PAGE   1          EXHIBIT 10.4
<PAGE>
                            ICG COMMUNICATIONS, INC.

                    CERTIFICATE OF DESIGNATION OF THE POWERS,
                PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL
                    AND OTHER SPECIAL RIGHTS OF 8% SERIES A-1
                   CONVERTIBLE PREFERRED STOCK, 8% SERIES A-2
                  CONVERTIBLE PREFERRED STOCK AND 8% SERIES A-3
                        CONVERTIBLE PREFERRED STOCK, AND
                           QUALIFICATIONS, LIMITATIONS
                            AND RESTRICTIONS THEREOF

                            8% Series A-1 Convertible
                            Preferred Stock due 2015

                            8% Series A-2 Convertible
                            Preferred Stock due 2015

                            8% Series A-3 Convertible
                            Preferred Stock due 2015

     ICG  COMMUNICATIONS,  INC.,  a  company  organized  and  existing under the
General Corporation Law of the State of Delaware (the "Company"), certifies that
pursuant  to  the  authority  contained in its Certificate of Incorporation (the
"Certificate  of  Incorporation")  and  its  By-laws  (the  "By-laws"),  and  in
accordance  with  Section  151  of  the  General Corporation Law of the State of
Delaware  (the  "DGCL"),  the  board  of directors of the Company (the "Board of
Directors") at a meeting duly called and held on April 6, 2000 duly approved and
adopted  the  following  resolution,  which resolution remains in full force and
effect  on  the  date  hereof:

     RESOLVED,  that  pursuant to the authority vested in the Board of Directors
by  the  Certificate  of  Incorporation and By-laws, the Board of Directors does
hereby  create,  authorize  and  provide  for  the  issue of three series of the
Company's preferred stock, par value $0.01 per share ("Preferred Stock"), having
the  following  designation,  voting  powers,  preferences  and  relative,
participating,  optional  and  other  special  rights:

     Certain  capitalized  terms  used  herein  are  defined  in  Section  17.

     1.     Number  and  Designation.

     The  Company  shall  have  a  series  of  Preferred  Stock,  which shall be
designated  as  its  8%  Series  A-1  Convertible  Preferred Stock due 2015 (the
"Series A-1 Preferred Stock").  The number of shares constituting the Series A-1
Preferred  Stock  shall  be 50,000. The Company shall have a series of Preferred
Stock,  which  shall  be  designated  as its 8% Series A-2 Convertible Preferred
Stock  due  2015  (the  "Series  A-2  Preferred  Stock").  The  number of shares
constituting  the  Series A-2 Preferred Stock shall be 23,000. The Company shall
have a series of Preferred Stock, which shall be designated as its 8% Series A-3
Convertible  Preferred  Stock  due 2015 (the "Series A-3 Preferred Stock").  The
number  of  shares  constituting the Series A-3 Preferred Stock shall be 75,000.
The  Series  A-1  Preferred  Stock,  Series  A-2  Preferred Stock and Series A-3

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Preferred  Stock  are  referred  to collectively herein, either conjunctively or
disjunctively  as  appropriate  from  the  context,  as  the "Series A Preferred
Stock."  Except  to  the  extent  otherwise  specified  in  this  Certificate of
Designation,  the  powers, preferences and relative, participating, optional and
other  special  rights  of  the Series A-1 Preferred Stock, Series A-2 Preferred
Stock  and Series A-3 Preferred Stock shall be identical and, except as provided
herein  or as may be required by applicable law, the Series A-1 Preferred Stock,
Series  A-2 Preferred Stock and Series A-3 Preferred Stock shall be treated as a
single  class.  Unless  otherwise  specified, references herein to any "Section"
refer  to  the  Section  number  specified  in  this Certificate of Designation.

     2.     Issuance.

     The  Company  may  issue up to 50,000 shares of Series A-1 Preferred Stock,
23,000  shares  of  Series  A-2  Preferred Stock and 75,000 shares of Series A-3
Preferred  Stock,  each  in  accordance  with  the Purchase Agreement; provided,
however,  that  without  the  unanimous  consent  of the holders of the Series A
Preferred  Stock the Company shall not issue (i) any additional shares of Series
A  Preferred  Stock  such  that  the  aggregate  number  of shares of Series A-1
Preferred  Stock,  Series  A-2 Preferred Stock and Series A-3 Preferred Stock at
any  one  time outstanding exceeds 75,000 shares, (ii) more than 2,000 shares of
Series  A-3  Preferred Stock to the initial purchaser thereof in accordance with
the  Purchase Agreement or (iii) more than 73,000 shares of Series A-3 Preferred
Stock  from  time  to  time  upon  automatic  conversion of shares of Series A-1
Preferred Stock or Series A-2 Preferred Stock into Series A-3 Preferred Stock as
provided  in  Section  12(i).

     3.     Registered  Form;  Liquidation  Preference;  Registrar.

     Certificates  for shares of Series A Preferred Stock shall be issuable only
in  registered  form.  The  initial Liquidation Preference per share of Series A
Preferred  Stock  shall  be $10,000 per share plus accrued and unpaid dividends.
The  Company  shall  serve  as  initial  Registrar  and  Transfer  Agent  (the
"Registrar")  for  the  Series  A  Preferred  Stock.

     4.     Registration;  Transfer.

     Shares  of  the Series A Preferred Stock have not been registered under the
Securities  Act  of  1933,  as  amended  (the  "Securities Act"), and may not be
resold,  pledged  or  otherwise  transferred  prior to the date when they may be
resold  pursuant  to  Rule  144  under  the Securities Act other than (i) to the
Company,  (ii)  pursuant  to an exemption from registration under the Securities
Act  or  (iii)  pursuant  to  an  effective  registration  statement  under  the
Securities  Act,  in each case in accordance with any applicable securities laws
of  any state of the United States.  Until such time as it is no longer required
pursuant  to  the Securities Act, certificates evidencing the Series A Preferred
Stock  shall  contain  a  legend (the "Restricted Shares Legend") evidencing the
foregoing restrictions in substantially the form set forth on the form of Series
A  Preferred  Stock  attached  hereto  as  Exhibit  A.  In  the event of certain
transfers of shares of Series A-1 Preferred Stock or Series A-2 Preferred Stock,
the  transferred  shares  shall automatically be converted into shares of Series
A-3  Preferred  Stock  as  provided  in  Section  12(i).

     5.     Paying  Agent  and  Conversion  Agent.

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     (a)     The  Company shall maintain (i) an office or agency where shares of
Series A Preferred Stock may be presented for payment (the "Paying Agent"), (ii)
an  office  or  agency where shares of Series A Preferred Stock may be presented
for  conversion  (the "Conversion Agent"), and (iii) a Registrar, which shall be
an office or an agency where shares of Series A Preferred Stock may be presented
for  transfer.  The  Company may appoint the Registrar, the Paying Agent and the
Conversion Agent and may appoint one or more additional paying agents and one or
more additional conversion agents in such other locations as it shall determine.
The  term  "Paying  Agent"  includes  any  additional paying agent, and the term
"Conversion  Agent"  includes  any additional conversion agent.  The Company may
change  any Paying Agent or Conversion Agent without prior notice to any holder.
The  Company  shall  notify  the Registrar of the name and address of any Paying
Agent  or  Conversion  Agent  appointed by the Company.  If the Company fails to
appoint  or  maintain  another  entity  as Paying Agent or Conversion Agent, the
Registrar  shall act as such.  Notwithstanding the foregoing, the Company or any
of  its Affiliates may act as Paying Agent, Registrar, coregistrar or Conversion
Agent.

     (b)     Neither  the  Company  nor  the  Registrar shall be required (A) to
issue, countersign or register the transfer of or exchange any share of Series A
Preferred  Stock  during  a  period beginning at the opening of business 15 days
before  any  Redemption  Date (as defined under Section 10(d)) and ending at the
close  of business on such Redemption Date or (B) to register the transfer of or
exchange  any  share  of  Series  A  Preferred Stock so selected for redemption.

     (c)     If shares of Series A Preferred Stock are issued upon the transfer,
exchange  or  replacement  of  shares  of  Series  A Preferred Stock bearing the
Restricted  Shares  Legend,  or  if  a request is made to remove such Restricted
Shares  Legend  on  shares  of  Series A Preferred Stock, the shares of Series A
Preferred  Stock  so  issued  shall  bear  the  Restricted Shares Legend, or the
Restricted  Shares  Legend  shall not be removed, as the case may be, unless the
holders of such shares shall request such Legend be removed, and outside counsel
for  such  holders  reasonably determines that the transfer of such shares is no
longer  restricted  by  the  Securities  Act and outside counsel for the Company
reasonably  concurs  in  such  determination.

     (d)     Each  holder  of  a  share  of  Series  A Preferred Stock agrees to
indemnify  the  Company  and  the  Registrar against any liability that directly
results  from  the  transfer,  exchange  or  assignment  by  such holder of such
holder's share of Series A Preferred Stock in violation of any provision of this
Certificate  of  Designation  and/or applicable Federal or state securities law;
provided,  however,  that  such  indemnity  shall  not  apply to acts of willful
misconduct  or  gross negligence on the part of the Company or the Registrar, as
the  case  may  be.

     (e)     Payments  due  on  the  shares of Series A Preferred Stock shall be
payable  at the office or agency of the Paying Agent maintained for such purpose
in  The  City  of  New  York and at any other office or agency maintained by the
Paying  Agent  for  such  purpose.  If  any such payment is in cash, it shall be
payable  in  United States dollars by check drawn on, or wire transfer (provided
that  appropriate  wire  instructions  have been received by the Paying Agent at
least 15 days prior to the applicable date of payment) to a United States dollar
account maintained by the holder with, a bank located in New York City; provided
that  at  the  option of the Company payment of dividends in cash may be made by
check mailed to the address of the person entitled thereto as such address shall
appear  in  the  Series  A  Preferred  Share  Register;  and

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provided  further  that  any  payment to a holder in excess of $100,000 shall be
made  by  wire  transfer  at  the  request  of  such  holder.

     6.     Dividend  Rights.

     (a)     The  holders  of  Series  A  Preferred  Stock  shall be entitled to
cumulative  dividends,  in  preference  to dividends on any Junior Shares, which
shall  accrue  as provided herein. Dividends on each share of Series A Preferred
Stock  will  accrue  on a daily basis at the rate of 8.00% per annum of the then
effective  Liquidation  Preference  of such share from and including the Closing
Date  to  the  first to occur of (i) the date on which such share is redeemed in
accordance  with  Section  10, (ii) the date on which such share is converted in
accordance  with  Section  12  (except  for a conversion of shares of Series A-1
Preferred  Stock  or  Series  A-2  Preferred  Stock  into  shares  of Series A-3
Preferred  Stock  pursuant  to  Section  12(i))or  (iii) the date the Company is
liquidated,  dissolved  or  wound up in accordance with Section 9(c).  Dividends
shall  accrue  as  provided  herein  whether  or  not  such  dividends have been
declared, whether or not there are any unrestricted funds of the Company legally
available  for  the  payment  of dividends and whether or not such dividends are
then  payable  in  cash  as  provided  in Section 11.  The Company will take all
actions required or permitted under the DGCL to permit the payment or accrual of
dividends  on  the  Series  A  Preferred  Stock.  On each Dividend Payment Date,
commencing  June  30,  2000, to and including the June 30, 2005 Dividend Payment
Date,  accrued  dividends  on  a  share  of the Series A Preferred Stock for the
preceding Dividend Period shall be added cumulatively to and thereafter remain a
part of the Liquidation Preference of such share.  Thereafter, accrued dividends
shall  be  payable  quarterly  on  each  Dividend  Payment  Date,  commencing on
September  30,  2005,  as  and  when  declared  out  of  funds legally available
therefor,  to  the  holders  of record of the Series A Preferred Stock as of the
close  of  business  on  the applicable Dividend Record Date.  Accrued dividends
that  are not paid in full in cash on any such Dividend Payment Date (whether or
not declared and whether or not there are sufficient funds legally available for
the  payment  thereof) shall be added cumulatively to the Liquidation Preference
on  the  applicable  Dividend Payment Date and thereafter remain a part thereof.
Accrued  dividends  added  to  the Liquidation Preference of a share of Series A
Preferred Stock in accordance with the foregoing provisions of this Section 6(a)
are  sometimes  referred to in this Certificate as "Accumulated Dividends".  For
purposes  of  determining  the amount of dividends "accrued" (i) as of the first
Dividend  Payment  Date  and as of any date that is not a Dividend Payment Date,
such  amount  shall  be calculated on the basis of  the rate per annum specified
above in this paragraph for the actual number of days elapsed from and including
the  Closing Date (in case of the first Dividend Payment Date and any date prior
to  the first Dividend Payment Date) or the last preceding Dividend Payment Date
(in  case of any other date) to the date as of which such determination is to be
made,  based  on  a 360-day year, and (ii) as of any Dividend Payment Date after
the first Dividend Payment Date, such amount shall be calculated on the basis of
such  rate  per  annum based on a 360-day year of twelve 30-day months. Whenever
the  Company  shall declare or pay any dividend on any Series A Preferred Stock,
the  holders  of  each  share  of  Series A Preferred Stock shall be entitled to
receive  such  dividend  on  a  per  share  basis.

     (b)     If  a Change of Control occurs prior to June 30, 2005 (the time and
date  such  Change  of  Control  occurs  being the "Change of Control Date"), an
amount  equal  to  the  Special  Dividend  shall  be  added  to  the Liquidation
Preference  of  each  share  of  the  Series  A  Preferred

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Stock  as  of  the  Change of Control Date and thereafter remain a part thereof.
The Special Dividend shall be added to the Liquidation Preference without regard
to  whether  or  not the Company has made or intends to make a Change of Control
Offer  or  Purchase  Offer.

     (c)     In  addition  to  all  dividends  provided  for above, whenever the
Company  shall  declare  or  pay  any  dividend in cash on any Common Stock, the
holders  of  Series A Preferred Stock shall be entitled to receive such dividend
on an as converted basis.  Dividends payable pursuant to this Section 6(c) shall
not  reduce  any  dividends  otherwise payable pursuant to Section 6(a) or 6(b).

     7.     Payment  of  Dividend;  Mechanics  of  Payment;  Dividend  Rights
Preserved.
     (a)     Subject  to  Sections  6 and 11, dividends on any share of Series A
Preferred  Stock that are payable, and are punctually paid or duly provided for,
on  any  Dividend Payment Date shall be paid in cash to the person in whose name
such  share  of  Series  A Preferred Stock (or one or more predecessor shares of
Series  A  Preferred  Stock)  is registered at the close of business on the next
preceding  March  15,  June  15, September 15 and December 15 (each, a "Dividend
Record  Date").

     (b)     Except  as  required  by  instruments governing the Preferred Stock
Mandatorily Redeemable 2009 of the Company in accordance with their terms on the
date  hereof,  unless  full  cumulative  dividends  on all outstanding shares of
Series  A Preferred Stock for all past Dividend Periods shall have been declared
and  paid,  or  declared and a sufficient sum for the payment thereof set apart,
then:

     (i)     no  dividend  (other  than  (A)  with  respect  to Junior Shares, a
dividend  payable  solely in Junior Shares, (B) with respect to Parity Shares, a
dividend payable solely in Junior Shares or Parity Shares or (C) with respect to
Parity  Shares,  a  partial dividend paid pro rata on such Parity Shares and the
shares  of  Series A Preferred Stock) shall be declared or paid upon, or any sum
set apart for the payment of dividends upon, any Junior Shares or Parity Shares,
respectively;

     (ii)     no  other  distribution shall be declared or made upon, or any sum
set  apart for the payment of any distribution upon, any Junior Shares or Parity
Shares;

     (iii)     no  Junior Shares or Parity Shares or any warrants, rights, calls
or  options (other than any cashless exercises of options or buybacks of options
or  restricted stock from present or former employees, directors or consultants)
exercisable  for  or  convertible into any Parity Share or Junior Share shall be
purchased,  redeemed  or  otherwise  acquired  (other  than  in  exchange for or
conversion of other Junior Shares or Parity Shares, respectively) by the Company
or  any  of  its  subsidiaries;

     (iv)     no  monies shall be paid into or set apart or made available for a
sinking  or other like fund for the purchase, redemption or other acquisition of
any  Junior  Shares  or  Parity Shares or any warrants, rights, calls or options
exercisable  for  or  convertible into any Parity Shares or Junior Shares by the
Company or any of its subsidiaries (other than any cashless exercises of options
or  option  buybacks);  and

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     (v)     other  than in accordance with Section 13 or 14 of this Certificate
of  Designation,  no  Series  A  Preferred Stock shall be purchased, redeemed or
otherwise acquired by the Company or any of its subsidiaries and no monies shall
be  paid  into,  or set apart or made available for a sinking or other like fund
for  any such purpose, unless all outstanding shares of Series A Preferred Stock
shall  be  purchased,  redeemed  or  otherwise  acquired  by  the  Company.

     Except  as  provided in Sections 6, 12 or 13, holders of Series A Preferred
Stock  will  not be entitled to any dividends, whether payable in cash, property
or  stock,  in  excess  of  the  full  cumulative dividends as herein described.

     (c)     The  Company  will  notify  the  Registrar  and  make  a  public
announcement no later than the close of business on the tenth Business Day prior
to  the  Record  Date for each dividend as to whether it will pay such dividend.

     (d)     Subject  to  the foregoing provisions of this Section 7, each share
of Series A Preferred Stock delivered under this Certificate of Designation upon
registration  of transfer of or in exchange for or in lieu of any other share of
Series  A  Preferred  Stock  shall carry the rights to dividends accumulated and
unpaid,  and  to  accrue,  that  were  carried  by such other shares of Series A
Preferred  Stock.

     (e)     The  holder of record of a share of Series A Preferred Stock at the
close  of  business  on  a  Dividend  Record Date with respect to the payment of
dividends  on the shares of Series A Preferred Stock will be entitled to receive
such  dividends  with  respect  to such share of Series A Preferred Stock on the
corresponding  Dividend  Payment  Date,  notwithstanding  the conversion of such
share  after  such Dividend Record Date and prior to such Dividend Payment Date.

     8.     Voting  Rights.

     (a)     The  holders  of record of shares of Series A Preferred Stock shall
not  be  entitled  to  any  voting rights except as hereinafter provided in this
Section  8  or  as  otherwise  provided  by  law.

     (b)     The  holders  of record of shares of Series A Preferred Stock shall
be  entitled  to  vote  on  all matters that the holders of the Company's Common
Stock  are  entitled  to  vote  upon.

     (c)     In  addition  to the voting rights set forth above, the approval of
the holders of at least the Applicable Percentage of the then Outstanding shares
of  Series  A  Preferred  Stock voting or consenting, as the case may be, as one
separate  class,  will  be  required  for  the  Company  to:

     (i)     amend  the  Certificate  of  Incorporation,  this  Certificate  of
Designation or the By-Laws so as to (A) affect adversely the rights, preferences
(including,  without  limitation,  liquidation  preferences,  conversion  price,
dividend  rate  and Optional Redemption provisions), privileges or voting rights
of  holders  of  any  shares  of  Series  A  Preferred Stock, or (B) increase or
decrease  the  number  of  authorized shares of Series A Preferred Stock, or (C)
alter  the  relative  rights,  preferences  (including,  without  limitation,

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      liquidation  preferences,  conversion  price,  dividend  rate and Optional
Redemption     provisions),  privileges or voting rights as among holders of the
shares  of  Series A-1     Preferred Stock, Series A-2 Preferred Stock or Series
A-3  Preferred  Stock;

     (ii)     in  a  single  transaction  or  series  of  related  transactions,
consolidate  or  merge with or into, or sell, assign, transfer, lease, convey or
otherwise  dispose  of  all or substantially all of its assets to, any person or
adopt  a  plan  of  liquidation  or  dissolution;

     (iii)     enter  into, or permit any of its subsidiaries to enter into, any
agreement  or  transaction  that  would  impose  material  restrictions  on  the
Company's  ability  to  honor  the  exercise of any rights of the holders of the
Series  A  Preferred  Stock  or on the ability of a holder of shares of Series A
Preferred  Stock  to  exercise  full  rights  of  ownership  thereof;

     (iv)     other  than  as  contemplated  by  Section  12(d)(vi)  and Section
12(d)(vii)  or  as otherwise required by instruments governing securities of the
Company  in  existence  on the date of the Purchase Agreement in accordance with
their  terms  on such date, authorize, create, modify the terms of, increase the
authorized amount of or issue any shares of any class or series of equity of the
Company  that  would be deemed to be Parity Shares or Senior Shares with respect
to  rights relating to (a) payments of dividends or distributions, (b) rights to
redemption,  or  (c)  distribution  of  assets  upon liquidation, dissolution or
winding-up,  other  than  issuances of shares of Series A-3 Preferred Stock upon
the  conversion  of shares of Series A-1 Preferred Stock or Series A-2 Preferred
Stock  in  accordance  with  Section  12(i);  or

     (v)     commence  or  effect  any  tender  or exchange offer for all or any
portion  of  the  Common  Stock  or  permit  any  subsidiary  to  do  so.

     As used in this Section 8(c), the "Applicable Percentage" shall mean (A) in
the  case  of clauses (i) and (iii), 75%; (B) in the case of clause (ii)  in the
case  of  a transaction that constitutes a "Qualifying Transaction", a majority,
and  in  the  case  of  a  transaction  that  does  not  constitute a Qualifying
Transaction,  69%; (C) in the case of clause (iv) with respect to Senior Shares,
75%,  and with respect to Parity Shares, 69%; and (D) in the case of clause (v),
a majority.  As used herein, a "Qualifying Transaction" shall mean a transaction
in  which  the  Company  consolidates or merges with or into, or sells, assigns,
transfers,  leases, conveys or otherwise disposes of all or substantially all of
its assets to, a person (i) if the Company is the surviving or continuing person
and  the Series A Preferred Stock shall remain outstanding without any amendment
that  would  adversely  affect the preferences, rights or powers of the Series A
Preferred  Stock,  or  (ii)  if  the  Company is not the surviving or continuing
person,  (a)  the entity formed by such consolidation or merger or to which such
sale,  assignment,  transfer,  lease, conveyance or other disposition shall have
been made (in any such case, the "resulting entity") is a corporation or limited
liability  company  organized and existing under the laws of Bermuda, the United
States  or  any State thereof or the District of Columbia; and (b) the shares of
Series  A  Preferred Stock are converted into or exchanged for and become shares
of  such  resulting  entity, having in respect of such resulting entity the same
(or more favorable) powers, preferences and relative, participating, optional or
other special rights that the shares of Series A Preferred Stock had immediately
prior to such transaction; and, in either case, the Company shall have delivered

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to  the Registrar an Officers' Certificate and an opinion of counsel, reasonably
satisfactory  in form and content, each stating that such consolidation, merger,
conveyance  or  transfer  complies  with  this Section 8 and that all conditions
precedent  herein  provided  for relating to such transaction have been complied
with.

     In  addition  to,  and  not  in  lieu  of,  any approval otherwise required
pursuant  to  Section  8(c)(i), the approval of the holders of a majority of the
outstanding  shares of Series A-1 Preferred Stock, Series A-2 Preferred Stock or
Series  A-3  Preferred  Stock,  as  the  case  may be, shall be required for the
Company  to  amend  the  Certificate  of  Incorporation,  this  Certificate  of
Designation  or  the  By-laws  so as to affect adversely the rights, preferences
(including,  without  limitation,  liquidation  preferences,  conversion  price,
dividend  rate  and Optional Redemption provisions), privileges or voting rights
of  the  holders  of  Series  A-1 Preferred Stock, Series A-2 Preferred Stock or
Series  A-3  Preferred  Stock,  respectively.

     (d)     (i)     For  so  long  as  the  members  of  the  HMTF Group in the
aggregate own any combination of shares of Common Stock and Series A-2 Preferred
Stock  representing  an  amount of Common Stock (on an as-converted basis) that,
taken  together,  equals  at least 4,107,143 shares of Common Stock (as adjusted
for  any  stock  dividends, splits and combinations and similar events affecting
the  Common  Stock  from  time to time), the holders of the Series A-2 Preferred
Stock,  voting  as  a  single  class  by a plurality of the votes cast, shall be
entitled to elect, at any annual meeting of stockholders or special meeting held
in  place  thereof,  or  at  a  special meeting of the holders of the Series A-2
Preferred  Stock  called  as  hereinafter provided, one director, or if greater,
such  number  (rounded  up  to  the  next whole number) equal to 10% of the then
authorized  number  of  members of the Company's Board of Directors, to serve on
the  Board  of  Directors.  At  any  time  after  voting  power  to  elect  such
director(s)  shall  have  become  vested and be continuing in the holders of the
Series  A-2  Preferred  Stock  pursuant to this paragraph, or if a vacancy shall
exist  in  the  office  of  a  director elected by the holders of the Series A-2
Preferred Stock at a time when the holders of the Series A-2 Preferred Stock are
entitled to elect a director pursuant to this paragraph, a proper officer of the
Company  may,  and upon the written request of the holders of record of at least
twenty-five  percent  (25%)  of  the Series A-2 Preferred Stock then outstanding
addressed  to  the Secretary of the Company shall, call a special meeting of the
holders  of  the Series A-2 Preferred Stock for the sole purpose of electing the
director  that such holders are entitled to elect.  If such meeting shall not be
called by a proper officer of the Company within twenty (20) days after personal
service  of  said  written  request upon the Secretary of the Company, or within
twenty  (20)  days  after mailing the same within the United States by certified
mail,  addressed  to  the  Secretary  of  the Company at its principal executive
offices,  then  the  holders of at least twenty-five percent (25%) of the Series
A-2  Preferred  Stock  then  outstanding  may  designate in writing one of their
number to call such  meeting at the expense of the Company, and such meeting may
be  called  by  the person so designated upon the notice required for the annual
meeting  of  stockholders  of  the  Company  and  shall be held at the place for
holding the annual meetings of stockholders.  As used herein, "HMTF Group" means
Hicks,  Muse, Tate & Furst Incorporated, a Texas corporation, and its Affiliates
and  their  respective  officers, directors, partners, members, stockholders and
employees  (and  members of their respective families and trusts for the primary
benefit of such family members) and HM4 ICG Qualified Fund, LLC; HM4 ICG Private
Fund,  LLC;  HM  PG-IV  ICG,  LLC;  HM  4-SBS  ICG  Coinvestors, LLC; HM4-EQ ICG
Coinvestors, LLC and HMTF Bridge ICG, LLC; and their respective Affiliates.  The
action  permitted  or  required  to  be  taken  by  the holders of the Series A-

                                    PAGE   9
<PAGE>


2  Preferred  Stock  pursuant  to  this  Section 8(d)(i) may be taken (1) at any
annual or special meeting of stockholders or at a special meeting of the holders
of  the  Series  A-2  Preferred  Stock,  or (2) without a meeting, without prior
notice,  and  without  a vote if a consent or consents in writing, setting forth
the  action so taken, shall be signed by the holders of the Series A-2 Preferred
Stock  having  not less than the minimum number of votes that would be necessary
to  authorize  or  take such action at a meeting at which all shares held by the
holders  of the Series A-2 Preferred Stock entitled to vote thereon were present
and  voted  and  shall  be  delivered  to the Company by delivery to its address
listed  in  Section  8.2  of  the  Purchase  Agreement.

     (ii)  For  so long as the members of the Liberty Group in the aggregate own
any  combination  of  shares  of  Common  Stock  and  Series A-1 Preferred Stock
representing  an  amount  of Common Stock (on an as-converted basis) that, taken
together,  equals  2,687,571  shares  of Common Stock (as adjusted for any stock
dividends, splits and combinations and similar events affecting the Common Stock
from  time  to time), the holders of the Series A-1 Preferred Stock, voting as a
single  class  by  a  plurality  of  the  votes  cast or by written consent of a
majority  in interest of the holders of the Series A-1 Preferred Stock, shall be
entitled  to  elect  one director, or if greater, such number (rounded up to the
next  whole number) equal to 10% of the then authorized number of members of the
Company's  Board of Directors, to serve on the Board of Directors, at any annual
meeting  of  stockholders  or  special  meeting  held  in place thereof, or at a
special  meeting  of  the  holders  of  the Series A-1 Preferred Stock called as
hereinafter  provided.  At any time after voting power to elect such director(s)
shall  have  become  vested  and  be continuing in the holders of the Series A-1
Preferred  Stock  pursuant to this paragraph, or if a vacancy shall exist in the
office of a director elected by the holders of the Series A-1 Preferred Stock at
a  time when the holders of the Series A-1 Preferred Stock are entitled to elect
a  director pursuant to this paragraph, a proper officer of the Company may, and
upon  the  written  request  of  the  holders  of record of at least twenty-five
percent  (25%)  of  the Series A-1 Preferred Stock then outstanding addressed to
the Secretary of the Company shall, call a special meeting of the holders of the
Series  A-1  Preferred  Stock for the sole purpose of electing the director that
such  holders  are  entitled to elect.  If such meeting shall not be called by a
proper  officer of the Company within twenty (20) days after personal service of
said  written  request  upon the Secretary of the Company, or within twenty (20)
days  after  mailing  the  same  within  the  United  States  by certified mail,
addressed  to  the  Secretary of the Company at its principal executive offices,
then  the  holders  of  at  least  twenty-five  percent  (25%) of the Series A-1
Preferred Stock then outstanding may designate in writing one of their number to
call  such meeting at the expense of the Company, and such meeting may be called
by  the  person so designated upon the notice required for the annual meeting of
stockholders  of  the  Company  and  shall  be held at the place for holding the
annual  meetings  of  stockholders.  As  used  herein, (i) "Liberty Group" means
Liberty  and its Affiliates, and (ii) "Liberty" means Liberty Media Corporation,
a  Delaware  corporation,  provided  that  if substantially all of the assets of
Liberty  Media  Corporation  are  at  any time thereafter contributed to Liberty
Media  Group LLC, a Delaware limited liability company, then from and after such
contribution,  Liberty shall mean Liberty Media Group LLC.  The action permitted
or  required  to  be  taken  by  the  holders  of the Series A-1 Preferred Stock
pursuant  to  this  Section  8(d)(ii)  may be taken (1) at any annual or special
meeting of stockholders or at a special meeting of the holders of the Series A-1
Preferred  Stock,  or  (2)  without  a  meeting,  without  prior

                                    PAGE   10
<PAGE>


notice,  and  without  a vote if a consent or consents in writing, setting forth
the  action so taken, shall be signed by the holders of the Series A-1 Preferred
Stock  having  not less than the minimum number of votes that would be necessary
to  authorize  or  take such action at a meeting at which all shares held by the
holders  of the Series A-1 Preferred Stock entitled to vote thereon were present
and  voted  and  shall  be  delivered  to the Company by delivery to its address
listed  in  Section  8.2  of  the  Purchase  Agreement.

          (iii)  For  so  long  as  the  members  of  the  Liberty Group own any
combination  of  shares  of  Common  Stock  and  Series  A-1  Preferred  Stock
representing  an  amount  of Common Stock (on an as-converted basis) that, taken
together,  equals  8,928,571  shares  of Common Stock (as adjusted for any stock
dividends, splits and combinations and similar events affecting the Common Stock
from  time  to time), the holders of the Series A-1 Preferred Stock, voting as a
single  class by plurality of the votes cast or by written consent of a majority
in  interest of the holders of the Series A-1 Preferred Stock, shall be entitled
to  elect one additional director, or if greater, such number (rounded up to the
next  whole  number) of additional directors equal to 10% of the then authorized
number  of members of the Company's Board of Directors, to serve on the Board of
Directors,  at  any  annual  meeting  of stockholders or special meeting held in
place  thereof,  or  at  a  special  meeting  of  the  holders of the Series A-1
Preferred  Stock called as hereinafter provided.  At any time after voting power
to  elect  such  director(s)  shall  have become vested and be continuing in the
holders  of  the  Series A-1 Preferred Stock pursuant to this paragraph, or if a
vacancy  shall  exist  in the office of a director elected by the holders of the
Series  A-1  Preferred  Stock  at  a  time  when  the  holders of the Series A-1
Preferred  Stock  are entitled to elect a director pursuant to this paragraph, a
proper  officer  of the Company may, and upon the written request of the holders
of  record  of  at  least  twenty-five percent (25%) of the Series A-1 Preferred
Stock  then  outstanding addressed to the Secretary of the Company shall, call a
special  meeting  of  the holders of the Series A-1 Preferred Stock for the sole
purpose  of  electing  the director that such holders are entitled to elect.  If
such  meeting  shall  not  be  called  by a proper officer of the Company within
twenty  (20)  days  after  personal  service  of  said  written request upon the
Secretary  of  the  Company,  or  within twenty (20) days after mailing the same
within  the  United  States by certified mail, addressed to the Secretary of the
Company  at  its  principal  executive  offices,  then  the  holders of at least
twenty-five percent (25%) of the Series A-1 Preferred Stock then outstanding may
designate  in writing one of their number to call such meeting at the expense of
the Company, and such meeting may be called by the person so designated upon the
notice  required for the annual meeting of stockholders of the Company and shall
be held at the place for holding the annual meetings of stockholders. The action
permitted  or  required  to  be taken by the holders of the Series A-1 Preferred
Stock  pursuant  to  this  Section  8(d)(iii)  may be taken (1) at any annual or
special  meeting  of  stockholders or at a special meeting of the holders of the
Series  A-1 Preferred Stock, or (2) without a meeting, without prior notice, and
without  a vote if a consent or consents in writing, setting forth the action so
taken,  shall  be signed by the holders of the Series A-1 Preferred Stock having
not  less  than the minimum number of votes that would be necessary to authorize
or  take such action at a meeting at which all shares held by the holders of the
Series  A-1  Preferred Stock entitled to vote thereon were present and voted and
shall  be  delivered to the Company by delivery to its address listed in Section
8.2  of  the  Purchase  Agreement.

                                    PAGE   11
<PAGE>


     (e)     In  exercising  the  voting  rights set forth in Section 8(b), each
share  of  Series A Preferred Stock shall be entitled to vote on an as-converted
basis  with  the  holders of the Company's Common Stock.  Except as set forth in
the  preceding  sentence  and  in Section 8(d), each share of Series A Preferred
Stock entitled to vote shall have one vote per share, provided, however, that if
the  Company  issues  any other series of preferred stock which has the right to
vote  with  the  Series  A  Preferred  Stock as a single class on any matter not
specified  in  this Section 8, then the Series A Preferred Stock shall have with
respect  to  such  matters  one  vote  per  $10,000 of the aggregate liquidation
preference  of all shares of Series A Preferred Stock; and provided further that
without  the  unanimous  consent of the holders of the Series A Preferred Stock,
the  Company  shall  not issue any other series of preferred stock which has the
right  to vote with the Series A Preferred Stock as a single class on any matter
not  specified  in  this  Section 8, unless such other series of preferred stock
shall  have  with  respect to such matters one vote per $10,000 of the aggregate
liquidation preference of all shares of such other series of preferred stock and
such issuance is otherwise permitted hereunder.  Except as otherwise required by
applicable  law  or  as set forth herein, the shares of Series A Preferred Stock
shall  not  have  any  relative, participating, optional or other special voting
rights  and  powers and the consent of the holders thereof shall not be required
for  the  taking  of  any  corporate  action.

     9.     Ranking;  Liquidation.
     (a)     The  shares  of  Series  A  Preferred  Stock  will, with respect to
dividend  rights and rights on liquidation, winding-up and dissolution, rank (i)
senior to all shares of Common Stock (whether issued in one or more classes) and
to each other class of capital stock or series of Preferred Stock of the Company
(other  than the Preferred Stock Mandatorily Redeemable 2009 of the Company) the
terms  of  which do not expressly provide that it ranks senior to or on a parity
with  the shares of Series A Preferred Stock as to dividend rights and rights on
liquidation,  winding-up  and  dissolution of the Company (collectively referred
to,  together  with  all  shares  of Common Stock (whether issued in one or more
classes)  of  the  Company,  as  "Junior  Shares");  (ii)  on  a parity with the
Preferred  Stock  Mandatorily Redeemable 2009 of the Company and with each other
class of capital stock or series of Preferred Stock of the Company issued by the
Company  in compliance with Section 8, the terms of which expressly provide that
such class or series will rank on a parity with the shares of Series A Preferred
Stock  as  to  dividend  rights  and  rights  on  liquidation,  winding-up  and
dissolution  of  the  Company (collectively referred to as "Parity Shares"); and
(iii)  junior to each class of capital stock or series of Preferred Stock of the
Company  issued  by the Company in compliance with Section 8, the terms of which
expressly  provide  that  such class or series will rank senior to the shares of
Series  A  Preferred  Stock  as  to dividend rights and rights upon liquidation,
winding-up  and  dissolution of the Company (collectively referred to as "Senior
Shares").  The  Series  A-2 Preferred Stock and Series A-3 Preferred Stock shall
be  deemed  to  be Parity Shares with respect to the Series A-1 Preferred Stock;
the Series A-1 Preferred Stock and Series A-3 Preferred Stock shall be deemed to
be  Parity Shares with respect to the Series A-2 Preferred Stock; and the Series
A-1  Preferred Stock and Series A-2 Preferred Stock shall be deemed to be Parity
Shares  with  respect  to  the  Series  A-3  Preferred  Stock.

     (b)     No  dividend  whatsoever shall be declared or paid upon, or any sum
set  apart for the payment of dividends upon, any outstanding shares of Series A
Preferred Stock with respect to any dividend period unless all dividends for all
preceding  dividend  periods  have  been

                                    PAGE   12
<PAGE>


declared and paid, or declared and a sufficient sum set apart for the payment of
such  dividends,  upon  all  outstanding  Senior  Shares.

     (c)     In  the  event of any liquidation, dissolution or winding-up of the
Company, whether voluntary or involuntary, the holders of the shares of Series A
Preferred  Stock  then  Outstanding  shall  be entitled to receive, prior and in
preference  to  any  distribution  of  any  of  the assets of the Company to the
holders  of shares of Common Stock or Junior Shares by reason of their ownership
thereof,  an  amount  equal to the greater of (i) the then effective Liquidation
Preference  of their shares of Series A Preferred Stock, plus an amount equal to
all  dividends accrued and unpaid thereon from the last Dividend Payment Date to
the  date  fixed  for  liquidation, dissolution or winding-up or (ii) the amount
such  holders  would  receive if such holders converted their shares of Series A
Preferred  Stock  into  Common  Stock  immediately  prior  to  such liquidation,
dissolution  or  winding up.  If upon the occurrence of such event the assets of
the  Company  shall be insufficient to permit the payment to such holders of the
full  preferential amount and all liquidating payments on all shares of Series A
Preferred  Stock and any Parity Shares, the entire assets of the Company legally
available  for distribution shall be distributed among the holders of the shares
of  Series  A  Preferred  Stock  and the holders of all Parity Shares ratably in
accordance  with  the respective amounts that would be payable on such shares of
Series  A  Preferred  Stock  and  any  such Parity Shares if all amounts payable
thereon  were paid in full.  After payment of the full preferential amount (and,
if  applicable,  an  amount  equal  to  a  pro  rata  dividend to the holders of
Outstanding  shares  of  Series  A  Preferred  Stock), such holders shall not be
entitled  to  any  additional  distribution  of  assets  of  the  Company.

     10.     Redemption.

     (a)     The  shares  of  Series  A  Preferred  Stock may be redeemed by the
Company  at any time commencing on or after June 30, 2005, in whole or from time
to time in part, at the election of the Company (an "Optional Redemption"), at a
redemption  price  (the "Redemption Price") payable in cash equal to 100% of the
then  effective  Liquidation  Preference  (after  giving  effect  to the Special
Dividend,  if  applicable),  plus  accrued and unpaid dividends thereon from the
last  Dividend  Payment Date to the date of redemption (the "Optional Redemption
Date").

     (b)     Shares  of  Series  A  Preferred  Stock (if not earlier redeemed or
converted)  shall  be  mandatorily redeemed by the Company on June 30, 2015 (the
"Mandatory  Redemption  Date");  provided,  however,  that if such date is not a
Business Day, then the Mandatory Redemption Date shall be the next Business Day,
at  a Redemption Price per share in cash equal to the then effective Liquidation
Preference  (after  giving  effect to the Special Dividend, if applicable), plus
accrued  and unpaid dividends thereon from the last Dividend Payment Date to the
Mandatory  Redemption  Date.

     (c)     In the event of a redemption of fewer than all the shares of Series
A  Preferred  Stock,  the  shares of Series A Preferred Stock will be chosen for
redemption  by  the  Registrar from the Outstanding shares of Series A Preferred
Stock  not previously called for redemption, pro rata or by lot or by such other
method  as  the  Registrar  shall  deem fair and appropriate; provided, that the
Company may redeem (an "Odd-lot Redemption") all shares held by holders of fewer
than 100 shares of Series A Preferred Stock (or by holders that would hold fewer
than  100 shares of Series A Preferred Stock following such redemption) prior to
its  redemption  of

                                    PAGE   13
<PAGE>


other  shares  of  Series A Preferred Stock; provided, further, that the Company
may  not  redeem  a  portion  of  any  share without redeeming the entire share.
Notwithstanding  the foregoing, the Company may not effect an Odd-lot Redemption
with  respect  to  any shares of Series A Preferred Stock held by the members of
the  Liberty  Group or the HMTF Group.  If fewer than all the shares of Series A
Preferred  Stock represented by any share certificate are so to be redeemed, (i)
the  Company  shall issue a new certificate for the shares not redeemed and (ii)
if  any  shares  represented  thereby  are  converted  before termination of the
conversion  right  with  respect  to such shares, such converted shares shall be
deemed (so far as may be) to be the shares represented by such share certificate
that  was selected for redemption.  Shares of Series A Preferred Stock that have
been  converted  during  a selection of shares of Series A Preferred Stock to be
redeemed  shall  be  treated  by the Registrar as outstanding for the purpose of
such  selection  but not for the purpose of the payment of the Redemption Price.

     (d)     In  the  event the Company elects to effect an Optional Redemption,
the Company shall (i) make a public announcement of the redemption and (ii) give
a  redemption  notice (the "Redemption Notice") to the holders not fewer than 30
days  nor  more than 60 days before the redemption date (the "Redemption Date").
Whenever  a  Redemption  Notice is required to be delivered to the holders, such
notice shall provide the information set forth below and be given by first class
mail, postage prepaid to each holder of shares of Series A Preferred Stock to be
redeemed,  at  such  holder's  address appearing in the Series A Preferred Share
Register.  All  Redemption  Notices  shall  identify  the  shares  of  Series  A
Preferred  Stock  to  be  redeemed  (including  CUSIP  number)  and shall state:

     (i)     the  Redemption  Date;

     (ii)     the  applicable  Redemption  Price;

     (iii)     if  fewer  than  all the outstanding shares of Series A Preferred
Stock  are  to  be  redeemed,  the  identification  (and, in the case of partial
redemption,  the  certificate  number,  the  total  number of shares represented
thereby  and the number of such shares being redeemed on the Redemption Date) of
the  particular  shares  of  Series  A  Preferred  Stock  to  be  redeemed;

     (iv)     that  on  the  Redemption Date the Redemption Price, together with
all  accrued  and  unpaid  dividends  from the last Dividend Payment Date to the
Redemption  Date,  will  become due and payable upon each such share of Series A
Preferred  Stock  to be redeemed and that dividends thereon will cease to accrue
on  and  after  said  date;

     (v)     the conversion price, the date on which the right to convert shares
of  Series  A  Preferred  Stock  to  be redeemed will terminate and the place or
places  where  such  shares  of  Series A Preferred Stock may be surrendered for
conversion;  and

     (vi)     the  place or places where such shares of Series A Preferred Stock
are  to be surrendered for payment of the Redemption Price and the other amounts
which  are  then  payable.

     The  Redemption  Notice  shall be given by the Company or, at the Company's
request,  by  the  Registrar  in  the  name  and  at the expense of the Company;
provided  that  if  the

                                    PAGE   14
<PAGE>


Company so requests, it shall provide the Registrar adequate time, as reasonably
determined  by  the  Registrar,  to  deliver  such  notices in a timely fashion.

     (e)     Prior  to  any  Redemption Date, the Company shall deposit with the
Registrar or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust) an amount of consideration sufficient to pay
the  Redemption  Price of all the shares of Series A Preferred Stock that are to
be  redeemed on that date plus all accrued and unpaid dividends thereon from the
last  Dividend  Payment  Date  to the Redemption Date.  If any share of Series A
Preferred  Stock called for redemption is converted, any consideration deposited
with  the  Registrar or with any Paying Agent or so segregated and held in trust
for  the  redemption  of such share of Series A Preferred Stock shall be paid or
delivered  to  the  Company  upon Company Order or, if then held by the Company,
shall  be  discharged  from  such  trust.

     (f)     Notice  of redemption having been given as aforesaid, the shares of
Series A Preferred Stock so to be redeemed shall, on the Redemption Date, become
due  and  payable at the Redemption Price therein specified plus all accrued and
unpaid  dividends  thereon from the last Dividend Payment Date to the Redemption
Date,  and  from  and  after  such date (unless the Company shall default in the
payment  of  the Redemption Price and accrued but unpaid dividends) dividends on
such  shares  of  Series A Preferred Stock shall cease to accrue and such shares
shall  cease  to  be convertible into shares of Common Stock.  Upon surrender of
any  such  shares  of Series A Preferred Stock for redemption in accordance with
said  notice,  such  shares of Series A Preferred Stock shall be redeemed by the
Company at the applicable Redemption Price, together with all accrued and unpaid
dividends  thereon  from  the last Dividend Payment Date to the Redemption Date.
If  any  share of Series A Preferred Stock called for redemption shall not be so
paid  upon  surrender  thereof for redemption, the Redemption Price thereof, and
all  accrued and unpaid dividends thereon from the last Dividend Payment Date to
the  Redemption  Date, shall, until paid, bear interest from the Redemption Date
at  the dividend rate payable on the shares of Series A Preferred Stock and such
shares  shall  remain  convertible.

     (g)     Any  certificate  that  represents  more than one share of Series A
Preferred  Stock  and is to be redeemed only in part shall be surrendered at any
office  or  agency  of  the  Company  designated  for that purpose (with, if the
Company  or  the  Registrar  so  requires,  due  endorsement  by,  or  a written
instrument  of  transfer  in  form satisfactory to the Company and the Registrar
duly  executed  by,  the  holder  thereof  or  his  attorney  duly authorized in
writing), and the Company shall execute, and the Registrar shall countersign and
deliver  to the holder of such share of Series A Preferred Stock without service
charge, a new Series A Preferred Stock certificate or certificates, representing
any number of shares of Series A Preferred Stock as requested by such holder, in
aggregate  amount equal to and in exchange for the number of shares not redeemed
and  represented  by  the  Series  A Preferred Stock certificate so surrendered.

     (h)     If  a share of Series A Preferred Stock is redeemed subsequent to a
Dividend  Record  Date with respect to any Dividend Payment Date and on or prior
to  such  Dividend  Payment  Date,  then  the  accrued dividends payable on such
Dividend  Payment  Date  will  be paid to the person in whose name such share of
Series A Preferred Stock is registered at the close of business on such Dividend
Record  Date.

                                    PAGE   15
<PAGE>


     (i)     Any  redemption  pursuant  to this Section 10 shall be made only to
the extent the Company has sufficient funds legally available therefor; provided
that if the shares of Series A Preferred Stock are not redeemed on the Mandatory
Redemption  Date  because  sufficient funds are not available, the Company shall
have  a continuing obligation to redeem such shares as and when sufficient funds
become  available.

     11.     Method  of  Payments.

     The  Company  may  make  any  dividend payments in cash with respect to any
dividend  period  beginning after June 30, 2005.  Any dividends not paid in cash
on  a  current basis on the applicable Dividend Payment Date with respect to all
periods  after June 30, 2005, and all dividends with respect to periods prior to
June 30, 2005, shall not be paid in cash but rather shall constitute Accumulated
Dividends.  No  payment  may  be  made  in  respect  of Accumulated Dividends as
dividends.  Rather,  Accumulated  Dividends  shall  be  added to the Liquidation
Preference.  Dividends  may  not  be  paid  by  delivery  of  shares of Series A
Preferred  Stock.

     12.     Conversion.

     (a)     Subject  to  and  upon  compliance  with  the  provisions  of  this
Certificate  of  Designation,  at the option of the holder thereof, any share of
Series  A  Preferred Stock (including without limitation any share of Series A-3
Preferred  Stock  issued  upon  automatic  conversion  of  a share of Series A-1
Preferred  Stock or Series A-2 Preferred Stock pursuant to Section 12(i)) may be
converted  at  any  time into a number of fully paid and nonassessable shares of
Common  Stock (calculated as to each conversion to the nearest 1/100 of a share)
equal  to (i) the then effective Liquidation Preference thereof plus accrued and
unpaid  dividends to the date of conversion divided by (ii) the Conversion Price
in  effect at the time of conversion.  Such conversion right shall expire at the
close  of  business  on the Business Day next preceding the Mandatory Redemption
Date.  In  case  a  share  of Series A Preferred Stock is called for redemption,
such  conversion  right  in  respect  of the share so called shall expire at the
close of business on the Business Day next preceding the Redemption Date, unless
the  Company  defaults  in  making  the  payment  due  upon  redemption.

     The  Conversion  Price shall initially be $28.00 per share of Common Stock.
The  Conversion  Price  shall  be  adjusted  in certain instances as provided in
Section  12(d)  and  Section  12(e).

     (b)     In  order  to  exercise the conversion privilege, the holder of any
share  of  Series  A  Preferred  Stock  to  be  converted  shall  surrender  the
certificate  for  such  share,  duly  endorsed  or assigned to the Company or in
blank,  at  any  office  or  agency  of the Company maintained for that purpose,
accompanied  by  written notice to the Company at such office or agency that the
holder elects to convert such share or, if fewer than all the shares of Series A
Preferred  Stock  represented by a single share certificate are to be converted,
the  number  of  shares  represented  thereby  to  be  converted.

     Shares  of  Series A Preferred Stock shall be deemed to have been converted
immediately  prior  to  the  close  of  business on the day of surrender of such
shares  for  conversion in accordance with the foregoing provisions, and at such
time  the  rights  of  the  holders  of  such

                                    PAGE   16
<PAGE>

shares as holders shall cease, and the person or persons entitled to receive the
shares  of  Common  Stock  issuable  upon  conversion  shall  be treated for all
purposes  as the record holder or holders of such shares of Common Stock at such
time.  As  promptly  as practicable on or after the conversion date, the Company
shall  issue  and  shall  deliver  at  such  office  or  agency a certificate or
certificates  for  the  number  of  full  shares  of  Common Stock issuable upon
conversion.

     In  the  case  of  any  conversion of fewer than all the shares of Series A
Preferred  Stock  evidenced  by  a certificate, upon such conversion the Company
shall  execute  and  the  Registrar  shall countersign and deliver to the holder
thereof,  at  the  expense  of  the  Company,  a new certificate or certificates
representing  the  number  of  unconverted  shares  of Series A Preferred Stock.

     (c)     No  fractional  shares  of  Common  Stock  shall be issued upon the
conversion  of  a  share of Series A Preferred Stock.  If more than one share of
Series  A Preferred Stock shall be surrendered for conversion at one time by the
same  holder,  the number of full shares of Common Stock which shall be issuable
upon  conversion  thereof shall be computed on the basis of the aggregate number
of shares of Series A Preferred Stock so surrendered.  Instead of any fractional
shares  of Common Stock which would otherwise be issuable upon conversion of any
share  of  Series A Preferred Stock, the Company shall round down to the nearest
whole  share  if  such  fraction  is an amount less than 0.5 and round up to the
nearest  whole  share if such fraction is an amount equal to or greater than 0.5
and  shall  issue  the  appropriate  number of full shares of Common Stock which
shall  be  issuable  upon  conversion  in  accordance  with  the  foregoing.

     (d)     The  Conversion  Price  shall  be adjusted from time to time by the
Company  as  follows:

     (i)     If  the  Company  shall  hereafter  pay  a  dividend  or  make  a
distribution  to all holders of the outstanding shares of Common Stock in shares
of  Common  Stock,  the Conversion Price in effect at the opening of business on
the date following the date fixed for the determination of shareholders entitled
to  receive  such dividend or other distribution shall be reduced by multiplying
such  Conversion  Price by a fraction of which the numerator shall be the number
of  shares  of  Common  Stock outstanding at the close of business on the Common
Stock Record Date (as defined in Section 12(d)(vi)) fixed for such determination
and  the  denominator  shall  be  the sum of such number of shares and the total
number  of  shares  constituting  such  dividend  or  other  distribution,  such
reduction  to  become effective immediately after the opening of business on the
day  following the Common Stock Record Date.  If any dividend or distribution of
the type described in this Section 12(d)(i) is declared but not so paid or made,
the Conversion Price shall again be adjusted to the Conversion Price which would
then  be  in  effect  if  such  dividend  or distribution had not been declared.

     (ii)     (a)  In  case the Company shall issue or sell any Common Stock, or
securities  convertible into or exercisable or exchangeable for shares of Common
Stock (other than Common Stock, or securities convertible into or exercisable or
exchangeable  for  shares  of Common Stock, issued (A) pursuant to the Company's
existing  or  future  stock  option  plans  or pursuant to any other existing or
future  Common  Stock-related  director  or  employee  compensation  plan  or
arrangement  of  the  Company  approved  by  the

                                    PAGE   17
<PAGE>

Board  of  Directors  (provided  that, with respect to any stock option or other
right  granted  after April 7, 2000, the per share exercise price of such option
or  right  is equal to or greater than the per share Closing Price of the Common
Stock  on  the  date  of  the  grant  thereof),  (B)  as  consideration  for the
acquisition  of  a business or of assets (provided that the fair market value of
such  business or assets, as determined by the Board of Directors in good faith,
is  equal  to  or  greater than the aggregate Current Market Price of the Common
Stock  to  be  issued  as  consideration  for  such  acquisition,  in  each case
determined  at the time the Company enters into a binding agreement with respect
to  such acquisition),  (C) pursuant to warrants outstanding on the date hereof,
(D)  upon  the  conversion of any shares of Series A Preferred Stock pursuant to
Section  12(a),  (E)  upon  the  automatic  conversion  of  shares of Series A-1
Preferred  Stock  or Series A-2 Preferred Stock pursuant to Section 12(i) or (F)
upon  exercise  or  conversion  of  any security the issuance of which caused an
adjustment  under the provisions hereof or the issuance of which did not require
adjustments  hereunder),  for  a  consideration  per  share  (or, in the case of
convertible or exchangeable securities having a conversion or exchange price per
share of Common Stock) less than the Current Market Price of the Common Stock on
the  date  of  such issuance the Conversion Price in effect immediately prior to
such  issuance  or  sale  shall be reduced effective as of immediately following
such  issuance  or  sale by multiplying such Conversion Price by a fraction, (1)
the  numerator  of  which shall be the sum of (x) the number of shares of Common
Stock  outstanding immediately prior to such issuance or sale and (y) the number
of  shares  of  Common Stock which the aggregate consideration receivable by the
Company  for  the total number of additional shares of Common Stock so issued or
sold  (or  issuable  on  conversion, exercise or exchange) would purchase at the
Current  Market  Price  in effect immediately prior to such issuance or sale and
(2)  the denominator of which shall be the sum of the number of shares of Common
Stock  outstanding  immediately prior to such issuance or sale and the number of
additional  shares  of  Common  Stock  to  be issued or sold (or, in the case of
convertible  or  exchangeable  securities,  issuable  on conversion, exercise or
exchange);

     (b)  If  the Company shall offer or issue rights or warrants to all holders
of  its  outstanding  shares  of Common Stock entitling them to subscribe for or
purchase  shares  of  Common  Stock  at  a price per share less than the Current
Market Price (as defined in Section 12(d)(viii)) on the Common Stock Record Date
fixed  for  the determination of shareholders entitled to receive such rights or
warrants,  the  Conversion  Price shall be adjusted so that the same shall equal
the  price  determined  by  multiplying  the  Conversion  Price in effect at the
opening  of  business  on  the  date  after  such  Common Stock Record Date by a
fraction  of  which  the numerator shall be the number of shares of Common Stock
outstanding  at  the  close of business on the Common Stock Record Date plus the
number of shares of Common Stock which the aggregate offering price of the total
number  of  shares  of  Common  Stock  subject  to such rights or warrants would
purchase  at such Current Market Price and of which the denominator shall be the
number  of  shares  of  Common Stock outstanding at the close of business on the
Common  Stock  Record  Date plus the total number of additional shares of Common
Stock  subject  to  such  rights or warrants for subscription or purchase.  Such
adjustment  shall  become effective immediately after the opening of business on
the  day  following  the  Common  Stock  Record  Date fixed for determination of
shareholders  entitled  to  purchase or receive such rights or warrants.  To the
extent  that  shares  of  Common  Stock  are  not  delivered  pursuant

                                    PAGE   18
<PAGE>

to such rights or warrants, upon the expiration or termination of such rights or
warrants the Conversion Price shall again be adjusted to be the Conversion Price
which would then be in effect had the adjustments made upon the issuance of such
rights  or  warrants  been  made  on the basis of delivery of only the number of
shares  of  Common Stock actually delivered.  If such rights or warrants are not
so  issued,  the  Conversion  Price shall again be adjusted to be the Conversion
Price  which would then be in effect if such date fixed for the determination of
shareholders entitled to receive such rights or warrants had not been fixed.  In
determining  whether any rights or warrants entitle the holders to subscribe for
or  purchase  shares of Common Stock at less than such Current Market Price, and
in  determining  the  aggregate  offering  price of such shares of Common Stock,
there shall be taken into account (x) any consideration received for such rights
or  warrants,  with  the  value  of  such  consideration  and the amount of such
exercise  or  subscription  price,  if  other than cash, to be determined by the
Board  of  Directors  and  (y)  the amount of any exercise price or subscription
price  required  to  be  paid  upon  exercise  of  such  warrants  or  rights.

     (iii)     If  the  outstanding  shares  of Common Stock shall be subdivided
into  a greater number of shares of Common Stock, the Conversion Price in effect
at  the  opening  of  business  on  the  day  following  the day upon which such
subdivision becomes effective shall be proportionately reduced, and, conversely,
if  the  outstanding  shares  of  Common  Stock shall be combined into a smaller
number  of shares of Common Stock, the Conversion Price in effect at the opening
of  business  on  the  day following the day upon which such combination becomes
effective shall be proportionately increased, such reduction or increase, as the
case  may  be,  to become effective immediately after the opening of business on
the  day  following  the  day upon which such subdivision or combination becomes
effective.

     (iv)     If  the Company shall, by dividend or otherwise, distribute to all
holders  of its shares of Common Stock any class of capital stock of the Company
(other than any dividends or distributions to which Section 12(d)(i) applies) or
evidences  of  its indebtedness, cash or other assets (including securities, but
excluding  any  rights or warrants of a type referred to in Section 12(d)(ii)(b)
and  Spinoff Securities and dividends and distributions paid exclusively in cash
and  excluding  any  capital  stock,  evidences  of indebtedness, cash or assets
distributed  upon a merger or consolidation to which Section 12(e) applies) (the
foregoing  hereinafter  in  this  Section  12(d)(iv)  called  the  "Distributed
Securities"),  then, in each such case, the Conversion Price shall be reduced so
that  the  same  shall  be  equal  to  the  price  determined by multiplying the
Conversion  Price  in  effect  immediately prior to the close of business on the
Common Stock Record Date (as defined in Section 12(d)(viii) with respect to such
distribution  by  a  fraction of which the numerator shall be the Current Market
Price (determined as provided in Section 12(d)(viii)) on such date less the fair
market  value  (as  determined  by  the  Board  of  Directors,  whose good faith
determination  shall be conclusive and described in a resolution of the Board of
Directors)  on  such  date  of  the  portion  of  the  Distributed Securities so
distributed applicable to one share of Common Stock and the denominator shall be
such  Current Market Price, such reduction to become effective immediately prior
to  the  opening  of business on the day following the Common Stock Record Date;
provided,  however,  that,  in  the  event  the  then  fair  market value (as so
determined)  of  the  portion  of  the  Distributed  Securities  so  distributed
applicable  to  one  share  of  Common

                                    PAGE   19
<PAGE>

Stock  is  equal to or greater than the Current Market Price on the Common Stock
Record  Date,  in  lieu of the foregoing adjustment, adequate provision shall be
made  so  that  each holder of shares of Series A Preferred Stock shall have the
right  to  receive upon conversion of a share of Series A Preferred Stock(or any
portion  thereof)  the  amount  of Distributed Securities such holder would have
received  had  such  holder  converted such share of Series A Preferred Stock(or
portion  thereof)  immediately  prior to such Common Stock Record Date.  If such
dividend  or  distribution  is  not  so paid or made, the Conversion Price shall
again  be  adjusted  to be the Conversion Price which would then be in effect if
such  dividend or distribution had not been declared.  If the Board of Directors
determines  the  fair  market  value  of  any  distribution for purposes of this
Section  12(d)(iv)  by reference to the actual or when issued trading market for
any  securities  constituting all or part of such distribution, it must in doing
so consider the prices in such market over the same period used in computing the
Current  Market  Price  pursuant  to  Section  12(d)(vi) to the extent possible.

     Rights  or  warrants distributed by the Company to all holders of shares of
Common  Stock  entitling the holders thereof to subscribe for or purchase shares
of  the  Company's  capital  stock  (either  initially  or  under  certain
circumstances),  which  rights  or warrants, until the occurrence of a specified
event  or  events  ("Dilution  Trigger Event"): (A) are deemed to be transferred
with  such  shares  of  Common  Stock; (B) are not exercisable; and (C) are also
issued in respect of future issuances of shares of Common Stock, shall be deemed
not  to  have  been  distributed  for purposes of this Section 12(d)(iv) (and no
adjustment  to  the  Conversion  Price  under  this  Section  12(d)(iv) shall be
required) until the occurrence of the earliest Dilution Trigger Event, whereupon
such  rights  or  warrants  shall  be  deemed  to  have  been distributed and an
appropriate  adjustment  to  the  Conversion  Price under this Section 12(d)(iv)
shall  be  made.  If  any  such  rights or warrants, including any such existing
rights or warrants distributed prior to the first issuance of shares of Series A
Preferred  Stock,  are subject to subsequent events, upon the occurrence of each
of  which  such  rights  or  warrants  shall  become  exercisable  to  purchase
securities,  evidences  of  indebtedness or other assets, then the occurrence of
each such event shall be deemed to be such date of issuance and record date with
respect  to  new  rights  or  warrants  (and  a termination or expiration of the
existing  rights  or  warrants,  without  exercise  by  the holder thereof).  In
addition, in the event of any distribution (or deemed distribution) of rights or
warrants,  or  any Dilution Trigger Event with respect thereto, that was counted
for purposes of calculating a distribution amount for which an adjustment to the
Conversion  Price  under this Section 12(d)(iv) was made, (1) in the case of any
such  rights  or  warrants  which  shall  all  have been redeemed or repurchased
without  exercise  by  any  holders  thereof,  the  Conversion  Price  shall  be
readjusted  upon  such  final  redemption  or  repurchase to give effect to such
distribution  or Dilution Trigger Event, as the case may be, as though it were a
cash  distribution to which this Section 12(d)(iv) were applicable, equal to the
per  share  redemption  or  repurchase  price received by a holder or holders of
shares  of  Common  Stock with respect to such rights or warrants (assuming such
holder  had  retained such rights or warrants), made to all holders of shares of
Common  Stock  as  of  the date of such redemption or repurchase, and (2) in the
case  of  such  rights  or  warrants which shall have expired or been terminated
without  exercise  by  any  holders  thereof,  the  Conversion  Price  shall  be
readjusted  as  if  such  rights  and  warrants  had  not  been  issued.

     Notwithstanding  any  other  provision  of  this  Section  12(d)(iv) to the
contrary, rights, warrants, evidences of indebtedness, other securities, cash or
other  assets  (including,

                                    PAGE   20
<PAGE>

without  limitation,  any  rights distributed pursuant to any shareholder rights
plan)  shall be deemed not to have been distributed for purposes of this Section
12(d)(iv) if the Company makes proper provision so that each holder of shares of
Series  A  Preferred  Stock  on the date fixed for determination of shareholders
entitled  to receive such distribution shall receive upon such distribution, the
amount  and kind of such distributions that such holder would have been entitled
to  receive  if  such  holder had, immediately prior to such determination date,
converted  such  share of Series A Preferred Stock into a share of Common Stock.

     For  purposes of this Section 12(d)(iv) and Sections 12(d)(i) and (ii), any
dividend or distribution to which this Section 12(d)(iv) is applicable that also
includes  shares  of  Common  Stock,  or  rights or warrants to subscribe for or
purchase  shares  of  Common Stock to which Section 12(d)(ii) applies (or both),
shall be deemed instead to be (A) a dividend or distribution of the evidences of
indebtedness,  assets,  shares  of  capital stock, rights or warrants other than
such  shares  of  Common  Stock or rights or warrants to which Section 12(d)(ii)
applies  (and  any Conversion Price reduction required by this Section 12(d)(iv)
with  respect  to  such dividend or distribution shall then be made) immediately
followed  by  (B)  a  dividend or distribution of such shares of Common Stock or
such  rights or warrants (and any further Conversion Price reduction required by
Sections  12(d)(i)  or  12(d)(ii)  with respect to such dividend or distribution
shall  then  be  made),  except  that  (1)  the Common Stock Record Date of such
dividend  or  distribution  shall  be  substituted  as  "the  date fixed for the
determination  of  stockholders  entitled  to  receive  such  dividend  or other
distribution",  "the  Common Stock Record Date fixed for such determination" and
"the  Common  Stock  Record  Date" within the meaning of Section 12(d)(i) and as
"the  date  fixed for the determination of shareholders entitled to receive such
rights  or  warrants", "the Common Stock Record Date fixed for the determination
of  the  share  holders  entitled  to receive such rights or warrants" and "such
Common  Stock Record Date" for purposes of Section 12(d)(ii), and (2) any shares
of  Common  Stock  included in such dividend or distribution shall not be deemed
"outstanding  at the close of business on the date fixed for such determination"
for  the  purposes  of  Section  12(d)(i).

     (v)     If  a  tender  offer made by the Company or any of its subsidiaries
for  all  or  any  portion of the Common Stock expires and such tender offer (as
amended upon the expiration thereof) requires the payment to shareholders (based
on the acceptance (up to any maximum specified in the terms of the tender offer)
of  Purchased  Shares)  of an aggregate consideration having a fair market value
(as  determined  by the Board of Directors, whose good faith determination shall
be  conclusive  and  described  in a resolution of the Board of Directors) that,
combined  together with the aggregate of the cash plus the fair market value (as
determined  by  the  Board of Directors, whose good faith determination shall be
conclusive  and  described  in a resolution of the Board of Directors) as of the
expiration  of  such  tender  offer,  of consideration payable in respect of any
other  tender  offers  by  the Company or any of its subsidiaries for all or any
portion  of  the  shares of Common Stock expiring within the 12 months preceding
the  expiration  of  such  tender  offer  and  in respect of which no adjustment
pursuant to this Section 12(d)(v) has been made, exceeds 5% of the net income of
the Company reported for the 12 month period ending with the fiscal quarter next
preceding  such  payment  (the "12 Month Net Income") (determined as of the last
time  (the  "Expiration  Time")  tenders  could  have been made pursuant to such
tender  offer  (as it may be amended)), then, and in each such case, immediately
prior  to  the  opening  of business on the day after the date of the Expiration

                                    PAGE   21
<PAGE>

Time,  the  Conversion  Price shall be adjusted so that the same shall equal the
price determined by multiplying the Conversion Price in effect immediately prior
to  the  close  of  business on the date of the Expiration Time by a fraction of
which  the  numerator  shall be the number of shares of Common Stock outstanding
(including any tendered shares) at the Expiration Time multiplied by the Current
Market  Price  of a share of Common Stock on the trading day next succeeding the
Expiration  Time  and  the  denominator  shall be the sum of (x) the fair market
value  (determined  as  aforesaid)  of  the  aggregate  consideration payable to
shareholders  based  on the acceptance (up to any maximum specified in the terms
of  the tender offer) of all shares validly tendered and not withdrawn as of the
Expiration  Time  (the  shares deemed so accepted, up to any such maximum, being
referred  to  as  the  "Purchased  Shares") and (y) the product of the number of
shares of Common Stock outstanding (less any Purchased Shares) at the Expiration
Time  and  the Current Market Price of the shares of Common Stock on the trading
day  next  succeeding  the  Expiration  Time,  such reduction (if any) to become
effective  immediately prior to the opening of business on the day following the
Expiration Time.  If the Company is obligated to purchase shares pursuant to any
such  tender  offer,  but the Company is permanently prevented by applicable law
from  effecting  any  such  purchases  or  all such purchases are rescinded, the
Conversion  Price shall again be adjusted to be the Conversion Price which would
then be in effect if such tender offer had not been made.  If the application of
this  Section  12(d)(v)  to  any tender offer would result in an increase in the
Conversion  Price,  no adjustment shall be made for such tender offer under this
Section  12(d)(v).

     (vi)     If  the  Company  effects  a  Spinoff,  the  Company  shall  make
appropriate  provision  so that the holders of Series A Preferred Stock have the
right to exchange their shares of Series A Preferred Stock on the effective date
of the Spinoff for (a) shares of Exchange Preferred Stock of the Company and (b)
shares  of  Mirror Preferred Stock of the issuer of the Spinoff Securities.  The
sum  of  the  initial liquidation preference of the shares of Exchange Preferred
Stock  and  Mirror Preferred Stock delivered in exchange for a share of Series A
Preferred  Stock  will  equal  the  Liquidation  Preference of, plus accrued and
unpaid  dividends  on, a share of Series A Preferred Stock on the effective date
of  the  Spinoff.  The  Mirror  Preferred  Stock  will have an aggregate initial
liquidation  preference  equal  to  the  product  of  the  aggregate Liquidation
Preference  of,  plus  accrued  and  unpaid dividends on, the shares of Series A
Preferred  Stock  exchanged  therefor and the quotient of (x) the product of the
number  (or fraction) of Spinoff Securities that would have been receivable upon
such  Spinoff  by a holder of the number of shares of Common Stock issuable upon
conversion  of  a  share  of  Series  A Preferred Stock immediately prior to the
record  date  for the Spinoff and the average of the daily Closing Prices of the
Spinoff  Securities for the period of ten consecutive trading days commencing on
the  tenth  trading  day following the effective date of the Spinoff, divided by
(y) the sum of the amount determined pursuant to clause (x), plus the fair value
of  the  shares  of  Common  Stock  and other securities or property (other than
Spinoff  Securities)  that  would have been receivable by a holder of a share of
Series A Preferred Stock upon conversion thereof immediately prior to the record
date  for  the  Spinoff  (such fair value to be determined in the case of Common
Stock or other securities with a Closing Price in the same manner as provided in
clause  (x)  and  otherwise  by  the  Board  of Directors in the exercise of its
judgment).  The  shares  of  Exchange  Preferred  Stock  will  have an aggregate
initial

                                    PAGE   22
<PAGE>

liquidation preference equal to the difference between the aggregate Liquidation
Preference  of  plus  accrued  and  unpaid  dividends  on the shares of Series A
Preferred  Stock  exchanged  therefor  and  the  aggregate  initial  liquidation
preference  of the Mirror Preferred Stock.  From and after the effective date of
such  Spinoff,  the  holders of any shares of Series A Preferred Stock that have
not  been  exchanged  for Mirror Preferred Stock and Exchange Preferred Stock as
provided  above  shall  have  no  conversion  rights under these provisions with
respect  to  such  Spinoff  Securities.

     (vii)     If  the Company or a subsidiary of the Company (the applicable of
the  foregoing  being  the "Offeror") makes an Exchange Offer, the Offeror shall
concurrently  therewith  make  an  equivalent  offer  to the holders of Series A
Preferred  Stock  pursuant  to  which such holders may tender Series A Preferred
Stock,  based upon the number of shares of Common Stock into which such tendered
shares  of  Series  A  Preferred  Stock  are  then  convertible  (and in lieu of
tendering  outstanding  shares  of  Common  Stock),  together  with  any  other
consideration  that  may  be  required  to  be tendered pursuant to the Exchange
Offer,  and  receive  in  exchange therefor, in lieu of Exchange Securities (and
other  property,  if  applicable),  Mirror  Preferred  Stock  with  an aggregate
liquidation  preference  equal  to  the aggregate Liquidation Preference of plus
accrued and unpaid dividends on the shares of Series A Preferred Stock exchanged
therefor.  Whether  or not a holder of Series A Preferred Stock elects to accept
the  offer  and tender Series A Preferred Stock, no adjustment to the Conversion
Price  will be made in connection with the Exchange Offer.  If an Exchange Offer
is  made  as  discussed  above,  the  Offeror  shall,  concurrently  with  the
distribution  of  the  offering  circular or prospectus and related documents to
holders  of Common Stock, provide each holder of Series A Preferred Stock with a
notice  setting  forth  the  offer  described herein and describing the Exchange
Offer,  the  Exchange  Securities  and  the Mirror Preferred Stock.  Such notice
shall  be  accompanied  by the offering circular, prospectus or similar document
provided  to holders of Common Stock in respect of the Exchange Offer and a copy
of the certificate of designations (or similar document) proposed to be filed by
the  Offeror  in  order  to establish the Mirror Preferred Stock.  No failure to
mail  the  notice  contemplated  herein  or any defect therein or in the mailing
thereof  shall  affect  the  validity  of  the  applicable  Exchange  Offer.

     (viii)     For  purposes  of  this Section 12(d), the following terms shall
have  the  meaning  indicated:

     "Closing Price" with respect to any securities on any day means the closing
sale price as of 4:00 p.m. Eastern Time on such day or any earlier final closing
on  such  day  or,  if  no such sale takes place on such day, the average of the
reported  high  and  low  bid  prices  on  such  day, in each case on the Nasdaq
National  Market,  or  the  New  York Stock Exchange, as applicable, or, if such
security  is  not  listed  or  admitted  to  trading  on such national market or
exchange, on the national stock exchange or Commission recognized trading market
in  the  United States on which such security is quoted or listed or admitted to
trading,  or,  if  not  quoted  or listed or admitted to trading on any national
stock exchange or Commission recognized trading market in the United States, the
average  of the high and low bid prices of such security on the over-the-counter
market  on  the  day  in  question  as reported by the National Quotation Bureau
Incorporated  or  a  similar  generally accepted reporting service in the United
States,  or,  if

                                    PAGE   23
<PAGE>

not  so  available,  in  such manner as furnished by any New York Stock Exchange
member  firm  selected  from  time  to  time  by the Board of Directors for that
purpose,  or  a  price determined in good faith by the Board of Directors, whose
determination  shall be conclusive and described in a resolution of the Board of
Directors.

     "Common  Stock  Record  Date"  means,  with  respect  to  any  dividend,
distribution  or other transaction or event in which the holders of Common Stock
have the right to receive any cash, securities or other property or in which the
Common  Stock  (or other applicable security) is exchanged for or converted into
any  combination  of  cash,  securities  or  other  property, the date fixed for
determination of shareholders entitled to receive such cash, securities or other
property  (whether  such  date is fixed by the Board of Directors or by statute,
contract  or  otherwise).

     "Current  Market  Price"  means the average of the daily Closing Prices per
share  of  Common Stock for the 10 consecutive trading days immediately prior to
the  date  in  question;  provided,  however,  that  (A)  if  the  "ex" date (as
hereinafter  defined)  for  any  event  (other than the issuance or distribution
requiring  such computation) that requires an adjustment to the Conversion Price
pursuant  to Section 12(d)(i), (ii), (iii), (iv), (v) or (vi) occurs during such
10 consecutive trading days, the Closing Price for each trading day prior to the
"ex"  date  for  such  other event shall be adjusted by multiplying such Closing
Price  by  the  same fraction by which the Conversion Price is so required to be
adjusted  as  a  result  of such other event, (B) if the "ex" date for any event
(other  than  the  issuance  or  distribution  requiring  such computation) that
requires  an  adjustment  to  the Conversion Price pursuant to Section 12(d)(i),
(ii),  (iii), (iv),(v) or (vi) occurs on or after the "ex" date for the issuance
or distribution requiring such computation and prior to the day in question, the
Closing  Price  for  each  trading day on and after the "ex" date for such other
event  shall  be adjusted by multiplying such Closing Price by the reciprocal of
the  fraction  by  which the Conversion Price is so required to be adjusted as a
result  of  such  other  event  and  (C)  if  the  "ex" date for the issuance or
distribution  requiring  such computation is prior to the day in question, after
taking  into  account  any  adjustment required pursuant to clause (A) or (B) of
this  proviso, the Closing Price for each trading day on or after such "ex" date
shall  be  adjusted by adding thereto the amount of any cash and the fair market
value  (as  determined by the Board of Directors in a manner consistent with any
good  faith determination of such value for purposes of Section 12(d)(iv), whose
good  faith  determination  shall be conclusive and described in a resolution of
the  Board  of  Directors)  of  the evidences of indebtedness, shares of capital
stock  or assets being distributed applicable to one share of Common Stock as of
the  close  of  business  on the day before such "ex" date.  For purposes of any
computation  under  Section 12(d)(v), the Current Market Price on any date shall
be  deemed  to  be  the  average of the daily Closing Prices per share of Common
Stock  for such day and the next two succeeding trading days; provided, however,
that, if the "ex" date for any event (other than the tender offer requiring such
computation)  that  requires  an  adjustment to the Conversion Price pursuant to
Section  12(d)(i),  (ii),  (iii),  (iv),  (v)  or  (vi)  occurs  on or after the
Expiration  Time for the tender or exchange offer requiring such computation and
prior  to  the  day  in  question, the Closing Price for each trading day on and
after  the  "ex" date for such other event shall be adjusted by multiplying such
Closing Price by the reciprocal of the fraction by which the Conversion Price is
so  required  to  be  adjusted as a result of such other event.  For purposes of
this paragraph, the term "ex" date (1) when used with respect to any issuance or
distribution,  means  the  first  date on which the shares of Common Stock trade
regular  way  on  the relevant exchange or in the relevant market from which the
Closing  Price  was  obtained  without  the  right  to  receive such issuance or

                                    PAGE   24
<PAGE>

distribution,  (2)  when  used with respect to any subdivision or combination of
shares of Common Stock, means the first date on which the shares of Common Stock
trade  regular  way  on  such exchange or in such market after the time at which
such subdivision or combination becomes effective and (3) when used with respect
to  any  tender  or  exchange  offer means the first date on which the shares of
Common  Stock  trade  regular  way  on such exchange or in such market after the
Expiration  Time  of  such  offer.  Notwithstanding  the  foregoing,  whenever
successive  adjustments  to the Conversion Price are called for pursuant to this
Section 12(d), such adjustments shall be made to the Current Market Price as may
be  necessary  or appropriate to effectuate the intent of this Section 12(d) and
to avoid unjust or inequitable results, as determined in good faith by the Board
of  Directors.

     "Exchange  Offer"  means an issuer tender offer (within the meaning of Rule
13e-4(a)(2)  of  the  rules  and  regulations  promulgated by the Securities and
Exchange  Commission  under  the Securities Exchange Act of 1934, as amended, as
such  Rule  is in effect on the date hereof), including, without limitation, one
that is effected through the distribution of rights or warrants, made to holders
of  Common  Stock  (or  to holders of other stock of the Company receivable by a
holder  of  Series A Preferred Stock upon conversion thereof), to issue stock of
the  Company  or  of  a  subsidiary  of  the  Company and/or other property to a
tendering  stockholder  in  exchange  for  shares of Common Stock (or such other
stock)  validly  tendered  pursuant  to  such  issuer  tender  offer.

     "Exchange Preferred Stock" means a series of convertible preferred stock of
the  Company,  having  terms,  conditions, designations, dividend rights, voting
powers, rights on liquidation and other preferences and relative, participating,
optional  or  other  special  rights,  and  qualifications,  limitations  or
restrictions  thereof  that  are identical, or as nearly so as is practicable in
the  judgment  of  the  Company's  Board  of Directors, to those of the Series A
Preferred  Stock  for  which  such Exchange Preferred Stock is exchanged, except
that  (a)  the  liquidation preference will be determined as provided in Section
12(d)(vi),  (b)  the  running  of  any time periods pursuant to the terms of the
Series  A  Preferred  Stock shall be tacked to the corresponding time periods in
the  Exchange  Preferred  Stock and (c) the Exchange Preferred Stock will not be
convertible into, and the holders will have no conversion rights thereunder with
respect  to  the  Spinoff  Securities.

     "Exchange  Securities" means stock of the Company or of a subsidiary of the
Company that is issued in exchange for shares of Common Stock (or other stock of
the  Company  receivable by a holder of Series A Preferred Stock upon conversion
thereof)  pursuant  to  an  Exchange  Offer.

     "Fair  Market  Value"  means  the  amount which a willing buyer would pay a
willing  seller  in  an  arm's-length  transaction.

     "Mirror Preferred Stock" means convertible preferred stock issued by (a) in
the  case of a Spinoff, the issuer of the applicable Spinoff Securities, and (b)
in  the  case  of  an  Exchange  Offer,  the  issuer  of the applicable Exchange
Securities,  and having terms, conditions, designations, dividend rights, voting
powers, rights on liquidation and other preferences and relative, participating,
optional  or  other  special  rights,  and  qualifications,  limitations  or
restrictions  thereof  that are identical, or as nearly so as practicable in the
judgment of the Company's Board of Directors, to those of the Series A Preferred
Stock  for  which  such  Mirror

                                    PAGE   25
<PAGE>


Preferred Stock is exchanged, except that (i) the liquidation preference will be
determined  as provided in Sections 12(d)(vi) or 12(d)(vii), as applicable, (ii)
the  running of any time periods pursuant to the terms of the Series A Preferred
Stock  shall be tacked to the corresponding time periods in the Mirror Preferred
Stock,  and  (iii) the Mirror Preferred Stock shall be convertible into the kind
and  amount  of  Spinoff  Securities  or Exchange Securities, as applicable, and
other  securities  and  property  that the holder of Series A Preferred Stock in
respect  of  which  such  Mirror Preferred Stock is issued pursuant to the terms
hereof  would  have  received  (x) in the case of a Spinoff, in such Spinoff had
such  Series  A  Preferred  Stock been converted immediately prior to the record
date  for  such  Spinoff  and  (y)  in  the  case  of  an  Exchange  Offer, upon
consummation  thereof  had such Series A Preferred Stock that such holder elects
to  tender  been  converted  and  the  shares of Common Stock received upon such
conversion  been  tendered  in full pursuant to such Exchange Offer prior to the
expiration  thereof  and  the  same  percentage of such tendered shares had been
accepted  for  exchange  as  the percentage of validly tendered shares of Common
Stock  were  accepted  for exchange pursuant to such Exchange Offer, as the case
may  be.

     "Spinoff"  means  the  distribution  in a transaction that is generally not
taxable to the recipients under the Internal Revenue Code of 1986 (as amended or
any  equivalent  successor statute) of stock of a subsidiary of the Company as a
dividend  to  all  holders  of  Common  Stock.

     "Spinoff  Securities"  means  stock  of a subsidiary of the Company that is
distributed  to  holders  of  Common  Stock  in  a  Spinoff.

     (ix)     No  adjustment  in  the  Conversion Price shall be required unless
such  adjustment  would  require  an increase or decrease of at least 1% in such
price;  provided,  however, that any adjustments which by reason of this Section
12(d)(ix)  are  not  required to be made shall be carried forward and taken into
account  in  any  subsequent adjustment.  All calculations under this Section 12
shall  be  made  by  the  Company  and  shall  be  made to the nearest cent.  No
adjustment  need  be  made  for a change in the par value or no par value of the
Common  Stock.

     (x)     Whenever  the  Conversion Price is adjusted as herein provided, the
Company  shall promptly file with the Registrar an Officer's Certificate setting
forth  the  Conversion  Price  after  such  adjustment and setting forth a brief
statement  of  the  facts requiring such adjustment.  Promptly after delivery of
such  certificate,  the Company shall prepare a notice of such adjustment of the
Conversion  Price  setting  forth  the adjusted Conversion Price and the date on
which  each  adjustment  becomes  effective  and  shall mail such notice of such
adjustment  of  the  Conversion  Price  to  each  holder  of  shares of Series A
Preferred  Stock  at  such  holder's  last  address appearing on the register of
holders maintained for that purpose within 20 days of the effective date of such
adjustment.  Failure  to  deliver  such  notice shall not affect the legality or
validity  of  any  such  adjustment.

     (xi)     In  any  case  in  which  this  Section  12(d)  provides  that  an
adjustment  shall  become effective immediately after a Common Stock Record Date
for  an  event, the Company may defer until the occurrence of such event issuing
to  the  holder  of  any  share of Series A Preferred Stock converted after such
Common  Stock  Record  Date  and  before

                                    PAGE   26
<PAGE>

the occurrence of such event the additional shares of Common Stock issuable upon
such  conversion  by  reason  of  the adjustment required by such event over and
above  the  shares  of  Common Stock issuable upon such conversion before giving
effect  to  such  adjustment.

     (xii)     For  purposes  of  this  Section  12(d),  the number of shares of
Common  Stock  at  any  time  outstanding  shall  not include shares held in the
treasury  of  the  Company or by any of its Subsidiaries.  The Company shall not
pay  any dividend or make any distribution on shares of Common Stock held in the
treasury  of  the  Company  or  by  any  of  its  Subsidiaries.

     (xiii)     In  the event that a holder of Series A Preferred Stock would be
entitled to receive upon conversion thereof any Redeemable Capital Stock and the
Company  redeems,  exchanges or otherwise acquires all of the outstanding shares
or  other units of such Redeemable Capital Stock (such event being a "Redemption
Event"),  then,  from and after the effective date of such Redemption Event, the
holders of shares of Series A Preferred Stock then outstanding shall be entitled
to  receive  upon  conversion of such shares, in lieu of shares or units of such
Redeemable  Capital  Stock,  the  kind  and  amount of shares of stock and other
securities  and property receivable upon the Redemption Event by a holder of the
number  of  shares  or  units  of  such Redeemable Capital Stock into which such
shares  of  Series A Preferred Stock could have been converted immediately prior
to  the  effective  date  of  such  Redemption  Event  (assuming,  to the extent
applicable,  that  such  holder  failed  to exercise any rights of election with
respect  thereto and received per share or unit of such Redeemable Capital Stock
the  kind  and  amount  of  stock and other securities and property received per
share  or  unit  by  a  plurality  of  the  non-electing shares or units of such
Redeemable  Capital  Stock),  and  (from  and  after  the effective date of such
Redemption  Event)  the  holders  of  the Series A Preferred Stock shall have no
other  conversion  rights under these provisions with respect to such Redeemable
Capital  Stock.  For  purposes  of  this Section 12(d)(xiii) "Redeemable Capital
Stock"  means a class or series of capital stock of the Company that provides by
its terms a right in favor of the Company to call, redeem, exchange or otherwise
acquire  all  of  the  outstanding  shares  or  units  of  such class or series.

     (e)     In  case of any consolidation of the Company with, or merger of the
Company  into, any other Person, or in case of any merger of another Person into
the  Company  (other than a merger that does not result in any reclassification,
conversion,  exchange  or  cancellation of outstanding shares of Common Stock of
the  Company),  or  in  case  of  any  sale,  conveyance  or  transfer of all or
substantially  all the assets of the Company, the holder of each share of Series
A  Preferred Stock shall have the right thereafter, during the period such share
of  Series A Preferred Stock shall be convertible as specified in Section 12(a),
to  convert  such  share of Series A Preferred Stock into the kind and amount of
securities,  cash and other property receivable upon such consolidation, merger,
conveyance  or  transfer  by a holder of the number of shares of Common Stock of
the  Company  into  which such share of Series A Preferred Stock might have been
converted  immediately  prior  to  such  consolidation,  merger,  conveyance  or
transfer,  assuming  such holder of shares of Common Stock of the Company failed
to  exercise  his  rights  of  election,  if  any,  as  to the kind or amount of
securities,  cash and other property receivable upon such consolidation, merger,
conveyance or transfer (provided that, if the kind or amount of securities, cash
and  other  property  receivable  upon such consolidation, merger, conveyance or

                                    PAGE   27
<PAGE>

transfer  is  not  the  same  for  each  share of Common Stock of the Company in
respect  of  which  such  rights  of  election  shall  not  have  been exercised
("nonelecting  share"),  then  for  the  purpose of this Section 12 the kind and
amount  of  securities,  cash  and  other  property  receivable  upon  such
consolidation, merger, conveyance or transfer by each nonelecting share shall be
deemed  to  be the kind and amount so receivable per share by a plurality of the
nonelecting  shares).  Such  securities shall provide for adjustments which, for
events  subsequent  to  the  effective date of the triggering event, shall be as
nearly  equivalent as may be practicable to the adjustments provided for in this
Section  12.  The  above  provisions of this Section 12 shall similarly apply to
successive  consolidations,  mergers,  conveyances  or  transfers.

     (f)     In  case:

     (i)     the Company shall declare a dividend (or any other distribution) on
its  Common  Stock  payable otherwise than in cash out of its earned surplus; or

     (ii)     the  Company  shall  authorize  the granting to all holders of its
shares  of  Common  Stock of rights or warrants to subscribe for or purchase any
shares  of  capital  stock  of  any  class  or  of  any  other  rights;  or

     (iii)     of  any  reclassification  of  the  Common  Stock  (other  than a
subdivision or combination of the Company's outstanding shares of Common Stock),
or  of any consolidation or merger to which the Company is a party and for which
approval of any shareholders of the Company is required, or the sale, conveyance
or  transfer  of  all  or  substantially  all  the  assets  of  the  Company; or

     (iv)     of  the  voluntary  or  involuntary  dissolution,  liquidation  or
winding-up  of  the  Company;  or

     (v)     the Company shall take any other action referred to in this Section
12;

     then  the  Company  shall  cause to be filed with the Registrar and at each
office  or agency maintained for the purpose of conversion of shares of Series A
Preferred  Stock,  and  shall  cause  to  be mailed to all holders at their last
addresses  as  they  shall  appear  in  the  shares  of Series A Preferred Stock
Register,  at  least 20 Business Days (or 10 Business Days in any case specified
in clause (i) or (ii) above) prior to the applicable date hereinafter specified,
a  notice  stating (x) the date on which a record is to be taken for the purpose
of such dividend, distribution, rights or warrants, or, if a record is not to be
taken,  the  date as of which the holders of shares of Common Stock of record to
be  entitled  to  such  dividend,  distribution,  rights  or  warrants are to be
determined  or  (y)  the  date  on  which  such reclassification, consolidation,
merger,  sale,  transfer,  dissolution, liquidation or winding-up is expected to
become effective, and the date as of which it is expected that holders of shares
of  Common  Stock of record shall be entitled to exchange their shares of Common
Stock  for  securities,  cash  or  other  property  deliverable  upon  such
reclassification,  consolidation,  merger,  sale,  transfer,  dissolution,
liquidation  or winding-up.  Failure to give the notice required by this Section
12(f)  or  any  defect  therein shall not affect the legality or validity of any
dividend,  distribution,  right,  warrant,  reclassification,

                                    PAGE   28
<PAGE>

consolidation,  merger,  sale, transfer, dissolution, liquidation or winding-up,
or  the  vote  upon  any  such  action.


     (g)     The  Company  shall  at  all times reserve and keep available, free
from  preemptive  rights,  out  of  its authorized but unissued shares of Common
Stock,  for  the  purpose  of  effecting  the  conversion  of shares of Series A
Preferred  Stock,  the  full number of shares of Common Stock then issuable upon
the  conversion  of  all  outstanding  shares  of  Series  A  Preferred  Stock.

     (h)     The  Company  will  pay  any  and  all taxes that may be payable in
respect  of  the  issue  or  delivery of shares of Common Stock on conversion of
shares  of  Series  A  Preferred  Stock pursuant hereto.  The Company shall not,
however,  be  required  to  pay  any  tax which may be payable in respect of any
transfer  involved in the issue and delivery of shares of Common Stock in a name
other than that of the holder of the share of Series A Preferred Stock or shares
of Series A Preferred Stock to be converted, and no such issue or delivery shall
be  made  unless  and  until  the  Person  requesting such issue has paid to the
Company  the  amount  of any such tax, or has established to the satisfaction of
the  Company  that  such  tax  has  been  paid  or  is  not  payable.

     (i)     (i)  Each  share  of  (A) Series A-1 Preferred Stock transferred to
any person other than a member of the Liberty Group and (B) Series A-2 Preferred
Stock  transferred  to any person other than a member of the HMTF Group shall be
deemed  to be automatically converted into a share of Series A-3 Preferred Stock
with  the same Liquidation Preference and otherwise of the same tenor (except as
provided  herein)  as then in effect with respect to the share of the Series A-1
Preferred Stock or Series A-2 Preferred Stock transferred, such conversion to be
effected  in  accordance  with  this Section 12(i) and to be effective as of the
effective  time  of  such  transfer.

     (ii)  Upon  any transfer of a share of Series A-1 Preferred Stock or Series
A-2  Preferred  Stock  triggering an automatic conversion into a share of Series
A-3 Preferred Stock pursuant to Section 12(i)(i), the transferor shall surrender
the  certificate  or  certificates  representing the share or shares transferred
(the  "Converting Shares") at any office or agency of the Company designated for
that  purpose together with written notice stating the number of shares that are
to  be  transferred to a person other than a member of the Liberty Group (in the
case  of shares of Series A-1 Preferred Stock) or a member of the HMTF Group (in
the  case  of Series A-2 Preferred Stock) and that are thus to be converted into
an  equal  number  of  shares  of  Series  A-3  Preferred  Stock (the "Converted
Shares").  Such  notice  shall  also state the name or names (with addresses) of
the  transferee  and  denominations in which the certificate or certificates for
Converted  Shares  are  to  be  issued  and  shall  include instructions for the
delivery thereof.  Promptly after such surrender and the receipt of such written
notice,  the  Company will issue and deliver in accordance with the transferor's
instructions  the  certificate  or  certificates evidencing the Converted Shares
issuable  upon such conversion, and the Company will deliver to the transferor a
certificate  (which  shall  contain  such  legends  as  were  set  forth  on the
surrendered  certificate  or  certificates)  representing  any shares which were
represented  by  the  certificate  or  certificates  that  were delivered to the
Company  in  connection  with  such  conversion, but which were not transferred.
Upon  issuance  of  shares  in  accordance  with  this  Section  12(i)(ii), such
Converted  Shares  shall  be  duly  authorized,  validly  issued, fully paid and
non-assessable  and  entitled  to  the  benefits  of  this  Certificate  of

                                    PAGE   29
<PAGE>

Designation.  The  Company  shall  take  all such actions as may be necessary to
assure  that  all  such  shares  of  Series A-3 Preferred Stock may be so issued
without  violation  of  any  applicable  law  or  governmental regulation or any
requirements of any domestic securities exchange upon which shares of Series A-3
Preferred Stock may be listed (except for official notice of issuance which will
be  immediately  transmitted  by  the  Company  upon  issuance).
     (iii)  As  used  in this Section 12(i), the term "transfer" and derivatives
thereof  refers  to  any  sale, gift or other transfer, voluntary or involuntary
(except  for  transfers,  pledges and security interests in connection with bona
fide  financing  or  hedging transactions). A conversion of Series A-1 Preferred
Stock  or Series A-2 Preferred Stock into Common Stock pursuant to Section 12(a)
hereof  shall  not  constitute  a  transfer  for purposes of this Section 12(i).
     (j)     Without  the  unanimous  consent  of  the  holders  of the Series A
Preferred  Stock, the Company shall not in any manner subdivide (by stock split,
stock  dividend  or  otherwise) or combine (by reverse stock split or otherwise)
the  outstanding  shares of the Series A-1 Preferred Stock, Series A-2 Preferred
Stock  or Series A-3 Preferred Stock unless the outstanding shares of each other
series  of Series A Preferred Stock shall be subdivided or combined, as the case
may  be,  to  the  same extent, share and share alike, and appropriate provision
shall  be  made  for  the  protection  of  the  conversion  rights  hereunder.

     13.     Change  of  Control.

     (a)     Upon  the occurrence of a Change of Control, the Company shall have
the  right,  but not the obligation, to offer (the "Change of Control Offer") to
repurchase all, but not less than all, of the shares of Series A Preferred Stock
at  a  purchase  price  per  share  in  cash  equal  to  101% of the Liquidation
Preference  of  each share of Series A Preferred Stock repurchased (after giving
effect  to the Special Dividend, if applicable), plus an amount equal to 101% of
all  dividends  accrued and unpaid thereon to the date fixed for repurchase (the
"Change  of  Control  Purchase Amount").  Within 20 days following the Change of
Control Date, the Company shall mail a notice to each holder of shares of Series
A  Preferred  Stock (with a copy to the Registrar) describing the transaction or
transactions  that  constitute  the  Change  of  Control  and, if the Company so
elects,  offering  to  repurchase  shares  of Series A Preferred Stock on a date
specified  in  such  notice  (the "Change of Control Purchase Date"), which date
shall  be  no earlier than 90 days and no later than 120 days from the date such
notice  is  mailed,  pursuant  to  the  procedures  required  by  Section 10 and
described  in  such  notice.  The  failure of the Company to make such Change of
Control  Offer  within such 20-day period shall constitute an irrevocable waiver
of  the  Company's  right  to  make such Change of Control Offer solely with the
respect  to the relevant Change of Control and shall result in the dividend rate
on  the Series A Preferred Stock referred to in Section 6 hereof being increased
to  16%  effective  as  of the Change of Control Date.  The Company shall comply
with  the  requirements  of  Rule  14e-1  under  the  Exchange Act and any other
securities  laws  and  regulations  to  the extent such laws and regulations are
applicable  in connection with the repurchase of the Series A Preferred Stock as
a  result  of  a  Change  of  Control.

                                    PAGE   30
<PAGE>

     (b)     On  the  Change of Control Purchase Date, the Company shall, to the
extent  lawful:

     (i)     accept  for payment all shares of Series A Preferred Stock properly
tendered  pursuant  to  the  Change  of  Control  Offer;

     (ii)     deposit  with  the  paying  agent an amount equal to the Change of
Control  Purchase Amount in respect of all shares of Series A Preferred Stock so
tendered;  and

     (iii)     deliver  or  cause  to  be  delivered  to  the  Registrar  all
certificates for shares of Series A Preferred Stock so accepted together with an
officer's  certificate stating the aggregate number of shares being purchased by
the  Company.

     (c)     The  paying  agent  shall promptly mail to each holder of shares of
Series  A  Preferred Stock so tendered the Change of Control Purchase Amount for
such  shares  of  Series  A  Preferred  Stock,  and the Registrar shall promptly
authenticate  and mail (or cause to be transferred by book entry) to each holder
a  new  certificate for any shares of Series A Preferred Stock not tendered that
are  represented  by the surrendered certificate.  The Company shall notify each
holder of Series A Preferred Stock the results of the Change of Control Offer on
or  as  soon  as  practicable  after  the  Change  of  Control  Purchase  Date.

     (d)     The  provisions of this paragraph that permit the Company to make a
Change  of  Control  Offer  shall  be applicable regardless of whether any other
provisions  of  this  certificate  are  applicable.  Except as set forth in this
paragraph,  no holder of shares of Series A Preferred Stock shall have any right
to  require the Company to repurchase or redeem the shares of Series A Preferred
Stock in the event of a takeover, recapitalization or other similar transaction.

     14.     Purchase  Offer.

     (a)     If  the Company shall elect not to make, or shall fail to make, the
Change of Control Offer following the occurrence of a Change of Control pursuant
to  Section  13  hereof  within  the  20-day  period  specified therein, then in
addition  to  the  redemption  rights  that the Company may exercise pursuant to
Section  10  hereof  after  June 30, 2005, the Company shall also have the right
(but  not  the  obligation), (i) at any time and from time to time prior to June
30,  2005,  to offer (the "Purchase Offer") to repurchase all, but not less than
all,  of  the outstanding shares of Series A Preferred Stock at a purchase price
per  share  in cash equal to 101% of the Liquidation Preference of each share of
Series  A  Preferred  Stock  repurchased  (after  giving  effect  to the Special
Dividend,  if  any),  plus  an amount equal to 101% of all dividends accrued and
unpaid  thereon  from  the  last  Dividend  Payment  Date  to the date fixed for
repurchase  (the  "Purchase Payment") and (ii) at any time and from time to time
following  June  30,  2005,  to make a Purchase Offer to repurchase all, but not
less  than  all,  of  the  outstanding  shares  of Series A Preferred Stock at a
purchase  price per share in cash equal to 100% of the Liquidation Preference of
each  share  of Series A Preferred Stock repurchased (after giving effect to the
Special Dividend, if any), plus an amount equal to 100% of all dividends accrued
and  unpaid  thereon  from  the last Dividend Payment Date to the date fixed for
repurchase  (the  "Par  Purchase  Payment").  If  the  Company  elects to make a
Purchase  Offer,  the  Company  shall  mail  a  notice  to

                                    PAGE   31
<PAGE>

each holder of shares of Series A Preferred Stock (with a copy to the Registrar)
offering to repurchase shares of Series A Preferred Stock on a date specified in
such  notice  (the "Purchase Payment Date"), which date shall be no earlier than
90 days and no later than 120 days from the date such notice is mailed, pursuant
to  the  procedures  required  by  Section  6 and described in such notice.  The
Company  shall comply with the requirements of Rule 14e-1 under the Exchange Act
and  any  other  securities  laws  and  regulations  to the extent such laws and
regulations  are  applicable  in  connection with the repurchase of the Series A
Preferred  Stock  hereunder.

     (b)     On  the  Purchase  Payment  Date,  the Company shall, to the extent
lawful:

     (i)     accept  for payment all shares of Series A Preferred Stock properly
tendered  pursuant  to  the  Purchase  Offer;

     (ii)     deposit  with  the  paying  agent  an amount equal to the Purchase
Payment  or the Par Purchase Payment, as applicable, in respect of all shares of
Series  A  Preferred  Stock  so  tendered;  and

     (iii)     deliver  or  cause  to  be  delivered  to  the  Registrar  all
certificates for shares of Series A Preferred Stock so accepted together with an
officer's  certificate stating the aggregate number of shares being purchased by
the  Company.

     (c)     The  paying  agent shall promptly mail or transmit by wire transfer
to  each  holder  of shares of Series A Preferred Stock so tendered the Purchase
Payment  or the Par Purchase Payment, as applicable, for such shares of Series A
Preferred  Stock,  and  the  Registrar  shall promptly authenticate and mail (or
cause to be transferred by book entry) to each such holder a new certificate for
any  shares of Series A Preferred Stock not tendered that are represented by the
surrendered  certificate.  The  Company  shall  notify  the  holders of Series A
Preferred  Stock  the results of the Purchase Offer on or as soon as practicable
after  the  Purchase  Payment  Date.

     (d)     If a holder of shares of Series A Preferred Stock elects not to, or
otherwise  fails to, properly tender shares of Series A Preferred Stock into the
Purchase Offer, then with respect to each share of Series A Preferred Stock that
such  holder  fails to tender, any dividends applicable to periods following the
expiration  of  the  Purchase  Offer  with  respect  to each such share shall be
computed  at  a  rate  of  eight  percent  (8%)  per  annum.

     15.     Special  Covenant.

     Without  the  vote  or  consent  of  the  holders of a majority of the then
Outstanding  shares  of Series A Preferred Stock, the Company shall not make, or
permit  any  of  its  subsidiaries  to  make, any material capital expenditures,
acquisitions or divestitures outside the ordinary course of business unless such
expenditures,  acquisitions or divestitures were otherwise approved by the Board
of Directors (including the affirmative vote of at least one director elected by
either  the  holders  of  the  Series  A-1 Preferred Stock or the holders of the
Series  A-2  Preferred  Stock).

     16.     SEC  Reports;  Reports  by  Company.

                                    PAGE   32
<PAGE>

     So  long  as  any  shares  of Series A Preferred Stock are outstanding, the
Company shall file with the SEC and, within 15 days after it files them with the
SEC,  with  the Registrar and, if requested, furnish to each holder of shares of
Series  A  Preferred Stock all annual and quarterly reports and the information,
documents,  and  other reports that the Company is required to file with the SEC
pursuant  to Section 13(a) or 15(d) of the Exchange Act ("SEC Reports").  In the
event  the  Company  is  not  required or shall cease to be required to file SEC
Reports,  pursuant  to the Exchange Act, the Company will nevertheless file such
reports with the SEC (unless the SEC will not accept such a filing).  Whether or
not  required  by  the Exchange Act to file SEC Reports with the SEC, so long as
any shares of Series A Preferred Stock are Outstanding, the Company will furnish
or cause to be furnished reports equivalent to the SEC Reports to the holders of
shares  of  Series  A  Preferred  Stock.

     17.     Definitions.

     For  purposes of this Certificate of Designation, the following terms shall
have  the  meaning  set  forth  below:

     "Accumulated  Dividends"  has  the  meaning  set  forth  in  Section  6.

     "Affiliate" means, with respect to any Person, any other Person directly or
indirectly  controlling,  controlled  by,  or  under  direct  or indirect common
control  with, such Person.  For the purposes of this definition, "control" when
used  with  respect  to  any Person means the power to direct the management and
policies  of  such Person, directly or indirectly, whether through the ownership
of  voting securities, by contract or otherwise; and the terms "controlling" and
"controlled"  have  meanings correlative to the foregoing; provided that neither
AT&T  Corp.  ("AT&T") nor any subsidiary of AT&T which is not included in AT&T's
Liberty  Media Group (as defined in AT&T's Certificate of Incorporation) will be
deemed  to  be  an  Affiliate  of  Liberty.

     "Board  of  Directors"  has  the  meaning  set  forth  in  the  Recitals.

     "Business  Day"  means each Monday, Tuesday, Wednesday, Thursday and Friday
which  is  not  a  day on which banking institutions in The City of New York are
authorized  or  obligated  by  law  or  executive  order  to  be  closed.

     "By-laws"  has  the  meaning  set  forth  in  the  Recitals.

     "Capital  Stock"  means,  with  respect  to any person, any and all shares,
interests,  participations,  rights in, or other equivalents (however designated
and  whether  voting  and/or non-voting) of such person's capital stock, whether
outstanding  on  the  Closing Date or issued after the Closing Date, and any and
all  rights (other than any evidence of indebtedness) or warrants exercisable or
exchangeable  for  or  convertible  into  such  capital  stock.

     "Certificate  of  Incorporation" has the meaning set forth in the recitals.

     "Change  of  Control"  means the occurrence of any of the following events:
(a)  any "person" or "group" (as such terms are used in Sections 13(d) and 14(d)
of  the  Exchange  Act) is or becomes the "beneficial owner" (as defined in Rule
13d-3  and  13d-5  under  the

                                    PAGE   33
<PAGE>

Exchange  Act,  except  that  a  person  shall  be  deemed  to  have "beneficial
ownership"  of all securities that such person has the right to acquire, whether
such  right  is  exercisable  immediately  or  only  after the passage of time),
directly  or  indirectly,  of more than 50% of the total Voting Capital Stock of
the  Company  or  (b)  the  Company  consolidates  with, or merges with or into,
another  person  or  sells,  assigns,  conveys,  transfers,  leases or otherwise
disposes  of all or substantially all of its assets to any person, or any person
consolidates  with,  or  merges  with  or  into  the  Company, in any such event
pursuant to a transaction in which the holders of the outstanding Voting Capital
Stock of the Company immediately prior to such transaction hold less than 50% of
the  outstanding  Voting Capital Stock of the surviving or transferee company or
its  parent company immediately after such transaction or immediately after such
transaction  any  "person"  or "group" (as such terms are used in Sections 13(d)
and  14(d)  of the Exchange Act), is the "beneficial owner" (as defined in Rules
13d-3  and 13d-5 under the Exchange Act, except that a person shall be deemed to
have  "beneficial ownership" of all securities that such person has the right to
acquire, whether such right is exercisable immediately or only after the passage
of  time),  directly or indirectly, of more than 50% of the total Voting Capital
Stock of the surviving or transferee company or its parent company or (c) during
any consecutive two-year period, individuals who at the beginning of such period
constituted  the  Board  of  Directors  (together  with  any new directors whose
election  by  the  Board  of  Directors  or whose nomination for election by the
stockholders  of  the  Company  was  approved  by  a  vote  of a majority of the
directors  then  still  in  office who were either directors at the beginning of
such  period  or  whose  election  or  nomination for election was previously so
approved  and  together with any directors elected pursuant to Sections 8(d)(i),
(ii)  and  (iii))  cease for any reason to constitute a majority of the Board of
Directors  then in office or (d) any transaction subject to Rule 13e-3 under the
Exchange Act if following such Rule 13e-3 transaction a person or group (as such
terms  are  used  in Section 13(d) and 14(d) of the Exchange Act) owns more than
50%  of  the  total  Voting  Capital  Stock of the Company.  Notwithstanding the
foregoing,  any  form  of business combination between the Company and Teligent,
Inc.  within  the 24 month period following the Closing Date shall not be deemed
to  be  a  Change  of  Control,  unless  after the date hereof and prior to such
business  combination, there shall have occurred a "Teligent Change of Control."
For  the  purposes  hereof,  a  Teligent  Change  of Control shall have the same
meaning  as  a Change of Control, substituting Teligent, Inc. for the Company in
such  definition; provided, however, that a Teligent Change of Control shall not
occur  with  respect to any event or circumstance that involves an acquiror, 25%
or more of the Voting Capital Stock of which is beneficially owned by any member
of  the  HMTF  Group  or  Liberty.

     "Change  of  Control  Date"  has  the  meaning  set  forth in Section 6(b).

     "Closing  Date"  means  the  Closing  Date  under  the  Purchase Agreement.

     "Closing  Price"  has  the  meaning  set  forth  in  Section  12(d)(viii).

     "Common  Stock  Record  Date"  has  the  meaning  set  forth  in  Section
12(d)(viii).

     "Common  Stock"  means  the common stock of the Company, par value $.01 per
share and capital stock of any other class or series into which the Common Stock
may  hereafter  be  changed.

                                    PAGE   34
<PAGE>

     "Company"  has  the  meaning  set  forth  in  the Recitals and includes any
successor  to  the  Company  hereunder.

     "Company  Order" means a written request or order signed in the name of the
Company  by  its Chairman of the Board, its President or a Vice President and by
its  Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary.

     "Conversion  Agent"  has  the  meaning  set  forth  in  Section  5(a).

     "Conversion Price" means the price at which shares of Common Stock shall be
delivered  upon  conversion.

     "Current  Market  Price"  has the meaning set forth in Section 12(d)(viii).

     "Dilution  Trigger  Event"  has the meaning set forth in Section 12(d)(iv).

     "Distributed  Securities"  has  the meaning set forth in Section 12(d)(iv).

     "Dividend  Payment  Date" shall mean the last day of March, June, September
and  December  of  each  year,  commencing June 30, 2000, or the next succeeding
Business  Day  if  any  such  day  is  not  a  Business  Day.

     "Dividend Period" shall mean the period from and including the Closing Date
to  but  excluding the first Dividend Payment Date and thereafter each quarterly
period  from  and  including  a  Dividend Payment Date to but excluding the next
Dividend  Payment  Date.

     "Dividend  Record  Date"  has  the  meaning  set  forth  in  Section  7(a).

     "Exchange  Offer"  has  the  meaning  set  forth  in  Section  12(d)(vi).

     "Exchange  Preferred  Stock"  has  the  meaning  set  forth  in  Section
12(d)(viii).
     "Exchange  Securities"  has  the  meaning set forth in Section 12(d)(viii).

     "Expiration  Time"  has  the  meaning  set  forth  in  Section  12(d)(v).

     "Fair  Market  Value"  has  the  meaning  set forth in Section 12(d)(viii).

     "Junior  Shares"  has  the  meaning  set  forth  in  Section  9(a).

     "Liquidation  Preference"  means  an  amount initially equal to $10,000 per
share  of  Series  A  Preferred  Stock,  subject  to increase in accordance with
Section  6,  Section  7 and Section 11 hereof, including, without limitation, by
the  addition of Accumulated Dividends and, if applicable, the Special Dividend.

     "Mandatory  Redemption  Date"  has  the meaning set forth in Section 10(b);
provided, however, that if such date shall not be a Business Day, then such date
shall  be  the  next  Business  Day.

                                    PAGE   35
<PAGE>

     "Mirror  Preferred Stock" has the meaning set forth in Section 12(d)(viii).

     "Nonelecting  Share"  has  the  meaning  set  forth  in  Section  12(e).

     "Odd-lot  Redemption"  has  the  meaning  set  forth  in  Section  10(c).

     "Officers'  Certificate"  means  a certificate of the Company signed in the
name  of  the  Company  by  its  Chairman  of the Board, its President or a Vice
President  and  by  its  Treasurer,  an Assistant Treasurer, its Secretary or an
Assistant  Secretary.

     "Optional  Redemption"  has  the  meaning  set  forth  in  Section  10(a).

     "Optional  Redemption  Date"  has  the  meaning set forth in Section 10(a).

     "Outstanding"  means when used with respect to shares of Series A Preferred
Stock,  as  of the date of determination, all shares of Series A Preferred Stock
theretofore  delivered  under this Certificate of Designation, except (a) shares
of Series A Preferred Stock theretofore converted into shares of Common Stock in
accordance  with  Section  12 and shares of Series A Preferred Stock theretofore
canceled  by  the  Registrar or delivered to the Registrar for cancellation; (b)
shares  of Series A Preferred Stock for whose payment or redemption money in the
necessary amount has been theretofore deposited with the Registrar or any Paying
Agent  (other than the Company) in trust or set aside and segregated in trust by
the  Company  (if the Company shall act as its own Paying Agent) for the holders
of  such  shares  of  Series A Preferred Stock; provided that, if such shares of
Series  A Preferred Stock are to be redeemed, notice of such redemption has been
duly  given  pursuant  to  this Certificate of Designation or provision therefor
satisfactory  to  the  Registrar  has  been  made;  and  (c)  shares of Series A
Preferred  Stock  in  exchange  for or in lieu of which other shares of Series A
Preferred Stock have been delivered pursuant to this Certificate of Designation;
provided,  however,  that,  in  determining whether the holders of the shares of
Series  A  Preferred  Stock  have  given  any  request,  demand,  authorization,
direction, notice, consent or waiver or taken any other action hereunder, shares
of  Series  A Preferred Stock owned by the Company or any other obligor upon the
shares  of  Series A Preferred Stock or any subsidiary of the Company or of such
other  obligor  shall  be  disregarded  and deemed not to be Outstanding, except
that,  in  determining  whether the Registrar shall be protected in relying upon
any  such  request, demand, authorization, direction, notice, consent, waiver or
other  action,  only  shares of Series A Preferred Stock which the Registrar has
actual  knowledge  of  being  so  owned  shall  be  so  disregarded.

     "Parity  Shares"  has  the  meaning  set  forth  in  Section  9(a).

     "Paying  Agent"  has  the  meaning  set  forth  in  Section  5(a).

     "Person"  means  an individual, partnership, corporation, limited liability
company, business trust, joint stock company, trust, unincorporated association,
joint  venture,  governmental  authority  or  other  entity  of whatever nature.

     "Preferred  Stock"  means,  with respect to any person, any and all shares,
interests,  participations  or  other  equivalents  (however designated, whether
voting  or  non-voting)

                                    PAGE   36
<PAGE>

of  such  person's  preferred  or  preference  stock, whether now outstanding or
issued after the date hereof, including all series and classes of such preferred
or  preference  stock.

     "Purchase  Agreement"  means  the  Preferred  Stock  and  Warrant  Purchase
Agreement  dated  as  of February 27, 2000, among the Company and the Purchasers
named  therein,  as  it  may  be  amended  from  time  to  time.

     "Purchased  Shares"  has  the  meaning  set  forth  in  Section  12(d)(v).

     "Redemption  Date"  has  the  meaning  set  forth  in  Section  10(d).

     "Redemption  Notice"  has  the  meaning  set  forth  in  Section  10(d).

     "Redemption  Price"  has  the  meaning  set  forth  in  Section  10(a).

     "Registrar"  has  the  meaning  set  forth  in  Section  3.

     "Registration  Rights  Agreement"  means  the Registration Rights Agreement
dated  as  of  April  7,  2000,  among  the  Company  and  the  Purchasers.

     "Restricted  Shares  Legend"  has  the  meaning  set forth in Section 4(a).

     "SEC"  means  the  Securities and Exchange Commission, as from time to time
constituted,  created  under  the Securities Exchange Act of 1934, or, if at any
time  after  the  adoption of this Certificate of Designation such commission is
not  existing  and  performing  the  duties  now  assigned  to it, then the body
performing  such  duties  at  such  time.

     "SEC  Reports"  has  the  meaning  set  forth  in  Section  16.

     "Securities  Act"  has  the  meaning  set  forth  in  Section  4(a).

     "Senior  Shares"  has  the  meaning  set  forth  in  Section  9(a).

     "Series  A  Preferred  Stock"  has  the  meaning  set  forth  in Section 1.

     "Series  A-1  Preferred  Stock"  has  the  meaning  set forth in Section 1.

     "Series  A-2  Preferred  Stock"  has  the  meaning  set forth in Section 1.

     "Series  A-3  Preferred  Stock"  has  the  meaning  set forth in Section 1.

     "Special  Dividend" means, with respect to each share of Series A Preferred
Stock,  the  difference  between  (i)  $14,859.47  (as  such  number  shall  be
appropriately  adjusted  for  stock  splits,  stock  dividends or similar events
affecting  the  Series  A  Preferred  Stock)  and  (ii) the amount of the actual
Liquidation  Preference of such share immediately prior to the Change of Control
Date.

     "Voting  Capital Stock" means with respect to any Person, securities of any
class  or  classes  of  Capital  Stock  in  such Person ordinarily entitling the
holders  thereof  (whether  at  all

                                    PAGE   37
<PAGE>

times  or  at  the  times  that  such class of Capital Stock has voting power by
reason  of  the happening of any contingency) to vote in the election of members
of  the  board  of  directors  or  comparable  governing  body  of  such Person.

     18.     No  Reissuances.

     Subject  to  Section  12(i),  any share of Series A Preferred Stock that is
purchased, redeemed or otherwise acquired by the Company or any subsidiary shall
be  cancelled  and  restored  to the status of authorized but unissued Preferred
Stock  but  shall  not  be  reissued  as  Series  A  Preferred  Stock.

<PAGE>

     IN  WITNESS WHEREOF, the Company has caused this Certificate of Designation
to  be  duly executed by H. Don Teague, Executive Vice President of the Company,
this  7th  day  of  April,  2000.

                            ICG  COMMUNICATIONS,  INC.



                            By: /s/ Don Teague
                               Name:     H.  Don  Teague
                               Title:     Executive  Vice  President


                                      A-1
<PAGE>

                                                            EXHIBIT  A

                                FACE OF SECURITY

THESE  SECURITIES  HAVE  NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR
THE  SECURITIES  LAWS  OF  ANY  STATE  OR  OTHER  JURISDICTION,  AND,  UNLESS SO
REGISTERED,  THEY  MAY  NOT  BE  SOLD,  OFFERED FOR SALE, TRANSFERRED, ASSIGNED,
PLEDGED  OR  HYPOTHECATED  EXCEPT  PURSUANT  TO  AN  EXEMPTION  FROM,  OR  IN  A
TRANSACTION  NOT  SUBJECT  TO,  THE  REGISTRATION  REQUIREMENTS  OF  THE ACT AND
APPLICABLE  SECURITIES  LAWS  OF  ANY  STATE  OR  OTHER  JURISDICTION.

                                                                Number of Shares
Number:  ____                                                       ____  Shares

             8% SERIES [A-1, A-2 or A-3] CONVERTIBLE PREFERRED STOCK

                                    DUE 2015

                                       OF

                            ICG COMMUNICATIONS, INC.

     ICG  COMMUNICATIONS,  INC.,  a company organized under the laws of Delaware
(the "Company"), hereby certifies that {HOLDER} (the "Holder") is the registered
owner  of  fully  paid  and  non-assessable preference securities of the Company
designated the 8% Series [A-1, A-2 or A-3] Convertible Preferred Stock due 2015,
par  value  U.S.$0.01  and initial liquidation preference U.S. $10,000 per share
(the  "Preferred Stock").  The shares of Preferred Stock are transferable on the
books  and records of the Registrar, in person or by a duly authorized attorney,
upon  surrender  of  this  certificate  duly  endorsed  and  in  proper form for
transfer.  The  designation,  rights,  privileges, restrictions, preferences and
other  terms and provisions of the Preferred Stock represented hereby are issued
and  shall  in  all  respects be subject to the provisions of the Certificate of
Designation  of the Company dated April 7, 2000, as the same may be amended from
time  to  time in accordance with its terms (the "Preferred Stock Certificate of
Designation").  Capitalized  terms  used  herein  but not defined shall have the
meaning  given  them  in  the  Preferred  Stock Certificate of Designation.  The
Company will provide a copy of the Preferred Stock Certificate of Designation to
a  Holder  without  charge  upon written request to the Company at its principal
place  of  business.

[THE  SHARES  OF  PREFERRED  STOCK  REPRESENTED  BY  THIS  CERTIFICATE  SHALL BE
AUTOMATICALLY  CONVERTED  INTO SHARES OF THE COMPANY'S 8% SERIES A-3 CONVERTIBLE
PREFERRED  STOCK  UPON  CERTAIN


                                      A-2
<PAGE>

TRANSFERS OF SUCH SHARES AS PROVIDED IN SECTION 12(i) OF THE COMPANY'S PREFERRED
STOCK  CERTIFICATE  OF  DESIGNATION.]*

     Reference  is  hereby  made to select provisions of the Preferred Stock set
forth  on  the  reverse  hereof,  and  to  the  Preferred  Stock  Certificate of
Designation,  which  select  provisions  and  the Preferred Stock Certificate of
Designation  shall for all purposes have the same effect as if set forth at this
place.

    Upon receipt of this certificate, the Holder is bound by the Preferred Stock
Certificate  of  Designation  and  is  entitled  to  the  benefits  thereunder.

    Unless the Transfer Agent's valid counter-signature appears hereon, the
shares of Preferred Stock evidenced hereby shall not be entitled to any benefit
under the Preferred Stock Certificate of Designation or be valid or obligatory
for any purpose.

IN WITNESS WHEREOF, the Company has executed this certificate as of the date set
forth  below.

                   ICG  COMMUNICATIONS,  INC.


                   By:
                      Name:
                      Title:

{Seal}

                   By:
                      Name:
                      Title:

Dated:


*  include  for  Series  A-1  Preferred  Stock  and  Series  A-2 Preferred Stock

                                      R-1
<PAGE>



                               REVERSE OF SECURITY

                            ICG COMMUNICATIONS, INC.

             8% Series [A-1, A-2 or A-3] Convertible Preferred Stock
                                    due 2015

     Dividends  on  each share of Preferred Stock shall be payable at a rate per
annum  set  forth  on  the  face  hereof  or  as provided in the Preferred Stock
Certificate  of Designation.  Subject to the limitations set forth in Section 11
of the Preferred Stock Certificate of Designation, dividends may be paid, at the
option  of  the  Company,  in  cash.

     The  shares  of  Preferred  Stock  shall  be  redeemable as provided in the
Preferred Stock Certificate of Designation.  The shares of Preferred Stock shall
be  convertible  into  the Company's Common Stock in the manner and according to
the  terms  set  forth  in  the  Preferred  Stock  Certification of Designation.

     The  Company shall furnish to any Holder upon request and without charge, a
copy  of  the  voting rights, preferences, limitations and special rights of the
shares  of each class or series authorized to be issued by the Company so far as
they  have been fixed and determined and the authority of the Board of Directors
to  fix  and determine the designations, voting rights, preferences, limitations
and  special  rights  of  the  class  or  series  of  shares  of  the  Company.

                                   ASSIGNMENT

     FOR  VALUE  RECEIVED,  the  undersigned assigns and transfers the shares of
Preferred  Stock  evidenced  hereby  to:

(Insert  assignee's  social  security  or  tax  identification  number)

(Insert  address  and  zip  code  of  assignee)

and  irrevocably  appoints:

agent to transfer the shares of Preferred Stock evidenced hereby on the books of
the  Transfer  Agent and Registrar.  The agent may substitute another to act for
him  or  her.



Date:                                    Signature:

(Sign  exactly  as  your  name  appears  on  the  other side of this Convertible
Preferred  Stock  Certificate)


Signature  Guarantee:*

                                      R-2
<PAGE>

     *Signature must be guaranteed by an "eligible guarantor institution" (i.e.,
a  bank,  stockbroker, savings and loan association or credit union) meeting the
requirements  of  the  Registrar,  which  requirements  include  membership  or
participation  in  the Securities Transfer Agents Medallion Program ("STAMP") or
such  other  "signature guarantee program" as may be determined by the Registrar
in  addition  to,  or  in  substitution  for,  STAMP, all in accordance with the
Securities  Exchange  Act  of  1934.

                                      N-1
<PAGE>


                              NOTICE OF CONVERSION

                    (To be Executed by the Registered Holder
                    in order to Convert the Preferred Stock)

The  undersigned  hereby  irrevocably  elects  to  convert  (the  "Conversion")
_________  shares of 8% Series [A-1, A-2 or A-3] Convertible Preferred Stock due
2015  (the  "Preferred  Stock"),  represented  by  stock  certificate  No(s).
______________ (the "Preferred Stock Certificates") into shares of common stock,
par value U.S. $.01 per share ("Common Stock"), of ICG Communications, Inc. (the
"Company")  according  to  the  conditions  of  the  Certificate  of Designation
establishing  the terms of the Preferred Stock (the "Preferred Stock Certificate
of  Designation"),  as of the date written below.  If shares are to be issued in
the  name  of  a person other than the undersigned, the undersigned will pay all
transfer  taxes  payable  with  respect  thereto and is delivering herewith such
certificates.  No  fee  will be charged to the holder for any conversion, except
for  transfer  taxes,  if  any.  A  copy  of each Preferred Stock Certificate is
attached  hereto  (or  evidence  of  loss,  theft  or  destruction  thereof).*

The  undersigned  represents  and  warrants  that  all  offers  and sales by the
undersigned  of  the  shares  of  Common  Stock issuable to the undersigned upon
conversion  of the Preferred Stock shall be made pursuant to registration of the
Common  Stock  under  the  Securities Act of 1933 (the "Act"), or pursuant to an
exemption  from  registration  under  the  Act.
Capitalized  terms  used but not defined herein shall have the meanings ascribed
thereto  in  or  pursuant  to  the  Preferred  Stock Certificate of Designation.

Date  of  Conversion:
Applicable  Conversion  Price:
Number  of  shares  of  Preferred  Stock  to  be  Converted:
Number  of  shares  of  Common  Stock  to  be  Issued:
Signature:
Name:
Address:
Fax  No.:

     *The  Company  is  not  required  to issue shares of Common Stock until the
original  Preferred  Stock  Certificate(s)  (or  evidence  of  loss,  theft  or
destruction thereof) to be converted are received by the Company or its Transfer
Agent.  The  Company  shall  issue  and  deliver  shares  of  Common Stock to an
overnight  courier  not  later than three business days following receipt of the
original  Preferred  Stock  Certificate(s)  to  be  converted.

     **Address  where  shares  of  Common  Stock  and  any  other  payments  or
certificates  shall  be  sent  by  the  Company.