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                                                                   Exhibit 10.39

                              EMPLOYMENT AGREEMENT

      THIS EMPLOYMENT AGREEMENT (the "Agreement") is made as of this 28th day of
July 2000, by and between Universal Access, Inc., a Delaware corporation (the
"Company"), and James B. Kearns (the "Employee").

                                    RECITALS:

A. The Company is in the telecommunications business.

B. The Company desires to employ the Employee and Employee desires to be
employed by the Company as its Chief Information Officer subject to the terms,
conditions and covenants hereinafter set forth.

C. As a condition of the Company employing the Employee, and to the Company's
agreement to grant stock options to the Employee pursuant to the Company's stock
option plan, Employee has agreed not to divulge to the public the Company's
confidential information, not to solicit the Company's vendors, customers or
employees and not to compete with the Company, all upon the terms and conditions
hereinafter set forth.

D. NOW, THEREFORE, in consideration of the foregoing and the agreements,
covenants and conditions set forth herein, the Employee and the Company hereby
agree as follows:

                                    ARTICLE I

                                   EMPLOYMENT

1.1 Employment. The Company hereby employs, engages, and hires Employee, and
Employee hereby accepts employment, upon the terms and conditions set forth in
this Agreement. The Employee shall serve as the Chief Information Officer. The
Employee shall have and fully perform the duties and responsibilities required
for such job title and position and to perform such additional services and
discharge such other responsibilities as may be, from time to time, assigned or
delegated by the Company.

1.2 Activities and Duties During Employment. Employee represents and warrants to
the Company that Employee is free to accept employment with the Company and that
Employee has no prior or other commitments or obligations of any kind to anyone
else which would hinder or interfere with the performance of this Agreement.

1.3 Employee accepts the employment described in Article I of this Agreement and
agrees to devote his or her full time and efforts to the faithful and diligent
performance of the services described herein, including the performance of such
other services and responsibilities as the Company may, from time to time,
stipulate. Without limiting the generality of the foregoing, Employee shall
devote not less than five (5) days per week to this employment, and

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shall be present on the Company premises or actively engaged in service to or on
behalf of the Company during normal business hours Monday through Friday,
excluding periods of vacation and sick leave.

                                   ARTICLE II

                                      TERM

2.1 Term. The term of employment under this Agreement shall be one (1) year (the
"Initial Term"), commencing on the date of the Agreement. This Agreement shall
automatically renew for successive one year terms thereafter (each a "Renewal
Term") unless either party delivers notice of termination to the other party not
less than fifteen (15) days prior to the end of the Initial Term or Renewal Term
in question. The Initial Term and any Renewal Terms shall herein be referred to
as the "Employment Term".

2.2 Termination. The Employment Term and employment of Employee may be
terminated as follows:

(a)   By the Company immediately for "Cause." For the purpose of this Agreement,
            "Cause" shall mean (i) conduct amounting to fraud, embezzlement, or
            illegal misconduct in connection with Employee's duties under this
            Agreement; (ii) the conviction of Employee by a court of proper
            jurisdiction of (or his or her written, voluntary and freely given
            confession to) a crime which constitutes a felony (other than a
            traffic violation) or an indictment that results in material injury
            to the Company's property, operation or reputation; (iii) the
            willful failure of Employee to comply with reasonable directions of
            the Company or any of the policies of the Company after (a) written
            notice is delivered to the Employee describing such willful failure
            and (b) Employee has failed to cure or take substantial steps to
            cure such willful failure after a reasonable time period as
            determined by the Company in its reasonable discretion (not to be
            less than 15 days) unless the Employee, after discussion with
            counsel, in good faith believes, that the directions of the Company
            (or its actions or inactions in response to the Employee's written
            notice) are illegal; or (iv) willful misconduct or a material
            default by the Employee in the performance or observance of any
            promise or undertaking of Employee under this Agreement, which
            willful misconduct or default has continued for a period of ten (10)
            business days after written notice thereof from the Company to the
            Employee.

(b)   Automatically, without the action of either party, upon the death of
            Employee ("Death").

(c)   By either party upon the Total Disability of the Employee. The Employee
            shall be considered to have a Total Disability for purposes of this
            Agreement if he or she is unable by reason of accident or illness to
            substantially perform his or her employment duties, and is expected
            to be in such condition for periods totaling six (6) months (whether
            or not consecutive) during any period of twelve (12) months.

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            The determination of whether a Total Disability has occurred shall
            be determined by the Company, in good faith, at its sole discretion.
            Nothing herein shall limit the Employee's right to receive any
            payments to which Employee may be entitled under any disability or
            employee benefit plan of the Company or under any disability or
            insurance policy or plan. During a period of disability prior to
            termination hereunder, Employee shall continue to receive his or her
            full compensation (including base salary and bonus) and benefits,
            subject to offset to the extent of any disability insurance payments
            received by the Employee pursuant to any disability insurance policy
            maintained by or paid for by the Company.

(d)   By the Employee upon ten (10) business days notice to the Company for Good
            Reason, which notice shall state the reason for termination. For the
            purpose of this Agreement, "Good Reason" shall mean any "Change in
            Control" (as hereinafter defined) or any material failure by the
            Company to comply with the provisions of this Employment Agreement,
            including but not limited to, failure to timely pay any part of
            Employee's compensation (including salary or bonus) or provide the
            benefits contemplated herein, and which is not remedied by the
            Company within ten (10) business days after receipt by the Company
            of written notice thereof from Employee; provided, that if such
            default is of a nature that it cannot be reasonably cured within ten
            (10) day period (but is curable), then if the Company shall have
            commenced an attempt to cure such default within such ten (10) day
            period, the period to cure the default shall be extended until the
            earlier of the date which is forty-five (45) days after receipt of
            notice or the Company has failed to diligently continue its efforts
            in a reasonable manner to cure its default.

            For purposes hereof, the term "Change in Control" shall mean the
            occurrence of any of the following:

            (1)   the Company: (a) consummates a merger or consolidation which
                  results in the voting securities of the Company outstanding
                  immediately prior thereto continuing to represent (either by
                  remaining outstanding or by being converted into voting
                  securities of the surviving entity) less than fifty percent
                  (50%) of the total voting power represented by the voting
                  securities of the Company of such surviving entity outstanding
                  immediately after such merger or consolidation; and (b)
                  following such event, the successor entity fails to employ
                  Employee as follows (hereinafter, the "Same Terms"): on
                  substantially identical terms as are required per this
                  Agreement for the remaining Employment Term, and the successor
                  entity further continues to employ Employee in the same city
                  and with job responsibilities of a level substantially
                  equivalent to or greater than those presently in force and
                  effect;

            (2)   a plan of complete liquidation of the Company or an agreement
                  for the sale or disposition by the Company of (in one
                  transaction or a series of transactions) all or substantially
                  all of the Company's assets is

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                  consummated, and following such event the successor entity (if
                  any) fails to employ Employee on the Same Terms; or

            (3)   Company consummates a plan of complete liquidation of the
                  Company or an agreement for the sale or disposition (in one
                  transaction or a series of transactions) by the Company of all
                  or substantially all of the Company's assets, and following
                  such event the successor entity (if any) fails to employ
                  Employee on the Same Terms;

                  provided, however, that a public offering of the stock of the
                  Company irrespective of the amount of voting securities owned
                  by present shareholders after such offering shall not be
                  deemed to constitute a Change of Control; and provided further
                  that if Employee agrees to be employed by a successor entity
                  on the Same Terms and the successor entity fails to do so, a
                  Change in Control shall be deemed to have occurred.

(e)   By the Employee without Good Reason, and therefore in breach of this
            Agreement.

(f)   By the Company other than for Cause, Death or Total Disability, in which
            event Employee's sole remedy and compensation as a result of such
            termination shall be as set forth in Section 2.4(c) below.

2.3 Cessation of Rights and Obligations: Survival of Certain Provisions. On the
date of expiration or earlier termination of the Employment Term for any reason,
all of the respective rights, duties, obligation and covenants of the parties,
as set forth herein, shall, except as specifically provided herein to the
contrary, cease and become of no further force or effect as of the date of said
termination, and shall only survive as expressly provided for herein.

2.4 Cessation of Compensation. In lieu of any severance under any severance plan
that the Company may then have in effect, and subject to (i) the receipt of a
full and unconditional release from Employee and (ii) any amounts owed by the
Employee to the Company under any contract, agreement or loan document entered
into after the date hereof which relates solely to his or her employment with
the Company (including, but not limited to, loans made by the Company to the
Employee), the Company shall pay to the Employee, and the Employee shall be
entitled to receive, the following amounts within thirty (30) days of the date
of a termination of his or her employment:

(a)   Voluntary Termination/Cause/Expiration of Term. Upon (i) Employee
            terminating his or her employment without Good Reason as provided in
            Section 2.2(e), (ii) the expiration of the Employment Term because
            the Employee or the Company elects to not extend the Employment
            Term, or (iii) a termination of the Employment Term for Cause by the
            Company as provided in Section 2.2(a), the Employee shall be
            entitled to receive his or her or her base salary (which shall
            include any of his or her unused vacation pay for the year of such
            termination) and expense reimbursements solely through the date of
            termination.

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(b)   Death or Total Disability. Upon the termination of the Employment Term by
            reason of the Death or Total Disability of the Employee, the
            Employee (or, in the case of Death, his or her estate) shall be
            entitled to receive his or her base salary (which shall include any
            of his or her unused vacation pay for the year of such termination)
            and expense reimbursements solely through the date of termination.

(c)   Involuntary. Upon the termination of the Employment Term:

            (1)   by the Company for any reason other than Cause, Death or Total
                  Disability, or

            (2)   by the Employee for Good Reason,

                  the Employee shall be entitled to receive in a lump sum the
                  balance of his or her base salary for the lesser of the
                  remaining term of the Employment Term (exclusive of any
                  renewals of the then existing term) or a period of 6 months
                  (the "Severance Term"), together with prorated vacation pay
                  and expense reimbursement through the date of termination. In
                  addition, Employee shall be entitled to payment by the Company
                  of the premiums for group health insurance coverage otherwise
                  payable by Employee under the Consolidated Omnibus Budget
                  Reconciliation Act of 1985 ("COBRA") for the Severance Term.
                  It shall be a condition to Employee's right to receive the
                  payments described above that Employee shall be in compliance
                  with all of the Employee's obligations which survive
                  termination hereof, including without limitation those arising
                  under Articles IV and V hereof. The payments described above
                  are intended to be in lieu of all other payments to which
                  Employee might otherwise be entitled in respect of termination
                  of Employee's employment without Cause unless otherwise
                  required by law or under other agreements between the parties.
                  Notwithstanding anything to the contrary contained herein, to
                  the extent Employee receives any direct or indirect
                  compensation, consulting fees or health insurance from any
                  Third Parties (as hereinafter defined) during the Severance
                  Term or with respect to services performed during the
                  Severance Term such compensation shall be credited dollar for
                  dollar against the Severance Term payment obligations of
                  Company under this Section 2.4(c).

2.5   Business Expenses.

(a)   Reimbursement. The Company shall reimburse the Employee for all
            reasonable, ordinary, and necessary business expenses incurred by
            him or her in connection with the performance of his or her duties
            hereunder, including, but not limited to, ordinary and necessary
            travel expenses and entertainment expenses. The reimbursement of
            business expenses will be governed by the policies of the Company
            from time-to-time and the terms otherwise set forth herein.

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(b)   Accounting. The Employee shall provide the Company with an accounting of
            his or her expenses, which accounting shall clearly reflect which
            expenses were incurred for proper business purposes in accordance
            with the policies adopted by the Company and as such are
            reimbursable by the Company. The Employee shall provide the Company
            with such other supporting documentation and other substantiation of
            reimbursable expenses as will conform to Internal Revenue Service or
            other requirements. All such reimbursements shall be payable by the
            Company to the Employee within a reasonable time after receipt by
            the Company of appropriate documentation therefor.

2.6 Sole Compensation. Employee shall not be entitled to any other compensation
from the Company than as set forth in Article II hereof as a result of
termination of Employee's employment.

                                   ARTICLE III

                            COMPENSATION AND BENEFITS

3.1 Compensation. During the Employment Term of this Agreement, the Company
shall pay Employee such salary and bonus as set forth on EXHIBIT A.

3.2 Payment. All compensation shall be payable in intervals in accordance with
the general payroll payment practice of the Company. The compensation shall be
subject to such withholdings and deductions by the Company as are required by
law. On termination of the Employment Term, the Company shall be entitled to set
off against any monies owing by the Company to Employee the amount of any monies
owing from Employee to the Company.

3.3 Other Benefits. Employee shall be entitled to participate in any retirement,
pension, profit-sharing, stock option, health plan, insurance, disability
income, incentive compensation and welfare or any other benefit plan or plans of
the Company which may now or hereafter be in effect and for which the Employee
is eligible. Notwithstanding the forgoing, the Company shall be under no
obligation to institute or continue the existence of any such benefit plan.

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                                   ARTICLE IV

           CONFIDENTIALITY, NON-SOLICITATION AND NON-COMPETE AGREEMENT

4.1 Non-Disclosure of Confidential Information. Employee hereby acknowledges and
agrees that the duties and services to be performed by Employee under this
Agreement are special and unique and that as of a result of the employment
hereunder, Employee will acquire, develop and use information of a special and
unique nature and value that is not generally known to the public or to the
Company's industry, including but not limited to, certain records, phone
locations, documentation, software programs, price lists, contract prices for
purchase and sale of telephone access and telephone services, customer lists,
prospect lists, pricing on business proposals to new and existing customers,
network configuration, supplier pricing, equipment configurations, business
plans, ledgers and general information, employee records, mailing lists,
accounts receivable and payable ledgers, financial and other records of the
Company or its Affiliates, and other similar matters (all such information being
hereinafter referred to as "Confidential Information"). Employee further
acknowledges and agrees that the Confidential Information is of great value to
the Company and its Affiliates and that the restrictions and agreements
contained in this Agreement are reasonably necessary to protect the Confidential
Information and the goodwill of the Company. Accordingly, Employee hereby agrees
that:

(a)   Employee will not, while employed by the Company or at any time
            thereafter, directly or indirectly, except in connection with
            Employee's performance of the duties under this Agreement, or as
            otherwise authorized in writing by the Company for the benefit of
            the Company, divulge to any person, firm, corporation, limited
            liability company, or organization, other than the Company
            (hereinafter referred to as "Third Parties"), or use or cause or
            authorize any Third Parties to use, the Confidential Information,
            except as required by law; and

(b)   Upon the termination of Employee's employment for any reason whatsoever,
            Employee shall deliver or cause to be delivered to the Company any
            and all Confidential Information or documents containing
            Confidential Information, including notes, drawings, notebooks,
            notes, records, keys, data and other documents and materials
            belonging to the Company or its affiliates which is in his or her
            possession or under his or her control relating to the Company or
            its affiliates, regardless of the medium upon which it is stored,
            and will deliver to the Company upon such termination of employment
            any other property of the Company or its Affiliates which is in his
            or her possession or control.

4.2 Non-Solicitation Covenant. Employee hereby covenants and agrees that while
employed by the Company and for a period of one (1) year following the
termination of Employee's employment with the Company for any reason, Employee
shall not (i) directly or indirectly, contact, solicit, interfere with, or
endeavor to entice away from the Company or its Affiliates any person, firm,
corporation, limited liability company or other entity that was a customer of
the Company at any time while Employee was an employee of the Company or its
Affiliates or who is a "prospective customer" of the Company, or (ii) induce,
attempt to induce or hire any employee (or any person who was an employee during
the year preceding the date of any

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solicitation) of the Company or its Affiliates to leave the employ of the
Company or its Affiliates, or in any way interfere with the relationship between
any such employee and the Company or its Affiliates. For purposes hereof,
"prospective customer" shall mean any person or entity which has been solicited
for business by Employee or any officer or other employee of the Company during
the one year period preceding the date of termination of Employee's employment
with the Company, or if Employee is still employed by the Company within the one
year period preceding the event in question.

4.3 Non-Competition Covenant. Employee acknowledges that the covenants set forth
in this Section 4.3 are reasonable in scope and essential to the preservation of
the Business of the Company (as defined herein). Employee also acknowledges that
the enforcement of the covenant set forth in this Section 4.3 will not preclude
Employee from being gainfully employed in such manner and to the extent as to
provide a standard of living for himself or herself, the members of his or her
family and the others dependent upon Employee of at least the level to which
Employee and they have become accustomed and may expect. In addition, Employee
acknowledges that the Company has obtained an advantage over its competitors as
a result of its name, location and reputation that is characterized by near
permanent relationships with vendors, customers, principals and other contacts
which it has developed at great expense. Furthermore, Employee acknowledges that
competition by him or her following the termination or expiration of his or her
employment would impair the operation of the Company beyond that which would
arise from the competition of an unrelated third party with similar skills.
Employee hereby agrees that he or she shall not, during his or her employment
and for a period of one (1) year after the end of his or her employment,
directly or indirectly, engage in or become directly or indirectly interested in
any proprietorship, partnership, firm, trust, company, limited liability company
or other entity, other than the Company (whether as owner, partner, trustee,
beneficiary, stockholder, member, officer, director, employee, independent
contractor, agent, servant, consultant, lessor, lessee or otherwise) that
competes with the Company in the Business of the Company in the Restricted
Territory (as defined herein), other than owning an interest in a company listed
on a recognized stock exchange in an amount which does not exceed five percent
(5%) of the outstanding stock of such corporation. For purposes of this
Agreement, (i) the term "Business of the Company" shall include all business
activities and ventures related to providing telecommunications services or
products in which the Company is engaged, plans to engage in the next twelve
(12) months following termination of Employee's employment or has engaged in
during the prior twelve (12) months, as determined at any time during the
employment of the Employee; and (ii) the term "Restricted Territory" means the
geographical area consisting of a seventy mile radius surrounding each city (and
including such city) in which the Company maintains either an office or a
telecommunications facility.

<PAGE>

4.4   Remedies.

(a)   Injunctive Relief. Employee expressly acknowledges and agrees that the
            Business of the Company is highly competitive and that a violation
            of any of the provisions of Sections 4.1, 4.2 or 4.3 would cause
            immediate and irreparable harm, loss and damage to the Company not
            adequately compensable by a monetary award. Employee further
            acknowledges and agrees that the time periods and territorial areas
            provided for herein are the minimum necessary to adequately protect
            the Business of the Company, the enjoyment of the Confidential
            Information and the goodwill of the Company. Without limiting any of
            the other remedies available to the Company at law or in equity, or
            the Company's right or ability to collect money damages, Employee
            agrees that any actual or threatened violation of any of the
            provisions of Sections 4.1, 4.2 or 4.3 may be immediately restrained
            or enjoined by any court of competent jurisdiction, and that a
            temporary restraining order or emergency, preliminary or final
            injunction may be issued in any court of competent jurisdiction,
            without notice and without bond.

(b)   Enforcement. It is the desire of the parties that the provisions of
            Sections 4.1, 4.2 or 4.3 be enforced to the fullest extent
            permissible under the laws and public policies in each jurisdiction
            in which enforcement might be sought. Accordingly, if any particular
            portion of Sections 4.1, 4.2 or 4.3 shall ever be adjudicated as
            invalid or unenforceable, or if the application thereof to any party
            or circumstance shall be adjudicated to be prohibited by or
            invalidated by such laws or public policies, such section or
            sections shall be (i) deemed amended to delete therefrom such
            portions so adjudicated or (ii) modified as determined appropriate
            by such a court, such deletions or modifications to apply only with
            respect to the operation of such section or sections in the
            particular jurisdictions so adjudicating on the parties and under
            the circumstances as to which so adjudicated.

(c)   Legal Fees. The Employee shall reimburse the Company for all reasonable
            costs and expenses, including, but not limited to, attorney's fees,
            incurred by the Company in connection with the enforcement of the
            provisions set forth in this Agreement.

4.5 Company. All references to the Company in this Article IV shall include
"Affiliates" of the Company, as that term is construed under Rule 405 of the
Securities Act of 1933, as amended.

4.6 Consideration. The undertakings of Employee pursuant to Sections 4.2 and 4.3
hereof are given to the Company in consideration for the payments, if any, to be
made pursuant to Section 2.4 hereof and the grant of the stock options
referenced in Exhibit A.

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                                    ARTICLE V

                       ASSIGNMENT OF INTELLECTUAL PROPERTY

5.1 If Employee, during the course of his or her employment with the Company,
creates or discovers any patentable or potentially patentable invention or
design, within the meaning of Title 35 of the United States Code, any utility or
design patent that may be derived from any such invention or design created or
discovered by Employee during the course of his or her employment with the
Company shall be assigned to the Company. Employee agrees to fully cooperate
with the Company in obtaining any such patents, and Employee further agrees to
execute any and all documents the Company may deem necessary to obtain such
patent or to document such assignment to the Company. Employee hereby designates
the Company as his/her attorney-in-fact to execute any such documents relating
to any such patent or assignment thereof to the Company;

5.2 Employee agrees that any original work of authorship fixed in a tangible
medium of expression, including but not limited to literary works; computer
programs, software or other associated intangible property; network
configuration; musical works, including any accompanying words; dramatic works,
including any accompanying music; pantomimes and choreographic works; pictorial,
graphic and sculptural works; motion pictures and other audiovisual works; sound
recordings; and architectural works, within the meaning of Title 17 of the
United States Code, created during the course of his or her employment with the
Company shall be a "work for hire" within the meaning of Section 201(b) of the
Copyright Act, 17 U.S.C. Section 201(b), and that all ownership rights comprised
in the copyright shall vest exclusively in the Company. Employee agrees to fully
cooperate with the Company in obtaining registration of any such copyright,
except that the Company will be responsible for any and all fees and costs
associated with obtaining any such copyright registration;

5.3 If Employee, during the course of his/her employment with 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" as defined in his/her Employment Agreement or
within the meaning of the Illinois Trade Secret Act (irrespective of where
Employee is employed), such information, formulae, product, device, system,
technique, drawing, program or process shall be assigned to the Company.
Employee 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. Employee appoints the Company as his/her 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;

<PAGE>

                                   ARTICLE VI

                                  MISCELLANEOUS

6.1 Notices. All notices or other communications required or permitted hereunder
shall be in writing and shall be deemed given, delivered and received (a) when
delivered, if delivered personally, (b) four days after mailing, when sent by
registered or certified mail, return receipt requested and postage prepaid, (c)
one business day after delivery to a private courier service, when delivered to
a private courier service providing documented overnight service, and (d) on the
date of delivery if delivered by telecopy, receipt confirmed, provided that a
confirmation copy is sent on the next business day by first class mail, postage
prepaid, in each case addressed as follows:

      To Employee at his or her home address as set forth on the books and
      records of the Company.

      To Company at:    Universal Access, Inc.
                        100 North Riverside Drive - Suite 2200
                        Chicago, Illinois 60606
                        Attn.: General Counsel
                        Ph: 312-660-5000
                        Fax: 312-660-5050

Any party may change its address for purposes of this paragraph by giving the
other party written notice of the new address in the manner set forth above.

6.2 Entire Agreement; Amendments, Etc. This Agreement contains the entire
agreement and understanding of the parties hereto, and supersedes all prior
agreements and understandings relating to the subject matter hereof. Except as
provided in Section 4.4(b), no modification, amendment, waiver or alteration of
this Agreement or any provision or term hereof shall in any event be effective
unless the same shall be in writing, executed by both parties hereto, and any
waiver so given shall be effective only in the specific instance and for the
specific purpose for which given.

6.3 Benefit. This Agreement shall be binding upon, and inure to the benefit of,
and shall be enforceable by, the heirs, successors, legal representatives and
permitted assignees of Employee and the successors, assignees and transferees of
the Company. This Agreement or any right or interest hereunder may not be
assigned by Employee without the prior written consent of the Company. No
implication shall be drawn in favor or against either party based upon the role
of such party's counsel in the drafting of this Agreement.

6.4 No Waiver. No failure or delay on the part of any party hereto in exercising
any right, power or remedy hereunder or pursuant hereto shall operate as a
waiver thereof; nor shall any single or partial exercise of any such right,
power or remedy preclude any other or further

<PAGE>

exercise thereof or the exercise of any other right, power or remedy hereunder
or pursuant thereto.

6.5 Severability. Wherever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law
but, if any provision of this Agreement shall be prohibited by or invalid under
applicable law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Agreement. If any part of any covenant or
other provision in this Agreement is determined by a court of law to be overly
broad thereby making the covenant unenforceable, the parties hereto agree, and
it is their desire, that the court shall substitute a judicially enforceable
limitation in its place, and that as so modified the covenant shall be binding
upon the parties as if originally set forth herein.

6.6 Compliance and Headings. Time is of the essence of this Agreement. The
headings in this Agreement are intended to be for convenience and reference
only, and shall not define or limit the scope, extent or intent or otherwise
affect the meaning of any portion hereof.

6.7 Governing Law. The parties agree that this Agreement shall be governed by,
interpreted and construed in accordance with the laws of the State of Illinois,
and the parties agree that any suit, action or proceeding with respect to this
Agreement shall be brought in the courts of Cook County in the State of Illinois
or in the U.S. District Court for the Northern District of Illinois. The parties
hereto hereby accept the exclusive jurisdiction of those courts for the purpose
of any such suit, action or proceeding. Venue for any such action, in addition
to any other venue permitted by statute, will be Cook County, Illinois. The
parties hereby waive their right to trial by jury on any such action.

6.8 Counterparts. This Agreement may be executed in one or more counterparts,
whether by original, photocopy or facsimile, each of which will be deemed an
original and all of which together will constitute one and the same instrument.

6.9 Recitals. The Recitals set forth above are hereby incorporated in and made a
part of this Agreement by this reference.

6.10 Arbitration. Except as expressly contemplated by Article IV, any dispute
arising between the parties pursuant to this Agreement shall be submitted to
binding arbitration. Any arbitration proceeding involving any provision hereof
will be conducted in Chicago, Illinois. Except as otherwise provided in this
Agreement, all arbitration proceedings will be conducted in accordance with the
then current National Rules for the Resolution of Employment Disputes of the
American Arbitration Association ("AAA"). One arbitrator shall conduct the
proceedings, and shall be elected in accordance with the procedures of the AAA.
The arbitrator shall allow such discovery as the arbitrator determines
appropriate under the circumstances. The arbitrator shall determine which party,
if either, prevailed and shall award the prevailing party its costs. Each party
shall bear his, her or its respective legal fees. The award and decision of the
arbitrator shall be conclusive and binding on all parties to this Agreement and
judgment on the award may be entered in any court of competent jurisdiction. The
parties acknowledge and agree that any arbitration award may be enforced against
either or both of them in a court of competent

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jurisdiction and each waives any right to contest the validity or enforceability
of such award. The parties further agree to be bound by the provisions of any
statute of limitations which would be applicable in a court of law to the
controversy or claim which is the subject of any arbitration proceeding
initiated under this Agreement. The parties further agree that they are entitled
in any arbitration proceeding to the entry of an order, by a court of competent
jurisdiction pursuant to an opinion of the arbitrator, for specific performance
of any of the requirements of this Agreement. The parties further agree that the
arbitrator shall provide a statement of reasons explaining the basis of the
decision rendered.

6.11 Survival. Notwithstanding anything to the contrary contained herein, the
terms of Articles III, IV, V and VI hereof shall survive any termination of this
Agreement and remain in full force and effect thereafter.

      IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be executed and delivered as of the day and year first above written.

                                      UNIVERSAL ACCESS, INC.


                                      By: /s/ PATRICK C. SHUTT

                                      Its: President and Chief Executive Officer

                                      Employee:


                                      /s/ JAMES B. KEARNS

                                      Name: James B. Kearns

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               EXHIBIT A - ECONOMIC TERMS OF EMPLOYMENT AGREEMENT
                             Universal Access, Inc./

A.    Compensation.

      1.    During the Employment Term, the Company shall pay Employee such
            salary and benefits as shall be agreed upon each year between
            Employee and the Company. For the Initial Term, the Company shall
            pay Employee a base salary of $185,000 per year. Thereafter, the
            Company shall review the Employee's base salary annually.

      2.    Bonus. The Company may, at the Company's sole discretion, in
            addition to Employee's base salary, pay Employee a semi-annual bonus
            based on the Company's bonus plan. Upon notification to the
            Employee, the Company may pay such bonuses on an annual basis.

      3.    Other Benefits. Employee shall be entitled to participate in any
            retirement, pension, profit-sharing, stock option, health plan,
            insurance, disability income, incentive compensation, vacation and
            welfare or any other benefit plan or plans of the Company which may
            now or hereafter be in effect and for which he or she is eligible.

      4.    Vacation. Employee shall be entitled to up to three (3) weeks of
            paid vacation in each calendar year during the Employment Term,
            provided, however, that the Employee's 2000 calendar year vacation
            shall be prorated for the portion of the calendar year remaining
            after the date hereof; Employee shall be entitled to carry forward
            from one calendar year during the Employment Term to the next
            calendar year up to one additional week's vacation, to the extent it
            was accrued and not taken in the previous year (i.e. not more than 4
            week's total vacation can be taken in any year).