## **Exhibit 10.7.1**

 

## **FIRSTAMENDMENT TO INDEPENDENT CONTRACTOR AGREEMENT**

 

This****First****Amendment to Independent ContractorAgreement (“Amendment”) is made by and between **Universal Access, Inc.**(“Company”) and **Anthony Coelho**(“Consultant”).  The provisions below willbe effective on July 1, 2004 (“First Amendment Effective Date”).  If required, this Amendment will not beeffective until the Company’s board of directors approves it.

 

### **BACKGROUND**

 

1.                                       Consultantand Company entered into an Independent Contractor Agreement datedNovember 1, 2003 (the “Agreement”), with respect to certain services to beprovided by Consultant to Company.

 

2.                                       Consultant andCompany wish to amend the Agreement to reflect certain changes.

 

### **THEAGREEMENT**

 

The parties agree as follows:

 

1.                                       Definitions.  All capitalized terms not defined in thisAmendment have the same meanings given to those terms in the Agreement.

 

2.                                       Commencingon the First Amendment Effective Date, Section II to Exhibit A of theAgreement is deleted in its entirety and replaced with the following:

 

A.                                   CompensationSchedule For Monthly Recurring Charges. With respect to each new Service for which Company receives a fixedMonthly Recurring Charge (as defined below), such as the sale of a private linecircuit, Company will pay Consultant a fee equal to 5% of the Monthly RecurringCharge it actually receives from the customer introduced by Consultant.  The payment will continue only during theinitial term of the order.  All paymentsdue under this Section will be made in accordance with Section C.

 

“Monthly RecurringCharges” means the net monthly recurring charges actually paid to Company.   Monthly Recurring Charges are calculatedafter the application of all discounts, credits (including any billing adjustments),waivers and promotions. Monthly Recurring Charges exclude all other charges;any revenue associated with any fraudulent use of the services by any customerintroduced by Consultant; and any accounts terminated by Consultant.

 

B.                                     CompensationSchedule For Non-Recurring Charges. With respect to each new Service for which Company does not receive afixed Monthly Recurring Charge, such as the provision of consulting services,Company will pay Consultant a fee.  Thisfee will be in an amount equal to 5% of the Service Fees (as defined below)earned during the initial term of the engagement. All payments due under thisSection from Consultant will be made in accordance with Section C.

 

“Service Fees” means thenet amount paid to Consultant, less any taxes or tax related or tax likesurcharges.

 

C.                                     Compensationunder this Exhibit A will be paid 45 days after the end of the month in whichCompany receives the payment. For example, if Company receives MonthlyRecurring

 

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Charges associated with acircuit sale in July, Consultant will be paid 45 days from the end ofJuly (i.e., mid-September).  Forexample, if Company receives a one time payment of Service Fees inJuly for a license of data, Consultant will be paid 45 days from the endof July (i.e., mid-September). Consultant will have no liability to Consultant other than theobligation to pay the compensation described in this Section.

 

D.                                    Consultantdoes not have the authority to bind Company, by contract or otherwise, or makerepresentations as to the policies and procedures of Company.  Company, in its sole discretion and withoutprior notice, may elect not to enter into or to terminate an account of acustomer introduced by Consultant for any reason, including but not limited to,that customer’s credit, bankruptcy or insolvency, inactivity, or breaches ofcontract terms and conditions. No additional compensation fees will be dueConsultant on terminated accounts.

 

3.                                       EntireAgreement.   Except as expresslymodified by this Amendment, the Agreement is and will remain in full force andeffect in accordance with its terms and constitutes the legal and bindingobligations of Consultant and Company. This Amendment, including the Agreement, is the complete agreement ofthe parties and supersedes any prior agreements or representations, whetheroral or written, with respect to the subject matter of this Amendment.

 

4.                                       Successorsand Assigns.  This Amendment isbinding upon and inures to the benefit of the successors and permitted assignsof the parties.

 

5.                                       Section References.  Section titles used in this Amendmenthave no substantive meaning and are not a part of the parties’ agreement.

 

Company and Consultant have executed this Amendment by their authorizedrepresentatives on the dates set forth below, effective on the First AmendmentEffective Date.

 
| **ANTHONY COELHO** |   | **UNIVERSAL ACCESS, INC.** |   |
|--------------------|--------|----------------------------|--------|
|               |   |                       |   |
|               |   |                       |   |
| By:                |   |                       | By:    |   |   |
|               |   |                       |   |
| Name:              |   |                       | Name:  |   |   |
|               |   |                       |   |
| Title:             |   |                       | Title: |   |   |
|                    |        |                            |        |  |  |  |  |  |  |

 

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