EX-10.19 Maintenance Agreement,

Exhibit 10.19

CITYNET TELECOMMUNICATIONS, INC.
8405 Colesville Road
Silver Spring, Maryland  20910

Ladies and Gentlemen:

Reference is made to the Maintenance Agreement, dated as of July 23, 2003 (as amended, supplemented or otherwise modified from time to time, the “Maintenance Agreement”), between Universal Access, Inc. (“UAI”) and CityNet Telecommunications, Inc. (“CityNet”).  This letter shall evidence the agreement of Universal Access Global Holdings Inc. (“UAGH”), UAI (together with UAGH, “UAXS”) and CityNet to terminate the Maintenance Agreement and allocate the financial responsibility of certain other items upon the terms and subject to the conditions set forth herein.

1.                            Termination of Maintenance Agreement .  The Maintenance Agreement shall be terminated (automatically and without further notice to or consent of either party thereto) at 11:59 P.M. (Chicago time) on November 30, 2003 or such earlier date as UAI shall specify in writing to CityNet (the “Service Termination Time”).  From the date hereof through and including the Service Termination Time, CityNet shall continue to deliver to UAI all monitoring services contemplated by the Maintenance Agreement in accordance with the terms thereof.  From and after the Service Termination Time, CityNet shall have no further obligation to UAXS under the Maintenance Agreement.

UAXS hereby acknowledges and agrees that, from and after the effectiveness of this letter agreement through the Service Termination Time, CityNet’s only liability under the Maintenance Agreement shall be to provide monitoring services.  In furtherance of the foregoing (and not in limitation thereof), it is expressly acknowledged and agreed that UAXS shall be solely obligated to perform all jet washing maintenance required from and after July 24, 2003 with respect to the fiber rings purchased by it from CityNet; provided that CityNet shall remain solely liable for any penalties incurred by UAXS because of the breach by CityNet of any of its jet washing obligations owing prior to the date hereof.

2.                            Termination Fee .  In consideration of the agreement of CityNet to provide service through the Service Termination Time and to terminate the Maintenance Agreements at the Service Termination Time, UAXS shall pay to CityNet a termination fee in the amount equal to $90,000 (the “Termination Fee”).  The Termination Fee shall be paid by wire transfer of immediately available funds in accordance with the wire transfer instructions provided on

Schedule C hereto and shall be made within one business day following the date this letter agreement has been executed by both parties.

The payment of the Termination Fee shall constitute the full and final settlement and satisfaction of all amounts owing from CityNet to UAXS and all amounts owing from UAXS to CityNet (in each such case) as of the date hereof, other than (x) any amounts owing hereunder or otherwise described herein and (y) amounts owing pursuant to, or contemplated by, the Stock Purchase Agreement, dated as of July 23, 2003, between CityNet Telecommunications, Inc. and Universal Access Global Holdings, Inc., as the same has been or may be amended, supplemented or otherwise modified from time to time.  For purposes of clarification, it is understood and agreed that the payment of the Termination Fee shall constitute full and final settlement and satisfaction of all claims by CityNet and UAXS for payment and/or reimbursement due on account of services rendered through the date hereof by employees of CityNet or UAXS (as the case may be) to the other, whether pursuant to the letter agreement, dated as of July 23, 2003, or otherwise.

3.                            MCI Obligation .  Certain of the services provided by CityNet to UAXS under the Maintenance Agreement were outsourced by CityNet to WORKNET INC (“WORKNET”) and provided by WORKNET pursuant to an agreement with CityNet (the “WORKNET Agreement”).  In reliance upon UAXS’ agreements herein, CityNet has entered into a letter agreement with WORKNET (the “WORKNET Termination Agreement”; a copy of which is attached hereto as Exhibit A), providing for the termination of the WORKNET Agreement upon the terms and subject to the conditions set forth therein and, among other things, providing for CityNet to incur the MCI Obligation (as defined in the WORKNET Termination Agreement).

UAXS hereby agrees to assume the obligations of CityNet on account of the MCI Obligation (as defined in the WORKNET Termination Agreement).  UAXS hereby further agrees to indemnify CityNet against, and to hold harmless CityNet from, any and all obligations, liabilities and expenses incurred by CityNet on account of the MCI Obligation or otherwise as a result of the breach or default by UAXS of its obligations under this Section 3.

4.                            Purchase of Equipment :  UAXS hereby agrees to pay to CityNet the amount equal to $50,000 as payment in full for the purchase by UAXS of the equipment listed on Schedule A hereto (including, regardless of whether listed on Schedule A, all equipment acquired by CityNet from WORKNET pursuant to the WORKNET Termination Agreement) (the “Monitoring Equipment”).  Such payment shall be made without setoff or counterclaim in immediately available funds on or prior to the Service Termination Time.  At the Service Termination Time, title to the Monitoring Equipment shall pass to UAXS without further act on the part of any party and free from liens and other encumbrances.  CityNet shall use its best efforts to obtain from WORKNET or shall itself provide (in either such case, at the sole cost and expense of UAXS) such evidence as UAXS may from time to time reasonably request to evidence UAXS’ title to the Monitoring Equipment.

Promptly following the Service Termination Time, UAXS shall (at its sole cost and expense) remove from the WORKNET Data Center in Naperville, Illinois all Monitoring Equipment that is identified on Schedule A as being located at such location (the “NOC Equipment”).  Neither CityNet nor WORKNET makes any representation or warranty concerning the condition or usability of the Monitoring Equipment, except that WORKNET has represented and warranted that the NOC Equipment has been in proper working order for the period of 30 days ending on October 10, 2003.

Schedule B identifies the software used by WORKNET in connection with the Monitoring Equipment that has been licensed by WORKNET under a licensing agreement that does not permit the assignment by WORKNET of the relevant license without consent of the licensor.  Unless CityNet has received written evidence (which evidence CityNet shall promptly forward to WORKNET) that the licensor of such software has approved its transfer to UAXS (through CityNet), WORKNET shall have the right to remove such software from the relevant Monitoring Equipment prior to its delivery to UAXS.  CityNet shall cooperate with UAXS (including, without limitation, by seeking assistance from WORKNET to the extent contemplated by the WORKNET Termination Agreement) in obtaining consent to the transfer of such licenses, provided that such cooperation shall not require out-of-pocket expenditures by CityNet or WORKNET or otherwise become unduly burdensome to CityNet or WORKNET.  Any sales or transfer taxes due on account of the transfer of the Monitoring Equipment shall be the obligation of UAXS and shall be paid to CityNet (or its designee) within seven business days following receipt by WORKNET of a reasonably detailed invoice for such taxes.

5.                            Other Obligations .  UAXS hereby acknowledges and agrees that:

(a)                       Assumption .  UAXS shall be liable for the following costs and expenses from and after July 24, 2003 (or, in the cases of clauses (v) through (ix) below, from and after the date hereof):

(i)                          telephone services being provided to UAXS’ office in Silver Spring, Maryland by Verizon (PRI line, analog lines and data circuit under three accounts) at a base cost of approximately $2,500 per month (plus any applicable usage and similar charges); provided that UAXS will only be liable for seventy five percent of the charges identified in this clause (i) for the period from July 24, 2003 through December 31, 2003;

(ii)                       internet connectivity being provided to UAXS’ office in Silver Spring, Maryland by Qwest at a cost of $3,986 per month and for a term expiring on July 2004; provided that UAXS’ liability on account of this clause will only be for seventy five percent of the charges identified in this clause (ii), and UAXS’ liability shall only cover periods from July 24, 2003 through December 31, 2003;

(iii)                    long distance telephone service being provided to UAXS’ office in Silver Spring, Maryland by Qwest; provided that UAXS will only be liable for seventy

five percent of the charges identified in this clause (iii) for the period from July 24, 2003 through December 31, 2003;

(iv)                   the lease of one photocopier from IOS Capital at a cost of $571.20 per month (plus any usage charges) and for a term expiring on April 2004; and

(v)                      facilities locating services being provided by Northern Lights for the network in Indianapolis, Indiana at a cost of $1,500 per month;

(vi)                   facilities locating services being provided by John Cooke for the network in Albuquerque, New Mexico at a cost of $275.00 per day;

(vii)                excavation notification services being provided by New Mexico One Call for the network in Albuquerque, New Mexico of $51.00 per quarter;

(viii)             excavation notification services being provided by IUPPS for the network in Indianapolis, Indiana of $50.00 per quarter;

(ix)                     warehousing of disaster recovery system and materials in Indianapolis, Indiana with JD Harris in the amount of $2,400.00 per month.

For amounts owing on the obligations described above from and after October 16, 2003, UAXS shall pay CityNet within five business days following receipt from CityNet of a reasonably detailed invoice therefore.  UAXS shall cooperate in good faith with CityNet to cause the counterparty to the relevant agreements to acknowledge such assumption and to release CityNet from its relevant obligations thereunder, provided that such acknowledgement shall not cause UAXS to be liable for any amount greater than that which would have been due as reimbursement to CityNet in the absence of such acknowledgement and that obtaining such acknowledgement shall not be unreasonably burdensome to UAXS.

(b)                      Reimbursement .  UAXS hereby agrees to pay to CityNet the amount of  $15.453.88 on account of the obligations described in clause (a) above for the period from July 24, 2003 through October 15, 2003 (as more specifically detailed on Schedule C hereto).   Such payment is in full and final settlement and satisfaction of all claims by CityNet for such items during such period, subject to the last sentence of this clause (b).  Such amount shall be paid to CityNet within five business days following the date this letter agreement is executed by both parties.  Nothing contained herein shall be deemed to release UAXS from liability for any amounts owing on account of obligations described in clause (a) above for which CityNet receives invoices after October 15, 2003 (regardless of whether the obligation accrued prior to such date).

(c)                       Office Lease .  UAXS hereby acknowledges and agrees that it is obligated to assume the obligations of CityNet on account of CityNet’s lease of office space at 8405 Colesville Road in Silver Spring, Maryland (the “Office Space”) and to make available to CityNet up to 50% of the Office Space free of charge through July 23,

2004.  Notwithstanding the foregoing, CityNet will vacate the Office Space upon not less than 30 days prior written notice in the event that UAXS subleases the Office Space or terminates the lease with respect to the Office Space and, as a result thereof, will no longer be able to provide such space to CityNet; provided , however , that UAXS will continue to make available to CityNet at least two private offices in the Office Space free of charge through July 23, 2004 in the event that UAXS continues to occupy any material portion of the Office Space following such sublease or termination.

UAXS hereby further agrees to take such action as CityNet may from time to time reasonably request in order to cause CityNet to be released from its obligations under that lease; provided that UAXS shall not be required to pay any amounts (other than payment of amounts due under such lease) to encourage the landlord to effect such release.  In the alternative, CityNet may request that UAXS enter into a sublease agreement with CityNet that mirrors the terms in all material respects of CityNet’s primary lease.  Until such time (if any) as CityNet has been so released, UAXS shall be obligated to reimburse CityNet for all amounts paid by CityNet pursuant to such lease, with such reimbursement to be made in arrears within 10 business days following receipt from CityNet of a reasonably detailed invoice for such amounts.

6.                            Miscellaneous .

(a)                       Governing Law .  This letter agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Illinois, excluding its choice of law principles.

(b)                      No Assignments .  This letter agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns; provided, however , that, except to the extent explicitly provided for herein, neither party shall assign its rights or delegate its duties hereunder without the prior written consent of the other party.

(c)                       Notices .  Any notice, request, demand or other communication required or permitted under this letter agreement shall be given in writing and shall be deemed to have been duly given (i) upon receipt, if delivered in person, (ii) upon confirmation of receipt, if delivered by telecopier, (iii) on the second following business day, if sent by overnight mail or overnight courier or (iv) three days after such notice is mailed by certified or registered mail, return receipt requested, postage prepaid.  Any such notice, request, demand or other communication that is to be delivered by overnight mail, overnight courier, or certified or registered mail shall be addressed to the relevant party at the address set forth below (or such