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Exhibit 10.30  


 
 

INDEPENDENT CONTRACTOR AGREEMENT    
  


        This Agreement is entered into as of this first day of December, 2002 ("Effective Date") between Universal
Access, Inc., whose principal place of business is 233 South Wacker Drive, Suite 600, Chicago, Illinois 60606 ("the Company") and Annette Erdmann, d/b/a
Management Solutions, whose principal place of business is                (hereinafter "Consultant"). 


1.    PERFORMANCE OF SERVICES  



        1.1    Scope of Services.    Consultant will provide personnel to perform the services ("Services") described in the
Task Orders negotiated and executed by the parties and attached hereto as Exhibit A. The scope of Services will be determined by the mutual
agreement of the Company and Consultant, and Company will provide supervision and direction to the Consultant personnel performing the Services. 


        1.2    Task Orders.    The scope of Services and compensation for Services shall be set forth in the individual Task
Orders and attached and incorporated hereto. Each Task Order shall include the following information as necessary: 



	(i)
	a
description of the services to be provided by Consultant;



	(ii)
	the
fees for such services;



	(iii)
	the
extent to which expenses incurred by Consultant in performing the services shall be reimbursed by Company;



	(iv)
	the
recommended amount of time to be spent performing the services and the allocation of expenses in performing the services;



	(v)
	the
anticipated completion date of the services; and



	(vi)
	The
identification and description of any Consultant proprietary or third party software and/or technical data to be licensed to the Company. 




        1.3    Performance.    Consultant shall perform these Services in a competent and workmanlike manner in conformance
with the specifications and descriptions contained in the Task Order. 



        1.4    Term.    The term of this Agreement will commence on the Effective Date and terminate upon the earlier of one
year thereafter or the completion of all of Consultant's Services for the Company. 


2.    PAYMENT FOR PERSONNEL AND EXPENSES  


        2.1.    Payment.    Company will pay Consultant for the Services in the amounts and in accordance with the
arrangements specified in each Task Order. 


        2.2.    Invoicing, Late Payments.    Consultant will invoice monthly for the Services. Except as otherwise specified
in a Task Order, Company will pay the amounts invoiced within thirty (30) days of Company's receipt of the invoice. Interest will accrue at one (1) percent per month compounded monthly on
amounts not paid within thirty (30) days of the invoice due date. 


        2.3.    Expenses.    Company will reimburse Consultant for all reasonable expenses incurred by Consultant in
connection with the engagement and approved in advance by the Company, including travel and lodging expenses, and as set forth in the Task Order. Travel shall be conducted in accordance with Company's
travel policies and procedures. 


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3.    INDEPENDENT CONTRACTOR RELATIONSHIP  


        Consultant will undertake the Services provided for in this Agreement as an independent contractor. Consultant will determine the manner and method of its
performance of the Services, and Company's general right to supervise the Services will not make Consultant, or its agents or personnel, the agents or employees of Company. The provision of Services
under this Agreement will not result in any partnership, joint venture, or trust relationship between Consultant and Company. 


4.    AUTHORIZED REPRESENTATIVES  


        The authorized representatives of Consultant and Company ("Authorized Representatives") shall have the authority to bind their respective companies to the terms
and conditions of the Task Order(s) they execute. 


        The
following named individuals are Authorized Representative(s) of Company: 




Lance
Boxer, Randall Lay, Scott Fehlan 





        The
following named individuals are Authorized Representative(s) of Consultant: 




Annette
V. Erdmann 





5.    DISCLAIMER OF WARRANTIES  



        5.1    SERVICES WARRANTY.    Consultant warrants that it will perform its services hereunder in a competent and
workmanlike manner utilizing reasonable care and skill in conformance with the
specifications and descriptions contained in the Task Orders under this Agreement. In the event that Consultant breaches this warranty, Company will promptly notify Consultant in writing and will
specifically describe the deficiency. Consultant agrees to promptly, in its discretion, (a) reperform at its sole cost that aspect of its Services which failed to meet the standard of care set
forth in this Section 5.1; or (b) refund to Company that amount paid by Company for the deficient Services. Company must make any claim for breach of this warranty by written notice to
Consultant within sixty (60) days of the date the Company knows or should have know of such deficiency. 


        5.2  EXCEPT
FOR THE EXPRESS WARRANTY SET FORTH IN SECTION 5.1, ABOVE, CONSULTANT EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND OR NATURE WITH
RESPECT TO THE SERVICES PERFORMED BY IT AND ANY OBLIGATION, LIABILITY, PERFORMANCE, NONPERFORMANCE, AND ANY OTHER MATTER IN CONJUNCTION WITH THIS AGREEMENT, WHETHER EXPRESSED OR IMPLIED, INCLUDING
IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, TITLE OR OTHERWISE. 


6.    LIMITATION OF LIABILITY  


        IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE LOSS, DAMAGE OR EXPENSES (INCLUDING LOST PROFITS
OR SAVINGS) EVEN IF IT HAS BEEN ADVISED OF THEIR POSSIBLE OCCURRENCE. IN NO EVENT WILL EITHER PARTY'S LIABILITY, IF ANY, UNDER EACH TASK ORDER EXCEED THE AMOUNTS PAID TO CONSULTANT BY THE COMPANY
UNDER SUCH TASK ORDER. 


7.    INDEMNIFICATION  


        EACH PARTY WILL INDEMNIFY AND HOLD HARMLESS THE OTHER FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, DAMAGES, AND LIABILITIES (OR ACTIONS IN 


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RESPECT THEREOF THAT MAY BE ASSERTED BY ANY THIRD PARTY) THAT MAY RESULT FROM ANY CLAIMS ARISING OUT OF OR RELATING TO THE NEGLIGENT ACTS OR OMISSIONS OF THE INDEMNIFYING PARTYAND WILL REIMBURSE THE
INDEMNIFIED PARTY FOR ALL EXPENSES (INCLUDING REASONABLE ATTORNEY'S FEES AND COURT COSTS) AS INCURRED BY THE INDEMNIFIED PARTIES IN CONNECTION WITH ANY SUCH ACTION OR CLAIM, EXCEPT TO THE EXTENT THAT
SUCH LOSS, CLAIM, DAMAGE OR LIABILITY IS PROXIMATELY CAUSED BY THE NEGLIGENCE, WILLFUL MISCONDUCT OR INTENTIONAL WRONGDOING OF THE INDEMNIFIED PARTY IN ITS PERFORMANCE OF ITS OBLIGATIONS UNDER THIS
AGREEMENT. 


8.    TERMINATION  


        8.1.    Termination.    Either party may at any time and without cause terminate this Agreement by giving thirty (30)
days written notice of termination. In the event of such termination, Company will pay Consultant for all Services rendered, product ordered and reasonable expenses incurred by Consultant prior to the
expiration of such period. To the extent Consultant has partially completed one or more deliverables as specified in the Task Order as of the effective date of any termination, Company will pay
Consultant a portion of the amount that would have been payable upon completion of such deliverable(s), such portion to be agreed upon equitably and in good faith by the parties, taking into
consideration the amount of work completed by, and the amount of expenses incurred by, Consultant. 


        8.2.    Survival.    The terms of Sections 5 through 12, inclusive, and Section 13.3 will survive the termination or
expiration of this Agreement for any reason. 


9.    GENERAL PROVISIONS  


        9.1    Severability.    If any term or provision of this Agreement is be found by a court of competent jurisdiction or
by an arbitrator to be invalid, illegal or otherwise unenforceable, such finding will not affect the other terms or provisions of this Agreement or the whole of this Agreement, but such term or
provision found to be invalid, illegal or otherwise unenforceable will be deemed modified or narrowed to the extent necessary in the court's or arbitrator's opinion to render such term or provision
enforceable, and the rights and obligations of the parties will be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements of the parties set forth
in this Agreement. WITHOUT LIMITING THE FOREGOING, IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT EACH AND EVERY PROVISION OF THIS AGREEMENT WHICH PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF
WARRANTIES, INDEMNIFICATION OF A PARTY OR EXCLUSION OF DAMAGES OR OTHER REMEDIES IS INTENDED BY THE PARTIES TO BE SEVERABLE AND INDEPENDENT OF ANY OTHER PROVISION AND TO BE ENFORCED AS SUCH. FURTHER,
IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT IF ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES OR OTHER REMEDIES SET
FORTH HEREIN SHALL REMAIN IN EFFECT. 


        9.2    Notices.    Any notice or other communication given pursuant to this Agreement must be in writing and will be
effective when delivered personally to the party for whom intended, or when signed for by that person (or that person's authorized representative) if delivered by messenger or express courier service
(e.g., UPS or Federal Express) or by certified or registered United States mail, or five (5) days following deposit of the same into the United States mail, first class postage prepaid,
provided 


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that in each case other than personal delivery the notice is addressed and sent to such party at the address set forth below. Notices sent by facsimile will be effective when received. 



	Universal Access, Inc.	 	Consultant
	233 S. Wacker Drive, Suite 600	 	 
	 	 	

	Chicago, Illinois 60606	 	 
	 	 	

	Facsimile: (312) 660-3670	 	Facsimile:
	 	 	

	Attn.: President of Operations	 	Attn.: Annette V. Erdmann
	 	 	

	
WITH A COPY TO:	
 	

 
	

Universal Access, Inc.

233 S. Wacker Drive, Suite 600

Chicago, Illinois 60606

Facsimile: (312) 660-1290

Attn.: General Counsel	
 	

 






        9.3    Force Majeure.    Neither party will be liable for any delays or failures in performance of any obligations
under this Agreement, other than payment obligations, due to causes beyond its reasonable control, including, but not limited to: acts of God, fire, explosion, vandalism, storm, extreme temperatures
or other similar catastrophes; any law, order, regulation, direction, action or request of the United States government, or of any other government, including state and local governments having
jurisdiction over either of the parties, or of any department, agency, commission, court, bureau, corporation or other instrumentality of any one or more said governments, or of any civil or military
authority; national emergencies, insurrections, riots, wars, or strikes, lock-outs, work stoppages or other labor difficulties. 


        9.4    No Authority to Bind the Other Party.    Neither party will have the authority to make any statements,
representations, or commitments of any kind on behalf of the other party, or to take any action binding upon the other, except as that other party's Designated Representative may specifically
authorize in writing. 


        9.5    Governing Law.    This Agreement will be governed by and construed in accordance with the laws of the State of
Illinois without giving effect to any choice-of-law rules that may otherwise require application of the laws of another jurisdiction. 


        9.6    Legal And Equitable Remedies.    Because Consultant's services are unique and because Consultant may have
access to and become acquainted with the Proprietary Information of the Company, or the Company may wish to protect its interest in its customers and prospects, the Company shall have the right to
enforce this Agreement and any of its provisions by injunction, specific performance or other equitable relief, without bond and without prejudice to any other rights and remedies that the Company may
have for a breach of this Agreement by Consultant. 


        9.7    Assignment.    Neither this Agreement nor any interest in this Agreement nor any claim arising under or in
connection with or relating to this Agreement may be assigned by Consultant without the Company's prior written consent, and any attempted assignment without such consent will be void. Company may
assign this Agreement without the consent of Consultant. 


        9.8    Successors.    This Agreement will inure to the benefit of and will be binding upon the parties, their
respective successors and permitted assignees and transferees, unless otherwise provided in this Agreement. 


        9.9    Amendments.    The terms and conditions of this Agreement may not be amended, changed, modified, supplemented
or waived without the signature of an authorized individual of each party. No 


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waiver of any breach, delay or default under this Agreement will constitute a waiver of any other or subsequent breach, delay or default hereunder, whether or not similar. 


        9.10    Cooperation and Assistance.    Each party agrees to provide reasonable cooperation and assistance to the other
to facilitate the successful implementation and completion of the Services and undertakings contemplated by this Agreement. 



        9.11    Export Controls.    The export control laws of the United States and other jurisdictions regulate the export
and re-export of certain technology, including physical transfer and electronic transmission of certain information, materials and software to particular foreign countries and foreign nationals. Both
parties agree to comply with all applicable export control laws and regulations with respect to any work product developed or produced in connection with this Agreement and hereby give their written
assurance not to transfer, by electronic transmission or otherwise, any information, software or materials which are governed by or regulated under such laws to a national or a destination prohibited
or restricted under such laws or regulations without first obtaining any required governmental authorization. The exporter of record will be responsible for obtaining any government documents and
approvals prior to export of any information or materials as well as any other actions required to comply with export control laws and regulations. 


        9.12    No Use of Name or Trademarks.    Neither party will utilize the names or trademarks of the other in connection
with any advertising, marketing or promotion of any kind without obtaining the other party's prior written consent. Without limiting the foregoing, neither party will publicize, promote or disclose
that Consultant is providing Services to Company pursuant to this Agreement without obtaining the other party's prior written consent. 



        9.13    Waiver.    No waiver by either party of any breach of this Agreement shall be a waiver of any preceding or
succeeding breach. No waiver by either party of any right under this Agreement shall be construed as a waiver of any other right. The Company shall not be required to give notice to enforce strict
adherence to all terms of this Agreement. 


        9.14    No Conflicting Obligation.    Consultant represents that its performance of all the terms of this Agreement
does not and will not breach any agreement to keep in confidence information acquired by it in confidence or in trust prior to this Agreement with the Company. Consultant has not entered into, and
Consultant agrees that it will not enter into, any agreement either written or oral in conflict with this Agreement. 


        9.15    Return Of Company Documents.    Consultant will deliver to the Company any and all drawings, notes, memoranda,
specifications, devices, formulas, and documents, together with all copies of such items, any other material containing or disclosing any Company Inventions, Third Party Information or Confidential
Information of the Company, regardless of the medium upon which it is stored, and any other property of the Company or its Affiliates which is in its possession or control. Consultant further agrees
that any property situated on the Company's premises and owned by the Company, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company
personnel at any time with or without notice. 


        9.16    Third Party Information.    Consultant understands, in addition, that the Company has received and in the
future will receive from third parties confidential or proprietary information ("Third Party Information") subject to a duty on the Company's part to maintain the confidentiality of such information
and to use it only for certain limited purposes. During the term of this Agreement and thereafter, Consultant will, at a minimum, use reasonable efforts, by exercising the same care to prevent
unauthorized disclosures of Third Party Information as Consultant exercises to prevent unauthorized disclosure of its own confidential or proprietary information and will not disclose to anyone (other
than Company personnel who need to know such information in connection with their 


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work for the Company) or use, except in connection with its work for the Company, Third Party Information unless expressly authorized by an officer of the Company in writing. 



        9.17    No Improper Use of Information of Others.    During the term of this Agreement, Consultant will not improperly
use or disclose any confidential information or trade secrets, if any, of any other person to whom Consultant has an obligation of confidentiality, and Consultant will not bring onto the premises
of the Company any unpublished documents or any property belonging to any third party to whom Consultant has an obligation of confidentiality unless consented to in writing by that third party. 



10.  WORK PRODUCT  


        Company retains all rights, title and interest in and to all software, programming documentation, technical ideas, concepts, know-how, inventions, discoveries,
improvements, techniques and all related intellectual property rights, created, conceived and developed by Company prior to the commencement of this Agreement, including without limitation the
Products and Documentation (the "Company Prior Technology"). All right, title, and interest in and to all derivative works, enhancements, extensions and
modifications of or related to the Company Prior Technology or other products developed in whole or in part by Company, including without limitation all intellectual property rights therein (the
"Developed Technology") shall be the sole property of Company whether developed by Company or any other party in performing the Professional Services or
otherwise. All ideas, know-how, techniques or other intellectual property rights originated, developed or owned by the Consultant prior to the commencement of this Agreement and ideas, know-how,
techniques or other intellectual property, excluding the Developed Technology developed solely by Consultant during the term of the Agreement for services not specified within a Task Order shall be
the sole property of Consultant. 


11.  INVENTIONS AND DATA RIGHTS  


        11.1    Consultant agrees that all notes, notebooks, designs, drawings, models, writings, reports, sketches, formulas, specifications, memoranda,
computer source code and documentation and other data prepared and/or produced by Consultant in the performance of this Agreement and all derivative works thereof are works made for hire and are
assigned to and shall become the sole property of Company, including all rights therein of whatever kind or nature, and Consultant agrees not to disclose same to any other person, firm or corporation.
Upon termination of its work on the project, or upon the termination or expiration of this Agreement, Consultant agrees to promptly deliver to Company all documents and other records that relate to
the business activities of Company, and all other materials which belong to Company. 


        11.2    Consultant
agrees and does hereby assign to Company as its exclusive property, its entire right, title and interest in those inventions, innovations or ideas developed
or conceived by it solely or jointly with others, during the term of its work for or at Company, which inventions, innovations or ideas relate to the products, processes, developments, research
activities, or other business activities of Company, or result from work which it performed at or for Company. All rights, title and interest in such inventions shall be vested in Company immediately
upon such development or conception. Consultant further agrees that, when requested, Consultant will without charge to Company, but at Company 's expense, sign all papers, take all rightful oaths, and
do all acts which may be necessary, desirable or convenient for securing and maintaining the patents, copyrights and legal protection for inventions or innovations in any and all countries and for
vesting title in Company, its successors, assigns, and legal representatives or nominees. 



        11.3    If
Consultant, during the course of performing the Services for the Company, discovers, invents, or produces, without limitation, any information, computer programs,
software or other associated intangible property, network configuration, formulae, product, device, system, technique, drawing, program or process which is a "trade secret" within the meaning of the
Illinois Trade Secret 


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Act (irrespective of where Consultant performs the Services), such information, formulae, product, device, system, technique, drawing, program or process shall be assigned to the Company. Consultant
agrees to fully cooperate with the Company in protecting the value and secrecy of any such trade secret, and further agrees to execute any and all documents the Company deems necessary to document any
such assignment to the Company. Consultant appoints the Company as its attorney-in-fact to execute any documents the Company may deem necessary that relates to any such trade secret or assignment
thereof to the Company. 


12.  CONFIDENTIAL INFORMATION  


        12.1    During the course of this Agreement, each party may be given access to information that (a) relates to the other's past, present, and
future research, development, business activities, products, services, and technical knowledge and which the party considers confidential and proprietary; or (b) has been labeled as
confidential information, is identified in a contemporaneous writing as confidential information, or is provided under circumstances in which the parties reasonably should understand that the
information is proprietary and confidential. The term "Confidential Information" shall mean any and all confidential and/or proprietary knowledge, data or information of either party or its
Affiliates. By way of illustration but not limitation, "Confidential Information" includes (a) trade secrets, inventions, ideas, know-how, improvements, discoveries, developments, designs and
techniques as described in Section 10 and Section 11 herein (together, "Inventions"); (b) information regarding plans for research and development, new products marketing and selling, business
plans, licenses, records, facility locations, documentation, software programs, price lists, contract prices for purchase and sale of services, customer lists, prospect lists, pricing on business
proposals to new and existing customers, network configuration, supplier pricing, equipment configurations, ledgers and general information, employee records, mailing lists, accounts receivable and
payable ledgers, budgets, financial and other records; and (c) information regarding the skills and compensation of other employees of either party. Notwithstanding the foregoing, it is
understood that, at all such times, each party is free to use information which is generally known in the trade or industry, which is not gained as result of a breach of this Agreement, and each
party's own, skill, knowledge, know-how and experience to whatever extent and in whichever way it wishes. For purposes of this Agreement, "Affiliate" shall have the same meaning given the term under
Rule 405 of the Securities Act of 1933, and shall include persons or entities controlled by or under common control with the party or any of its five percent (5%) or greater stockholders. Such
Confidential Information will be subject to the following: 


        12.2    Limitations on Use.    The Confidential Information furnished by the disclosing party (the "Disclosing Party")
may used by the receiving party (the "Receiving Party") only in connection with the Services. Access to Confidential Information must be restricted to those of the Receiving Party's personnel engaged
in the provision or receipt of the Services and with a reasonable need to know. Each party reserves the right to require that the other party have its personnel read and acknowledge this Section 12
before receiving or having access to any Confidential Information. 


        12.3    Protection of Confidential Information.    The Receiving Party agrees to protect the confidentiality of all
Confidential Information of the Disclosing Party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind. 


        12.4    Confidential
Information of the Disclosing Party may be used by the Receiving Party only in connection with the performance and receipt of the Services under this
Agreement, and unless otherwise agreed in writing by the Disclosing Party, the Receiving Party may not (a) disclose Confidential Information of the Disclosing Party to any third party;
(b) copy or reproduce any Confidential Information; (c) disclose to any third party the fact that the Disclosing Party has disclosed or provided any Confidential Information to the
Receiving Party; or (d) disclose to any third party the existence, nature, or scope of this Agreement other than subsidiaries, affiliates, agents, auditors, and regulators. Each party agrees
that it will not in any manner use its knowledge of the other's business 


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for the benefit of any other person or company or divulge to others information or data concerning the other's business affairs, including the names of customers, names of employees, number or
character of contracts, marketing strategies and prices, terms or particulars of the other's business. Each party will, in all things and in good faith, protect the good will of the other's business
and keep confidential its knowledge of such business affairs acquired prior to and during the term of this Agreement. 


        12.5    Return of Confidential Information.    Confidential Information made available under this Agreement, including
copies thereof, will be returned to the Disclosing Party upon the first to occur of (a) completion of the Services or (b) request by the Disclosing Party. Each party may retain, however,
subject to the terms of this Section 12, copies of Confidential Information as required by law. 


        12.6    Exceptions to Confidentiality Requirements.    Confidential Information shall not include, and in no event
will either party be prohibited from using or disclosing information (including ideas, concepts, know-how, techniques, and methodologies) (a) previously known to it without obligation of
confidence, (b) independently developed by it, (c) acquired by it from a third party which is not under an obligation of confidence with respect to such information, (d) which is
or becomes publicly available through no breach of this Agreement, or (e) is approved for public release by the Disclosing Party. 


        12.7    Compelled Disclosures.    If either party receives a subpoena or other validly issued administrative,
judicial, or similar process requesting Confidential Information of the Disclosing Party, the Receiving Party will provide prompt notice to the Disclosing Party of receipt of the subpoena or other
process. Unless the Disclosing Party promptly and successfully takes action to quash the subpoena or to otherwise challenge the release of Confidential Information, obtains a valid Order freeing the
Receiving Party of its obligation to respond to the subpoena or other process, and provides timely written notice thereof to the Receiving Party, then the Receiving Party will thereafter be entitled
to comply with such subpoena or other process, on the date the response is due, to the extent required by law or regulation. 


1.    COMPLETE AGREEMENT  


        This Agreement sets forth the entire understanding between the parties with respect to the performance of the Services, and the subject matter of this Agreement,
and supersedes all prior and contemporaneous agreements, arrangements, correspondence, requests for proposals, proposals, and communications, whether oral or written, with respect to the performance
of the Services, or the subject matter of this Agreement. 


        IN
WITNESS WHEREOF, by the authorized signatures below, the parties have executed this Agreement. 



	Consultant	 	Universal Access, Inc.
	

By:	
 	

/s/ ANNETTE V. ERDMANN
	
 	

By:	
 	

/s/ LANCE B. BOXER

	Name:	 	Annette V. Erdmann
	 	Name:	 	Lance B. Boxer

	Title:	 	 	 	Title:	 	President and CEO
	 	 	
	 	 	 	

	Date:	 	12/11/02
	 	Date:	 	12/11/02





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EXHIBIT "A"  


 TASK ORDER  


	(i)
	DESCRIPTION OF SERVICES



Below
is the description of consulting services to be provided by Management Solutions to Universal Access: 


	•
	Act
as interim CIO for the IT Organization reporting to Lance Boxer. Responsibilities will include: 
	•
	Staff
recruiting 
	•
	Budget
planning 
	•
	Project
prioritization and oversight 
	•
	Strategic
planning 









	•
	Project
manage the Provisioning Portal initiative which will provide the following functionality: 
	•
	Wholesale
carrier capacity—rates, routes, and the ability to automatically provision through a client's desktop 
	•
	Deliver
a prototype and phase 1 implementation 
	•
	Deliver
and maintain project plan 








	(ii)
	FEES FOR SERVICES



Fees
will be invoiced bi-weekly and wired to the Management Solutions bank account within two weeks. 


	•
	$1,500/full
business day to be paid bi-weekly 
	•
	Schedule
will be coordinated with Lance Boxer. 
	•
	Currently
intended schedule is, subject to the terms of the Agreement: 
	•
	December 11
- 13, 2002 
	•
	Beginning
January 6, 2003 through March 28, 2003 full-time support will be provided. 








	(iii)
	EXPENSES



Management
Solutions will invoice expenses bi-weekly and to be paid within two weeks by Universal Access. 


	•
	Airfare—All
travel will be coordinated with Universal Access 
	•
	Corporate
apartment at the Presidential Towers to include cleaning services 
	•
	Taxi
for airport transportation 
	•
	$60/day
per-diem to include expenses for food, laundry, and miscellaneous 





	(iv)
	COMPLETION DATE OF SERVICES



This
task order will expire on March 28, 2003. If the parties agree that any other consulting services are required beyond this date, an additional task order will be developed and approved by
Universal Access and Management Solutions for month-to-month consulting services. 



	(v)
	PROPRIETARY OR THIRD PARTY SOFTWARE AND/OR TECHNICAL DATA TO BE LICENSED TO THE COMPANY



Not
applicable. 



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INDEPENDENT CONTRACTOR AGREEMENT