AGENCY, GUARANTY AND SECURITY AGREEMENT



            This AGENCY, GUARANTY AND SECURITY AGREEMENT (this "Agreement"),

dated as of July 18, 2003, 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 Deutsche

Bank Trust Company Americas, 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 Note

and Warrant Purchase Agreement, dated as of July, 18, 2003 (as amended,

restated, supplemented or otherwise modified from time to time, the "Purchase

Agreement") pursuant to which the Investors have purchased certain Senior

Secured Promissory Notes (the "Notes") and warrants from the Company.



            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.



            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.

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                                       2





            "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 the date of this Agreement.



            "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, 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");

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                                       3





                  (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;



                  (j) All commercial tort claims described in Schedule 3-I

hereto. Collectively, the "Commercial Tort Claims"; and



                  (k) 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 (j) above and in this

clause (k) 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 (vi),

(vii) or (viii) 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 (iv) the assets acquired

from NAS pursuant to that certain Amended and Restated Asset Purchase Agreement,

dated as of December 11, 2002, by and among DSL.net, Inc., Network Access

Solutions Corporation, Network Access Solutions LLC, NASOP, Inc. and Adelman

Lavine Gold and Levin, A Professional Corporation; provided that each of the

assets referenced in clauses (i), (ii) and (iv) 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), (ii) or (iv) of this sentence; and provided, further, that the

assets described in clause (iv) of this sentence shall be deemed to be

Collateral and each Grantor shall be deemed to have granted to the Agent, for

the ratable benefit of the Investors, a security interest in such Grantor's

right, title and interest in such assets as soon as all of the outstanding

obligations of the Company pursuant to that certain Promissory Note in favor of

NAS dated January 10, 2003 shall have been satisfied pursuant to Section 4.1(k)

of the Purchase Agreement and all Liens related thereto

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                                       4



have been released. The items listed in clauses (i) through (iv) 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.



            "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

including, without limitation, the registered copyrights and copyright

applications listed on Schedule 3-H attached hereto, 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 mean the occurrence of any of the following

events:



                  (a) Any Grantor shall fail to pay (i) principal when the same

shall become due and payable under the Notes, (ii) within two Business Days

after the same becomes due and payable, any

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                                       5



interest on the Notes and (iii) any other amount payable under or in respect of

any Operative Document within ten (10) Business Days after notice to such

Grantor that the same is due and payable;



                  (b) Any representation or warranty made by any Grantor under

or in connection with any Operative Document or the Purchase Agreement shall be

false, incorrect, incomplete or misleading in any material respect when made or

furnished;



                  (c) The Company shall fail to pay the Termination Amount when

the same becomes due and payable pursuant to Section 1.5 of the Purchase

Agreement;



                  (d) Any Grantor shall fail to observe or perform any other

covenant, obligation, condition or agreement contained in any Operative Document

or the Purchase Agreement for a period of twenty (20) days after receiving

notice of such failure from the Agent;



                  (e) Any Grantor shall (i) fail to pay any principal of,

premium or interest on or any other amount payable in respect of any

Indebtedness (other than trade payables being contested in good faith) that is

outstanding in a principal amount of at least $5,000,000 either individually or

in the aggregate when the same becomes due and payable and such failure shall

continue after the expiration of the applicable grace period, if any, specified

in the agreement or instrument relating to such Indebtedness or (ii) otherwise

default in the observance or performance of any other agreement, term or

condition contained in any agreement or instrument relating to such

Indebtedness, and the effect of such default is to cause, or permit the holder

or holders of such Indebtedness to cause, such Indebtedness to become due prior

to its stated date of maturity;



                  (f) Any Grantor shall (i) apply for or consent to the

appointment of a receiver, trustee, liquidator or custodian of itself or of all

or a substantial part of its property, (ii) be unable, or admit in writing its

inability, to pay its debts generally as they mature, (iii) make a general

assignment for the benefit of its creditors, (iv) be dissolved or liquidated,

(v) become insolvent (as such term may be defined or interpreted under any

applicable statute), (vi) commence a voluntary case or other proceeding seeking

liquidation, reorganization or other relief with respect to itself or its debts

under any bankruptcy, insolvency or other similar law now or hereafter in effect

or consent to any such relief or to the appointment of or taking possession of

its property by any official in an involuntary case or other proceeding

commenced against it or (vii) take any action for the purpose of effecting any

of the foregoing;



                  (g) Proceedings for the appointment of a receiver, trustee,

liquidator or custodian of any Grantor or of all or a substantial part of its

property, or an involuntary case or other proceedings seeking liquidation,

reorganization or other relief with respect to any Grantor or its debts under

any bankruptcy, insolvency or other similar law now or hereafter in effect shall

be commenced and an order for relief shall be entered or such proceeding shall

not be dismissed or discharged within thirty (30) days of commencement; or



                  (h) A final judgment or order for the payment of money in

excess of Five Hundred Thousand Dollars ($500,000) shall be rendered against any

Grantor and the same shall remain undischarged for a period of twenty (20) days

after it is due during which period execution shall not be effectively stayed.



            "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,

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                                       6



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.



            "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

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                                       7



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 condition arising out of

or attributable to (i) any changes in the Company's stock price or trading

volume 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

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