EXHIBIT
10.4
CONSENT AND WAIVER OF LAURUS
MASTER FUND, LTD. FOR DUNKNIGHT TELECOM PARTNERS
LLC
DEBT FINANCING OF DSL.NET,
INC.
November 2, 2005
DSL.net, Inc.
545 Long Wharf Drive
5 th Floor
New Haven, CT 06511
Ladies and Gentlemen:
Reference is made to (a) the $4.25 million
Secured Convertible Minimum Borrowing Note (the “ MB
Note ”) dated August 31, 2004 by the DSL.net, Inc.
(the “ Company ”) in favor of Laurus
Master Fund, Ltd. (“ Laurus ”), (b) the
Security Agreement dated August 31, 2004 (the “ Laurus
Security Agreement ”), by and between Laurus the
Company, (c) the Subordination Agreement dated the date hereof (the
“ Subordination Agreement ”) between
Laurus and DunKnight Telecom Partners, LLC (“
DunKnight ”), and (d) each of the Securities
Purchase Agreement, form of Debenture, and Agency, Guaranty and
Security Agreement (collectively, the “ DK Transaction
Documents ”) each dated the date hereof by and among the
Company, DunKnight and the other signatories thereto (copies of
which have previously been provided to Laurus). Capitalized terms
not otherwise defined in this Consent and Waiver have the same
meanings as specified in the Laurus Security Agreement.
Having been apprised of the
transactions contemplated by DK Transaction Documents and wishing
to facilitate the consummation thereof because it is in the best
interests of the undersigned and the
