WWW.EXFILE.COM, INC. -- 14531 -- DSL.NET, INC. -- EXHIBIT 10.6 TO FORM 10-Q


    EXHIBIT
      10.06

    


    DSL.NET,
      INC.

    50
      Barnes
      Park North, Suite 104

    Wallingford,
      CT 06492

    


    July
      25,
      2006

    


    


    David
      F.
      Struwas

    c/o
      DSL.net, Inc.

    50
      Barnes
      Park North

    Suite
      104

    Wallingford,
      CT 06492

    


    Mr.
      Struwas:

    


    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 $52,000, 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,
      or if, notwithstanding any other provision of this agreement, you become
      entitled to severance under your Employment Agreement, dated as of November
      3,
      2005, between you and the Company (the “Employment Agreement”), at any time
      prior to the Vesting Date (each, a “Refund Event”), then, in any such case, 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 your Employment
      Agreement, (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,
      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, subject to forfeiture of such right should the
      circumstances surrounding your termination entitle you to severance under your
      Employment Agreement, it being understood and agreed that you must refund to
      the
      Company the retention amount granted hereunder should you become entitled to
      contractual severance, as aforesaid, at any time prior to the Vesting
      Date.

    


    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

    


    DSL.net,
      Inc.

    


    


    By:
      /s/
      Walter R.
      Keisch                 
     

    Name:
      Walter R. Keisch

    Title:
      Chief Financial Officer

    


    


    Acknowledged
      and Agreed to by:

    


    


    


    /s/
      David F.
      Struwas           
               
  

    Name:
      David F. Struwas

    Date:
      July 25, 2006

     

     

     

     

     

    
      
         

      

      
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