EMPLOYMENT AGREEMENT

         THIS  EMPLOYMENT  AGREEMENT  ("Agreement")  is made as  of the 22nd day
of  December,  1999 by and between ICG  Communications,  Inc. ("Employer" or the
"Company") and William S. Beans, Jr. ("Employee").


                                 R E C I T A L S

         WHEREAS, the Company desires to employ Employee as provided herein; and

         WHEREAS,  Employee  desires to be  employed  by  Employer  as  provided
herein.

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

         1.   Employment.  The Company agrees to  employ  Employee  and Employee
hereby agrees to be employed on  a full-time basis by  the Company or by such of
its  subsidiary or affiliate  corporations  as determined by the Company in such
position as is designated by  the Company, for the period and upon the terms and
conditions hereinafter set forth.

         2.   Duties.  Employee  shall  serve as President  and Chief  Operating
Officer ("COO") of the Company and shall report to the Chief Executive  Officer.
The initial list of employees who will report to Employee is attached as Exhibit
A.  During  his  employment,  Employee  shall  perform  the  duties and bear the
responsibilities  commensurate  with his  position  and shall serve the Employer
faithfully  and to the best of his  ability.  Employee  shall devote 100% of his
working time to carrying out his  obligations  hereunder.  During the Employment
Period, and excluding any periods of vacation,  holiday, personal leave and sick
leave to  which  the  Employee  is  entitled,  the  Employee  shall  devote  the
Employee's full business time, attention and ability to the business and affairs
of the  Company  and  shall use the  Employee's  best  efforts  to carry out the
Employee's responsibilities faithfully and efficiently in a professional manner.
It shall not be  considered a violation of the foregoing for the Employee to (a)
serve on  corporate or civic  boards  approved in writing by the Company  (which
approval  shall  not  be  unreasonably  withheld)  or on  charitable  boards  or
committees,  (b) deliver lectures or fulfill speaking engagements and (c) manage
personal  investments,  so long as the  activities  referred  to in clauses  (a)
through (c) above do not  substantially  interfere  with the  performance of the
Employee's  responsibilities  as COO of the  Company  in  accordance  with  this
Agreement.



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<PAGE>


         3.   Compensation and Benefits.

              3.1  The  Company  shall  pay  Employee  during  the  Term  of his
Agreement an annual base salary,  payable  bi-weekly.  The annual base salary as
President and COO will initially be Four Hundred  Seventy Five Thousand  Dollars
($475,000), which shall be effective as of December 22, 1999.

              3.2  In  addition to  the  base salary,  Employee will be eligible
for an annual performance bonus in an exact amount to be determined by the Board
of Directors  of the Company or the  Compensation  Committee  of the Board.  The
annual bonus will be determined in accordance with the bonus plan of the Company
and will be based on  objectives  and goals set for the  Company  and  Employee.
Employee's annual bonus as President and COO is initially  established at 70% of
annual base salary (the "Targeted Annual Bonus") if all objectives and goals are
met. Additional bonus dollars may be paid in accordance with the Company's bonus
plan if Employee and the Company  exceed his and its goals and  objectives.  The
annual performance bonus is payable at the sole discretion of the Company and is
contingent  upon  Employee  being  employed by the Company as of the date of the
payment of the annual bonus.  Notwithstanding  the foregoing,  Employee's annual
performance  bonus  for 1999 will be One  Hundred  and  Fifty  Thousand  Dollars
($150,000).  $46,875.00 of the 1999 annual  performance  bonus,  less applicable
withholding  taxes  and  other  governmental  obligations,  has been  paid;  the
remaining  $103,125.00,  less applicable  withholding taxes and other government
obligations,  of the 1999 annual performance bonus will be paid to Employee when
final bonuses for 1999 are paid to all employees.

              3.3  In addition to  salary and bonus payments as  provided above,
the Company will provide Employee,  during the Term of this Agreement,  with the
benefits of such insurance plans,  hospitalization  plans and other  perquisites
as shall  be generally  provided  to  employees  of  the  Company  at his  level
and for which  Employee may be eligible under the terms and conditions  thereof.
Employee will  also be entitled to all  benefits  provided  under any  directors
and  officers  liability insurance or errors and  omissions insurance maintained
by the Company.

              3.4  Throughout  the Term of  this  Agreement,  the  Company  will
reimburse  Employee  for  all  reasonable  out-of-pocket  expenses  incurred  by
Employee in connection  with the business of the Company and the  performance of
his duties under this Agreement, upon presentation to the Company by Employee of
an itemized accounting of such expenses with reasonable supporting data.

              3.5  The  Company  may  from  time  to time  provide  to  Employee
stock  options  pursuant  to and  subject  to the  terms and  conditions  of the
Company's stock option plans.  Initially,  the Company will provide to Employee:
(1) 14,814  stock  options  under the  Company's  1998 Stock Option Plan with an
exercise price equal to the closing stock price of the Company's common stock on
June 28, 1999 vesting over three years (34% after one (1) year and thereafter in
equal quarterly  installments over 24 months);  (2) 135,186  non-qualified stock
options with an exercise price equal to the closing stock price of the Company's
common stock on June 28, 1999 vesting  over three  years(34%  after one (1) year
and  thereafter in equal  quarterly  installments  over 24 months);  (3) 260,000
Share Price Appreciation  Vesting  non-qualified  stock options with an exercise


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<PAGE>


price equal to the closing stock price of the Company's common stock on June 28,
1999 vesting based upon share price  appreciation,  in each case pursuant to the
terms of a stock option agreement entered into between Employee and the Company;
(4) 240,000 Share Price Appreciation  Vesting  non-qualified stock options under
the Company's 1998 Stock Option Plan with an exercise price equal to the closing
stock price of the  Company's  common stock on December 22, 1999,  vesting based
upon share price appreciation, pursuant to the terms of a stock option agreement
to be entered into  between  Employee  and the  Company;  and (5) 100,000  stock
options under the Company's  1996 Stock Option Plan with an exercise price equal
to the closing  stock price of the  Company's  common stock on December 22, 1999
vesting  over  three  years  (34%  after  one (1) year and  thereafter  in equal
quarterly installments over 24 months),  pursuant to the terms of a stock option
agreement to be entered into between Employee and the Company.

              3.6  Employee  will be  entitled  to a moving allowance of $50,000
to cover expenses incidentally incurred by Employee in moving his residence from
New Jersey to the Denver,  Colorado metropolitan area. In addition,  the Company
will  reimburse  Employee  for taxes  payable in  respect  of the  reimbursement
hereunder by paying additional  amounts under this Section 3.7 so that the total
amount paid under this Section 3.7 ("X") equals the $50,000 amount  reimbursable
to Employee  under this Section 3.7  ("Reimbursement")  divided by one (1) minus
Employee's  effective federal,  state and local income tax rate ("TR") by use of
the following formula: X=Reimbursement.
                         -------------
                           1 - TR

              3.7  Employee  will be  entitled  to an executive  life  insurance
policy in the amount of $1.5 million.

              3.8  The  Company  has  advanced  to  Employee on his first day of
employment  $100,000,  which  will be  repaid by  Employee  (a) in cash upon his
voluntary  resignation pursuant to Section 4 hereof or (b) as a deduction to any
lump-sum  payment  made  to  Employee  by  the  Company  in  connection  with  a
termination of his employment hereunder.  Notwithstanding the foregoing,  if the
Company  reaches  its revenue  targets  for fiscal  year 2000,  the loan will be
forgiven.

              3.9  During the Term of this Agreement, the Company will lease, on
Employee's  behalf,  a Mercedes Benz S500 or like vehicle.

         4.   Term. The  initial term  of this  Agreement will be  for three (3)
years commencing on December 22, 1999 ("Term").  Beginning on December 22, 2000,
this Agreement will thereafter automatically renew from month-to-month such that
there  will  always be two (2) years  remaining  in the Term,  unless  and until
either  party  shall give at least sixty (60) days notice to the other of his or
its desire to terminate  this  Agreement (in such case,  the Term shall end upon
the date indicated in such notice). The applicable  provisions of Sections 6, 7,
and 8 shall  remain in full force and effect for the time  periods  specified in
such Sections notwithstanding the termination of this Agreement.



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<PAGE>


         5.   Termination.

              5.1  If Employee  dies during  the  Term of this  Agreement,  this
Agreement  will  terminate  and the  Company  will pay the estate of Employee an
amount equal to six (6) months salary. In addition, all stock options previously
granted to Employee shall be 100% vested upon his death.  The estate of Employee
will be entitled to exercise  all options for a period of one (1) year after the
date of death of Employee in accordance  with the plans and agreements  relating
to such options.

              5.2  If, during the Term of this Agreement, Employee is  prevented
from  performing  his duties by  reason of illness or incapacity for one hundred
forty  (140 ) days in any one  hundred  eighty  (180) day  period,  the  Company
may terminate this  Agreement,  upon thirty (30) days notice to Employee  or his
duly  appointed legal  representative. Employee will be entitled to all benefits
provided  under any  disability  plans of  the Company.  In  addition, all stock
options  previously  granted  to  Employee  shall  become  100% vested  upon his
termination of employment as a result of such illness or incapacity. Employee or
his duly appointed legal representative will be entitled to exercise all options
theretofore  vested  under the Stock Option  Agreements  for a period of one (1)
year after the date of termination  in accordance  with the plans and agreements
relating to such options.

              5.3  For the  purposes  of  this Agreement,  a "Change in Control"
of the Company shall mean and be deemed to have occurred if (a) any "person" (as
such term is used in Sections 13(d) and 14(d) of the Securities  Exchange Act of
1934 as amended (Exchange Act)) is or becomes the "beneficial owner" (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly,  of securities of
the  Company  representing  50% or  more of the  combined  voting  power  of the
Company's  then  outstanding  securities;  (b) at any  time  a  majority  of the
directors of the Company are persons who were not  nominated for election by the
Board;  (c) the stockholders of the Company approve a merger or consolidation of
the Company  with any other  corporation,  other than a merger or  consolidation
which  would  result  in  the  voting  securities  of  the  Company  outstanding
immediately   prior  thereto   continuing  to  represent  (either  by  remaining
outstanding  or by being  converted  into  voting  securities  of the  surviving
entity) at least 50% of the combined  voting power of the voting  securities  of
the Company or such surviving entity  outstanding  immediately after such merger
or  consolidation;  (d) the Company  shall sell or otherwise  dispose of, in one
transaction or a series of related  transactions,  assets  aggregating more than
50% of the assets of the Company and its subsidiaries  consolidated;  or (e) the
stockholders  of the  Company  approve  a plan of  complete  liquidation  of the
Company or any  agreement for the sale or  disposition  by the Company of all or
substantially  all the  Company's  assets.  Upon the  occurrence  of a Change in
Control,  the Company  shall pay  Employee an amount  equal to one (1) times the
aggregate  amount of his annual base salary plus his Targeted  Annual Bonus plus
the annual value of his benefits and perquisites.  At the time of the occurrence
of a Change in Control all options to purchase  shares of the Company  that have
been  granted  to  Employee  pursuant  to the  Stock  Option  Agreements  or the
Company's  stock option plans,  but not yet vested,  will  immediately  vest and
Employee shall be entitled to exercise such options in accordance with the plans
and agreements  relating to such options.  In addition,  the Company or Employee
may terminate  this  Agreement upon at least thirty (30) days notice at any time
within one (1) year after the occurrence of a Change in Control of the Company.



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<PAGE>


              5.4  Employee  may  terminate this Agreement  upon at least thirty
(30) days notice upon the  occurrence of a  constructive  dismissal of Employee.
For the purposes of this Agreement, "constructive dismissal " shall mean, unless
consented  to by  Employee  in  writing,  any of the  following  actions  by the
Company:

                   (i)  any  reduction in  the annual  salary of  Employee  or a
                        material breach of this Agreement;

                   (ii) prior to  the occurrence  of a  Change in Control of the
                        Company, any requirement to relocate to another state or
                        country,  provided, however,  that this  provision shall
                        not be applicable if the principal executive  offices of
                        the  Company  are  being  relocated  to  such  state  or
                        country;

                   (iii)any  material  reduction  in  the  value  of  Employee's
                        benefits plans and programs; and

                   (iv) a  new  Chief   Executive  Officer   is  appointed   who
                        materially reduces Employee's duties.

              5.5  The  Company  may terminate  this Agreement immediately,  for
cause for gross negligence, intentional misconduct or the commission of a felony
by Employee which could  reasonably be expected to result in material  damage to
the Company,  in which case all rights under this Agreement  shall end as of the
date of such termination.

              5.6  If  this  Agreement  is  terminated  by   the  Company  under
Section 4 or Section 5.3, or by Employee  under  Section 5.4, the Company  shall
pay Employee a termination fee in an amount equal to two (2) times the aggregate
amount of his annual base salary plus his Targeted  Annual Bonus plus the annual
value of his benefits and  perquisites.  Such  termination fee will be paid in a
lump sum within fifteen (15) days from the date of termination.  In addition, if
the  Company  terminates  this  Agreement  under  Section  4, or the  Company or
Employee terminates this Agreement under Section 5.3 or Employee terminates this
Agreement  under Section 5.4, all options to purchase shares of the Company that
have been  granted to Employee  pursuant to the Stock Option  Agreements  or the
Company's stock option plans,  but not yet vested,  will immediately vest on the
date of  termination  and Employee will be entitled to exercise all options held
by  Employee  for a period  of one (1) year  after  the date of  termination  in
accordance with the plans and agreements relating to such options.

              5.7. The  Company  shall be  responsible for  any gross-up payment
required  to off-set any excise taxes  placed  on Employee if any payments  made
to Employee under this  Section 5 are  considered  "parachute  payments" (within
the meaning of Section 280g of the Internal Revenue Code).


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<PAGE>



         6.   Non-Compete and Non-Interference.

              6.1  During  the  Term  of  this  Agreement  and,  if   Employee's
employment with the Company is terminated  under Section 4 or Section 5.3, for a
period of twelve  (12)  months  after  such  termination,  Employee  shall  not,
directly or  indirectly,  own,  manage,  operate,  control,  be employed  by, or
participate  in the ownership,  management,  operation or control of, a business
that  is  engaged  in  the  same  business  as  the  Company   within  any  area
constituting, during the term of Employee's employment or at the time Employee's
employment is terminated,  a Relevant  Area. A "Relevant  Area" shall be defined
for the purposes of this Agreement as any area located  within,  or within fifty
(50)  miles of,  the legal  boundaries  or limits of any city  within  which the
Company is engaged in business or in which the Company has publicly announced or
privately disclosed to Employee that it plans to engage in business.  If, within
one (1) year of a Change of Control of the  Company,  Employee's  employment  is
terminated by the Company under Section 4, this Section 6.1 shall not apply.

              6.2  During  the Term of  this  Agreement and for a  period of two
(2) years after  termination of this Agreement,  Employee shall not (i) directly
or  indirectly  cause or attempt to cause any  employee of the Company or any of
its affiliates to leave the employ of the Company or any affiliate,  (ii) in any
way  interfere  with the  relationship  between the Company and any  employee or
between an affiliate and any employee of the  affiliate,  or (iii)  interfere or
attempt to  interfere  with any  transaction  in which the Company or any of its
affiliates was involved during the Term of this Agreement.

              6.3  Employee   agrees   that,    because  of   the   nature   and
sensitivity  of the  information  to which he will be privy and  because  of the
nature and scope of the Company's business,  the restrictions  contained in this
Section 6 are fair and reasonable.

         7.   Confidential Information.

              7.1  The  relationship  between  the  Company and Employee  is one
of confidence  and trust.  This  relationship  and the rights granted and duties
imposed by this Section shall continue until a date ten (10) years from the date
Employee's employment is terminated.

              7.2  As used  in  this  Agreement (i)  "Confidential  Information"
means  information  disclosed  to or acquired by  Employee  about the  Company's
plans,  products,  processes and  services,  including  information  relating to
research,  development,  inventions,   manufacturing,   purchasing,  accounting,
engineering, marketing, merchandising, selling, pricing, tariffed or contractual
terms,  customer  lists and prospect  lists and other market  information,  with
respect to any of the Company's business activities; and (ii) "Inventions" means
any  inventions,  discoveries,  concepts and ideas,  whether  patentable or not,
including, without limitation,  processes, methods, formulas, and techniques (as
well as  related  improvements  and  knowledge)  that are based on or related to
Confidential   Information,   that  pertain  in  any  manner  to  the  Company's
technology,  expertise  or business  and that are made or conceived by Employee,
either  solely or jointly  with  others,  and while  employed  by the Company or
within  six (6)  months  thereafter,  whether  or not made or  conceived  during
working  hours  or  with  the  use of the  Company's  facilities,  materials  or
personnel.


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<PAGE>



              7.3  Employee  agrees that  he shall  at no time during  the  Term
of  this  Agreement  or  at  any  time  thereafter   disclose  any  Confidential
Information to any person,  firm, or corporation to any extent or for any reason
or purpose or use any  Confidential  Information  for any purpose other than the
conduct of the Company's business.

              7.4  Any Confidential  Information that  is directly or indirectly
originated,  developed or perfected to any degree by Employee during the term of
his  employment by  the Company  shall  be and remain the  sole property  of the
Company and shall be deemed trade secrets of the Company.

              7.5  Upon  termination of  Employee's employment  pursuant  to any
of the provisions herein,  Employee or his legal representative shall deliver to
the Company all originals  and all  duplicates  and/or copies of all  documents,
records,  notebooks,  and similar  repositories  of or  containing  Confidential
Information then in his possession, whether prepared by him or not.

              7.6  Employee agrees that  the covenants and agreements  contained
in this  Section 7 are fair and reasonable and that no waiver or modification of
this Section or any covenant or condition set forth herein shall be valid unless
set forth in writing and duly executed by the parties hereto.

         8.   Injunctive Relief.  Upon a material breach or threatened  material
breach  by  Employee  of  any of  the  provisions  of  Sections  6 or 7 of  this
Agreement,  the Company shall be entitled to an injunction  restraining Employee
from such breach.  Nothing herein shall be construed as prohibiting  the Company
from pursuing any other remedies for such breach or threatened breach, including
recovery of damages from Employee.

         9.   No Waiver. A waiver by the Company of a breach of any provision of
this  Agreement  by  Employee  shall not  operate or be construed as a waiver of
any subsequent or other breach by Employee.

         10.  Severability.  It is the desire and intent of the parties that the
provisions of this Agreement shall be enforced to the fullest extent permissible
under  the  laws and  public  policies  applied  in each  jurisdiction  in which
enforcement is sought.  Accordingly,  if any particular  provision or portion of
this  Agreement  shall be  adjudicated  to be  invalid  or  unenforceable,  this
Agreement  shall  be  deemed  amended  to  delete  therefrom  the  portion  thus
adjudicated  to be invalid or  unenforceable,  such  deletion to apply only with
respect to the operation of such  provision in the  particular  jurisdiction  in
which such adjudication is made.

         11.  Notices. All communications,  requests, consents and other notices
provided for in this Agreement shall be in writing and shall be deemed  given if
delivered  by hand or mailed by first  class mail, postage  prepaid, to the last
known  address of the recipient.

         12.  Governing Law.  This Agreement  shall be governed by and construed
and enforced in accordance  with the laws of the State of Colorado.


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<PAGE>



         13.  Assignment. Neither  this  Agreement  nor  any  rights  or  duties
hereunder  may be assigned  by Employee or the Company without the prior written
consent of the other, such consent not to be unreasonably withheld.

         14.  Amendments.  No  provision  of this  Agreement  shall be  altered,
amended,  revoked or waived  except by an  instrument in writing, signed by each
party to this Agreement.

         15.  Binding  Effect.  Except  as  otherwise   provided   herein,  this
Agreement shall  be binding  upon and  shall inure to the benefit of the parties
hereto  and  their  respective  legal  representatives,   heirs,  successors and
assigns.

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

         17.  Arbitration.  Any dispute, controversy, or question arising under,
out of, or relating to this  Agreement  (or the breach  thereof) or,  Employee's
employment  with the  Company or  termination  thereof,  shall be  referred  for
arbitration  in the State of  Colorado to a neutral  arbitrator  selected by the
Employee  and the  Company  and this shall be the  exclusive  and sole means for
resolving such dispute.

         18.  Indemnification.  In addition to any rights to  indemnification to
which Employee is entitled to under the Corporation's  Articles of Incorporation
and Bylaws,  Company shall indemnify  Employee at all times during and after the
term of this Agreement to the maximum extent  permitted under Delaware  Business
Corporation  Act or any  successor  provision  thereof and any other  applicable
state law,  and shall pay  Employee's  expenses in defending  any civil  action,
suit, or proceeding in advance of the final disposition of such action,  suit or
proceeding, to the maximum extent permitted under such applicable state laws for
Employee's  action or inaction on behalf of the Company  under the terms of this
Agreement.  In connection  herewith,  if the Company has or obtains directors or
officers insurance,  so-called,  Employee shall be covered by such policy to the
same extent as the peer senior executives.

         19.  Entire Agreement. This Agreement  sets forth the  entire agreement
and  understanding  of the  parties and  supersedes  all  prior  understandings,
agreements  or  representations  by or  between the parties,  whether written or
oral, which relate in any way to the subject matter hereof.




     [Remainder of Page Intentionally Left Blank. Signature Page to Follow]


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<PAGE>



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


                                                 /s/ William S. Beans, Jr.
                                                 -------------------------------
                                                 William S. Beans, Jr.

                                                 ICG COMMUNICATIONS, INC.

                                                 By: J. Shelby Bryan
                                                    ----------------------------
                                                 Name: J. Shelby Bryan
                                                 Title: Chairman and CEO


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<PAGE>



                        EXHIBIT A TO EMPLOYMENT AGREEMENT

                                     Between

                            ICG COMMUNICATIONS, INC.

                                       And

                              WILLIAM S. BEANS, JR.

          INITIAL LIST OF EMPLOYEES REPORTING TO WILLIAM S. BEANS, JR.:
          -------------------------------------------------------------




Mike Kallet
Executive Vice President - Product Development & Technology

Cindy Schonhaut
Executive Vice President - Government & External Affairs

James Washington
Executive Vice President - Network Services

Carla Wolin
Executive Vice President - People Services

Pamela Jacobson
Executive Vice President - Sales & Marketing


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