EXHIBIT 10.1
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                 PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT

                                 BY AND BETWEEN

                            ICG COMMUNICATIONS, INC.

                                       AND

                   THE PURCHASERS LISTED ON SCHEDULE I HERETO





                                   Dated as of

                                February 27, 2000



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<TABLE>
<CAPTION>



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


ARTICLE I DEFINITIONS                                                               1

ARTICLE II SALE AND PURCHASE                                                        6

2.1       Agreement to Sell and to Purchase; Purchase Price.                        6
2.2       Closing.                                                                  6

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY                           7

3.1                Organization and Standing.                                       7
3.2                Capital Stock.                                                   8
3.3                Authorization; Enforceability.                                   9
3.4                No Violation; Consents.                                          9
3.5                Commission Filings; Financial Statements.                       10
3.6                Private Offering.                                               10
3.7                Provided Information.                                           11
3.8                Material Adverse Change.                                        11
3.9                Litigation.                                                     11
3.10               Permits and Licenses.                                           11
3.11               Intellectual Property, etc.                                     12
3.12               Board Approval.                                                 12
3.13               British Telecommunications.                                     12
3.14               Share Exchange Agreement.                                       12

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS                        13

4.1                Organization; Authorization; Enforceability.                    13
4.2                Private Placement.                                              13
4.3                No Violation; Consents.                                         14
4.4                No Litigation.                                                  15
4.5                No Group Status.                                                15

ARTICLE V COVENANTS OF THE COMPANY                                                 15

5.1                Operation of Business.                                          15
5.2                HMTF and Liberty Directors.                                     16
5.3                Access to Books and Records.                                    18
5.4                Agreement to Take Necessary and Desirable Actions.              18
5.5                Compliance with Conditions; Commercially Reasonable Efforts.    18
5.6                HSR Act Notification.                                           19
5.7                Consents and Approvals.                                         19
5.8                Reservation of Shares.                                          19
5.9                Use of Proceeds.                                                20
5.10               Filing of Certificate of Designation.                           20
5.11               Listing of Shares.                                              20
5.12               Periodic Information.                                           20
5.13               Legends.                                                        20
5.14               Payment; Paying Agent; Certain Information.                     21
5.15               Rights Plan.                                                    21
5.16               Proportional Purchase Right.                                    21
5.17               Modification of Share Exchange Agreement.                       22

ARTICLE VI COVENANTS OF THE PURCHASERS                                             22

6.1                Agreement to Take Necessary and Desirable Actions.              22
6.2                Compliance with Conditions; Commercially Reasonable Efforts.    22

<PAGE>
6.3                HSR Act Notification.                                           22
6.4                Consents and Approvals.                                         23
6.5                Restrictions on Transfer.                                       23
6.6                Standstill.                                                     23

ARTICLE VII CONDITIONS PRECEDENT TO CLOSING                                        24

7.1                Conditions to the Company's Obligations.                        24
7.2                Conditions to Each Purchaser's Obligations.                     25

ARTICLE VIII MISCELLANEOUS                                                         26

8.1                Survival; Indemnification.                                      26
8.2                Notices.                                                        28
8.3                Governing Law.                                                  31
8.4                Termination.                                                    31
8.5                Entire Agreement.                                               32
8.6                Modifications and Amendments.                                   32
8.7                Waivers and Extensions.                                         32
8.8                Titles and Headings.                                            32
8.9                Exhibits and Schedules.                                         32
8.10               Expenses.                                                       32
8.11               Press Releases and Public Announcements.                        32
8.12               Assignment; No Third Party Beneficiaries.                       33
8.13               Severability.                                                   33
8.14               Counterparts.                                                   33
8.15               Further Assurances.                                             33
8.16               Remedies Cumulative.                                            33
8.17               Several Liability of the Purchasers.                            34
8.18               No Duty to Other Purchasers.                                    34
8.19               Specific Performance.                                           34
8.20               No Purchaser Affiliate Liability.                               34


Exhibits

Exhibit A          -  Form of Warrant
Exhibit B          -  Certificate of Designation
Exhibit C          -  Form of Registration Rights Agreement
Exhibit D          -  Form of Legal Opinion
Exhibit E          -  Form of Management Rights Agreement


Schedules

Schedule 3.1(b)     -  Equity Interests
Schedule 3.2        -  Company Capital Stock
Schedule 5.1(iv)    -  Dividends or Distributions on Capital Stock
</TABLE>

<PAGE>
                                     This  PREFERRED  STOCK  AND
                 WARRANT  PURCHASE  AGREEMENT  is  dated  as  of
                 February  27,  2000  (this"Agreement"),  by and
                 between  ICG the  "Purchasers").

          WHEREAS, the Company proposes, subject to the terms and conditions set
forth  herein,  to  issue  and  sell  to the Purchasers 750,000 shares of its 8%
Series  A Convertible Preferred Stock, initial liquidation preference $1,000 per
share,  par  value  $0.01  per  share  (the  "Series  A  Preferred  Stock");

          WHEREAS, the Company proposes, subject to the terms and conditions set
forth herein, to issue and sell to the Purchasers warrants (each a "Warrant" and
together,  the "Warrants") to purchase 10,000,000 shares of the Company's Common
Stock,  par  value  $0.01 per share (the "Warrant Shares"), in substantially the
form  of  Exhibit  A  attached  hereto;

          WHEREAS,  subject  to  the terms and conditions set forth herein, each
Purchaser  desires  to  purchase such Series A Preferred Stock and Warrants from
the  Company;

          NOW,  THEREFORE,  the  parties  hereto, intending to be legally bound,
hereby  agree  as  follows:

                                    ARTICLE I
                                   DEFINITIONS

     (a)     As  used  in  this  Agreement,  the  following terms shall have the
following  meanings:

     "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.

     "Applicable  Law"  means  (a)  any  United  States Federal, state, local or
foreign  law,  statute,  rule,  regulation,  order,  writ, injunction, judgment,
decree  or  permit  of  any  Governmental  Authority and (b) any rule or listing
requirement  of any applicable national stock exchange or listing requirement of
any  national  stock  exchange  or Commission recognized trading market on which
securities  issued  by  the  Company  or  any  of the Subsidiaries are listed or
quoted.

                                    PAGE   2
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          "Business  Day" means any day other than a Saturday, a Sunday, the day
after Thanksgiving or a day when banks in The City of New York are authorized by
Applicable  Law  to  be  closed.

          "Capital  Stock"  means  (i)  with  respect  to  any  Person that is a
corporation,  any  and  all  shares,  interests, participations, rights or other
equivalents (however designated) of corporate stock and (ii) with respect to any
other  Person, any and all partnership or other equity interests of such Person.

          "Certificate  of  Designation" means the Certificate of Designation of
the  Powers, Preferences and Relative, Participating, Optional and Other Special
Rights  and Qualifications, Limitations and Restrictions thereof relating to the
Series  A  Preferred  Stock,  in  the  form  attached  hereto  as  Exhibit  B.

          "Commission"  means  the  United  States  Securities  and  Exchange
Commission.

          "Commission  Filings"  means  all reports, registration statements and
other  filings  filed  by  the  Company  with  the Commission (and all notes and
schedules  thereto  and  documents  incorporated  by  reference  therein).

          "Common  Stock" means the  common stock, par value $0.01 per share, of
the  Company.

          "Contract"  means  any  contract,  lease,  loan  agreement,  mortgage,
security  agreement,  trust  indenture,  note, bond, or other agreement (whether
written  or  oral)  or  instrument.

          "Conversion Shares" means the shares of Common Stock issuable upon the
conversion  of  the Series A Preferred Stock in accordance with the terms of the
Certificate  of  Designation.

          "Equity  Documents"  means  this  Agreement,  the  Registration Rights
Agreement, the Certificate of Designation, the Management Rights Agreements, the
Share  Exchange  Agreement  and  the  Warrants.

          "Exchange  Act" means the Securities Exchange Act of 1934, as amended,
and  the  rules  and  regulations  of  the  Commission  promulgated  thereunder.

          "filed,"  when  used  with respect to a Commission Filing, means filed
with  the  Commission  and  publicly  available.

          "GAAP"  means  United States generally accepted accounting principles,
consistently  applied.

          "Gleacher  Group" means Gleacher/ICG Investors LLC and its Affiliates.

          "Gleacher  Holders"  means  members  of  the  Gleacher  Group that are
holders  of  all  or  a  portion  of  the  Gleacher  Shares.

                                    PAGE   3
<PAGE>

          "Gleacher  Shares"  means  (i)  the shares of Series A Preferred Stock
issued  to  Gleacher on the Closing Date under this Agreement held by members of
the  Gleacher  Group  plus (ii) the shares of Common Stock issued to and held by
members  of  the  Gleacher  Group  upon  conversion of the shares referred to in
clause  (i)  above.

          "Governmental  Authority"  means  (i)  any  foreign, Federal, state or
local  court  or  governmental  or  regulatory  agency  or  authority,  (ii) any
arbitration board, tribunal or mediator and (iii) any national stock exchange or
Commission  recognized  trading market on which securities issued by the Company
or  any  of  the  Subsidiaries  are  listed  or  quoted.

          "HMTF"  means  Hicks,  Muse,  Tate  &  Furst  Incorporated,  a  Texas
corporation.

          "HMTF  Funds"  means  the  funds  affiliated  with  the HMTF Purchaser
identified  by  the  HMTF  Purchaser  on  or  prior  to  the  Closing  Date.

          "HMTF  Group"  means  HMTF  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  HMTF  Purchaser  and  its  Affiliates.

          "HMTF Holders" means members of the HMTF Group that are holders of all
or  a  portion  of  the  HMTF  Shares.

          "HMTF  Purchaser"  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.

          "HMTF  Shares" means the HMTF Issued Series A Preferred Shares held by
members  of the HMTF Group plus the shares of Common Stock issued to and held by
members  of the HMTF Group upon conversion of the HMTF Issued Series A Preferred
Shares  or  upon  exercise  of  the  Warrants held by members of the HMTF Group.

          "HSR  Act"  means  the Hart-Scott-Rodino Antitrust Improvements Act of
1976,  as  amended,  and  applicable  rules  and  regulations.

          "Liberty"  means  Liberty  Media  Corporation, a Delaware corporation,
provided  that  if  substantially all of the assets of Liberty Media Corporation
are  at  any  time  hereafter contributed to Liberty Media Group LLC, a Delaware
limited  liability company, then from and after such contribution, Liberty shall
mean  Liberty  Media  Group  LLC.

          "Liberty  Group"  means  Liberty  and  its  Affiliates.

          "Liberty  Holders" means members of the Liberty Group that are holders
of  all  or  a  portion  of  the  Liberty  Shares.

          "Liberty  Shares"  means  the Liberty Issued Series A Preferred Shares
held  by  members of the Liberty Group plus the shares of Common Stock issued to
and  held  by  members

                                    PAGE   4
<PAGE>
of  the  Liberty  Group upon conversion of the Liberty Issued Series A Preferred
Shares  or  upon  exercise of the Warrants held by members of the Liberty Group.

          "Lien"  means  any  mortgage,  pledge, lien, security interest, claim,
restriction,  charge  or  encumbrance  of  any  kind.

          "Management  Rights Agreements" means the Management Rights Agreements
to  be dated as of the Closing Date, to be executed by the Company and delivered
to  the  HMTF  Funds,  a  form  of  which  is  attached  as  Exhibit  E.

          "Material  Adverse  Effect"  means  a  material  adverse effect on the
condition (financial or otherwise), business, assets or results of operations of
the  Company  and  its  Subsidiaries,  taken  as  a  whole.

          "Permitted  Transferee"  means,  with respect to any Purchaser, or any
Permitted  Transferee  of  any  Purchaser,  (i)  any Purchaser Affiliate of such
Purchaser  that  is  not  a  holder  of  Common  Stock  on the date hereof or an
Affiliate of such holder; (ii) any Person that is a member of the Liberty Group;
and  (iii)  any  Person  that  is  a  member  of  the  HMTF Group and any Person
investing, directly or indirectly, in or in parallel with any member of the HMTF
Group;  provided,  however, that each Permitted Transferee must agree in writing
pursuant  to a Permitted Transferee Agreement, in accordance with the provisions
of Section 6.5, to be bound by the terms, and subject to the conditions, of this
Agreement  to  the  same  extent,  and  in  the same manner, as the transferring
Purchaser  prior to the transfer of any Securities to such Permitted Transferee;
and  provided,  further,  that the transfer of Securities from such Purchaser to
such  Permitted Transferee is in compliance with all applicable securities laws.

          "Person"  means  any  individual,  partnership,  corporation,  limited
liability  company,  joint  venture,  association,  joint-stock  company, trust,
unincorporated  organization,  government  or  agency  or  political subdivision
thereof,  or  other  entity.

          "Purchaser  Affiliate"  means (a) any direct or indirect holder of any
equity  interests  or  securities  in  any Purchaser (whether limited or general
partners,  members,  stockholders  or  otherwise),  (b)  any  Affiliate  of  any
Purchaser or (c) any director, officer, employee, representative or agent of (i)
such  Purchaser,  (ii)  any  Affiliate  of such Purchaser or (iii) any holder of
equity  interests  or  securities  referred  to  in  clause  (a)  above.

          "Registration  Rights  Agreement"  means  the  Registration  Rights
Agreement,  to  be dated as of the Closing Date, to be entered into by and among
the  Company  and  the  Purchasers,  in  the  form attached hereto as Exhibit C.

          "Securities"  means  the  Shares  and  the  Warrants.

          "Securities Act" means the Securities Act of 1933, as amended, and the
rules  and  regulations  of  the  Commission  promulgated  thereunder.

          "Series  A  Preferred  Stock"  has  the meaning set forth in the first
recital  to  this  Agreement.  The Series A Preferred Stock has the designation,
powers, preferences and rights, and qualifications, limitations and restrictions
thereof  set  forth  in  the  Certificate  of  Designation.

                                    PAGE   5
<PAGE>
          "Share  Exchange Agreement" means the Share Exchange Agreement between
Quadrangle  Investments,  Inc. and a Subsidiary of the Company to be dated as of
February  28,  2000.

          "Shares" means the shares of Series A Preferred Stock to be issued and
sold  by  the  Company  to  the  Purchasers  pursuant  to  Section  2.1  hereof.

          "Subsidiary"  means,  with  respect  to any Person (i) a corporation a
majority of whose capital stock with voting power, under ordinary circumstances,
to elect directors is at the time, directly or indirectly, owned by such Person,
by  a  subsidiary of such Person, or by such Person and one or more subsidiaries
of  such Person, (ii) a partnership in which such Person or a subsidiary of such
Person  is,  at the date of determination, a general partner of such partnership
and  has  the power to direct the policies and management of such partnership or
(iii)  any  other  Person  (other  than  a  corporation) in which such Person, a
subsidiary  of  such  Person or such Person and one or more subsidiaries of such
Person, directly or indirectly, at the date of determination thereof, has (A) at
least  a  majority  ownership  interest  or (B) the power to elect or direct the
election  of  the  directors  or  other  governing  body  of  such  Person.

     "Transactions"  means  the  transactions contemplated by this Agreement and
the  other  Equity  Documents.

     (b)     As  used  in  this  Agreement,  the  following terms shall have the
meanings  given  thereto  in  the  Sections  set  forth  opposite  such  terms:

<TABLE>
<CAPTION>

<S>                                       <C>
Term                                          Section
Agreement. . . . .     . . . . . . . . . . .  Preamble
Closing. . . . . . . . . . . . . . . . .           2.2
Closing Date . . . . . . . . . . . . . .           2.2
Company. . . . . . . . .     . . . . . . . .  Preamble
Conversion Agent . . . . . . . . . . . .   5.14(b)(ii)
DGCL . . . . . . . . . . . . . . . . . .        3.2(b)
HMTF Director. . . . . . . . . . . . . .        5.2(a)
HMTF Issued Series A Preferred Shares. .        5.2(a)
Indemnified Party. . . . . . . . . . . .        8.1(c)
Indemnified Person . . . . . . . . . . .        8.1(b)
Indemnifying Party . . . . . . . . . . .        8.1(c)
Information. . . . . . . . . . . . . . .           3.7
Issuance . . . . . . . . . . . . . . . .           2.1
Liberty Director . . . . . . . . . . . .        5.2(b)
Liberty Issued Series A Preferred Shares     5.2(b)(i)
Losses . . . . . . . . . . . . . . . . .        8.1(b)
Notices. . . . . . . . . . . . . . . . .           8.2
Paying Agent . . . . . . . . . . . . . .    5.14(b)(i)
Permitted Transferee Agreement . . . . .           6.5
Projections. . . . . . . . . . . . . . .           3.7

                                    PAGE   6
<PAGE>
    Term . . . . . . . . . . . . . . . .  Section

Purchaser; Purchasers. . . . . . . . .     .  Preamble
Purchase Price . . . . . . . . . . . . .           2.1
Registrar. . . . . . . . . . . . . . . .  5.14(b)(iii)
Securities Transfer. . . . . . . . . . .           6.5
Supplying Purchasers . . . . . . . . . .          8.18
Warrants . . . . . . . . . . . . .     . . .  Recitals
Warrant Shares . . . . . . . . . .     . . .  Recitals
</TABLE>

                                   ARTICLE II

                                SALE AND PURCHASE

2.1     Agreement  to  Sell  and  to  Purchase;  Purchase  Price.

     On  the  Closing Date, and upon the terms and subject to the conditions set
forth in this Agreement, the Company shall issue and sell to each Purchaser, and
each  Purchaser,  severally  and not jointly, shall purchase and accept from the
Company  such  number  of  Shares  and  Warrants  as  is set forth opposite such
Purchaser's  name on Schedule 1 hereto (the "Issuance"), for a purchase price of
one  thousand dollars ($1,000) per Share (the "Purchase Price"), payable by wire
transfer  of  immediately  available  funds  to  a bank account or bank accounts
designated  by  the  Company  described  in  Section  2.2(a)(i).

2.2     Closing.

     The  closing  of  the Issuance to each Purchaser (the "Closing") shall take
place  on  a date to be specified by the Company and such Purchaser, which shall
be  no  later  than  the  later of (A) the 2nd Business Day after the date as of
which  all  of  the  conditions  set forth in Article VII hereof shall have been
satisfied  as  to  the  purchase by such Purchaser (or, to the extent permitted,
waived  by  the  party  or  parties  entitled to the benefit thereof) and (B) 15
Business  Days  after  the  date  hereof  or  at such other time and date as the
parties  hereto shall agree in writing (such date and time, the "Closing Date"),
at  the  offices  of O'Sullivan Graev & Karabell, LLP, 30 Rockefeller Plaza, New
York, New York 10112 or at such other place as the parties hereto shall agree in
writing.

     At  the  Closing:

     (a)     Each  Purchaser  shall  deliver:

     (i)     against  delivery of a certificate or certificates representing the
Shares  and  the  Warrants being purchased by such Purchaser pursuant to Section
2.1, an amount equal to the aggregate Purchase Price of such Securities via wire
transfer  of  immediately  available  funds  to such bank account as the Company
shall  designate  not  later  than  two Business Days prior to the Closing Date;

     (ii)     a  copy  of  the  Registration  Rights  Agreement executed by such
Purchaser.

     (b)     The  Company  shall  deliver  to  each  Purchaser:

                                    PAGE   7
<PAGE>

     (i)     against  payment  of  the Purchase Price therefor, a certificate or
certificates  representing  the  Shares  and  Warrants  being  purchased by such
Purchaser  pursuant  to  Section  2.1,  which  shall  be  in definitive form and
registered  in  the  name  of such Purchaser or its nominee or designee and in a
single  certificate  or  in  such  other  denominations  as such Purchaser shall
request  not  later  than  two  Business  Days  prior  to  the  Closing  Date;

     (ii)     an  opinion  of  (A) H. Don Teague, General Counsel of the Company
and  (B)  O'Sullivan  Graev  & Karabell, LLP, special counsel to the Company, in
each  case  dated the Closing Date, covering the matters set forth on Exhibit D,
in  form  and  substance  reasonably  acceptable  to  the  Purchasers;

     (iii)     an  officer's  certificate  of  the  Company  as  contemplated by
Section  7.2(f);

     (iv)     a  certificate  of  the  secretary  of  the  Company covering such
matters  as  are customarily covered by such certificates, in form and substance
reasonably  acceptable  to  the  Purchasers;

     (v)     a  long-form good standing certificate of the Company issued by the
Secretary  of  State  of  the  State  of  Delaware;  and

     (vi)     a  copy  of  the  Registration  Rights  Agreement  executed by the
Company.

     (c)     The  Company  shall  deliver  to each Purchaser (or its designee) a
transaction  fee  equal  to  3% of the Purchase Price of the Shares purchased by
such  Purchaser,  in  immediately available funds by wire transfer to an account
designated  by  Purchasers at least two Business Days prior to the Closing Date.

                                   ARTICLE III

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     The  Company  hereby  represents and warrants to each Purchaser on the date
hereof  and  on  and  as  of  the  Closing  Date  as  follows:

3.1     Organization  and  Standing.

     (a)     Each  of  the  Company  and  its  material  Subsidiaries  (the "ICG
Subsidiaries")  is  duly  organized, validly existing and in good standing under
the  laws  of its state of organization and has all corporate, limited liability
company and partnership power and authority to own its properties and assets and
to  carry on its business as it is now being conducted.  Each of the Company and
the  ICG Subsidiaries is duly qualified to transact business as a foreign entity
and  is  in  good  standing  in  each jurisdiction in which the character of the
properties  owned  or  leased  by  it  or  the nature of its business makes such
qualification  necessary,  except  for  any such failures to so qualify or be in
good  standing  that  would not, individually or in the aggregate, reasonably be
expected  to  have  a  Material  Adverse  Effect.

                                    PAGE   8
<PAGE>

     (b)     All  of  the  outstanding  shares  of  Capital  Stock  of  each ICG
Subsidiary  have  been  validly issued and are fully paid and non-assessable and
are  owned  directly  or indirectly by the Company, free and clear of all Liens.
The  Company  does  not own any equity interest in any corporation, partnership,
limited  liability company, joint venture, or other entity except as provided on
Schedule  3.1(b)  hereof.

     (c)     The  Company  has  delivered  to  each  Purchaser true and complete
copies  of  the  Company's Certificate of Incorporation, as amended to date, and
By-laws,  as  in  effect  on  the  date  hereof.

3.2     Capital  Stock.

     (a)     As  of  the date of this Agreement, the authorized Capital Stock of
the Company consists solely of (i) 100,000,000 shares of Common Stock, par value
$0.01  per  share,  of which 48,208,955 shares were issued and outstanding as of
the  close  of  business  on  February  24,  2000  and  (ii) 1,000,000 shares of
preferred stock, par value $0.01 per share, of which 12,650.25 shares are issued
and  outstanding. Each share of Capital Stock of the Company that will be issued
and  outstanding immediately following the Closing, including without limitation
the  Shares,  will  be  duly  authorized  and  validly issued and fully paid and
nonassessable,  and  the  issuance  thereof  will  not  have been subject to any
preemptive  rights  or  made  in  violation  of  any  Applicable  Law.

     (b)     Except  as  set  forth  on  Schedule  3.2,  as  of the date of this
Agreement,  there  are  (i)  no  outstanding  options,  warrants,  agreements,
conversion  rights,  exchange rights, preemptive rights or other rights (whether
contingent  or not) to subscribe for, purchase or acquire any issued or unissued
shares of Capital Stock of the Company or any ICG Subsidiary, (ii) no authorized
or  outstanding  stock  appreciation,  phantom  stock,  profit participation, or
similar  rights  with respect to the Company or any Subsidiary, (iii) no rights,
contracts,  commitments or arrangements (contingent or otherwise) obligating the
Company  or  any  ICG  Subsidiary  to  either  (A) redeem, purchase or otherwise
acquire,  or  offer  to  purchase, redeem, or otherwise acquire, any outstanding
shares  of,  or  any  outstanding  warrants or rights of any kind to acquire any
shares  of,  or  any  outstanding  securities  that  are  convertible  into  or
exchangeable  for  any  shares  of, Capital Stock of the Company, or (B) pay any
dividend  or  make  any  distribution  in  respect  of  any  shares  of,  or any
outstanding  securities  that are convertible or exchangeable for any shares of,
Capital Stock of the Company, (iv) no agreements or arrangements under which the
Company  or  any  ICG Subsidiary is obligated to register the sale of any of its
securities  under  the  Securities Act (except as provided hereunder) and (v) no
restrictions  upon,  or  Contracts  or  understandings  of  the  Company  or any
Subsidiary,  or, to the knowledge of the Company, Contracts or understandings of
any  other  Person,  with  respect  to,  the voting or transfer of any shares of
Capital Stock of the Company or any Subsidiary.  Except as set forth on Schedule
3.2,  there  are no securities or instruments containing antidilution or similar
provisions  that  will  be  triggered  by  the consummation of the Transactions.
Except  as  set  forth on Schedule 3.2, no party has any right of first refusal,
right  of  first  offer,  right  of co-sale or other similar right regarding the
Company's  securities.  Except  as  set  forth  on  Schedule  3.2,  there are no
provisions  of  the  Certificate of Incorporation, as amended, or the By-laws of
the  Company, no agreements to which the Company is a party and no agreements by
which  the  Company  or any ICG Subsidiary are bound, that would (a) require the
vote  of  the  holders  of  more  than  a  majority  of  the  shares  of

                                    PAGE   9
<PAGE>

the  Company's  issued and outstanding Common Stock, voting together as a single
class,  to  take  or  prevent  any  corporate  action,  other than those matters
requiring  a  class  vote under General Corporation Law of the State of Delaware
(the  "DGCL"), or (b) entitle any party to nominate or elect any director of the
Company  or  require  any  of  the  Company's  stockholders to vote for any such
nominee  or  other  person  as  a  director  of  the  Company.

     (c)     The  Conversion Shares and Warrant Shares have been duly authorized
and  adequately  reserved  in  contemplation  of  the conversion of the Series A
Preferred Stock and the exercise of the Warrants, respectively, and, when issued
and  delivered in accordance with the terms of the Certificate of Designation or
the  Warrants,  as  the  case  may be, will have been validly issued and will be
fully  paid  and  nonassessable,  and  the  issuance  thereof will not have been
subject  to  any  preemptive  rights or made in violation of any Applicable Law.

     (d)     The  holders  of  the Series A Preferred Stock  will, upon issuance
thereof, have the rights set forth in the Certificate of Designation (subject to
the  limitations  and  qualifications  set  forth  therein  and under the DGCL).

3.3     Authorization;  Enforceability.

     The Company has the power and authority to execute, deliver and perform its
obligations  under  each of the Equity Documents to which it is a party, and has
taken  all action necessary to authorize the execution, delivery and performance
by  it  of each of such Equity Documents and to consummate the Transactions.  No
other  corporate or stockholder proceeding on the part of the Company or any ICG
Subsidiary  is  necessary  for  such  authorization,  execution,  delivery  and
consummation. The Company has duly executed and delivered this Agreement and, at
the Closing, the Company will have duly executed and delivered each of the other
Equity Documents to which it is a party to be executed and delivered at or prior
to  Closing.  This Agreement constitutes, and each of the other Equity Documents
to  which  it  is  a  party,  when  executed  and delivered by the Company, will
constitute,  a  legal,  valid  and binding obligation of the Company enforceable
against  the Company in accordance with its terms, except as such enforceability
may  be  limited  by  (a)  applicable bankruptcy, insolvency, reorganization, or
other  laws of general application affecting enforcement of creditors' rights or
(b)  general  principles  of  equity that restrict the availability of equitable
remedies.

3.4     No  Violation;  Consents.

     (a)     The  execution,  delivery and performance by the Company of each of
the  Equity Documents and the consummation by the Company of the Transactions do
not  and  will  not  contravene  any  Applicable  Law,  except  for  any  such
contravention  that  would  not, individually or in the aggregate, reasonably be
expected  to  have  a  Material  Adverse  Effect.  The  execution,  delivery and
performance  by the Company of each of the Equity Documents and the consummation
of  the  Issuance  (i) will not (A) violate, result in a breach of or constitute
(with or without due notice or lapse of time or both) a default (or give rise to
any  right  of  termination, cancellation or acceleration) under any Contract to
which the Company is a party or by which the Company is bound or to which any of
its  assets  is subject, or (B) result in the creation or imposition of any Lien
upon any of the assets of the Company, except for any such violations, breaches,
defaults  or  Liens that would not, individually or in the aggregate, reasonably
be

                                    PAGE   10
<PAGE>

expected  to  have  a Material Adverse Effect and (ii) will not conflict with or
violate  any  provision  of  the  certificate  of incorporation or bylaws of the
Company  currently  in  effect  or  in  effect  as  of  the  Closing.

     (b)     Except  for (i) the filings by the Company, if any, required by the
HSR  Act,  (ii)  applicable  filings, if any, required by applicable federal and
state securities laws, (iii) applicable filings, if any, required by the Federal
Communication Commission and state public utility commissions and (iv) filing of
the  Certificate  of  Designation  with  the  Secretary of State of the State of
Delaware,  which,  in each case referred to in clauses (i) - (iv), shall be made
(or  are  not  required to be made) on or prior to the Closing Date, no consent,
authorization  or  order  of,  or  filing or registration with, any Governmental
Authority  or  other Person is required to be obtained or made by the Company or
the  ICG  Subsidiaries for the execution and delivery of the Equity Documents or
the  consummation by the Company of the Transactions except where the failure to
obtain  such  consents,  authorizations  or  orders,  or  make  such  filings or
registrations,  would  not,  individually  or  in  the  aggregate, reasonably be
expected  to  have a Material Adverse Effect or a material adverse effect on the
ability  of  the  Company  to  consummate  the  Transactions.

3.5     Commission  Filings;  Financial  Statements.

     (a)     The  Company  has  filed  all  reports, registration statements and
other  filings,  together with any amendments or supplements required to be made
with  respect  thereto,  that  it  has been required to file with the Commission
under  the  Securities  Act and the Exchange Act.  As of the respective dates of
their  filing  with  the  Commission,  the  Commission  Filings  complied in all
material  respects  with the applicable provisions of the Securities Act and the
Exchange Act and did not contain any untrue statement of a material fact or omit
to  state a material fact required to be stated therein or necessary to make the
statements made therein, in the light of the circumstances under which they were
made,  not  misleading.

     (b)     Each  of  the  historical  consolidated financial statements of the
Company  (including  any  related notes or schedules) included in the Commission
Filings  was  prepared  in  accordance  with  GAAP  (except  as may be disclosed
therein),  and  complied in all material respects with the rules and regulations
of  the  Commission.  Such  financial statements fairly present the consolidated
financial  position  of  the Company and its consolidated Subsidiaries as of the
dates thereof and the consolidated results of operations, cash flows and changes
in  stockholders' equity for the periods then ended (subject, in the case of the
unaudited  interim  financial  statements,  to  normal, recurring year-end audit
adjustments).  Except  as reflected in the Commission Filings filed prior to the
date  hereof,  the  Company  does not have any liabilities or obligations of any
nature  (whether  accrued,  absolute,  contingent, unasserted or otherwise) that
individually  or  in  the aggregate would be expected to have a Material Adverse
Effect.

3.6     Private  Offering.

     Based,  in  part,  on  the  Purchasers' representations in Section 4.2, the
offer  and sale of the Securities is exempt from the registration and prospectus
delivery  requirements  of  the  Securities Act. Neither the Company, nor anyone
acting  on  behalf  of  it,  has  offered  or  sold  or  will  offer or sell any
securities,  or  has  taken  or  will  take any other action (including, without
limitation,  any  offering  of any securities of the Company under circumstances
that  would  require,  under  the

                                    PAGE   11
<PAGE>
Securities  Act,  the integration of such offering with the offering and sale of
the  Securities), that would subject the Issuance to the registration provisions
of  the  Securities  Act.

3.7     Provided  Information.

     To  the  knowledge  of  the  Company,  all  written  information (excluding
information  of  a general economic nature and financial projections) concerning
the  Company  and the Transactions (the "Information") that has been prepared by
or  on  behalf of the Company or any of the Company's authorized representatives
and  that  has  been  provided  to  the  Purchasers  or  any of their authorized
representatives  in connection with the Issuance, when taken as a whole, was, at
the  time  made  available, correct in all material respects and did not, at the
time  made available, contain any untrue statement of a material fact or omit to
state  a  material  fact  necessary  in  order  to make the statements contained
therein not misleading in light of the circumstances under which such statements
are made.  All financial projections concerning the Company and the Transactions
(the  "Projections")  that  have been prepared by or on behalf of the Company or
any  of the Company's authorized representatives and that have been delivered to
the Purchasers or any of their authorized representatives in connection with the
Transactions  have  been  reasonably  prepared  on  a  basis reflecting the best
currently  available  estimates  and judgments of the Company's management as to
the  future  financial  performance  of  the Company and the individual business
segments  thereof.

3.8     Material  Adverse  Change.

     Except  as  disclosed  in  the  Commission  Filings filed prior to the date
hereof,  since  September  30, 1999, there has not been any event, occurrence or
development  of  a  state  of circumstances or facts that has had, or could have
reasonably  been  expected  to  have,  (i)  a  Material Adverse Effect or (ii) a
material adverse effect on the ability of the Company to perform its obligations
under  this  Agreement  or  the  other  Equity  Documents.

3.9     Litigation.

     Except  as  disclosed in Commission Filings filed prior to the date hereof,
there  are not any (a) outstanding judgments against or affecting the Company or
any of the ICG Subsidiaries, (b) proceedings pending or, to the knowledge of the
Company,  threatened  against  or  affecting  the  Company  or  any  of  the ICG
Subsidiaries  or  (c)  investigations by any Governmental Authority that are, to
the  knowledge  of  the  Company, pending or threatened against or affecting the
Company  or any of the ICG Subsidiaries that (i) in any manner challenge or seek
to  prevent,  enjoin,  alter  or  materially  delay  the Transactions or (ii) if
resolved  adversely  to  the  Company  or  any  ICG  Subsidiary,  would  have,
individually  or  in  the  aggregate,  a  Material  Adverse  Effect.

3.10     Permits  and  Licenses.

     The  Company  and  the  ICG  Subsidiaries  have  obtained  all governmental
permits,  licenses,  franchises  and authorizations required for the Company and
its  Subsidiaries to conduct their respective businesses as currently conducted,
except  for  those  of  which  the  failure  to obtain would not have a Material
Adverse  Effect.

                                    PAGE   12
<PAGE>

3.11     Intellectual  Property,  etc.

     The Company and the ICG Subsidiaries have all right, title and interest in,
or  a  valid  and  binding license to use, all Company Intellectual Property (as
defined  below).  The Company and the ICG Subsidiaries (i) have not defaulted in
any material respect under any license to use any Company Intellectual Property,
(ii) are not the subject of any proceeding or litigation for infringement of any
third party intellectual property, (iii) have no knowledge of circumstances that
would  be  reasonably expected to give rise to any such proceeding or litigation
and  (iv)  have  no  knowledge  of  circumstances  that  are causing or would be
reasonably  expected to cause the loss or impairment of any Company Intellectual
Property,  other than a default, proceeding, litigation, loss or impairment that
is  not  having  or would not be reasonably expected to have, individually or in
the  aggregate,  a  Material  Adverse  Effect.  "ICG  Communications, Inc." is a
registered  trademark  of the Company in the United States and such registration
has  been  duly  maintained  by  the  Company.

     For  purposes  of  this  Agreement,  "Company  Intellectual Property" means
patents  and  patent  rights,  trademarks  and  trademark rights, tradenames and
tradename  rights,  service  marks  and  service  mark  rights,  copyrights  and
copyright  rights,  trade secret and trade secret rights, and other intellectual
property  rights,  and  all pending applications for and registrations of any of
the  foregoing  that  are used in the conduct of the business of the Company and
the  ICG  Subsidiaries  as  presently  conducted.

3.12     Board  Approval.

     Prior  to  the  execution  of this Agreement, the Board of Directors of the
Company  has  approved  the  Transactions,  including  without  limitation  the
acquisition  of  the Shares, the Warrants, the Conversion Shares and the Warrant
Shares  by the Purchasers and their respective "affiliates" and "associates" (as
those  terms are defined in Section 203 of the DGCL) for all purposes, including
without  limitation  Section  203  of the DGCL, and no Purchaser or affiliate or
associate  (as  so defined) of a Purchaser shall as a result of the execution of
this  Agreement  or  consummation  of  the  transactions  contemplated  by  this
Agreement,  be  subject to any of the restrictions of Section 203 of the DGCL or
any  similar  provisions  of  Applicable  Law.

3.13     British  Telecommunications.

     As of the date hereof, the Company and its Subsidiaries do not, directly or
indirectly, beneficially own (within the meaning of Rule 13d-3 promulgated under
the  Exchange  Act)  any  shares  of  any  class  of  capital  stock  of British
Telecommunications  plc, a company organized under the laws of England and Wales
("BT"),  or any of its Subsidiaries, or any direct or indirect rights or options
to  acquire  (through purchase, exchange, conversion or otherwise) any shares of
any  class  of  capital  stock  of  BT  or  any  of  its  Subsidiaries.

3.14     Share  Exchange  Agreement.

     The  representations  and  warranties of the Subsidiary of the Company that
will  be  a  party  to the Share Exchange Agreement to be set forth in the Share
Exchange  Agreement  will  be  true  and  correct  when  made.

                                    PAGE   13
<PAGE>

                                   ARTICLE IV

                REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS
     Each  Purchaser  severally  as  to  itself  only,  and  not jointly, hereby
represents  and  warrants  to  the  Company  as of the date hereof and as of the
Closing  Date  as  follows:

4.1     Organization;  Authorization;  Enforceability.

     Such  Purchaser  is  duly  organized, validly existing and in good standing
under  the laws of the jurisdiction of its organization and has all corporate or
limited  liability  company power and authority to own its properties and assets
and  to  carry  on  its  business  as it is now being conducted and as currently
proposed  to  be conducted. Such Purchaser has the power to execute, deliver and
perform  its  obligations  under  each  of the Equity Documents to which it is a
party  and  has  taken all action necessary to authorize the execution, delivery
and  performance  by  it  of  such  Equity  Documents  and  to  consummate  the
Transactions.  No  other proceedings on the part of such Purchaser are necessary
for such authorization, execution, delivery and consummation. Such Purchaser has
duly  executed  and delivered this Agreement and, at the Closing, such Purchaser
will  have  duly executed and delivered each of the other Equity Documents to be
executed and delivered by it at or prior to Closing. This Agreement constitutes,
and  each of the other Equity Documents to which such Purchaser is a party, when
executed  and  delivered  by such Purchaser, will constitute, a legal, valid and
binding  obligation  of  such  Purchaser  enforceable  against such Purchaser in
accordance  with  its terms, except as such enforceability may be limited by (a)
applicable  bankruptcy,  insolvency,  reorganization,  or  other laws of general
application affecting enforcement of creditors' rights or (b) general principles
of  equity  that  restrict  the  availability  of  equitable  remedies.

4.2     Private  Placement.

     (a)     Such  Purchaser  understands  that (i) the offering and sale of the
Securities,  the Conversion Shares and the Warrant Shares in the Issuance by the
Company  is  intended  to  be  exempt from registration under the Securities Act
pursuant  to  Section 4(2) thereof and (ii) there is no existing public or other
market  for  the  Securities.

     (b)     Such  Purchaser  (either  alone  or together with its advisors) has
sufficient  knowledge  and experience in financial and business matters so as to
be  capable  of  evaluating  the  merits  and  risks  of  its  investment in the
Securities,  the  Conversion  Shares  and  the Warrant Shares, and is capable of
bearing  the  economic  risks  of  such  investment.

     (c)     Such  Purchaser  is acquiring the Securities, the Conversion Shares
and  the  Warrant  Shares  to  be acquired hereunder for its own account (or for
accounts  over  which it exercises investment authority or as otherwise provided
herein), for investment and not with a view to the public resale or distribution
thereof  in  violation  of  any  securities  law.

     (d)     Such  Purchaser  understands  that  the  Securities, the Conversion
Shares  and  the  Warrant Shares will be issued in a transaction exempt from the
registration  or qualification requirements of the Securities Act and applicable
state securities laws, and that such securities must be held indefinitely unless
a  subsequent  disposition  thereof  is  registered  or  qualified  under

                                    PAGE   14
<PAGE>

the  Securities  Act  and  such  state  securities  laws  or is exempt from such
registration  or  qualification.

     (e)     Such  Purchaser  (A) has been furnished with or has had full access
to  all of the information that it considers necessary or appropriate to make an
informed  investment  decision  with  respect  to the Securities, the Conversion
Shares  and  the  Warrant Shares and that it has requested from the Company, (B)
has  had  an  opportunity to discuss with management of the Company the intended
business  and financial affairs of the Company and to obtain information (to the
extent  the  Company  possessed  such  information  or  could acquire it without
unreasonable effort or expense) necessary to verify any information furnished to
it  or  to  which  it  had  access  and (C) can bear the economic risk of (x) an
investment  in  the  Securities,  the  Conversion  Shares and the Warrant Shares
indefinitely  and  (y)  a  total loss in respect of such investment, and (D) has
such  knowledge and experience in business and financial matters so as to enable
it  to understand and evaluate the risks of and form an investment decision with
respect  to  its  investment  in  the  Securities, the Conversion Shares and the
Warrant  Shares  and  to  protect  its  own  interest  in  connection  with such
investment.

     (f)     The foregoing representations with respect to the Conversion Shares
and  the  Warrant  Shares are made only if and to the extent the offering of the
Shares and the Warrants constitutes an offering of the Conversion Shares and the
Warrant  Shares.

4.3     No  Violation;  Consents.

     (a)     Subject  to  making  the  filings  and  obtaining  the consents and
approvals referred to in Section 4.3(b), the execution, delivery and performance
by such Purchaser of each of the Equity Documents to which it is a party and the
consummation  of the Transactions, do not and will not contravene any Applicable
Law,  except  for  such  contraventions  as  would  not,  individually or in the
aggregate,  reasonably  be  expected  to  have  a material adverse effect on the
ability  of  such  Purchaser  to  timely  perform  its  obligations  under  this
Agreement.  The execution, delivery and performance by such Purchaser of each of
the  Equity  Documents  to  which  it  is  a  party  and the consummation of the
Transactions (i) will not (A) violate, result in a breach of or constitute (with
or  without  due notice or lapse of time or both) a default (or give rise to any
right  of termination, cancellation or acceleration) under any Contract to which
such  Purchaser  is party or by which such Purchaser is bound or to which any of
its  assets  is subject, or (B) result in the creation or imposition of any Lien
upon  any  of  the  assets  of  such  Purchaser, except for any such violations,
breaches,  defaults  or  Liens that would not, individually or in the aggregate,
reasonably  be expected to have a material adverse effect on the ability of such
Purchaser  to timely perform its obligations under this Agreement, and (ii) will
not  conflict  with or violate any provision of the certificate of incorporation
or  bylaws  or  other  governing  documents  of  such  Purchaser.

     (b)     Except  for  (i)  the filings by the Purchaser, if any, required by
the  HSR  Act, and (ii) applicable filings, if any, with the Commission pursuant
to  the Exchange Act, which, in each case, shall be made (or are not required to
be made) on or prior to the Closing Date, no consent, authorization or order of,
or  filing  or  registration with, any Governmental Authority or other Person is
required  to  be  obtained or made by such Purchaser for the execution, delivery
and  performance  of  any  of the Equity Documents to which it is a party or the
consummation  of  the

                                    PAGE   15
<PAGE>

Transactions,  except where the  failure to obtain such consents, authorizations
or  orders, or make such filings or registrations, would not, individually or in
the  aggregate,  reasonably be expected to have a material adverse effect on the
ability  of  such  Purchaser  to  timely  perform  its  obligations  under  this
Agreement.

4.4     No  Litigation.

     There  are  not  any  (a)  outstanding  judgments  against or affecting the
Purchaser  or  any  of  its  Subsidiaries,  (b)  proceedings  pending or, to the
knowledge of the Purchaser, threatened against or affecting the Purchaser or any
of  its  Subsidiaries  or  (c) investigations by any Governmental Authority that
are,  to  the  knowledge  of  the  Purchaser,  pending  or threatened against or
affecting  the  Purchaser  or  any  of  its  Subsidiaries  that,  in  any  case,
individually  or  in  the  aggregate,  would  reasonably  be  expected to have a
material  adverse  effect on the ability of such Purchaser to timely perform its
obligations  under  this  Agreement.

4.5     No  Group  Status.

     Neither  the  Liberty  Group,  on  the one hand, nor the HMTF Group, on the
other hand, is acting as a "group" (within the meaning of Rule 13d-5(b)(1) under
the  Exchange  Act)  together  with,  in the case of the Liberty Group, the HMTF
Group,  and in the case of the HTMF Group, the Liberty Group, in each case, with
respect  to  acquiring,  holding,  voting  or  disposing  of  the  Securities.

                                    ARTICLE V

                            COVENANTS OF THE COMPANY

5.1     Operation  of  Business.

     (a)  From  the  date  hereof until the Closing Date, the Company shall, and
shall  cause  each  of  the  ICG  Subsidiaries  to:

     (i)     operate  its  business  in  all  material  respects in the ordinary
course  and  in  compliance  with  Applicable  Laws;

     (ii)     not  adopt  any  amendment  to its charter or bylaws or comparable
organizational  documents;

     (iii)     not  split,  combine  or  reclassify  any shares of the Company's
Capital  Stock;

     (iv)     except  as  set  forth on Schedule 5.1(iv), not declare or pay any
dividend  or distribution (whether in cash, stock or property) in respect of its
Capital  Stock  or  increase the number of shares subject to the Company's stock
incentive  and  option  plan;

     (v)     not  take  any  action,  or knowingly omit to take any action, that
would,  or  that  would  reasonably  be  expected  to,  result in (A) any of the
representations  and warranties of the Company set forth in Article III becoming
untrue  or  (B)  any  of  the

                                    PAGE   16
<PAGE>

conditions  to  the  obligations  of the Purchasers set forth in Section 7.2 not
being  satisfied  or  (C) the triggering of any of the anti-dilution adjustments
contained  in  the  Certificate  of  Designation  (had  such Certificate been in
effect);  or

     (vi)     enter into any agreement or commitment to do any of the foregoing.

     (b)  Without  the  consent  of  Liberty, neither the Company nor any of its
Subsidiaries  will  voluntarily  acquire  or agree to acquire (through purchase,
exchange,  conversion  or otherwise) beneficial ownership (within the meaning of
Rule  13d-3  promulgated  under  the Exchange Act) of any shares of any class of
capital  stock  of  BT  or  its Subsidiaries or any direct or indirect rights or
options  to  so acquire any shares of any class of capital stock of BT or any of
its  Subsidiaries.

5.2     HMTF  and  Liberty  Directors.

     (a)     For  so  long  as  members of the HMTF Group own any combination of
shares  of  Common  Stock and Series A Preferred Stock representing an amount of
Common  Stock  (on  an as-converted basis) that, taken together, equals at least
the amount of Common Stock that would then have been issuable upon conversion of
50%  or  more of the shares of Series A Preferred Stock issued to members of the
HMTF  Group  on the Closing Date under this Agreement (the "HMTF Issued Series A
Preferred  Shares"),  the  holders  of  a  majority of the then outstanding HMTF
Shares  shall  have  the right to designate one member of the Company's Board of
Directors  or,  if  greater,  such  number  of members of the Company's Board of
Directors  (rounded  up  to  the  next  whole  number)  equal to 10% of the then
authorized  number  of  members  of  the Company's Board of Directors (each such
director  an "HMTF Director"); provided, however, that the right to designate an
HMTF  Director  under  this  Section 5.2 shall be suspended at any time that the
HMTF  Holders  have  the right to elect a person to the Board of Directors under
the  terms  of  the  Series  A  Preferred  Stock set forth in the Certificate of
Designation.  In  the  event  the  holders of a majority of the then outstanding
HMTF  Shares  are  entitled under this Section 5.2 to designate an HMTF Director
for  election to the Company's Board of Directors and elect to have the Board of
Directors  appoint an HMTF Director, they shall so notify the Company in writing
and the Company shall (a) increase the size of the Board of Directors by one and
fill  the  vacancy  created  thereby  by  electing  an  HMTF Director and (b) in
connection  with  the meeting of stockholders of the Company next following such
election,  nominate  an  HMTF  Director  for  election  as  a  director  by  the
stockholders  and  use  its  commercially  reasonable  efforts to cause the HMTF
Director to be so elected.  If the holders of a majority of the then outstanding
HMTF  Shares  are  entitled under this Section 5.2 to designate an HMTF Director
for  election  to  the Company's Board of Directors and a vacancy shall exist in
the  office  of  an  HMTF  Director,  the  holders  of  a  majority  of the then
outstanding HMTF Shares shall be entitled to designate a successor and the Board
of  Directors  shall elect such successor and, in connection with the meeting of
stockholders  of  the  Company  next  following  such  election,  nominate  such
successor  for election as director by the stockholders and use its commercially
reasonable  efforts  to  cause  the  successor  to  be  elected.

     (b)     (i)  For  so  long as members of the Liberty Group in the aggregate
own  any  combination  of  shares  of  Common Stock and Series A Preferred Stock
representing  an  amount  of Common Stock (on an as-converted basis) that, taken
together,  equals  at least the amount of Common Stock that would then have been
issuable  upon  conversion  of  15%  of  the  shares  of

                                    PAGE   17
<PAGE>

Series  A  Preferred Stock issued to members of the Liberty Group on the Closing
Date  under this Agreement (the "Liberty Issued Series A Preferred Shares"), the
members  of  the Liberty Group voting together as a single class, by a plurality
of  the  votes  cast or by the written consent of a majority in interest of such
members,  shall  have  a right to designate one member of the Company's Board of
Directors  or,  if  greater,  such  number  of members of the Company's Board of
Directors  (rounded  up  to  the  next  whole  number)  equal to 10% of the then
authorized  number  of  members  of  the Company's Board of Directors (each such
director a "Liberty Director"); provided, however, that the right to designate a
Liberty  Director under this Section 5.2 shall be suspended at any time that the
Liberty Holders have the right to elect a person to the Board of Directors under
the  terms  of  the  Series  A  Preferred  Stock set forth in the Certificate of
Designation.  In  the  event the members of the Liberty Group are entitled under
this Section 5.2 to designate the Liberty Director for election to the Company's
Board  of  Directors  and elect to have the Board of Directors appoint a Liberty
Director,  they shall so notify the Company in writing and the Company shall (a)
increase  the size of the Board of Directors by one and fill the vacancy created
thereby by electing a Liberty Director and (b) in connection with the meeting of
stockholders  of  the  Company  next following such election, nominate a Liberty
Director  for  election as director by the stockholders and use its commercially
reasonable  efforts  to  cause  the  Liberty  Director to be so elected.  If the
members  of the Liberty Group are entitled under this Section 5.2 to designate a
Liberty  Director for election to the Company's Board of Directors and a vacancy
shall  exist  in  the  office  of a Liberty Director, the members of the Liberty
Group  voting together as a single class, by a plurality of the votes cast or by
the written consent of a majority in interest of such members, shall be entitled
to  designate  a successor and the Board of Directors shall elect such successor
and,  in  connection  with  the  meeting  of  stockholders  of  the Company next
following such election, nominate such successor for election as director by the
stockholders  and use its commercially reasonable efforts to cause the successor
to  be  elected.

          (ii)  For so long as members of the Liberty Group in the aggregate own
any  combination  of  shares  of  Common  Stock  and  Series  A  Preferred Stock
representing  an  amount  of Common Stock (on an as-converted basis) that, taken
together,  equals  at least the amount of Common Stock that would then have been
issuable upon conversion of 50% of the Liberty Issued Series A Preferred Shares,
the  members  of  the  Liberty  Group  voting  together  as a single class, by a
plurality  of the votes cast or by the written consent of a majority in interest
of  such  members,  shall  have  a right, in addition to the rights set forth in
clause  (i)  above, to designate one additional member of the Company's Board of
Directors  or,  if  greater,  such number of additional members of the Company's
Board  of  Directors  (rounded  up to the next whole number) equal to 10% of the
then authorized number of members of the Company's Board of Directors (each such
director an "Additional Liberty Director"); provided, however, that the right to
designate  an  Additional  Liberty  Director  under  this  Section  5.2 shall be
suspended  at any time that the Liberty Holders have the right to elect a person
to  the  Board  of Directors under the terms of the Series A Preferred Stock set
forth  in  the  Certificate  of  Designation.  In  the  event the members of the
Liberty  Group  are  entitled  under this Section 5.2 to designate an Additional
Liberty  Director  for election to the Company's Board of Directors and elect to
have  the  Board of Directors appoint an Additional Liberty Director, they shall
so  notify the Company in writing and the Company shall (a) increase the size of
the  Board  of Directors by one and fill the vacancy created thereby by electing
an  Additional  Liberty  Director  and  (b)  in  connection  with the meeting of
stockholders of the Company next following such election, nominate an Additional
Liberty  Director  for  election  as  director  by  the stockholders and use its
commercially  reasonable

                                    PAGE   18
<PAGE>

efforts  to  cause  an  Additional  Liberty  Director  to be so elected.  If the
members of the Liberty Group are entitled under this Section 5.2 to designate an
Additional Liberty Director for election to the Company's Board of Directors and
a  vacancy  shall  exist  in  the  office of an Additional Liberty Director, the
members  of  the Liberty Group voting together as a single class, by a plurality
of  the  votes  cast or by the written consent of a majority in interest of such
members,  shall  be entitled to designate a successor and the Board of Directors
shall  elect  such successor and, in connection with the meeting of stockholders
of  the  Company  next  following  such  election,  nominate  such successor for
election  as  director  by  the stockholders and use its commercially reasonable
efforts  to  cause  the  successor  to  be  elected.

5.3     Access  to  Books  and  Records.

     (a)     The  Company  shall  afford  to  each  of  the  Purchasers  and the
Purchasers' accountants, counsel and representatives full access upon reasonable
notice  during  normal business hours throughout the period prior to the Closing
Date  (or  the earlier termination of this Agreement pursuant to Section 8.4) to
all  its  properties,  books, Contracts, commitments and records (including, but
not  limited  to,  tax  returns)  and,  during such period, shall, upon request,
furnish  promptly  to each of the Purchasers (i) a copy of each report, schedule
and other document filed or received by any of them pursuant to the requirements
of  Federal  or  state securities laws and (ii) all other information concerning
its business, properties and personnel as the Purchasers may reasonably request,
provided  that  no  investigation  or  receipt  of  information pursuant to this
Section  5.3  shall  affect any representation or warranty of the Company or the
conditions  to  the  obligations  of  the  Purchasers.

     (b)     The  Company  shall  supplement the Information and the Projections
from  time  to  time until the Closing Date if there is a material change in the
Information  and  the  Projections  previously  provided, but no such supplement
shall  be  given  effect  for  purposes  of  determining whether the Company has
breached  any  representations  or  warranties  for  purposes of Section 7.2 and
Section  8.1.

5.4     Agreement  to  Take  Necessary  and  Desirable  Actions.

     The  Company  shall  (a)  subject to the satisfaction of the conditions set
forth  in  Section  7.1, execute and deliver the Equity Documents and such other
documents,  certificates, agreements and other writings, and (b) take such other
actions,  in  each  case, as may be reasonably necessary, desirable or requested
by the Purchasers in order to consummate or implement the Issuance in accordance
with  the  terms  of  this  Agreement.

5.5     Compliance  with  Conditions;  Commercially  Reasonable  Efforts.

     The  Company  shall use all commercially reasonable efforts to cause all of
the  obligations imposed upon it in this Agreement to be duly complied with, and
to  cause  the  conditions  precedent  to  the  obligations of the Purchasers in
Sections  7.2(a)  and  (b)  to  be  satisfied. Upon the terms and subject to the
conditions  of  this Agreement, the Company will use all commercially reasonable
efforts  to  take,  or  cause to be taken, all action, and to do, or cause to be
done,  all  things necessary, proper or advisable consistent with Applicable Law
to  consummate  and  make

                                    PAGE   19
<PAGE>

effective  in the most expeditious manner practicable the Issuance in accordance
with  the  terms  of  this  Agreement.

5.6     HSR  Act  Notification.

     To  the extent required by the HSR Act, the Company shall, to the extent it
has  not already done so, (a) use all commercially reasonable efforts to file or
cause  to  be filed, as promptly as practicable after the execution and delivery
of  this  Agreement,  with  the  United  States Federal Trade Commission and the
Antitrust  Division  of the United States Department of Justice, all reports and
other  documents  required  to  be  filed by it under the HSR Act concerning the
Transactions  and (b) use all commercially reasonable efforts to promptly comply
with  or  cause  to  be  complied with any requests by the United States Federal
Trade  Commission  or  the Antitrust Division of the United States Department of
Justice for additional information concerning such Transactions, in each case so
that  the waiting period applicable to this Agreement and the Transactions under
the HSR Act shall expire as soon as practicable after the execution and delivery
of  this  Agreement.  The  Company  agrees to request, and to cooperate with the
Purchasers  in  requesting,  early  termination of any applicable waiting period
under  the  HSR  Act.

5.7     Consents  and  Approvals.

     The Company (a) shall use all commercially reasonable efforts to obtain all
necessary  consents,  waivers,  authorizations and approvals of all Governmental
Authorities  and of all other Persons required in connection with the execution,
delivery  and  performance  by  the  Company  of  the  Equity  Documents  or the
consummation  of the Issuance and (b) shall diligently assist and cooperate with
the Purchasers in preparing and filing all documents required to be submitted by
the  Purchasers  to  any  Governmental Authority in connection with the Issuance
(which  assistance  and  cooperation  shall  include, without limitation, timely
furnishing,  upon written requests, to the Purchasers all information concerning
the  Company  and  the  Subsidiaries  that  counsel to the Purchasers reasonably
determines  is  required to be included in such documents or would be helpful in
obtaining  any  such  required  consent,  waiver,  authorization  or  approval).
5.8     Reservation  of  Shares.

     The  Company  shall:

     (a)     cause  to be authorized and reserve and keep available at all times
during  which  any  of  the  Shares  and  Warrants remain outstanding, free from
preemptive  rights,  out of its treasury stock or authorized but unissued shares
of Capital Stock, or both, solely for the purpose of effecting the conversion or
exercise  of  the Shares or Warrants pursuant to the terms of the Certificate of
Designation  or  the  Warrants, sufficient shares of Common Stock to provide for
the  issuance  of  the  maximum  number  of  shares issuable upon conversion and
exercise  of  outstanding  Shares  and  Warrants;

     (b)     issue and cause the transfer agent to deliver such shares of Common
Stock  as  required  upon conversion or exercise of the Shares and Warrants; and

                                    PAGE   20
<PAGE>

     (c)     if  any shares of Common Stock reserved for the purpose of issuance
upon  conversion of the Shares and exercise of the Warrants require registration
with  or  approval of any Governmental Authority under any Applicable Law before
such  shares  may  be  validly  issued or delivered, secure such registration or
approval,  as  the  case  may  be, and maintain such registration or approval in
effect  so  long  as  so  required.

5.9     Use  of  Proceeds.

     The  Company  shall use the proceeds from the Issuance for building out its
network,  payment  of  expenses incurred in connection with the Transactions and
for  general  corporate  purposes.

5.10     Filing  of  Certificate  of  Designation.

     Prior  to  the  Issuance,  the  Company  shall  file  the  Certificate  of
Designation  with  the  Secretary  of State of the State of Delaware pursuant to
Section  151(g)  of  the  DGCL.

5.11     Listing  of  Shares.

     The  Company  shall  use  all  commercially reasonable efforts to cause the
Conversion  Shares and the Warrant Shares to be listed or otherwise eligible for
trading  on  the  NASDAQ  National  Market  System  or other national securities
exchange.

5.12     Periodic  Information.

     For  so  long  as the Securities are outstanding the Company shall file all
reports  required  to  be  filed by the Company under Section 13 or 15(d) of the
Exchange  Act  and  shall  provide the holders of the Securities and prospective
purchasers  of  such shares with the information specified in Rule 144A(d) under
the  Securities  Act.

5.13     Legends.

     So  long  as  applicable,  each certificate representing any portion of the
Securities,  shall  contain,  be stamped or otherwise imprinted with a legend in
the  following  form  (in addition to any legend required under applicable state
securities  laws):

"THE  SHARES  REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES LAWS
OF  ANY  STATE  OF  THE  UNITED  STATES.  SUCH  SHARES MAY NOT BE OFFERED, SOLD,
TRANSFERRED,  PLEDGED,  HYPOTHECATED  OR OTHERWISE DISPOSED OF IN THE ABSENCE OF
SUCH  REGISTRATION  OTHER  THAN  PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION
REQUIREMENTS."

After the above requirement for a legend is no longer applicable with respect to
all  or  any  of  the  Securities  because  the applicable Securities are freely
transferable  under  the  Securities  Act,  the

                                    PAGE   21
<PAGE>

Company  shall  remove  such legend upon request from a holder of the applicable
Securities,  if  outside  counsel for such holder reasonably determines that the
transfer  of  such  Securities is no longer restricted by the Securities Act and
outside  counsel  for  the  Company  reasonably  concurs  in such determination.

5.14     Payment;  Paying  Agent;  Certain  Information.

     The  Company  shall:

     (a)     make  any  required  payments  on  the  Securities;

     (b)     maintain  (i)  an  office  or  agency  where  the Securities may be
presented  for  payment (the "Paying Agent"), (ii) an office or agency where the
Securities may be presented for conversion (the "Conversion Agent"), and (iii) a
Registrar,  which  shall  be an  office or an agency where the Securities may be
presented  for  transfer;  and

     (c)     provide  certain  information  to  the  Purchasers,  including such
information and notices as may be necessary for the Purchasers to exercise their
rights under this Agreement and in connection with conversion or exercise of the
Securities.

5.15     Rights  Plan.

     The  Company shall not adopt a "poison pill" shareholder rights plan unless
(a)  the  Company  distributes  to  holders  of the shares of Series A Preferred
Stock,  and  to the holders of the Warrant Shares upon exercise of the Warrants,
such  number  of  rights  as such holders would have received had they converted
their  Shares immediately prior to the record date for such distribution and (b)
the terms of such rights plan exempt the ownership and acquisition of securities
of  the Company (i) by the Liberty Group, or any member thereof, and (ii) by the
HMTF  Group,  or  any  member  thereof,  in each case subject to compliance with
Section  6.6.

5.16     Proportional  Purchase  Right.

     The  Liberty  Holders, the HMTF Holders and the Gleacher Holders shall each
have  the  right,  for  a period beginning on the Closing Date and ending on the
second  anniversary  of the Closing Date, to purchase from the Company their pro
rata  portion (based on the percentage of the outstanding shares of Common Stock
then  held  by the Liberty Holders, the HMTF Holders or the Gleacher Holders, as
the  case  may  be,  on  an  as-converted basis) of any securities issued by the
Company  so  that  such  Holders,  after  giving  effect  to  such  issuance and
corresponding  purchase  by  such  Holders,  shall  be  able  to  maintain their
proportional  ownership  interest  in  the Company.  The purchase price for such
purchases  shall  be equal to the price per share received by the Company in the
issuance  giving  rise  to the purchase right.  This proportional purchase right
shall  not  apply to shares issued pursuant to the Share Exchange Agreement, any
rights  or  obligations  referenced on Schedule 3.2, any shares of capital stock
issued  by  the  Company  in  lieu  of  any  fees payable in connection with the
Transaction  to  the Company's financial advisors, or any shares issued pursuant
to any stock option plan or employee benefit plan existing as of the date hereof
or  approved  by the Board of Directors of the Company.  In the event the shares
are  issued in connection with an acquisition or other transaction not involving
a  financing,  the Company will permit the Liberty Holders, the HMTF Holders and
the  Gleacher  Holders  to

                                    PAGE   22
<PAGE>

purchase  the  appropriate  number of shares in a separate transaction, with the
purchase  price  per  share equal to the valuation per share of the Common Stock
established  by  the Board of Directors of the Company in the transaction giving
rise  to  the  purchase  right.

5.17     Modification  of  Share  Exchange  Agreement.

     The  Company  shall  not,  and  shall cause its Subsidiaries not to, amend,
modify  or  terminate  the  Share  Exchange  Agreement without the prior written
consent  of  the  Liberty  Holders  and  the  HMTF  Holders.

                                   ARTICLE VI

                           COVENANTS OF THE PURCHASERS

     Each  Purchaser, severally as to itself only and not jointly with any other
Purchaser,  hereby  covenants  as  follows:

6.1     Agreement  to  Take  Necessary  and  Desirable  Actions.

     Each  Purchaser shall (a) subject to the satisfaction of the conditions set
forth  in Section 7.2, execute and deliver each of the Equity Documents to which
it  is  a  party  and  such  other documents, certificates, agreements and other
writings  and  (b)  take  such other actions, in each case, as may be reasonably
necessary,  desirable  or  requested  by  the  Company in order to consummate or
implement  the  Transactions  in  accordance  with  the terms of this Agreement.

6.2     Compliance  with  Conditions;  Commercially  Reasonable  Efforts.

     Each  Purchaser  shall use all commercially reasonable efforts to cause all
of  the  obligations imposed upon it in this Agreement to be duly complied with,
and  to  cause  the  conditions  precedent  to the obligations of the Company in
Sections 7.1(a) and (b) (as they relate to such Purchaser) to be satisfied. Upon
the  terms  and subject to the conditions of this Agreement, each Purchaser will
use  all  commercially  reasonable  efforts  to  take, or cause to be taken, all
action,  and  to  do,  or  cause  to  be  done,  all things necessary, proper or
advisable consistent with Applicable Law to consummate and make effective in the
most  expeditious  manner  practicable  the  Transactions in accordance with the
terms  of  this  Agreement.  Nothing  herein  shall  be  construed  to require a
Purchaser  or  any  of  its  Affiliates  to  divest  or  otherwise rearrange the
composition  of any assets or agree to any conditions or requirements which are,
or  are  reasonably  likely  to  be,  materially  adverse  or burdensome to such
Purchaser  or  its Affiliates, as applicable.  Nothing set forth in this Section
6.2  shall  impose  any obligations with respect to any filing or approval under
the  HSR  Act,  which  requirements  are  the  subject  of  Section  6.3.

6.3     HSR  Act  Notification.

     To  the extent required by the HSR Act, each Purchaser shall, if it has not
already done so, (a) use all commercially reasonable efforts to file or cause to
be  filed,  as  promptly as practicable after the execution and delivery of this
Agreement,  with  the  United  States Federal Trade Commission and the Antitrust
Division  of  the  United  States  Department  of Justice, all reports and other
documents  required  to  be  filed  by  it  under  the  HSR  Act  concerning the
transactions

                                    PAGE   23
<PAGE>

contemplated  hereby and (b) use all commercially reasonable efforts to promptly
comply  with  or  cause  to  be  complied with any requests by the United States
Federal  Trade  Commission  or  the  Antitrust  Division  of  the  United States
Department of Justice for additional information concerning such transactions in
each  case  so  that  the  waiting  period  applicable to this Agreement and the
transactions  contemplated  hereby  under  the  HSR  Act shall expire as soon as
practicable  after the execution and delivery of this Agreement.  Each Purchaser
agrees  to  request,  and  to  cooperate  with  the Company in requesting, early
termination  of  any  applicable  waiting  period  under  the  HSR  Act.

6.4     Consents  and  Approvals.

     Each  Purchaser (a) shall use all commercially reasonable efforts to obtain
all  necessary  consents,  waivers,  authorizations  and  approvals  of  all
Governmental  Authorities  other  than  as  expressly  set  forth in Section 6.3
regarding  the HSR Act, and of all other Persons required in connection with the
execution,  delivery  and performance by such Purchaser of this Agreement or the
consummation  of  the Transactions and (b) shall diligently assist and cooperate
with  the Company in preparing and filing all documents required to be submitted
by  the  Company  to  any  Governmental  Authority  in  connection  with  such
Transactions  (which  assistance  and  cooperation  shall  include,  without
limitation,  timely  furnishing  to  the Company all information concerning such
Purchaser  that  counsel  to the Company reasonably determines is required to be
included  in  such  documents or would be helpful in obtaining any such required
consent,  waiver, authorization or approval).  Nothing herein shall be construed
to require a Purchaser or any of its Affiliates to divest or otherwise rearrange
the  composition  of any assets or agree to any conditions or requirements which
are,  or  are  reasonably likely to be, materially adverse or burdensome to such
Purchaser  or  its  Affiliates,  as  applicable.

6.5     Restrictions  on  Transfer.

     No  Purchaser shall sell, assign, transfer, pledge, hypothecate, deposit in
a  voting  trust or otherwise dispose of any portion of the Securities (any such
disposition,  a "Securities Transfer"), other than (a) to a Permitted Transferee
of  such  Purchaser  that  has  agreed in writing (each, a "Permitted Transferee
Agreement")  to  be bound by the terms and provisions of this Section 6.5 to the
same  extent  that  the transferring Purchaser would be bound if it beneficially
owned  the Securities transferred to such  Permitted Transferee or (b)(i) in any
transaction  in  compliance  with  Rule  144  under  the  Securities  Act or any
successor rule or regulation, (ii) in a transaction exempt from the registration
requirements  of  the  Securities  Act  or  (iii)  pursuant  to  a  registration
statement.  Each  Purchaser  shall promptly notify the Company of any Securities
Transfer  to  a Permitted Transferee of such Purchaser, which notification shall
include  a  Permitted Transferee Agreement executed by each Permitted Transferee
of  such  Purchaser  to  whom  any  Securities  have  been  transferred.

6.6     Standstill.

     (a)     Prior  to  the  fifth  anniversary  of the Closing Date, no Liberty
Holder shall purchase any shares of Common Stock (or securities convertible into
or  exchangeable  for  shares  of Common Stock), other than from the Company, if
after  giving  effect thereto and to the shares of Common Stock that the Liberty
Holders  would  have  the  right  to  acquire  on  or  prior  to  the  fifth

                                    PAGE   24
<PAGE>
anniversary  of  the  Closing  Date  upon  conversion  or exercise of securities
acquired  by  such  Holders on the Closing Date, the Liberty Holders, taken as a
whole,  would beneficially own more than 37% of the outstanding shares of Common
Stock  (assuming that all shares of Common Stock that would be issuable upon the
conversion,  on  the  fifth  anniversary  of  the Closing Date, of all shares of
Series  A  Preferred  Stock  issued  on  the  Closing  Date are outstanding, but
otherwise  calculated  in  accordance with Rule 13d-3(d)(1)(i) promulgated under
the  Exchange  Act).  In  no  event  will  any Liberty Holder be deemed to be in
violation of the foregoing provision at any time that the aggregate voting power
of  the  outstanding  voting  securities  of  the  Company  owned by the Liberty
Holders,  taken  as a whole, does not exceed 25.1% of the aggregate voting power
of  all  outstanding  voting  securities  of  the  Company.

     (b)     Prior  to the fifth anniversary of the Closing Date, no HMTF Holder
shall  purchase  any  shares  of Common Stock (or securities convertible into or
exchangeable  for shares of Common Stock), other than from the Company, if after
giving  effect  thereto  and to the shares of Common Stock that the HMTF Holders
would  have  the  right  to  acquire on or prior to the fifth anniversary of the
Closing  Date upon conversion or exercise of securities acquired by such Holders
on  the Closing Date, the HMTF Holders, taken as a whole, would beneficially own
more  than  17.5%  of  the outstanding shares of Common Stock (assuming that all
shares  of Common Stock that would be issuable upon the conversion, on the fifth
anniversary  of  the  Closing  Date,  of  all shares of Series A Preferred Stock
issued  on  the  Closing  Date  are  outstanding,  but  otherwise  calculated in
accordance  with  Rule  13d-3(d)(1)(i)  promulgated  under  the  Exchange  Act).

     (c)     Prior  to  the  fifth  anniversary of the Closing Date, no Gleacher
Holder shall purchase any shares of Common Stock (or securities convertible into
or  exchangeable  for  shares  of Common Stock), other than from the Company, if
after  giving effect thereto and to the shares of Common Stock that the Gleacher
Holders  would have the right to acquire on or prior to the fifth anniversary of
the  Closing  Date  upon  conversion  or exercise of securities acquired by such
Holders  on  the  Closing  Date,  the  Gleacher Holders, taken as a whole, would
beneficially  own  more  than  3%  of  the  outstanding  shares  of Common Stock
(assuming  that  all  shares  of  Common  Stock  that would be issuable upon the
conversion,  on  the  fifth  anniversary  of  the Closing Date, of all shares of
Series  A  Preferred  Stock  issued  on  the  Closing  Date are outstanding, but
otherwise  calculated  in  accordance with Rule 13d-3(d)(1)(i) promulgated under
the  Exchange  Act).

                                   ARTICLE VII

                         CONDITIONS PRECEDENT TO CLOSING

7.1     Conditions  to  the  Company's  Obligations.

     The  obligations  of  the  Company  with  respect  to a Purchaser hereunder
required  to  be  performed  on  the  Closing  Date  shall  be  subject  to  the
satisfaction or waiver, at or prior to the Closing, of the following conditions:

     (a)     The  representations  and warranties of such Purchaser contained in
this  Agreement  shall  have  been  true and correct when made and, in addition,
shall  be  repeated  and

                                    PAGE   25
<PAGE>
true and correct in all material respects on and as of the Closing Date with the
same  force  and  effect  as  though  made  on  and  as  of  the  Closing  Date.

     (b)     Such  Purchaser  shall  have performed in all material respects all
obligations  and  agreements,  and  complied  in  all material respects with all
covenants  contained in this Agreement to be performed and complied with by such
Purchaser  at  or  prior  to  the  Closing  Date.

     (c)     Any applicable waiting period under the HSR Act with respect to the
purchase  by  such  Purchaser  shall  have  expired  or  been  terminated.

     (d)     The  Company  shall  have obtained all necessary consents, waivers,
authorizations  and  approvals  of all Governmental Authorities and of all other
Persons  required  in connection with the execution, delivery and performance of
the  Equity  Documents  or  the consummation of the Issuance, such waivers to be
satisfactory  in  form  and  substance  to  the  Company.

     (e)     Such  Purchaser  shall  have  entered  into the Registration Rights
Agreement.

     (f)     The  Shares  to  be purchased at the Closing shall be issued for an
aggregate  amount  of  no  less  than  $600,000,000.00.

7.2     Conditions  to  Each  Purchaser's  Obligations.

     The  obligations  of  a Purchaser hereunder required to be performed on the
Closing  Date shall be subject to the satisfaction or waiver, at or prior to the
Closing,  of  the  following  conditions:

     (a)     The representations and warranties of the Company contained in this
Agreement  (i)  shall have been true and correct when made and (ii) shall be (A)
in  the  case  of  representations  and  warranties  that  are  qualified  as to
materiality  or  Material  Adverse Effect, true and correct and (B) in all other
cases, true and correct in all material respects, in the case of clauses (A) and
(B), as of the Closing Date with the same force and effect as though made on and
as  of  the  Closing  Date.

     (b)     The  Company  shall  have performed in all material respects all of
its  obligations  and  agreements and complied in all material respects with all
covenants  contained  in  this Agreement to be performed and complied with at or
prior  to  the  Closing  Date.

     (c)     The  Company  shall  have  entered  into  the  Registration  Rights
Agreement.

     (d)     The  Company  shall  have filed the Certificate of Designation with
the  Secretary  of  State  of  the  State  of  Delaware.

     (e)     Any applicable waiting period under the HSR Act with respect to the
purchase  by  such  Purchaser  shall  have  expired  or  been  terminated and no
litigation  arising  therefrom shall have been commenced and remain outstanding.

                                    PAGE   26
<PAGE>

     (f)     The  Company  shall  have delivered to such Purchaser a certificate
executed  on  its  behalf by a duly authorized representative, dated the Closing
Date,  to  the  effect  that  each  of the conditions specified in paragraph (a)
through  (e)  of  this  Section  7.2  has  been  satisfied.

     (g)     No  provision of any Applicable Law, injunction, order or decree of
any  Governmental  Entity  shall be in effect which has the effect of making the
Transactions illegal or shall otherwise restrain or prohibit the consummation of
the  Transactions.

     (h)     Such Purchaser shall have received an opinion of (i) H. Don Teague,
General  Counsel  of  the  Company  and  (ii)  O'Sullivan Graev & Karabell, LLP,
special  counsel  to  the  Company,  in  each  case  dated the Closing Date, and
addressed  to  such  Purchaser,  covering the matters set forth in Exhibit D, in
form  and  substance  reasonably  acceptable  to  the  Purchaser.

     (i)     Such  Purchaser  shall  have received certificates representing the
Securities  purchased  by such Purchaser concurrently with the Company's receipt
of  the  Purchase  Price  for  such  Securities.

     (j)     There  shall  not  have  occurred  (i)  any  event,  circumstance,
condition,  fact,  effect  or  other matter which has had or could reasonably be
expected  to  have  a  material  adverse  effect  (x)  on  the business, assets,
financial  condition, prospects, or results of operations of the Company and its
Subsidiaries  taken  as  a  whole  or  (y) on the ability of the Company and its
Subsidiaries  to  perform  on  a timely basis any material obligation under this
Agreement  or  the  other  Equity  Documents  or  to  consummate  the  Issuance
contemplated  hereby;  or  (ii)  any  material disruption of or material adverse
change  in  financial,  banking  or  capital  market  conditions.

     (k)     The  Share Exchange Agreement shall be in full force and effect and
there  shall  not have been any amendment or waiver of any of its material terms
or  conditions.

     (l)     The  Company  shall  have  delivered  duly  executed  copies of the
Management  Rights  Agreements  to  the  HMTF  Funds.

     (m)     The Company shall have made all filings with, given all notices to,
and  received  all  approvals  from,  all  Governmental  Authorities (including,
without  limitation,  the  Federal  Communications  Commission  and state public
utility  commissions)  required  in  connection  with  the  consummation  of the
Transactions,  unless  the  failure  to  make such filings, give such notices or
receive  such  approvals  would  not,  individually  or in the aggregate, have a
Material  Adverse  Effect  or  a  material  adverse effect on the ability of the
Company  to  consummate  the  Transactions.

                                  ARTICLE VIII
                                  MISCELLANEOUS

8.1     Survival;  Indemnification.

     (a)     All representations, warranties, covenants and agreements contained
in  this Agreement shall survive the Closing for 18 months (except (i) covenants
and  agreements  that  are  required  to  be  performed  after  the Closing Date
(including  without  limitation  the  covenants  and

                                    PAGE   27
<PAGE>
agreements  contained in Sections 5.1(b), 5.2, 5.8, 5.9, 5.11, 5.12, 5.13, 5.14,
5.15,  5.16,  5.17,  6.5  and  6.6) and (ii) Sections 3.12 and 3.13 and the last
sentence  of  Section 3.2(a), which shall survive indefinitely). Notwithstanding
the  foregoing,  with  respect  to  claims asserted pursuant to this Section 8.1
before  the  expiration  of the applicable representation, warranty, covenant or
agreement, such claims shall survive until the date they are finally adjudicated
or  otherwise  resolved.

     (b)     The  Company  agrees  to indemnify and hold harmless each Purchaser
and  each  Purchaser  Affiliate (each an "Indemnified Person"), from and against
(and  to reimburse each indemnified person as the same are incurred) any and all
losses (including, but not limited to, impairment of the value of the Shares and
Warrants  as  of  the  date  such  loss  first  becomes  known,  but  excluding
consequential  damages),  claims,  damages,  liabilities,  costs  and  expenses
(collectively,  "Losses")  to which any Indemnified Person may become subject or
which  any  Indemnified  Person  may  incur  based  upon,  arising out of, or in
connection with (i) a breach of any representation, warranty or covenant of this
Agreement  by  the  Company  or  (ii)  any  claim,  litigation, investigation or
proceeding brought by or on behalf of any Person other than the Company relating
to  the  Issuance,  and to reimburse each Indemnified Person upon demand for any
reasonable  legal  or  other  reasonable  out  of  pocket  expenses  incurred in
connection  with  investigating  or defending any of the foregoing, provided the
maximum  amount  indemnifiable to each Purchaser (and its successors or assigns)
under clause (i) shall not exceed the purchase price of the Securities purchased
by  such  Purchaser.

     (c)     If  a  Person  entitled  to  indemnity  hereunder  (an "Indemnified
Party") asserts that the Company (the "Indemnifying Party") has become obligated
to  the  Indemnified  Party  pursuant to Section 8.1(b), or if any suit, action,
investigation,  claim  or proceeding is begun, made or instituted as a result of
which  the  Indemnifying  Party  may  become  obligated to the Indemnified Party
hereunder,  the  Indemnified  Party shall notify the Indemnifying Party promptly
and  shall  cooperate  with  the Indemnifying Party, at the Indemnifying Party's
expense,  to the extent reasonably necessary for the resolution of such claim or
in  the  defense of such suit, action or proceedings, including making available
any  information,  documents  and  things  in  the possession of the Indemnified
Party.  Notwithstanding  the  foregoing  notice  requirement,  the  right  to
indemnification hereunder shall not be affected by any failure to give, or delay
in  giving,  notice unless, and only to the extent that, the rights and remedies
of  the  Indemnifying Party shall have been materially prejudiced as a result of
such  failure  or  delay.

     (d)     In  fulfilling  its  obligations  under this Section 8.1, after the
Indemnifying  Party has provided each Indemnified Party with a written notice of
its  acceptance of liability under this Section 8.1, as between such Indemnified
Party and the Indemnifying Party, the Indemnifying Party shall have the right to
investigate, defend, settle or otherwise handle, with the aforesaid cooperation,
any claim, suit, action or proceeding brought by a third party in such manner as
the  Indemnifying  Party may in its sole discretion reasonably deem appropriate;
provided,  that  (i)  counsel  retained  by the Indemnifying Party is reasonably
satisfactory  to  the Indemnified Party and (ii) the Indemnifying Party will not
consent  to  any settlement or entry of judgment imposing any obligations on any
other party hereto other than financial obligations for which such party will be
indemnified  hereunder,  unless  such  party  has  consented  in writing to such
settlement  or  judgment  (which  consent  may  be given or withheld in its sole
discretion)  and (iii) the Indemnifying Party will not consent to any settlement
or  entry  of  judgment  unless,  in  connection

                                    PAGE   28
<PAGE>
therewith,  the  Indemnifying  Party obtains a full and unconditional release of
the  Indemnified  Party  from  all  liability with respect to such suit, action,
investigation  claim  or  proceeding.  Notwithstanding  the Indemnifying Party's
election  to  assume  the  defense  or  investigation  of  such claim, action or
proceeding,  the  Indemnified  Party  shall  have  the  right to employ separate
counsel and to participate in the defense or investigation of such claim, action
or  proceeding,  which participation shall be at the expense of the Indemnifying
Party,  if  (i) on the advice of counsel to the Indemnified Party use of counsel
of  the Indemnifying Party's choice could reasonably be expected to give rise to
a  material  conflict  of  interest,  (ii) the Indemnifying Party shall not have
employed  counsel  reasonably satisfactory to the Indemnified Party to represent
the  Indemnified Party within a reasonable time after notice of the assertion of
any  such  claim  or  institution of any such action or proceeding, (iii) if the
Indemnifying  Party  shall  authorize  the  Indemnified Party to employ separate
counsel  at  the  Indemnifying  Party's  expense  or (iv) such action shall seek
relief  other  than  monetary  damages  against  the  Indemnified  Party.

     (e)     The  Company  and  the  Purchasers agree that any payment of Losses
made  hereunder  will  be  treated  by  the  parties  on their tax returns as an
adjustment  to  the  Purchase  Price.  If, notwithstanding such treatment by the
parties, a final determination (which shall include the form 870-AD or successor
form)  with respect to the Indemnified Party or any of its Affiliates causes any
such  payment  not  to  be  treated as an adjustment to Purchase Price, then the
Indemnifying  Party  shall indemnify the Indemnified Party for any taxes payable
by  the  Indemnified  Party  or  any subsidiary by reason of the receipt of such
payment  (including  any  payments  under this Section 8.1(e)), determined at an
assumed  marginal tax rate equal to the highest marginal tax rate then in effect
for  corporate  taxpayers  in  the  relevant  jurisdiction.

8.2     Notices.

     All notices, demands, requests, consents, approvals or other communications
(collectively,  "Notices")  required or permitted to be given hereunder or which
are  given  with  respect  to  this  Agreement  shall be in writing and shall be
personally  served,  delivered  by  reputable  air  courier service with charges
prepaid,  or  transmitted  by  hand  delivery,  telegram,  telex  or  facsimile,
addressed  as set forth below, or to such other address as such party shall have
specified  most  recently by written notice. Notice shall be deemed given on the
date of service or transmission if personally served or transmitted by telegram,
telex  or  facsimile.  Notice  otherwise sent as provided herein shall be deemed
given  on the next business day following delivery of such notice to a reputable
air  courier  service.


                                    PAGE   29
<PAGE>



          To the Company:

                  ICG Communications, Inc.
                  161 Inverness Drive West
                  P.O. Box 6742
                  Englewood, Colorado  80155-6742
                  Attn:  H. Don Teague, Executive Vice President,
                  General Counsel and Secretary
                  Telephone:  (303) 414-5444
                  Fax:    (303) 414-8839

         with a copy to:

                  O'Sullivan Graev & Karabell, LLP
                  30 Rockefeller Plaza
                  New York, New York  10112
                  Attn:  Audrey A. Rohan
                  Telephone:  (212) 408-2419
                  Fax:   (212) 728-5950

   To the Purchasers:

  (as to matters relating to the HMTF Purchasers)

  To the appropriate member of the HMTF Group

                  c/o Hicks, Muse, Tate & Furst Incorporated
                  1325 Avenue of the Americas
                  25th Floor
                  New York, New York 10019
                  Attn:  Michael J. Levitt
                  Telephone:  (212) 424-1400
                  Fax:  (212) 424-1450

                                    PAGE   30
<PAGE>
         with a copy to:

                  Hicks, Muse, Tate & Furst Incorporated
                  200 Crescent Court, Suite 1600
                  Dallas, Texas  75201
                  Attn:  Lawrence D. Stuart
                  Telephone:  (214) 740-7300
                  Fax:  (214) 720-7888

         with a copy to:

                  Vinson & Elkins L.L.P.
                  1325 Avenue of the Americas (17th Floor)
                  New York, New York 10019
                  Attn:  Eric S. Shube
                  Telephone:  (917) 206-8005
                  Fax:  (917) 206-8100

        (as to matters relating to Liberty)

  To:

                  Liberty Media Corporation
                  9197 South Peoria Street
                  Englewood, Colorado 80112
                  Attn: Gary S. Howard
                  Telephone: (720) 875-5400
                  Fax: (720) 875-5268

      with copies to:

                  Liberty Media Corporation
                  9197 South Peoria Street
                  Englewood, Colorado 80112
                  Attn: Legal Department
                  Telephone: (720) 875-5400
                  Fax: (720) 875-5382

      and:

                  Baker Botts, L.L.P.
                  599 Lexington Avenue
                  New York, New York 10022
                  Attn: Elizabeth M. Markowski
                  Telephone: (212) 705-5000
                  Fax: (212) 705-5125

                                    PAGE   31
<PAGE>

  (as to matters relating to the Gleacher Purchaser)

       To:

                  Gleacher & Co.
                  660 Madison Avenue, 17th Floor
                  New York, New York 10019
                  Attn: Micheal E. Garstin
                  Telephone: (212) 418-4200
                  Fax: (212) 418-4599

8.3     Governing  Law.

     This  Agreement  shall  be governed by, interpreted under, 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.

8.4     Termination.

     (a)     This  Agreement  may  be  terminated as between the Company and any
Purchaser  (i) at any time prior to the Closing Date by mutual written agreement
of  the  Company and such Purchaser, (ii) if the Closing shall not have occurred
on  or  prior  to May 31, 2000 either the Company or such Purchaser, at any time
after  May  31,  2000, provided that the right to terminate this Agreement under
this  Section  8.4(a)(ii)  shall  not be available to any party whose failure to
fulfill  any obligation under this Agreement was the cause of or resulted in the
failure  of  the  Closing  to  occur  on  or  before  such  date,  (iii)  if any
Governmental  Authority shall have issued a nonappealable final order, decree or
ruling  or  taken any other action having the effect of permanently restraining,
enjoining  or  otherwise  prohibiting the Transactions, by either the Company or
such Purchaser, (iv) if either the Company or such Purchaser shall have breached
any  of  its  material  obligations  under  this Agreement, by the non-breaching
party,  or  (v)  if an event described in Section 7.2(j) shall have occurred, by
such  Purchaser.  Any  party  desiring  to  terminate this Agreement pursuant to
clauses  8.4(a)(ii),  (iii),  (iv)  or  (v)  shall  promptly give notice of such
termination  to  the  other  party.

     (b)     If  this  Agreement  is  terminated  as  between  the Company and a
Purchaser,  as  permitted  by  Section 8.4(a), such termination shall be without
liability  of  any  party  (or  any  stockholder,  director,  officer,  partner,
employee,  agent, consultant or representative of such party) to any other party
to  this  Agreement;  provided  that  if  such termination shall result from the
willful  (a)  failure  of any party to fulfill a condition to the performance of
the  obligations  of  the other party, (b) failure to perform a covenant of this
Agreement  or  (c)  breach by any party hereto of any representation or warranty
contained  herein, such failing or breaching party shall be fully liable for any
and  all  losses  (excluding  consequential damages) incurred or suffered by the
other  party  as  a result of such failure or breach. The provisions of Sections
8.1(b)-(d),  8.2,  8.3,  this  Section 8.4, Sections 8.5, 8.8, 8.10, 8.11, 8.12,
8.13,  8.14,  8.16,  8.17,  8.18  and  8.20 shall survive any termination hereof
pursuant  to  Section  8.4(a).

                                    PAGE   32
<PAGE>

8.5     Entire  Agreement.

     As  between  the  Company  and each Purchaser, this Agreement and the other
Equity  Documents  (including  all  agreements  entered into pursuant hereto and
thereto  and  all  certificates  and  instruments  delivered pursuant hereto and
thereto)  constitute  the  entire  agreement  of the parties with respect to the
subject  matter  hereof  and supersede all prior and contemporaneous agreements,
representations,  understandings,  negotiations  and  discussions  between  the
parties,  whether  oral  or  written, with respect to the subject matter hereof.

8.6     Modifications  and  Amendments.

     No  amendment, modification or termination of this Agreement as between the
Company  and  a  Purchaser  shall  be  binding unless executed in writing by the
Company  and  such  Purchaser  intending  to  be  bound  thereby.

8.7     Waivers  and  Extensions.

     Any  party  to  this  Agreement  may  waive any condition, right, breach or
default  that  such party has the right to waive, provided that such waiver will
not be effective against the waiving party unless it is in writing, is signed by
such  party,  and  specifically refers to this Agreement. Waivers may be made in
advance or after the right waived has arisen or the breach or default waived has
occurred.  Any  waiver  may  be  conditional.  No  waiver  of  any breach of any
agreement  or  provision  herein  contained  shall  be  deemed  a  waiver of any
preceding  or  succeeding breach thereof nor of any other agreement or provision
herein  contained.  No  waiver  or  extension  of  time  for  performance of any
obligations  or  acts  shall  be  deemed  a  waiver or extension of the time for
performance  of  any  other  obligations  or  acts.

8.8     Titles  and  Headings.

     Titles  and headings of sections of this Agreement are for convenience only
and  shall  not  affect  the  construction  of  any provision of this Agreement.

8.9     Exhibits  and  Schedules.

     Each  of  the exhibits and schedules referred to herein and attached hereto
is  an  integral part of this Agreement and is incorporated herein by reference.

8.10     Expenses.

     All  costs and expenses incurred in connection with this Agreement shall be
paid  by  the  party incurring such cost or expense; provided, however, that the
Company  shall pay the filing fees in respect of any filings pursuant to the HSR
Act.

8.11     Press  Releases  and  Public  Announcements.

     All  public  announcements  or disclosures relating to the Issuance or this
Agreement  shall  be  made  only  if mutually agreed upon by the Company and the
Purchasers,  except to the extent such disclosure is, in the opinion of counsel,
required  by  law  or  by  regulation  of  any  applicable

                                    PAGE   33
<PAGE>
national  stock  exchange or Commission recognized trading market; provided that
(a)  any  such  required disclosure shall only be made, to the extent consistent
with  law and regulation of any applicable national stock exchange or Commission
recognized  trading  market,  after  consultation  with  each  Purchaser and the
Company and (b) no such announcement or disclosure (except as required by law or
by regulation of any applicable national stock exchange or Commission recognized
trading  market)  shall  identify  any  Purchaser without such Purchaser's prior
consent.

8.12     Assignment;  No  Third  Party  Beneficiaries.

     This  Agreement and the rights, duties and obligations hereunder may not be
assigned  or  delegated  by the Company without the prior written consent of the
Purchasers,  and  may  not  assigned  or  delegated by any Purchaser without the
Company's prior written consent except that each Purchaser may assign any or all
of  its  rights  and  obligations under this Agreement to any one or more of its
Affiliates.  Any  assignment  or  delegation  of  rights,  duties or obligations
hereunder  made  by  the  Company  without  the  prior  written  consent  of the
Purchasers,  shall  be  void and of no effect. This Agreement and the provisions
hereof  shall  be  binding  upon  and  shall inure to the benefit of each of the
parties and their respective successors and permitted assigns. This Agreement is
not  intended  to  confer  any  rights or benefits on any Persons other than the
parties  hereto, except as expressly set forth in Section 5.2, Section 8.1, this
Section  8.12  or  Section  8.20.

8.13     Severability.

     This  Agreement  shall  be  deemed  severable,  and  the  invalidity  or
unenforceability  of  any term or provision hereof shall not affect the validity
or  enforceability  of  this Agreement or of any other term or provision hereof.
Furthermore, in lieu of any such invalid or unenforceable term or provision, the
parties  hereto  intend  that there shall be added as a part of this Agreement a
provision  as similar in terms to such invalid or unenforceable provision as may
be  possible  and  be  valid  and  enforceable.

8.14     Counterparts.

     This  Agreement  may  be  executed  in counterparts, each of which shall be
deemed an original, but all of which taken together shall constitute one and the
same  instrument.

8.15     Further  Assurances.

     As between the Company and a Purchaser, each party hereto, upon the request
of  any  other  party  hereto,  shall  do  all  such  further  acts and execute,
acknowledge  and  deliver  all  such further instruments and documents as may be
necessary  or  desirable  to  carry  out  the  transactions contemplated by this
Agreement,  including,  in  the  case of the Company, such acts, instruments and
documents  as  may  be  necessary  or  desirable  to convey and transfer to each
Purchaser  the  Shares  and  Warrants  to  be  purchased  by  it  hereunder.

8.16     Remedies  Cumulative.

     The remedies provided herein shall be cumulative and shall not preclude the
assertion by any party hereto of any other rights or the seeking of any remedies
against  the  other  party  hereto.

                                    PAGE   34
<PAGE>

8.17     Several  Liability  of  the  Purchasers.

     Nothing in this Agreement (including, without limitation, Article VI) shall
be  construed to impose on any Purchaser any liability for any action or failure
to  act  of  any  other Purchaser, including any breach of this Agreement by any
such  other  Purchaser.

8.18     No  Duty  to  Other  Purchasers.

     Each  Purchaser  confirms with each other Purchaser that such Purchaser has
conducted  its  own  due  diligence  in  connection  with  its investment in the
Securities  and  the  other  Purchasers may therefore have information different
from,  or  additional  to,  the  information  possessed  by  such  Purchaser. In
addition, although certain of such other Purchasers (the "Supplying Purchasers")
may have shared information received by them (including information contained in
third  party reports prepared for such other Purchasers) with such Purchaser, no
representation or warranty is being made with respect to such information by any
Supplying  Purchaser  or  any  such third party. Nothing in this Section 8.18 is
meant  to  limit  any  duty, obligation or liability the Company may have to any
Purchaser  under  this  Agreement  or  otherwise.

8.19     Specific  Performance.

     The  parties  hereto  agree  that  the remedy at law for any breach of this
Agreement may be inadequate, and that as between the Company and a Purchaser any
party  by  whom  this  Agreement  is  enforceable  shall be entitled to specific
performance  in  addition  to any other appropriate relief or remedy. Such party
may,  in  its  sole  discretion,  apply to a court of competent jurisdiction for
specific  performance  or injunctive or such other relief as such court may deem
just  and proper in order to enforce this Agreement as between the Company and a
Purchaser,  or  prevent  any  violation  hereof, and, to the extent permitted by
applicable  as  between  the  Company and a Purchaser law, each party waives any
objection  to  the  imposition  of  such  relief.

8.20     No  Purchaser  Affiliate  Liability.

     No Purchaser Affiliate shall have any liability or obligation of any nature
whatsoever  in  connection  with  or  under  this  Agreement or the transactions
contemplated  hereby,  and  the Company hereby waives and releases all claims of
any  such  liability  and obligation, it being understood that no such Person or
entity  (other  than Purchaser) shall be liable for or in respect of Purchaser's
obligations  under  this  Agreement  or  with  respect  to  the  transactions
contemplated  hereby.

<PAGE>

     IN  WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date  first  above  written.

                   ICG  COMMUNICATIONS,  INC.


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

                   HMTF  BRIDGE  ICG,  LLC


                  By: /s/ David Knickel
                     Name: David Knickel
                     Title: Vice President


                   LIBERTY  MEDIA  CORPORATION


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

<PAGE>

                  GLEACHER/ICG  INVESTORS,  LLC


                 By: /s/ Jeffrey Tepper
                    Name:   Jeffrey  Tepper
                    Title:  Managing  Director


<PAGE>


<TABLE>
<CAPTION>



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

                                       SCHEDULE I

Purchaser. . . . . . . . .  Number of Shares   Number of Warrants  Purchase Price

HMTF Bridge ICG, LLC . . .           230,000         3,066,667    $   230,000,000

Liberty Media Corporation.           500,000         6,666,667    $   500,000,000

Gleacher/ICG Investors LLC            20,000           266,666    $    20,000,000



</TABLE>

<PAGE>

                                  EXHIBIT  A
                               FORM  OF  WARRANT

<PAGE>
                                 EXHIBIT  B
                       CERTIFICATE  OF  DESIGNATION

<PAGE>
                                  EXHIBIT  C
                FORM  OF  REGISTRATION  RIGHTS  AGREEMENT

<PAGE>


                                  EXHIBIT  D
                        FORM  OF  LEGAL  OPINION

<PAGE>
                                  EXHIBIT E
                  FORM  OF  MANAGEMENT  RIGHTS  AGREEMENT

<PAGE>