Partners 1996, L.P. (collectively “VantagePoint”) and
                Deutsche Bank AG,
                London (“DB”),
                and
                

            


    

     

    
    

    

     

    the
      Company’s cancellation, retirement and/or redemption of all of the
      warrants and preferred stock of the Company held by VantagePoint and/or DB,
      all
      as contemplated in the DK Transaction Documents; and

    2.     Irrevocably
      and unconditionally waives the triggering of an Event of
      Default (as defined in the Security Agreement) arising from the transactions
      contemplated in the DK Transaction Documents. 

    The
      Laurus Security Agreement, except to the extent of the Consent and
      Waiver specifically provided above, is and shall continue to be in full force
      and effect without modification 

    The
      undersigned acknowledges that this Consent and Waiver is made after
      having had an opportunity to ask any questions of management of the Company
      in
      respect of the transactions contemplated in the DK Transaction Documents and
      after having had an opportunity to consult with counsel. 

     

    LAURUS
      MASTER FUND, LTD

     

    By: 
/s/
      David Grin

    
      

    

    Name:
      David Grin

    Title:
      Director

     

     

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