<PAGE>

                                                                  EXHIBIT 10.4.2



                                SECOND AMENDMENT

                                     TO THE

                               U.S. REALTEL, INC.

                       1999 EMPLOYEE EQUITY INCENTIVE PLAN


         U.S. RealTel, Inc. (the "Company") hereby promulgates the following
Second Amendment to the U.S. RealTel, Inc. 1999 Employee Equity Incentive Plan
as previously adopted by the Company on April 20, 1999 and amended by a First
Amendment thereto adopted by the Board of Directors on March 20, 2002 and
approved by the Company's stockholders on June 26, 2002 (the "Plan").

         Effective as of August 6, 2002, the Plan shall be amended as follows:

         (1)      Section 3(a) shall be amended by substituting the number
                  4,200,000 for the number 3,200,000 in each place said number
                  appears in Section 3(a), in order that Section 3(a) of the
                  Plan provide as follows:

                  (a)      4,200,000 shares of Stock are hereby made available
                           and are reserved for delivery on account of the
                           exercise of Awards (including stock appreciation
                           rights) and payment of benefits in connection with
                           Awards under the Plan. Stock appreciation rights may
                           be granted under the Plan with respect to 4,200,000
                           shares of Stock. Performance Units may be granted
                           under the Plan based on 4,200,000 shares of Stock. No
                           more than 4,200,000 shares shall be cumulatively
                           available for the grant of Bonus Shares and
                           Restricted Stock under the Plan. Unless an increase
                           is approved by vote of the stockholders of the
                           Company or an increase results from the operation on
                           Section 3(c), no more than 3,200,000 shares shall be
                           available for the grant of "incentive stock options,"
                           as defined in Section 6(c). Shares issued upon the
                           exercise of Awards may be treasury shares or newly
                           issued shares, as may be determined from time to time
                           by the Board or the Committee.

         (2)      A Section 3(c) shall be added to the Plan as follows:

                  (c)      The number of shares of Stock available and reserved
                           for delivery on account of the exercise of Awards and
                           payment of benefits in connection with Awards, as
                           specified in Section 3(a) (including with respect to
                           stock appreciation

<PAGE>

                           rights, Performance Units, Bonus Shares and
                           Restricted Stock) shall automatically be increased on
                           the first day of each calendar year, commencing on
                           January 1, 2003, to that number of shares equal to
                           (i) thirty percent (30%) of the Diluted Shares
                           Outstanding as of the particular January 1st less
                           (ii) the number of shares specified in Section 3(a);
                           provided that such annual automatic increases shall
                           not cumulatively exceed (A) in the case of shares
                           reserved for issuance of Awards other than incentive
                           stock options, 800,000 shares of Stock and (B) in the
                           case of shares reserved for issuance of Awards of
                           incentive stock options, 1,800,000, so that in either
                           case the maximum number of shares of Stock which may
                           become available and reserved for delivery on account
                           of the exercise of Awards and payment of benefits in
                           connection with Awards shall be 5,000,000. For
                           purposes of this Section 3(c), "Diluted Shares
                           Outstanding" shall mean, as of any January 1st, the
                           sum of (i) the number of outstanding shares of common
                           stock of the Company on such date, (ii) the number of
                           shares of common stock issuable on such date assuming
                           the conversion of all outstanding preferred stock and
                           convertible debt securities of the Company, (iii) the
                           exercise of all outstanding stock purchase warrants
                           and (iv) the additional number of dilutive common
                           stock equivalent shares outstanding as the result of
                           options or other Awards outstanding on such date.

         (3)      Section 6(a)(iv) shall be amended by substituting the number
                  1,500,000 for the number 1,000,000 in order that Section
                  6(a)(iv) of the Plan provide as follows:

                           (iv)     No Grantee may receive, upon the exercise of
                  options or incentive stock options, the lapse of restrictions
                  on Restricted Stock, the payment of performance units in
                  stock, or the grant of a stock bonus, or any combination
                  thereof, an aggregate number of shares of Stock under the Plan
                  that exceeds 1,500,000 shares over the life of the Plan. In
                  any twelve month period, no Grantee may receive stock
                  appreciation rights relating to more than 100,000 shares of
                  Stock, or performance units relating to more than 100,000
                  shares of Stock under the Plan. If a previously granted
                  option, incentive stock option, stock appreciation right, or
                  performance unit is canceled or repriced, the canceled or
                  repriced option, incentive stock option, stock appreciation
                  right or performance unit, as the case may be, shall continue
                  to be counted against the maximum number of shares, stock
                  appreciation rights


                                      -2-
<PAGE>

                           or performance units that may be delivered to any
                           Grantee over the life of the Plan.

         IN WITNESS WHEREOF, the Company has caused this instrument to be
executed on its behalf by the undersigned officer of the Company, as duly
authorized by its Board of Directors, as of the 6th day of August, 2002.


                                           U.S. REALTEL, INC.

                                           By:  /s/Charles B. McNamee
                                                ----------------------------
                                                Charles B. McNamee
                                                Chief Executive Officer


ATTEST:


/s/Gregory P. McGraw
--------------------------------
Gregory P. McGraw
Secretary



                                      -3-