<PAGE>   1

                                                                   EXHIBIT 10.38

                              AMENDED AND RESTATED
                                 PROMISSORY NOTE

$275,000.00                                       Chicago, Illinois
                                                  Effective as of August 4, 1999
                                                  Executed December 6, 1999


     FOR VALUE RECEIVED, Donna M. Shore ("Borrower") promises to pay to
Universal Access, Inc. (the "Lender") or order, at 100 North Riverside Plaza,
Suite 2200, Chicago, Illinois 60606, or such other place as the Lender or holder
hereof may from time to time designate, the principal sum of TWO HUNDRED
SEVENTY-FIVE THOUSAND Dollars ($275,000.00).

1.   Interest Rate. Interest shall accrue on the unpaid principal portion of
     this Note at the rate of six percent (6%) per annum, simple interest.

2.   Payment Schedule. Principal and accrued and unpaid interest, if any, shall
     be due and payable on August 4, 2004 (the "Maturity Date").

3.   Repayment of Indebtedness. On or before the Maturity Date, Borrower shall
     repay the entire principal and interest owing under this Note by one of the
     following methods (or, with respect to principal, the method described in
     the following sentence), to be selected in Borrower's sole discretion: (i)
     in cash or immediately available funds; or (ii) if the shares (the
     "Shares") of common stock (the "Common Stock") of Lender are no longer
     subject to the restrictions on transfer (the "Transfer Restrictions") set
     forth in the Amended and Restated Shareholders Agreement dated as of June
     30, 1999 by and among Lender and other parties thereto (as amended, the
     "Shareholders Agreement"), by delivering and transferring to Lender the
     number of shares of Common Stock whose Fair Market Value equals the entire
     principal and interest owing under this Note as of the Maturity Date. In
     addition to the repayment methods described in the previous sentence,
     Borrower may repay the entire principal amount owing under this Note by
     delivering and transferring to Lender 100,000 Shares, so long as the Shares
     are no longer subject to the Transfer Restrictions set forth in the
     Shareholders Agreement.

     The Fair Market Value of the Common Stock shall be determined (i) by
     reference to the national securities market or exchange on which the Common
     Stock is traded on the Maturity Date, or (ii) if the Common Stock is not
     traded on a national securities market or exchange on the Maturity Date, by
     the board of directors of Lender acting in good faith based upon a
     valuation report prepared by an independent valuation firm or consultant.
     Notwithstanding any provision of this Note, the Lender shall not be
     required to accept Shares or Common Stock in repayment of amounts due
     hereunder if the Lender is restricted by law or written agreement from
     doing so. The number of Shares referred to above shall be adjusted to give
     effect to any stock split, stock dividend or combination of the

<PAGE>   2

     Common Stock occurring after the date hereof. With respect to principal
     owing under this Note, this Note is with recourse to Borrowers' interest in
     the Shares but without recourse to Borrower personally. With respect to
     interest owing under this Note, this Note is recourse to Borrower
     personally.

     Any repayment under this paragraph 3 which is made in Shares shall include
     only Shares owned by Borrower for six months or more prior to the date of
     repayment (and shall not include any Shares acquired upon the exercise of
     any stock options granted to Borrower as of the date hereof), 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 Lender or any affiliate including any qualified stock option plan as
     defined in prior Code Section 422, then the applicable holding period
     requirements of said Sections 422 and 422A shall have been met with respect
     to such Shares.

4.   Prepayment. Borrower shall have the right to prepay all or any part of the
     unpaid balance hereof at any time, without premium or penalty.

5.   Security. Borrower agrees that at such time at the Shares are no longer
     subject to the transfer restrictions set forth in the Shareholders
     Agreement, or, if earlier, at such time as Borrower has obtained a waiver
     by the other parties to the Shareholders Agreement of the transfer
     restrictions on the Shares, then Borrower shall execute and deliver to
     Lender a Stock Pledge Agreement pursuant to which Borrower will pledge the
     Shares to Lender as a collateral security (the "Collateral") for the
     principal owing under this Note. Unless and until Borrower delivers to
     Lender a Stock Pledge Agreement, the Shares shall not be deemed to have
     been pledged or otherwise transferred to Lender. Borrower and Lender agree
     that the reference to the Shares set forth in this paragraph shall not
     constitute a "Transfer" as defined in the Shareholders Agreement.

6.   Amendment of Note. This Note may be terminated or amended only by prior
     written consent of Lender and Borrower. This Note amends and restates in
     its entirety, effective as of August 4, 1999, the Promissory Note dated
     August 4, 1999 delivered by Borrower to Lender.

7.   Governing Law. This Note shall be governed by and construed in accordance
     with the internal laws of the State of Illinois, without giving effect to
     the conflict of law principles thereof, in which state it shall be
     performed, and shall be binding upon Borrower and his heirs and assigns.

<PAGE>   3

                                        BORROWER:

                                        /s/ DONNA M. SHORE
                                        ----------------------------------------
                                        Donna M. Shore


                                        LENDER:

                                        UNIVERSAL ACCESS, INC.


                                        By: /s/ PATRICK C. SHUTT
                                           -------------------------------------
                                           Name:  Patrick C. Shutt
                                           Title: President and Chief Executive
                                                     Officer
                                                  100 North Riverside Plaza
                                                  Suite 2200
                                                  Chicago, IL 60606