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                                                                 EXHIBIT 10.21.2


                    AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT

     Amendment No. 2 dated as of February 1, 2000 (the "Amendment") to the
Employment, Non-Competition and Proprietary Rights Agreement, as amended, and
any exhibits thereto (the "Agreement") by and between Universal Access, Inc., a
Delaware corporation (the "Company") and Patrick C. Shutt (the "Employee"). Any
capitalized terms not defined herein shall have the meanings assigned to those
terms in the Agreement.


                                    RECITALS

     A.  Company and Employee entered into the Agreement on September 15, 1998
and amended the Agreement by letter agreement dated February 8, 1999.

     B.  Company and Employee desire to amend the Agreement to reflect certain
changes agreed to by the Company and the Employee.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, it is hereby agreed as
follows:

     1.  The figure of $155,000 in paragraph A (1) of Exhibit A to the Agreement
shall be deleted and replaced by the figure of $235,000.

     2.  Section 6.3 of the Agreement is hereby deleted in its entirety and
replaced by the following:

                6.3  Entire Agreement; Amendments, Etc. This Agreement and the
         Indemnification Agreement dated as of January 7, 2000 between the
         Company and Employee (as the Indemnification Agreement may be amended,
         restated or otherwise modified) contain the entire agreement and
         understanding of the parties hereto, and supersede all prior agreements
         and understandings relating to the subject matter hereof and thereof.
         Except as provided in Section 4.4(b), no modification, amendment,
         waiver or alteration of this Agreement or any provision or term hereof
         shall in any event be effective unless the same shall be in writing,
         executed by both parties hereto, and any waiver so given shall be
         effective only in the specific instance and for the specific purpose
         for which given.
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     3.  Miscellaneous. Upon the execution and delivery of this Amendment, the
Agreement shall be amended and supplemented as set forth herein, as fully and
with the same effect as if the amendments and supplements made hereby were set
forth in the Agreement as of the date hereof. This Amendment and the Agreement
shall henceforth be read, taken and construed as one and the same instrument,
but this Amendment shall not operate so as to render invalid or improper any
action previously taken under this Agreement.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of February 1, 2000.



          COMPANY:                 UNIVERSAL ACCESS, INC.,
                                   a Delaware corporation


                                   By: /s/ Robert J. Pommer, Jr.
                                       -----------------------------------
                                       Name:  Robert J. Pommer, Jr.
                                       Title: Chief Operating Officer


          EMPLOYEE:                By: /s/ Patrick C. Shutt
                                       -----------------------------------
                                       Patrick C. Shutt