WWW.EXFILE.COM, INC. -- 14531 -- DSL.NET, INC. -- EXHIBIT 10.5 TO FORM 10-Q


    EXHIBIT
      10.05

    


    Form
      of Compensation Agreement for Certain Officers of DSL.net, Inc. (See Schedule
      A
      Hereto for Officers and Amounts) 

    


    DSL.NET,
      INC.

    50
      Barnes
      Park North, Suite 104

    Wallingford,
      CT 06492

    


    July
      25,
      2006

    


    


    Mr.
      [See
      Schedule A Hereto]

    c/o
      DSL.net, Inc.

    50
      Barnes
      Park North

    Suite
      104

    Wallingford,
      CT 06492

    


    Mr.
      [See
      Schedule A Hereto]:

    


    You
      have
      been identified to receive cash compensation under this agreement in recognition
      of your value to DSL.net, Inc. (the “Company”) in connection with our pursuit of
      strategic or financing alternatives for the Company and in anticipation of
      your
      expected contributions to the Company during the critical near term in support
      of those efforts. This cash compensation is being made available to you in
      recognition of your unique knowledge and skills and in consideration for your
      continuing loyalty and dedication to the Company during this important period,
      and is in addition to your current compensation and any other benefits to which
      you are or may become entitled.

    


    The
      compensation payable hereunder is a fixed gross dollar amount, subject to all
      applicable withholdings. The compensation amount, totaling $[See
      Schedule A Hereto],
      will be
      paid to you by the Company in lump sum, no later than the next regularly
      scheduled payroll date following the date of this agreement, subject to the
      condition subsequent that you shall remain an active employee of the Company
      on
      November 15, 2006 (the “Vesting Date”). 

    


    Subject
      to the other terms of this agreement, your absolute right to retain the above
      payment shall vest on the Vesting Date, provided you have not been earlier
      terminated by the Company for Cause (as defined below), or resigned from your
      employment with the Company for any reason, or your employment with the Company
      has not been previously terminated due to your death or disability. If, prior
      to
      the Vesting Date, you are terminated by the Company for Cause, or you resign
      from your position of employment with the Company for any reason, or your
      employment with the Company has been terminated due to your death or disability
      (each, a “Refund Event”), you will forfeit the right to retain any portion of
      the subject payment, and shall return 100% of the subject payment to the Company
      within three (3) business days following the occurrence of a Refund Event or
      the
      Company’s written notice to you of the occurrence of such Refund Event. For
      purposes of this agreement, (a) the term “Cause” shall have the meaning ascribed
      to such term in the Company’s Amended and Restated 2001 Stock Option and
      Incentive Plan, (b) the term “disability” shall mean your inability, by reason
      of physical or mental incapacity or prolonged sickness, to materially perform
      the essential functions of your job, with or without a reasonable accommodation
      by the Company, for a given period of time, such that the Company would not
      reasonably be likely to receive the full anticipated benefit of your services,
      as reasonably determined by the Company’s Board of Directors or Chief Executive
      Officer, and (c) the term “business day” shall mean a weekday other than a U.S.
      Federal holiday or day on which banks in the State of Connecticut are authorized
      to close.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    If
      your
      employment is terminated by the Company without Cause at any time on or after
      the date of this agreement and prior to the Vesting Date (other than as a result
      of your death or disability), you shall immediately fully vest in the subject
      payment under this agreement.

    


    Please
      note that the payment to you of any compensation under this agreement does
      not
      constitute or imply a contract of employment or otherwise guarantee continued
      employment by the Company for any particular time period, and that you remain
      an
      employee-at-will. 

    


    We
      look
      forward to your future contributions.

     

     

     

    Sincerely,

    


    By
      Order of the Board of Directors

    


    


    /s/
      David F.
      Struwas                                     

    Name:
      David F. Struwas

    Title:
      President & Chief Executive Officer

     

    
 

    


    Acknowledged
      and Agreed to by:

    


    


    


    _______________________________

    Name:
      [See
      Schedule A hereto]

    Date:
      July 25, 2006

     

     

     

     

    
      
         

      

      
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    SCHEDULE
      A

    


    Officers
      and Compensation Amounts

     

     

    


    
      	
              Officer:

            	
              Amount:

               

            
	
              Marc
                R. Esterman

            	
              $30,500

               

            
	
              Walter
                Keisch

            	
              $25,000

               

            


    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
         

      

      
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