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                                                               Exhibit 10.22.2

                    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 Robert J. Pommer, Jr. (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.   All references in the Agreement to Vice President and Chief Operating
Officer shall be deleted and replaced by references to Chief Operating Officer,
Chief Technical Officer and Secretary.

     2.   The figure of $150,000 in paragraph A (1) of Exhibit A to the
Agreement shall be deleted and replaced by the figure of $215,000.

     3.   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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     4.  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/ Patrick C. Shutt
                                       -----------------------------------
                                       Name:  Patrick C. Shutt
                                       Title: President and CEO


          EMPLOYEE:                By: /s/ Robert J. Pommer, Jr.
                                       -----------------------------------
                                       Robert J. Pommer, Jr.