RECITALS

                        AMENDMENT TO EMPLOYMENT AGREEMENT

      THIS  AMENDMENT TO EMPLOYMENT  AGREEMENT  ("Agreement")  is made as of the
10th day of May, 2000 by and between ICG Communications, Inc. ("Employer" or the
"Company") and Xxxxx Xxxxxxxxxx ("Employee").

                                    RECITALS

      WHEREAS,  the Company and  Employee  previously  entered into that certain
Employment Agreement dated as of January 7, 2000 ("Employment Agreement");

      WHEREAS, the parties desire to amend certain of the terms of the
Employment Agreement;

      NOW,  THEREFORE,  in  consideration of the mutual covenants and agreements
contained herein, the parties agree as follows:

1.   Section 5.3.  Section 5.3 is hereby  amended to add a penultimate  sentence
     which shall read as follows:  "At the time of the occurrence of a Change of
     Control  all  options  to  purchase  shares of the  Company  that have been
     granted to Employee  pursuant to the  Company's  Stock  Option Plans and/or
     award  agreements,  but not yet vested,  will immediately vest and Employee
     shall be entitled to exercise such options in accordance with the plans and
     agreements relating to such options,  provided,  however,  that the options
     granted under the Share Price  Appreciation  Vesting  Non-Qualified  Option
     Agreement  dated as of January 7, 2000  between  Employee  and the  Company
     shall not vest on an  accelerated  basis upon the occurrence of a Change of
     Control  of the  Company  except  as  expressly  set  forth in that  option
     agreement."

2.   Other  Terms  and  Conditions.  All  other  terms  and  conditions  of  the
     Employment  Agreement  shall  remain in full force and effect,  as if fully
     stated herein.

3.   Capitalized  Terms.  Capitalized  and  defined  terms  shall  have the same
     meaning  as that  accorded  them in the  Employment  Agreement,  unless the
     context requires otherwise.

4.   Conflict.  If there are any  conflicting  terms or  conditions  between the
     terms and  conditions of this Amendment and the terms and conditions of the
     Employment  Agreement,  the terms and  conditions  of the  Amendment  shall
     control.



      IN WITNESS  WHEREOF,  each of the parties  hereto has duly  executed  this
Amendment as of the date first written above.

                                    ICG COMMUNICATIONS, INC.



                                           --------------------------
                                    Name:   /s/ Xxxxxxx X. Beans, Jr.
                                           --------------------------
                                    Title: President & COO
                                           --------------------------



                                           /s/ Xxxxx Xxxxxxxxxx

                                           --------------------------
                                           Xxxxx Xxxxxxxxxx