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                                                                   Exhibit 10.21

                        INDEPENDENT CONTRACTOR AGREEMENT

This Agreement is entered into as of May 1, 2002 ("Effective Date") between
UNIVERSAL ACCESS GLOBAL HOLDINGS INC., whose principal place of business is 233
South Wacker Drive, Suite 600, Chicago, Illinois 60606 ("the Company") and
SPAGNOLO GROUP LP, a Texas limited partnership whose address is
________________________________ (hereinafter "Consultant").

1.   SERVICES; TERM

     1.1  SCOPE OF SERVICES. Consultant will perform the services ("Services")
     described in the Task Orders executed by the parties and attached hereto as
     EXHIBIT A.

     1.2  TERM. The term of this Agreement shall be nine months, beginning on
     the Effective Date and ending on January 31, 2003 (the "Term").

2.   PAYMENT

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

     2.2. INVOICING, LATE PAYMENTS. Except as otherwise set forth in a Task
     Order, Consultant will invoice monthly for the Services. Company will pay
     the amounts invoiced upon Company's receipt of the invoice. Interest will
     accrue at one (1) percent per month compounded monthly on amounts not paid
     within fifteen (15) days of the invoice due date.

     2.3. EXPENSES. Company will reimburse Consultant for all reasonable
     expenses incurred by Consultant in connection with the Services, 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.

     2.4. TAXES. Company will reimburse Consultant for any sales tax, use tax,
     or other taxes incurred by Consultant in connection with the provision of
     the Services (other than income taxes imposed on Consultant or any taxes
     arising from or directly or indirectly related to the Consultant's breach
     of any provision(s) of this Agreement, including but not limited to any
     breach or failure, and the resulting tax ramifications thereof, of the
     Consultant to comply with Section 6 of this Agreement).

3.   WARRANTIES

     3.1  Consultant warrants that (a) it will perform the Services hereunder in
     a competent and workmanlike manner utilizing reasonable care and skill and
     (b) Mark F. Spagnolo, an employee of Consultant (the "Designee"), will be
     the individual providing the Services and acting as a service provider to
     the Company.

     3.2  EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 3.1 ABOVE,
     CONSULTANT EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS
     OF ANY KIND OR NATURE WITH RESPECT TO THE SERVICES AND ANY OBLIGATION,
     LIABILITY, PERFORMANCE, NONPERFORMANCE, AND ANY OTHER MATTER IN CONJUNCTION
     WITH


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     THIS AGREEMENT, WHETHER EXPRESSED OR IMPLIED, INCLUDING IMPLIED WARRANTIES
     OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT,
     TITLE OR OTHERWISE. CONSULTANT DOES NOT WARRANT THAT THE SERVICES PERFORMED
     BY ITS PERSONNEL WILL BE ERROR FREE, FREE OF UNINTENDED CONSEQUENCES, OR
     FULLY COMPREHENSIVE.

4.   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 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.

5.   TERMINATION

     5.1. TERMINATION. The Company may terminate this Agreement at any time for
     cause or upon the death or incapacity of the Designee. "Cause" shall exist
     for such termination if Consultant or its Designee (i) is adjudicated
     guilty of a felony by a court of competent jurisdiction, (ii) commits any
     act of fraud or intentional misrepresentation, (iii) has materially
     breached any covenant set forth in this Agreement or willfully violated or
     failed to follow any material direction of the Chairman of the Company,
     which breach or willful violation or failure the Consultant or its Designee
     has not cured within ten (10) days following notice by the Chairman of the
     breach or willful violation or failure, or (iv) has made any material
     misrepresentation to the Company. In the event of a termination, Company
     will pay Consultant for all Services rendered and reasonable expenses
     incurred by Consultant prior to the termination of the Agreement, and
     otherwise will have no further obligations hereunder.

     5.2. SURVIVAL. The terms of Sections 3 through 8 will survive the
     termination or expiration of this Agreement for any reason.

6.   INDEPENDENT CONTRACTOR RELATIONSHIP

     6.1  Consultant will undertake the Services to be performed hereunder as an
     independent contractor. Consultant will determine the manner and method of
     its performance of the Services, and Company's general right to direct 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. 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. As an
     independent contractor, the Consultant shall not participate in any
     employee benefit plan or program or be subject to any employment rules,
     regulations or policies of the Company.

     6.2  All wages paid to employees of the Consultant shall constitute wages
     paid to such employees by the Consultant and neither the Company, nor its
     officers,


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     directors, and employees shall have any obligation or liability whatsoever
     to the Consultant for workers' compensation, federal and state payroll
     taxes, unemployment compensation, minimum wages, Social Security
     assessments or similar charges, taxes or liabilities applicable to an
     employment relationship. The Consultant further agrees that it shall
     maintain sufficient insurance to protect it, its Designee and such other
     parties who may perform services on its behalf hereunder from claims under
     workers' compensation laws and other similar acts, and also from any
     damage, personal injury or death suffered by it, its Designee or any
     parties engaged by it, and which may arise in the performance of services
     hereunder.

     6.3  The Consultant recognizes and acknowledges that it is free from
     control or direction over the performance of its services, both under this
     Agreement and in fact, and the Consultant represents to the Company that it
     (i) has established a place of business separate, independent and outside
     of any place of business of the Company, (ii) is engaged in an
     independently established trade, occupation, or business, and (iii) has
     other customers and clients for which it performs services. Designee may,
     at the direction of the Company's Chairman, meet with third parties on
     behalf of the Company to discuss potential client, strategic or financial
     relationships with the Company. Consultant may contact the same third
     parties in matters unrelated to this Agreement and the Services, provided
     that Consultant abides by the provisions of this Agreement.

     6.4  The Consultant agrees to fully indemnify the Company and its
     shareholders, subsidiaries, affiliates, officers, directors, employees and
     independent contractors against and will hold the Company, its
     shareholders, subsidiaries, affiliates, officers, directors, employees and
     independent contractors harmless from any and all claims, costs, damages,
     demands, expenses (including without limitation attorneys' fees),
     judgments, losses or other liabilities of any kind or nature whatsoever
     arising from or directly or indirectly related to the Consultant's breach
     of any provision(s) of this Agreement, including but not limited to any
     breach or failure, and the resulting tax ramifications thereof, of the
     Consultant to comply with this Section 6.

7.   INTELLECTUAL PROPERTY; CONFIDENTIALITY

     7.1  The provisions of EXHIBIT B are hereby incorporated herein and made a
     part hereof.

     7.2  The parties have or will execute a confidentiality and non-disclosure
     agreement substantially in the form attached hereto as EXHIBIT C.

8.   GENERAL PROVISIONS

     8.1  NON-SOLICITATION. During the Term of this Agreement, and for a period
     of one year thereafter, Consultant will not, directly or indirectly, on
     behalf of itself or as a partner or as an officer, director, employee,
     agent, consultant or shareholder of any other entity or person, or as a
     trustee, fiduciary or other representative of any other person or entity,
     induce, attempt to induce or hire any employee (or any person who was an
     employee during the year preceding the date of any solicitation) of Company
     or its


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     affiliates to leave the employ of Company or its affiliates, or in any way
     interfere with the relationship between any such employee and Company or
     its affiliates.

     8.2  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.

     8.3  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 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 that in each case other
     than personal delivery the notice is addressed and sent to such party at
     the address set forth above.

     8.4  FORCE MAJEURE. Neither party will be liable for any delays or failures
     in performance of any obligations under this Agreement, due to causes
     beyond its reasonable control, including, but not limited to: acts of God,
     fire, explosion, or other similar catastrophes; any law, order, regulation,
     direction, action or request of any government (or body thereof) having
     jurisdiction over either of the parties; national emergencies,
     insurrections, riots, wars or terrorist attacks; or strikes, lock-outs,
     work stoppages or other labor difficulties.

     8.5  COMPLETE AGREEMENT. This Agreement includes Task Orders executed
     hereunder (which are incorporated herein and made a part hereof) and 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.

     8.6  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.

     8.7  LEGAL AND EQUITABLE REMEDIES. 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.

     8.8  ASSIGNMENT. Neither this Agreement nor any interest herein 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.


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     8.9  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.

     8.10 AMENDMENTS. The terms and conditions of this Agreement may not be
     amended, changed, modified, supplemented or waived without the signature of
     each party. No 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.

AGREED AND ACCEPTED:

UNIVERSAL ACCESS GLOBAL HOLDINGS INC.        SPAGNOLO GROUP, LP

/s/ PATRICK C. SHUTT                         /s/ MARK F. SPAGNOLO
--------------------------------------------------------------------------------
Authorized Signature                         Authorized Signature

Patrick C. Shutt, Chairman and CEO           Mark F. Spagnolo, President
--------------------------------------------------------------------------------
Printed Name                                 Printed Name

May 1, 2002                                  May 1, 2002
--------------------------------------------------------------------------------
Date                                         Date

                                             -----------------------------------
                                             FEIN


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                                    EXHIBIT A

                                   TASK ORDER

Task Order under Independent Contractor Agreement (the "Agreement") with
Universal Access Global Holdings Inc. dated as of May 1, 2002.

DESCRIPTION OF SERVICES:

Consultant will, upon reasonable notice from Company, make the Designee
available during normal business hours for consultation with the Company's
Chairman and Chief Executive Officer. These services shall not be rendered on a
full-time basis and the Consultant shall be free to undertake, and the
Consultant expects to undertake, additional engagements during the Term.
However, the Designee shall dedicate approximately 80% of his working time to
the Company during the first three months of the engagement, and approximately
40% of his working time to the Company during the last six months of the
engagement.

COMPENSATION:

(a)  An initial payment of $12,500; $43,750 per month (payable in arrears) for
the first three months of the engagement; and $21,875 per month (payable in
arrears) for the last six months of the engagement.

(b)  Company will grant the Designee, an employee of Consultant who will be a
Service Provider to the Company (as defined in the Company's 1999 Stock Plan),
subject to approval by its Board of Directors or appropriate committee thereof,
an option to purchase 500,000 shares of Common Stock of the Company. The per
share exercise price for the shares subject to the option will be the fair
market value of a share of Common Stock as of the date of grant. The option will
vest with respect to 375,000 of the shares subject to the option on the date of
grant and as to the remainder of the shares, 1/3rd shall vest on the 16th day of
each month beginning on August 16, 2002. The option will be granted under the
Company's 1999 Stock Plan and will be subject to its provisions and the terms of
the Notice of Stock Option Grant made thereunder. CONSULTANT ACKNOWLEDGES THAT
THE VALUE OF SUCH OPTION IS CONTINGENT UPON THE MARKET FOR THE COMPANY'S COMMON
STOCK AND THAT THE EXERCISE PRICE OF THE OPTION MAY EXCEED THE MARKET VALUE FOR
THE COMPANY'S COMMON STOCK DURING THE TIME IN WHICH THE OPTION IS EXERCISABLE.

AGREED AND ACCEPTED:

UNIVERSAL ACCESS GLOBAL HOLDINGS INC.        SPAGNOLO GROUP, LP

/s/ PATRICK C. SHUTT                         /s/ MARK F. SPAGNOLO
--------------------------------------------------------------------------------
Authorized Signature                         Authorized Signature

Patrick C. Shutt, Chairman and CEO           Mark F. Spagnolo, President
--------------------------------------------------------------------------------
Printed Name                                 Printed Name

May 1, 2002                                  May 1, 2002
--------------------------------------------------------------------------------
Date                                         Date


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                                    EXHIBIT B

                              INTELLECTUAL PROPERTY

A.   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.

B.   COMPANY WORK PRODUCT. Company retains all right, title and interest in and
to all software, programming documentation, technical ideas, concepts, know-how,
inventions, discoveries, improvements, techniques, notes, models, writings,
reports, formulas, specifications, memoranda, computer source code and
documentation and other data and all related intellectual property rights,
created, conceived and developed by Company prior to the commencement of this
Agreement (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 "Company Developed Technology") shall be the sole property
of Company whether developed by Company, Consultant or any other party in
performing the Services or otherwise.

C.   CONSULTANT WORK PRODUCT. Consultant retains all right, title and interest
in and to all software, programming documentation, technical ideas, concepts,
know-how, inventions, discoveries, improvements, techniques, notes, models,
writings, reports, formulas, specifications, memoranda, computer source code and
documentation and other data and all related intellectual property rights,
originated, developed or owned by the Consultant or its employees or
representatives prior to the commencement of this Agreement (the "Consultant
Prior Technology"). All right, title, and interest in and to all derivative
works, enhancements, extensions and modifications of or related to the
Consultant Prior Technology developed in whole or in part by Consultant,
including without limitation all intellectual property rights therein (the
"Consultant Developed Technology") shall be the sole property of Consultant. All
ideas, know-how, techniques or other intellectual property rights originated or
developed by the Consultant, excluding the Company Prior Technology and the
Company Developed Technology, developed by Consultant during the term of the
Agreement for work not performed under this Agreement shall be the sole property
of Consultant. The Consultant will notify the Company of any Consultant Prior
Technology or Consultant Developed Technology which the Consultant uses in the
performance of this Agreement.

D.   INVENTIONS AND DATA RIGHTS

     D.1  Consultant agrees that all notes, models, writings, reports, formulas,
     specifications, memoranda, computer source code and documentation and other
     data prepared and/or produced by Consultant in the performance of this
     Agreement and which are or relate to Company Prior Technology or Company
     Developed Technology or result from work 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


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     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.

     D.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 Consultant's work for or at Company, which
     inventions, innovations or ideas are or relate to Company Prior Technology
     or Company Developed Technology, or result from work by Consultant in the
     performance of this Agreement. 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 such inventions or innovations in any and all countries and
     for vesting title in Company, its successors, assigns, and legal
     representatives or nominees.

     D.3  If Consultant, in the performance of this Agreement, 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 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 Consultant's
     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.


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                                    EXHIBIT C

                  CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

This Confidentiality and Non-Disclosure Agreement (this "Agreement") is
effective as of May 1, 2002 between Spagnolo Group, LP, a Texas limited
partnership, with an address at ______________________________________ and
Universal Access Global Holdings Inc., a Delaware corporation, with an office at
233 S. Wacker, Suite 600, Chicago, Illinois 60606 (collectively, the "Parties").

                                   BACKGROUND

The Parties have agreed to explore a possible transaction and/or relationship
(the "Transaction"). In connection with the Transaction, the Parties have agreed
to exchange Confidential Information (defined below), subject to the following
terms and conditions. A party, including its Affiliates (defined below),
providing any Confidential Information to the other party is referred to herein
as the "Owner," and the party receiving any Confidential Information from the
other party is referred to herein as the "Recipient." A party can be both an
Owner and a Recipient hereunder.

                              TERMS AND CONDITIONS

          NOW THEREFORE, in consideration of the foregoing and the mutual
          promises contained in this Agreement, the Parties, intending to be
          legally bound, hereby agree as follows:

1.   As used herein, "Confidential Information" means any and all information,
     whether furnished orally, in writing or in any tangible or intangible form
     or medium, that is confidential or proprietary to Owner, any
     Representatives (defined below) of Owner, or any third party, that Owner
     may disclose to Recipient in connection with the Transaction, or which,
     although not related to the Transaction, is nevertheless disclosed as a
     result of discussions and/or dealings between the Parties or their
     Affiliates or Representative's and which should reasonably have been
     understood by the Recipient to be proprietary and confidential to the
     Owner, because of legends or other markings, the circumstances of the
     disclosure or the nature of the information itself. For purposes of this
     Agreement, (a) "Affiliates" means any person or entity controlling,
     controlled by, or under common control with the applicable party, and (b)
     "Representatives" means a respective party's directors, officers,
     employees, consultants, and advisors.

2.   The term "Confidential Information" does not include any information that
     (a) at the time of disclosure or thereafter is generally available to the
     public (other than as a result of a wrongful disclosure directly or
     indirectly by the Recipient or its Representatives), (b) was or becomes
     available to the Recipient from a source other than the Owner or its
     Representatives, provided that the Recipient has no reasonable basis for
     concluding that such information was made available in violation of a
     confidentiality agreement with the Owner, (c) is independently developed by
     the Recipient without violating any of its obligations under this Agreement
     and demonstrated by Recipient's contemporaneous business records, (d) is
     generally made available to third parties by the Owner without restriction
     on disclosure, or (e) is disclosed with the prior written consent of the
     Owner.

3.   Recipient will hold the Confidential Information in confidence and protect
     it in accordance with the security measures by which it protects its own
     proprietary and/or


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     Confidential Information that it does not wish to disclose, except that
     Recipient will use at least a reasonable degree of care. Recipient will use
     the Confidential Information received from Owner solely for the purpose of
     the Transaction and such information will be kept confidential by
     Recipient, except that Recipient may disclose Owner's Confidential
     Information, or portions thereof, to its Affiliates or Representatives, or
     to the Representatives of its Affiliates, who need to know such information
     for the purpose of the Transaction and who are bound by obligations of
     non-disclosure at least as restrictive as those imposed by this Agreement.
     Prior to disclosing the Confidential Information or any portion thereof to
     such parties, Recipient will inform those parties of the confidential
     nature of the Confidential Information and their duty to treat such
     Confidential Information in accordance with the applicable non-disclosure
     agreement. Each party will be responsible for the breach of this Agreement
     by any person to whom it has delivered Confidential Information.

4.   If Recipient or any of its Affiliates or Representatives become legally
     compelled by law, regulation, rule, or by deposition, interrogatory,
     request for documents, subpoena, civil investigative demand or similar
     process, or is advised by legal counsel to disclose any of the Confidential
     Information, Recipient will use reasonable efforts to provide Owner with
     prompt notice of such requirement or advice prior to disclosure so that
     Owner may seek a protective order or other appropriate remedy and/or waive
     compliance with the terms of this Agreement. If such protective order or
     other remedy is not obtained, or Owner waives compliance with the
     provisions hereof, the party compelled to make disclosure will furnish only
     that portion of the Confidential Information which it is legally required
     to so furnish and use reasonable efforts to obtain assurance that
     confidential treatment will be accorded such Confidential Information.

5.   Upon written request by Owner, Recipient will return to Owner promptly all
     Confidential Information received from Owner in Recipient's or its
     Affiliates' or Representatives' possession or certify within such period
     that it and its Affiliates and Representatives have destroyed such
     information.

6.   Neither this Agreement nor the disclosure by Owner of the Confidential
     Information or other information to Recipient will result in any obligation
     on the part of either party to enter into any further agreement with the
     other with respect to the subject matter hereof or otherwise, to purchase
     any products or services from the other or to require either party to
     disclose any particular information to the other. Nothing in this Agreement
     will imply any partnership or joint Transaction between the Parties or be
     construed as making either party the agent of the other.

7.   The Parties acknowledge and agree that a breach of any of the provisions of
     this Agreement will result in immediate and irreparable harm for which
     money damages would not be an adequate remedy. In the event of any breach
     or threatened breach of the provisions of this Agreement, the non-breaching
     party may obtain equitable relief without the necessity of posting a bond,
     including injunctions and orders for specific performance, in addition to
     all other remedies available at law or in equity.

8.   Upon ten (10) business days written notice, either party may notify the
     other that it no longer wishes to receive or provide Confidential
     Information. Any information received or provided by either party
     thereafter will not be subject to the protection of this Agreement.


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9.   Notwithstanding anything herein to the contrary, the non-disclosure
     obligations of the Parties set forth in this Agreement will survive the
     expiration or termination of this Agreement.

10.  Neither this Agreement nor any rights hereunder in whole or in part are
     assignable or otherwise transferable by either party without the prior
     written consent of the other party.

11.  The laws of the State of Illinois will govern this Agreement. Any dispute
     arising under the terms hereof will be heard only before courts of
     competent jurisdiction in Chicago, Illinois.

12.  This Agreement constitutes the entire understanding between Recipient and
     Owner as to the Confidential Information provided in connection with the
     Transaction and merges all prior and contemporaneous discussions and
     agreements between them relating thereto.

13.  This Agreement may be executed in one or more counterparts, each of which
     will be deemed an original, and all of which when taken together will
     constitute one and the same instrument.

14.  This Agreement will be binding upon each party and its successors and
     assigns, and will inure to the benefit of, and be enforceable by, each
     party and its successors and assigns.

15.  The provisions of this Agreement will be severable in the event that any of
     the provisions hereof are held by a court of competent jurisdiction to be
     invalid, void or otherwise unenforceable, and the remaining provisions will
     remain enforceable to the fullest extent permitted by law.

                                   SIGNATURES

Each party has caused this Agreement to be executed on its behalf by an
authorized individual as of the date set forth above.

Spagnolo Group, LP                      Universal Access Global Holdings Inc.

Signature: /s/ Mark F. Spagnolo         Signature: /s/ Patrick C. Shutt
           ------------------------                ------------------------
Name: Mark F. Spagnolo                  Name: Patrick C. Shutt

Title: President                        Title: Chairman and CEO


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