AMENDMENT TO EMPLOYMENT AGREEMENT

        This Amendment  to Employment Agreement ("Amendment") is  made as of the
13th  day of  April, 2000 by and  between  ICG  Communications, Inc., a Delaware
corporation ("Company") and William S. Beans, Jr. ("Employee").

                                 R E C I T A L S

        WHEREAS,  the Company and Employee  previously entered into that certain
Employment Agreement dated as of December 22, 1999 (the "Employment Agreement");

        WHEREAS, the  Company and Employee  desire to  amend and  modify certain
terms and conditions of the Employment Agreement;

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

        1.  Compensation  and  Benefits.  Section  3.5  (1)  of  the  Employment
Agreement is hereby amended, to read as follows: "14,814 stock options under the
Company's  1998 Stock  Option Plan with an  exercise  price equal to the closing
stock price of the  Company's  common  stock on June 28,  1999  vesting in equal
increments over three (3) years."

        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 this 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.                           Williams S. Beans, Jr.


 /s/  J. Shelby Bryan                              /s/ William S. Beans, Jr.
- ----------------------------                      ------------------------------
Name: J. Shelby Bryan
     -----------------------
Title: Chairman and CEO
      ----------------------