WWW.EXFILE.COM, INC. -- 13922 -- DSL.NET, INC. -- EXHIBIT 10.3 TO FORM 10-Q


     

    EXHIBIT 
      10.3


     

    
      AGENCY,
        GUARANTY AND SECURITY AGREEMENT

      


      


      


      Dated
        November 2, 2005

       

      Among

       

      The
        Grantors referred to herein

       

      as
        Grantors

       

      The
        Investors referred to herein

       

      as
        Investors

       

      and

       

      DunKnight
        Telecom Partners, LLC

       

      as
        Administrative Agent

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

        

           

          TABLE
            OF CONTENTS

          

            
              	
                      Section

                    	 	
                      Page

                    
	
                      1.

                    	
                      Definitions

                    	
                      1

                    
	
                      2.

                    	
                      Guaranty

                    	
                      7

                    
	
                      3.

                    	
                      Creation
                        of Security Interest

                    	
                      9

                    
	
                      4.

                    	
                      Delivery
                        of Pledged Collateral

                    	
                      10

                    
	
                      5.

                    	
                      Appointment
                        of the Agent

                    	
                      10

                    
	
                      6.

                    	
                      Payments
                        and Computations

                    	
                      13

                    
	
                      7.

                    	
                      Sharing
                        of Payments, Etc.

                    	
                      13

                    
	
                      8.

                    	
                      Further
                        Assurances

                    	
                      14

                    
	
                      9.

                    	
                      Voting
                        Rights; Dividends; Etc.

                    	
                      15

                    
	
                      10.

                    	
                      Rights
                        as to Pledged Collateral During Event of Default

                    	
                      16

                    
	
                      11.

                    	
                      Irrevocable
                        Proxy

                    	
                      16

                    
	
                      12.

                    	
                      The
                        Grantors' Representations and Warranties

                    	
                      16

                    
	
                      13.

                    	
                      Grantors'
                        Covenants

                    	
                      18

                    
	
                      14.

                    	
                      Marks

                    	
                      19

                    
	
                      15.

                    	
                      Collections
                        on the Collateral

                    	
                      20

                    
	
                      16.

                    	
                      Remedies

                    	
                      20

                    
	
                      17.

                    	
                      Insurance

                    	
                      23

                    
	
                      18.

                    	
                      Notice

                    	
                      24

                    
	
                      19.

                    	
                      Costs
                        and Expenses

                    	
                      24

                    
	
                      20.

                    	
                      Counterparts

                    	
                      24

                    
	
                      21.

                    	
                      Understandings
                        With Respect to Waivers and Consents

                    	
                      25

                    
	
                      22.

                    	
                      Indemnity

                    	
                      25

                    
	
                      23.

                    	
                      Amendments,
                        Waivers, Etc.

                    	
                      26

                    
	
                      24.

                    	
                      Notices

                    	
                      26

                    


               

              
                
                   

                

                
                   

                  
                    

                  

                

                
                   

                

              

               

              
                	
                        25.

                      	
                        Continuing
                          Security Interest; Transfer of Notes; Termination

                      	
                        26

                      
	
                        26.

                      	
                        Release
                          of the Grantors

                      	
                        26

                      
	
                        27.

                      	
                        Governing
                          Law

                      	
                        27

                      
	
                        28.

                      	
                        Jury
                          Trial

                      	
                        27

                      
	
                        29.

                      	
                        Limitation
                          of Liability

                      	
                        28

                      
	
                        30.

                      	
                        Covenant
                          Not to Issue Uncertificated Securities

                      	
                        28

                      
	
                        31.

                      	
                        Covenant
                          Not to Dilute Interests of the Agent in Securities

                      	
                        28

                      
	
                        32.

                      	
                        Pledged
                          Limited Liability Company Interests/Covenant Not to Dilute

                      	
                        28

                      
	
                        33.

                      	
                        Pledged
                          Partnership Interests/Covenant Not to Dilute

                      	
                        28

                      
	
                        34.

                      	
                        Confidentiality

                      	
                        28

                      
	 	 	 
	
                        Schedules

                      	 	 
	
                        Schedule
                          1

                      	
                        Grantors

                      	 
	
                        Schedule
                          2

                      	
                        Investors

                      	 
	
                        Schedule
                          3-A

                      	
                        Asset
                          Location

                      	 
	
                        Schedule
                          3-B

                      	
                        Deposit
                          Account

                      	 
	
                        Schedule
                          3-C

                      	
                        Pledged
                          Collateral

                      	 
	
                        Schedule
                          3-D

                      	
                        Location
                          of Chief Executive Office of each Grantor

                      	 
	
                        Schedule
                          3-E

                      	
                        Tradenames

                      	 
	
                        Schedule
                          3-F

                      	
                        Trademarks

                      	 
	 	 	 
	 	 	 
	
                        Exhibits

                      	 	 
	
                        Exhibit
                          A

                      	
                        Form
                          of Pledge Notice

                      	 
	
                        Exhibit
                          B

                      	
                        Form
                          of Issuer Acknowledgement 

                      	 
	
                        Exhibit
                          C

                      	
                        Instrument
                          For Granting Security Interest in Trademarks

                      	 
	
                        Exhibit
                          D

                      	
                        Subordination
                          Agreement

                      	 


              

            

          

           

           

        

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    AGENCY,
      GUARANTY AND SECURITY AGREEMENT

     

    This
      AGENCY, GUARANTY AND SECURITY AGREEMENT (this “Agreement”),
      dated
      as of November 2, 2005, is made by and among DSL.net, Inc. (the “Company”),
      the
      Subsidiaries of the Company listed on Schedule
      1
      hereto
      (the Company and its Subsidiaries listed on Schedule
      1
      hereto,
      being individually each a “Grantor”
      and
      collectively, the “Grantors”),
      the
      Investors listed on Schedule
      2
      hereto
      (individually each an “Investor”
      and
      collectively, the “Investors”)
      and
      DunKnight Telecom Partners, LLC, as Administrative Agent (in such capacity,
      the
“Agent”,
      as
      appointed pursuant to Section 5 of this Agreement) for the
      Investors.

     

      RECITALS

     

    The
      Company and the Investors have entered into that certain Securities Purchase
      Agreement, dated as of November 2, 2005 ( as amended, restated, supplemented
      or
      otherwise modified from time to time, the “Purchase
      Agreement”)
      pursuant to which the Investors have purchased, and have committed further
      purchase, certain 18% Secured Debentures (the “Notes”).

     

    It
      is a
      condition precedent to the effectiveness of the Purchase Agreement that the
      Company and the Investors shall have entered into this Agreement and that the
      Investors shall have appointed the Agent in connection with the pledge of assets
      by the Grantors to secure the obligations of the Company owing to the Investors
      under and in respect of the Notes. 

     

    It
      is
      condition precedent to the effectiveness of the Purchase Agreement and this
      Agreement that the Investors and Agent enter into a Subordination Agreement
      (the
“Subordination
      Agreement”)
      with
      Laurus Master Fund, Ltd (“Laurus”)
      in the
      form attached hereto as Exhibit
      D,
      and
      that this Agreement be subject to the terms of the Subordination
      Agreement.

     

    The
      Grantors will derive substantial direct and indirect benefits from the
      transactions contemplated by this Agreement and the other Operative Documents
      (as hereinafter defined). 

     

      AGREEMENT

     

    NOW,
      THEREFORE, in consideration of the premises and in order to induce the Agent
      and
      the Investors to enter into the Purchase Agreement and for other good and
      valuable consideration, the receipt and adequacy of which the parties hereby
      acknowledge, the parties agree as follows:

     

    1.  Definitions. 
      Terms
      defined in the Purchase Agreement and not otherwise defined in this Agreement
      are used in this Agreement as defined in the Purchase Agreement. Further, unless
      otherwise defined in this Agreement or in the Purchase Agreement, terms defined
      in Article 8 or 9 of the UCC (as defined below) are used in this Agreement
      as
      such terms are defined in such Article 8 or 9 of the UCC (as defined below).
      “UCC”
      means
      the Uniform Commercial Code as in effect, from time to time, in the State of
      New
      York; provided
      that, if
      perfection or the effect of perfection or non-perfection or the priority of
      any
      security interest in any Collateral is governed by the Uniform Commercial Code
      as in effect in a jurisdiction other than the State of New York, “UCC”
      means
      the Uniform Commercial Code as in effect from time to time in such other
      jurisdiction for purposes of the provisions hereof relating to such perfection,
      effect of perfection or non-perfection or priority. 

     

    “Affiliate”
      means,
      as to any Person, any other Person that, directly or indirectly, controls,
      is
      controlled by or is under common control with such Person or is a director
      or
      officer of such Person. For 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    purposes
      of this definition, the term “control”
      (including the terms “controlling”,
      “controlled
      by”
      and
“under
      common control with”)
      of a
      Person means the possession, direct or indirect, of the power to vote 20% or
      more of the Voting Interests of such Person or to direct or cause the direction
      of the management and policies of such Person, whether through the ownership
      of
      Voting Interests, by contract or otherwise.

     

    “Certificates”
      means
      all certificates, instruments and other documents now or hereafter representing
      or evidencing any Pledged Securities or Pledged Limited Liability Company
      Interests.

     

    “Closing
      Date”
      shall
      mean November 2, 2005.

     

    “Collateral”
      means
      and includes all present and future right, title, interest, claims and demands
      of each Grantor in or to any personal property or assets whatsoever, whether
      now
      owned or existing or hereafter arising or acquired and wheresoever located,
      including, without limitation, any and all of the following personal property:
      

     

    (a)  all
      accounts (including, without limitation, health-care-insurance receivables),
      chattel paper (including, without limitation, tangible chattel paper and
      electronic chattel paper), instruments (including, without limitation,
      promissory notes), deposit accounts, letter-of-credit rights, general
      intangibles (including, without limitation, payment intangibles) and other
      obligations of any kind, whether or not arising out of or in connection with
      the
      sale or lease of goods or the rendering of services and whether or not earned
      by
      performance, and all rights now or hereafter existing in and to all supporting
      obligations and in and to all security agreements, mortgages, Liens, leases,
      letters of credit and other contracts securing or otherwise relating to the
      foregoing property (any and all of such accounts, chattel paper, instruments,
      deposit accounts, letter-of-credit rights, general intangibles and other
      obligations, to the extent not referred to in clause (d), (e) or (f)
      below,
      being the “Receivables”,
      and
      any and all such supporting obligations, security agreements, mortgages, Liens,
      leases, letters of credit and other contracts being the “Related
      Contracts”);

     

    (b)  All
      present and future general intangibles, including, without limitation, (i)
      all
      tax refunds of every kind and nature to which such Grantor now or hereafter
      may
      become entitled, however arising, (ii) all other refunds, (iii) all commitments
      to extend financing to such Grantor, (iv) all deposits, (v) all goodwill, (vi)
      all choses in action, (vii) all insurance proceeds and (viii) all trade secrets,
      computer programs, software, customer lists, trademarks (excluding Intent to
      Use
      Applications), trade names, patents, licenses, copyrights, technology, processes
      and proprietary information, including, without limitation, the Copyrights,
      the
      Patents and the Marks (each as hereinafter defined) and the goodwill of such
      Grantor’s business connected with and symbolized by the Marks;

     

    (c)  All
      present and future demand, time, savings, passbook, deposit and like accounts
      (general or special) (collectively, the “Deposit
      Accounts”)
      in
      which such Grantor has any interest that is maintained with any bank, savings
      and loan association, credit union or like organization, including, without
      limitation, each account listed on Schedule
      3-B
      attached
      hereto and all funds, financial assets, cash and cash equivalents from time
      to
      time credited thereto, whether or not deposited in any Deposit
      Account;

     

    (d)  All
      present and future books and records, including, without limitation, books
      of
      account and ledgers of every kind and nature, customer lists, credit files,
      printouts and other computer output material and records, all electronically
      recorded data relating to such Grantor, all receptacles and containers for
      such
      records, and all files and correspondence;

     

    (e)  All
      present and future goods, including, without limitation, all equipment, in
      all
      its forms, including, without limitation, all machinery, tools, molds, dies,
      motor vehicles, vessels, aircraft, 

     

    
      
        
        

      

      
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    furniture,
      furnishings, fixtures, trade fixtures, and all parts thereof and accessions
      thereto and all other goods used in connection with or in the conduct of such
      Grantor’s business including, without limitation, software embedded in the
      equipment (collectively, the “Equipment”);

     

    (f)  All
      present and future inventory and merchandise, including, without limitation,
      all
      present and future goods held for sale or lease or to be furnished under a
      contract of service, all recorded media, all raw materials, work in process
      and
      finished goods, all packing materials, supplies and containers relating to
      or
      used in connection with the manufacture, production, preparation or shipping
      of
      any of the foregoing, all goods in which such Grantor has an interest in mass
      or
      a joint or other interest or right of any kind (including, without limitation,
      goods in which such Grantor has an interest or right as consignee), all goods
      that are returned to or repossessed or stopped in transit by such Grantor,
      and
      all accessions thereto and products thereof and documents therefor, and all
      software related thereto, including, without limitation, software that is
      embedded in the inventory and all bills of lading, warehouse receipts and
      documents of title relating to any of the foregoing (collectively, the
“Inventory”);

     

    (g)  All
      present and future accessions, appurtenances, components, repairs, repair parts,
      spare parts, replacements, substitutions, additions, issue and/or improvements
      to or of or with respect to any of the foregoing;

     

    (h)  All
      other
      tangible and intangible personal property of such Grantor not specifically
      excluded from this definition of “Collateral”;

     

    (i)  All
      rights, remedies, powers and/or privileges of such Grantor with respect to
      any
      of the foregoing; and 

     

    (j)  Any
      and
      all proceeds and products of the foregoing, including, without limitation,
      all
      money, income, royalties and other payments now or hereinafter due and payable
      and with respect to and supporting obligations relating to, any and all of
      the
      Collateral, including, without limitation, proceeds, collateral and supporting
      obligations that constitute property of the types described in clauses (a)
      through (i) above and in this clause (j) and to the extent not otherwise
      included, all payments under insurance (whether or not the Agent is the loss
      payee thereof) or any indemnity, warranty or guaranty, payable by reason of
      loss
      or damage to or otherwise with respect to the foregoing Collateral, any other
      tangible or intangible property received upon the sale or disposition of any
      of
      the foregoing and all tort claims, including, without limitation, all Commercial
      Tort Claims and cash.

     

    Notwithstanding
      the foregoing, the term “Collateral”
      shall
      not include (i) any Equipment that is subject to a Lien otherwise permitted
      by
      subsections (vii), (viii) or (ix) of the definition of Permitted Liens, (ii)
      assets acquired subsequent to the date of this Agreement that are subject to
      a
      security interest, provided
      that
      such security interest is limited to the asset acquired, (iii) all equity
      interests in Regulated Entities, and; provided
      that
      each of the assets referenced in clauses (i) and (ii) of this sentence shall
      be
      deemed to be Collateral and each Grantor shall be deemed to have granted a
      security interest in, all of its right, title and interests in such assets,
      upon
      the ineffectiveness, lapse or termination of the security interests referenced
      in clauses (i) or (ii) of this sentence. The items listed in clauses (i) through
      (iii) above in the paragraph are referred to herein as “Exempted
      Collateral”.

     

    “Computer
      Software”
      means
      all computer software, programs and databases (including, without limitation,
      source code, object code and all related applications and data files), firmware
      and documentation and materials relating thereto, together with any and all
      maintenance rights, service rights, programming rights, hosting rights, test
      rights, improvement rights, renewal rights and indemnification rights and any
      substitutions, replacements, improvements, error corrections, updates and new
      versions of any of the foregoing.

     

    
      
        
        

      

      
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    “Confidential
      Information”
      means
      (i) all financial information that any Grantor furnishes to the Agent or any
      Investor; (ii) any non-financial information that any Grantor furnishes to
      the
      Agent or any Investor which is designated in writing as confidential; and (iii)
      any other information provided to or learned by such Person during the course
      of
      any audit or inspection of any Grantor permitted under the terms of this
      Agreement which by its nature or by virtue of the circumstances under which
      it
      was provided or given should reasonably be understood to be confidential;
provided,
      however,
      that
      Confidential Information does not include any such information that (a) is
      or
      becomes generally available to the public, (b) is or becomes available to the
      Agent or such Investor from a source other than the Grantors or their officers,
      directors, employees, agents or advisors, or (c) is independently developed
      by
      the Agent or such Investor, in each case without breach of any confidentiality
      obligation. 

     

    “Copyright”
      means
      all:

     

    (a)  Copyrights,
      whether or not published or registered under the Copyright Act of 1976, 17
      U.S.C. Section 101 et seq., as the same shall be amended from time to time
      and
      any predecessor or successor statute thereto (the “Copyright
      Act”),
      and
      applications for registration of copyrights, and all works of authorship and
      other intellectual property rights therein, including, without limitation,
      copyrights for computer programs, Computer Software, internet websites and
      the
      content thereof, whether registered or unregistered, source code and object
      code
      databases and related materials and documentation and, and (i) all renewals,
      revisions, derivative works, enhancements, modifications, updates, new releases
      and other revisions thereof, (ii) all income, royalties, damages and payments
      now and hereafter due and/or payable with respect thereto, including, without
      limitation, payments under all licenses entered into in connection therewith
      and
      damages and payments for past or future infringements thereof, (iii) the right
      to sue for past, present and future infringements thereof and (iv) all of such
      Grantor’s rights corresponding thereto throughout the world;

     

    (b)  Rights
      under or interests in any copyright license agreements with any other party,
      whether each Grantor is a licensee or licensor under any such license agreement,
      and the right to use the foregoing in connection with the enforcement of the
      Agent’s rights under the Operative Documents; and

     

    (c)  Copyrightable
      materials now or hereafter owned by such Grantor, including, without limitation,
      all tangible property embodying the copyrights described in clause (a) hereof
      or
      such copyrightable materials, and all tangible property covered by the licenses
      described in clause (b) hereof.

     

    “Event
      of Default”
      shall
      have the meaning ascribed to it in the Notes.

     

    “Guarantor”
      means
      each Grantor other than the Company.

     

    “Indebtedness”
      shall
      mean and include the aggregate amount of, without duplication (i) all
      obligations for borrowed money of any Grantor, (ii) all obligations
      evidenced by any Grantor’s bonds, debentures, notes or other similar
      instruments, (iii) all obligations of any Grantor to pay the deferred
      purchase price of property or services (other than accounts payable and accrued
      expenses incurred in the ordinary course of business determined in accordance
      with generally accepted accounting principles (“GAAP”)),
      (iv) all obligations with respect to any Grantor’s capital leases,
      (v) all obligations of any Grantor created or arising under any conditional
      sale or other title retention agreement with respect to property acquired by
      such Person, (vi) all reimbursement and other payment obligations of
      any
      Grantor, contingent or otherwise, in respect of letters of credit and similar
      surety instruments and (vii) all guaranty obligations of any Grantor
      with
      respect to the types of Indebtedness listed in clauses (i) through
      (vi) above.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    “Issuer
      Acknowledgement”
      has the
      meaning given to that term in Section 4(b) of this Agreement.

     

    “Intent
      to Use Application”
      means
      any application of the type described in 15 United States Code Section 1051(b)
      that has been or may hereafter be filed by the Company with the United States
      Patent and Trademark Office.

     

    “Liens”
      shall
      mean, with respect to any property, any security interest, mortgage, pledge,
      lien, claim, charge or other encumbrance of any kind, or any other type of
      preferential arrangement, in, of, or on such property or the income therefrom,
      including, without limitation, the interest of a vendor or lessor under a
      conditional sale agreement, capital lease or other title retention agreement,
      any easement, right of way or other encumbrance on title to real property or
      any
      agreement to provide any of the foregoing, and the filing of any financing
      statement or similar instrument under the UCC or comparable law of any
      jurisdiction.

     

    “Limited
      Liability Company Interests”
      means
      the entire limited liability company interest at any time owned by Grantor
      in
      any Pledged Entity.

     

    “Majority
      Investors”
      means,
      at any time, Investors holding at least 51% of the sum of the aggregate
      unpaid principal amount owing under the Notes.

     

    “Marks”
      means
      all (a) trademarks, trademark registrations, domain names, interest under
      trademark license agreements, trade names, trademark applications, service
      marks, business names, trade styles, trade dress, designs, logos, slogans,
      corporate names, and other source, or business identifiers for which
      registrations have been issued or applied for in the United States Patent and
      Trademark Office or in any other office or with any other official anywhere
      in
      the world or which are used in the United States or any state, territory or
      possession thereof, or in any other place, nation or jurisdiction anywhere
      in
      the world including, without limitation, the trademarks, trademark
      registrations, domain names, interest under trademark license agreements, trade
      names, trademark applications, service marks, business names, trade styles,
      trade dress, design logos, slogans, corporate names, and other source or
      business identifiers listed on Schedule
      3-F
      attached
      hereto, but excluding any United States Intent to Use Applications, (to the
      extent that, and solely during the period in which, the grant of a security
      interest therein would impair the validity or enforceability of such Intent
      to
      Use Application under applicable federal law) (b) licenses pertaining to any
      such Mark whether such Grantor is licensor or licensee, (c) all income,
      royalties, damages and payments for past, present or future infringements
      thereof, (d) rights to sue for past, present and future infringements thereof,
      (e) rights corresponding thereto throughout the world, (f) all product
      specification documents and production and quality control manuals used in
      the
      manufacture of products sold under or in connection with such Marks, (g) all
      documents that reveal the name and address of all sources of supply of, and
      all
      terms of purchase and delivery for, all materials and components used in the
      production of products sold under or in connection with such Marks, (h) all
      documents constituting or concerning the then current or proposed advertising
      and promotion by such Grantor, their subsidiaries or licensees of products
      sold
      under or in connection with such Marks, including, without limitation, all
      documents that reveal the media used or to be used and the cost for all such
      advertising conducted within the described period or planned for such products,
      (i) renewals and proceeds of any of the foregoing and (j) in each case, all
      goodwill symbolized by such Marks.

     

    “Material
      Adverse Effect”
      means a
      material adverse effect on (a) the business, condition (financial or
      otherwise), operations, performance or properties of the Grantors and their
      Subsidiaries, considered as one enterprise, (b) the rights and remedies
      of
      the Agent and any Investor under any Operative Document or the Purchase
      Agreement or (c) the ability of Grantors to perform their obligations
      under
      any Operative Document or the Purchase Agreement to which they are or are to
      be
      a party; provided,
      however,
      that
“Material
      Adverse Effect”
      shall
      not include any change, circumstance or 

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    condition
      arising out of or attributable to (i) any changes in the Company’s stock price
      or trading volume or a delisting of the Company’s common stock from the American
      Stock Exchange in and of itself; (ii) events, circumstances, changes or effects
      that generally affect the industry in which the Company operates and do not
      affect the Company in a materially disproportionate manner relative to other
      Persons engaged in the same industry; (iii) general economic conditions or
      events, circumstances, changes or effects affecting the United States economy
      generally; or (iv) changes arising from the consummation of the transactions
      contemplated by, or the announcement, of the execution of any of the Operative
      Documents.

     

    “Operative
      Documents”
      means
      this Agreement and the Notes.

     

    “Patents”
      means
      all (a) letters patent, design patents, utility patents, inventions, statutory
      invention registrations, all inventions claimed or disclosed therein and all
      improvements thereto and trade secrets, all patents and patent applications
      in
      the United States Patent and Trademark Office, and interests under patent
      license agreements, including, without limitation, the inventions and
      improvements described and claimed or disclosed therein, (b) licenses pertaining
      to any patent whether such Grantor is licensor or licensee, (c) income,
      royalties, damages and payments now and hereafter due and /or payable under
      and
      with respect thereto, including, without limitation, damages and payments for
      past, present or future infringements, (d) rights to sue for past, present
      and
      future infringements thereof, (e) rights corresponding thereto throughout the
      world in all jurisdictions in which such patents have been issued or applied
      for
      and (f) the reissues, divisions, continuations, renewals, extensions and
      continuations-in-part of any of the foregoing.

     

    “Permitted
      Liens”
      shall
      mean and include: (i) Liens for taxes or other governmental charges
      not at
      the time delinquent or thereafter payable without penalty or being contested
      in
      good faith; (ii) Liens of carriers, warehousemen, mechanics, materialmen,
      vendors, and landlords incurred in the ordinary course of business for sums
      not
      overdue or being contested in good faith; (iii) deposits under workers’
      compensation, unemployment insurance and social security laws or to secure
      the
      performance of bids, tenders, contracts (other than for the repayment of
      borrowed money) or leases, or to secure statutory obligations of surety or
      appeal bonds or to secure indemnity, performance or other similar bonds in
      the
      ordinary course of business; (iv) easements, reservations, rights of
      way,
      restrictions, minor defects or irregularities in title and other similar charges
      or encumbrances affecting real property in a manner not materially or adversely
      affecting the value or use of such property; (v)  Liens in favor of
      the
      Agent, (vi) Liens in favor of Laurus as provided for in the Subordination
      Agreement; (vii)  Liens securing obligations under a capital lease if
      such
      lease is permitted under this Agreement and such Liens do not extend to property
      other than the property leased under such capital lease; (viii) Liens
      upon
      any equipment or other assets acquired or held by the Company or any of its
      subsidiaries to secure the purchase price of such equipment or other assets
      or
      indebtedness incurred solely for the purpose of financing the acquisition of
      such equipment or other assets, so long as such Lien extends only to the
      equipment or other assets financed, and any accessions, replacements,
      substitutions and proceeds (including insurance proceeds) thereof or thereto;
      and (ix) cash collateral securing letters of credit.

     

    “Person”
      shall
      mean and include an individual, a partnership, a corporation (including a
      business trust), a joint stock company, a limited liability company, an
      unincorporated association, a joint venture or other entity or a governmental
      authority.

     

    “Partnership
      Interests”
      means
      the entire partnership interest at any time owned by any Grantor in any Pledged
      Partnership Entity.

     

    “Pledged
      Collateral”
      means
      the Certificates, the Pledged Securities, the Pledged Partnership Interests
      and
      the Pledged Limited Liability Company Interests.

     

    
      
        
        

      

      
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    “Pledged
      Entity”
      means
      each limited liability company set forth in Schedule 3-C
      attached
      hereto, together with any other limited liability company (other than a
      Regulated Entity) in which any Grantor may have an interest at any
      time.

     

    “Pledged
      Limited Liability Company Interests”
      means
      all limited liability company interests (other than in, of or with respect
      to a
      Regulated Entity) held by any Grantor, including, but not limited to those
      limited liability company interests set forth in Schedule 3-C
      attached
      hereto, as such Schedule may be supplemented from time to time in accordance
      with the terms of this Agreement and all capital, limited liability company
      assets, dividends, cash, instruments and other properties from time to time
      received, to be received or otherwise distributed in respect of or in exchange
      for any or all of such interests and all certificates and instruments
      representing or evidencing such other property received, receivable or otherwise
      distributed in respect of or in exchange for any or all thereof.

     

    “Pledge
      Notice”
      shall
      have the meaning ascribed to it in Section 4(b) of this
      Agreement.

     

    “Pledged
      Partnership Entity”
      means
      each partnership interest set forth in Schedule 3-C
      attached
      hereto, together with any other partnership interest (other than in, of or
      with
      respect to a Regulated Entity) in which any Grantor may have an interest at
      any
      time.

     

    “Pledged
      Partnership Interests”
      means
      all interests in any partnership or joint venture held by any Grantor (other
      than in, of or with respect to a Regulated Entity), including, but not limited
      to those partnership interests set forth in Schedule 3-C
      attached
      hereto, as such Schedule may be supplemented from time to time in accordance
      with the terms of this Agreement, and all dividends, cash, instruments and
      other
      properties from time to time received, to be received or otherwise distributed
      in respect of or in exchange for any or all of such interests.

     

    “Pledged
      Securities”
      means
      all shares of capital stock of each issuer in which any Grantor has an interest
      (other than in, of or with respect to a Regulated Entity), including, but not
      limited to those shares of capital stock set forth in Schedule 3-C
      attached
      hereto, as such Schedule may be supplemented from time to time in accordance
      with the terms of this Agreement, and all dividends, cash, instruments and
      other
      properties from time to time received, to be received or otherwise distributed
      in respect of or in exchange for any or all of such shares.

     

    “Regulated
      Entity”
      means
      DSLnet Communications, LLC and DSLnet Communications VA, Inc.

     

    “Subordination
      Agreement”
      shall
      have the meaning ascribed to it in the Recitals to this Agreement.

     

    “Voting
      Interests”
      means
      shares of capital stock issued by a corporation, or equivalent equity interests
      in any other Person, the holders of which are ordinarily, in the absence of
      contingencies, entitled to vote for the election of directors (or persons
      performing similar functions) of such Person, even if the right so to vote
      has
      been suspended by the happening of such a contingency.

     

    2.  Guaranty.

     

    (a)  Each
      Guarantor hereby absolutely, unconditionally and irrevocably guarantees the
      punctual payment when due, whether at scheduled maturity or on any date of
      a
      required prepayment or by acceleration, demand or otherwise, of all obligations
      of the Company now or hereafter existing under or in respect of the Operative
      Documents or the Purchase Agreement (including, without limitation, any
      extensions, modifications, substitutions, amendments or renewals of any or
      all
      of the foregoing obligations), whether direct or indirect, absolute or
      contingent, and whether for principal, interest, 

     

    
      
        
        

      

      
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    premiums,
      fees, indemnities, contract causes of action, costs, expenses or otherwise
      (such
      obligations being the “Guaranteed
      Obligations”),
      and
      agrees to pay any and all reasonable expenses (including, without limitation,
      reasonable fees and expenses of counsel) reasonably incurred by the Agent or
      any
      Investor in enforcing any rights under or in respect of any Operative Document.
      Without limiting the generality of the foregoing, each Guarantor’s liability
      shall extend to all amounts that constitute part of the Guaranteed Obligations
      and would be owed by the Company to any Investor under or in respect of the
      Operative Documents or the Purchase Agreement but for the fact that they are
      unenforceable or not allowable due to the existence of a bankruptcy,
      reorganization or similar proceeding involving the Company.

     

    (b)  Each
      Guarantor, and by its acceptance of this Guaranty, the Agent and each other
      Investor, hereby confirms that it is the intention of all such Persons that
      the
      provisions of this Guaranty and the obligations of each Guarantor hereunder
      not
      constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law
      (as hereinafter defined), the Uniform Fraudulent Conveyance Act, the Uniform
      Fraudulent Transfer Act or any similar foreign, federal or state law to the
      extent applicable to this Guaranty and the obligations of each Guarantor
      hereunder. To effectuate the foregoing intention, the Agent, the other Investors
      and the Guarantors hereby irrevocably agree that the obligations of each
      Guarantor under this Guaranty at any time shall be limited to the maximum amount
      as will result in the obligations of such Guarantor under this Guaranty not
      constituting a fraudulent transfer or conveyance. For purposes hereof,
“Bankruptcy
      Law”
      means
      any proceeding of the type referred to Title 11, U.S. Code, or any similar
      foreign, federal or state law for the relief of debtors.

     

    (c)  Each
      Guarantor hereby unconditionally and irrevocably agrees that in the event any
      payment shall be required to be made to any Investor under this Guaranty or
      any
      other guaranty, such Guarantor will contribute, to the maximum extent permitted
      by law, such amounts to each other Guarantor so as to maximize the aggregate
      amount paid to the Investors under or in respect of the Operative
      Documents.

     

    (d)  Each
      Guarantor guarantees that the Guaranteed Obligations will be paid strictly
      in
      accordance with the terms of the Operative Documents and the Purchase Agreement,
      regardless of any law, regulation or order now or hereafter in effect in any
      jurisdiction affecting any of such terms or the rights of any Investor with
      respect thereto. The obligations of each Guarantor under or in respect of this
      Guaranty are independent of the Guaranteed Obligations or any other obligations
      of any other Guarantor under or in respect of the Operative Documents and the
      Purchase Agreement, and a separate action or actions may be brought and
      prosecuted against each Guarantor to enforce this Guaranty, irrespective of
      whether any action is brought against the Company or any other Guarantor or
      whether the Company or any other Guarantor is joined in any such action or
      actions. The liability of each Guarantor under this Guaranty shall be
      irrevocable, absolute and unconditional irrespective of, and each Guarantor
      hereby irrevocably waives any defenses it may now have or hereafter acquire
      in
      any way relating to, any or all of the following:

     

    (i)  any
      lack
      of validity or enforceability of any Operative Document, the Purchase Agreement
      or any agreement or instrument relating thereto;

     

    (ii)  any
      change in the time, manner or place of payment of, or in any other term of,
      all
      or any of the Guaranteed Obligations or any other obligations of any other
      Guarantor under or in respect of the Operative Documents or the Purchase
      Agreement or any other amendment or waiver of or any consent to departure from
      any Operative Document or the Purchase Agreement including, without limitation,
      any increase in the Guaranteed Obligations resulting from the extension of
      additional credit to the Company or any of its Subsidiaries or
      otherwise;

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (iii)  any
      taking, exchange, release or non-perfection of any Collateral or any other
      collateral, or any taking, release or amendment or waiver of, or consent to
      departure from, any other guaranty, for all or any of the Guaranteed
      Obligations;

     

    (iv)  any
      manner of application of Collateral or any other collateral, or proceeds
      thereof, to all or any of the Guaranteed Obligations, or any manner of sale
      or
      other disposition of any Collateral or any other collateral for all or any
      of
      the Guaranteed Obligations or any other obligations of the Company under or
      in
      respect of the Operative Documents and the Purchase Agreement or any other
      assets of the Company or any of its Subsidiaries;

     

    (v)  any
      change, restructuring or termination of the corporate structure or existence
      of
      the Company or any of its Subsidiaries;

     

    (vi)  any
      failure of any Investor to disclose to any Guarantor any information relating
      to
      the business, condition (financial or otherwise), operations, performance,
      properties or prospects of the Company now or hereafter known to such Investor
      (each Guarantor waiving any duty on the part of the Investors to disclose such
      information);

     

    (vii)  the
      failure of any other Person to execute or deliver this Agreement or any other
      guaranty or agreement or the release or reduction of liability of any Guarantor
      or other guarantor or surety with respect to the Guaranteed Obligations;
      or

     

    (viii)  any
      other
      circumstance (including, without limitation, any statute of limitations) or
      any
      existence of or reliance on any representation by any Investor that might
      otherwise constitute a defense available to, or a discharge of, any Guarantor
      or
      any other guarantor or surety.

     

    This
      Guaranty shall continue to be effective or be reinstated, as the case may be,
      if
      at any time any payment of any of the Guaranteed Obligations is rescinded or
      must otherwise be returned by any Investor or any other Person upon the
      insolvency, bankruptcy or reorganization of the Company or any other Guarantor
      or otherwise, all as though such payment had not been made.

     

    3.  Creation
      of Security Interest.

     

    (a)  Each
      Grantor does hereby grant and pledge to the Agent, for the ratable benefit
      of
      the Investors and the Agent, a security interest in and to, all right, title
      and
      interest of such Grantor in and to all presently existing and hereafter acquired
      Collateral. The security interest hereunder secures the payment and performance
      of all obligations of each Grantor now or hereafter existing under or in respect
      of the Operative Documents and the Purchase Agreement. The security interest
      and
      pledge created by this Section 3 shall continue in effect so long as such
      obligations remain outstanding. Notwithstanding the foregoing, the security
      interests granted herein shall be subject to the terms of the Subordination
      Agreement.

     

    (b)  Each
      Grantor agrees that it will not sell, assign, or otherwise dispose of any of
      the
      Collateral other than (i) cash expenditures not otherwise in violation of the
      Purchase Agreement or the Operative Documents, (ii) sales and leases of customer
      premises equipment in the ordinary course of business, (iii) sales of inventory
      in the ordinary course of business, (iv) sales of worn-out, obsolete or excess
      equipment and (v) the sale of all or substantially all of the assets, or all
      of
      the equity stock, of Grantor, Vector Internet Services, Inc. (“VISI”);
provided
      that
      such sales are made on an arms length basis. Upon the consummation of any of
      such sales or other dispositions, in the manner contemplated by 

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    this
      Section 3(b), the security interest granted herein with respect to such
      Collateral shall be deemed released. In the event of the occurrence of the
      disposition of VISI assets or stock as contemplated by clause (v) above, the
      Agent and the Investors shall, in connection therewith, deliver any pledged
      Collateral of VISI and any releases of liens necessary to consummate such sale
      transaction; provided however, that the Agent, for the ratable benefit of the
      Investors, shall retain a security interest in the net proceeds of the sale
      of
      all or substantially all of the assets and/or equity stock of VISI.

     

    4.  Delivery
      of Pledged Collateral.

     

    (a)  Each
      Certificate shall, within two (2) business days following (i) the Closing
      Date (with respect to Certificates existing on the Closing Date) and
      (ii) the day on which such Certificate shall be received or acquired
      by a
      Grantor (with respect to any Certificate received or acquired after the Closing
      Date), be delivered to and held by or on behalf of the Agent, and shall be
      in
      suitable form for transfer by delivery, or shall be accompanied by duly executed
      undated endorsements, instruments of transfer or assignment in blank, all in
      form and substance reasonably satisfactory to the Agent. 

     

    (b)  With
      respect to each uncertificated Limited Liability Company Interest and each
      uncertificated Partnership Interest, on (i) the Closing Date (with respect
      such Limited Liability Company Interests and such Partnership Interests existing
      on such date) and (ii) the day on which any such Limited Liability Company
      Interest and any such Partnership Interest shall be acquired by a Grantor (with
      respect to such Limited Liability Company Interests and such Partnership
      Interests acquired after the Closing Date), a notice in the form set forth
      in
      Exhibit A-1 attached hereto (the “Pledge
      Notice”)
      shall
      be appropriately completed and delivered to each Pledged Entity and each Pledged
      Partnership Entity, notifying each Pledged Entity and each Pledged Partnership
      Entity of the existence of this Agreement, a copy of this Agreement shall be
      delivered by the Grantor to the relevant Pledged Entity and relevant Pledged
      Partnership Entity, and such Grantor shall have received and delivered to the
      Agent a copy of such Pledge Notice, along with an acknowledgment in the form
      set
      forth in Exhibit A-2 attached hereto (the “Issuer
      Acknowledgment”),
      duly
      executed by the relevant Pledged Entity.

     

    (c)  The
      Agent
      shall have the right, during the existence of an Event of Default, without
      notice to any of the Grantors, in connection with a commercially reasonable
      foreclosure sale, to transfer to, or to direct the applicable Grantor or any
      nominee of such Grantor to register or cause to be registered in the name of,
      the Agent or any of its nominees any or all of the Pledged Securities, Pledged
      Partnership Interests or Pledged Limited Liability Company Interests. In
      addition, the Agent, in furtherance of any action referenced in the previous
      sentence, shall have the right at any time to exchange certificates or
      instruments representing or evidencing Pledged Securities for certificates
      or
      instruments of smaller or larger denominations.

     

    5.  Appointment
      of the Agent. 

     

    (a)  Authorization
      and Action.
      Each
      Investor hereby appoints and authorizes the Agent to take such action as agent
      on its behalf and to exercise such powers and discretion under this Agreement
      and the other Operative Documents as are delegated to the Agent by the terms
      hereof and thereof, together with such powers and discretion as are reasonably
      incidental thereto and the Agent hereby accepts such appointment. As to any
      matters not expressly provided for by the Operative Documents, the Agent shall
      not be required to exercise any discretion or take any action, but shall be
      required to act or to refrain from acting (and shall be fully protected in
      so
      acting or refraining from acting) upon the instructions of the Majority
      Investors, and such instructions shall be binding upon all Investors;
provided,
      however,
      that the
      Agent shall not be required to take any action that exposes the Agent to
      personal liability or that is contrary to this Agreement, the other Operative
      Documents, the Purchase 

     

    
      
        
        

      

      
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    Agreement
      or applicable law. The Agent agrees to give to each Investor prompt notice
      of
      each notice given to it by any Grantor pursuant to the terms of the Operative
      Documents and the Purchase Agreement.

     

    (b)  Agent’s
      Reliance, Etc.
      With
      respect to the services to be provided by the Agent,, neither the Agent nor
      any
      of its respective directors, officers, agents or employees shall be liable
      for
      any action taken or omitted to be taken by it or them under or in connection
      with the Operative Documents, except for its or their own gross negligence
      or
      willful misconduct. Without limitation of the generality of the foregoing,
      the
      Agent: (i) may consult with legal counsel (including counsel for any
      Grantor), independent public accountants and other experts selected by it and
      shall not be liable for any action taken or omitted to be taken in good faith
      by
      it in accordance with the advice of such counsel, accountants or experts;
      (ii) makes no warranty or representation to any Investor and shall not
      be
      responsible to any Investor for any statements, warranties or representations
      (whether written or oral) made in or in connection with the Operative Documents
      or the Purchase Agreement; (iii) shall not have any duty to ascertain
      or to
      inquire as to the performance or observance of any of the terms, covenants
      or
      conditions of any Operative Document on the part of any Grantor or to inspect
      the property (including the books and records) of any Grantor; (iv) shall
      not be responsible to any Grantor for the due execution, legality, validity,
      enforceability, genuineness, sufficiency or value of, or the perfection or
      priority of any lien or security interest created or purported to be created
      under or in connection with, any Operative Document, the Purchase Agreement
      or
      any other instrument or document furnished pursuant thereto; and (v) shall
      incur no liability under or in respect of any Operative Document or the Purchase
      Agreement by acting upon any notice, consent, certificate or other instrument
      or
      writing (which may be by telegram, telecopy or telex) believed by it to be
      genuine and signed or sent by
      the
      proper party or parties.

     

    (c)  With
      respect to the Note issued to Agent in its capacity as an Investor, Agent shall
      have the same rights and powers under the Operative Documents and the Purchase
      Agreement as any other Investor and may exercise the same as though it were
      not
      the Agent; and the term “Investors”
      shall,
      unless otherwise expressly indicated, include the Agent in its individual
      capacity as an Investor.

     

    (d)  Investors
      Credit Decision.
      Each
      Investor acknowledges that it has, independently and without reliance upon
      the
      Agent or any other Investor and based on the financial information and such
      other documents and information as it has deemed appropriate, made its own
      credit analysis and decision to enter into the Operative Documents and the
      Purchase Agreement. Each Investor also acknowledges that it will, independently
      and without reliance upon the Agent or any other Investor and based on such
      documents and information as it shall deem appropriate at the time, continue
      to
      make its own credit decisions in taking or not taking action under the Operative
      Documents and the Purchase Agreement.

     

    (e)  Successor
      Agents.
      The
      Agent may resign at any time by giving written notice thereof to the Investors
      and the Grantors. Upon any such resignation, the Majority Investors shall have
      the right to appoint a successor Agent. If no successor Agent shall have been
      so
      appointed by the Majority Investors, and shall have accepted such appointment,
      within 30 days after the retiring Agent’s giving of notice of resignation, then
      the retiring Agent may, on behalf of the Investors, appoint a successor Agent,
      which shall be a commercial bank organized under the laws of the United States
      or of any State thereof and having a combined capital and surplus of at least
      $250,000,000. Upon the acceptance of any appointment as the Agent hereunder
      by a
      successor Agent and, upon the execution and filing or recording of such
      financing statements, or amendments thereto, and such other instruments or
      notices, as may be necessary or desirable, or as the Majority Investors may
      request, in order to continue the perfection of the Liens granted or purported
      to be granted by this Agreement and the other Operative Documents, such
      successor Agent shall succeed to and become vested with all the rights, powers,
      discretion, privileges and duties of the retiring Agent, and the retiring Agent
      shall be discharged from its duties and obligations under the Operative
      Documents. If within 45 days after written notice is given of 

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    the
      retiring Agent’s resignation under this Section 5(e) no successor Agent shall
      have been appointed and shall have accepted such appointment, then on such
      45th
      day (a) the retiring Agent’s resignation shall become effective,
      (b) the retiring Agent shall thereupon be discharged from its duties
      and
      obligations under the Operative Documents and (c) the Majority Investors
      shall thereafter perform all duties of the retiring Agent under the Operative
      Documents until such time, if any, as the Majority Investors appoint a successor
      Agent as provided above. After any retiring Agent’s resignation hereunder as the
      Agent shall have become effective, the provisions of this Section 5(e) shall
      inure to its benefit as to any actions taken or omitted to be taken by it while
      it was the Agent under this Agreement.

     

    (f)  Agent's
      Rights Regarding Collateral.
      At any
      time and from time to time, the Agent may, to the extent necessary or desirable
      to protect the security hereunder, but the Agent shall not be obligated to:
      (a) (whether or not an Event of Default has occurred) itself or through
      its
      representatives, at its own expense (which shall be payable by Grantors under
      Section 19), upon reasonable prior notice and at such reasonable times during
      usual business hours, visit and inspect any of the Grantors' properties and
      examine and make abstracts from any of its books and records at any reasonable
      time and as often as may reasonably be desired and discuss the business,
      operations, properties and financial and other condition of any of the Grantors
      with officers of such Grantors and with their accountants or (b) if
      an
      Event of Default has occurred and is continuing, at the expense of the Grantors,
      perform any obligation of any of the Grantors under this Agreement. At any
      time
      and from time to time after an Event of Default has occurred and is continuing,
      at the expense of the Grantors, the Agent may, to the extent necessary or
      desirable to protect the security hereunder, but the Agent shall not be
      obligated to: (i) notify obligors of the Collateral that the Collateral
      has
      been pledged as security to the Agent; (ii) request from obligors of the
      Collateral, in the name of the applicable Grantor or in the name of the Agent,
      information concerning the Collateral and the amounts owing thereon; and
      (iii) direct obligors under the contracts included in the Collateral
      to
      direct their performance to the Agent. Each Grantor shall keep proper books
      and
      records and accounts in which full, true and correct entries in conformity
      with
      GAAP and all applicable laws (including, without limitation, all applicable
      regulations, rules and orders) shall be made of all material dealings and
      transactions pertaining to the Collateral owned by it. The Agent shall at all
      reasonable times on reasonable prior notice have full access to and the right
      to
      audit any and all of Grantors' books and records pertaining to the Collateral,
      and to confirm and verify the value of the Collateral. The Agent shall not
      be
      under any duty or obligation whatsoever to take any action to preserve any
      rights of or against any prior or other parties in connection with the
      Collateral, to exercise any voting rights or managerial rights with respect
      to
      any Collateral or to make or give any presentments for payment, demands for
      performance, notices of non-performance, protests, notices of protest, notices
      of dishonor or notices of any other nature whatsoever in connection with the
      Collateral or the Notes. The Agent shall not be under any duty or obligation
      whatsoever to take any action to protect or preserve the Collateral or any
      rights of the Grantors therein, or to make collections or enforce payment
      thereon, or to participate in any foreclosure or other proceeding in connection
      therewith. Nothing contained herein or in any consent shall constitute an
      assumption by the Agent of any of the Grantors' obligations under the contracts
      assigned hereunder unless the Agent shall have given written notice to the
      counterpart to such assigned contract of the Agent's intention to assume such
      contract. Each Grantor shall continue to be liable for performance of its
      obligations under such contracts.

     

    (g)  Possession
      of Collateral by the Agent.
      All the
      Collateral now, heretofore or hereafter delivered to the Agent shall be held
      by
      the Agent in its possession, custody and control. During the existence of an
      Event of Default, whenever any of the Collateral is in Agent's possession,
      custody or control, the Agent may use, operate and consume the Collateral,
      whether for the purpose of preserving and/or protecting the Collateral, or
      for
      the purpose of performing any of the Grantors’ obligations with respect thereto,
      or otherwise so long as consistent with the Operative Documents or transactions
      contemplated thereby. The Agent may at any time deliver or redeliver the
      Collateral or any part thereof to the Grantors, and the receipt of any of the
      same by the Grantors shall be complete and full acquittance 

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    for
      the
      Collateral so delivered, and the Agent thereafter shall be discharged from
      any
      liability or responsibility arising after such delivery to the Grantors. The
      Agent shall have no liability for any loss of or damage to any Collateral not
      in
      the Agent’s possession, and in no event shall the Agent have liability for any
      diminution in value of Collateral occasioned by economic or market conditions
      or
      events. The Agent shall be deemed to have exercised reasonable care in the
      custody and preservation of any Collateral in its possession, if such Collateral
      is accorded treatment substantially equal to that which it accords its own
      property.

     

    (h)  Agent
      Appointed Attorney-in-Fact.
      To the
      full extent permitted by applicable law, each Grantor hereby irrevocably
      appoints the Agent as such Grantor's attorney-in-fact, with full authority
      in
      the place and stead of such Grantor, and in the name of such Grantor, or
      otherwise, from time to time, in the Agent's sole and absolute discretion to
      do
      any of the following acts or things during the existence of an Event of Default:
      (a) to do all acts and things and to execute all documents necessary
      or
      advisable to perfect and continue the perfection of the security interests
      created by this Agreement and to preserve, maintain and protect the Collateral,
      including, without limitation, to obtain and adjust insurance required to be
      paid to the Agent pursuant to Section 17; (b) to do any and every act
      that
      such Grantor is obligated to do under this Agreement, including, without
      limitation, to ask for, demand, collect, sue for, recover, compromise, receive
      and give acquittance and receipts for moneys due and to become due under or
      in
      respect of any of the Collateral; (c) to prepare, sign, file and record,
      in
      such Grantor's name, any financing statement covering the Collateral;
      (d) to endorse and transfer the Collateral upon foreclosure by the Agent;
      (e)  to file any claims or take any action or institute any proceedings
      that the Agent may deem necessary or desirable for the collection of any of
      the
      Collateral or the protection or enforcement of any of the rights of the Agent
      with respect to any of the Collateral; and (f) to receive, indorse, and collect
      any draft or other instruments, documents and chattel paper, in connection
      with
      any of the foregoing; provided,
      however,
      that
      the Agent shall be under no obligation whatsoever to take any of the foregoing
      actions, and the Agent shall have no liability or responsibility for any act
      or
      omission (other than the Agent's own gross negligence or willful misconduct)
      taken with respect thereto. 

     

    6.  Payments
      and Computations.

     

    (a)  Each
      payment or prepayment of principal or interest on the Notes shall be allocated
      pro rata among the Investors in proportion, as nearly as practicable, to the
      respective unpaid principal amounts thereof.

     

    (b)  The
      Company will not directly or indirectly pay or cause to be paid any
      remuneration, whether by way of supplemental or additional interest, fee or
      otherwise, or grant any security, to any Investor as consideration for or as
      an
      inducement to the entering into by any Investor of any waiver of amendment
      of
      any of the terms and provisions hereof unless such remuneration is concurrently
      paid, or security is concurrently granted, on the same terms, ratably to all
      Investors then outstanding even if such Investor did not consent to such waiver
      or amendment, so long as such waiver or amendment was consented to by the
      requisite Investors.

     

    7.  Sharing
      of Payments, Etc.

     

    If
      any
      Investor shall obtain at any time any payment (whether voluntary, involuntary,
      through the exercise of any right of set-off, or otherwise), on account
      of
      the obligations to such Investor under and in respect of the Notes at such
      time
      in excess of its ratable share of payments on account of the obligations to
      all
      Investors under and in respect of the Notes at such time obtained by all the
      Investors at such time, such Investor shall forthwith purchase from the other
      Investors such interests or participating interests in the obligations due
      and
      payable or owing to them, as the case may be, as shall be necessary to cause
      such purchasing Investor to share the excess payment ratably with each of them;
      provided,
      however,
      that if
      all or any portion of such excess payment is thereafter recovered from such
      purchasing Investor, such purchase from each other Investor shall be rescinded
      and such other 

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    Investor
      shall repay to the purchasing Investor the purchase price to the extent of
      such
      Investor’s ratable share of such recovery together with an amount equal to such
      Investor’s ratable share of any interest or other amount paid or payable by the
      purchasing Investor in respect of the total amount so recovered. The Company
      agrees that any Investor so purchasing an interest or participating interest
      from another Investor pursuant to this Section 7 may, to the fullest extent
      permitted by law, exercise all its rights of payment (including the right of
      set-off) with respect to such interest or participating interest, as the case
      may be, as fully as if such Investor were the direct creditor of the Company
      in
      the amount of such interest or participating interest, as the case may
      be.

     

    8.  Further
      Assurances.

     

    (a)  At
      any
      time and from time to time at the reasonable written request of the Agent,
      each
      Grantor shall promptly execute and deliver to the Agent, at such Grantor's
      expense, all such financing statements and other instruments, certificates
      and
      documents (including account control agreements) in form and substance
      reasonably satisfactory to the Agent, and perform all such other acts as shall
      be necessary or reasonably desirable to fully perfect or protect or maintain,
      when filed, recorded, delivered or performed, the Agent's security interests
      granted pursuant to this Agreement or to enable the Agent to exercise and
      enforce its rights and remedies hereunder with respect to any Collateral.
      Without limiting the generality of the foregoing, each Grantor shall: (i) at
      the
      request of the Agent, mark conspicuously each document included in the Inventory
      and each chattel paper relating to the Receivables, each Related Contract,
      and
      all instruments and other documents and each of its records pertaining to the
      Collateral with a legend, in form and substance satisfactory to the Agent,
      indicating that such document, chattel paper, Related Contract, instrument
      or
      Collateral is subject to the security interest granted hereby, (ii) at the
      request of the Agent, if any account or contract or other writing relating
      thereto shall be evidenced by a promissory note or other instrument, deliver
      and
      pledge to the Agent hereunder, such note or other instrument duly endorsed
      and
      accompanied by duly executed undated instruments of transfer or assignment,
      all
      in form and substance reasonably satisfactory to the Agent; (iii) execute or
      authenticate and file such financing or continuation statements, or amendments
      thereto, and such other instruments or notices, as may be necessary or
      desirable, or as the Agent may reasonably request, in order to perfect and
      preserve, with the required priority, the security interests granted, or
      purported to be granted hereby, (iv) upon any Grantor’s registration or
      application of any copyright under the Copyright Act, execute and deliver
      promptly and in any event, within 5 days of registration or application, to
      the
      Agent for recordation and filing in the United States Copyright Office a Grant
      of Security Interest, in the form of Exhibit B attached hereto, (v) upon any
      Grantor’s registration or application of any Patent or Mark, execute and deliver
      promptly and in any event, with 5 days of registration or application, to the
      Agent for recordation and filing in the United States Patent and Trademark
      Office a Grant of Security Interest, in the form of Exhibit B attached hereto,
      (vi) with respect to any license or agreement in which any Grantor now has
      or
      hereafter acquires an interest which by its terms prohibits assignment, upon
      the
      Agent’s request such Grantor will use its commercially reasonable efforts to
      procure the consent of the counterpart party thereto, (vii) deliver and pledge
      to the Agent, certificates representing Pledged Securities, accompanied by
      undated stock powers executed in blank, and (viii) take all action necessary
      to
      ensure that the Agent has control of Collateral consisting of deposit accounts,
      electronic chattel paper, investment property, letter-of-credit rights and
      transferable records as provided in Sections 9-104, 9-105, 9-106 and 9-107
      of
      the UCC and in Section 16 of UETA.

     

    (b)  Each
      Grantor hereby authorizes the Agent to file one or more financing or
      continuation statements, and amendments thereto (including, without limitation,
      one or more financing statements indicating that such financing statement covers
      all assets or all property (or words of similar effect) of such Grantor),
      relative to the Collateral (or any part thereof), in each case without the
      signature of such Grantor (and regardless of whether any particular asset
      described in such financing statements falls within the scope of the UCC or
      the
      granting clause of this Agreement) where permitted by law. A 

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    carbon,
      photographic or other reproduction of this Agreement or any financing statement
      covering the Collateral or any part thereof shall be sufficient as a financing
      statement where permitted by law.

     

    (c)  With
      respect to any Collateral consisting of securities, instruments, partnership
      or
      joint venture interests, limited liability company interests, or the like,
      each
      Grantor hereby consents and agrees that, during the existence of an Event of
      Default, the issuers of, or obligors on, any such Collateral, or any registrar
      or transfer agent or trustee for any such Collateral, shall be entitled to
      accept the provisions of this Agreement as conclusive evidence of the right
      of
      the Agent to effect any transfer or exercise any right hereunder or with respect
      to any such Collateral subject to the terms hereof,
      notwithstanding
      any other notice or direction to the contrary heretofore or hereafter given
      by
      any Grantor or any other Person to such issuers or such obligors or to any
      such
      registrar or transfer agent or trustee.

     

    (d)  At
      any
      time and from time to time, the Agent shall be entitled to file and/or record
      any instruments and documents held by it and any or all such further documents
      and instruments, relative to the Collateral or any part thereof in each
      instance, and to take all such other actions as the Agent may reasonably deem
      appropriate or necessary to perfect and to maintain perfected the security
      interests granted herein.

     

    9.  Voting
      Rights; Dividends; Etc. 
      So
      long
      as no Event of Default shall have occurred and be continuing:

     

    (a)  Voting
      Rights.
      Each
      Grantor shall be entitled to exercise any and all voting and other consensual
      rights pertaining to its Pledged Securities, its Pledged Partnership Interests
      and its Pledged Limited Liability Company Interests, or any part thereof, for
      any purpose not inconsistent with the terms of this Agreement, the Purchase
      Agreement or the other Operative Documents; provided,
      however,
      that
      each Grantor shall not exercise, or shall refrain from exercising, any such
      right if it would result in an Event of Default.

     

    (b)  Dividend
      and Distribution Rights.
      Subject
      to the terms of the Purchase Agreement, each Grantor shall be entitled to
      receive and to retain and use any and all dividends, interest or distributions
      paid in respect of its Pledged Securities, its Pledged Partnership Interests
      or
      its Pledged Limited Liability Company Interests; provided,
      however,
      that
      any and all:

     

    (i)  non-cash
      dividends or distributions in the form of capital stock, certificated limited
      liability company interests, instruments or other property received, receivable
      or otherwise distributed in respect of, or in exchange for, any Pledged
      Securities, Pledged Partnership Interests, Pledged Limited Liability Company
      Interests,

     

    (ii)  dividends
      and other distributions paid or payable in cash in respect of any Pledged
      Securities, Pledged Partnership Interests or Pledged Limited Liability Company
      Interests in connection with a partial or total liquidation or dissolution
      or in
      connection with a reduction of capital, capital surplus or paid-in-surplus,
      and

     

    (iii)  cash
      paid, payable or otherwise distributed in redemption of, or in exchange for,
      any
      Pledged Securities, Pledged Partnership Interests or Pledged Limited Liability
      Company Interests,

     

    shall,
      except as otherwise provided for in the Operative Documents, be forthwith
      delivered to the Agent, in the case of (i) above, to be held as Collateral
      and shall, if received by such Grantor, be received in trust for the benefit
      of
      the Agent, be segregated from the other property of such Grantor and forthwith
      be 

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    delivered
      to the Agent as Collateral in the same form as so received (with any necessary
      endorsements), and in the case of (ii) and (iii) above, to be
      held as
      Collateral.

     

    10.  Rights
      as to Pledged Collateral During Event of Default. 
      When
      an
      Event of Default has occurred and is continuing:

     

    (a)  Voting,
      Dividend and Distribution Rights.
      Upon
      notice from the Agent to the Grantors, all rights of each Grantor to exercise
      the voting and other consensual rights which it would otherwise be entitled
      to
      exercise pursuant to Section 9(a) above, and to receive the dividends and
      distributions which it would otherwise be authorized to receive and retain
      pursuant to Section 9(b) above, shall cease, and all such rights shall thereupon
      become vested in the Agent who shall thereupon have the sole right to exercise
      such voting and other consensual rights and to receive and to hold as Pledged
      Collateral such dividends and distributions during the continuance of such
      Event
      of Default.

     

    (b)  Dividends
      and Distributions Held in Trust.
      All
      dividends and other distributions which are received by any Grantor contrary
      to
      the provisions of Section 10(a) of this Agreement shall be received in trust
      for
      the benefit of the Agent, shall be segregated from other funds of such Grantor
      and forthwith shall be paid over to the Agent as Collateral in the same form
      as
      so received (with any necessary endorsements).

     

    11.  Irrevocable
      Proxy. 
      Each
      Grantor hereby revokes all previous proxies with regard to its Pledged
      Securities, its Pledged Partnership Interests and its Pledged Limited Liability
      Company Interests and, appoints the Agent as its respective proxyholder to
      (a) attend and vote at any and all meetings of the shareholders of the
      corporation(s) which issued the Pledged Securities, and any adjournments
      thereof, held on or after the date of the giving of this proxy and prior to
      the
      termination of this proxy and to execute any and all written consents of
      shareholders of such corporation(s) executed on or after the date of the giving
      of this proxy and prior to the termination of this proxy, with the same effect
      as if such Grantor had personally attended the meetings or had personally voted
      its shares or had personally signed the written consents, waivers or
      ratification, and (b) to attend and vote at any and all meetings of
      the
      members of the Pledged Entities or partners of the Pledged Partnership Entities
      (whether or not such Pledged Limited Liability Company Interests or Pledged
      Partnership Interests are transferred into the name of the Agent), and any
      adjournments thereof, held on or after the date of the giving of this proxy
      and
      to execute any and all written consents, waivers and ratifications of the
      Pledged Entities or Pledged Partnership Entities executed on or after the date
      of the giving of this proxy and prior to the termination of this proxy with
      the
      same effect as if such Grantor had personally attended the meetings or had
      personally voted on their respective Limited Liability Company Interests or
      Partnership Interests or had personally signed the consents, waivers or
      ratifications; provided,
      however,
      that
      the Agent as proxyholder shall have rights hereunder only during the existence
      of an Event of Default. Each Grantor hereby authorizes the Agent to substitute
      another Person (which Person shall be a successor to the rights of the Agent
      hereunder, a nominee appointed by the Agent to serve as proxyholder, or
      otherwise as approved by such Grantor in writing, such approval not to be
      unreasonably withheld) as the proxyholder and, during the existence of any
      Event
      of Default, hereby authorizes and directs the proxyholder to file this proxy
      and
      the substitution instrument with the secretary of the appropriate corporation.
      This proxy is coupled with an interest and is irrevocable until such time as
      all
      outstanding principal and interest on the Notes have been indefeasibly paid
      in
      full.

     

    12.  The
      Grantors' Representations and Warranties. 
      Each
      Grantor represents and warrants as follows:

     

    (a)  (i)
      Such
      Grantor’s exact legal name, as defined in Section 9-503(a) of the UCC, is
      correctly set forth on Schedule
      3-A
      hereto;
      (ii) the locations listed on the Schedule
      3-A
      constitute all 

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    locations
      at which Collateral owned by such Grantor is located; (iii) the chief
      executive office of such Grantor, where such Grantor keeps its records
      concerning the Collateral, is located at the address set forth for such Grantor
      on Schedule
      3-D;
      (iv) such Grantor has exclusive possession and control of the Collateral
      owned by such Grantor and (v) such Grantor has only the Deposit Accounts and
      Investment Accounts listed on Schedule
      3-B,
      and
      (vi) such Grantor has no registered Patents or Copyrights or pending Patent
      or
      Copyright applications with the US Office of Patents and Trademarks or the
      US
      office of Copyrights.

     

    (b)  Such
      Grantor conducts business only under its own name and the trade names listed
      on
Schedule
      3-E.
      

     

    (c)  Such
      Grantor is the legal and beneficial owner of the Collateral owned by such
      Grantor free and clear of all Liens, claims, options or rights of others except
      for the security interest created under this Agreement and for Permitted Liens.
      Such Grantor has the power, authority and legal right to grant the security
      interests in such Collateral purported to be granted hereby, and to execute,
      deliver and perform this Agreement. The pledge of such Collateral pursuant
      to
      the Agreement creates a valid security interest in such Collateral (subject
      to
      any Permitted Liens), and upon the timely filing of UCC-1 financing statements
      in the jurisdictions listed in Schedule
      3-A attached
      hereto, the execution and delivery of control agreement with the banks listed
      on
Schedule
      3-B
      attached
      hereto, and the Agents taking possession of and/or making all necessary filings
      to perfect a security interest in any portion of the collateral for which
      perfection may not be obtained by the filing of UCC-1 financing statements
      and/or the execution and delivery of control agreements, such security interest
      will be a first priority security interest (except for Permitted Liens).


     

    (d)  
      Subject
      to the prior rights of Laurus, Grantor will within 30 days following the Closing
      Date negotiate and execute with the banks identified on Schedule
      3-B
      attached
      hereto standard account control agreements in favor of the Agent over Grantor’s
      depository accounts with such banks. 

     

    (e)  No
      consent of any Person, including, without limitation, any partner in a
      partnership with respect to which such Grantor has pledged its interests as
      a
      Pledged Partnership Interest or any member in a Pledged Entity, or any lessor
      or
      warehouseman of any premises or warehouse upon or in which equipment and
      inventory is located is required for the pledge by such Grantor of the
      Collateral owned by such Grantor.

     

    (f)  The
      Pledged Securities described on Schedule 3-C
      attached
      hereto constitute (i) all of the shares of capital stock of any Person,
      other than a Regulated Entity, owned by such Grantor and (ii) that
      percentage of the issued and outstanding shares of the respective issuers
      thereof indicated on Schedule 3-C
      attached
      hereto, and there is no other class of shares issued and outstanding of the
      respective issuers thereof except as set forth on Schedule 3-C
      attached
      hereto. The Pledged Limited Liability Company Interests described on
Schedule 3-C
      attached
      hereto constitute all of the Limited Liability Company Interests other than
      in,
      of or with respect to Regulated Entities of each Grantor and such Grantor's
      percentage interest in each such Pledged Entity is as set forth on Schedule 3-C
      attached
      hereto.

     

    (g)  No
      authorization, approval or other action by, and no notice to or filing with,
      any
      governmental authority or regulatory body or any third party (other than such
      authorizations, approvals and other actions as have already been taken and
      are
      in full force and effect) is required (A) for the pledge of the Collateral
      or the grant of the security interest in the Collateral by any of the Grantors
      hereby or for the execution, delivery or performance of this Agreement by any
      of
      the Grantors, (B) for the exercise by the Agent of the voting rights
      in the
      Pledged Securities, the Pledged Partnership Interest or the Pledged Limited
      Liability Company Interests or of any other rights or remedies in respect of
      the
      Collateral 

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    hereunder
      except as may be required in connection with any disposition of Collateral
      consisting of securities by laws affecting the offering and sale of securities
      generally or (C) the perfection or maintenance of the security interest created
      hereunder (including the first priority nature of such security interest (except
      for Permitted Liens), except for the filing of financing and continuation
      statements under the UCC, which financing statements have been delivered to
      the
      Agent in proper form for filing, the agreements granting security interests
      in
      the Marks granted hereunder in the U.S. Patent and Trade Mark Office, which
      agreements have been delivered to the Agent in proper form for filing and the
      actions described in Section 3 with respect to Pledged
      Securities.

     

    13.  Grantors'
      Covenants. 
      In
      addition to the other covenants and agreements set forth herein, in the other
      Operative Documents and the Purchase Agreement, each Grantor covenants and
      agrees as follows:

     

    (a)  Such
      Grantor will pay, prior to delinquency, all taxes, charges, Liens and
      assessments against the Collateral owned by it, except those with respect to
      which the amount or validity is being contested in good faith by appropriate
      proceedings and with respect to which reserves in conformity with GAAP have
      been
      provided on the books of such Grantor and except those which could not
      reasonably be expected to have a Material Adverse Effect.

     

    (b)  The
      Collateral owned by it will not be used in violation of any material law,
      regulation or ordinance or any applicable laws (including, without limitation,
      all applicable regulations, rules and orders), nor used in any way that will
      void or impair any insurance required to be carried in connection
      therewith.

     

    (c)  The
      Inventory produced or distributed by such Grantor will be produced in compliance
      with all requirements of applicable law, including, without limitation, the
      Fair
      Labor Standards Act.

     

    (d)  Such
      Grantor will keep the tangible Collateral owned by it in reasonably good repair,
      working order and operating condition (normal wear and tear excluded), and
      from
      time to time make all necessary and proper repairs, renewals, replacements,
      additions and improvements thereto and, as appropriate and applicable, will
      otherwise deal with the Collateral in all such ways as are considered customary
      practice by owners of like property.

     

    (e)  Such
      Grantor will take all reasonable steps to preserve and protect the Collateral
      owned by it except where the failure to do so could not reasonably be expected
      to have a Material Adverse Effect.

     

    (f)  Such
      Grantor will maintain all insurance coverage required pursuant to the terms
      of
      this Agreement.

     

    (g)  Such
      Grantor will promptly notify the Agent in writing in the event of any material
      damage to the Collateral from owned by it any source whatsoever which could
      reasonably be expected to have a Material Adverse Effect.

     

    (h)  Such
      Grantor will not (i), except for equipment located at such Grantor’s
      customer’s premises in the ordinary course of business, establish any location
      of Collateral owned by it not listed in Schedule
      3-A,
      (ii) move its principal place of business, chief executive offices or
      any
      other office listed in Schedule
      3-D,
      (iii) change its jurisdiction of incorporation or organization, or (iv)
      adopt, use or conduct business under any trade name or other corporate or
      fictitious name not disclosed in Schedule
      3-E,
      except
      upon not less than 30 days prior written notice to the Agent and such Grantor's
      prior 

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    compliance
      with all applicable requirements of Section 4 hereof necessary to perfect
      the Agent's security interest hereunder.

     

    (i)  Such
      Grantor shall cause all of its equipment constituting Collateral owned by it
      to
      be operated in accordance with any applicable manufacturer's manuals or
      instructions and the requirements of its insurance policies. Such Grantor,
      at
      its expense, shall maintain such equipment in good condition, reasonable wear
      and tear excepted, and will comply with all laws, ordinances and regulations
      to
      which the use and operation of such equipment may be or become subject. Such
      obligation shall extend to repair and replacement of any partial loss or damage
      to such equipment, regardless of the cause. All parts furnished in connection
      with such maintenance or repair shall immediately become part of such equipment.
      All such maintenance, repair and replacement services shall be promptly paid
      for
      and discharged by such Grantor with the result that no lien will attach to
      such
      equipment. Only qualified personnel of such Grantor or qualified contract
      personnel shall operate such equipment. Such equipment shall be used only for
      the purposes for which it was designed. 

     

    (j) Such
      Grantor shall comply in all material respects, with the terms and conditions
      of
      all material agreements, commitments or instruments to which such Grantor is
      a
      party or by which it is bound. Such Grantor shall duly comply in all material
      respects, with any applicable laws, ordinances, rules and regulations of any
      foreign, federal, state or local government or any agency thereof having proper
      jurisdiction over it, or any applicable writ, order or decree, and conform
      in
      all material respects, to all valid requirements of governmental authorities
      relating to the conduct of its business, properties or assets. 

     

    (k) Such
      Grantor shall maintain in all material respects, all necessary franchises,
      permits, licenses and other rights and privileges from governmental authorities
      necessary to permit it to own its property and to conduct its business as now
      being conducted or as currently proposed to be conducted by it.

     

    (l)
      Promptly after any declaration of a dividend payment or any other distribution
      with respect to its capital stock, the Company shall provide written notice
      thereof to the Agent.

     

    14.  Marks.

     

    (a)  Royalties.
      Each
      Grantor hereby agrees that any rights granted hereunder to the Agent with
      respect to Marks shall be applicable to all jurisdictions in which such Grantor
      has the right to use such Marks, from time to time, and without any liability
      for royalties or other related charges from the Agent to Grantors.

     

    (b)  Restrictions
      on Future Agreements.
      Each
      Grantor will not, except in accordance with its standard commercial practices,
      abandon any Mark in which such Grantor now owns or hereafter acquires any rights
      or interests if such abandonment could reasonably be expected to have a Material
      Adverse Effect or enter into any agreement, including, without limitation,
      any
      license agreement, which is inconsistent with such Grantor’s obligations under
      this Agreement, if such actions could reasonably be expected to have a Material
      Adverse Effect. Each Grantor further agrees that it will not take any action,
      or
      permit any action to be taken by others subject to its control, including
      licensees, or fail to take any action which would customarily be taken by a
      Person in the same business and in similar circumstances as such Grantor, which
      could reasonably be expected to have a Material Adverse Effect.

     

    (c)  Duties
      of Grantors.
      In
      accordance with its standard commercial practices, each Grantor shall have
      the
      duty to (i) prosecute diligently any trademark application pending as of the
      date hereof or thereafter until the Notes shall have been indefeasibly paid
      in
      full, (ii) file and prosecute 

     

    
      
        
        

      

      
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    opposition
      and cancellation proceedings if the failure to do so could reasonably be
      expected to have a Material Adverse Effect and (iii) take all reasonable action
      necessary in such Grantor’s reasonable business judgment consistent with past
      practices to preserve and maintain all rights in applications for registrations
      of the Marks unless the failure so to do could not reasonably be expected to
      have a Material Adverse Effect. Any expenses incurred in connection with the
      foregoing applications shall be borne by Grantors. Each Grantor shall not
      abandon any right to a Mark application except in accordance with its standard
      commercial practices if such abandonment could reasonably be expected to have
      a
      Material Adverse Effect. Each Grantor shall give proper statutory notice in
      connection with its use of each of the Marks to the extent necessary for the
      protection of each of the Marks. Grantors shall notify the Agent of any suits
      it
      commences to enforce the Marks and shall provide the Agent with copies of any
      documents reasonably requested by the Agent relating to such suits.

     

    15.  Collections
      on the Collateral. 
      Each
      Grantor shall have the right to use and to continue to make collections on
      and
      receive dividends and other proceeds of all of the Collateral in the ordinary
      course of business so long as no Event of Default shall have occurred and be
      continuing. Upon the occurrence and during the continuance of an Event of
      Default, upon notice from the Agent to the Grantors, each Grantor's right to
      make collections on and receive dividends and other proceeds of the Collateral
      owned by it and to use or dispose of such collections and proceeds shall
      terminate, and any and all dividends, proceeds and collections, including all
      partial or total prepayments, then held or thereafter received on or on account
      of the Collateral will be held or received by such Grantor in trust for the
      Agent and promptly delivered in kind to the Agent (duly endorsed to the Agent,
      if required), to be held as Collateral, as the Agent shall elect. During the
      existence of an Event of Default, the Agent shall have the right at all times
      to
      receive, receipt for, endorse, assign, deposit and deliver, in the name of
      any
      of the Grantors, any and all checks, notes, drafts and other instruments for
      the
      payment of money constituting proceeds of or otherwise relating to the
      Collateral; and each Grantor hereby authorizes the Agent to affix, by facsimile
      signature or otherwise, the general or special endorsement of such Grantor,
      in
      such manner as the Agent shall deem advisable, to any such instrument in the
      event the same has been delivered to or obtained by the Agent without
      appropriate endorsement, and the Agent and any collecting bank are hereby
      authorized to consider such endorsement to be a sufficient, valid and effective
      endorsement by such Grantor, to the same extent as though it were manually
      executed by the duly authorized representative of such Grantor, regardless
      of by
      whom or under what circumstances or by what authority such endorsement actually
      is affixed, without duty of inquiry or responsibility as to such matters, and
      such Grantor hereby expressly waives demand, presentment, protest and notice
      of
      protest or dishonor and all other notices of every kind and nature with respect
      to any such instrument.

     

    16.  Remedies.

     

    (a)  Rights
      During Event of Default.
      During
      the existence of an Event of Default, the Grantors shall be in default hereunder
      and, subject to applicable law, Agent, shall have, in any jurisdiction where
      enforcement is sought, in addition to all other rights and remedies that the
      Agent may have under this Agreement and under applicable laws or in equity,
      all
      rights and remedies of a secured party under the UCC as enacted in any such
      jurisdiction in effect at that time, and in addition the following rights and
      remedies in accordance with applicable law, all of which may be exercised only
      at the direction of the Majority Investors, but subject to the terms of the
      Subordination Agreement, with or without further prior notice to the Grantors
      except such notice as may be specifically required by applicable law:
      (i) to foreclose the Liens and security interests created under any
      Operative Document by any available judicial procedure or without judicial
      process; (ii) to enter peaceably any premises where any Collateral may
      be
      located for the purpose of securing, protecting, inventorying, appraising,
      inspecting, repairing, preserving, storing, preparing, processing, taking
      possession of or removing the same; (iii) to sell, assign, lease or
      otherwise dispose of any Collateral or any part thereof, either at public or
      private sale or at any broker's board, in lot or in bulk, for cash, on credit
      or
      otherwise, with or without representations or warranties and 

     

    
      
        
        

      

      
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    upon
      such
      terms as shall be commercially reasonable; (iv) to notify obligors on
      the
      Collateral that the Collateral has been assigned to the Agent and that all
      payments thereon, or performance with respect thereto, are to be made directly
      and exclusively to the Agent; (v) to collect by legal proceedings or
      otherwise all dividends, distributions, interest, principal or other sums now
      or
      hereafter payable upon or on account of the Collateral; (vi) to enter
      into
      any extension, reorganization, disposition, merger or consolidation agreement,
      or any other agreement relating to or affecting the Collateral, and in
      connection therewith the Agent may deposit or surrender control of the
      Collateral and/or accept other property in exchange for the Collateral as the
      Agent reasonably deems appropriate and is commercially reasonable;
      (vii)  to settle, compromise or release, on terms acceptable
      to the
      Agent, in whole or in part, any amounts owing on the Collateral and/or any
      disputes with respect thereto; (viii) to extend the time of payment,
      make
      allowances and adjustments and issue credits in connection with the Collateral
      in the name of the applicable Grantor for the benefit of the Agent; (ix) to
      enforce payment and prosecute any action or proceeding with respect to any
      or
      all of the Collateral and take or bring, on behalf of itself or in the name
      of
      the applicable Grantor, any and all steps, actions, suits or proceedings deemed
      necessary or reasonably desirable by the Agent to effect collection of or to
      realize upon the Collateral, including any judicial or nonjudicial foreclosure
      thereof or thereon, and each Grantor specifically consents to any nonjudicial
      foreclosure of any or all of the Collateral or any other action taken by the
      Agent which may release any obligor from personal liability on any of the
      Collateral, and each Grantor waives, to the extent permitted by applicable
      law,
      any right to receive prior notice of any public or private judicial or
      nonjudicial sale or foreclosure of any security or any of the Collateral, and
      any money or other property received by the Agent in exchange for or on account
      of the Collateral, whether representing collections or proceeds of Collateral,
      and whether resulting from voluntary payments or foreclosure proceedings or
      other legal action taken by the Agent or any of the Grantors, may be applied
      by
      the Agent, without notice to the Grantors, to decrease the amount owed by the
      Company under the Notes in such order and manner as described in the Notes;
      (x) to insure, protect and preserve the Collateral; (xi) to exercise
      all rights, remedies, powers or privileges provided under any of the Operative
      Documents or the Purchase Agreement; and (xii) to remove peaceably,
      from
      any premises where the same may be located, the Collateral and any and all
      documents, instruments, files and records, and any receptacles and cabinets
      containing the same, relating to the Collateral, and the Agent may, at the
      cost
      and expense of the Grantors and subject to the rights of third parties, use
      such
      of its supplies, equipment, facilities and space at its places of business
      as
      may be necessary or appropriate to properly administer, process, store, control,
      prepare for sale or disposition and/or sell or dispose of the Collateral or
      to
      properly administer and control the handling of collections and realizations
      thereon, and, subject to the rights of third parties, the Agent shall be deemed
      to have a rent-free tenancy of any premises of the Grantors for such purposes
      and for such periods of time as reasonably required by the Agent. So long as
      an
      Event of Default has occurred and is continuing, each Grantor will, at the
      Agent's request, assemble the Collateral and make it available to the Agent
      at
      places which the Agent may designate, whether at the premises of such Grantor
      or
      elsewhere, which are reasonably convenient to the Agent and the Grantors and
      will make available to the Agent, free of cost and subject to the rights of
      third parties, all premises, equipment and facilities of such Grantor for the
      purpose of the Agent's taking possession of the Collateral or storing the same
      or removing or putting the Collateral in salable form or selling or disposing
      of
      the same.

     

    (b)  Possession
      by the Agent.
      Subject
      only to the terms of the Subordination Agreement, during the existence of an
      Event of Default, the Agent also shall have the right, without prior notice
      or
      demand, either in person, by the Agent or by a receiver to be appointed by
      a
      court in accordance with the provisions of applicable law (and each Grantor
      hereby expressly consents, to the fullest extent permitted by applicable law,
      during the existence of an Event of Default to the appointment of such a
      receiver), and, to the extent permitted by applicable law, without regard to
      the
      adequacy of any security for the Notes, to take possession of the Collateral
      or
      any part thereof and to collect and receive the rents, issues, profits, income
      and proceeds thereof. The taking possession of the Collateral by the Agent
      shall
      not cure or waive any Event of Default or notice thereof or invalidate any
      act
      done pursuant to such 

     

    
      
        
        

      

      
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    notice.
      The rights, remedies and powers of any receiver appointed by a court shall
      be as
      ordered by said court.

     

    (c)  Sale
      of Collateral.
      Any
      public or private sale or other disposition of the Collateral pursuant to this
      Section 16 may be held, subject to the rights of third parties, at any office
      of
      the Agent, or at the Grantors’ places of business, or at any other place
      permitted by applicable law, and without the necessity of the Collateral being
      within the view of prospective purchasers. Subject only to the terms of the
      Subordination Agreement, the Agent may direct the order and manner of sale
      of
      the Collateral, or portions thereof, as it in its sole and absolute discretion
      may determine provided such sale is commercially reasonable, and each Grantor
      expressly waives, to the extent permitted by applicable law, any right to direct
      the order and manner of sale of any Collateral. The Agent or any Person acting
      on the Agent's behalf may bid and purchase at any such sale or other
      disposition. In furtherance of the Agent's rights hereunder, each Grantor hereby
      grants to the Agent an irrevocable, non-exclusive license (exercisable without
      royalty or other payment by the Agent) to use, license or sublicense any patent,
      trademark, trade name, copyright or other intellectual property in which Grantor
      now or hereafter has any right, title or interest together with the right of
      access to all media in which any of the foregoing may be recorded or stored;
      provided,
      however,
      that
      such license shall only be exercisable in connection with the disposition of
      Collateral upon the Agent's exercise of its remedies hereunder.

     

    (d)  Notice
      of Sale.
      Unless
      the Collateral is perishable or threatens to decline speedily in value or is
      of
      a type customarily sold on a recognized market, the Agent will give the Grantors
      reasonable notice of the time and place of any public sale thereof or of the
      time on or after which any private sale thereof is to be made. The requirement
      of reasonable notice conclusively shall be met if such notice is mailed,
      certified mail, postage prepaid, to the Grantors at their addresses set forth
      on
      the signature page hereto or delivered or otherwise sent to the Grantors, at
      least ten (10) business days before the date of the sale. Each Grantor expressly
      waives, to the fullest extent permitted by applicable law, any right to receive
      notice of any public or private sale of any Collateral or other security for
      the
      Notes except as expressly provided for in this paragraph. The Agent shall not
      be
      obligated to make any sale of the Collateral if it shall determine not to do
      so
      regardless of the fact that notice of sale of the Collateral may have been
      given. The Agent may, without notice or publication, except as required by
      applicable law, adjourn the sale from time to time by announcement at the time
      and place fixed for sale, and such sale may, without further notice (except
      as
      required by applicable law), be made at the time and place to which the same
      was
      so adjourned.

     

    (e)  Private
      Sales.
      With
      respect to any Collateral consisting of securities, partnership interests,
      limited liability company interests, joint venture interests or the like, and
      whether or not any of such Collateral has been effectively registered under
      the
      Securities Act of 1933, as amended, or other applicable laws, the Agent may,
      in
      its sole and absolute discretion sell all or any part of such Collateral at
      private sale pursuant to this Section 15 in such manner and under such
      circumstances as the Agent may deem necessary or advisable in order that the
      sale may be lawfully conducted in a commercially reasonable manner. Without
      limiting the foregoing, the Agent may (i) approach and negotiate with
      a
      limited number of potential purchasers, and (ii) restrict the prospective
      bidders or purchasers to persons who will represent and agree that they are
      purchasing such Collateral for their own account for investment and not with
      a
      view to the distribution or resale thereof. In the event that any such
      Collateral is sold at private sale pursuant to this Section 15, each Grantor
      agrees to the extent permitted by applicable law that if such Collateral is
      sold
      for a price which is commercially reasonable, then (A) the Grantors
      shall
      not be entitled to a credit against the Notes in an amount in excess of the
      purchase price, and (B) the Agent shall not incur any liability or
      responsibility to the Grantors in connection therewith, notwithstanding the
      possibility that a substantially higher price might have been realized at a
      public sale. Each Grantor recognizes that a ready market may not exist for
      such
      Collateral if it is not regularly traded on a recognized securities exchange,
      and that a sale by the Agent of any such Collateral for an amount 

     

    
      
        
        

      

      
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    substantially
      less than a pro rata share of the fair market value of the issuer's assets
      minus
      liabilities may be commercially reasonable in view of the difficulties that
      may
      be encountered in attempting to sell a large amount of such Collateral or
      Collateral that is privately traded.

     

    (f)  Title
      of Purchasers.
      Upon
      consummation of any sale of Collateral hereunder, the Agent shall, subject
      to
      the terms of the Subordination Agreement, have the right to assign, transfer
      and
      deliver to the purchaser or purchasers thereof the Collateral so sold. Each
      such
      purchaser at any such sale shall hold the Collateral so sold absolutely free
      from any claim or right upon the part of any Grantor or any other Person
      claiming through any Grantor, and each Grantor hereby waives (to the extent
      permitted by applicable laws) all rights of redemption, stay and appraisal
      which
      it now has or may at any time in the future have under any rule of law or
      statute now existing or hereafter enacted. If the sale of all or any part of
      the
      Collateral hereunder is made on credit or for future delivery, the Agent shall
      not be required to apply any portion of the sale price to the Notes until such
      amount actually is received by the Agent, and, subject only to the terms of
      the
      Subordination Agreement, any Collateral so sold may be retained by the Agent
      until the sale price is paid in full by the purchaser or purchasers thereof
      The
      Agent shall not incur any liability in case any such purchaser or purchasers
      shall fail to pay for the Collateral so sold, and, in case of any such failure,
      the Collateral may be sold again.

     

    (g)  Disposition
      of Proceeds of Sale.
      Subject
      only to the terms of the Subordination Agreement, the proceeds resulting from
      the collection, liquidation, sale or other disposition of the Collateral
      hereunder shall be applied, first, to the reasonable costs and expenses
      (including reasonable attorneys' fees) of retaking, holding, storing, processing
      and preparing for sale, selling, collecting and liquidating the Collateral,
      and
      the like; and second, to the satisfaction of all obligations under or in respect
      of the Notes; and third, any surplus remaining after the satisfaction of all
      obligations under or in respect of the Notes, to be paid over to the Grantors
      or
      to whomsoever may be lawfully entitled to receive such surplus.

     

    (h)  Certain
      Waivers.
      To the
      extent permitted by applicable law, each Grantor waives all claims, damages
      and
      demands against the Agent arising out of the repossession, retention or sale
      of
      the Collateral, or any part or parts thereof hereunder, except to the extent
      any
      such claims, damages and awards arise out of the gross negligence or willful
      misconduct of the Agent or a violation of the terms of the Subordination
      Agreement.

     

    (i)  Remedies
      Cumulative.
      The
      rights and remedies provided under this Agreement are cumulative and may be
      exercised singly or concurrently, and are not exclusive of any other rights
      and
      remedies provided by law or equity.

     

    


     

    17.  Insurance.

     

    (a)  Each
      Grantor will, at its own expense, maintain insurance with respect to the
      Equipment and Inventory of such Grantor in amounts, against risks, in form
      and
      with insurers consistent with its normal business practice. .
      Each
      policy of each Grantor for liability insurance shall provide for all covered
      losses to be paid on behalf of the Agent and such Grantor as their interests
      may
      appear, and each policy for property damage insurance shall provide for all
      covered losses (except for losses of less than $50,000 per occurrence) to be
      paid directly to the Deposit Account bearing account number with the last four
      digits 5973, as more fully described on Schedule 3-B, with notice by the
      applicable Grantor to the Agent or, if the Agent so elects, directly to the
      Agent. Each policy for property damage insurance shall (i) name such
      Grantor and the Agent as insured parties thereunder (without any representation
      or warranty by or obligation upon the Agent) as their interests may appear,
      and
      (ii)  provide that at least ten 

     

    
      
        
        

      

      
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    (10)
      days’ prior written notice of cancellation or of lapse shall be given to the
      Agent by the insurer, and (iii) provide that there shall be no recourse
      against the Agent for payment of premiums or other amounts with respect thereto.
      Each Grantor will, if so requested by the Agent, deliver to the Agent original
      or duplicate policies of such insurance and, as often as the Agent may
      reasonably request, a report of a reputable insurance broker with respect to
      such insurance. Further, each Grantor will, at the request of the Agent
      following the occurrence and during the continuation of any Event of Default,
      duly execute and deliver instruments of assignment of such insurance policies
      to
      comply with the requirements of this Section and use its best efforts to cause
      the insurers to acknowledge notice of such assignment.

     

    (b)  Payment
      under any liability insurance maintained by any Grantor pursuant to this Section
      will be paid directly to the Person who shall have incurred liability covered
      by
      such insurance. In case of any loss involving damage to Equipment or Inventory
      when subsection (c) of this Section is not applicable, the applicable
      Grantor will make or cause to be made the necessary repairs to or replacements
      of such Equipment or Inventory, and any proceeds of insurance properly received
      by or released to such Grantor shall be used by such Grantor, except as
      otherwise required hereunder or by the Purchase Agreement, to pay or as
      reimbursement for the costs of such repairs or replacements.

     

    (c)  So
      long
      as no Event of Default shall have occurred and be continuing, all insurance
      payments received into the applicable Deposit Account or by the Agent in
      connection with any loss, damage or destruction of any Inventory or Equipment
      shall be used by the applicable Grantor for the repair, replacement or
      restoration thereof, subject to such terms and conditions with respect to the
      use thereof as the Agent may reasonably require. To the extent that (i) the
      amount of any such insurance payments exceeds the cost of any such repair,
      replacement or restoration, or (ii) such insurance payments are not
      otherwise required by the applicable Grantor to complete any such repair,
      replacement or restoration required hereunder, the Agent may require that the
      amount thereof be held in the applicable Deposit Account. Upon the occurrence
      and during the continuance of any Event of Default or the actual or constructive
      total loss (in excess of $50,000 per occurrence) of any Equipment or Inventory,
      all insurance payments in respect of such Equipment or Inventory shall be paid
      to the Agent and shall, in the Agent’s sole discretion, (i) be released to
      the applicable Grantor to be applied as set forth in the first sentence of
      this
      subsection (c) or (ii) be held as additional Collateral hereunder
      

     

    18.  Notice. 
      The
      Agent
      shall use reasonable efforts to give the Grantors reasonable prior written
      notice of the exercise of any remedy provided for herein, provided
      that the
      failure to give such notice shall not subject the Agent to liability and shall
      not affect the validity or exercise of any remedy hereunder.

     

    19.  Costs
      and Expenses.
      Each
      Grantor shall pay on demand (i) all documented reasonable fees and expenses,
      including reasonable attorneys' fees and expenses, incurred by the Agent in
      connection with the exercise of its duties under, this Agreement and the
      preparation, execution and delivery of amendments and waivers hereunder and
      (ii)
      all documented reasonable fees and expenses, including reasonable attorneys'
      fees and expenses, incurred by the Agent and the Investors in connection with
      the enforcement or attempted enforcement of this Agreement or any of the Notes
      or in preserving any of the Agent's rights and remedies (including, without
      limitation, all such fees and expenses incurred in connection with any “workout”
      or restructuring affecting the Operative Documents or any bankruptcy or similar
      proceeding involving such Grantor, any other Grantor, the Company or any of
      their Affiliates).

     

    20.  Counterparts. 
      This
      Agreement may be executed in any number of counterparts and by different parties
      hereto in separate counterparts, each of which when so executed shall be deemed
      to be an original, but all of which taken together shall constitute one and
      the
      same agreement. Delivery of an executed counterpart of a signature page to
      this
      Agreement by telecopier shall be effective as delivery of an original
      counterpart of this Agreement.

     

    
      
        
        

      

      
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    21.  Understandings
      With Respect to Waivers and Consents. 
      Each
      Grantor warrants and agrees that each of the waivers and consents set forth
      herein are made with full knowledge of their significance and consequences,
      with
      the understanding that events giving rise to any defense or right waived may
      diminish, destroy or otherwise adversely affect rights which such Grantor
      otherwise may have against the Agent or others, or against any Collateral.
      If
      any of the waivers or consents herein are determined to be unenforceable under
      applicable law, such waivers and consents shall be effective to the maximum
      extent permitted by law.

     

    22.  Indemnity.

     

    (a)  Each
      Grantor agrees to indemnify, defend and save and hold harmless the Agent and
      each Investor and each of their Affiliates and their respective officers,
      directors, employees, agents and advisors (each, an “Indemnified
      Party”)
      from
      and against, and shall pay on demand, any and all claims, damages, losses,
      liabilities and expenses (including, without limitation, reasonable fees and
      expenses of counsel) that may reasonably be incurred by or asserted or awarded
      against any Indemnified Party, in each case arising out of or in connection
      with
      or resulting from any Operative Document (including, without limitation,
      enforcement of any Operative Document), except to the extent such claim, damage,
      loss, liability or expense is found in a final, non-appealable judgment by
      a
      court of competent jurisdiction to have resulted from such Indemnified Party’s
      gross negligence or willful misconduct; 

     

    (b)  Each
      Grantor will upon demand pay to the Agent the amount of any and all reasonable
      expenses, including, without limitation, the reasonable fees and expenses of
      its
      counsel and of any experts and agents, that the Agent may reasonably incur
      in
      connection with (i) 
      the preservation, use or operation of, or the sale of, collection from or other
      realization upon, any of the Collateral of such Grantor or (ii) the
      exercise or enforcement of any of the rights of the Agent or the Investors
      hereunder or (iii) the failure by such Grantor to perform or observe any of
      the
      provisions of any Operative Document. In the case of any investigation,
      litigation or proceeding giving rise to any Indemnified Costs, this Section
      22
      applies whether any such investigation, litigation or proceeding is brought
      by
      any Grantor, Indemnified Party or any other Person and whether or not an
      Indemnified Party is otherwise a party thereto.

     

    (c)  Each
      Investor severally agrees to indemnify the Agent (to the extent not promptly
      reimbursed by the Grantors) from and against such Investor’s ratable share
      (determined as provided below) of any and all liabilities, obligations, losses,
      damages, penalties, actions, judgments, suits, costs, expenses or disbursements
      of any kind or nature whatsoever that may reasonably be imposed on, incurred
      by,
      or asserted against the Agent in any way relating to or arising out of the
      Operative Documents or any action taken or omitted by the Agent under the
      Operative Documents (collectively, the “Indemnified
      Costs”);
      provided,
      however,
      that no
      Investor shall be liable for any portion of such liabilities, obligations,
      losses, damages, penalties, actions, judgments, suits, costs, expenses or
      disbursements resulting from the Agent’s gross negligence or willful misconduct
      as found in a final, non-appealable judgment by a court of competent
      jurisdiction. Without limitation of the foregoing, each Investor agrees to
      reimburse the Agent promptly upon demand for its ratable share of any costs
      and
      expenses (including, without limitation, fees and expenses of counsel) payable
      by the Grantors under any Operative Document, to the extent that the Agent
      is
      not promptly reimbursed for such costs and expenses by the Grantors. For
      purposes of this Section 22, the Investors respective ratable shares of any
      amount shall be determined, at any time, according to the sum of the aggregate
      outstanding principal amount of the Notes at such time owing to the respective
      Investor. The failure of any Investor to reimburse the Agent, promptly upon
      demand for its ratable share of any amount required to be paid by the Investors
      to the Agent, as provided herein and under the Operative Documents, shall not
      relieve any other Investor of its obligation hereunder and under the Operative
      Documents to reimburse the Agent for its ratable share of such amount, but
      no
      Investor 

     

    
      
        
        

      

      
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    shall
      be
      responsible for the failure of any other Investor to reimburse the Agent for
      such other Investor’s ratable share of such amount. 

     

    Without
      prejudice to the survival of any other agreement of any party hereunder, the
      agreement and obligations of each Grantor and Investor contained in this Section
      22 shall survive the payment in full of principal, interest and all other
      amounts payable hereunder, under the Purchase Agreement and under the other
      Operative Documents.

     

    23.  Amendments,
      Waivers, Etc. 
      No
      amendment of any provision of this Agreement or the Notes, shall in any event
      be
      effective unless the same shall be in writing and signed by the Company and
      the
      Investors holding at least 80% of the sum of the aggregate unpaid principal
      amount owing under the Notes. No waiver of any provision of this Agreement
      or
      the Notes, nor consent to any departure by any Grantor therefrom, shall in
      any
      event be effective unless the same shall be in writing and signed by the
      Majority Investors, and then such waiver or consent shall be effective only
      in
      the specific instance and for the specific purpose for which given; provided,
      however,
      that no
      amendment, waiver or consent shall, unless in writing and signed by all of
      the
      Investors, do any of the following at any time: (i) change the number of
      Investors or the percentage of the aggregate amount outstanding under the Notes
      that, in each case, shall be required for the Investors or any of them to take
      any action hereunder, (ii) reduce or limit the obligations of any Guarantor
      under Section 2 or release such Guarantor or otherwise limit such Guarantor’s
      liability with respect to the obligations owing to the Agents and the Investors,
      (iii)  amend this Section 23, (iv) reduce the principal of, or interest
      on,
      the Notes or any fees or other amounts payable under any Operative Document,
      (v) postpone any date scheduled for any payment of principal of, or
      interest on, the Notes, or (vi) limit the liability of any Grantor under
      any of the Operative Documents
      or the
      Purchase Agreement.

     

    24.  Notices.
      

     

    All
      notices and other communications provided for hereunder shall be given in
      writing in the manner and to the addresses set forth in the Notes.

     

    


     

    


     

    25.  Continuing
      Security Interest; Transfer of Notes; Termination. 
      This
      Agreement shall create a continuing security interest in the Collateral pursuant
      to Section 3 hereof and shall (i) remain in full force and effect until
      indefeasible payment in full of the Notes (ii) be binding upon each
      Grantor, their successors and assigns and (iii) inure, together with
      the
      rights and remedies of the Agent and the Investors hereunder, to the benefit
      of
      the Agent and the Investors and their respective successors, transferees and
      assigns. Any Investor may assign or otherwise transfer its rights thereof,
      or
      any rights in Collateral held by it to any other Person, and such other Person
      shall thereupon become vested with all the benefits in respect thereof granted
      to such Investor or the Agent herein or otherwise. Nothing set forth in any
      Operative Document is intended or shall be construed to give to any other party
      any right, remedy or claim under, to or in respect of any Operative Document
      or
      any Collateral. The Grantors' successors and assigns shall include, without
      limitation, a receiver, trustee or debtor-in-possession thereof or therefor,
      provided
      that,
      except as otherwise permitted under the Purchase Agreement or any Operative
      Document, none of the rights or obligations of the Grantors hereunder may be
      assigned or otherwise transferred without the prior written consent of the
      Agent.

     

    26.  Release
      of the Grantors. 
      This
      Agreement and all obligations of each Grantor hereunder and all security
      interests granted hereby shall terminate and be released when all Notes and
      all
      other obligations of the Grantors under or in respect of the Operative Documents
      and the Purchase Agreement have been paid in full. Upon such termination and
      release all rights in and to the Collateral granted or 

     

    
      
        
        

      

      
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    pledged
      by the Grantors hereunder shall automatically revert to the Grantors, and the
      Agent shall return any pledged Collateral in its possession to the Grantors,
      or
      to the Person or Persons legally entitled thereto, and shall endorse, execute,
      deliver, record and file all instruments and documents, and do all other acts
      and things, reasonably required for the return of the Collateral to the
      Grantors, or to the Person or Persons legally entitled thereto, and to evidence
      or document the release of the interests of the Agent arising under this
      Agreement, all as reasonably requested by, and at the sole expense of, the
      Grantors.

     

    27.  Governing
      Law. 
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York.

     

    28.  Jury
      Trial. 
      Each
      Grantor, each Investor and the Agent, to the fullest extent permitted by
      applicable law, hereby irrevocably waives all right to trial by jury as to
      any
      issue relating hereto in any action, proceeding, or counterclaim arising out
      of
      or relating to this Agreement.

     

    29.  Limitation
      of Liability. 
      No
      claim
      may be made by any Grantor against any Investor or the Agent or the members,
      affiliates, directors, officers, employees, or attorneys of any Investor or
      the
      Agent for any special, indirect, consequential or punitive damages in respect
      of
      any claim (whether based upon any breach of contract, tort, breach of statutory
      duty or any other theory of liability) arising out of or related to the
      transactions contemplated by this Agreement, or any act, omission or event
      occurring in connection therewith and each Grantor hereby waives, releases
      and
      agrees not to sue upon any claim for any such damages, whether or not now
      accrued and whether or not known or suspected to exist in its
      favor.

     

    


    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    30.  Covenant
      Not to Issue Uncertificated Securities. 
      Each
      Grantor covenants to the Agent that any Pledged Securities held by it shall
      be
      in certificated form (as contemplated by Article 8 of the UCC), and that it
      will
      not seek to convert all or any part of any Pledged Securities into
      uncertificated form (as contemplated by Article 8 of the UCC).

     

    31.  Covenant
      Not to Dilute Interests of the Agent in Securities. 
      Each
      Grantor represents, warrants and covenants to the Agent that it will (a) not
      at
      any time cause or permit any subsidiary that is an issuer of Pledged Securities
      to issue any capital stock or any warrants, options or other rights to acquire
      any capital stock and (b) pledge to the Agent in accordance with the
      terms
      hereof, promptly upon its acquisition (directly or indirectly) thereof, and
      in
      any event, within 5 days of such acquisition, any and all shares of stock or
      other securities of each issuer of Pledged Securities.

     

    32.  Pledged
      Limited Liability Company Interests/Covenant Not to
      Dilute. 
      Each
      Grantor represents, warrants and covenants to the Agent that it will
      (a) not at any time cause or permit any Pledged Entities to issue any
      additional membership interests or any other rights or options to acquire any
      additional limited liability company interests and (b) pledge to the
      Agent
      in accordance with the terms hereof, promptly upon its acquisition (directly
      or
      indirectly) thereof, and in any event, within 5 days of such acquisition, any
      and all additional Limited Liability Company Interests of each Pledged
      Entity.

     

    33.  Pledged
      Partnership Interests/Covenant Not to Dilute. 
      Each
      Grantor represents, warrants and covenants to the Agent that it will
      (a) not at any time cause or permit any Pledged Partnership Entities
      to
      issue any additional partnership interests or any other rights or options to
      acquire any additional partnership interests, other than to the Grantors and
      (b) pledge to the Agent in accordance with the terms hereof, promptly
      upon
      its acquisition (directly or indirectly) thereof, and in any event, within
      5
      days of such acquisition, any and all additional Partnership Interests of each
      Pledged Partnership Entity.

     

    34.  Confidentiality. 
      The
      Agent
      and each Investor agree to use the same degree of care to safeguard and prevent
      disclosure of the Confidential Information as such Person uses with its own
      confidential information, but in any event no less than a reasonable degree
      of
      care. The Agent and each Investor shall not disclose such Confidential
      Information to any Person without the consent of the Grantors and shall use
      such
      Confidential Information solely for purposes of the exercise of its rights
      and
      the enforcement of its remedies under or in respect of the Operative Documents.
      These obligations of confidentiality shall not apply to any information provided
      (a) to the Agent’s or such Investor’s Affiliates and their officers,
      directors, employees, agents and advisors, and then only on a confidential
      basis
      (and the Agent and such Investor shall be responsible for any disclosure or
      misuse of such Confidential Information by such Person), (b) as required
      by
      any law, rule or regulation or judicial process, (c) as requested or
      required by any state, Federal or foreign authority or examiner regulating
      such
      Investor and (d) to any rating agency when required by it, provided
      that,
      prior to any such disclosure, such rating agency shall undertake to preserve
      the
      confidentiality of any Confidential Information relating to the Grantors
      received by it from such Investor and provided further,
      that
      this Section 32 shall not apply to information related to the tax treatment
      or
      the Tax Structure (as defined below) of the transactions contemplated herein.
      For this purpose “Tax
      Structure”
      is
      limited to any facts relevant to the U.S. federal income tax treatment of the
      transactions contemplated by the Operative Documents and does not include
      information relating to the identity of the parties thereto.

     

    [Remainder
      of page intentionally left blank]

     

    


    


    
      
        
          


        

        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto, by their officers thereunto duly
      authorized, have executed this Agreement as of the day and year first above
      written.

     

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

              
	 	Name: 	Walter Keisch 
	 	 	
                

                  
	 	Title: 	Chief Financial Officer & Treasurer 
	 	
                

              


      

      
        
          	 	 	 
	 	
                  VECTOR
                    INTERNET SERVICES, INC.

                
	 
 	 
 	 
 
	 	By:  	/s/ Walter
                  Keisch
	 	
                	
                  

                
	 	Name: 	Walter Keisch 
	 	 	
                  

                    
	 	Title: 	Vice President 
	 	
                  

                


        

        
          
            	 	 	 
	 	
                    DSLNET
                      ATLANTIC, LLC

                  
	 
 	 
 	 
 
	 	By:  	/s/ Walter
                    Keisch
	 	
                  	
                    

                  
	 	Name: 	Walter Keisch 
	 	 	
                    

                      
	 	Title: 	Vice President 
	 	
                    

                  


          

          
            
              	 	 	 
	 	DUNKNIGHT
                      TELECOM PARTNERS, LLC
	 
 	 
 	 
 
	 	By:  	/s/ Keir
                      Kleinknecht
	 	
                    	
                      

                    
	 	Name: 	Keir Kleinknecht 
	 	 	
                      

                        
	 	Title: 	President 
	 	
                      

                    


            

            
              
                	 	 	 
	 	Accepted and Agreed: 
	 	 
	 	DUNKNIGHT
                        TELECOM PARTNERS, LLC, as Agent
	 
 	 
 	 
 
	 	By:  	/s/ Keir
                        Kleinknecht
	 	
                      	
                        

                      
	 	Name: 	Keir Kleinknecht 
	 	 	
                        

                          
	 	Title: 	President 
	 	
                        

                      


              



          

        

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    


    


    Schedule
      1

    


    To
      Agency, Guaranty and Security Agreement

    


    Grantors

    


    


    
      	Parent: 	DSL.net, Inc. 
	 	 
	Subsidiary Grantors:  	Vector Internet Services,
              Inc 
	 	 
	 	DSLnet Atlantic,
              LLC 


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Schedule
      2

    


    To
      Agency, Guaranty and Security Agreement

    


    Investors

    


    DunKnight
      Telecom Partners, LLC

    


    


    


    


    


    


    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    

    



    Schedule
      3-A

     

    To
      Agency, Guaranty and Security Agreement

    


     

    
      	Grantors:	
              DSL.net,
                Inc.

            


    

    
      
        	 	
                Vector
                  Internet Services, Inc.

              


      

      
        	 	
                DSLnet
                  Atlantic, LLC

              


      

    

    


     

    List
      of Asset Locations

     

    
      
        	
                Title
                  Holder

              	
                street_address

              	
                city

              	
                state

              
	
                DSLnet
                  Atlantic

              	
                21
                  HARBOR VW

              	
                STAMFORD

              	
                CT

              
	
                DSLnet
                  Atlantic

              	
                6058
                  MAIN ST

              	
                TRUMBULL

              	
                CT

              
	
                DSLnet
                  Atlantic

              	
                1039
                  LAWRENCE ST NE

              	
                WASHINGTON

              	
                DC

              
	
                DSLnet
                  Atlantic

              	
                730
                  12TH ST NW

              	
                WASHINGTON

              	
                DC

              
	
                DSLnet
                  Atlantic

              	
                1700
                  14 ST NW

              	
                WASHINGTON

              	
                DC

              
	
                DSLnet
                  Atlantic

              	
                926
                  GALLATIN ST NW

              	
                WASHINGTON

              	
                DC

              
	
                DSLnet
                  Atlantic

              	
                1045
                  WISC AV NW

              	
                WASHINGTON

              	
                DC

              
	
                DSLnet
                  Atlantic

              	
                120
                  7TH ST NE

              	
                WASHINGTON

              	
                DC

              
	
                DSLnet
                  Atlantic

              	
                1200
                  H ST NW

              	
                WASHINGTON

              	
                DC

              
	
                DSLnet
                  Atlantic

              	
                2055
                  L ST NW

              	
                WASHINGTON

              	
                DC

              
	
                DSLnet
                  Atlantic

              	
                30
                  E ST SW

              	
                WASHINGTON

              	
                DC

              
	
                DSLnet
                  Atlantic

              	
                4268
                  WISC AV NW

              	
                WASHINGTON

              	
                DC

              
	
                DSLnet
                  Atlantic

              	
                1625
                  NEWPORT GAP PIKE

              	
                MARSHALLTON

              	
                DE

              
	
                DSLnet
                  Atlantic

              	
                1
                  WASHINGTON ST

              	
                NEWARK

              	
                DE

              
	
                DSLnet
                  Atlantic

              	
                2520
                  SILVERSIDE RD

              	
                TALLEYVILLE

              	
                DE

              
	
                DSLnet
                  Atlantic

              	
                901
                  N TATNALL ST

              	
                WILMINGTON

              	
                DE

              
	
                DSLnet
                  Atlantic

              	
                70
                  PAGE RD

              	
                BEDFORD

              	
                MA

              
	
                DSLnet
                  Atlantic

              	
                23-41
                  MARION ST

              	
                BROOKLINE

              	
                MA

              
	
                DSLnet
                  Atlantic

              	
                41
                  BELVIDERE ST

              	
                BOSTON

              	
                MA

              
	
                DSLnet
                  Atlantic

              	
                6
                  BOWDOIN SQ

              	
                BOSTON

              	
                MA

              
	
                DSLnet
                  Atlantic

              	
                185
                  FRANKLIN ST

              	
                BOSTON

              	
                MA

              
	
                DSLnet
                  Atlantic

              	
                8
                  HARRISON AVE

              	
                BOSTON

              	
                MA

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          	
                  DSLnet
                    Atlantic

                	
                  1
                    BEDFORD ST

                	
                  BURLINGTON

                	
                  MA

                
	
                  DSLnet
                    Atlantic

                	
                  1
                    CITY HALL AVE

                	
                  CHELSEA

                	
                  MA

                
	
                  DSLnet
                    Atlantic

                	
                  210
                    BENT ST

                	
                  CAMBRIDGE

                	
                  MA

                
	
                  DSLnet
                    Atlantic

                	
                  300
                    BENT ST

                	
                  CAMBRIDGE

                	
                  MA

                
	
                  DSLnet
                    Atlantic

                	
                  10
                    WARE ST

                	
                  CAMBRIDGE

                	
                  MA

                
	
                  DSLnet
                    Atlantic

                	
                  175
                    ADAMS ST

                	
                  DORCHESTER

                	
                  MA

                
	
                  DSLnet
                    Atlantic

                	
                  326
                    N MAIN ST

                	
                  FALL
                    RIVER

                	
                  MA

                
	
                  DSLnet
                    Atlantic

                	
                  141
                    UNION AVE

                	
                  FRAMINGHAM

                	
                  MA

                
	
                  DSLnet
                    Atlantic

                	
                  13
                    COCASSET ST

                	
                  FOXBOROUGH

                	
                  MA

                
	
                  DSLnet
                    Atlantic

                	
                  24
                    Felton Street

                	
                  HUDSON

                	
                  MA

                
	
                  DSLnet
                    Atlantic

                	
                  49
                    OCEAN ST

                	
                  HYANNIS

                	
                  MA

                
	
                  DSLnet
                    Atlantic

                	
                  50
                    HARVARD AVE

                	
                  HYDE
                    PARK

                	
                  MA

                
	
                  DSLnet
                    Atlantic

                	
                  2
                    HAMPSHIRE ST

                	
                  LAWRENCE

                	
                  MA

                
	
                  DSLnet
                    Atlantic

                	
                  73
                    WALTHAM ST

                	
                  LEXINGTON

                	
                  MA

                
	
                  DSLnet
                    Atlantic

                	
                  5
                    ELM ST

                	
                  MALDEN

                	
                  MA

                
	
                  DSLnet
                    Atlantic

                	
                  2-8
                    WALNUT ST

                	
                  MAYNARD

                	
                  MA

                
	
                  DSLnet
                    Atlantic

                	
                  ACUSHNET
                    AVE & ELM ST

                	
                  NEW
                    BEDFORD

                	
                  MA

                
	
                  DSLnet
                    Atlantic

                	
                  66
                    PICKERING ST

                	
                  NEEDHAM

                	
                  MA

                
	
                  DSLnet
                    Atlantic

                	
                  787
                    WASHINGTON ST

                	
                  NEWTON

                	
                  MA

                
	
                  DSLnet
                    Atlantic

                	
                  26
                    WAVERLY ST

                	
                  ROXBURY

                	
                  MA

                
	
                  DSLnet
                    Atlantic

                	
                  111
                    CENTRAL ST

                	
                  SOMERVILLE

                	
                  MA

                
	
                  DSLnet
                    Atlantic

                	
                  4
                    BENNETT ST

                	
                  WAKEFIELD

                	
                  MA

                
	
                  DSLnet
                    Atlantic

                	
                  36
                    SPRING ST

                	
                  WALTHAM

                	
                  MA

                
	
                  DSLnet
                    Atlantic

                	
                  106
                    WEST ST

                	
                  WALTHAM

                	
                  MA

                
	
                  DSLnet
                    Atlantic

                	
                  11
                    LAUREL AVE

                	
                  WELLESLEY

                	
                  MA

                
	
                  DSLnet
                    Atlantic

                	
                  954
                    MAIN ST

                	
                  WINCHESTER

                	
                  MA

                
	
                  DSLnet
                    Atlantic

                	
                  15
                    CHESTNUT ST

                	
                  WORCESTER

                	
                  MA

                
	
                  DSLnet
                    Atlantic

                	
                  9
                    N
                    WEST ST

                	
                  ANNAPOLIS

                	
                  MD

                
	
                  DSLnet
                    Atlantic

                	
                  4505
                    LEEDS AVE

                	
                  ARBUTUS

                	
                  MD

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          
            	
                    DSLnet
                      Atlantic

                  	
                    16
                      N HAYS ST

                  	
                    BEL
                      AIR

                  	
                    MD

                  
	
                    DSLnet
                      Atlantic

                  	
                    323
                      North. Charles, St.

                  	
                    BALTIMORE

                  	
                    MD

                  
	
                    DSLnet
                      Atlantic

                  	
                    300
                      W LEXINGTON ST

                  	
                    BALTIMORE

                  	
                    MD

                  
	
                    DSLnet
                      Atlantic

                  	
                    1801
                      E FAYETTE ST

                  	
                    BALTIMORE

                  	
                    MD

                  
	
                    DSLnet
                      Atlantic

                  	
                    5711
                      YORK RD

                  	
                    BALTIMORE

                  	
                    MD

                  
	
                    DSLnet
                      Atlantic

                  	
                    7887
                      BRADLEY BLVD

                  	
                    BETHESDA

                  	
                    MD

                  
	
                    DSLnet
                      Atlantic

                  	
                    5704
                      GROSVENOR LN

                  	
                    BETHESDA

                  	
                    MD

                  
	
                    DSLnet
                      Atlantic

                  	
                    11600
                      MONTGOMERY RD

                  	
                    BELTSVILLE

                  	
                    MD

                  
	
                    DSLnet
                      Atlantic

                  	
                    4533
                      STANFORD ST

                  	
                    CHEVY
                      CHASE

                  	
                    MD

                  
	
                    DSLnet
                      Atlantic

                  	
                    5231
                      W RUNNING BROOK RD

                  	
                    COLUMBIA

                  	
                    MD

                  
	
                    DSLnet
                      Atlantic

                  	
                    6440
                      OAKLAND MILLS RD

                  	
                    COLUMBIA

                  	
                    MD

                  
	
                    DSLnet
                      Atlantic

                  	
                    6730
                      ALEXANDER BELL DR

                  	
                    COLUMBIA

                  	
                    MD

                  
	
                    DSLnet
                      Atlantic

                  	
                    6315
                      GREENBELT RD

                  	
                    COLLEGE
                      PARK

                  	
                    MD

                  
	
                    DSLnet
                      Atlantic

                  	
                    2324
                      DAVIDSONVILLE RD

                  	
                    CROFTON

                  	
                    MD

                  
	
                    DSLnet
                      Atlantic

                  	
                    14
                      BLOOMSBURY AVE

                  	
                    CATONSVILLE

                  	
                    MD

                  
	
                    DSLnet
                      Atlantic

                  	
                    9720
                      YORK RD

                  	
                    COCKEYSVILLE

                  	
                    MD

                  
	
                    DSLnet
                      Atlantic

                  	
                    99
                      SHAWAN RD

                  	
                    COCKEYSVILLE

                  	
                    MD

                  
	
                    DSLnet
                      Atlantic

                  	
                    6736
                      HOLABIRD AVE

                  	
                    DUNDALK

                  	
                    MD

                  
	
                    DSLnet
                      Atlantic

                  	
                    3561
                      SAINT JOHNS LN

                  	
                    ELLICOTT
                      CITY

                  	
                    MD

                  
	
                    DSLnet
                      Atlantic

                  	
                    40
                      S WASHINGTON ST

                  	
                    EASTON

                  	
                    MD

                  
	
                    DSLnet
                      Atlantic

                  	
                    765
                      ELKRIDGE LANDING RD

                  	
                    LINTHICUM

                  	
                    MD

                  
	
                    DSLnet
                      Atlantic

                  	
                    215
                      RITCHIE LN

                  	
                    GLEN
                      BURNIE

                  	
                    MD

                  
	
                    DSLnet
                      Atlantic

                  	
                    19420
                      WALTER JOHNSON RD

                  	
                    GERMANTOWN

                  	
                    MD

                  
	
                    DSLnet
                      Atlantic

                  	
                    5
                      N
                      FREDERICK AVE

                  	
                    GAITHERSBURG

                  	
                    MD

                  
	
                    DSLnet
                      Atlantic

                  	
                    5500
                      BALTIMORE AV

                  	
                    HYATTSVILLE

                  	
                    MD

                  
	
                    DSLnet
                      Atlantic

                  	
                    309
                      CARROLL AVE

                  	
                    LAUREL

                  	
                    MD

                  
	
                    DSLnet
                      Atlantic

                  	
                    5649
                      WHITFIELD CHAPEL RD

                  	
                    LANHAM

                  	
                    MD

                  
	
                    DSLnet
                      Atlantic

                  	
                    723
                      E BELFAST RD

                  	
                    SPARKS
                      GLENCOE

                  	
                    MD

                  
	
                    DSLnet
                      Atlantic

                  	
                    12212
                      BALTIMORE AVE

                  	
                    MUIRKIRK

                  	
                    MD

                  
	
                    DSLnet
                      Atlantic

                  	
                    4
                      ST THOMAS LN

                  	
                    OWINGS
                      MILLS

                  	
                    MD

                  


          

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
            
              	
                      DSLnet
                        Atlantic

                    	
                      109
                        DEFENSE HWY

                    	
                      PAROLE

                    	
                      MD

                    
	
                      DSLnet
                        Atlantic

                    	
                      400
                        REISTERSTOWN RD

                    	
                      PIKESVILLE

                    	
                      MD

                    
	
                      DSLnet
                        Atlantic

                    	
                      3034
                        PUTTY HILL AVE

                    	
                      PARKVILLE

                    	
                      MD

                    
	
                      DSLnet
                        Atlantic

                    	
                      6015
                        MONTROSE RD

                    	
                      ROCKVILLE

                    	
                      MD

                    
	
                      DSLnet
                        Atlantic

                    	
                      490
                        FLEET ST

                    	
                      ROCKVILLE

                    	
                      MD

                    
	
                      DSLnet
                        Atlantic

                    	
                      518
                        UNIVERSITY BLVD W

                    	
                      SILVER
                        SPRING

                    	
                      MD

                    
	
                      DSLnet
                        Atlantic

                    	
                      8670
                        GEORGIA AV

                    	
                      SILVER
                        SPRING

                    	
                      MD

                    
	
                      DSLnet
                        Atlantic

                    	
                      5705
                        OLD SILVER HILL RD

                    	
                      SUITLAND

                    	
                      MD

                    
	
                      DSLnet
                        Atlantic

                    	
                      651
                        RITCHIE HWY

                    	
                      SEVERNA
                        PARK

                    	
                      MD

                    
	
                      DSLnet
                        Atlantic

                    	
                      100
                        YORK RD

                    	
                      TOWSON

                    	
                      MD

                    
	
                      DSLnet
                        Atlantic

                    	
                      68
                        CHURCH RD

                    	
                      UPPER
                        MARLBORO

                    	
                      MD

                    
	
                      DSLnet
                        Atlantic

                    	
                      6601
                        WINDSOR MILL RD

                    	
                      WOODLAWN

                    	
                      MD

                    
	
                      DSLnet
                        Atlantic

                    	
                      3140
                        LEONARDTOWN RD

                    	
                      WALDORF

                    	
                      MD

                    
	
                      DSLnet
                        Atlantic

                    	
                      CORPORATE
                        DR & TOWN CENTER DR

                    	
                      WHITE
                        MARSH

                    	
                      MD

                    
	
                      DSLnet
                        Atlantic

                    	
                      11909
                        VIERS MILL RD

                    	
                      WHEATON

                    	
                      MD

                    
	
                      DSLnet
                        Atlantic

                    	
                      507
                        BANGS AVE

                    	
                      ASBURY
                        PARK

                    	
                      NJ

                    
	
                      DSLnet
                        Atlantic

                    	
                      210
                        E HIGH ST

                    	
                      BOUND
                        BROOK

                    	
                      NJ

                    
	
                      DSLnet
                        Atlantic

                    	
                      617
                        ANDERSON AV

                    	
                      CLIFFSIDE
                        PARK

                    	
                      NJ

                    
	
                      DSLnet
                        Atlantic

                    	
                      12
                        N SEVENTH ST

                    	
                      CAMDEN

                    	
                      NJ

                    
	
                      DSLnet
                        Atlantic

                    	
                      2501
                        CHURCH RD

                    	
                      CHERRY
                        HILL

                    	
                      NJ

                    
	
                      DSLnet
                        Atlantic

                    	
                      57
                        WASHINGTON AVE

                    	
                      DUMONT

                    	
                      NJ

                    
	
                      DSLnet
                        Atlantic

                    	
                      1883
                        LINCOLN HWY

                    	
                      EDISON

                    	
                      NJ

                    
	
                      DSLnet
                        Atlantic

                    	
                      1196
                        E GRAND ST

                    	
                      ELIZABETH

                    	
                      NJ

                    
	
                      DSLnet
                        Atlantic

                    	
                      34
                        ENGLE ST

                    	
                      ENGLEWOOD

                    	
                      NJ

                    
	
                      DSLnet
                        Atlantic

                    	
                      621
                        WILLIAM ST

                    	
                      EAST
                        ORANGE

                    	
                      NJ

                    
	
                      DSLnet
                        Atlantic

                    	
                      80
                        HWY 46

                    	
                      FAIRFIELD
                        -ESSEX

                    	
                      NJ

                    
	
                      DSLnet
                        Atlantic

                    	
                      27-02
                        FAIR LAWN AV

                    	
                      FAIR
                        LAWN

                    	
                      NJ

                    
	
                      DSLnet
                        Atlantic

                    	
                      502
                        MAIN ST

                    	
                      FORT
                        LEE

                    	
                      NJ

                    
	
                      DSLnet
                        Atlantic

                    	
                      256
                        STATE ST

                    	
                      HACKENSACK

                    	
                      NJ

                    


            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            
              
                	
                        DSLnet
                          Atlantic

                      	
                        35
                          S HADDON AV

                      	
                        HADDONFIELD

                      	
                        NJ

                      
	
                        DSLnet
                          Atlantic

                      	
                        175
                          BROADWAY

                      	
                        HILLSDALE
                          -BERGEN

                      	
                        NJ

                      
	
                        DSLnet
                          Atlantic

                      	
                        71
                          MADISON AV

                      	
                        JERSEY
                          CITY

                      	
                        NJ

                      
	
                        DSLnet
                          Atlantic

                      	
                        773
                          SUMMIT AV

                      	
                        JERSEY
                          CITY

                      	
                        NJ

                      
	
                        DSLnet
                          Atlantic

                      	
                        32
                          MAPLE PL

                      	
                        KEYPORT

                      	
                        NJ

                      
	
                        DSLnet
                          Atlantic

                      	
                        19
                          MAPLE ST

                      	
                        LITTLE
                          FALLS

                      	
                        NJ

                      
	
                        DSLnet
                          Atlantic

                      	
                        282
                          MAIN ST

                      	
                        LITTLE
                          FERRY

                      	
                        NJ

                      
	
                        DSLnet
                          Atlantic

                      	
                        10
                          MAPLE AV

                      	
                        MARLTON

                      	
                        NJ

                      
	
                        DSLnet
                          Atlantic

                      	
                        15
                          E MAPLE AV

                      	
                        MERCHANTVILLE

                      	
                        NJ

                      
	
                        DSLnet
                          Atlantic

                      	
                        386
                          MILLBURN AVE

                      	
                        MILLBURN

                      	
                        NJ

                      
	
                        DSLnet
                          Atlantic

                      	
                        37
                          MAPLE AV

                      	
                        MORRISTOWN

                      	
                        NJ

                      
	
                        DSLnet
                          Atlantic

                      	
                        105
                          E MAIN ST

                      	
                        MOORESTOWN-BURLINGTO

                      	
                        NJ

                      
	
                        DSLnet
                          Atlantic

                      	
                        515
                          MAIN ST

                      	
                        METUCHEN

                      	
                        NJ

                      
	
                        DSLnet
                          Atlantic

                      	
                        9
                          GATES AVE

                      	
                        MONTCLAIR

                      	
                        NJ

                      
	
                        DSLnet
                          Atlantic

                      	
                        160
                          NEWARK-POMPTON TPKE

                      	
                        MOUNTAIN
                          VIEW

                      	
                        NJ

                      
	
                        DSLnet
                          Atlantic

                      	
                        7200
                          BERGENLINE AVE

                      	
                        NORTH
                          BERGEN

                      	
                        NJ

                      
	
                        DSLnet
                          Atlantic

                      	
                        18
                          PATERSON ST

                      	
                        NEW
                          BRUNSWICK

                      	
                        NJ

                      
	
                        DSLnet
                          Atlantic

                      	
                        95
                          WILLIAM ST

                      	
                        NEWARK

                      	
                        NJ

                      
	
                        DSLnet
                          Atlantic

                      	
                        654
                          MARKET ST

                      	
                        NEWARK

                      	
                        NJ

                      
	
                        DSLnet
                          Atlantic

                      	
                        165
                          HALSEY ST

                      	
                        NEWARK

                      	
                        NJ

                      
	
                        DSLnet
                          Atlantic

                      	
                        420
                          PARK AV

                      	
                        PLAINFIELD

                      	
                        NJ

                      
	
                        DSLnet
                          Atlantic

                      	
                        138
                          WASHINGTON RD

                      	
                        PENNS
                          NECK

                      	
                        NJ

                      
	
                        DSLnet
                          Atlantic

                      	
                        239
                          NASSAU ST

                      	
                        PRINCETON

                      	
                        NJ

                      
	
                        DSLnet
                          Atlantic

                      	
                        133
                          PROSPECT ST

                      	
                        PASSAIC

                      	
                        NJ

                      
	
                        DSLnet
                          Atlantic

                      	
                        114
                          PATERSON ST

                      	
                        PATERSON

                      	
                        NJ

                      
	
                        DSLnet
                          Atlantic

                      	
                        75
                          W PASSAIC ST

                      	
                        ROCHELLE
                          PARK

                      	
                        NJ

                      
	
                        DSLnet
                          Atlantic

                      	
                        183-187
                          BROAD ST

                      	
                        RED
                          BANK

                      	
                        NJ

                      
	
                        DSLnet
                          Atlantic

                      	
                        178
                          E RIDGEWOOD AVE

                      	
                        RIDGEWOOD

                      	
                        NJ

                      
	
                        DSLnet
                          Atlantic

                      	
                        90
                          W MILTON AV

                      	
                        RAHWAY

                      	
                        NJ

                      
	
                        DSLnet
                          Atlantic

                      	
                        36
                          N FRANKLIN TPKE

                      	
                        RAMSEY

                      	
                        NJ

                      


              

               

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

               

              
                
                  	
                          DSLnet
                            Atlantic

                        	
                          40
                            ORIENT WY

                        	
                          RUTHERFORD

                        	
                          NJ

                        
	
                          DSLnet
                            Atlantic

                        	
                          8
                            HAMBURG TPKE

                        	
                          RIVERDALE

                        	
                          NJ

                        
	
                          DSLnet
                            Atlantic

                        	
                          945
                            KINDERKAMACK RD

                        	
                          RIVER
                            EDGE

                        	
                          NJ

                        
	
                          DSLnet
                            Atlantic

                        	
                          544
                            SPRINGFIELD AV

                        	
                          SUMMIT

                        	
                          NJ

                        
	
                          DSLnet
                            Atlantic

                        	
                          318
                            CRANBURY RD

                        	
                          SOUTH
                            RIVER

                        	
                          NJ

                        
	
                          DSLnet
                            Atlantic

                        	
                          172
                            W MAIN ST

                        	
                          SOMERVILLE

                        	
                          NJ

                        
	
                          DSLnet
                            Atlantic

                        	
                          243
                            E STATE ST

                        	
                          TRENTON

                        	
                          NJ

                        
	
                          DSLnet
                            Atlantic

                        	
                          3414
                            NEW YORK AV

                        	
                          UNION
                            CITY

                        	
                          NJ

                        
	
                          DSLnet
                            Atlantic

                        	
                          1067
                            STUYVESANT AV

                        	
                          UNION
                            -UNION

                        	
                          NJ

                        
	
                          DSLnet
                            Atlantic

                        	
                          138
                            MAIN ST

                        	
                          WOODBRIDGE

                        	
                          NJ

                        
	
                          DSLnet
                            Atlantic

                        	
                          30
                            CURTIS AV

                        	
                          WOODBURY

                        	
                          NJ

                        
	
                          DSLnet
                            Atlantic

                        	
                          330
                            HIGHWAY 10

                        	
                          WHIPPANY

                        	
                          NJ

                        
	
                          DSLnet
                            Atlantic

                        	
                          115
                            MOUNTAIN AVE

                        	
                          WESTFIELD

                        	
                          NJ

                        
	
                          DSLnet
                            Atlantic

                        	
                          35
                            FOURTH AV

                        	
                          BAY
                            SHORE

                        	
                          NY

                        
	
                          DSLnet
                            Atlantic

                        	
                          85
                            W 2 ST

                        	
                          DEERPARK

                        	
                          NY

                        
	
                          DSLnet
                            Atlantic

                        	
                          159
                            LOWELL AV

                        	
                          FLORAL
                            PARK

                        	
                          NY

                        
	
                          DSLnet
                            Atlantic

                        	
                          575
                            CONKLIN ST

                        	
                          FARMINGDALE

                        	
                          NY

                        
	
                          DSLnet
                            Atlantic

                        	
                          120
                            S GROVE ST

                        	
                          FREEPORT

                        	
                          NY

                        
	
                          DSLnet
                            Atlantic

                        	
                          9
                            BARSTOW RD

                        	
                          GREAT
                            NECK

                        	
                          NY

                        
	
                          DSLnet
                            Atlantic

                        	
                          69
                            W CHERRY ST

                        	
                          HICKSVILLE

                        	
                          NY

                        
	
                          DSLnet
                            Atlantic

                        	
                          199
                            FULTON AV

                        	
                          HEMPSTEAD

                        	
                          NY

                        
	
                          DSLnet
                            Atlantic

                        	
                          50
                            W 4 ST

                        	
                          HUNTINGTON
                            STATION

                        	
                          NY

                        
	
                          DSLnet
                            Atlantic

                        	
                          RED
                            OAK LA

                        	
                          HARRISON

                        	
                          NY

                        
	
                          DSLnet
                            Atlantic

                        	
                          7
                            WASHINGTON AV

                        	
                          LYNBROOK

                        	
                          NY

                        
	
                          DSLnet
                            Atlantic

                        	
                          60
                            MAIN ST

                        	
                          MINEOLA

                        	
                          NY

                        
	
                          DSLnet
                            Atlantic

                        	
                          473
                            N BARRY AV

                        	
                          MAMARONECK

                        	
                          NY

                        
	
                          DSLnet
                            Atlantic

                        	
                          342
                            HUGENOT ST

                        	
                          NEW
                            ROCHELLE

                        	
                          NY

                        
	
                          DSLnet
                            Atlantic

                        	
                          111
                            8TH AVE

                        	
                          MANHATTAN

                        	
                          NY

                        
	
                          DSLnet
                            Atlantic

                        	
                          355
                            14 ST

                        	
                          BROOKLYN

                        	
                          NY

                        


                

                 

                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

                 

                
                  
                    	
                            DSLnet
                              Atlantic

                          	
                            7101
                              SIXTEENTH AV

                          	
                            BROOKLYN

                          	
                            NY

                          
	
                            DSLnet
                              Atlantic

                          	
                            7701
                              3RD AVE

                          	
                            BROOKLYN

                          	
                            NY

                          
	
                            DSLnet
                              Atlantic

                          	
                            1101
                              AV R

                          	
                            BROOKLYN

                          	
                            NY

                          
	
                            DSLnet
                              Atlantic

                          	
                            2101
                              W 12 ST

                          	
                            BROOKLYN

                          	
                            NY

                          
	
                            DSLnet
                              Atlantic

                          	
                            2885
                              OCEAN AV

                          	
                            BROOKLYN

                          	
                            NY

                          
	
                            DSLnet
                              Atlantic

                          	
                            360
                              BRIDGE ST

                          	
                            BROOKLYN

                          	
                            NY

                          
	
                            DSLnet
                              Atlantic

                          	
                            680
                              FAIRVIEW AV

                          	
                            BROOKLYN

                          	
                            NY

                          
	
                            DSLnet
                              Atlantic

                          	
                            4101
                              FOURTEENTH AVE

                          	
                            BROOKLYN

                          	
                            NY

                          
	
                            DSLnet
                              Atlantic

                          	
                            1421
                              OCEAN AVE

                          	
                            BROOKLYN

                          	
                            NY

                          
	
                            DSLnet
                              Atlantic

                          	
                            55
                              MESEROLE ST

                          	
                            BROOKLYN

                          	
                            NY

                          
	
                            DSLnet
                              Atlantic

                          	
                            204
                              SECOND AV

                          	
                            MANHATTAN

                          	
                            NY

                          
	
                            DSLnet
                              Atlantic

                          	
                            210
                              W 18TH ST

                          	
                            MANHATTAN

                          	
                            NY

                          
	
                            DSLnet
                              Atlantic

                          	
                            227
                              E 30TH ST

                          	
                            MANHATTAN

                          	
                            NY

                          
	
                            DSLnet
                              Atlantic

                          	
                            230
                              W 36 ST

                          	
                            MANHATTAN

                          	
                            NY

                          
	
                            DSLnet
                              Atlantic

                          	
                            221
                              E 37 ST

                          	
                            MANHATTAN

                          	
                            NY

                          
	
                            DSLnet
                              Atlantic

                          	
                            1095
                              AV OF AMERICAS

                          	
                            MANHATTAN

                          	
                            NY

                          
	
                            DSLnet
                              Atlantic

                          	
                            435
                              W 50TH ST

                          	
                            NEW
                              YORK CITY

                          	
                            NY

                          
	
                            DSLnet
                              Atlantic

                          	
                            223
                              E 55TH ST

                          	
                            MANHATTAN

                          	
                            NY

                          
	
                            DSLnet
                              Atlantic

                          	
                            125
                              W 73 ST

                          	
                            MANHATTAN

                          	
                            NY

                          
	
                            DSLnet
                              Atlantic

                          	
                            208
                              E 79 ST

                          	
                            MANHATTAN

                          	
                            NY

                          
	
                            DSLnet
                              Atlantic

                          	
                            151
                              E 97 ST

                          	
                            MANHATTAN

                          	
                            NY

                          
	
                            DSLnet
                              Atlantic

                          	
                            104
                              BROAD ST

                          	
                            MANHATTAN

                          	
                            NY

                          
	
                            DSLnet
                              Atlantic

                          	
                            380
                              CONVENT AV

                          	
                            MANHATTAN

                          	
                            NY

                          
	
                            DSLnet
                              Atlantic

                          	
                            193
                              MANHATTAN AV

                          	
                            MANHATTAN

                          	
                            NY

                          
	
                            DSLnet
                              Atlantic

                          	
                            50
                              VARICK ST

                          	
                            MANHATTAN

                          	
                            NY

                          
	
                            DSLnet
                              Atlantic

                          	
                            140
                              WEST ST

                          	
                            MANHATTAN

                          	
                            NY

                          
	
                            DSLnet
                              Atlantic

                          	
                            28-27
                              30 ST, ASTORIA

                          	
                            QUEENS

                          	
                            NY

                          
	
                            DSLnet
                              Atlantic

                          	
                            10715
                              70TH RD

                          	
                            FOREST
                              HILLS

                          	
                            NY

                          
	
                            DSLnet
                              Atlantic

                          	
                            13734
                              NORTHERN BLVD

                          	
                            FLUSHING

                          	
                            NY

                          
	
                            DSLnet
                              Atlantic

                          	
                            11-31
                              46 RD,LONG ISL

                          	
                            QUEENS

                          	
                            NY

                          


                  

                   

                  
                    
                      
                      

                    

                    
                      
                      

                      
                        

                      

                    

                    
                      
                      

                    

                  

                   

                  
                    
                      	
                              DSLnet
                                Atlantic

                            	
                              82-23
                                BROADWAY, ELMH

                            	
                              QUEENS

                            	
                              NY

                            
	
                              DSLnet
                                Atlantic

                            	
                              87-28
                                109 ST, RICHMO

                            	
                              QUEENS

                            	
                              NY

                            
	
                              DSLnet
                                Atlantic

                            	
                              42
                                NEW DORP LN

                            	
                              STATEN
                                ISLAND

                            	
                              NY

                            
	
                              DSLnet
                                Atlantic

                            	
                              355
                                FOREST AVE

                            	
                              STATEN
                                ISLAND

                            	
                              NY

                            
	
                              DSLnet
                                Atlantic

                            	
                              5180
                                AMBOY RD, ANNAD

                            	
                              STATEN
                                ISLAND

                            	
                              NY

                            
	
                              DSLnet
                                Atlantic

                            	
                              1745
                                RICHMOND AVE

                            	
                              STATEN
                                ISLAND

                            	
                              NY

                            
	
                              DSLnet
                                Atlantic

                            	
                              3050
                                CRUGER AV

                            	
                              BRONX

                            	
                              NY

                            
	
                              DSLnet
                                Atlantic

                            	
                              1106
                                HOE AV

                            	
                              BRONX

                            	
                              NY

                            
	
                              DSLnet
                                Atlantic

                            	
                              370
                                E 150 ST

                            	
                              BRONX

                            	
                              NY

                            
	
                              DSLnet
                                Atlantic

                            	
                              2411
                                TRATMAN AV

                            	
                              BRONX

                            	
                              NY

                            
	
                              DSLnet
                                Atlantic

                            	
                              30
                                SHEEP PASTURE RD

                            	
                              PORT
                                JEFFERSON STATI

                            	
                              NY

                            
	
                              DSLnet
                                Atlantic

                            	
                              50
                                BROAD ST

                            	
                              PORT
                                CHESTER

                            	
                              NY

                            
	
                              DSLnet
                                Atlantic

                            	
                              158
                                W CENTRAL AV

                            	
                              SPRING
                                VALLEY

                            	
                              NY

                            
	
                              DSLnet
                                Atlantic

                            	
                              111
                                MAIN ST

                            	
                              WHITE
                                PLAINS

                            	
                              NY

                            
	
                              DSLnet
                                Atlantic

                            	
                              40
                                MAIN ST

                            	
                              YONKERS

                            	
                              NY

                            
	
                              DSLnet
                                Atlantic

                            	
                              20
                                N SPRING GARDEN ST

                            	
                              AMBLER

                            	
                              PA

                            
	
                              DSLnet
                                Atlantic

                            	
                              116
                                E LANCASTER AVE

                            	
                              ARDMORE

                            	
                              PA

                            
	
                              DSLnet
                                Atlantic

                            	
                              321
                                LEVERING MILL RD

                            	
                              BALA-CYNWYD

                            	
                              PA

                            
	
                              DSLnet
                                Atlantic

                            	
                              525
                                N NEW ST

                            	
                              BETHLEHEM

                            	
                              PA

                            
	
                              DSLnet
                                Atlantic

                            	
                              1102
                                E LANCASTER AVE

                            	
                              BRYN
                                MAWR

                            	
                              PA

                            
	
                              DSLnet
                                Atlantic

                            	
                              5112
                                W LIBRARY RD

                            	
                              BETHEL
                                PARK

                            	
                              PA

                            
	
                              DSLnet
                                Atlantic

                            	
                              201
                                E MAIN ST

                            	
                              CARNEGIE

                            	
                              PA

                            
	
                              DSLnet
                                Atlantic

                            	
                              1518
                                BUSTLETON PIKE

                            	
                              CHURCHVILLE

                            	
                              PA

                            
	
                              DSLnet
                                Atlantic

                            	
                              181
                                NORTH LN

                            	
                              CONSHOHOCKEN

                            	
                              PA

                            
	
                              DSLnet
                                Atlantic

                            	
                              11
                                SIDNEY-UNION ST

                            	
                              CRAFTON

                            	
                              PA

                            
	
                              DSLnet
                                Atlantic

                            	
                              3151
                                PIONEER AV

                            	
                              DORMONT

                            	
                              PA

                            
	
                              DSLnet
                                Atlantic

                            	
                              2920
                                FORREST AVE

                            	
                              EDDINGTON

                            	
                              PA

                            
	
                              DSLnet
                                Atlantic

                            	
                              100
                                E SWEDESFORD RD

                            	
                              EXTON

                            	
                              PA

                            
	
                              DSLnet
                                Atlantic

                            	
                              29
                                E MORELAND AVE

                            	
                              HATBORO

                            	
                              PA

                            


                    

                     

                    
                      
                        
                        

                      

                      
                        
                        

                        
                          

                        

                      

                      
                        
                        

                      

                    

                     

                    
                      
                        	
                                DSLnet
                                  Atlantic

                              	
                                100
                                  GREENWOOD AVE

                              	
                                JENKINTOWN

                              	
                                PA

                              
	
                                DSLnet
                                  Atlantic

                              	
                                540
                                  ALLENDALE RD

                              	
                                KING
                                  OF PRUSSIA

                              	
                                PA

                              
	
                                DSLnet
                                  Atlantic

                              	
                                149
                                  N BELLEVUE AVE

                              	
                                LANGHORNE

                              	
                                PA

                              
	
                                DSLnet
                                  Atlantic

                              	
                                4206
                                  NORTHERN PIKE

                              	
                                MONROEVILLE

                              	
                                PA

                              
	
                                DSLnet
                                  Atlantic

                              	
                                360
                                  DELAWARE AV

                              	
                                OAKMONT
                                  -ALLEGHENY-

                              	
                                PA

                              
	
                                DSLnet
                                  Atlantic

                              	
                                125
                                  W CIRCULAR AVE

                              	
                                PAOLI

                              	
                                PA

                              
	
                                DSLnet
                                  Atlantic

                              	
                                2000
                                  S BROAD ST

                              	
                                PHILADELPHIA

                              	
                                PA

                              
	
                                DSLnet
                                  Atlantic

                              	
                                401
                                  N BROAD ST

                              	
                                PHILADELPHIA

                              	
                                PA

                              
	
                                DSLnet
                                  Atlantic

                              	
                                1631
                                  ARCH ST

                              	
                                PHILADELPHIA

                              	
                                PA

                              
	
                                DSLnet
                                  Atlantic

                              	
                                900
                                  RACE ST

                              	
                                PHILADELPHIA

                              	
                                PA

                              
	
                                DSLnet
                                  Atlantic

                              	
                                423
                                  S 17TH ST

                              	
                                PHILADELPHIA

                              	
                                PA

                              
	
                                DSLnet
                                  Atlantic

                              	
                                719
                                  WARRINGTON

                              	
                                PITTSBURGH

                              	
                                PA

                              
	
                                DSLnet
                                  Atlantic

                              	
                                2256
                                  BROWNSVILLE RD

                              	
                                PITTSBURGH

                              	
                                PA

                              
	
                                DSLnet
                                  Atlantic

                              	
                                416
                                  7TH AV

                              	
                                PITTSBURGH

                              	
                                PA

                              
	
                                DSLnet
                                  Atlantic

                              	
                                223
                                  N HIGHLAND AVE

                              	
                                PITTSBURGH

                              	
                                PA

                              
	
                                DSLnet
                                  Atlantic

                              	
                                15
                                  E MONTGOMERY AV

                              	
                                PITTSBURGH

                              	
                                PA

                              
	
                                DSLnet
                                  Atlantic

                              	
                                530
                                  N NEVILLE ST

                              	
                                PITTSBURGH

                              	
                                PA

                              
	
                                DSLnet
                                  Atlantic

                              	
                                5741
                                  POCUSSET

                              	
                                PITTSBURGH

                              	
                                PA

                              
	
                                DSLnet
                                  Atlantic

                              	
                                1104
                                  PERRY HWY

                              	
                                PERRYSVILLE
                                  -ALLEGHE

                              	
                                PA

                              
	
                                DSLnet
                                  Atlantic

                              	
                                RT
                                  60 CAMBELLS RD

                              	
                                ROBINSON
                                  TWP -ALLEGH

                              	
                                PA

                              
	
                                DSLnet
                                  Atlantic

                              	
                                1346
                                  MAIN ST

                              	
                                SHARPSBURG-ALLEGH.

                              	
                                PA

                              
	
                                DSLnet
                                  Atlantic

                              	
                                480
                                  E THOMPSON AVE

                              	
                                SPRINGFIELD
                                  (DELAWARE)

                              	
                                PA

                              
	
                                DSLnet
                                  Atlantic

                              	
                                801
                                  PENN AV

                              	
                                TURTLE
                                  CREEK

                              	
                                PA

                              
	
                                DSLnet
                                  Atlantic

                              	
                                50
                                  BRIMFIELD RD

                              	
                                TROOPER

                              	
                                PA

                              
	
                                DSLnet
                                  Atlantic

                              	
                                41
                                  E BEAU ST

                              	
                                WASHINGTON

                              	
                                PA

                              
	
                                DSLnet
                                  Atlantic

                              	
                                300
                                  W LANCASTER AVE

                              	
                                WAYNE

                              	
                                PA

                              
	
                                DSLnet
                                  Atlantic

                              	
                                401
                                  S HIGH ST

                              	
                                WEST
                                  CHESTER

                              	
                                PA

                              
	
                                DSLnet
                                  Atlantic

                              	
                                1026
                                  HAY ST 15221

                              	
                                WILKINSBURG

                              	
                                PA

                              
	
                                DSLnet
                                  Atlantic

                              	
                                229
                                  OLD YORK RD

                              	
                                WILLOW
                                  GROVE

                              	
                                PA

                              
	
                                DSLnet
                                  Atlantic

                              	
                                6538
                                  LITTLE RIVER TPKE

                              	
                                ALEXANDRIA

                              	
                                VA

                              


                      

                       

                      
                        
                          
                          

                        

                        
                          
                          

                          
                            

                          

                        

                        
                          
                          

                        

                      

                       

                      
                        
                          	
                                  DSLnet
                                    Atlantic

                                	
                                  1316
                                    MT VERNON AVE

                                	
                                  ALEXANDRIA

                                	
                                  VA

                                
	
                                  DSLnet
                                    Atlantic

                                	
                                  4805
                                    KING ST

                                	
                                  ALEXANDRIA

                                	
                                  VA

                                
	
                                  DSLnet
                                    Atlantic

                                	
                                  4242
                                    DUKE ST

                                	
                                  ALEXANDRIA

                                	
                                  VA

                                
	
                                  DSLnet
                                    Atlantic

                                	
                                  1025
                                    N IRVING ST

                                	
                                  ARLINGTON

                                	
                                  VA

                                
	
                                  DSLnet
                                    Atlantic

                                	
                                  900
                                    S WALTER REED DR

                                	
                                  ARLINGTON

                                	
                                  VA

                                
	
                                  DSLnet
                                    Atlantic

                                	
                                  6700
                                    LEE HWY

                                	
                                  ARLINGTON

                                	
                                  VA

                                
	
                                  DSLnet
                                    Atlantic

                                	
                                  20730
                                    Ashburn Rd

                                	
                                  ASHBURN

                                	
                                  VA

                                
	
                                  DSLnet
                                    Atlantic

                                	
                                  13361
                                    LEE HWY

                                	
                                  CENTREVILLE

                                	
                                  VA

                                
	
                                  DSLnet
                                    Atlantic

                                	
                                  1755
                                    Old Meadow Road

                                	
                                  Mclean

                                	
                                  VA

                                
	
                                  DSLnet
                                    Atlantic

                                	
                                  2935
                                    GALLOWS RD

                                	
                                  FALLS
                                    CHURCH

                                	
                                  VA

                                
	
                                  DSLnet
                                    Atlantic

                                	
                                  9419
                                    BRADDOCK RD

                                	
                                  FAIRFAX

                                	
                                  VA

                                
	
                                  DSLnet
                                    Atlantic

                                	
                                  10431
                                    LEE HWY

                                	
                                  FAIRFAX

                                	
                                  VA

                                
	
                                  DSLnet
                                    Atlantic

                                	
                                  755
                                    WALKER RD

                                	
                                  GREAT
                                    FALLS

                                	
                                  VA

                                
	
                                  DSLnet
                                    Atlantic

                                	
                                  131
                                    E QUEEN ST

                                	
                                  HAMPTON

                                	
                                  VA

                                
	
                                  DSLnet
                                    Atlantic

                                	
                                  2516
                                    HORSEPEN RD

                                	
                                  HERNDON

                                	
                                  VA

                                
	
                                  DSLnet
                                    Atlantic

                                	
                                  1130
                                    Elden St.

                                	
                                  HERNDON

                                	
                                  VA

                                
	
                                  DSLnet
                                    Atlantic

                                	
                                  21376
                                    Potomac View Rd

                                	
                                  HERNDON

                                	
                                  VA

                                
	
                                  DSLnet
                                    Atlantic

                                	
                                  145
                                    E MARKET ST

                                	
                                  LEESBURG

                                	
                                  VA

                                
	
                                  DSLnet
                                    Atlantic

                                	
                                  1701
                                    CHAINBRIDGE RD.

                                	
                                  MCLEAN

                                	
                                  VA

                                
	
                                  DSLnet
                                    Atlantic

                                	
                                  SALISBURY
                                    DR

                                	
                                  MIDLOTHIAN

                                	
                                  VA

                                
	
                                  DSLnet
                                    Atlantic

                                	
                                  BRICKEL
                                    & BRIAR HILL

                                	
                                  NORFOLK

                                	
                                  VA

                                
	
                                  DSLnet
                                    Atlantic

                                	
                                  120
                                    BUTE ST

                                	
                                  NORFOLK

                                	
                                  VA

                                
	
                                  DSLnet
                                    Atlantic

                                	
                                  1724
                                    LOVITT AVE

                                	
                                  NORFOLK

                                	
                                  VA

                                
	
                                  DSLnet
                                    Atlantic

                                	
                                  3131
                                    E SEWELLS PT RD

                                	
                                  NORFOLK

                                	
                                  VA

                                
	
                                  DSLnet
                                    Atlantic

                                	
                                  10
                                    HARPERSVILLE RD

                                	
                                  NEWPORT
                                    NEWS

                                	
                                  VA

                                
	
                                  DSLnet
                                    Atlantic

                                	
                                  101
                                    N UNION ST

                                	
                                  PETERSBURG

                                	
                                  VA

                                
	
                                  DSLnet
                                    Atlantic

                                	
                                  703
                                    E GRACE ST

                                	
                                  RICHMOND

                                	
                                  VA

                                
	
                                  DSLnet
                                    Atlantic

                                	
                                  3310
                                    HULL

                                	
                                  RICHMOND

                                	
                                  VA

                                
	
                                  DSLnet
                                    Atlantic

                                	
                                  6102
                                    HERMITAGE RD

                                	
                                  RICHMOND

                                	
                                  VA

                                


                        

                         

                        
                          
                            
                            

                          

                          
                            
                            

                            
                              

                            

                          

                          
                            
                            

                          

                        

                         

                        
                          
                            	
                                    DSLnet
                                      Atlantic

                                  	
                                    2510
                                      TURNER RD

                                  	
                                    RICHMOND

                                  	
                                    VA

                                  
	
                                    DSLnet
                                      Atlantic

                                  	
                                    1619
                                      LOGAN

                                  	
                                    RICHMOND

                                  	
                                    VA

                                  
	
                                    DSLnet
                                      Atlantic

                                  	
                                    3500
                                      PEMBERTON RD

                                  	
                                    RICHMOND

                                  	
                                    VA

                                  
	
                                    DSLnet
                                      Atlantic

                                  	
                                    6917
                                      PATTERSON AV

                                  	
                                    RICHMOND

                                  	
                                    VA

                                  
	
                                    DSLnet
                                      Atlantic

                                  	
                                    5101
                                      RANDALL AV

                                  	
                                    RICHMOND

                                  	
                                    VA

                                  
	
                                    DSLnet
                                      Atlantic

                                  	
                                    2617
                                      STUART AV

                                  	
                                    RICHMOND

                                  	
                                    VA

                                  
	
                                    DSLnet
                                      Atlantic

                                  	
                                    1632
                                      E. Parham Street

                                  	
                                    Richmond

                                  	
                                    VA

                                  
	
                                    DSLnet
                                      Atlantic

                                  	
                                    FOX
                                      MILL RD

                                  	
                                    RESTON

                                  	
                                    VA

                                  
	
                                    DSLnet
                                      Atlantic

                                  	
                                    8130
                                      KEENE MILL RD

                                  	
                                    SPRINGFIELD

                                  	
                                    VA

                                  
	
                                    DSLnet
                                      Atlantic

                                  	
                                    2702
                                      SUTTON RD

                                  	
                                    VIENNA

                                  	
                                    VA

                                  
	
                                    DSLnet
                                      Atlantic

                                  	
                                    515
                                      DORSET AV

                                  	
                                    VIRGINIA
                                      BEACH

                                  	
                                    VA

                                  
	
                                    DSLnet
                                      Atlantic

                                  	
                                    6028
                                      INDIAN RIVER

                                  	
                                    VIRGINIA
                                      BEACH

                                  	
                                    VA

                                  
	
                                    DSLnet
                                      Atlantic

                                  	
                                    132
                                      S PLAZA TRL

                                  	
                                    VIRGINIA
                                      BEACH

                                  	
                                    VA

                                  
	
                                    DSLnet
                                      Atlantic

                                  	
                                    316
                                      32ND ST

                                  	
                                    VIRGINIA
                                      BEACH

                                  	
                                    VA

                                  
	
                                    DSLnet
                                      Atlantic

                                  	
                                    404
                                      S HENRY ST

                                  	
                                    WILLIAMSBURG

                                  	
                                    VA

                                  
	
                                    DSL.net,
                                      Inc.

                                  	
                                    1920
                                      OXMOOR RD

                                  	
                                    HOMEWOOD

                                  	
                                    AL

                                  
	
                                    DSL.net,
                                      Inc.

                                  	
                                    1715
                                      6TH AVE N

                                  	
                                    BIRMINGHAM

                                  	
                                    AL

                                  
	
                                    DSL.net,
                                      Inc.

                                  	
                                    1480
                                      MONTGOMERY HWY

                                  	
                                    BIRMINGHAM

                                  	
                                    AL

                                  
	
                                    DSL.net,
                                      Inc.

                                  	
                                    310
                                      FOUNTAIN CIR SW

                                  	
                                    HUNTSVILLE

                                  	
                                    AL

                                  
	
                                    DSL.net,
                                      Inc.

                                  	
                                    7600
                                      S MEMORIAL

                                  	
                                    HUNTSVILLE

                                  	
                                    AL

                                  
	
                                    DSL.net,
                                      Inc.

                                  	
                                    450
                                      MAIN ST. EAST

                                  	
                                    RAINSVILLE

                                  	
                                    AL

                                  
	
                                    DSL.net,
                                      Inc.

                                  	
                                    3861
                                      ATLANTA HWY

                                  	
                                    MONTGOMERY

                                  	
                                    AL

                                  
	
                                    DSL.net,
                                      Inc.

                                  	
                                    38
                                      WASHINGTON AVE

                                  	
                                    MONTGOMERY

                                  	
                                    AL

                                  
	
                                    DSL.net,
                                      Inc.

                                  	
                                    401
                                      FRANKLIN ST

                                  	
                                    MONTEREY

                                  	
                                    CA

                                  
	
                                    DSL.net,
                                      Inc.

                                  	
                                    4623
                                      SCOTTS VLY RD

                                  	
                                    SCOTTS
                                      VALLEY

                                  	
                                    CA

                                  
	
                                    DSL.net,
                                      Inc.

                                  	
                                    55
                                      South Market St., Suite 1180-A

                                  	
                                    San
                                      Jose

                                  	
                                    CA

                                  
	
                                    DSL.net,
                                      Inc.

                                  	
                                    340
                                      PAJARO ST

                                  	
                                    SALINAS

                                  	
                                    CA

                                  
	
                                    DSL.net,
                                      Inc.

                                  	
                                    709
                                      CENTER ST

                                  	
                                    SANTA
                                      CRUZ

                                  	
                                    CA

                                  
	
                                    DSL.net,
                                      Inc.

                                  	
                                    3640
                                      CAPITOLA RD

                                  	
                                    SANTA
                                      CRUZ

                                  	
                                    CA

                                  
	
                                    DSL.net,
                                      Inc.

                                  	
                                    942
                                      MAIN ST

                                  	
                                    BRANFORD

                                  	
                                    CT

                                  
	
                                    DSL.net,
                                      Inc.

                                  	
                                    365
                                      JOHN ST

                                  	
                                    BRIDGEPORT

                                  	
                                    CT

                                  
	
                                    DSL.net,
                                      Inc.

                                  	
                                    27
                                      SEDGWICK AVE

                                  	
                                    DARIEN

                                  	
                                    CT

                                  
	
                                    DSL.net,
                                      Inc.

                                  	
                                    39
                                      WEST ST

                                  	
                                    DANBURY

                                  	
                                    CT

                                  
	
                                    DSL.net,
                                      Inc.

                                  	
                                    293
                                      REEF RD

                                  	
                                    FAIRFIELD

                                  	
                                    CT

                                  
	
                                    DSL.net,
                                      Inc.

                                  	
                                    18
                                      MAIN ST

                                  	
                                    FARMINGTON

                                  	
                                    CT

                                  
	
                                    DSL.net,
                                      Inc.

                                  	
                                    2220
                                      MAIN ST

                                  	
                                    GLASTONBURY

                                  	
                                    CT

                                  
	
                                    DSL.net,
                                      Inc.

                                  	
                                    16
                                      SHERWOOD PL

                                  	
                                    GREENWICH

                                  	
                                    CT

                                  
	
                                    DSL.net,
                                      Inc.

                                  	
                                    1981
                                      WHITNEY AVE

                                  	
                                    HAMDEN

                                  	
                                    CT

                                  
	
                                    DSL.net,
                                      Inc.

                                  	
                                    111
                                      TRUMBULL ST

                                  	
                                    HARTFORD

                                  	
                                    CT

                                  
	
                                    DSL.net,
                                      Inc.

                                  	
                                    545
                                      Long Wharf 5th floor

                                  	
                                    New
                                      Haven

                                  	
                                    CT

                                  
	
                                    DSL.net,
                                      Inc.

                                  	
                                    74
                                      HIGH ST

                                  	
                                    MILFORD

                                  	
                                    CT

                                  


                          

                           

                          
                            
                              
                              

                            

                            
                              
                              

                              
                                

                              

                            

                            
                              
                              

                            

                          

                           

                          
                            
                              	
                                      DSL.net,
                                        Inc.

                                    	
                                      2
                                        WASHINGTON ST

                                    	
                                      NORWALK

                                    	
                                      CT

                                    
	
                                      DSL.net,
                                        Inc.

                                    	
                                      104
                                        S MAIN ST

                                    	
                                      NORWALK

                                    	
                                      CT

                                    
	
                                      DSL.net,
                                        Inc.

                                    	
                                      135
                                        MAIN ST

                                    	
                                      NEW
                                        CANAAN

                                    	
                                      CT

                                    
	
                                      DSL.net,
                                        Inc.

                                    	
                                      400
                                        STATE ST

                                    	
                                      NEW
                                        HAVEN

                                    	
                                      CT

                                    
	
                                      DSL.net,
                                        Inc.

                                    	
                                      10
                                        CATOOHAN ST

                                    	
                                      RIDGEFIELD

                                    	
                                      CT

                                    
	
                                      DSL.net,
                                        Inc.

                                    	
                                      555
                                        MAIN ST

                                    	
                                      STAMFORD

                                    	
                                      CT

                                    
	
                                      DSL.net,
                                        Inc.

                                    	
                                      2672
                                        MAIN ST

                                    	
                                      STRATFORD

                                    	
                                      CT

                                    
	
                                      DSL.net,
                                        Inc.

                                    	
                                      571
                                        PROSPECT AVE

                                    	
                                      WEST
                                        HARTFORD

                                    	
                                      CT

                                    
	
                                      DSL.net,
                                        Inc.

                                    	
                                      89
                                        N MAIN ST

                                    	
                                      WALLINGFORD

                                    	
                                      CT

                                    
	
                                      DSL.net,
                                        Inc.

                                    	
                                      34
                                        OLD RIDGEFIELD RD

                                    	
                                      WILTON

                                    	
                                      CT

                                    
	
                                      DSL.net,
                                        Inc.

                                    	
                                      20
                                        MYRTLE AVE

                                    	
                                      WESTPORT

                                    	
                                      CT

                                    
	
                                      DSL.net,
                                        Inc.

                                    	
                                      75
                                        WELLS RD

                                    	
                                      WETHERSFIELD

                                    	
                                      CT

                                    
	
                                      DSL.net,
                                        Inc.

                                    	
                                      5140
                                        CONGRESS AV

                                    	
                                      BOCA
                                        RATON

                                    	
                                      FL

                                    
	
                                      DSL.net,
                                        Inc.

                                    	
                                      838
                                        S DIXIE HWY

                                    	
                                      BOCA
                                        RATON

                                    	
                                      FL

                                    
	
                                      DSL.net,
                                        Inc.

                                    	
                                      9407
                                        Glades Rd

                                    	
                                      BOCA
                                        RATON

                                    	
                                      FL

                                    
	
                                      DSL.net,
                                        Inc.

                                    	
                                      712
                                        FLORIDA AVE

                                    	
                                      COCOA

                                    	
                                      FL

                                    
	
                                      DSL.net,
                                        Inc.

                                    	
                                      150
                                        CROTON RD.

                                    	
                                      EAU
                                        GALLIE

                                    	
                                      FL

                                    
	
                                      DSL.net,
                                        Inc.

                                    	
                                      2530
                                        E OAKLAND PARK BLVD

                                    	
                                      FORT
                                        LAUDERDALE

                                    	
                                      FL

                                    
	
                                      DSL.net,
                                        Inc.

                                    	
                                      5395
                                        NW 14TH AVE

                                    	
                                      FORT
                                        LAUDERDALE

                                    	
                                      FL

                                    
	
                                      DSL.net,
                                        Inc.

                                    	
                                      10141
                                        W BROWARD BLVD

                                    	
                                      PLANTATION

                                    	
                                      FL

                                    
	
                                      DSL.net,
                                        Inc.

                                    	
                                      211
                                        NE 2ND ST

                                    	
                                      FORT
                                        LAUDERDALE

                                    	
                                      FL

                                    
	
                                      DSL.net,
                                        Inc.

                                    	
                                      4200
                                        W OAKLAND PARK BLVD

                                    	
                                      Lauderdale
                                        Lakes

                                    	
                                      FL

                                    
	
                                      DSL.net,
                                        Inc.

                                    	
                                      4036
                                        BRYAN BLVD

                                    	
                                      Plantation

                                    	
                                      FL

                                    
	
                                      DSL.net,
                                        Inc.

                                    	
                                      714
                                        N FEDERAL HWY

                                    	
                                      HOLLYWOOD

                                    	
                                      FL

                                    
	
                                      DSL.net,
                                        Inc.

                                    	
                                      61
                                        NW 98th AV

                                    	
                                      Pembroke
                                        Pines

                                    	
                                      FL

                                    
	
                                      DSL.net,
                                        Inc.

                                    	
                                      250
                                        S 62ND AV

                                    	
                                      HOLLYWOOD

                                    	
                                      FL

                                    
	
                                      DSL.net,
                                        Inc.

                                    	
                                      916
                                        N STATE RD 434

                                    	
                                      ALTAMONTE
                                        SPRINGS

                                    	
                                      FL

                                    
	
                                      DSL.net,
                                        Inc.

                                    	
                                      728
                                        E PALMETTO AV

                                    	
                                      MELBOURNE

                                    	
                                      FL

                                    
	
                                      DSL.net,
                                        Inc.

                                    	
                                      7320
                                        LK UNDERHILL RD

                                    	
                                      ORLANDO

                                    	
                                      FL

                                    
	
                                      DSL.net,
                                        Inc.

                                    	
                                      2315
                                        E CENTRAL AV

                                    	
                                      ORLANDO

                                    	
                                      FL

                                    
	
                                      DSL.net,
                                        Inc.

                                    	
                                      45
                                        N MAGNOLIA AVE

                                    	
                                      ORLANDO

                                    	
                                      FL

                                    
	
                                      DSL.net,
                                        Inc.

                                    	
                                      6621
                                        S ORANGE AV

                                    	
                                      ORLANDO

                                    	
                                      FL

                                    
	
                                      DSL.net,
                                        Inc.

                                    	
                                      5120
                                        SILVER STAR RD

                                    	
                                      ORLANDO

                                    	
                                      FL

                                    
	
                                      DSL.net,
                                        Inc.

                                    	
                                      4959
                                        SANDLAKE RD

                                    	
                                      ORLANDO

                                    	
                                      FL

                                    
	
                                      DSL.net,
                                        Inc.

                                    	
                                      16645
                                        S. Dixie Hwy

                                    	
                                      PERRINE

                                    	
                                      FL

                                    
	
                                      DSL.net,
                                        Inc.

                                    	
                                      501
                                        W 9TH ST

                                    	
                                      SANFORD

                                    	
                                      FL

                                    
	
                                      DSL.net,
                                        Inc.

                                    	
                                      300
                                        W 3RD ST

                                    	
                                      STUART

                                    	
                                      FL

                                    
	
                                      DSL.net,
                                        Inc.

                                    	
                                      151
                                        S NEW YORK AVE

                                    	
                                      WINTER
                                        PARK

                                    	
                                      FL

                                    
	
                                      DSL.net,
                                        Inc.

                                    	
                                      325
                                        GARDENIA ST

                                    	
                                      WEST
                                        PALM BEACH

                                    	
                                      FL

                                    
	
                                      DSL.net,
                                        Inc.

                                    	
                                      3800
                                        S MILITARY TRL

                                    	
                                      LAKE
                                        WORTH

                                    	
                                      FL

                                    
	
                                      DSL.net,
                                        Inc.

                                    	
                                      3700
                                        RCA BLVD

                                    	
                                      WEST
                                        PALM BEACH

                                    	
                                      FL

                                    
	
                                      DSL.net,
                                        Inc.

                                    	
                                      1500
                                        N. HAVERHILL RD

                                    	
                                      WEST
                                        PALM BEACH

                                    	
                                      FL

                                    
	
                                      DSL.net,
                                        Inc.

                                    	
                                      11455
                                        SOUTHERN BLVD

                                    	
                                      Royal
                                        Palm Beach

                                    	
                                      FL

                                    
	
                                      DSL.net,
                                        Inc.

                                    	
                                      125
                                        REESE ST

                                    	
                                      ATHENS

                                    	
                                      GA

                                    
	
                                      DSL.net,
                                        Inc.

                                    	
                                      345
                                        Courtland Street

                                    	
                                      Atlanta

                                    	
                                      GA

                                    
	
                                      DSL.net,
                                        Inc.

                                    	
                                      3336
                                        CHMB-DNWD RD

                                    	
                                      CHAMBLEE

                                    	
                                      GA

                                    
	
                                      DSL.net,
                                        Inc.

                                    	
                                      5375
                                        CHAMBLEE DUNWOODY RD

                                    	
                                      DUNWOODY

                                    	
                                      GA

                                    
	
                                      DSL.net,
                                        Inc.

                                    	
                                      2215
                                        ROSWELL RD

                                    	
                                      MARIETTA

                                    	
                                      GA

                                    
	
                                      DSL.net,
                                        Inc.

                                    	
                                      37
                                        POWDER SPRINGS ST

                                    	
                                      MARIETTA

                                    	
                                      GA

                                    
	
                                      DSL.net,
                                        Inc.

                                    	
                                      60
                                        OAK ST

                                    	
                                      ROSWELL

                                    	
                                      GA

                                    
	
                                      DSL.net,
                                        Inc.

                                    	
                                      1369
                                        SPRING ST

                                    	
                                      SMYRNA

                                    	
                                      GA

                                    
	
                                      DSL.net,
                                        Inc.

                                    	
                                      2744
                                        West MAIN ST SW

                                    	
                                      SNELLVILLE

                                    	
                                      GA

                                    
	
                                      DSL.net,
                                        Inc.

                                    	
                                      2278
                                        BROCKETT RD

                                    	
                                      TUCKER

                                    	
                                      GA

                                    


                            

                             

                            
                              
                                
                                

                              

                              
                                
                                

                                
                                  

                                

                              

                              
                                
                                

                              

                            

                             

                            
                              
                                	
                                        DSL.net,
                                          Inc.

                                      	
                                        626
                                          HWY 5 S

                                      	
                                        WOODSTOCK

                                      	
                                        GA

                                      
	
                                        DSL.net,
                                          Inc.

                                      	
                                        106
                                          W EASTMAN ST

                                      	
                                        ARLINGTON
                                          HEIGHTS

                                      	
                                        IL

                                      
	
                                        DSL.net,
                                          Inc.

                                      	
                                        7
                                          W
                                          GREEN ST

                                      	
                                        BENSENVILLE

                                      	
                                        IL

                                      
	
                                        DSL.net,
                                          Inc.

                                      	
                                        111
                                          N. Canal St, Suite S009

                                      	
                                        Chicago

                                      	
                                        IL

                                      
	
                                        DSL.net,
                                          Inc.

                                      	
                                        201-203
                                          S NEIL ST

                                      	
                                        CHAMPAIGN

                                      	
                                        IL

                                      
	
                                        DSL.net,
                                          Inc.

                                      	
                                        812
                                          DEERFIELD RD

                                      	
                                        DEERFIELD

                                      	
                                        IL

                                      
	
                                        DSL.net,
                                          Inc.

                                      	
                                        1536
                                          PRAIRIE AV

                                      	
                                        DES
                                          PLAINES

                                      	
                                        IL

                                      
	
                                        DSL.net,
                                          Inc.

                                      	
                                        4924
                                          FOREST AVE

                                      	
                                        DOWNERS
                                          GROVE

                                      	
                                        IL

                                      
	
                                        DSL.net,
                                          Inc.

                                      	
                                        10
                                          SCOTT ST

                                      	
                                        ELK
                                          GROVE VILLAGE

                                      	
                                        IL

                                      
	
                                        DSL.net,
                                          Inc.

                                      	
                                        255
                                          E CHICAGO ST

                                      	
                                        ELGIN

                                      	
                                        IL

                                      
	
                                        DSL.net,
                                          Inc.

                                      	
                                        152
                                          S YORK ST

                                      	
                                        ELMHURST

                                      	
                                        IL

                                      
	
                                        DSL.net,
                                          Inc.

                                      	
                                        1520
                                          CHICAGO AVE

                                      	
                                        EVANSTON

                                      	
                                        IL

                                      
	
                                        DSL.net,
                                          Inc.

                                      	
                                        110
                                          JAMES ST

                                      	
                                        GENEVA

                                      	
                                        IL

                                      
	
                                        DSL.net,
                                          Inc.

                                      	
                                        1325
                                          JONES RD

                                      	
                                        HOFFMAN
                                          ESTATES

                                      	
                                        IL

                                      
	
                                        DSL.net,
                                          Inc.

                                      	
                                        120
                                          S LINCOLN ST

                                      	
                                        HINSDALE

                                      	
                                        IL

                                      
	
                                        DSL.net,
                                          Inc.

                                      	
                                        20
                                          N MAIN ST

                                      	
                                        LOMBARD

                                      	
                                        IL

                                      
	
                                        DSL.net,
                                          Inc.

                                      	
                                        117
                                          E CHURCH ST

                                      	
                                        LIBERTYVILLE

                                      	
                                        IL

                                      
	
                                        DSL.net,
                                          Inc.

                                      	
                                        2029
                                          WALTERS AVE

                                      	
                                        NORTHBROOK

                                      	
                                        IL

                                      
	
                                        DSL.net,
                                          Inc.

                                      	
                                        111
                                          W FRANKLIN AVE

                                      	
                                        NAPERVILLE

                                      	
                                        IL

                                      
	
                                        DSL.net,
                                          Inc.

                                      	
                                        714
                                          LAKE ST

                                      	
                                        OAK
                                          PARK

                                      	
                                        IL

                                      
	
                                        DSL.net,
                                          Inc.

                                      	
                                        20
                                          S BROCKWAY ST

                                      	
                                        PALATINE

                                      	
                                        IL

                                      
	
                                        DSL.net,
                                          Inc.

                                      	
                                        32
                                          S FAIRVIEW ST

                                      	
                                        PARK
                                          RIDGE

                                      	
                                        IL

                                      
	
                                        DSL.net,
                                          Inc.

                                      	
                                        10
                                          E IRVING PARK

                                      	
                                        ROSELLE

                                      	
                                        IL

                                      
	
                                        DSL.net,
                                          Inc.

                                      	
                                        8231
                                          NILES CTR

                                      	
                                        SKOKIE

                                      	
                                        IL

                                      
	
                                        DSL.net,
                                          Inc.

                                      	
                                        601
                                          S 6TH ST

                                      	
                                        SPRINGFIELD

                                      	
                                        IL

                                      
	
                                        DSL.net,
                                          Inc.

                                      	
                                        2320
                                          W MONROE ST

                                      	
                                        SPRINGFIELD

                                      	
                                        IL

                                      
	
                                        DSL.net,
                                          Inc.

                                      	
                                        225
                                          W WESLEY ST

                                      	
                                        WHEATON

                                      	
                                        IL

                                      
	
                                        DSL.net,
                                          Inc.

                                      	
                                        50
                                          E DUNDEE RD

                                      	
                                        WHEELING

                                      	
                                        IL

                                      
	
                                        DSL.net,
                                          Inc.

                                      	
                                        307
                                          S MAIN ST

                                      	
                                        SOUTH
                                          BEND

                                      	
                                        IN

                                      
	
                                        DSL.net,
                                          Inc.

                                      	
                                        566
                                          LOBDELL AVE

                                      	
                                        BATON
                                          ROUGE

                                      	
                                        LA

                                      
	
                                        DSL.net,
                                          Inc.

                                      	
                                        333
                                          N 6TH ST

                                      	
                                        BATON
                                          ROUGE

                                      	
                                        LA

                                      
	
                                        DSL.net,
                                          Inc.

                                      	
                                        208
                                          STARING LN

                                      	
                                        BATON
                                          ROUGE

                                      	
                                        LA

                                      
	
                                        DSL.net,
                                          Inc.

                                      	
                                        530
                                          S BUCHANAN

                                      	
                                        LAFAYETTE

                                      	
                                        LA

                                      
	
                                        DSL.net,
                                          Inc.

                                      	
                                        840
                                          POYDRAS ST

                                      	
                                        NEW
                                          ORLEANS

                                      	
                                        LA

                                      
	
                                        DSL.net,
                                          Inc.

                                      	
                                        115
                                          GRUNER RD

                                      	
                                        METAIRIE

                                      	
                                        LA

                                      
	
                                        DSL.net,
                                          Inc.

                                      	
                                        3100
                                          TRANSCONTINENTAL DR

                                      	
                                        METAIRIE

                                      	
                                        LA

                                      
	
                                        DSL.net,
                                          Inc.

                                      	
                                        2
                                          MAPLE ST

                                      	
                                        MARLBOROUGH

                                      	
                                        MA

                                      
	
                                        DSL.net,
                                          Inc.

                                      	
                                        53
                                          E CENTRAL ST

                                      	
                                        NATICK

                                      	
                                        MA

                                      
	
                                        DSL.net,
                                          Inc.

                                      	
                                        295
                                          WORTHINGTON ST

                                      	
                                        SPRINGFIELD

                                      	
                                        MA

                                      
	
                                        DSL.net,
                                          Inc.

                                      	
                                        33
                                          E PATRICK ST

                                      	
                                        FREDERICK

                                      	
                                        MD

                                      
	
                                        DSL.net,
                                          Inc.

                                      	
                                        324
                                          E HURON ST

                                      	
                                        ANN
                                          ARBOR

                                      	
                                        MI

                                      
	
                                        DSL.net,
                                          Inc.

                                      	
                                        155
                                          HENRIETTA ST

                                      	
                                        BIRMINGHAM

                                      	
                                        MI

                                      
	
                                        DSL.net,
                                          Inc.

                                      	
                                        337
                                          ABBOTT RD

                                      	
                                        EAST
                                          LANSING

                                      	
                                        MI

                                      
	
                                        DSL.net,
                                          Inc.

                                      	
                                        32331
                                          GRAND RIVER AVE

                                      	
                                        FARMINGTON

                                      	
                                        MI

                                      
	
                                        DSL.net,
                                          Inc.

                                      	
                                        304
                                          S JACKSON ST

                                      	
                                        JACKSON

                                      	
                                        MI

                                      
	
                                        DSL.net,
                                          Inc.

                                      	
                                        11770
                                          MERRIMAN RD

                                      	
                                        LIVONIA

                                      	
                                        MI

                                      
	
                                        DSL.net,
                                          Inc.

                                      	
                                        221
                                          N WASHINGTON SQ

                                      	
                                        LANSING

                                      	
                                        MI

                                      
	
                                        DSL.net,
                                          Inc.

                                      	
                                        1360
                                          W ANN ARBOR RD

                                      	
                                        PLYMOUTH

                                      	
                                        MI

                                      
	
                                        DSL.net,
                                          Inc.

                                      	
                                        421
                                          WILLIAMS ST

                                      	
                                        ROYAL
                                          OAK

                                      	
                                        MI

                                      
	
                                        DSL.net,
                                          Inc.

                                      	
                                        25189
                                          LAHSER RD

                                      	
                                        SOUTHFIELD

                                      	
                                        MI

                                      
	
                                        DSL.net,
                                          Inc.

                                      	
                                        26555
                                          GREENFIELD RD

                                      	
                                        SOUTHFIELD

                                      	
                                        MI

                                      
	
                                        DSL.net,
                                          Inc.

                                      	
                                        1145
                                          ROCHESTER RD

                                      	
                                        TROY

                                      	
                                        MI

                                      
	
                                        DSL.net,
                                          Inc.

                                      	
                                        1670
                                          AXTELL RD

                                      	
                                        TROY

                                      	
                                        MI

                                      


                              

                               

                              
                                
                                  
                                  

                                

                                
                                  
                                  

                                  
                                    

                                  

                                

                                
                                  
                                  

                                

                              

                               

                              
                                
                                  	
                                          DSL.net,
                                            Inc.

                                        	
                                          7020
                                            MIDDLEBELT RD

                                        	
                                          WEST
                                            BLOOMFIELD

                                        	
                                          MI

                                        
	
                                          DSL.net,
                                            Inc.

                                        	
                                          24
                                            O HENRY AVE

                                        	
                                          ASHEVILLE

                                        	
                                          NC

                                        
	
                                          DSL.net,
                                            Inc.

                                        	
                                          4641
                                            SOUTH BLVD

                                        	
                                          CHARLOTTE

                                        	
                                          NC

                                        
	
                                          DSL.net,
                                            Inc.

                                        	
                                          208
                                            N CALDWELL ST

                                        	
                                          CHARLOTTE

                                        	
                                          NC

                                        
	
                                          DSL.net,
                                            Inc.

                                        	
                                          5220
                                            CENTRAL AV

                                        	
                                          CHARLOTTE

                                        	
                                          NC

                                        
	
                                          DSL.net,
                                            Inc.

                                        	
                                          6305
                                            CARMEL RD

                                        	
                                          CHARLOTTE

                                        	
                                          NC

                                        
	
                                          DSL.net,
                                            Inc.

                                        	
                                          615
                                            SHARON AMITY

                                        	
                                          CHARLOTTE

                                        	
                                          NC

                                        
	
                                          DSL.net,
                                            Inc.

                                        	
                                          634
                                            ASHLAND DR

                                        	
                                          GREENSBORO

                                        	
                                          NC

                                        
	
                                          DSL.net,
                                            Inc.

                                        	
                                          100
                                            S EUGENE ST

                                        	
                                          GREENSBORO

                                        	
                                          NC

                                        
	
                                          DSL.net,
                                            Inc.

                                        	
                                          629
                                            W 5TH ST

                                        	
                                          WINSTON-SALEM

                                        	
                                          NC

                                        
	
                                          DSL.net,
                                            Inc.

                                        	
                                          4025
                                            OLD VINEYARD RD

                                        	
                                          WINSTON-SALEM

                                        	
                                          NC

                                        
	
                                          DSL.net,
                                            Inc.

                                        	
                                          12
                                            SOUTH ST

                                        	
                                          CONCORD

                                        	
                                          NH

                                        
	
                                          DSL.net,
                                            Inc.

                                        	
                                          52
                                            E BROADWAY ST

                                        	
                                          DERRY

                                        	
                                          NH

                                        
	
                                          DSL.net,
                                            Inc.

                                        	
                                          25
                                            CONCORD ST

                                        	
                                          MANCHESTER

                                        	
                                          NH

                                        
	
                                          DSL.net,
                                            Inc.

                                        	
                                          W
                                            PEARL ST

                                        	
                                          NASHUA

                                        	
                                          NH

                                        
	
                                          DSL.net,
                                            Inc.

                                        	
                                          56
                                            ISLINGTON ST

                                        	
                                          PORTSMOUTH

                                        	
                                          NH

                                        
	
                                          DSL.net,
                                            Inc.

                                        	
                                          N
                                            BROADWAY

                                        	
                                          SALEM

                                        	
                                          NH

                                        
	
                                          DSL.net,
                                            Inc.

                                        	
                                          36
                                            S MORRIS ST

                                        	
                                          DOVER

                                        	
                                          NJ

                                        
	
                                          DSL.net,
                                            Inc.

                                        	
                                          77
                                            THROCKMORTON AV

                                        	
                                          EATONTOWN

                                        	
                                          NJ

                                        
	
                                          DSL.net,
                                            Inc.

                                        	
                                          1606
                                            PENNINGTON RD

                                        	
                                          EWINGVILLE
                                            -MERCER

                                        	
                                          NJ

                                        
	
                                          DSL.net,
                                            Inc.

                                        	
                                          56
                                            E MAIN ST

                                        	
                                          FREEHOLD

                                        	
                                          NJ

                                        
	
                                          DSL.net,
                                            Inc.

                                        	
                                          161
                                            BURHANS AVE

                                        	
                                          HALEDON

                                        	
                                          NJ

                                        
	
                                          DSL.net,
                                            Inc.

                                        	
                                          216
                                            LEXINGTON AV

                                        	
                                          LAKEWOOD

                                        	
                                          NJ

                                        
	
                                          DSL.net,
                                            Inc.

                                        	
                                          119
                                            WASHINGTON ST

                                        	
                                          TOMS
                                            RIVER

                                        	
                                          NJ

                                        
	
                                          DSL.net,
                                            Inc.

                                        	
                                          RT
                                            155 KARNER RD

                                        	
                                          ALBANY

                                        	
                                          NY

                                        
	
                                          DSL.net,
                                            Inc.

                                        	
                                          158
                                            STATE ST

                                        	
                                          ALBANY

                                        	
                                          NY

                                        
	
                                          DSL.net,
                                            Inc.

                                        	
                                          1161
                                            WASHINGTON

                                        	
                                          ALBANY

                                        	
                                          NY

                                        
	
                                          DSL.net,
                                            Inc.

                                        	
                                          26
                                            ASHFORD AV

                                        	
                                          DOBBS
                                            FERRY

                                        	
                                          NY

                                        
	
                                          DSL.net,
                                            Inc.

                                        	
                                          545
                                            SAW MILL RIV RD

                                        	
                                          FAIRVIEW
                                            PARK

                                        	
                                          NY

                                        
	
                                          DSL.net,
                                            Inc.

                                        	
                                          465
                                            MARBLE AV

                                        	
                                          PLEASANTVILLE

                                        	
                                          NY

                                        
	
                                          DSL.net,
                                            Inc.

                                        	
                                          133
                                            CLINTON ST

                                        	
                                          SCHENECTADY

                                        	
                                          NY

                                        
	
                                          DSL.net,
                                            Inc.

                                        	
                                          201
                                            S STATE ST

                                        	
                                          SYRACUSE

                                        	
                                          NY

                                        
	
                                          DSL.net,
                                            Inc.

                                        	
                                          280
                                            GENESEE ST

                                        	
                                          UTICA

                                        	
                                          NY

                                        
	
                                          DSL.net,
                                            Inc.

                                        	
                                          125
                                            S 30TH ST

                                        	
                                          CAMP
                                            HILL

                                        	
                                          PA

                                        
	
                                          DSL.net,
                                            Inc.

                                        	
                                          210
                                            PINE ST

                                        	
                                          HARRISBURG

                                        	
                                          PA

                                        
	
                                          DSL.net,
                                            Inc.

                                        	
                                          126
                                            N DUKE ST

                                        	
                                          LANCASTER

                                        	
                                          PA

                                        
	
                                          DSL.net,
                                            Inc.

                                        	
                                          111
                                            N 40TH ST

                                        	
                                          HARRISBURG

                                        	
                                          PA

                                        
	
                                          DSL.net,
                                            Inc.

                                        	
                                          4806
                                            JONESTOWN RD

                                        	
                                          HARRISBURG

                                        	
                                          PA

                                        
	
                                          DSL.net,
                                            Inc.

                                        	
                                          121
                                            ADAMS AVE

                                        	
                                          SCRANTON

                                        	
                                          PA

                                        
	
                                          DSL.net,
                                            Inc.

                                        	
                                          20
                                            BULL ST

                                        	
                                          NEWPORT

                                        	
                                          RI

                                        
	
                                          DSL.net,
                                            Inc.

                                        	
                                          1096
                                            BROAD ST

                                        	
                                          PROVIDENCE

                                        	
                                          RI

                                        
	
                                          DSL.net,
                                            Inc.

                                        	
                                          234
                                            WASHINGTON ST

                                        	
                                          PROVIDENCE

                                        	
                                          RI

                                        
	
                                          DSL.net,
                                            Inc.

                                        	
                                          85
                                            HIGH ST

                                        	
                                          PAWTUCKET

                                        	
                                          RI

                                        
	
                                          DSL.net,
                                            Inc.

                                        	
                                          2557
                                            W SHORE RD

                                        	
                                          WARWICK

                                        	
                                          RI

                                        
	
                                          DSL.net,
                                            Inc.

                                        	
                                          505
                                            AIRPORT RD

                                        	
                                          CHATTANOOGA

                                        	
                                          TN

                                        
	
                                          DSL.net,
                                            Inc.

                                        	
                                          300
                                            E M L KING BLVD

                                        	
                                          CHATTANOOGA

                                        	
                                          TN

                                        
	
                                          DSL.net,
                                            Inc.

                                        	
                                          4605
                                            LYONS VIEW RD

                                        	
                                          KNOXVILLE

                                        	
                                          TN

                                        
	
                                          DSL.net,
                                            Inc.

                                        	
                                          410
                                            MAGNOLIA AVE / 439 DEPOT ST

                                        	
                                          KNOXVILLE

                                        	
                                          TN

                                        
	
                                          DSL.net,
                                            Inc.

                                        	
                                          1701
                                            S WINSTON R

                                        	
                                          KNOXVILLE

                                        	
                                          TN

                                        
	
                                          DSL.net,
                                            Inc.

                                        	
                                          285
                                            S HALL RD

                                        	
                                          MARYVILLE

                                        	
                                          TN

                                        
	
                                          DSL.net,
                                            Inc.

                                        	
                                          5530
                                            STAGE RD

                                        	
                                          MEMPHIS

                                        	
                                          TN

                                        
	
                                          DSL.net,
                                            Inc.

                                        	
                                          4960
                                            BLACK RD

                                        	
                                          MEMPHIS

                                        	
                                          TN

                                        
	
                                          DSL.net,
                                            Inc.

                                        	
                                          2101
                                            GERMANTOWN RD

                                        	
                                          MEMPHIS

                                        	
                                          TN

                                        


                                

                                 

                                
                                  
                                    
                                    

                                  

                                  
                                    
                                    

                                    
                                      

                                    

                                  

                                  
                                    
                                    

                                  

                                

                                 

                                
                                  	
                                          DSL.net,
                                            Inc.

                                        	
                                          3705
                                            OUTLAND RD

                                        	
                                          MEMPHIS

                                        	
                                          TN

                                        
	
                                          DSL.net,
                                            Inc.

                                        	
                                          HIGH
                                            LEA DR

                                        	
                                          NASHVILLE

                                        	
                                          TN

                                        
	
                                          DSL.net,
                                            Inc.

                                        	
                                          409
                                            ELYSIAN FLD RD

                                        	
                                          NASHVILLE

                                        	
                                          TN

                                        
	
                                          DSL.net,
                                            Inc.

                                        	
                                          158
                                            MCGAVOCK PIKE

                                        	
                                          NASHVILLE

                                        	
                                          TN

                                        
	
                                          DSL.net,
                                            Inc.

                                        	
                                          201
                                            CHURCH 185 2AV N

                                        	
                                          NASHVILLE

                                        	
                                          TN

                                        
	
                                          DSL.net,
                                            Inc.

                                        	
                                          3203
                                            HILLSIDE DR

                                        	
                                          NASHVILLE

                                        	
                                          TN

                                        
	
                                          DSL.net,
                                            Inc.

                                        	
                                          2224
                                            ELLISTON PL

                                        	
                                          NASHVILLE

                                        	
                                          TN

                                        
	
                                          DSL.net,
                                            Inc.

                                        	
                                          119
                                            MILAN WY

                                        	
                                          OAK
                                            RIDGE

                                        	
                                          TN

                                        
	
                                          DSL.net,
                                            Inc.

                                        	
                                          266
                                            MAIN ST

                                        	
                                          BURLINGTON

                                        	
                                          VT

                                        
	
                                          VISI

                                        	
                                          12
                                            South 6th Street

                                        	
                                          Minneapolis

                                        	
                                          MN

                                        
	
                                          VISI

                                        	
                                          180
                                            East 5th Street

                                        	
                                          St.
                                            Paul

                                        	
                                          MN

                                        


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    In
      addition to the above locations: (a) customer premise equipment may be located
      at customer locations, (b) customer premise equipment and network equipment
      may
      be located at staging areas (either a Grantor’s or vendor’s) prior to
      deployment, (c) spare parts may also be located at such staging areas, and
      (d)
      Grantors may obtain additional facilities, including corporate office, warehouse
      or collocation sites, in connection with corporate or asset acquisitions.


     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Schedule
      3-B

     

    To
      Agency, Guaranty and Security Agreement

    Company
      Accounts (Previously Provided To Investors) 

     

    


    


    
      	
              Company
                Accounts

            	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
              Depositor’s
                Name

            	
              Bank

            	
              Contact
                Name

            	
              Address

            	
              Telephone

            	
              Account
                Number

            	
              Account
                Type

            
	
              DSL.net,
                Inc

            	
              Bank
                of America

            	
              Sue
                Chroniak

            	
              150
                Mount Vernon St 2nd
                Floor MADE12802B

              
                Dorchester,
                  MA 02125

              

            	
              800-477-5592
                x5916

            	
              Previously
                Provided

            	
              Checking

            
	
               

            	 
	
              DSL.net,
                Inc

            	
              Bank
                of America

            	
              Same
                as Above

            	
              Same
                as Above

            	
              Same
                as Above

            	
              
                Previously
                  Provided

              

            	
              Trade
                

              receivables

            
	 	 	 	 	 	 	 
	
              DSL.net,
                Inc

            	
              Bank
                of America

            	
              Same
                as Above

            	
              Same
                as Above

            	
              Same
                as Above

            	
              
                Previously
                  Provided

              

            	
              Savings/Money
                

              Mkt

            
	 	 	 	 	 	 	 
	
              DSL.net,
                Inc

            	
              Bank
                of America

            	
              Same
                as Above

            	
              Same
                as Above

            	
              Same
                as Above

            	
              
                Previously
                  Provided

              

            	
              CD

            
	 	 	 	 	 	 	 
	
              DSL.net,
                Inc

            	
              People’s
                Bank

            	
              Tracey
                San Angelo

            	
              One
                Century Tower

              256
                Church St New Haven, CT

              06510

            	
              203-786-2623

            	
              
                Previously
                  Provided

              

            	
              CD

            
	
               

            	
               

            	 
	
              DSL.net,
                Inc

            	
              People’s
                Bank

            	
              Same
                as Above

            	
              Same
                as Above

            	
              Same
                as Above

            	
              
                Previously
                  Provided

              

            	
              CD

            
	 	 	 	 	 	 	 
	
              DSL.net,
                Inc

            	
              Deutsche
                Bank

            	
              Craig
                Bafford

            	
              1
                South Street

              
                13th
                  Floor

                
                  Baltimore,
                    MD 21202

                

              

            	
              410-895-5862

            	
              
                Previously
                  Provided

              

            	
              money
                market-

              Employee
                

              Stock
                Options.

            
	
               

            	
               

            	 
	
              Vector
                Internet Services, Inc

            	
              Associated
                Bank

            	
              Sandra
                Hafner

            	
              5353
                Wayzata Blvd.

            	
              952-591-2865

            	
              
                Previously
                  Provided

              

            	
              checking

            
	
               

            	
               

            	
               

            	
              St.
                Louis Park, MN 55416

            	
               

            	
               

            	
               

            
	 	 	 	 	 	 	 


    

    


    


     

    


     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


     

    Schedule
      3-C

     

    To
      Agency, Guaranty and Security Agreement

    


     

    List
      of
      Pledged Collateral

     

    


     

    
      	
              Grantor

               

            	
              Issuer

               

            	
              Cert.
                

              No.

               

            	
              Shares
                or 

              Interest
                

              Pledged

               

            	
              Shares
                Issued 

              and
                

              Outstanding

               

            	
              Shares
                

              Authorized

               

            	
              Percent
                

              Owned

               

            
	DSL.net, Inc.	
              Vector
                Internet 

              Services,
                Inc. 

            	
              20

            	
              1,000

            	
              1,000

            	
              1,000,000

            	
              100%

            
	DSL.net, Inc.	
              DSLnet
                Atlantic, 

              LLC 

            	
              n/a

            	
              100%

            	
              100%

            	
              n/a

            	
              100%

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Schedule
      3-D

     

    To
      Agency, Guaranty and Security Agreement


     

    Location
      of Chief Executive Office of each Grantor

     

    


     

    
      	
              Grantor

               

            	
              Location

               

            
	
              All
                Grantors party to this 

              Agreement
                (other than Vector 

              Internet
                Services, Inc.

               

            	
              545
                Long Wharf Drive

              5th
                Floor

              New
                Haven, CT 06511

               

            
	
              Vector
                Internet Services, Inc.

               

            	
              12
                South 6th
                Street

              Suite
                630

              Minneapolis,
                MN 55402

            


    

    


     

    


     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


     

    Schedule
      3-E

     

    To
      Agency, Guaranty and Security Agreement


     

    List
      of
      Trade names

     

    


     

    
      	
              Grantor

               

            	
              Trade
                Names 

               

            
	
              DSL.net,
                Inc.

               

            	
              DSL.net

               

            
	
              DSL.net,
                Inc.

               

            	
              TalkingNets

               

            
	
              DSL.net,
                Inc.

               

            	
              Tycho

               

            
	
              DSL.net,
                Inc.

               

            	
              Tycho
                Networks

               

            
	
              DSL.net,
                Inc.

               

            	
              Trusted
                Net

               

            
	
              DSLnet
                Atlantic, LLC

               

            	
              Network
                Access Solutions Corporation

               

            
	
              DSLnet
                Atlantic, LLC

               

            	
              Network
                Access Solutions

               

            
	
              DSLnet
                Atlantic, LLC

               

            	
              NAS

               

            
	
              DSLnet
                Atlantic, LLC

               

            	
              DSLnet
                Atlantic, LLC

               

            
	
              DSLnet
                Atlantic, LLC

               

            	
              DSLnet
                Atlantic

               

            
	
              Vector
                Internet Services, Inc.

               

            	
              VISI.com

               

            
	
              Vector
                Internet Services, Inc.

               

            	
              VISI

               

            
	
              Vector
                Internet Services, Inc.

               

            	
              Vector
                Internet Services, Inc.

               

            
	 	 


    

    


     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


     

    Schedule
      3-F

     

    To
      Agency, Guaranty and Security Agreement

    


     

    List
      of
      Trademarks

     

    


     

    
      	
              Trademark

               

            	
              Registration
                Number

               

            	
              Registration
                Date

               

            
	
              DSL

               

            	
              Tunisia
                EE98.1871

               

            	
              11/25/98

               

            
	
              DSL.NET

               

            	
              Supplemental-2,269,936

               

            	
              8/10/99

               

            
	
              Vector
                Internet Services

               

            	
              2,262,761

               

            	
              7/20/99

               

            
	
              VISI.com
                (Stylized - the logo)

               

            	
              2,224,424

               

            	
              2/16/99

               

            
	
              VISI.com
                (the words)

               

            	
              2,234,325

               

            	
              3/23/99

               

            
	 	 	 
	
              Tycho
                Networks

               

            	
              Not
                Registered

               

            	 
	
              NetGain

               

            	
              Not
                Registered

               

            	 
	 	 	 


    

    


     

    
      	
              Trademark
                Application

               

            	
              Application
                Number

               

            	
              Application
                Date

               

            
	
              NONE

               

            	 	 
	 	 	 
	 	 	 


    

    


     

    


     

    


     

    


    


     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


     

    


     

    Exhibit
      A

     

    To
      Agency, Guaranty and Security Agreement

      

     

    FORM
      OF PLEDGE NOTICE

     

    [Letterhead
      of Grantor]

     

    [Date]

     

    TO: [Name
      of
      Pledged Entity]

     

    Notice
      is
      hereby given that, pursuant to the Agency, Guaranty and Security Agreement
      (a
      true and correct copy of which is attached hereto), dated as of November __,
      2005 (as amended, modified or supplemented from time to time in accordance
      with
      the terms thereof, the “Agency
      and Security Agreement”),
      among
      [NAME OF GRANTOR] (the “Grantor”),
      the
      other pledgors from time to time party thereto and [DunKnight Telecom Partners],
      as administrative agent (the “Agent”),
      the
      Grantor has pledged and assigned to the Agent, and granted to the Agent a
      continuing security interest in, all right, title and interest of the Grantor,
      whether now existing or hereafter arising or acquired, as a [[limited partner]
      [general partner]] [member] in [NAME OF PLEDGED ENTITY] (the [“Partnership”]
      [“LLC”]),
      and
      in, to and under the [TITLE OF APPLICABLE AGREEMENT] (the “[Partnership]
      [LLC]
      Agreement”),
      including, without limitation:

     

    (i)  all
      the
      capital of the [Partnership] [LLC] and the Grantor’s interest in all profits,
      income, surplus, losses, [Partnership] [LLC] assets and other distributions
      to
      which the Grantor shall at any time be entitled in respect of such [Partnership]
      [Membership] interest;

     

    (ii)  all
      other
      payments due or to become due to the Grantor in respect of such [partnership
      [limited liability company] interest, whether under the [Partnership] [LLC]
      Agreement or otherwise, whether as contractual obligations, damages, insurance
      proceeds or otherwise;

     

    (iii)  all
      of
      its claims, rights, powers, privileges, authority, options, security interest,
      liens and remedies, if any, under the [Partnership] [LLC] Agreement or at law
      or
      otherwise in respect of such [Partnership] [Membership] Interest;

     

    (iv)  all
      present and future claims, if any, of the Grantor against the [Partnership]
      [LLC] for moneys loaned or advanced, for services rendered or
      otherwise;

     

    (v)
        all
      of
      the Grantor’s rights under the [Partnership] [LLC] Agreement or at law to
      exercise and enforce every right, power, remedy, authority, option and privilege
      of the Grantor relating to the [Partnership] [Membership] Interest, including
      any power to terminate, cancel or modify the [Partnership] [LLC] Agreement,
      to
      execute any instruments and to take any and all other action on behalf of and
      in
      the name of the Grantor in respect of the [Partnership] [Membership] Interest
      and the [Partnership] [LLC], to make determinations, to exercise any election
      (including, but not limited, election of remedies) or 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    option
      or
      to give or receive any notice, consent, amendment, waiver or approval, together
      with full power and authority to demand, receive, enforce, collect or receipt
      for any of the foregoing, to enforce or execute any checks, or other instruments
      or orders, to file any claims and to take any action in connection with any
      of
      the foregoing;

     

    (vi)  all
      other
      property hereafter delivered in substitution for or in addition to any of the
      foregoing, all certificates and instruments representing or evidencing such
      other property and all cash, securities, interest, dividends, rights and other
      property at any time and from time to time received, receivable or otherwise
      distributed in respect of or in exchange for any or all thereof;
      and

     

    (vii)  to
      the
      extent not otherwise included, all proceeds of any or all of the
      foregoing.

     

    Pursuant
      to the Agency and Security Agreement, the [Partnership] [LLC] is hereby
      authorized and directed to register the Grantor’s pledge to the Agent of the
      interest of the Grantor on the [Partnership’s] [LLC’s] books.

     

    The
      Grantor hereby requests the [Partnership] [LLC] to indicate the [Partnership’s]
      [LLC’s] acceptance of this Notice and consent to and confirmation of its terms
      and provisions by signing a copy hereof where indicated on the attached page
      and
      returning the same to the Agent.

     

    
      	 	 	 
	 	
              [NAME
                OF GRANTOR]

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:
	 	Title:


    

    


    


    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    

    



    Exhibit
      B

     

    To
      Agency, Guaranty and Security Agreement

     

    FORM
      OF ISSUER ACKNOWLEDGEMENT

     

    [NAME
      OF
      PLEDGED ENTITY] (the [“Partnership”]
      [“LLC”])
      hereby acknowledges receipt of a copy of the assignment by [NAME OF GRANTOR]
      (“Grantor”)
      of its
      interest under the [TITLE OF APPLICABLE AGREEMENT] (the “[Partnership]
      [LLC]
      Agreement”)
      pursuant to the terms of the Agency, Guaranty and Security Agreement, dated
      as
      of November __, 2005 (as amended, modified or supplemented from time to time
      in
      accordance with the terms thereof, the “Agency
      and Security Agreement”),
      among
      the Grantor, the other grantors from time to time party thereto, [DunKnight
      Telecom Partners, LLC], as administrative agent (the “Agent”).
      The
      undersigned hereby further confirms (i) the registration of the Grantor’s
      pledge of its interest to the Agent on behalf of the Investors on the
      [Partnership’s] [LLC’s] books and (ii) upon receipt from the Agent of a
      notice stating that an “Event
      of Default”
      has
      occurred and is continuing, the undersigned shall only comply with instructions
      originated by the Agent with respect to the pledge of the interest referred
      to
      above notwithstanding contrary instructions given by any other person or entity,
      including the Grantor until such time as otherwise notified by the
      Agent.

     

    


     

    Dated:
      _______, ____

     

    
       

      
        	 	 	 
	 	
                [NAME
                  OF PLEDGED ENTITY]

              
	 
 	 
 	 
 
	 	By:  	 
	 	
                
Name:
	 	Title:


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    Exhibit
      C

     

    To
      Agency, Guaranty and Security Agreement

    


     

    INSTRUMENT
      FOR

     

    GRANT
      OF
      SECURITY INTEREST

     

    IN
      TRADEMARKS

     

    THIS
      GRANT OF SECURITY INTEREST, dated as of ________________, 2005, is executed
      by
      [GRANTOR], a [state of incorporation] corporation (“Grantor”),
      in
      favor of DunKnight Telecom Partners, LLC], as administrative agent on behalf
      of
      the Investors and itself (“Agent”).

     

    A. Grantor
      has entered into an Agency, Guaranty and Security Agreement, dated the date
      hereof (the “Agency
      and Security Agreement”),
      by
      and between DSL.net, Inc., Vector Internet Services, Inc., DSLnet Atlantic,
      LLC
      and certain investors party thereto (the “Investors”)
      in
      favor of the Agent; 

     

    B. Grantor
      has adopted, used and is using the trademarks, more particularly described
      on
      Schedules 1-A and 1-B annexed hereto as part hereof, which trademarks are
      registered or subject to an application for registration in the United States
      Patent and Trademark Office (collectively, the “Trademarks”);

     

    C. Pursuant
      to the Agency and Security Agreement, Grantor has granted to the Agent, for
      the
      benefit of the Investors and itself, a security interest in all right, title
      and
      interest of Grantor in and to the Trademarks, together with the goodwill of
      the
      business symbolized by the Trademarks and the customer lists and records related
      to the Trademarks and the applications and registrations thereof, and all
      proceeds thereof, including any and all causes of action which may exist by
      reason of infringement thereof (the “Collateral”),
      to
      secure the payment, performance and observance of all obligations of Grantor
      under or in respect of the Operative Documents;

     

    NOW,
      THEREFORE, for good and valuable consideration, receipt of which is hereby
      acknowledged, Grantor does hereby further grant to the Agent a security interest
      in the Collateral to secure the prompt payment, performance and observance
      of
      all obligations of Grantor under or in respect of the Operative
      Documents.

     

    Grantor
      does hereby further acknowledge and affirm that the rights and remedies of
      the
      Agent with respect to the security interest in the Collateral granted hereby
      are
      more fully set forth in the Agency and Security Agreement, the terms and
      provisions of which are hereby incorporated herein by reference as if fully
      set
      forth herein.

     

    Agent's
      address is:    DunKnight
      Telecom Partners, LLC, as Agent

     

    


    


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    Exhibit
      D

     

    To
      Agency, Guaranty and Security Agreement

     

     

    SUBORDINATION
      AGREEMENT