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                                                                     EXHIBIT 4.1


                             UNIVERSAL ACCESS, INC.

                    AMENDED 1998 EMPLOYEE STOCK OPTION PLAN


SECTION 1. PURPOSE; DEFINITIONS.

     The purpose of the Universal Access, Inc. 1998 Employee Stock Option Plan
(the "Plan") is to enable Universal Access, Inc. (the "Company") to attract,
retain and reward directors, officers, employees, service providers and key
advisors to the Company and its Subsidiaries and Affiliates, and strengthen the
mutuality of interests between such persons and the Company's shareholders, by
offering them performance-based stock incentives in the Company.

     For purposes of the Plan, the following terms shall be defined as set forth
below:

          (a)  "Affiliate" means any entity other than the Company and its
     Subsidiaries that is designated by the Board as a participating employer
     under the Plan, provided that the Company directly or indirectly owns at
     least 20% of the combined voting power of all classes of stock of such
     entity or more than 50% of the ownership interests in such entity.

          (b)  "Board" means the Board of Directors of the Company.

          (c)  "Cause" means a felony conviction of a participant or the
     failure of a participant to contest prosecution for a felony, or a
     participant's willful misconduct or dishonesty, or other unauthorized
     activity any of which, in the good faith opinion of the Committee, is
     directly and materially harmful to the business or reputation of the
     Company, a Subsidiary or an Affiliate.

          (d)  "Code" means the Internal Revenue Code of 1986, as amended from
     time to time, and any successor thereto.

          (e)  "Committee" means the Committee referred to in Section 2 of the
     Plan. If at any time no Committee shall be in office, then the functions
     of the Committee specified in the Plan may be exercised by the Board, as
     set forth in Section 2 hereof.

          (f)  "Company" means Universal Access, Inc., a corporation organized
     under the laws of the State of Illinois, or any successor corporation.

          (g)  "Disability" means disability as determined under procedures
     established by the Committee for purposes of this Plan and shall in all
     events be interpreted and applied so as to be consistent with the
     definition of disability provided in Section 22(e)(3) or 422 of the Code
     (or any successor provision).

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          (h)  "Disinterested Person" shall have the meaning set forth in Rule
     16b-3 as promulgated by the Securities and Exchange Commission under the
     Securities Exchange Act of 1934 (the "Exchange Act"), or any successor
     definition adopted by the Commission. To be a "Disinterested Person"
     pursuant to such rule, as of the date hereof, a director may not, during
     the one-year period prior to service or during such service, be granted or
     awarded equity securities of the Company pursuant to the plan or any other
     plan of the Company (subject to certain exceptions).

          (i)  "Early Retirement" means retirement, with the express written
     consent of the Company (or subsidiary, if appropriate) at or before the
     time of such retirement, from active employment with the Company and any
     Subsidiary pursuant to the early retirement provisions of the applicable
     pension plan of such entity.

          (j)  "Fair Market Value" means, as of any given date, unless
     otherwise determined by the Committee in good faith:

               (i) if the Stock is listed on an established stock exchange or
          exchanges, or traded on the NASDAQ National Market System
          ("NASDAQ/NMS") the highest closing price of the Stock as listed
          thereon on the applicable day, or if no sale of Stock has been made
          on any exchange or on NASDAQ/NMS on that date, on the next day on
          which there was sale of Stock;

               (ii) if the Stock is not listed on an established stock exchange
          or NASDAQ/NMS but is instead traded over-the-counter, the mean of the
          "bid" and "ask" prices of the Stock in the over-the-counter market on
          the applicable day, as reported by the National Association of
          Security Dealers, Inc.;

               (iii) if the Stock is not listed on any exchange or traded
          over-the-counter, the value determined in good faith by the Committee
          in a manner designed to comply with Treasury Regulation Section
          1.422A-2(e).

          (k)  "Incentive Stock Option" means any Option intended to be and
     designated as an "Incentive Stock Option" within the meaning of Section
     422 of the Code (or any successor provision).

          (l)  "Non-Qualified Stock Option" means any Stock Option that is not
     an Incentive Stock Option.

          (m)  "Normal Retirement" means retirement from active employment with
     the Company and any Subsidiary or Affiliate on or after age 65.



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          (n)  "Option Agreement" means an agreement between the Company and a
     Participant granting Options to the Participant and containing specific
     terms and procedures related to the rights and obligations of the
     Participants and the Company.

          (o)  "Outstanding Stock" shall include all shares of Common Stock, no
     par value, of the Company as well as the number of shares of Common stock
     into which then outstanding shares of capital stock of the Company, of
     whatever class, are convertible as of the year-end immediately preceding
     the date of calculation thereof (as adjusted by the Committee for certain
     events).

          (p)  "Participant" means an officer, director, employee, advisor or
     other service provider to the Company, its Subsidiaries or Affiliates to
     whom Options are granted hereunder.

          (q)  "Plan" means this Universal Access, Inc. 1998 Employee Stock
     Option Plan, as hereinafter amended from time to time.

          (r)  "Retirement" means Normal or Early Retirement.

          (s)  "Stock" means the Common Stock, no par value per share, of the
     Company.

          (t)  "Stock Option" or "Option" means any option(s) to purchase
     shares of Stock granted pursuant to Section 5 below.

          (u)  "Subsidiary" means any corporation (other than the Company) in
     an unbroken chain of corporations beginning with the Company if each of
     the corporations (other than the last corporation in the unbroken chain)
     owns stock possessing 100% or more of the total combined voting power of
     all classes of stock in one of the other corporations in the chain.

     In addition, the term "Cause" shall have the meaning set forth in Section
5(i) below.

SECTION 2. ADMINISTRATION.

     The Plan shall be administered by a Committee of not less than two
persons, who need not be Disinterested Persons unless the Company's securities
are registered under the Exchange Act, who shall be members of the Board and
who shall serve at the pleasure of the Board. The functions of the Committee
specified in the Plan may be exercised by the Board, if and to the extent that
no Committee exists which has the authority to so administer the Plan and if a
resolution to such effect is adopted by the Board after due consideration of
the impact of such resolution upon the status of the Plan under Rule 16b-3
promulgated pursuant to the Exchange Act. The Committee as of the date of this
Plan shall be the Board. The Board, by subsequent duly adopted resolution, may
alter to the composition of the Committee as it deems necessary and proper.



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     All decisions made by the Committee pursuant to the provisions of the Plan
shall be made in the Committee's sole discretion and shall be final and binding
on all persons, including the Company and Participants. The Committee shall
have full authority to grant, pursuant to the terms of the Plan, to directors,
officers and other employees eligible under Section 4.

     In particular, the Committee shall have the authority:

               (i)    subject to Section 4 hereof, to select the Participants to
          whom Stock Options may from time to time be granted hereunder.

               (ii)   to determine whether and to what extent Incentive Stock
          Options and/or Non-Qualified Stock Options, or any combination
          thereof, are to be granted hereunder to one or more Participants;

               (iii)  to determine the number of shares of Stock to be covered
          by each such Option granted hereunder;

               (iv)   to determine the terms and conditions, not inconsistent
          with the terms of the Plan, of any Options granted hereunder
          (including, but not limited to, the share price and any restriction or
          limitation (including vesting requirements, forfeiture provisions and
          non-compete and non-solicitation requirements), or any modification to
          the terms of any previously granted Option (including vesting
          acceleration or waiver of forfeiture restrictions) regarding any Stock
          Option or other award and/or the shares of Stock relating thereto,
          based in each case on such factors as the Committee shall determine,
          its sole discretion);

               (v)    to determine the terms and provisions of each Option
          Agreement;

               (vi)   to determine whether and under what circumstances a Stock
          Option may be settled in cash;

               (vii)  to determine whether, to what extent and under what
          circumstances Option grants and/or other awards under the Plan and/or
          other cash awards made by the Company are to be made, and operate, on
          a tandem basis vis-a-vis other awards under the Plan and/or cash
          awards made outside of the Plan, or on an additive basis;

               (viii) to determine whether, to what extent and under what
          circumstances Stock and other amounts payable with respect to an award
          under this Plan shall be deferred either automatically or at the
          election of the participant (including providing for and determining
          the amount (if any) of any deemed earnings on any deferred amount
          during any deferral period);

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               (ix)  to adopt, alter and repeal such rules, guidelines and
          practices governing the Plan as it shall, from time to time, deem
          advisable, as well as to interpret the terms and provisions of the
          Plan and any award issued under the Plan (and any agreements relating
          thereto); and

               (x)   to otherwise supervise the administration of the Plan.

SECTION 3. STOCK SUBJECT TO PLAN.

     The total number of shares of Stock reserved and available for
distribution under the Plan shall be 13,000,000 shares (the "Option Shares").
Such Option Shares may consist, in whole or in part, of authorized and unissued
shares or treasury shares.

     Subject to Section 6(b)(iv) below, if any Option Shares that have been
optioned hereunder cease to be subject to a Stock Option, or any such award
otherwise terminates without a payment being made to the participant in the
form of Stock, such Options shall again be available for distribution in
connection with future awards under the Plan.

     In the event of any merger, reorganization, consolidation,
recapitalization, stock dividends, stock split or other changes in corporate
structure affecting the Stock, and subject to Sections 5(k) and 5(m), such
substitution or adjustment shall be made in the aggregate number of Option
Shares reserved for issuance under the Plan, in the number and option price of
Option Shares subject to other outstanding awards granted under the Plan as may
be determined to be appropriate by the Committee, in its sole discretion,
provided that the number of Option Shares subject to any award shall always be a
whole number.


SECTION 4. ELIGIBILITY.

     Directors, officers, employees, advisors and other service provides of the
Company or its Subsidiaries and Affiliates who are responsible for, or
contribute to, the management, growth and/or profitability of the business of
the Company and/or its Subsidiaries and Affiliates are eligible to be
Participants and receive Stock Options under the Plan; provided, however,
Options shall not be transferred to any member of the Committee and Incentive
Stock Option shall not be granted to any person who is not an employee of the
Company or its Subsidiaries and Affiliates. In addition, the Committee may
grant awards, other than Incentive Stock Options, to consultants or advisors
who have provided bona fide services to the Company, its Subsidiaries and
Affiliates in connection with matters other than the offer and sale of
securities in a capital-raising transaction.

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SECTION 5. STOCK OPTIONS.

     Stock Options may be granted alone, in addition to or in tandem with other
awards granted under the Plan and/or cash awards made outside of the Plan. Any
Stock Option granted under the Plan shall be in such form as the Committee may
from time to time approve.

     Stock Options granted under the Plan may be of two types: (i) Incentive
Stock Options, and (ii) Non-Qualified Stock Options.

     Subject to the restrictions contained in Section 4 hereof, the Committee
shall have the authority to grant Incentive Stock Options, Non-Qualified Stock
Options or both types of Stock Options to any Participant.

     Options granted under the Plan shall be subject to the following terms and
conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Committee shall deem desirable
to include in the applicable Option Agreement:

          (a)  Exercise Price. The Option exercise price per share of Stock
purchasable under a Stock Option shall be determined by the Committee at the
time of grant but shall be not less than 100% (or, not less than 110% in the
case of a Participant who is an employee and who owns stock possessing more
than 10% of the total combined voting power of all classes of capital stock of
the Company, a Subsidiary or an Affiliate) of the Fair Market Value of the
Stock at grant.

          (b)  Option Term. The term of each Stock Option shall be fixed by the
Committee, but no Stock Option shall be exercised more than ten years (or, more
than five years in the case of a Participant who is an employee and who owns
stock possessing more than 10 percent of the total combined voting power of all
classes of stock of the Company, a Subsidiary or an Affiliate) after the date
the Option is granted.

          (c)  Exercisability. Stock Options shall be exercised at such time or
times to such terms and conditions as shall be determined by the Committee at
or after grant; provided, however, that, except as provided in Section 5(f),
5(g), or 5(k) unless otherwise determined by the Committee in an Option
Agreement or after grant, no Stock Option shall be exercisable prior to the
first anniversary date of the granting of the Option. If the Committee
provides, in its sole discretion, that any Stock Option is exercisable only in
installments, the Committee may waive such installment exercise provisions at
any time at or after grant in whole or in part, based on such factors as the
Committee shall determine, in its sole discretion.

          (d)  Method of Exercise. Subject to whatever installment exercise
provisions apply under Section 5(c) and the terms of the Option Agreement
entered into at the time of the grant, Stock Options may be exercised in whole
or in part at any time during the option period, by




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giving written notice of exercise to the Company specifying the number of
Option Shares to be purchased.

     Such notice shall be accompanied by payment in full of the purchase price,
either by check, note or such other instrument as the Committee may accept. As
determined by the Committee, in its sole discretion, at or after grant, payment
in full or in part may also be made in the form of shares of unrestricted Stock
already owned by the Participant based, in each case, on the Fair Market Value
of the Stock on the date the Option is exercised.

     No shares of Stock shall be issued until full payment therefor has been
made. A Participant shall generally have the rights to dividends or other
rights of a shareholder with respect to shares subject to the Option only when
the Participant has: (i) given written notice of exercise; (ii) has paid in
full for such Option Shares; and (iii) has given any requested representation
and warranties.

     (e)  Non-Transferability of Options. No Stock Option shall be transferable
by the Participant otherwise than by will or by the laws of descent and
distribution or pursuant to a qualified domestic relations order as defined by
the Internal Revenue Code of 1986, as amended 26 U.S.C. Section 1 et. seq. or
Title I of the Employee Retirement Income Security Act, or the rules
thereunder, and all Stock Options shall be exercisable, during the
Participant's lifetime, only by the Participant.

     (f)  Termination by Death. Subject to Section 5(k), if a Participant's
employment by the Company, a Subsidiary or an Affiliate terminates by reason of
death any Stock Option held by such Participant may thereafter be exercised to
the extent such Option was exercisable at the time of death or on such
accelerated basis as the Committee may determine at or after grant (or as may
be determined in accordance with procedures established by the Committee), by
the legal representative of the estate or by the legatee of the Participant
under the will of the Participant, for a period of up to one (1) year (or such
other period as the Committee may specify in the Option Agreement) from the
date of such death or until the expiration of the stated term of such Option,
whichever period is the shorter.

     (g)  Termination by Reason of Disability. Subject to Section 5(k), if a
Participant's employment by the Company, a Subsidiary or an Affiliate
terminates by reason of Disability, any Stock Option held by such Participant
may thereafter be exercised by the Participant, to the extent it was
exercisable at the time of termination or on such accelerated basis as the
Committee may determine at or after grant (or as may be determined in
accordance with procedures established by the Committee), for a period of up to
one (1) year (or such other period as the Committee may specify at grant) from
the date of such termination of employment or until the expiration of the
stated term of such Stock Option, whichever period is the shorter; provided,
however, that if the Participant dies within such one-year period (or such
other period as the Committee shall specify at grant), any unexercised Stock
Option held by such Participant shall thereafter be exercisable pursuant to
Section 5(f). In the event of


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termination of employment by Disability, if a Stock Option heretofore
designated as an Incentive Stock Option is exercised more than one (1) year
after such termination of employment, such Option shall be treated as a
Non-Qualified Stock Option.

     (h)  Termination by Reason of Retirement. Subject to Section 5(k), if an
Participant's employment by the Company and any Subsidiary or Affiliate
terminates by reason of Normal or Early Retirement, any Stock Option held by
such Participant may be exercised by the Participant, to the extent it was
exercisable at the time of such Retirement or on such accelerated basis as the
Committee may determine at or after grant (or as may be determined in
accordance with procedures established by the Committee), for a period of three
years (or such other period as the Committee may specify in the Option
Agreement) from the date of such termination or the expiration of the stated
term of such Stock Option, whichever period is the shorter; provided, however,
that if the Participant dies within such three-year period (or such other
period as the Committee may specify in the Option Agreement), any unexercised
Option held by such Participant shall thereafter be exercisable pursuant to
Section 5(f). In the event of termination of employment by Retirement, if a
Stock Option theretofore designated as an Incentive Stock Option is exercised
more than three (3) months after such termination of employment, such Option
shall be treated as a Non-Qualified Stock Option.

     (i)  Other Termination. Unless otherwise determined by the Committee (or
pursuant to procedures established by the Committee) at or after grant, if a
Participant's employment by or otherwise qualifying relationship with, the
Company and any Subsidiary or Affiliate terminates:

          (i)       due to voluntary resignation of employment by the
     Participant (other than Normal or Early Retirement), all unexercised Stock
     Option shall thereupon terminate;

          (ii)      due to death, Disability, Normal or Early Retirement, then
     the provisions of Sections 5(f), 5(g), 5(h), as appropriate, shall apply;

          (iii)     due to involuntary termination of the Participant's
     employment by the Company, any Subsidiary or Affiliate without Cause,
     unexercised Stock Option shall thereupon terminate, except that the Stock
     Option may be exercised, to the extent otherwise then exercisable, for the
     lesser of three months or the balance of such Option's term;

          (iv)      for any other reason, including termination of the
     Participant's employment for Cause, the Stock Option shall thereupon
     terminate.

     (j)  Buy-Out Provisions. The Committee may at any time offer to purchase
an Option previously granted, based on such terms and conditions as the
Committee shall establish in the Option Agreement or at the time that such
offer is made.


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     (k)  Certain Recapitalizations. In general, if the Company is merged into
or consolidated with another corporation under circumstances in which the
Company is not the surviving corporation, or if the Company is liquidated, or
sells or otherwise disposes of substantially all of its assets to another
corporation (any such merger, consolidation, etc., being hereinafter referred
to as a "Non-Acquiring Transaction") while unexercised Stock Options are
outstanding under the Plan, after the effective date of a Non-Acquiring
Transaction each holder of an outstanding Option shall be entitled, upon
exercise of such Stock Option, to receive such stock or other securities as the
holders of the same class of stock as those shares subject to the Stock Option
shall be entitled to receive in such Non-Acquiring transaction based upon the
agreed upon conversion ratio or per share distribution. However, in the
discretion of the Committee, determined at the time of grant or at any time in
the future, any limitations on exercisability of Stock Options may be waived so
that all Stock Options, from and after a date prior to the effective date of
such Non-Acquiring Transaction shall be exercisable in full. Furthermore, in
the discretion of the Committee, the right to exercise may be given to each
Participant during a 30-day period preceding the effective date of such
Non-Acquiring Transaction. Any outstanding Stock Options not exercised within
such 30-day period may be canceled by the Committee as of the effective date of
any such Non-Acquiring Transaction. To the extent that the foregoing
adjustments relate to stock or securities of the Company, such adjustments
shall be made by the Committee, whose determination in that respect shall be
final, binding and conclusive.

     (l)  Subdivision or Consolidation. Except as set forth in this Plan,
Participants shall have no rights by reason of any subdivision or consolidation
of shares of stock of any class or the payment of any stock divided or any other
increase or decrease in the number of shares of stock of any class or by reason
of any dissolution, liquidation, merger, or consolidation or spinoff of stock of
another corporation, and no issue by the Company of shares of stock of any class
affect, and no adjustment by reason thereof shall be made with respect to, the
number or price of shares subject to the Option. The grant of any Stock Option
pursuant to the Plan shall not affect in any way the right or power of the
Company to make adjustments, reclassifications, reorganizations or changes of
its capital or business structure or to merge or to consolidate or to dissolve,
liquidate or sell, or to transfer all or any part of its business or assets.

     (m)  Reclassification, Recapitalization, etc. If the Company at any time
shall, by subdivision, combination or reclassification of securities,
recapitalization, automatic conversion, or other similar event affecting the
number or character of outstanding shares of Stock, or otherwise (collectively,
the "Event"), change any of the securities as to which purchase rights under
any Stock Option exist into the same or a different number of securities of any
other class or classes, the Stock Options theretofore granted shall thereafter
represent the right to acquire such number and kind of securities as would have
been issuable as the result of such change as if the Event had occurred
immediately prior to the issuance of the Stock Options in question.

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          If the Company at any time while this Plan remains outstanding and
     unexpired shall split, subdivide or combine the securities as to which
     purchase rights under Stock Options exist, the purchase price in the Stock
     Options then outstanding shall be proportionately decreased in the case of
     a split or subdivision or proportionately increased in the case of a
     combination.

          (n)  Common Stock Dividends.  If the Company at any time while this
     Plan is outstanding shall pay a dividend with respect to Stock payable in
     shares, then the purchase price in the Stock Options then outstanding
     shall be adjusted, from and after the date of determination of the
     shareholders entitled to receive such dividend or distribution, to that
     price determined by multiplying the exercise price in effect in each Stock
     Option immediately prior to such date of determination by a fraction (i)
     the numerator of which shall be the total number of shares outstanding
     immediately prior to such dividend or distribution, and (ii) the
     denominator of which shall be the total number of shares outstanding
     immediately after such dividend or distribution.

          (o)  Fractional Shares.  If any adjustment referred to herein shall
     result in a fractional share for any Participant under any option
     hereunder, such fraction shall be completely disregarded and the
     Participant shall only be entitled to the whole number of shares resulting
     from such adjustment.

SECTION 6.  AMENDMENTS AND TERMINATION.

     The Board may amend, alter or discontinue the Plan (or any provision
hereof), but, except as otherwise provided herein, no amendment, alteration, or
discontinuation shall be made which would impair the rights of a Participant
under a Stock Option theretofore granted, without the Participant's consent, or
which, without the approval of the Company's stockholders, would:

          (a)  materially increase the benefits accruing to Participants under
     the Plan;

          (b)  materially increase the number of securities which may be issued
     under the Plan; or

          (c)  materially modify the requirements as to eligibility for
     participation in the Plan.

     The Committee may amend the terms of any Option or other award theretofore
granted, prospectively or retroactively, but, subject to Section 3 above, no
such amendment shall impair the rights of any holder without the holder's
consent. The Committee may also substitute new Options for previously granted
Options (on a one for one or other basis), including previously granted Options
having higher option exercise prices.


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     Subject to the above provisions, the Board shall have broad authority to
amend the Plan to take into account changes in applicable securities and tax
laws and accounting rules, as well as other developments.

SECTION 7. UNFUNDED STATUS OF PLAN.

     The Plan is intended to constitute an "unfunded" plan for incentive and
deferred compensation. With respect to any payments not yet made to a
participant or Participant by the Company, nothing contained herein shall give
any such participant or Participant any rights that are greater than those of a
general creditor of the Company. In its sole discretion, the Committee may
authorize the creation of trusts or other arrangements to meet the obligations
created under the Plan to deliver Stock or payments in lieu of or with respect
to awards hereunder; provided, however, that, unless the Committee otherwise
determines with the consent of the affected participant, the existence of such
trusts or other arrangements is consistent with the "unfunded" status of the
Plan.

SECTION 8. GENERAL PROVISIONS.

          (a)  (i)  The Committee may require each person acquiring Option
     Shares pursuant to a Stock Option to represent to and agree with the
     Company in writing that they are acquiring the Option Shares for investment
     and without a view to distribution thereof. The certificates for such
     Option Shares may include any legend which the Committee deems appropriate
     to reflect any restrictions on transfer.

               (ii) All certificates for Option Shares or other securities
     delivered under the Plan shall be subject to such conditions, stop-transfer
     orders and other restrictions as the Committee may deem advisable under the
     rules, regulations, and other requirements of the Securities and Exchange
     Commission, any stock exchange upon which the Stock is then listed, and any
     applicable Federal or state securities law, and the Committee may cause a
     legend or legends to be put on any such certificates to make appropriate
     reference to such restrictions.

          (b)  Nothing contained in this Plan shall prevent the Board from
     adopting other or additional compensation arrangements, subject to
     stockholder approval if such approval is required; and such arrangements
     may be either generally applicable or applicable only in specific cases.

          (c)  The adoption of the Plan shall not confer upon any employee of
     the Company, a Subsidiary or an Affiliate any right to continued employment
     with the Company, a Subsidiary or an Affiliate, as the case may be, nor
     shall it interfere in any way with the right of the Company, a Subsidiary
     or an Affiliate to terminate the employment of any of its employees at any
     time.

          (d)  No later than the date as of which an amount first becomes
includable in the gross income of the participant for Federal income tax
purposes with respect to the exercise


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     of any Option or any award under the Plan, the Participant shall pay to the
     Company, or make arrangements satisfactory to the Committee regarding the
     payment of, any Federal, state, or local taxes of any kind required by law
     to be withheld with respect to such amount. The obligations of the Company
     under the Plan shall be conditional on such payment or arrangements and the
     Company and its Subsidiaries or Affiliates shall, to the extent permitted
     by law, have the right to deduct any such taxes from any payment of any
     kind otherwise due to the participant.

          (e)  The actual or deemed reinvestment of dividends or dividend
     equivalents in additional types of Plan awards at the time of any dividend
     payment shall only be permissible if sufficient shares of Stock are
     available under Section 3 for such reinvestment, taking into account other
     Plan awards then outstanding.

          (f)  The Plan and all awards made and actions taken thereunder shall
     be governed by and construed in accordance with the laws of the State of
     Illinois.

SECTION 9. EFFECTIVE DATE OF PLAN.

     The Plan shall be effective as of July __, 1998, upon the approval of the
Plan by a majority of the votes cast by the holders of the Company's capital
stock entitled to vote hereon.

SECTION 10. TERM OF PLAN.

     No Stock Option shall be granted pursuant to the Plan on or after the
tenth anniversary of the effective date of the Plan, but awards granted prior
to such tenth anniversary may extend beyond that date, subject to the terms of
the Option Agreement entered into at the time of grant.









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<PAGE>   13
                        INCENTIVE STOCK OPTION AGREEMENT

                             UNIVERSAL ACCESS, INC.

     THIS AGREEMENT made as of this 10th day of July, 1998 between UNIVERSAL
ACCESS, INC. an Illinois corporation, having a principal place of business at
1021 West Adams, Suite 101, Chicago, Illinois 60601 (the "Corporation") and
_____________(the "Employee").

                                   RECITALS:

     A.   The Corporation desires to grant to the Employee an incentive stock
option to purchase shares of its common stock (the "Shares") under and for the
purposes of the Corporation's 1998 Employee Stock Option Plan (the "Plan")
which has been approved by its stockholders; and

     B.   The Corporation and the Employee understand and agree that any terms
used herein have the same meanings as in the Plan (the "Employee" being
referred to in the Plan as a "Participant").

     NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth and for other good and valuable consideration, the parties hereto agree
as follows:

     1.   GRANT OF INCENTIVE OPTION

     The Corporation hereby grants to the Employee the right and option to
purchase all or any part of an aggregate of ________ (_______) Shares on the
terms and conditions and subject to and with the benefit of all the limitations
set forth herein and in the Plan, which is incorporated herein by reference.
The Employee acknowledges receipt of a copy of the Plan. The Incentive Option
granted hereunder is intended to qualify within the meaning of Section 422 of
the Internal Revenue Code as an incentive option.

     2.   PURCHASE PRICE

     The purchase price per share of the Shares shall be $_____.

     3.   EXERCISE OF OPTION

     The Incentive Option granted hereby shall be exercisable as to [insert
exercise provisions]


                                   OPTIONAL:

     [Notwithstanding the above, in the event of the sale of all or
substantially all of the assets or common stock of the Corporation or the
merger or consolidation of the Corporation into or with another entity of which
the beneficial owners of the Company shall own less than 51% of the successor
entity, then any of the Incentive Options shall be exercisable on the date
immediately preceding the consummation of such transaction.]

<PAGE>   14

     4.   TERM OF OPTION

     a.   Termination of Employment. The Incentive Option shall terminate ten
(10) years from the date of this Agreement, but shall be subject to earlier
termination as provided herein or in the Plan. If the Employee ceases to be
providing services for the benefit of the Corporation (other than for
termination by the Corporation of such services other than for "cause," to be
determined in accordance with the agreement entered into or to be entered into
between Employee and the Corporation), then his Incentive Option shall
terminate on the date of termination of his employment, provided that he may
exercise all or a portion of his Option to the extent that such right to
exercise has accrued on the date of his termination during the thirty (30) day
period following his termination. An Employee's employment shall not be deemed
terminated by reason of a transfer to another employer which is an affiliate of
the Corporation.

     b.   Total and Permanent Disability. If Employee ceases to be an employee
of the Corporation by reason of Disability, his Incentive Option shall
terminate on the date of Disability provided that he may exercise all or a
portion of this Incentive Option to the extent that the right to purchase
Shares hereunder has accrued on the date such Employee becomes Disabled as
determined by the Board (or the Committee if applicable) for a period of not
more than six months after the date that he became Disabled as determined by
the Board (or the Committee if applicable) (notwithstanding that Employee might
have been able to exercise the Incentive Option as to some or all of the Shares
on a later date if Employee had not become Disabled) or, if earlier, within the
originally prescribed term of the Incentive Option.

     c.   Death. In the event that Employee ceases to be an employee of the
Corporation by reason of such Employee's death, his Incentive Option shall
terminate on the date of death, provided that all or a portion of this
Incentive Option to the extent that the right is exercisable but not exercised
on the date of death may be exercised by Employee's Survivors. Such Incentive
Option must be exercised by the Survivors, if at all, within six (6) months
after the date of death of Employee or, if earlier, within the originally
prescribed term of the Incentive Option, notwithstanding that the decedent
might have been able to exercise the Incentive Option as to some or all of the
shares on a later date if the Employee were alive and had continued to be an
employee of the Corporation or of an Affiliate.

     Paragraph 4(a) shall control and fix the rights of Employee if Employee
ceases to be an employee of the Corporation for any reason other than death or
Disability and who subsequently becomes Disabled (within the meaning of the
term "Disability" as used in the Plan) or dies. Nothing in Paragraphs 4(b) and
4(c) shall be applicable in any such case except only that, in the event of
such a subsequent death within the period allowed for exercise of the Incentive
Option by Paragraph 4(a) (i.e., within thirty (30) days after the termination
of employment or, if earlier, within the originally prescribed term of the
Incentive Option) Employee's Survivors may exercise the Incentive Option to the
extent permitted by Paragraph 4(a), within six (6) months after the date of
death of such participant but in no event beyond ten (10) years after the date
of the grant of an Incentive Option.



                                      -2-

<PAGE>   15

     5.   EXERCISE OF OPTION AND ISSUE OF STOCK

     The Incentive Option may be exercised in whole or in part (to the extent
that it is exercisable in accordance with its terms) by giving written notice
to the Corporation. Such written notice shall be signed by the person
exercising the Incentive Option, shall state the number of Shares with respect
to which the Incentive Option is being exercised, shall contain the legends, if
any, required by Section 6 of this Agreement and shall specify a date (other
than a Saturday, Sunday or legal holiday) not less than five (5) nor more than
ten (10) days after the date of such written notice, as the date on which the
Shares will be taken up and payment made therefor, at the principal office of
the Corporation during ordinary business hours, or at such other hour and place
agreed upon by the Corporation and the person or persons exercising the
Incentive Option. Such notice shall also otherwise comply with the terms and
conditions of this Agreement and the Plan. (The conditions specified above may
be waived in the sole discretion of the Corporation.) On the date specified in
such written notice (which date may be extended by the Corporation if any law
or regulation requires the Corporation to take any action with respect to the
Incentive Option Shares prior to the issuance thereof, the Corporation shall
accept payment for the Incentive Option Shares and shall deliver an appropriate
certificate or certificates for the Shares as to which the Incentive Option was
exercised to the Employee.

     The Incentive Option price of any shares shall be payable at the time of
exercise either:

          a.   in cash or by certified check or bank check; or

          b.   in whole Shares of the Corporation's common stock owned by the
     person exercising the option for six months or more, with a fair market
     value equal to the option price provided, however, that if such shares were
     acquired pursuant to an incentive stock option plan as defined in Code
     Sections 422 or prior Code Section 422A of the Corporation or Affiliate
     including this Plan or a qualified stock option plan as defined in prior
     Code Section 422 that the applicable holding period requirements of said
     Sections 422 and 422A have been met with respect to such shares; or

          c.   any combination of (a) and (b) above.

     The fair market value of the stock to be applied toward the Incentive
Option price shall be determined as of the date of exercise of the Incentive
Option in a manner consistent with the determination of fair market value with
respect to the grant of an option under the Plan. Any certificate for shares of
outstanding stock of the Corporation used to pay the purchase price shall be
accompanied by a stock power duly endorsed in blank by the registered holder of
the certificate, with signature guaranteed in the event the certificate shall
also be accompanied by instructions from Employee to the Corporation's transfer
agent with respect to disposition of the balance of the shares covered thereby.



                                      -3-
<PAGE>   16
     The Corporation shall pay all original issue taxes with respect to the
issue of Shares pursuant hereto and all other fees and expenses necessarily
incurred by the Corporation in connection therewith. The holder of this
Incentive Option shall have the rights of a shareholder only with respect to
those Shares covered by the Incentive Option which have been registered in the
holder's name in the share register of the Corporation upon the due exercise of
the Incentive Option.

     6.   LEGENDS

     Certificates representing Shares which are purchased pursuant to this
Agreement shall bear the following legends in addition to such other legends as
counsel to the Company may deem appropriate:

          "The shares represented by this certificate are subject to all of the
          terms, conditions, limitations and restrictions set forth in the
          Universal Access, Inc. 1998 Employee Stock Option Plan ("Plan") as
          approved by the Corporation's stockholders, a copy of which is on file
          with the Company and the Incentive Stock Option Agreement under which
          the shares were purchased. All terms, conditions, limitations and
          restrictions of the Plan and the Incentive Stock Option Agreement are
          fully binding upon the holder of the certificate, his or her
          successors, estate, heirs, assigns, personal representative,
          administrator, executor or guardian as the case may be, for all
          purposes until such time that all terms, conditions, limitations and
          restrictions of the Plan are removed, waived, or otherwise vacated in
          the Plan as expressly authorized thereunder;" and

          "These shares have not been registered under the federal or applicable
          state securities laws and instead are being issued pursuant to
          exemption contained in said laws. The shares represented by this
          certificate may not be transferred unless (1) a registration statement
          with respect to such shares shall be effective under the Securities
          Act of 1933, as amended, or (2) the Corporation shall have received an
          opinion of counsel satisfactory to it that no violation of such act or
          similar state acts will be involved in such transfer, or (3) the
          Corporation shall have received a "no action" letter from the
          Securities and Exchange Commission covering such transfer and an
          opinion as referred to above relating to state law."

     7.   NON-ASSIGNABILITY

     Except as provided in Section 4(c), this Incentive Option shall not be
transferable by the Employee and shall be exercisable only by the Employee.


                                      -4-
<PAGE>   17

      8.    NOTICES

      Any notices required or permitted by the terms of this Agreement or the
Plan shall be given by registered or certified mail, return receipt requested,
addressed as follows:

      To the Corporation:                 Universal Access, Inc.
                                          1021 West Adams St., Suite 101
                                          Chicago, Illinois 60601

      With a Copy to:                     Shefsky & Froelich Ltd.
                                          444 North Michigan Avenue
                                          Suite 2400
                                          Chicago, IL 60611
                                          Attention: Mitchell D. Goldsmith

      To the Employee:
                                          -----------------------------------
                                          -----------------------------------
                                          -----------------------------------

or to such other address or addresses of which notice in the same manner has
previously been given. Any such notice shall be deemed to have been given when
mailed in accordance with the foregoing provisions.

      9.    GOVERNING LAW

      This Agreement shall be construed and enforced in accordance with the
laws of the State of Illinois.

      10.   BINDING AGREEMENT

      This Agreement shall be binding upon the heirs, executors,
administrators, successors and assigns of the parties hereto.



                                      -5-
<PAGE>   18

      IN WITNESS WHEREOF, the Corporation has caused these presents to be
executed on its behalf and its corporate seal to be hereto affixed by its duly
authorized representative and the Employee has hereunto set his hand and seal,
all on the day and year first above written.


                                          UNIVERSAL ACCESS, INC.


                                          By:
                                             --------------------------------
                                             President


                                          EMPLOYEE


                                             --------------------------------



                                      -6-