DSL.NET, INC.

EXHIBIT
      10.7

XXX.XXX,
      INC.
00
      XXXXXX
      XXXX XXXXX, XXXXX 000
XXXXXXXXXXX,
      XX 00000

August
      28, 2006

Xxxxx
      X.
      Xxxxxxx
c/o
      XXX.xxx, Inc.
00
      Xxxxxx
      Xxxx Xxxxx, Xxxxx 000
Xxxxxxxxxxx,
      XX 00000

Re:
      Retention Bonus

Dear
      Xxxx: 

As
      you
      know, XXX.xxx, Inc. (the “Company”) entered into a Purchase Agreement with
      MegaPath Inc. and a wholly-owned subsidiary of MegaPath Inc. (“MegaPath”) on
      August 22, 2006 (the “Purchase Agreement”). It is a condition to the closing of
      the financing transaction contemplated by the Agreement (the “Financing”) that
      the Company have entered into this agreement with you. 

In
      recognition of your historic valuable contributions to the success of the
      Company and your continuing value to the Company during the period following
      the
      closing of the Financing, to incent you to remain as an employee of the Company,
      and in consideration for the mutual covenants set out herein, the Company is
      prepared to offer to you the following: 


      

          
            ·   
               
            Provided
                that you remain employed by the Company up until February 28, 2007
                (the
                “Retention Date”), you will be paid a retention bonus (the “Retention
                Bonus”) equal to three months of your current base salary. The Company
                will withhold and remit all applicable deductions from the Retention
                Bonus, which will be paid to you within five (5) business days of the
                Retention Date. If your employment with the Company is terminated
                by you
                or by the Company for any reason prior to the Retention Date, you
                will not
                be paid the Retention Bonus.

          

    
 
Except
      as
      expressly amended herein, nothing in this agreement alters or amends the terms
      of your employment with the Company as at the Effective Date (as defined below)
      of this letter. This agreement becomes effective (the “Effective Date”) on the
      later of the date that the Company receives from you an executed copy of this
      agreement and the closing of the Financing.

The
      benefits set forth herein are 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 are in addition
      to
      your current compensation and any other benefits to which you are or may become
      entitled. This agreement is binding upon and shall inure to the benefit of
      the
      parties hereto and their respective successors and assigns. 

Please
      acknowledge your receipt of this agreement by signing one copy of this letter
      and returning it to the undersigned.


Yours
      truly,

XXX.xxx,
      Inc. 

Per
      order of the Board of Directors



By: 
      /s/
      Xxxxxx
      Xxxxxx                          
        
Name:
      Xxxxxx Xxxxxx
Title:  
      Chief Financial Officer





Agreed
      to this 28th day of August, 2006:




/s/
      Xxxxx X.
      Xxxxxxx                                   
         
            
           
Xxxxx
      X.
      Xxxxxxx
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DSL.NET, INC.

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