EXHIBIT 10.3
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                          REGISTRATION RIGHTS AGREEMENT



                                     between



                            ICG COMMUNICATIONS, INC.



                                       AND



                       THE PURCHASERS LISTED ON SCHEDULE I




                            dated as of April 7, 2000



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<S>                <C>                                          <C>
TABLE OF CONTENTS


ARTICLE I DEFINITIONS                                            1
1.1                Definitions.                                  1
1.2                Internal References                           3

ARTICLE II REGISTRATION RIGHTS                                   3
2.1                Demand Registration                           3
2.2                Piggyback Registration                        6
2.3                Shelf Registration                            7

ARTICLE III REGISTRATION PROCEDURES                              9
3.1                Filings; Information                          9
3.2                Registration Expenses                        13

ARTICLE IV INDEMNIFICATION AND CONTRIBUTION                     14
4.1                Indemnification by the Company               14
4.2                Indemnification by Selling Holders           15
4.3                Conduct of Indemnification Proceedings       15
4.4                Contribution                                 16

ARTICLE V MISCELLANEOUS                                         16
5.1                Participation in Underwritten Registrations  16
5.2                Rule 144                                     17
5.3                Holdback Agreements                          17
5.4                Termination                                  18
5.5                Amendments, Waivers, Etc.                    18
5.6                Counterparts                                 18
5.7                Entire Agreement                             18
5.8                Governing Law                                18
5.9                Assignment of Registration Rights            18

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     This  REGISTRATION  RIGHTS AGREEMENT (the "Agreement"), is made as of April
7,  2000,  by  and between ICG Communications, Inc., a Delaware corporation (the
"Company")  and  the  entities  listed  on  Schedule  I  to  this  Agreement.

     WHEREAS,  the  Company, Liberty Media Corporation, HMTF Bridge ICG, LLC and
Gleacher/ICG  Investors  LLC entered into a Preferred Stock and Warrant Purchase
Agreement  dated  as  of  February  27,  2000  (the "Stock Purchase Agreement");

     WHEREAS,  pursuant  to  an  Assignment  of Rights under Preferred Stock and
Warrant Purchase Agreement dated as of March 8, 2000, the remaining Initial HMTF
Holders  (as  defined  below)  became  parties  to the Stock Purchase Agreement;

     WHEREAS,  it  is  a  condition precedent to the closing of the transactions
contemplated in the Stock Purchase Agreement that the parties hereto execute and
deliver  this  Agreement;

     NOW  THEREFORE,  in  consideration  of  the  premises,  mutual promises and
covenants  contained  in  this  Agreement and intending to be legally bound, the
parties  hereto  hereby  agree  as  follows:

                                    ARTICLE I

                                   DEFINITIONS

1.1     Definitions.

     Terms  defined  in  the Stock Purchase Agreement are used herein as therein
defined  except as otherwise indicated below.  In addition, the following terms,
as  used  herein,  have  the  following  meanings:

     "Commission"  means  the  Securities  and  Exchange  Commission.

     "Demand  Registration"  means  a  registration  under  the  Securities  Act
requested  in  accordance  with  Section  2.1.

     "Gleacher  Holder"  means  Gleacher/ICG  Investors  LLC.

     "HMTF  Holders"  means  the Initial HMTF Holders and any direct or indirect
transferee  of  any  Registrable  Securities  initially held by the Initial HMTF
Holders.

     "Holders"  means,  collectively,  the HMTF Holders, the Liberty Holders and
the  Gleacher  Holder  (including their respective Affiliates) and any direct or
indirect  transferee  of any Registrable Securities held by any of such Persons.


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     "Initial  Amount,"  on  any particular date and with respect to the Liberty
Holders or the HMTF Holders, as applicable, means the number of shares of Common
Stock  that  would have been issuable on such date upon conversion of all of the
shares  of  Series  A Preferred Stock and the exercise of all Warrants issued to
the  Liberty  Holders or the HMTF Holders, respectively, on the Closing Date (as
adjusted  for  stock  splits,  stock  dividends and similar events affecting the
Series  A  Preferred  Stock).

     "Initial  HMTF  Holders" means HM4 ICG Qualified Fund, LLC, HM4 ICG Private
Fund,  LLC,  HM  PG-IV  ICG,  LLC,  HM  4-SBS  ICG Coinvestors, LLC, HM 4-EQ ICG
Coinvestors,  LLC,  and  HMTF  Bridge  ICG,  LLC.

     "Liberty  Holders"  means  Liberty  and  each  of  its  Affiliates.

     "Piggyback  Registration"  has  the  meaning  set  forth  in  Section  2.2.

     "Registrable  Common  Stock"  means  (a)  shares  of Common Stock issued or
issuable  upon  conversion of the Series A Preferred Stock purchased pursuant to
the  Stock  Purchase Agreement, plus any additional shares of Series A Preferred
Stock  issued  in  respect  thereof  in  connection  with any stock split, stock
dividend or similar event with respect to the Series A Preferred Stock, plus any
additional  shares  of Common Stock issued with respect to such issued shares of
Common  Stock  in  connection with any stock splits, stock dividends, or similar
events  with  respect  to the Common Stock, (b) shares of Common Stock issued or
issuable  upon  exercise  of  the Warrants, plus any additional shares of Common
Stock issued in respect of such issued shares of Common Stock in connection with
any  stock  split,  stock  dividend  or similar event with respect to the Common
Stock  and  (c) any shares of Common Stock owned by a Holder that are restricted
securities  within  the  meaning  of  Rule 144 or all such shares if such Holder
reasonably  believes at such time that it may be deemed to be an "affiliate" (as
that  term  is  defined  in  Rule  144)  of  the  Company.

     "Registrable Securities" means (a) the Registrable Common Stock and (b) any
securities  of the Company or any successor entity into which Registrable Common
Stock  may  hereafter be converted or changed.  As to any particular Registrable
Securities,  such securities shall cease to be Registrable Securities when (i) a
registration  statement  with  respect to the sale of such securities shall have
become  effective  under  the Securities Act and such securities shall have been
disposed  of  under such registration statement, (ii) such securities shall have
been  transferred  pursuant  to  Rule 144, (iii) such securities shall have been
otherwise  transferred or disposed of, and new certificates therefor not bearing
a  legend restricting further transfer shall have been delivered by the Company,
and  subsequent  transfer  or  disposition  of  them  shall  not  require  their
registration  or qualification under the Securities Act or any similar state law
then  in  force,  or  (iv)  such securities shall have ceased to be outstanding.

     "Requesting  Holders"  means  the Holders requesting a Demand Registration,
and  shall  include  parties  deemed  "Requesting  Holders"  pursuant to Section
2.1(a)(iv).

     "Rule  144"  means  Rule  144  (or  any  successor  rule of similar effect)
promulgated  under  the  Securities  Act.

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     "Selling  Holder"  means  any  Holder who is selling Registrable Securities
pursuant  to  a  public  offering  registered  hereunder.

     "Series  A  Preferred Stock" means collectively the Company's (i) 8% Series
A-1  Convertible  Preferred Stock, par value $0.01 per share, (ii) 8% Series A-2
Convertible  Preferred Stock, par value $0.01 per share, and (iii) 8% Series A-3
Convertible  Preferred  Stock,  par  value  $0.01  per  share.

     "Shelf  Registration"  has  the  meaning  set  forth  in  Section  2.3(b).

     "Underwriter"  means  a  securities  dealer  who  purchases any Registrable
Securities  as  principal  and  not  as  part  of  such  dealer's  market-making
activities.

     "Warrants"  means the Warrants (as defined in the Stock Purchase Agreement)
to  purchase  Common  Stock.

1.2     Internal  References

     Unless  the  context  indicates otherwise, references to Articles, Sections
and  paragraphs  shall  refer  to  the  corresponding  articles,  sections  and
paragraphs  in  this  Agreement,  and  references  to the parties shall mean the
parties  to  the  Stock  Purchase  Agreement.

                                   ARTICLE II

                               REGISTRATION RIGHTS

2.1     Demand  Registration

     (a)
     (i)     Holders  of  a  majority  of the Registrable Securities held by the
HMTF Holders may make up to three (3) written requests for a Demand Registration
of  all  or  any part of the Registrable Securities held by the HMTF Holders and
their  direct  or  indirect  transferees;  provided,  that  (A) each such Demand
Registration  by  the  HMTF Holders must be in respect of Registrable Securities
with  a  fair  market  value  of  at least $50,000,000 or all of the Registrable
Securities  held  by  the  requesting  HMTF Holders if the aggregate fair market
value of all of such Registrable Securities is less than $50,000,000 and (B) the
HMTF  Holders  shall not be entitled to a Demand Registration if, during the 120
days  preceding  such  request,  the  HMTF  Holders  had  requested  a  Demand
Registration unless the Company preempted such Demand Registration in accordance
with  Section  2.1(e)  or the Company postponed the filing thereof in accordance
with  Section  3.1(a)  and  the requesting HMTF Holders withdrew the request for
such  Demand  Registration.  Upon exercise of all or any portion of the Warrants
held  by  the  HMTF  Holders,  the  Holders  of  a  majority  of the Registrable
Securities  held by the HMTF Holders may make one (1) additional written request
for  a  Demand  Registration,  subject to the proviso set forth in the foregoing
sentence.

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     (ii)     Holders  of  a  majority of the Registrable Securities held by the
Liberty  Holders  may  make  up  to  six  (6)  written  requests  for  a  Demand
Registration  of  all  or  any  part  of  the Registrable Securities held by the
Liberty  Holders  and  their  direct or indirect transferees; provided, that (A)
each  such  Demand  Registration  by  the  Liberty Holders must be in respect of
Registrable  Securities  with a fair market value of at least $50,000,000 or all
of  the  Registrable  Securities  held  by the requesting Liberty Holders if the
aggregate  fair  market value of all of such Registrable Securities is less than
$50,000,000,  and  (B)  the  Liberty  Holders  shall not be entitled to a Demand
Registration if, during the 120 days preceding such request, the Liberty Holders
had  requested  a  Demand  Registration unless the Company preempted such Demand
Registration  in  accordance  with  Section  2.1(e) or the Company postponed the
filing  thereof  in  accordance  with  Section 3.1(a) and the requesting Liberty
Holders withdrew the request for such Demand Registration.  Upon exercise of all
or  any  portion  of  the Warrants held by the Liberty Holders, the Holders of a
majority  of  the Registrable Securities held by the Liberty Holders may make up
to two (2) additional written requests for a Demand Registration, subject to the
proviso  set  forth  in  the  foregoing  sentence.

     (iii)     Any  request for a Demand Registration will specify the aggregate
number of shares of Registrable Securities proposed to be sold by the Requesting
Holders  and  will  also  specify the intended method of disposition thereof.  A
registration  will  not  count  as  a  Demand  Registration  until it has become
effective.  Should a Demand Registration not become effective due to the failure
of  a Holder to perform its obligations under this Agreement or the inability of
the Requesting Holders to reach agreement with the Underwriters for the proposed
sale on price or other customary terms for such transaction, or in the event the
Requesting  Holders  withdraw  or  do  not  pursue  the  request  for the Demand
Registration  (in  each  of  the foregoing cases, provided that at such time the
Company  is  in  compliance  in all material respects with its obligations under
this Agreement), then, subject to Section 2.1(b), such Demand Registration shall
be  deemed  to have been effected (provided that (i) if, the Demand Registration
does  not become effective because a material adverse change has occurred, or is
reasonably likely to occur, in the condition (financial or otherwise), business,
assets  or  results of operations of the Company and its subsidiaries taken as a
whole  subsequent  to  the  date  of  the written request made by the Requesting
Holders  (ii) if the Company withdraws the Demand Registration for any reason or
preempts  the  request for the Demand Registration or (iii) if, after the Demand
Registration  has  become  effective,  an  offering  of  Registrable  Securities
pursuant to a registration is  interfered with by any stop order, injunction, or
other  order  or  requirement  of the Commission or other governmental agency or
court  or  (iv)  if  the  Demand Registration is withdrawn at the request of the
Requesting Holders pursuant to Section 2.1(f) or Section 3.1(a), then the Demand
Registration  shall  not be deemed to have been effected and will not count as a
Demand  Registration).

     (iv)     Upon  receipt  of any request for a Demand Registration by holders
of  a  majority  of  the  Registrable Securities held by the HMTF Holders or the
Liberty  Holders,  as  the  case  may be, the Company shall promptly (but in any
event  within  ten  (10)  days)  give  written  notice  of  such proposed Demand
Registration  to  the  HMTF Holders, in the case of a request by an HMTF Holder,
and  to  the  Liberty Holders, in the case of a request by a Liberty Holder, and
all  such  HMTF  Holders  or  Liberty  Holders,  as  the  case  may  be

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(including  their  respective  direct  or  indirect  transferees) shall have the
right,  exercisable  by written notice to the Company within twenty (20) days of
their  receipt  of  the  Company's  notice,  to  elect to include in such Demand
Registration  such  portion of their Registrable Securities as they may request.
All  such  Holders requesting to have their Registrable Securities included in a
Demand Registration in accordance with the preceding sentence shall be deemed to
be  "Requesting  Holders"  for  purposes  of  this  Section  2.1.

     (b)     In  the event that the Requesting Holders withdraw or do not pursue
a request for a Demand Registration and, pursuant to Section 2.1(a) hereof, such
Demand  Registration is deemed to have been effected, the  Holders may reacquire
such  Demand  Registration  (such  that  the  withdrawal  or failure to pursue a
request  will  not  count  as  a  Demand  Registration hereunder) if the Selling
Holders  reimburse the Company for any and all Registration Expenses incurred by
the  Company  in connection with such request for a Demand Registration that was
withdrawn  or  not  pursued.

     (c)     If  the  Requesting  Holders  so  elect,  the  offering  of  such
Registrable Securities pursuant to such Demand Registration shall be in the form
of  a  "firm  commitment"  underwritten offering.  A majority in interest of the
Requesting  Holders shall have the right to select the managing Underwriters and
any additional investment bankers and managers to be used in connection with any
offering  under  this  Section  2.1,  subject  to  the Company's approval, which
approval  shall  not  be  unreasonably  withheld.

     (d)     The  Requesting  Holders  will  inform  the Company of the time and
manner  of  any disposition of Registrable Common Stock, and agree to reasonably
cooperate  with  the  Company  in  effecting  the disposition of the Registrable
Common  Stock  in a manner that does not unreasonably disrupt the public trading
market  for the Common Stock; provided, however, that the Holders' only right to
a  shelf  registration  statement  shall  be  pursuant  to  Section  2.3.

     (e)     The  Company will have the right to preempt any Demand Registration
with  a primary registration by delivering written notice (within seven business
days  after  the Company has received a request for such Demand Registration) of
such  intention  to  the  Requesting  Holders  indicating  that  the Company has
identified a specific business need and use for the proceeds of the sale of such
securities  and  had contemplated such sale of securities prior to receiving the
Requesting  Holders'  notice,  and the Company shall use commercially reasonable
efforts  to effect a primary registration within 90 days of such notice.  In the
ensuing  primary registration, the Holders will have such piggyback registration
rights  as  are set forth in Section 2.2 hereof.  Upon the Company's  preemption
of  a  requested Demand Registration, such requested registration will not count
as  the  Holders'  Demand  Registration.  If  the  Company thereafter decides to
abandon  its  intention  to pursue such sale of securities, it shall give notice
thereof  to  any  preempted  Holders  within  two  business  days  following the
Company's  decision.  The  Company  may  exercise  the right to preempt a Demand
Registration  only once in any 360-day period; provided, that during any 360-day
period  the  Company shall use its reasonable best efforts to permit a period of
at  least  180  consecutive  days  during which the Selling Holders may effect a
Demand  Registration.

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     (f)     Securities  to be sold for the account of any Person (including the
Company)  other  than  a  Requesting  Holder  shall  not be included in a Demand
Registration  if  the  managing  Underwriter  or  Underwriters  shall advise the
Company  and  the  Requesting  Holders  in  writing  that  the inclusion of such
securities  will  materially  and  adversely affect the price of the offering (a
"Material  Adverse Effect").  Furthermore, in the event the managing Underwriter
or  Underwriters  shall  advise  the Company or the Requesting Holders that even
after  exclusion  of  all  securities  of  other Persons (including the Company)
pursuant  to  the  immediately  preceding  sentence,  the  amount of Registrable
Securities  proposed  to  be  included in such Demand Registration by Requesting
Holders  is  sufficiently  large  to  cause  a  Material  Adverse  Effect,  the
Registrable  Securities  of the Requesting Holders to be included in such Demand
Registration  shall  equal  the  number  of  shares  which  the  Company and the
Requesting  Holders  are  so  advised  can  be  sold  in such offering without a
Material  Adverse  Effect  and such shares shall be allocated pro rata among the
Requesting  Holders  on  the  basis  of  the  number  of  Registrable Securities
requested  to  be  included in such registration by each such Requesting Holder;
provided, however, that if any Registrable Securities requested to be registered
pursuant  to  a  Demand  Registration  under  Section  2.1  are  excluded  from
registration  hereunder,  then  the  Holder(s) having shares excluded ("Excluded
Holders")  shall  have  the  right to withdraw all, or any part, of their shares
from  such  registration and if withdrawn in full such Demand Registration shall
not be deemed to have been effected and will not count as a Demand Registration.

2.2     Piggyback  Registration

     (a)     If  the Company proposes to file a registration statement under the
Securities  Act  with respect to an offering of Common Stock for its own account
or  for  the  account  of another Person (other than a registration statement on
Form S-4 or S-8, or, except as provided for in Section 2.3, pursuant to Rule 415
(or  any  substitute  form  or  rule,  respectively,  that may be adopted by the
Commission)),  the  Company shall give written notice of such proposed filing to
the  Holders  at  the address set  forth in the share register of the Company as
soon  as  reasonably  practicable  (but in no event less than 15 days before the
anticipated  filing date), undertaking to provide each Holder the opportunity to
register  on  the same terms and conditions such number of shares of Registrable
Securities as such Holder may request (a "Piggyback Registration").  Each Holder
will  have  seven  business  days after receipt of any such notice to notify the
Company  as  to  whether  it  wishes  to participate in a Piggyback Registration
(which  notice  shall  not be deemed to be a request for a Demand Registration);
provided that should a Holder fail to provide timely notice to the Company, such
Holder will forfeit any rights to participate in the Piggyback Registration with
respect to such proposed offering other than as described in Section 2.1(a)(iv).
In  the  event  that  the  registration statement is filed on behalf of a Person
other than the Company, the Company will use its best efforts to have the shares
of  Registrable  Securities  that  the  Holders  wish  to  sell  included in the
registration  statement.  If  the  Company  or the Person for whose account such
offering is being made shall determine in its sole discretion not to register or
to  delay  the  proposed  offering,  the  Company  may, at its election, provide
written  notice  of  such  determination to the Holders and (i) in the case of a
determination  not  to effect the proposed offering, shall thereupon be relieved
of  the  obligation  to  register  such  Registrable  Securities  in  connection
therewith, and (ii) in the case of a determination to delay a proposed offering,
shall  thereupon  be  permitted to delay registering such Registrable Securities
for  the  same  period  as  the  delay  in respect of the proposed offering.  As
between  the  Company  and  the  Selling  Holders,  the

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Company  shall  be  entitled  to  select the Underwriters in connection with any
Piggyback  Registration.

     (b)     If  the  Registrable  Securities  requested  to  be included in the
Piggyback Registration by any Holder differ from the type of securities proposed
to be registered by the Company and the managing Underwriter advises the Company
that  due to such differences the inclusion of such Registrable Securities would
cause  a  Material  Adverse  Effect,  then  (i)  the  number  of  such  Holders'
Registrable  Securities  to  be  included in the Piggyback Registration shall be
reduced  to  an  amount which, in the opinion of the managing Underwriter, would
eliminate  such  Material  Adverse Effect or (ii) if no such reduction would, in
the opinion of the managing Underwriter, eliminate such Material Adverse Effect,
then the Company shall have the right to exclude all such Registrable Securities
from  such  Piggyback  Registration,  provided, that no other securities of such
type  are  included  and  offered  for  the  account of any other Person in such
Piggyback  Registration.  Any  partial  reduction  in  number  of  Registrable
Securities  of  any Holder to be included in the Piggyback Registration pursuant
to  clause  (i) of the immediately preceding sentence shall be effected pro rata
based  on  the  ratio  which  such  Holder's requested shares bears to the total
number  of shares requested to be included in such Piggyback Registration by all
Persons  other  than  the Company who have the contractual right to request that
their  shares  be included in such registration statement and who have requested
that  their  shares  be included.  If the Registrable Securities requested to be
included  in  the  registration statement are of the same type as the securities
being registered by the Company and the managing Underwriter advises the Company
that the inclusion of such Registrable Securities would cause a Material Adverse
Effect, the Company will be obligated to include in such registration statement,
as  to  each  Holder  only  a portion of the shares such Holder has requested be
registered  equal to the ratio which such Holder's requested shares bears to the
total  number  of shares requested to be included in such registration statement
by  all  Persons  (other than the Person or Persons initiating such registration
request) who have the contractual right to request that their shares be included
in  such registration statement and who have requested their shares be included.
If  the  Company initiated the registration, then the Company may include all of
its securities in such registration statement before any such Holder's requested
shares  are  included.  If  another  security holder initiated the registration,
then  the  Company  may  not  include any of its securities in such registration
statement  unless  all  Registrable  Securities  requested to be included in the
registration  statement  by  all  Holders  are  included  in  such  registration
statement.  If  as  a result of the provisions of this Section 2.2(b) any Holder
shall  not  be  entitled to include all Registrable Securities in a registration
that  such Holder has requested to be so included, such Holder may withdraw such
Holder's  request  to  include  Registrable  Securities  in  such  registration
statement  prior  to  its  effectiveness.

2.3     Shelf  Registration

     (a)     Holders  of  a  majority  of the Registrable Securities held by the
Liberty  Holders  ("Majority  Liberty Holders") may, at any time after the first
anniversary  of the Closing Date, make a written request that the Company effect
a  shelf  registration  of  a  portion of the Registrable Securities held by the
Liberty  Holders  and  their  direct or indirect transferees (the "Liberty Shelf
Registration")  pursuant  to  Rule  415;  provided, that the aggregate amount of
Registrable  Securities  that may be included in such Liberty Shelf Registration
may  not  exceed  25% of the Liberty Holders' Initial Amount.  Upon receipt of a
request  for  the  Liberty  Shelf  Registration,  the

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Company  shall  promptly (but in any event within 10 business days) give written
notice  of the proposed Liberty Shelf Registration to all other Liberty Holders,
and  all  such  Holders  (including their direct and indirect transferees) shall
have  the  right  to  include  Registrable  Securities  in  the  Liberty  Shelf
Registration  subject  to  the  foregoing limitation.  From and after the second
anniversary of the Closing Date, the Majority Liberty Holders may make a written
request  that the Company amend the Liberty Shelf Registration to include in the
Liberty  Shelf  Registration  no  more  than 50% of the Liberty Holders' Initial
Amount.  Upon  receipt  of  such request, the Company shall promptly (but in any
event  within 10 business days) give written notice of the proposed amendment to
all  other  Liberty  Holders,  and  all such Holders (including their direct and
indirect transferees)  shall have the right to include Registrable Securities in
the  amended  Liberty  Shelf  Registration  subject to the foregoing limitation.
From  and  after the third anniversary of the Closing Date, the Majority Liberty
Holders'  may  make  a  written request that the Company amend the Liberty Shelf
Registration  to  include  in the Liberty Shelf Registration no more than 75% of
the  Liberty Holders' Initial Amount.  Upon receipt of such request, the Company
shall promptly (but in any event within 10 business days) give written notice of
the  proposed  amendment  to  all  other  Liberty  Holders, and all such Holders
(including  their  direct  and  indirect  transferees)  shall  have the right to
include Registrable Securities in the amended Liberty Shelf Registration subject
to  the  foregoing  limitation.  From  and  after  the fourth anniversary of the
Closing  Date,  the Majority Liberty Holders may make a written request that the
Company  amend  the  Liberty  Shelf Registration to include in the Liberty Shelf
Registration up to 100% of the Liberty Holders' Initial Amount.  Upon receipt of
such  request,  the  Company shall promptly (but in any event within 10 business
days)  give  written  notice  of  the  proposed  amendment  to all other Liberty
Holders,  and all such Holders (including their direct and indirect transferees)
shall  have  the  right to include Registrable Securities in the amended Liberty
Shelf  Registration  up  to  100%  of  the  Liberty  Holders'  Initial  Amount.

     (b)     Holders  of  a  majority  of the Registrable Securities held by the
HMTF  Holders  ("Majority  HMTF  Holders")  may,  at  any  time  after the first
anniversary  of the Closing Date, make a written request that the Company effect
a shelf registration of a portion of the Registrable Securities held by the HMTF
Holders and their direct or indirect transferees (the "HMTF Shelf Registration")
pursuant  to  Rule  415;  provided,  that  the  aggregate  amount of Registrable
Securities  that  may be included in such HMTF Shelf Registration may not exceed
25% of the HMTF Holders' Initial Amount.  Upon receipt of a request for the HMTF
Shelf  Registration,  the  Company  shall  promptly  (but in any event within 10
business  days)  give  written notice of the proposed HMTF Shelf Registration to
all  other  HMTF  Holders,  and  all  such  Holders  (including their direct and
indirect  transferees) shall have the right to include Registrable Securities in
the HMTF Shelf Registration subject to the foregoing limitation.  From and after
the second anniversary of the Closing Date, the Majority HMTF Holders may make a
written request that the Company amend the HMTF Shelf Registration to include in
the  HMTF  Shelf  Registration  no  more  than  50% of the HMTF Holders' Initial
Amount.  Upon  receipt  of  such request, the Company shall promptly (but in any
event  within 10 business days) give written notice of the proposed amendment to
all  other  HMTF  Holders,  and  all  such  Holders  (including their direct and
indirect transferees)  shall have the right to include Registrable Securities in
the  amended  HMTF Shelf Registration subject to the foregoing limitation.  From
and  after the third anniversary of the Closing Date, the Majority HMTF Holders'
may make a written request that the Company amend the HMTF Shelf Registration to
include  in  the  HMTF  Shelf Registration no more than 75% of the HMTF Holders'
Initial  Amount.  Upon  receipt  of  such  request,  the  Company shall promptly

                                    PAGE   9
<PAGE>

(but  in  any event within 10 business days) give written notice of the proposed
amendment  to  all  other  HMTF  Holders,  and all such Holders (including their
direct  and  indirect  transferees)  shall have the right to include Registrable
Securities  in  the  amended  HMTF  Shelf  Registration subject to the foregoing
limitation.  From  and  after  the  fourth  anniversary of the Closing Date, the
Majority HMTF Holders may make a written request that the Company amend the HMTF
Shelf  Registration  to include in the HMTF Shelf Registration up to 100% of the
HMTF  Holders'  Initial Amount.  Upon receipt of such request, the Company shall
promptly  (but  in any event within 10 business days) give written notice of the
proposed  amendment  to  all other HMTF Holders, and all such Holders (including
their  direct  and  indirect  transferees)  shall  have  the  right  to  include
Registrable  Securities in the amended HMTF Shelf Registration up to 100% of the
HMTF  Holders'  Initial  Amount.

     (c)     If  the  Company's  ability to amend the registration statement for
the  Liberty  Shelf  Registration or the HMTF Shelf Registration (each, a "Shelf
Registration") to increase the number of Registrable Securities included therein
(or to file a new shelf registration statement in respect thereof) in accordance
with this Section 2.3 is subject to any contractual limitations that could delay
the  Company's  ability  to  file or cause to become effective such registration
statement,  then,  if  requested by the Majority Liberty Holders (in the case of
Section 2.3(a)) or the Majority HMTF Holders (in the case of Section 2.3(b)) the
Company shall, in lieu of following the procedure set forth in Section 2.3(a) or
Section 2.3(b), as the case may be, file a single registration statement for the
Shelf  Registration  referred  to  in the applicable provisions of such Sections
(and  cause  such  registration statement to become and remain effective for the
period  set forth in Section 3.1) that would permit the offering of such portion
of  the  Registrable Securities (up to 100%) as may be requested by the Majority
Liberty Holders (in the case of Section 2.3(a)) or the Majority HMTF Holders (in
the case of Section 2.3(b)), (it being understood and agreed that the Holders of
the  Registrable Securities would not have the right to offer and sell from such
Shelf  Registration  Registrable  Securities  other  than in accordance with the
schedule  and  amounts  set  forth  in  Section  2.3(a)  or  Section  2.3(b), as
applicable).

                                   ARTICLE III

                             REGISTRATION PROCEDURES

3.1     Filings;  Information

In  connection  with  the  registration  of  Registrable  Securities pursuant to
Section  2.1,  Section  2.2  and  Section  2.3  hereof, the Company will use its
reasonable  best  efforts  to  effect  the  registration  of  such  Registrable
Securities  as promptly as is reasonably practicable, and in connection with any
such  request:

     (a)     The Company will expeditiously prepare and file with the Commission
a  registration  statement  on any form for which the Company then qualifies and
which  counsel for the Company shall deem appropriate and available for the sale
of the Registrable Securities to be registered thereunder in accordance with the
intended  method of distribution thereof, and use its reasonable best efforts to
cause such filed registration statement to become and remain effective (i)  with
respect  to  any Demand Registration or Piggyback Registration, for such period,
not to exceed 60 days, as may be reasonably necessary to effect the sale of such
securities,  (ii)  with

                                    PAGE   10
<PAGE>

respect  to  a  Shelf  Registration,  until  the  earlier  of  the  sale  of all
Registrable  Securities thereunder and the fifth anniversary of the Closing Date
(or  if  such  Shelf  Registration  is  filed  or amended on or after the fourth
anniversary of the Closing Date, then the earlier of the sale of all Registrable
Securities  thereunder  and the second anniversary of the effective date of such
Shelf Registration) (it being understood that if at any time all the Registrable
Securities  then  permitted to be sold under such Shelf Registration pursuant to
Section  2.3  have  been  sold  but  the  Holders  have the right to request the
addition  of  additional Registrable Securities to the Shelf Registration in the
future pursuant to Section 2.3, the Company may (at its option) either cause the
registration  statement  to  remain effective (notwithstanding the fact that all
securities then registrable on such shelf registration statement shall have been
sold) and file post-effective amendments when required to permit the sale of the
additional  Registrable  Securities or prepare and file, and cause to become and
remain  effective, a new shelf registration statement to effect the registration
of the additional Registrable Securities when required pursuant to Section 2.3);
provided  that  if the Company shall furnish to the Selling Holder a certificate
signed  by  the Company's Chairman, President or any Executive Vice-President or
Vice-President  stating  that the Company's Board of Directors has determined in
good  faith  that  it  would  be detrimental or otherwise disadvantageous to the
Company  or  its  stockholders  for such a registration statement to be filed as
expeditiously  as possible because the sale of Registrable Securities covered by
such  Registration  Statement  or  the  disclosure of information in any related
prospectus  or  prospectus  supplement  would  materially  interfere  with  any
acquisition,  financing  or  other  material  event or transaction which is then
intended  or  the  public  disclosure  of  which at the time would be materially
prejudicial to the Company, the Company may postpone the filing or effectiveness
of  a  registration  statement  for a period of not more than 120 days; provided
that during any 360-day period the Company shall use its reasonable best efforts
to  permit  a  period  of at least 180 consecutive days during which the Company
will  make a registration statement available under this Agreement; and provided
further  that  if  (i)  the  effective  date of any registration statement filed
pursuant  to a Demand Registration would otherwise be at least 45 calendar days,
but fewer than 90 calendar days, after the end of the Company's fiscal year, and
(ii) the Securities Act requires the Company to include audited financials as of
the  end  of  such  fiscal year, the Company may delay the effectiveness of such
registration  statement  for  such  period as is reasonably necessary to include
therein  its  audited financial statements for such fiscal year.  If the Company
exercises  its  right  to postpone the filing or effectiveness of a registration
statement, the applicable Requesting Holders shall be entitled to withdraw their
request  for  such  Demand  Registration  and  it  shall  not  count as a Demand
Registration.

     (b)     Anything  in  this Agreement to the contrary notwithstanding, it is
understood  and  agreed that the Company shall not be required to keep any shelf
registration  effective  or  useable  for  offers  and  sales of the Registrable
Securities, file a post effective amendment to a shelf registration statement or
prospectus  supplement  or to supplement or amend any registration statement, if
the Company is then involved in discussions concerning, or otherwise engaged in,
any  material financing or investment, acquisition or divestiture transaction or
other material business purpose if the Company determines in good faith that the
making  of  such  a filing, supplement or amendment at such time would interfere
with  such  transaction or purpose.  The Company shall promptly give the Holders
of  Registrable  Securities  written  notice  of  such postponement containing a
general  statement  of the reasons for such postponement and an approximation of
the  anticipated  delay.  Upon  receipt by a Holder of Registrable Securities of
notice  of  an  event  of the kind described in this Section 3.1(b), such Holder
shall  forthwith

                                    PAGE   11
<PAGE>

discontinue  such  Holder's  disposition  of  Registrable  Securities until such
Holder's  receipt  of notice from the Company that such disposition may continue
and  of  any  supplemented  or amended prospectus indicated in such notice.  The
Company  shall  use  its  reasonable best efforts to permit sales of Registrable
Securities on such shelf registration statement for at least 180 days during any
360-day  period.  In  the event the Company shall give notice of an event of the
kind  described  in  this  Section  3.1(b),  the Company shall extend the period
during which the applicable registration statement shall be maintained effective
as  provided  in  Section  3.1(a) hereof by the number of days during the period
from  and  including  the date of the giving of such notice to the date when the
Company  shall give notice to the Selling Holders that such dispositions of such
Registrable Securities may continue and shall have made available to the Selling
Holders  any  such  supplemented  or  amended  prospectus.

     (c)     The  Company  will, if requested, prior to filing such registration
statement  or  any  amendment  or  supplement  thereto,  furnish  to the Selling
Holders,  and  each applicable managing Underwriter, if any, copies thereof, and
thereafter  furnish  to  the  Selling Holders and each such Underwriter, if any,
such  number  of copies of such registration statement, amendment and supplement
thereto  (in each case including all exhibits thereto and documents incorporated
by reference therein) and the prospectus included in such registration statement
(including  each  preliminary  prospectus)  as  the Selling Holders or each such
Underwriter  may  reasonably  request  in  order  to  facilitate the sale of the
Registrable  Securities  by  the  Selling  Holders.

     (d)     After  the  filing  of the registration statement, the Company will
promptly  notify  the  Selling  Holders  of  any  stop  order  issued or, to the
Company's  knowledge,  threatened  to  be  issued by the Commission and take all
reasonable actions required to prevent the entry of such stop order or to remove
it  if  entered.

     (e)     The Company will use its commercially reasonable efforts to qualify
the  Registrable  Securities  for  offer and sale under such other securities or
blue  sky laws of such jurisdictions in the United States as the Selling Holders
reasonably  request;  keep each such registration or qualification (or exemption
therefrom)  effective  during the period in which such registration statement is
required  to  be  kept effective; and do any and all other acts and things which
may  be  reasonably  necessary  or  advisable  to  enable each Selling Holder to
consummate  the  disposition of the Registrable Securities owned by such Selling
Holder  in such jurisdictions; provided that the Company will not be required to
(i)  qualify  generally  to  do  business in any jurisdiction where it would not
otherwise  be  required  to  qualify but for this paragraph 3.1(e), (ii) subject
itself  to taxation in any such jurisdiction or (iii) consent to general service
of  process  in  any  such  jurisdiction.

     (f)     The  Company  will as promptly as is practicable notify the Selling
Holders,  at  any time when a prospectus relating to the sale of the Registrable
Securities  is  required  by  law to be delivered in connection with sales by an
Underwriter  or dealer, of the occurrence of any event requiring the preparation
of a supplement or amendment to such prospectus so that, as thereafter delivered
to  the  purchasers  of  such  Registrable  Securities, such prospectus will not
contain  an  untrue  statement  of a material fact or omit to state any material
fact  required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading and
promptly  make available to the Selling Holders and to the Underwriters any such
supplement  or  amendment.  Upon  receipt  of  any  notice  of  the  occurrence

                                    PAGE   12
<PAGE>

of  any  event  of the kind described in the preceding sentence, Selling Holders
will forthwith discontinue the offer and sale of Registrable Securities pursuant
to the registration statement covering such Registrable Securities until receipt
by  the  Selling Holders and the Underwriters of the copies of such supplemented
or  amended  prospectus  and, if so directed by the Company, the Selling Holders
will deliver to the Company all copies, other than permanent file copies then in
the  possession  of Selling Holders, of the most recent prospectus covering such
Registrable  Securities at the time of receipt of such notice.  In the event the
Company shall give such notice, the Company shall extend the period during which
such registration statement shall be maintained effective as provided in Section
3.1(a)  hereof  by  the  number of days during the period from and including the
date  of  the  giving  of  such  notice  to the date when the Company shall make
available  to  the  Selling  Holders  such  supplemented  or amended prospectus.

     (g)     The  Company  will  enter  into  customary agreements (including an
underwriting  agreement  in  customary  form)  and  take  such  other  actions
(including,  without  limitation,  participation  in  road  shows  and  investor
conference calls) as are required in order to expedite or facilitate the sale of
such  Registrable  Securities.

     (h)     At  the  request  of  any  Underwriter  in  connection  with  an
underwritten  offering  the  Company  will  furnish  (i)  an opinion of counsel,
addressed  to  the Underwriters, covering such customary matters as the managing
Underwriter  may reasonably request and (ii) a comfort letter or comfort letters
from  the  Company's  independent  public  accountants  covering  such customary
matters  as  the  managing  Underwriter  may  reasonably  request.

     (i)     If requested by the managing Underwriter or any Selling Holder, the
Company  shall promptly incorporate in a prospectus supplement or post effective
amendment  such  information  as  the managing Underwriter or any Selling Holder
reasonably  requests  to be included therein, including without limitation, with
respect  to  the  Registrable  Securities being sold by such Selling Holder, the
purchase  price  being paid therefor by the Underwriters and with respect to any
other  terms  of  the  underwritten offering of the Registrable Securities to be
sold in such offering, and promptly make all required filings of such prospectus
supplement  or  post  effective  amendment.

     (j)     The  Company  shall  promptly  make available for inspection by any
Selling  Holder  or Underwriter participating in any disposition pursuant to any
registration  statement,  and  any  attorney,  accountant  or  other  agent  or
representative retained by any such Selling Holder or Underwriter (collectively,
the  "Inspectors"),  all  financial  and  other  records,  pertinent  corporate
documents  and properties of the Company (collectively, the "Records"), as shall
be  reasonably  necessary  to  enable  them  to  exercise  their  due  diligence
responsibility,  and  cause  the  Company's officers, directors and employees to
supply  all  information requested by any such Inspector in connection with such
registration  statement;  provided,  however, that unless the disclosure of such
Records  is  necessary  to  avoid  or  correct a misstatement or omission in the
registration  statement  or the release of such Records is ordered pursuant to a
subpoena  or  other  order  from  a court of competent jurisdiction, the Company
shall  not be required to provide any information under this subparagraph (j) if
(A)  the Company believes, after consultation with counsel for the Company, that
to  do  so  would cause the Company to forfeit an attorney-client privilege that
was  applicable  to  such  information  or  (B)  if  either  (1) the Company has
requested  and  been  granted from the Commission confidential treatment of such
information  contained  in  any  filing  with  the

                                    PAGE   13
<PAGE>

Commission  or documents provided supplementally or otherwise or (2) the Company
reasonably  determines  in  good faith that such Records are confidential and so
notifies  the  Inspectors  in  writing  unless  prior  to  furnishing  any  such
information  with  respect  to  (A) or (B) such Holder of Registrable Securities
requesting  such information agrees to enter into a confidentiality agreement in
customary  form  and subject to customary exceptions; provided further, however,
that  each  Holder  of Registrable Securities agrees that it will, upon learning
that  disclosure of such Records is sought in a court of competent jurisdiction,
give  notice  to the Company and allow the Company, at its expense, to undertake
appropriate action and to prevent disclosure of the Records deemed confidential.

     (k)     The  Company shall cause the Registrable Securities included in any
registration  statement to be (A) listed on each securities exchange, if any, on
which  similar  securities  issued  by  the  Company  are  then  listed,  or (B)
authorized  to  be quoted and/or listed (to the extent applicable) on the Nasdaq
National  Market  if  the  Registrable  Securities  so  qualify.

     (l)     The  Company  shall  provide  a  CUSIP  number  for the Registrable
Securities  included  in any registration statement not later than the effective
date  of  such  registration  statement.

     (m)     The  Company  shall  cooperate  with  each  Selling Holder and each
Underwriter  participating in the disposition of such Registrable Securities and
their respective counsel in connection with any filings required to be made with
the  National  Association  of  Securities  Dealers,  Inc.

     (n)     The Company shall during the period when the prospectus is required
to  be  delivered under the Securities Act, promptly file all documents required
to  be  filed with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d)
of  the  Exchange  Act.

     (o)     The  Company will make generally available to its security holders,
as soon as reasonably practicable, an earnings statement covering a period of 12
months,  beginning  within  three  months  after  the  effective  date  of  the
registration statement, which earnings statement shall satisfy the provisions of
Section  11(a)  of  the  Securities  Act  and  the  rules and regulations of the
Commission  thereunder.

     The  Company  may require Selling Holders promptly to furnish in writing to
the  Company  such  information  regarding  such  Selling  Holders,  the plan of
distribution  of the Registrable Securities and other information as the Company
may  from  time  to  time  reasonably  request  or as may be legally required in
connection  with  such  registration.

3.2     Registration  Expenses

     In  connection  with any Registration effected hereunder, the Company shall
pay  the  following  expenses incurred in connection with such registration (the
"Registration  Expenses"):  (i) registration and filing fees with the Commission
and the National Association of Securities Dealers, Inc., (ii) fees and expenses
of  compliance  with  securities or blue sky laws (including reasonable fees and
disbursements  of  counsel  in  connection  with  blue sky qualifications of the
Registrable  Securities),  (iii)  printing  expenses,  (iv)  fees  and  expenses
incurred  in  connection  with  the  listing  or  quotation  of  the Registrable
Securities,  (v)  fees  and  expenses  of  counsel  to  the

                                    PAGE   14
<PAGE>

Company  and  the  reasonable  fees and expenses of independent certified public
accountants  for  the  Company  (including fees and expenses associated with the
special audits or the delivery of comfort letters), (vi) the reasonable fees and
expenses  of  any  additional experts retained by the Company in connection with
such  registration,  (vii)  all  roadshow  costs  and  expenses  not paid by the
Underwriters  and (viii) the reasonable fees and expenses of one counsel for the
Selling  Holders.

                                   ARTICLE IV

                        INDEMNIFICATION AND CONTRIBUTION

4.1     Indemnification  by  the  Company

     The  Company  agrees to indemnify and hold harmless each Selling Holder and
its Affiliates and their respective officers, directors, partners, stockholders,
members,  employees,  agents  and representatives and each Person (if any) which
controls  a  Selling  Holder  within  the  meaning  of  either Section 15 of the
Securities  Act or Section  20 of the Exchange Act, from and against any and all
losses,  claims,  damages, liabilities, costs and expenses (including reasonable
attorneys'  fees)  caused  by,  arising out of, resulting from or related to any
untrue  statement  or  alleged  untrue statement of a material fact contained or
incorporated  by  reference in any registration statement or prospectus relating
to  the  Registrable Securities (as amended or supplemented if the Company shall
have  furnished  any  amendments  or  supplements  thereto)  or  any preliminary
prospectus,  or  caused  by  any omission or alleged omission to state therein a
material  fact required to be stated therein or necessary to make the statements
therein  not  misleading,  except  insofar  as  such  losses, claims, damages or
liabilities  are caused by or based upon any information furnished in writing to
the  Company by or on behalf of such Selling Holder expressly for use therein or
by  the Selling Holder's failure to deliver a copy of the registration statement
or  prospectus  or  any  amendments or supplements thereto after the Company has
furnished  the  Selling  Holder with copies of the same; provided, however, that
the  Company  shall  have  no obligation to indemnify under this sentence to the
extent  any  such  losses,  claims, damages or liabilities have been finally and
non-appealably determined by a court to have resulted from such Selling Holder's
willful  misconduct  or  gross negligence.  The Company also agrees to indemnify
any Underwriters of the Registrable Securities, their officers and directors and
each  person  who  controls such Underwriters on substantially the same basis as
that of the indemnification of the Selling Holders provided in this Section 4.1,
except  insofar  as such losses, claims, damages or liabilities are caused by or
based  upon  any information furnished in writing to the Company by or on behalf
of such Underwriter expressly for use therein or by the Underwriter's failure to
deliver  a copy of the registration statement or prospectus or any amendments or
supplements  thereto after the Company has furnished the Underwriter with copies
of  the  same;  provided,  however, that the Company shall have no obligation to
indemnify  under this sentence to the extent any such losses, claims, damages or
liabilities  have  been finally and non-appealably determined by a court to have
resulted  from  any such Underwriter's willful misconduct or gross negligence.

                                    PAGE   15
<PAGE>

4.2     Indemnification  by  Selling  Holders

     Each  Selling Holder agrees to indemnify and hold harmless the Company, its
officers  and  directors,  and  each  Person, if any, which controls the Company
within  the  meaning of either Section 15 of the Securities Act or Section 20 of
the  Exchange Act to the same extent as the foregoing indemnity from the Company
to  each  Selling  Holder,  but  only with reference to information furnished in
writing  by  or  on  behalf  of  such  Selling  Holder  expressly for use in any
registration  statement or prospectus relating to the Registrable Securities, or
any  amendment  or  supplement  thereto,  or  any  preliminary prospectus.  Each
Selling  Holder  also  agrees to indemnify and hold harmless any Underwriters of
the  Registrable  Securities,  their  officers and directors and each person who
controls  such  Underwriters  on  substantially  the  same  basis as that of the
indemnification  of  the  Company  provided  in  this Section 4.2, but only with
reference  to  information  furnished in writing by or on behalf of such Selling
Holder expressly for use in any registration statement or prospectus relating to
the  Registrable  Securities,  or  any  amendment  or supplement thereto, or any
preliminary prospectus.  Each such Selling Holder's liability under this Section
4.2 shall be limited to an amount equal to the net proceeds (after deducting the
underwriting  discount  and  expenses)  received by such Selling Holder from the
sale  of  such Registrable Securities by such Selling Holder.  The obligation of
each  Selling  Holder  shall  be  several  and  not  joint.

4.3     Conduct  of  Indemnification  Proceedings

     In  case any proceeding (including any governmental investigation) shall be
instituted  involving  any  Person  in  respect of which indemnity may be sought
pursuant  to  Section  4.1 or Section 4.2, such Person (the "Indemnified Party")
shall  promptly notify the Person against whom such indemnity may be sought (the
"Indemnifying Party") in writing and the Indemnifying Party, upon the request of
the  Indemnified  Party,  shall  retain  counsel reasonably satisfactory to such
Indemnified  Party  to  represent  such  Indemnified  Party  and  any others the
Indemnifying  Party  may designate in such proceeding and shall pay the fees and
disbursements  of  such  counsel  related  to  such  proceeding.  In  any  such
proceeding,  any  Indemnified  Party  shall  have  the  right  to retain its own
counsel,  but  the  fees and expenses of such counsel shall be at the expense of
such  Indemnified  Party  unless  (i) the Indemnifying Party and the Indemnified
Party  shall  have  mutually agreed to the retention of such counsel or (ii) the
named  parties  to any such proceeding (including any impleaded parties) include
both  the  Indemnified  Party  and  the  Indemnifying  Party and, in the written
opinion  of counsel for the Indemnified Party, representation of both parties by
the  same  counsel  would  be inappropriate due to actual or potential differing
interests between them.  It is understood that the Indemnifying Party shall not,
in  connection  with  any  proceeding  or  related  proceedings  in  the  same
jurisdiction, be liable for the fees and expenses of more than one separate firm
of  attorneys  (in  addition  to  any  local  counsel)  at any time for all such
Indemnified  Parties, and that all such fees and expenses shall be reimbursed as
they  are  incurred.  In  the case of any such separate firm for the Indemnified
Parties,  such  firm  shall be designated in writing by the Indemnified Parties.
The  Indemnifying Party shall not be liable for any settlement of any proceeding
effected  without  its written consent, but if settled with such consent (not to
be  unreasonably  withheld),  or if there be a final judgment for the plaintiff,
the  Indemnifying  Party  shall  indemnify  and  hold  harmless such Indemnified
Parties  from  and against any loss or liability (to the extent stated above) by
reason  of  such  settlement  or  judgment.

                                    PAGE   16
<PAGE>

4.4     Contribution

     If the indemnification provided for in this Article IV is unavailable to an
Indemnified  Party  in  respect of any losses, claims, damages or liabilities in
respect  of  which  indemnity  is  to  be  provided  hereunder,  then  each such
Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall to the
fullest extent permitted by law contribute to the amount paid or payable by such
Indemnified  Party as a result of such losses, claims, damages or liabilities in
such proportion as is appropriate to reflect the relative fault of such party in
connection  with  the  statements  or  omissions  that  resulted in such losses,
claims,  damages  or  liabilities,  as  well  as  any  other  relevant equitable
considerations.  The  relative  fault  of  the Company, a Selling Holder and the
Underwriters  shall  be  determined by reference to, among other things, whether
the  untrue  or  alleged  untrue statement of a material fact or the omission or
alleged  omission  to  state a material fact relates to  information supplied by
such  party  and  the parties' relative intent, knowledge, access to information
and  opportunity  to  correct  or  prevent  such  statement  or  omission.

     The  Company  and  each Selling Holder agrees that it would not be just and
equitable  if  contribution  pursuant to this Section 4.4 were determined by pro
rata  allocation  (even  if the Underwriters were treated as one entity for such
purpose)  or by any other method of allocation that does not take account of the
equitable  considerations  referred  to  in the immediately preceding paragraph.
The  amount  paid  or payable by an Indemnified Party as a result of the losses,
claims,  damages  or  liabilities  referred  to  in  the  immediately  preceding
paragraph  shall  be  deemed  to  include,  subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such Indemnified Party
in  connection  with  investigating  or  defending  any  such  action  or claim.
Notwithstanding  the  provisions  of  this  Article  IV, no Underwriter shall be
required  to  contribute  any  amount in excess of the amount by which the total
price  at  which the securities underwritten by it and distributed to the public
were  offered  to  the  public  exceeds  the  amount  of  any damages which such
Underwriter  has  otherwise  been  required  to  pay by reason of such untrue or
alleged  untrue  statement  or  omission  or  alleged omission, and each Selling
Holder shall not be required to contribute any amount in excess of the amount by
which  the  net proceeds of the offering (before deducting expenses) received by
such  Selling Holder exceeds the amount of any damages which such Selling Holder
has  otherwise  been  required to pay by reason of such untrue or alleged untrue
statement  or  omission  or  alleged  omission.  No  person guilty of fraudulent
misrepresentation  (within  the  meaning of Section 11(f) of the Securities Act)
shall  be  entitled  to  contribution from any Person who was not guilty of such
fraudulent  misrepresentation.

                                    ARTICLE V

                                  MISCELLANEOUS

5.1     Participation  in  Underwritten  Registrations

     No  Person  may  participate  in  any  underwritten  registered  offering
contemplated  hereunder  unless such Person (a) agrees to sell its securities on
the  basis  provided  in  any  underwriting arrangements approved by the Persons
entitled  hereunder to approve such arrangements, (b) completes and executes all
questionnaires,  powers  of  attorney,  custody  arrangements,  indemnities,
underwriting  agreements  and  other  documents  reasonably  required

                                    PAGE   17
<PAGE>

under  the  terms  of  such underwriting arrangements and this Agreement and (c)
furnishes  in writing to the Company such information regarding such Person, the
plan  of distribution of the Registrable Securities and other information as the
Company  may  from  time  to  time  request  or  as  may  be legally required in
connection  with such registration; provided, however, that no such Person shall
be  required  to  make  any representations or warranties in connection with any
such  registration  other  than  representations  and  warranties as to (i) such
Person's  ownership  of  his  or  its  Registrable  Securities  to  be  sold  or
transferred  free  and  clear  of  all liens, claims and encumbrances, (ii) such
Person's  power  and  authority  to  effect such transfer and (iii) such matters
pertaining  to  compliance  with securities laws as may be reasonably requested;
provided  further,  however,  that  the  obligation  of such Person to indemnify
pursuant  to  any  such  underwriting agreements shall be several, not joint and
several, among such Persons selling Registrable Securities, and the liability of
each  such  Person  will  be  in  proportion  to, and provided further that such
liability  will  be  limited to, the net amount received by such Person from the
sale  of  such  Person's  Registrable  Securities pursuant to such registration.

5.2     Rule  144

     The Company covenants that it will file any reports required to be filed by
it  under  the  Securities  Act  and the Exchange Act and that it will take such
further action as the Holders may reasonably request to the extent required from
time  to  time  to  enable  the  Holders  to sell Registrable Securities without
registration  under  the  Securities Act within the limitation of the exemptions
provided  by Rule 144 under the Securities Act, as such Rule may be amended from
time  to  time,  or  any  similar  rule  or  regulation hereafter adopted by the
Commission.  Upon  the  request  of any Holder, the Company will deliver to such
Holder  a  written  statement  as to whether it has complied with such reporting
requirements.

5.3     Holdback  Agreements

     The  Liberty  Holders,  for  so  long  as they collectively own Registrable
Securities  representing  10%  or  more  of  the voting power of the outstanding
voting  securities  of  the  Company,  and the HMTF Holders, for so long as they
collectively  own  Registrable Securities representing 10% or more of the voting
power  of  the outstanding voting securities of the Company, severally agree, in
the event of an underwritten offering by the Company (whether for the account of
the  Company  or  otherwise)  not  to offer, sell, contract to sell or otherwise
dispose  of  any  Registrable  Securities, or any securities convertible into or
exchangeable  or exercisable for such securities, including any sale pursuant to
Rule  144  under  the  Securities  Act  (except  as  part  of  such underwritten
offering),  during  the  14 days prior to, and during the 90-day period (or such
lesser  period  as  the lead or managing underwriters may require) beginning on,
the  effective date of the registration statement for such underwritten offering
(or,  in  the  case  of  an offering pursuant to an effective shelf registration
statement  pursuant  to  Rule  415,  the  pricing  date  for  such  underwritten
offering),  provided  that  in  connection  with such underwritten offering each
officer  and  director  of  the  Company and holder of 10% or more of the Common
Stock  is  subject  to restrictions substantially equivalent to those imposed on
the  Liberty  Holders  and  the  HMTF  Holders.

                                    PAGE   18
<PAGE>


5.4     Termination

     The  registration  rights  granted  under  this Agreement will terminate on
April 10, 2015, or such earlier time as there shall no longer be any Registrable
Securities;  provided,  however,  that if all shares of Series A Preferred Stock
outstanding on such date shall not have been redeemed in full in accordance with
Section  10  of  the Certificate of Designations, this Agreement shall remain in
full force and effect with respect to the Registrable Securities until such time
as  the  shares  of  Series  A  Preferred  Stock  have been so redeemed in full.

5.5     Amendments,  Waivers,  Etc.

     This  Agreement  may  not  be  amended,  waived  or  otherwise  modified or
terminated  except  by  an  instrument  in writing signed by the Company and the
Holders  of  at  least  50%  of  the Registrable Securities then held by all the
Holders,  if  the  amendment  is  to  be  effective  against  the  Holders.

5.6     Counterparts

     This  Agreement  may  be executed in one or more counterparts, all of which
shall  be  considered  one and the same agreement.  Each party need not sign the
same  counterpart.

5.7     Entire  Agreement

     This  Agreement  (i)  constitutes  the  entire agreement and supersedes all
prior  agreements  and  understandings, both written and oral, among the parties
with  respect  to  the  subject  matter  hereof.

5.8     Governing  Law

     This  Agreement shall be governed by, and construed in accordance with, the
laws of the State of New York regardless of the laws that might otherwise govern
under  applicable  principles  of  conflicts  of  law  thereof.

5.9     Assignment  of  Registration  Rights

     Each Holder of the Registrable Securities may assign all or any part of its
rights  under this Agreement to any person to whom such Holder sells, transfers,
assigns  or  pledges  such Registrable Securities.  In the event that the Holder
shall  assign  its  rights  pursuant  to  this  Agreement in connection with the
transfer  of  less  than  all  its Registrable Securities, the Holder shall also
retain  its  rights  with  respect  to  its  remaining Registrable Securities.

                                    PAGE   19
<PAGE>

IN  WITNESS WHEREOF, the Company and each Holder has caused this Agreement to be
signed  on  its  behalf  by its officer thereunto duly authorized as of the date
first  written  above.

                          ICG  COMMUNICATIONS,  INC.


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

<PAGE>

                          HMTF  BRIDGE  ICG,  LLC
                          HM4  ICG  QUALIFIED  FUND,  LLC
                          HM4  ICG  PRIVATE  FUND,  LLC
                          HM  PG-IV  ICG,  LLC
                          HM  4-SBS  ICG  COINVESTORS,  LLC
                          HM  4-EQ  ICG  COINVESTORS,  LLC


                         By: /s/ David W. Knickel
                             Name: David W. Knickel
                             Title: Vice President
<PAGE>


                         LIBERTY  MEDIA  CORPORATION


                         By: /s/ Charles Y. Tanabe
                             Name: Charles Y.Tanabe
                             Title: Senior Vice President

<PAGE>

                         GLEACHER/ICG  INVESTORS  LLC


                         By: /s/ Richard Trabulsi
                             Name: Richard Trabulsi
                             Title: Member

<PAGE>

<TABLE>
<CAPTION>



<S>                            <C>                        <C>                  <C>             <C>

SCHEDULE I




                                Series of                             Number
 . . . . . .                     Preferred. .                        of Preferred      Number of    Purchase Price
Purchasers                       Stock                                Shares          Warrants     of the Shares


Liberty Media Corporation . .  Series A-1                              50,000       6,666,667  $  500,000,000
HMTF Bridge ICG, LLC. . . . .  Series A-2                              11,500       1,533,334  $  115,000,000
HM4 ICG Qualified Fund, LLC .  Series A-2                              10,464       1,395,253  $  104,644,000
HM4 ICG Private Fund, LLC . .  Series A-2                                  74           9,885  $      741,000
HM PG-IV ICG, LLC . . . . . .  Series A-2                                 557          74,281  $    5,571,000
HM 4-SBS ICG Coinvestors, LLC  Series A-2                                 251          33,412  $    2,506,000
HM 4-EQ ICG Coinvestors, LLC.  Series A-2                                 154          20,502  $    1,538,000
Gleacher/ICG Investors LLC. .  Series A-3                               2,000         266,666  $   20,000,000
</TABLE>

<PAGE>