WWW.EXFILE.COM, INC. -- 14531 -- DSL.NET, INC. -- EXHIBIT 10.7 TO FORM 10-Q


    EXHIBIT
      10.07

    


    DSL.net,
      Inc.

    50
      Barnes
      Park North, Suite 104

    Wallingford,
      CT 06492

    


    June
      2,
      2006

    


    Mr.
      David
      F. Struwas

    Chief
      Executive Officer

    DSL.net,
      Inc.

    50
      Barnes
      Park Road North, Suite 104

    Wallingford,
      CT 06492

    


    Dear
      Mr.
      Struwas:

    


    This
      letter agreement (this “Agreement”) is being entered into between you and
      DSL.net, Inc., a Delaware corporation (the “Company”), in connection with
      certain stock options granted to you pursuant to the Company’s qualified stock
      option plans, including its Amended & Restated 2001 Stock Option and
      Incentive Plan (the “Plans”). 

     

    1. 
Background.
      On May
      17, 2006, the Board of Directors of the Company, including those directors
      constituting all of the members of the Board’s Compensation Committee (the
“Board”), determined to fully accelerate (effective as of the Effective Date, as
      hereinafter defined) the vesting of each otherwise unvested stock option under
      the Plans outstanding immediately preceding the Effective Date and held by
      a
      then-current option holder. The foregoing Board action was effected in order
      to
      ease the Company’s accounting burden resulting from the impact of the Company’s
      adoption and compliance with SFAS 123R, in recognition of the fact that the
      overwhelming majority of the Company’s outstanding stock options are at exercise
      prices well above the highest reported market price of the Company’s common
      stock over the past several fiscal quarters, and not with the design of
      providing any potential short-term windfall for any option holder. For purposes
      of determining the acceleration date for the vesting of otherwise unvested
      options under the Plans, the Board determined that the “Effective Date” be
      defined as the date, if any, that the Company enters into agreements providing
      for 3-month extensions of the respective maturity dates of the Company’s notes
      owing to Laurus Master Fund, Ltd., DunKnight Telecom Partners LLC and Knight
      Vision Foundation, the Company’s current senior secured lenders. The Company
      entered into such agreements as of June 2, 2006 and, accordingly, the Effective
      Date, for purposes of this Agreement, is June 2, 2006.

    


    In
      the
      case of the acceleration of any unvested options as of the date immediately
      preceding the Effective Date held by any director or “executive officer” of the
      Company for purposes of Section 16 of the Securities Exchange Act of 1934,
      as
      amended, that have an exercise price at or below $0.06 per share, the Board
      conditioned such acceleration upon such individuals’ signing and delivering an
      agreement pursuant to which he or she

     

    
      
         

      

      
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    agrees
      to
      refrain from selling, transferring, pledging, or otherwise disposing of any
      shares acquired upon the exercise of options so accelerated until the earliest
      of:

     

    (i)
      the
      date on which the exercise would have been permitted under the applicable
      accelerated options’ pre-acceleration vesting terms; 

    


    (ii)
      in
      the case of an executive officer, the day after the executive officer’s last day
      of employment with the Company, if such employment ceased for any reason other
      than “cause” or the executive officer’s voluntary resignation for any reason
      other than “good reason,” each as defined under the Plans or an applicable
      agreement between the Company and such individual (and in the case of a
      director, the day after the director ceased serving on the Company’s Board as a
      result of the Company’s stockholders not re-electing such individual to the
      Board at a meeting convened for the purpose of electing directors, including
      such director); 

    


    (iii)
      the
      occurrence of a “change in control” of the Company as defined in any agreement
      between the Company and the executive officer or director, but only to the
      extent the accelerated options, absent this acceleration, would have otherwise
      been accelerated under the terms of such an agreement; and

    


    (iv)
      one
      (1) year from the Effective Date. 

    


    The
      earliest of the foregoing dates that occurs shall be referred to herein as
      the
“Release Date.” This Agreement is presented for your signature in order to
      satisfy the foregoing conditions. 

    


    2. 
Lock-up
      Agreement.
      In
      consideration of the acceleration of the vesting on the Effective Date of your
      unvested options outstanding and held by you as of the date immediately
      preceding the Effective Date that are exercisable at or below $0.06 per share,
      you agree to refrain from selling, transferring, pledging, or otherwise
      disposing of any shares acquired upon the exercise of any such accelerated
      options until the Release Date applicable to such shares. For avoidance of
      doubt, and without limiting any other provisions herein, the parties acknowledge
      and agree that the restrictions in this Agreement apply, at a minimum, to those
      options granted to you under your respective option agreements dated November
      3,
      2005 and January 4, 2006 that remained unvested immediately preceding the
      Effective Date. 

     

    3. 
Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed to be an original but all of which together will constitute one in the
      same instrument.

    
 

    
 

    
      
         

      

      
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    If
      this
      Agreement correctly sets forth our agreement on the subject matter hereof,
      please confirm your agreement by signing and returning the enclosed copy of
      this
      Agreement to the Company.

     

     

    
      	 	 	 
	 	 	 
	 	 	Sincerely,
	 	 	 
	 	 	 
	 	 	
              By
                order of the Board of Directors,

            
	 	 	 
	 	 	 
	 	 	DSL.NET, INC.
	 
 	 
 	 
 
	 	
            	/s/ Marc
              R. Esterman
	 	
              
Name:  
              Marc R. Esterman
	 	Title:    
              S.V.P. - Corporate Affairs, General Counsel &
              Secretary


    

     

     

    


    


    


    I,
      the undersigned, acknowledge my receipt and understanding of this Agreement,
      and
      agree with the foregoing terms and conditions.

     

     

     

    
      	 	 	 	 
	/s/ 
              David F. Struwas	 	 	 
	
              

              Name:
                David F. Struwas

            	 	 	
            
	
            	 	 	 


    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
         

      

      
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