Exhibit 10.7.1


 


FIRST
AMENDMENT TO INDEPENDENT CONTRACTOR AGREEMENT


 


This  First  Amendment to Independent Contractor
Agreement (“Amendment”) is made by and between Universal Access, Inc.
(“Company”) and Anthony Coelho
(“Consultant”).  The provisions below will
be effective on July 1, 2004 (“First Amendment Effective Date”).  If required, this Amendment will not be
effective until the Company’s board of directors approves it.


 


BACKGROUND


 


1.                                       Consultant
and Company entered into an Independent Contractor Agreement dated
November 1, 2003 (the “Agreement”), with respect to certain services to be
provided by Consultant to Company.


 


2.                                       Consultant and
Company wish to amend the Agreement to reflect certain changes.


 


THE
AGREEMENT


 


The parties agree as follows:


 


1.                                       Definitions.  All capitalized terms not defined in this
Amendment have the same meanings given to those terms in the Agreement.


 


2.                                       Commencing
on the First Amendment Effective Date, Section II to Exhibit A of the
Agreement is deleted in its entirety and replaced with the following:


 


A.                                   Compensation
Schedule For Monthly Recurring Charges. 
With respect to each new Service for which Company receives a fixed
Monthly Recurring Charge (as defined below), such as the sale of a private line
circuit, Company will pay Consultant a fee equal to 5% of the Monthly Recurring
Charge it actually receives from the customer introduced by Consultant.  The payment will continue only during the
initial term of the order.  All payments
due under this Section will be made in accordance with Section C.


 


“Monthly Recurring
Charges” means the net monthly recurring charges actually paid to Company.   Monthly Recurring Charges are calculated
after the application of all discounts, credits (including any billing adjustments),
waivers and promotions. Monthly Recurring Charges exclude all other charges;
any revenue associated with any fraudulent use of the services by any customer
introduced by Consultant; and any accounts terminated by Consultant.


 


B.                                     Compensation
Schedule For Non-Recurring Charges. 
With respect to each new Service for which Company does not receive a
fixed Monthly Recurring Charge, such as the provision of consulting services,
Company will pay Consultant a fee.  This
fee will be in an amount equal to 5% of the Service Fees (as defined below)
earned during the initial term of the engagement. All payments due under this
Section from Consultant will be made in accordance with Section C.


 


“Service Fees” means the
net amount paid to Consultant, less any taxes or tax related or tax like
surcharges.


 


C.                                     Compensation
under this Exhibit A will be paid 45 days after the end of the month in which
Company receives the payment. For example, if Company receives Monthly
Recurring


 

















 


Charges associated with a
circuit sale in July, Consultant will be paid 45 days from the end of
July (i.e., mid-September).  For
example, if Company receives a one time payment of Service Fees in
July for a license of data, Consultant will be paid 45 days from the end
of July (i.e., mid-September). 
Consultant will have no liability to Consultant other than the
obligation to pay the compensation described in this Section.


 


D.                                    Consultant
does not have the authority to bind Company, by contract or otherwise, or make
representations as to the policies and procedures of Company.  Company, in its sole discretion and without
prior notice, may elect not to enter into or to terminate an account of a
customer introduced by Consultant for any reason, including but not limited to,
that customer’s credit, bankruptcy or insolvency, inactivity, or breaches of
contract terms and conditions. No additional compensation fees will be due
Consultant on terminated accounts.


 


3.                                       Entire
Agreement.   Except as expressly
modified by this Amendment, the Agreement is and will remain in full force and
effect in accordance with its terms and constitutes the legal and binding
obligations of Consultant and Company. 
This Amendment, including the Agreement, is the complete agreement of
the parties and supersedes any prior agreements or representations, whether
oral or written, with respect to the subject matter of this Amendment.


 


4.                                       Successors
and Assigns.  This Amendment is
binding upon and inures to the benefit of the successors and permitted assigns
of the parties.


 


5.                                       Section References.  Section titles used in this Amendment
have no substantive meaning and are not a part of the parties’ agreement.


 


Company and Consultant have executed this Amendment by their authorized
representatives on the dates set forth below, effective on the First Amendment
Effective Date.


 


	
  ANTHONY COELHO

  	
   

  	
  UNIVERSAL ACCESS, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
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