Exhibit 10.19


 


CITYNET TELECOMMUNICATIONS, INC.

8405 Colesville Road

Silver Spring, Maryland  20910


 


	
   

  	
  October 28, 2003

  
	
   

  	
   

  
	
  Universal Access Global Holdings Inc.

  Sears Tower

  233 South Wacker Drive

  Chicago, Illinois  60606

  	
   

  



 


Ladies and Gentlemen:


 


Reference is made to the Maintenance Agreement, dated as of July 23,
2003 (as amended, supplemented or otherwise modified from time to time, the
“Maintenance Agreement”), between Universal Access, Inc. (“UAI”) and CityNet
Telecommunications, Inc. (“CityNet”). 
This letter shall evidence the agreement of Universal Access Global
Holdings Inc. (“UAGH”), UAI (together with UAGH, “UAXS”) and CityNet to
terminate the Maintenance Agreement and allocate the financial responsibility
of certain other items upon the terms and subject to the conditions set forth
herein.


 


1.                           Termination of
Maintenance Agreement.  The
Maintenance Agreement shall be terminated (automatically and without further
notice to or consent of either party thereto) at 11:59 P.M. (Chicago time) on
November 30, 2003 or such earlier date as UAI shall specify in writing to
CityNet (the “Service Termination Time”). 
From the date hereof through and including the Service Termination Time,
CityNet shall continue to deliver to UAI all monitoring services contemplated
by the Maintenance Agreement in accordance with the terms thereof.  From and after the Service Termination Time,
CityNet shall have no further obligation to UAXS under the Maintenance
Agreement.


 


UAXS hereby acknowledges and
agrees that, from and after the effectiveness of this letter agreement through
the Service Termination Time, CityNet’s only liability under the Maintenance
Agreement shall be to provide monitoring services.  In furtherance of the foregoing (and not in limitation thereof),
it is expressly acknowledged and agreed that UAXS shall be solely obligated to
perform all jet washing maintenance required from and after July 24, 2003 with
respect to the fiber rings purchased by it from CityNet; provided that CityNet shall
remain solely liable for any penalties incurred by UAXS because of the breach
by CityNet of any of its jet washing obligations owing prior to the date
hereof.


 


2.                           Termination Fee.  In consideration of the agreement of CityNet
to provide service through the Service Termination Time and to terminate the
Maintenance Agreements at the Service Termination Time, UAXS shall pay to
CityNet a termination fee in the amount equal to $90,000 (the “Termination
Fee”).  The Termination Fee shall be
paid by wire transfer of immediately available funds in accordance with the
wire transfer instructions provided on


 

















 


Schedule C hereto and shall
be made within one business day following the date this letter agreement has
been executed by both parties.


 


The payment of the
Termination Fee shall constitute the full and final settlement and satisfaction
of all amounts owing from CityNet to UAXS and all amounts owing from UAXS to
CityNet (in each such case) as of the date hereof, other than (x) any amounts
owing hereunder or otherwise described herein and (y) amounts owing pursuant
to, or contemplated by, the Stock Purchase Agreement, dated as of July 23,
2003, between CityNet Telecommunications, Inc. and Universal Access Global
Holdings, Inc., as the same has been or may be amended, supplemented or otherwise
modified from time to time.  For
purposes of clarification, it is understood and agreed that the payment of the
Termination Fee shall constitute full and final settlement and satisfaction of
all claims by CityNet and UAXS for payment and/or reimbursement due on account
of services rendered through the date hereof by employees of CityNet or UAXS
(as the case may be) to the other, whether pursuant to the letter agreement,
dated as of July 23, 2003, or otherwise.


 


3.                           MCI Obligation.  Certain of the services provided by CityNet
to UAXS under the Maintenance Agreement were outsourced by CityNet to WORKNET
INC (“WORKNET”) and provided by WORKNET pursuant to an agreement with CityNet
(the “WORKNET Agreement”).  In reliance
upon UAXS’ agreements herein, CityNet has entered into a letter agreement with
WORKNET (the “WORKNET Termination Agreement”; a copy of which is attached
hereto as Exhibit A), providing for the termination of the WORKNET Agreement
upon the terms and subject to the conditions set forth therein and, among other
things, providing for CityNet to incur the MCI Obligation (as defined in the
WORKNET Termination Agreement).


 


UAXS hereby agrees to assume
the obligations of CityNet on account of the MCI Obligation (as defined in the
WORKNET Termination Agreement).  UAXS
hereby further agrees to indemnify CityNet against, and to hold harmless
CityNet from, any and all obligations, liabilities and expenses incurred by
CityNet on account of the MCI Obligation or otherwise as a result of the breach
or default by UAXS of its obligations under this Section 3.


 


4.                           Purchase of
Equipment:  UAXS
hereby agrees to pay to CityNet the amount equal to $50,000 as payment in full
for the purchase by UAXS of the equipment listed on Schedule A hereto
(including, regardless of whether listed on Schedule A, all equipment acquired
by CityNet from WORKNET pursuant to the WORKNET Termination Agreement) (the
“Monitoring Equipment”).  Such payment
shall be made without setoff or counterclaim in immediately available funds on
or prior to the Service Termination Time. 
At the Service Termination Time, title to the Monitoring Equipment shall
pass to UAXS without further act on the part of any party and free from liens
and other encumbrances.  CityNet shall
use its best efforts to obtain from WORKNET or shall itself provide (in either
such case, at the sole cost and expense of UAXS) such evidence as UAXS may from
time to time reasonably request to evidence UAXS’ title to the Monitoring
Equipment.


 

















 


Promptly following the
Service Termination Time, UAXS shall (at its sole cost and expense) remove from
the WORKNET Data Center in Naperville, Illinois all Monitoring Equipment that
is identified on Schedule A as being located at such location (the “NOC
Equipment”).  Neither CityNet nor
WORKNET makes any representation or warranty concerning the condition or
usability of the Monitoring Equipment, except that WORKNET has represented and
warranted that the NOC Equipment has been in proper working order for the
period of 30 days ending on October 10, 2003.


 


Schedule B identifies the
software used by WORKNET in connection with the Monitoring Equipment that has
been licensed by WORKNET under a licensing agreement that does not permit the
assignment by WORKNET of the relevant license without consent of the
licensor.  Unless CityNet has received
written evidence (which evidence CityNet shall promptly forward to WORKNET)
that the licensor of such software has approved its transfer to UAXS (through
CityNet), WORKNET shall have the right to remove such software from the
relevant Monitoring Equipment prior to its delivery to UAXS.  CityNet shall cooperate with UAXS
(including, without limitation, by seeking assistance from WORKNET to the
extent contemplated by the WORKNET Termination Agreement) in obtaining consent
to the transfer of such licenses, provided that such cooperation shall not
require out-of-pocket expenditures by CityNet or WORKNET or otherwise become
unduly burdensome to CityNet or WORKNET. 
Any sales or transfer taxes due on account of the transfer of the
Monitoring Equipment shall be the obligation of UAXS and shall be paid to
CityNet (or its designee) within seven business days following receipt by
WORKNET of a reasonably detailed invoice for such taxes.


 


5.                           Other
Obligations.  UAXS
hereby acknowledges and agrees that:


 


(a)                      Assumption.  UAXS shall be liable for the following costs
and expenses from and after July 24, 2003 (or, in the cases of clauses (v)
through (ix) below, from and after the date hereof):


 


(i)                         telephone
services being provided to UAXS’ office in Silver Spring, Maryland by Verizon
(PRI line, analog lines and data circuit under three accounts) at a base cost
of approximately $2,500 per month (plus any applicable usage and similar
charges); provided that UAXS will only
be liable for seventy five percent of the charges identified in this clause (i)
for the period from July 24, 2003 through December 31, 2003;


 


(ii)                      internet
connectivity being provided to UAXS’ office in Silver Spring, Maryland by Qwest
at a cost of $3,986 per month and for a term expiring on July 2004; provided
that UAXS’ liability on account of this clause will only be for seventy five
percent of the charges identified in this clause (ii), and UAXS’ liability
shall only cover periods from July 24, 2003 through December 31, 2003;


 


(iii)                   long distance telephone
service being provided to UAXS’ office in Silver Spring, Maryland by Qwest; provided that UAXS will only be liable for
seventy


 

















 


five percent of the charges
identified in this clause (iii) for the period from July 24, 2003 through
December 31, 2003;


 


(iv)                  the lease of one photocopier
from IOS Capital at a cost of $571.20 per month (plus any usage charges) and
for a term expiring on April 2004; and


 


(v)                     facilities locating services
being provided by Northern Lights for the network in Indianapolis, Indiana at a
cost of $1,500 per month;


 


(vi)                  facilities locating services
being provided by John Cooke for the network in Albuquerque, New Mexico at a
cost of $275.00 per day;


 


(vii)               excavation notification
services being provided by New Mexico One Call for the network in Albuquerque,
New Mexico of $51.00 per quarter;


 


(viii)            excavation notification
services being provided by IUPPS for the network in Indianapolis, Indiana of
$50.00 per quarter;


 


(ix)                    warehousing of disaster
recovery system and materials in Indianapolis, Indiana with JD Harris in the
amount of $2,400.00 per month.


 


For amounts owing on the
obligations described above from and after October 16, 2003, UAXS shall pay
CityNet within five business days following receipt from CityNet of a
reasonably detailed invoice therefore. 
UAXS shall cooperate in good faith with CityNet to cause the
counterparty to the relevant agreements to acknowledge such assumption and to
release CityNet from its relevant obligations thereunder, provided that such
acknowledgement shall not cause UAXS to be liable for any amount greater than
that which would have been due as reimbursement to CityNet in the absence of
such acknowledgement and that obtaining such acknowledgement shall not be unreasonably
burdensome to UAXS.


 


(b)                     Reimbursement.  UAXS hereby agrees to pay to CityNet the
amount of  $15.453.88 on account of the
obligations described in clause (a) above for the period from July 24, 2003
through October 15, 2003 (as more specifically detailed on Schedule C
hereto).   Such payment is in full and
final settlement and satisfaction of all claims by CityNet for such items
during such period, subject to the last sentence of this clause (b).  Such amount shall be paid to CityNet within
five business days following the date this letter agreement is executed by both
parties.  Nothing contained herein shall
be deemed to release UAXS from liability for any amounts owing on account of
obligations described in clause (a) above for which CityNet receives invoices
after October 15, 2003 (regardless of whether the obligation accrued prior to
such date).


 


(c)                      Office Lease.  UAXS hereby acknowledges and agrees that it
is obligated to assume the obligations of CityNet on account of CityNet’s lease
of office space at 8405 Colesville Road in Silver Spring, Maryland (the “Office
Space”) and to make available to CityNet up to 50% of the Office Space free of
charge through July 23,


 

















 


2004.  Notwithstanding the foregoing, CityNet will
vacate the Office Space upon not less than 30 days prior written notice in the
event that UAXS subleases the Office Space or terminates the lease with respect
to the Office Space and, as a result thereof, will no longer be able to provide
such space to CityNet; provided, however, that
UAXS will continue to make available to CityNet at least two private offices in
the Office Space free of charge through July 23, 2004 in the event that UAXS
continues to occupy any material portion of the Office Space following such
sublease or termination.


 


UAXS hereby further agrees to take such action as
CityNet may from time to time reasonably request in order to cause CityNet to
be released from its obligations under that lease; provided that UAXS shall not be required to
pay any amounts (other than payment of amounts due under such lease) to
encourage the landlord to effect such release. 
In the alternative, CityNet may request that UAXS enter into a sublease
agreement with CityNet that mirrors the terms in all material respects of
CityNet’s primary lease.  Until such
time (if any) as CityNet has been so released, UAXS shall be obligated to
reimburse CityNet for all amounts paid by CityNet pursuant to such lease, with
such reimbursement to be made in
arrears within 10 business days following receipt from CityNet of a
reasonably detailed invoice for such amounts.


 


6.                           Miscellaneous.


 


(a)                      Governing Law. 
This letter agreement shall be governed by, and construed and
interpreted in accordance with, the laws of the State of Illinois, excluding
its choice of law principles.


 


(b)                     No Assignments.  This letter agreement shall be binding upon
and inure to the benefit of the parties hereto and their successors and
assigns; provided,
however, that,
except to the extent explicitly provided for herein, neither party shall assign
its rights or delegate its duties hereunder without the prior written consent
of the other party.


 


(c)                      Notices.  Any notice, request, demand or other
communication required or permitted under this letter agreement shall be given
in writing and shall be deemed to have been duly given (i) upon receipt, if
delivered in person, (ii) upon confirmation of receipt, if delivered by
telecopier, (iii) on the second following business day, if sent by overnight
mail or overnight courier or (iv) three days after such notice is mailed by
certified or registered mail, return receipt requested, postage prepaid.  Any such notice, request, demand or other
communication that is to be delivered by overnight mail, overnight courier, or
certified or registered mail shall be addressed to the relevant party at the
address set forth below (or such other address as may be notified to the other
party in accordance with the terms of this provision):


 


	
   

  	
  If to CityNet:

  	
   

  	
  CityNet Telecommunications, Inc.

  8405 Colesville Road – 6th Floor

  Silver Spring, Maryland  20910

  Attention:  General Counsel

  



 

















 


	
   

  	
   

  	
   

  	
  Facsimile: 
  301/608-8121

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  If to UAXS:

  	
   

  	
  Universal Access Global Holdings Inc.

  233 South Wacker Drive

  Chicago, Illinois  60606

  Attention:  Chief Financial Officer

  Facsimile:  312/622-2224

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  with a copy to:

  	
   

  	
  Universal Access Global Holdings Inc.

  233 South Wacker Drive

  Chicago, Illinois  60606

  Attention:  Legal Department

  Facsimile:  312/660-1290

  



 


(d)                     Entire
Agreement.  This
letter agreement contains the entire agreement and understanding of the parties
with respect to the subject matter hereof, and no other representations,
promises, agreements or understandings regarding the subject matter hereof
shall be of any force or effect unless in writing, executed by the party to be
bound and dated on or subsequent to the date hereof.


 


(e)                      Amendments.  This letter agreement may be modified or
amended only in a writing dated on or subsequent to the date hereof and signed
by both parties hereto.


 


(f)                        Interpretation.  The parties acknowledge that each party and
its counsel has received and approved of this letter agreement and the normal
rule of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this
letter agreement.


 


(g)                     No Waiver.  The failure of either party to enforce any
provision of this letter agreement shall not be construed as a waiver or
limitation of that party’s right to subsequently enforce and compel strict
compliance with every provision of this letter agreement.


 


(h)                     Effectiveness.  This letter agreement shall become effective
and binding upon the parties on the date upon which this letter agreement has
been duly executed by both UAXS and CityNet.


 

















 


Please evidence your agreement with the foregoing by
signing and returning the enclosed copy of this letter, following which this
letter agreement shall be deemed to be binding upon the parties hereto.


 


	
   

  	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CityNet
  Telecommunications, Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /S/ Charles H. F. Garner

  	
   

  
	
   

  	
   

  	
   

  	
  Name: 
  Charles H. F. Garner

  Title:  President

  
	
   

  	
   

  	
   

  	
   

  
	
  ACKNOWLEDGED AND AGREED

  as of November 20, 2003:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  UNIVERSAL ACCESS GLOBAL HOLDINGS INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /S/ Scott Layman

  	
   

  	
   

  	
   

  
	
   

  	
  Name: 
  Scott Layman

  Title:  COO

  	
   

  	
   

  
						



 

















 


SCHEDULE
A


 


Monitoring
equipment used by WORKNET to provide services to CityNet


 


	
  Located at the WORKNET Data
  Center in Naperville, Illinois “NOC
  Equipment”

  	
   

  	
  Serial

  Number

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1)

  	
   

  	
   

  	
  Compaq
  Proliant Server with 3 hard drives

  	
   

  	
  R216FRW10002

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2)

  	
   

  	
   

  	
  Cisco
  2600 Router

  	
   

  	
  JAB040584EB

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3)

  	
   

  	
   

  	
  Acterna
  modem (qty 2)

  	
   

  	
  N/A

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Located
  at CityNet location in New Mexico

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1)

  	
   

  	
   

  	
  Acterna
  RTU

  	
   

  	
  721

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2)

  	
   

  	
   

  	
  Cisco
  2501 Router

  	
   

  	
  250136129

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3)

  	
   

  	
   

  	
  APCC
  Smartups

  	
   

  	
  AS0211212306

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4)

  	
   

  	
   

  	
  Adtran
  TSU

  	
   

  	
  N/A

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5)

  	
   

  	
   

  	
  Acterna
  modem

  	
   

  	
  N/A

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Located
  at CityNet location in Indianapolis

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1)

  	
   

  	
   

  	
  Acterna
  RTU

  	
   

  	
  790

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2)

  	
   

  	
   

  	
  Cisco
  2501 Router

  	
   

  	
  250985870

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3)

  	
   

  	
   

  	
  Adtran
  TSU

  	
   

  	
  N/A

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4)

  	
   

  	
   

  	
  Acterna
  modem

  	
   

  	
  N/A

  	
   

  



 

















 


SCHEDULE B


 


Software Licenses for services provided by WORKNET
to CityNet


 


Licensing Agreements


 


	
  1)

  	
   

  	
   

  	
  Veritas
  Netbackup Data Center Agents Version 4.5

  
	
   

  	
   

  	
   

  	
   

  	
  File
  System Agent

  
	
   

  	
   

  	
   

  	
   

  	
  Open
  File System Agent

  
	
   

  	
   

  	
   

  	
   

  
	
  2)

  	
   

  	
   

  	
  Acterna
  Atlas Server Licensing Version 3.04

  
	
   

  	
   

  	
   

  	
   

  	
  Server
  access license

  
	
   

  	
   

  	
   

  	
   

  	
  Client
  access license

  
	
   

  	
   

  	
   

  	
   

  	
  Web
  access license

  
	
   

  	
   

  	
   

  	
   

  
	
  3)

  	
   

  	
   

  	
  Microsoft
  Windows 2000 Server License

  
	
   

  	
   

  	
   

  	
   

  
	
  4)

  	
   

  	
   

  	
  Symantec
  PC Anywhere Version 10.5

  



 

















 


SCHEDULE C


 





 


	
  CityNet Telecommunications, Inc.

  	
  Invoice

  
	
  8405 Colesville Road

  	
   

  	
   

  	
   

  	
   

  
	
  6th Floor

  	
   

  	
  Date

  	
   

  	
  Invoice
  #

  
	
  Silver Spring, MD 20910

  	
  10/14/2003

  	
   

  	
  2003 820

  



 


	
  Bill To:

  	
   

  
	
  Universal
  Access Holdings Inc.

  c/o Scott Layman

  Sear Tower

  23 S. Wacker Drive, 6th Floor

  Chicago, IL 60606

  	
   

  



 


	
  Description

  	
   

  	
  Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Office
  Related Reimbursements

  	
   

  	
   

  	
   

  	
   

  
	
  Verizon wireless - Cyrus Bamji & Emilio Pardo
  (August & September)

  	
   

  	
  $

  	
  1,598.09

  	
   

  
	
  Verizon - PRI Line for (August,September &
  October)

  	
   

  	
  $

  	
  5,032.35

  	
   

  
	
  Verizon - Analog Lines (August, September & October)

  	
   

  	
  $

  	
  1,275.66

  	
   

  
	
  Verizon - T1 Circuit (August & September)

  	
   

  	
  $

  	
  955.84

  	
   

  
	
  Quest - Long Distance Service (August &
  September) Net of Int. Calls

  	
   

  	
  $

  	
  1,714.94

  	
   

  
	
  Quest - Internet Access (August & September)

  	
   

  	
  $

  	
  7,972.00

  	
   

  
	
  IOS - Copier Lease (August & September)

  	
   

  	
  $

  	
  1,142.40

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Less: 25% Credit - Allowable Telecom Expenses

  	
   

  	
  $

  	
  (4,237.70

  	
  )

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Payable upon receipt

  	
  TOTAL

  	
   

  	
  $

  	
  15,453.58

  	
   

  
							



 


	
  Wiring Instructions:

  	
  Bank
  Name: Bank of America, NA

  BNF: CityNet Telecommunications, Inc.

  Account Number: 0039 3055 9958

  Bank ABA: 052 001 633

  	
   

  	
   

  	
   

  



 

















 


Exhibit A


 


CityNet Telecommunications,
Inc.
8405 Colesville Road

Silver Spring, Maryland  20910


 


	
   

  	
  October 21, 2003

  
	
   

  	
   

  
	
  WORKNET INC

  600 East Diehl Rd

  Naperville, Illinois  60563

  	
   

  



 


Ladies and Gentlemen:


 


Reference is made to Master Service Agreement #1471, dated February 27,
2002, between WORKNET INC (“WORKNET”) and CityNet Telecommunications, Inc.
(“CityNet”) (together with all exhibits, addenda, appendices, schedules and
other documents, instruments and agreements delivered pursuant thereto or in
connection therewith, the “Agreements”). 
This letter shall evidence the agreement of WORKNET and CityNet to
terminate the Agreements upon the terms and subject to the conditions set forth
herein.


 


7.               Termination of Agreements. Provided
that, on or prior to the second business day prior to the Service Termination
Time (as defined below), CityNet has paid to WORKNET the termination fee
described in Section 2 below and furnished either the letter of credit or the
release contemplated by Section 3 below, the Agreements shall be terminated
(automatically and without further notice to or consent of either party
thereto) at 11:59 P.M. (Chicago time) on November 30, 2003 or such earlier date
as CityNet shall specify in writing to WORKNET (the “Service Termination
Time”). If CityNet fails to satisfy the requirements for termination of the
Agreements set forth in the preceding sentence, this letter Agreement shall be
null and void and the Agreements shall remain in full force and effect, with
any amounts paid under this letter agreement being credited against amounts
from time to time payable under the Agreements.  Until the Service Termination Time, WORKNET shall continue to
deliver to CityNet all services contemplated by the Agreements in accordance
with the terms thereof.  From and after
the Service Termination Time, WORKNET shall have no further obligation to
CityNet under the Agreements, other than the obligation to make available the
Monitoring Equipment (as defined below) in accordance with the terms described
in this letter.


 


8.               Termination Fee.  In consideration of the agreement of WORKNET
to provide service in accordance with the terms hereof and to terminate the
Agreements at the Service Termination Time, CityNet shall pay to WORKNET a
termination fee in the amount of $100,000. 
Such termination fee shall be paid by wire transfer of immediately
available funds to:


 

















 


Private Bank and Trust
Company

Chicago, Illinois

ABA No. 071006486

For Credit to the Account of WORKNET INC

Account No. 110952


 


Such wire transfer shall be made within one business
day following the effectiveness of this letter agreement.  Payment of such termination fee and the
performance by CityNet of the MCI Obligation (as defined in Section 3 below)
shall constitute payment in full by CityNet of all amounts owing to WORKNET
under the Agreements (including, without limitation, (x) any arrearages
outstanding on the date hereof, (y) all amounts due and payable through the
Service Termination Time and (z) all fees and other amounts payable on account
of the early termination of the Agreements. 
WORKNET knows of no other liabilities or obligations owing by CityNet or
any its subsidiaries to WORKNET or any of its subsidiaries.


 


9.               MCI Obligation.  WORKNET currently is party to the MCI
WorldCom On-Net Service Agreement, with execution date as of May 24, 2002,
between MCI WorldCom Communications, Inc. (“MCI”) and WORKNET (the “MCI
Contract”), and has delivered to MCI thereunder order documentation with
respect to the circuits described on Schedule A hereto (the “Circuit Orders”;
together with the MCI Contract, the “MCI Documents”).  WORKNET has previously provided to CityNet a complete and correct
copy of the MCI Contract.  WORKNET does
not have copies of the Circuit Orders and has been unable to obtain copies from
MCI; however, to the best knowledge of WORKNET, the descriptions on Schedule A
hereto accurately summarize (after giving effect to all amendments, supplements
and other modifications thereto through the date hereof) in all material
respects the Circuit Orders.  The MCI
Contract has not been amended, supplemented or otherwise modified since such
delivery to CityNet and WORKNET will not amend, supplement or otherwise modify
the MCI Documents between the date hereof and December 1, 2003 without the
prior written consent of CityNet.


 


The MCI Contract provides for a minimum purchase
commitment by WORKNET of approximately $36,000 per year (net of taxes) and
expires on May 31, 2005 (it being understood that, as detailed on Schedule A
hereto, certain circuits thereunder expire after such date).  As detailed on Schedule A hereto, two
circuits under the MCI Contract are utilized by WORKNET to service CityNet (the
“CityNet Circuits”) and the three remaining circuits are utilized by WORKNET to
service other customers.


 


As of the 11:59 P.M. (Chicago time) on November 30,
2003, (a) WORKNET shall be in compliance in all material respects with the
terms of the MCI Documents, (b) WORKNET shall have paid to MCI all amounts that
have then been billed by MCI under the MCI Documents for periods through and
including November 30, 2003 (it being understood that WORKNET shall remain
solely liable for amounts owing under the MCI Documents for periods through and
including November 30, 2003) and (c) to the best


 

















 


knowledge of WORKNET, there shall be no disputes
outstanding between WORKNET and MCI with respect to amounts claimed to be due
under the MCI Documents.


 


During the period from December 1, 2003 through and
including June 25, 2005, CityNet shall be obligated to reimburse WORKNET for
the amounts that would have been payable by WORKNET to MCI on account of the
CityNet Circuits (i.e., $1,535.27 per month plus applicable sales taxes) (the
liability on account of such circuits, the “CityNet Portion”).  Such reimbursement shall be paid monthly, in
arrears, within 30 days following the end of the month for which payment is
due.  On or before the second business
day prior to the Service Termination Time, CityNet shall deliver to WORKNET a
standby letter of credit (in form and substance, and issued by an issuing bank,
reasonably satisfactory to WORKNET and providing for multiple drawings upon
certification by WORKNET that CityNet has not paid all or any part of the
CityNet Portion when due) in a face amount equal to the aggregate amount of the
CityNet Portion; provided that the face amount of such letter of credit may
reduce monthly to reflect the diminution in the remaining unpaid CityNet
Portion (it being understood that at no time shall the face amount of such
letter of credit be less than the remaining unpaid CityNet Portion).  Notwithstanding the foregoing, (x) CityNet
shall have no obligation to provide such reimbursement or to deliver such
standby letter of credit to WORKNET if, on or prior to December 1, 2003,
CityNet shall have caused MCI to fully release WORKNET in writing from all of
its obligations to MCI for the period December 1, 2003 through June 25, 2005 on
account of the CityNet Portion and shall have reduced the minimum purchase commitment
required under the MCI Contract by at least $1,535.27 per month for the period
December 1, 2003 through May 31, 2005 (such release and reduction, the “MCI
Release”) and (y) WORKNET shall promptly (and, in any event, within 10 business
days) return to CityNet any letter of credit previously provided by CityNet,
and CityNet shall no longer be liable to provide such reimbursement, if CityNet
obtains and delivers to WORKNET, on or after December 1, 2003,  the MCI Release and if CityNet shall have
paid WORKNET all such reimbursements accrued from December 1, 2003 through the
effective date of the MCI Release. 
CityNet shall be liable to reimburse WORKNET for its reasonable
litigation expense in enforcing the obligations under this Section 3.  CityNet’s obligations under this Section 3
are referred to herein as the “MCI Obligation.”


 


It is understood and agreed that the purpose of the
MCI Obligation is to place WORKNET in the same economic position with respect
to the MCI Documents as it would have been in if CityNet had continued to be
liable under the Agreements.


 


Notwithstanding anything to the contrary contained
herein, CityNet shall have the right to assign its rights and obligations under
this Section 3 to a designee selected by CityNet who agrees in writing to
assume such obligations and to be liable to WORKNET on account thereof; provided that (a) the form and substance of
such assignment by CityNet and assumption by such designee is reasonably
acceptable to WORKNET and (b) the identity of any designee selected by CityNet
(other than Universal Access, Inc., which shall be deemed to be acceptable to
WORKNET) shall be reasonably acceptable to WORKNET.  CityNet shall give prompt written notice to WORKNET of such


 

















 


assignment and assumption and, upon WORKNET’s
approval thereof in accordance with the terms hereof, CityNet thereafter
automatically (and without notice to or consent of any other party) shall be
released from its obligations under this Section 3.


 


10.  Equipment:  At the Service Termination Time, title to the equipment listed on
Schedule B hereto (including, regardless of whether listed on Schedule B, all
equipment owned by WORKNET that is attached to the fiber optic rings in
Albuquerque and Indianapolis formerly owned by CityNet) shall transfer to
CityNet without further act on the part of any party and free from liens and
other encumbrances (all such equipment, the “Monitoring Equipment”).  WORKNET shall (at the sole cost and expense
of CityNet) provide to CityNet such evidence as CityNet may from time to time
reasonably request to evidence CityNet’s title to the Monitoring Equipment.


 


At the Service Termination Time, WORKNET will
package for transport all Monitoring Equipment listed on Schedule B listed
thereon as being “Located at the WORKNET Data Center in Naperville, Illinois”
(such Monitoring Equipment, the “NOC Equipment”).  Promptly thereafter, CityNet (or its designee) shall remove the
NOC Equipment from the WORKNET premises. 
WORKNET shall use reasonable care in packaging the NOC Equipment for
transport.  WORKNET hereby represents
and warrants that the NOC Equipment has been in proper working order for the
period of 30 days ending on October 10, 2003, but otherwise makes no
representations or warranties concerning the condition or usability of the NOC
Equipment or any other Monitoring Equipment.


 


Schedule C identifies the software used by WORKNET
in connection with the Monitoring Equipment that has been licensed by WORKNET
under a licensing agreement that does not permit the assignment by WORKNET of
the relevant license without consent of the licensor.  Unless CityNet has provided to WORKNET written evidence that the
licensor of such software has approved its transfer to CityNet, WORKNET shall
have the right to remove such software from the relevant Monitoring Equipment
prior to its delivery to CityNet. 
WORKNET shall cooperate with CityNet in seeking consent to the transfer
of such licenses, provided that such cooperation shall not require out-of-pocket
expenditures by WORKNET or otherwise become unduly burdensome to WORKNET.


 


Any sales or transfer taxes due on account of the
transfer of the Monitoring Equipment and software shall be the obligation of
CityNet and shall be paid to WORKNET within 10 business days following receipt
by CityNet of a reasonably detailed invoice for such taxes.


 


11.   Miscellaneous.


 


(a)                      Governing Law. 
This letter agreement
shall be governed by, and construed and interpreted in accordance with, the
laws of the State of Illinois, excluding its choice of law principles.


 

















 


(b)                     No Assignments.  This letter agreement shall be binding upon
and inure to the benefit of the parties hereto and their successors and
assigns; provided,
however, that,
except to the extent explicitly provided for herein, neither party shall assign
its rights or delegate its duties hereunder without the prior written consent
of the other party.


 


(c)                      Notices.  Any notice, request, demand or other
communication required or permitted under this letter agreement shall be given
in writing and shall be deemed to have been duly given (i) upon receipt, if
delivered in person, (ii) upon confirmation of receipt, if delivered by
telecopier, (iii) on the second following business day, if sent by overnight
mail or overnight courier or (iv) three days after such notice is mailed by
certified or registered mail, return receipt requested, postage prepaid.  Any such notice, request, demand or other
communication that is to be delivered by overnight mail, overnight courier, or certified
or registered mail shall be addressed to the relevant party at the address set
forth below (or such other address as may be notified to the other party in
accordance with the terms of this provision):


 


	
  If to CityNet:

  	
   

  	
   

  	
  CityNet Telecommunications, Inc.

  8405 Colesville Road – 6th Floor

  Silver Spring, Maryland  20910

  Attention:  General Counsel

  Facsimile:  301/608-8121

  
	
   

  	
   

  	
   

  	
   

  
	
  If to WORKNET:

  	
   

  	
   

  	
  WORKNET INC

  600 East Diehl Rd

  Naperville, Illinois  60563

  Attention:  Jan Kratochvil

  Facsimile:  630/536-0401

  



 


(d)                     Entire
Agreement.  This
letter agreement contains the entire agreement and understanding of the parties
with respect to the subject matter hereof, and no other representations,
promises, agreements or understandings regarding the subject matter hereof
shall be of any force or effect unless in writing, executed by the party to be
bound and dated on or subsequent to the date hereof.


 


(e)                      Amendments.  This letter agreement may be modified or
amended only in a writing dated on or subsequent to the date hereof and signed
by both parties hereto.


 


(f)                        Interpretation.  The parties acknowledge that each party and
its counsel has received and approved of this letter agreement and the normal
rule of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this
letter agreement.


 


(g)                     No Waiver.  The failure of either party to enforce any
provision of this letter agreement shall not be construed as a waiver or
limitation of that party’s right to subsequently enforce and compel strict
compliance with every provision of this letter agreement.


 

















 


(h)                     Effectiveness.  This letter agreement shall become effective
and binding upon the parties on the date upon which this letter agreement has
been duly executed by WORKNET and returned to CityNet.


 


Please evidence your agreement with the foregoing by
signing and returning the enclosed copy of this letter, following which this
letter agreement shall be deemed to be binding upon the parties hereto.


 


	
   

  	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CityNet Telecommunications,
  Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name: 
  Charles H. F. Garner

  
	
   

  	
   

  	
   

  	
  Title: 
  President

  
	
   

  	
   

  	
   

  	
   

  
	
  ACKNOWLEDGED AND AGREED

  as of the date first written above:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  WORKNET INC

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  	
   

  
							



 

















 


SCHEDULE A


 


MCI Summary


 


 


	
  Overall Contract:

  	
   

  	
  Annual Volume Commitment:

  	
   

  	
   

  	
   

  	
  $36,000

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Term:

  	
   

  	
   

  	
   

  	
  6/1/02 - 5/31/05

  	
   

  	
  36 Months: 6/1/02 – 5/31/05

  	
   

  	
   

  	
   

  
													



 


	
   

  	
   

  	
  #1

  	
   

  	
  #2

  	
   

  	
  #3

  	
   

  	
  #4

  	
   

  	
  #5

  	
   

  	
   

  	
   

  
	
  Generic Description:

  	
   

  	
  Citynet#1

  	
   

  	
  Citynet #2

  	
   

  	
  BOTCC

  	
   

  	
  CSFB / BOTCC Local

  	
   

  	
  CSFB

  	
   

  	
  WN Total

  	
   

  
	
  Account Number:

  	
   

  	
  108330

  	
   

  	
  71244

  	
   

  	
  9150155147

  	
   

  	
  100105

  	
   

  	
  9150162562

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  W0H-92946

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  W0G80318, W0G80328,

  	
   

  	
  (XDGS101838NB), W0H–

  	
   

  	
   

  	
   

  	
  1XCBT DDBJ0001,

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Circuit
  ID’s:

  	
   

  	
  W0G81285

  	
   

  	
  92946

  	
   

  	
  W0E99296

  	
   

  	
  1XDDBJ2CC 0001

  	
   

  	
  W0F49235

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Naperville: 128KB Frame

  	
   

  	
  Indy: Frame Local Access,

  64K Frame Relay, PVC for

  	
   

  	
  DS1 Metro Private Line

  	
   

  	
  DS1 Pt to Pt BOTCC Chicago

  	
   

  	
  DS1 Metro Private Line CSFB

  	
   

  	
   

  	
   

  
	
  Detail
  Descriptions:

  	
   

  	
  Relay, PVC Indy, PVC Nmex

  	
   

  	
  Naperville

  	
   

  	
  BOTCC Chicago to WN DC

  	
   

  	
  to WN DC

  	
   

  	
  Chicago to WN DC

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Naperville Local Access

  Frame Relay, New Mexcio

  Local Access Frame Relay,

  New Mexico Frame Relay w/

  PVC Naperville

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  DS1 Pt to Pt WNDC to CSFB

  Chicago

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Start
  Date

  	
   

  	
  5/30/2002

  	
   

  	
  2/17/2003

  	
   

  	
  6/23/2001

  	
   

  	
  Month to

  	
   

  	
  10/9/2001

  	
   

  	
   

  	
   

  
	
  End
  Date

  	
   

  	
  6/25/2005

  	
   

  	
  5/31/2005

  	
   

  	
  6/25/2005

  	
   

  	
  Month

  	
   

  	
  6/25/2005

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Service
  Cost

  	
   

  	
  $

  	
  1,089.16

  	
   

  	
  $

  	
  446.11

  	
   

  	
  $

  	
  468.77

  	
   

  	
  $

  	
  751.80

  	
   

  	
  $

  	
  482.55

  	
   

  	
  $

  	
  3,238.39

  	
   

  
	
  Taxes

  	
   

  	
  $

  	
  224

  	
   

  	
  $

  	
  74

  	
   

  	
  $

  	
  64

  	
   

  	
  $

  	
  103

  	
   

  	
  $

  	
  62

  	
   

  	
  $

  	
  526.96

  	
   

  
	
  Total
  Montly Bill

  	
   

  	
  $

  	
  1,313

  	
   

  	
  $

  	
  520

  	
   

  	
  $

  	
  533

  	
   

  	
  $

  	
  855

  	
   

  	
  $

  	
  544

  	
   

  	
  $

  	
  3,765.37

  	
   

  



 

















 


SCHEDULE B


 


Monitoring
equipment used by WORKNET to provide services to CityNet


 


	
  Located at the WORKNET Data
  Center in Naperville, Illinois “NOC
  Equipment”

  	
   

  	
  Serial

  Number

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1)

  	
   

  	
  Compaq Proliant Server with 3 hard drives

  	
   

  	
  R216FRW10002

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2)

  	
   

  	
  Cisco 2600 Router

  	
   

  	
  JAB040584EB

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3)

  	
   

  	
  Acterna modem (qty 2)

  	
   

  	
  N/A

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Located at CityNet location in New Mexico

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1)

  	
   

  	
  Acterna
  RTU

  	
   

  	
  721

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2)

  	
   

  	
  Cisco
  2501 Router

  	
   

  	
  250136129

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3)

  	
   

  	
  APCC Smartups

  	
   

  	
  AS0211212306

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4)

  	
   

  	
  Adtran
  TSU

  	
   

  	
  N/A

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5)

  	
   

  	
  Acterna
  modem

  	
   

  	
  N/A

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Located at CityNet location in Indianapolis

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1)

  	
   

  	
  Acterna
  RTU

  	
   

  	
  790

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2)

  	
   

  	
  Cisco 2501 Router

  	
   

  	
  250985870

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3)

  	
   

  	
  Adtran
  TSU

  	
   

  	
  N/A

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4)

  	
   

  	
  Acterna modem

  	
   

  	
  N/A

  	
   

  



 

















 


SCHEDULE C


 


Software Licenses for services provided by WORKNET
to CityNet


 


Licensing
Agreements


 


	
  1)

  	
   

  	
   

  	
   

  	
  Veritas
  Netbackup Data Center Agents Version 4.5

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  File
  System Agent

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Open
  File System Agent

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2)

  	
   

  	
   

  	
   

  	
  Acterna
  Atlas Server Licensing Version 3.04

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Server
  access license

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Client
  access license

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Web
  access license

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3)

  	
   

  	
   

  	
   

  	
  Microsoft
  Windows 2000 Server License

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4)

  	
   

  	
   

  	
   

  	
  Symantec
  PC Anywhere Version 10.5