1085866--3/31/2006--DSL_NET

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{system, service, information}

{product, market, service}

{stock, price, operating}

{capital, credit, financial}

{stock, price, share}

{debt, indebtedness, cash}

{regulation, government, change}

{personnel, key, retain}

{product, candidate, development}

{control, financial, internal}

{customer, product, revenue}

{provision, law, control}

{operation, natural, condition}

{property, intellectual, protect}

{financial, litigation, operation}

{acquisition, growth, future}

{interest, director, officer}

{competitive, industry, competition}

Special Note Regarding Forward-Looking Statements and Certain Other Information Risks Relating To Our Business We Have Incurred Losses And Expect Our Losses To Continue Our Independent Registered Public Accounting Firm Has Raised Questions About Our Ability To Continue As A Going Concern In Their Report On Our Audited Financial Statements, Which May Have An Adverse Impact On Our Ability To Raise Additional Capital And On Our Stock Price We Have Incurred, And May Incur Additional, Significant Amounts Of Debt To Implement Our Business Plan And This Indebtedness Creates Greater Financial And Operating Risk And Limits Our Flexibility We Must Obtain The Prior Approval Of DunKnight Telecom Partners LLC To Effect Certain Expenditures Additional Financing Will Be Required If We Are To Sustain Our Operations, Repay All Of Our Senior Secured Debt Or Achieve Our Strategic and Operating Objectives Because The High-Speed Data And Integrated Voice And Data Communications Industries Continue to Rapidly Evolve, We Cannot Predict Their Future Growth Or Ultimate Size Our Business Model Is Unproven, And May Not Be Successful If Our Services Fail To Achieve Or Sustain Market Acceptance At Desired Pricing Levels, Our Ability To Achieve Profitability Or Positive Cash Flow Would Be Impaired We May Be Subject To Risks Associated With Strategic Opportunities We Need Additional Funding To Support Increased Sales And Marketing Initiatives And Customer Acquisitions In Order To Offset The Effects of Churn Our Management Team Is Critical And The Loss Of Key Personnel Could Adversely Affect Our Business If We Fail To Retain Our Employees Or Recruit Qualified Personnel In A Timely Manner, We Will Not Be Able To Execute Our Business Plan And Our Business Will Be Harmed Disappointing Quarterly Revenue, Operating Results Or Operating Statistics Could Cause The Price Of Our Common Stock To Fall The Failure Of Our Customers To Pay Their Bills On A Timely Basis Could Adversely Affect Our Cash Flow We Depend On Wholesale DSL And T-1 Providers, Some Of Whom Are Competitors, To Provide Us With Local Facilities In Areas Where We Have Not Deployed Our Own Equipment Our Services Are Subject To Federal, State And Local Regulation, And Changes In Laws Or Regulations Could Adversely Affect The Way We Operate Our Business Our Success Depends On Negotiating And Entering Into Interconnection Agreements With Traditional Local Telephone Companies Failure To Negotiate Interconnection Agreements With The Traditional Local Telephone Companies Could Lead To Costly And Lengthy Arbitration Which May Not Be Resolved In Our Favor Our Success Depends On Traditional Local Telephone Companies Providing Acceptable Transmission Facilities And Copper Telephone Lines We Compete With The Traditional Local Telephone Companies On Which We Depend We Depend On Long Distance Carriers To Connect Our Network Intense Competition In The High-Speed Data And Integrated Voice And Data Communication Services Market May Negatively Affect The Number Of Our Customers And The Pricing Of Our Services Our Failure To Develop And Maintain Good Relationships With Marketing Partners In A Local Service Market Could Adversely Affect Our Ability To Obtain And Retain Customers In That Market Uncertain Tax And Other Surcharges On Our Services May Increase Our Payment Obligations To Federal And State Governments A System Failure Could Delay Or Interrupt Service To Our Customers A Breach Of Our Network Security Could Result In Liability To Us And Deter Customers From Using Our Services Our Failure To Adequately Protect Our Proprietary Rights May Adversely Affect Our Business We May Be Exposed To Liability For Information Carried Over Our Network Or Displayed On Web Sites That We Host Risks Relating To Ownership Of Our Common Stock Our Stock Price Could Fluctuate Widely In Response To Various Factors, Many Of Which Are Beyond Our Control Certain Investors Have Significant Influence Regarding Most Matters Requiring Stockholder Approval, And Certain Corporate and Operational Transactions, Which Could Prevent Us From Effecting Certain Transactions And/Or Have A Material Adverse Effect On The Market Price Of Our Common Stock If We Effect An Equity Or Convertible Debt Financing Transaction, It May Result In Dilution If Certain Transactions Occur, The Value That The Holders Of Our Common Stock May Receive Will Be Adversely Affected by Our Outstanding Debt Obligations Certain Provisions Of Our Charter, By-Laws And Delaware Law Could Make A Takeover Difficult

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1085866--3/31/2006--DSL_NET_INC