PROMISSORY NOTE


$33,076,754                                                As of January 1, 1999



     FOR  VALUE  RECEIVED,  ICG  SERVICES,  INC.  a  Delaware  corporation  (the
"Borrower"),  promises to pay to the order of TRINET  REALTY  CAPITAL,  INC.,  a
Maryland corporation (the "Lender"),  at One Embarcadero Center, 33rd Floor, San
Francisco, CA 94111,  Attention:  Capital Markets, or at such other place as the
holder of this Note may from time to time  designate in writing,  the  principal
sum of  thirty-three  million  seventy-six  thousand  seven  hundred  fifty-four
dollars  ($33,076,754),  with  interest  on the  principal  sum from the date of
disbursement  of the  principal  sum at the rate  per  annum  set  forth in that
certain Loan Agreement dated as of the date hereof,  between Lender and Borrower
(the "Loan Agreement"),  to be paid as set forth in this Note. This Note is made
by the Borrower and  delivered to the Lender  pursuant the Loan  Agreement,  the
terms and conditions of which are hereby incorporated herein by reference.

     The Borrower shall pay the principal sum of this Note and interest  thereon
as follows:  The Borrower  shall pay monthly  installments  of interest  only in
advance  commencing on January 1, 1999,  and continuing on the first day of each
successive month thereafter until January 1, 2013, inclusive. The Borrower shall
pay the entire  unpaid  balance of the  principal sum and all accrued but unpaid
interest thereon on January 31, 2013 (the "maturity date").

     All sums  payable  under this Note shall be paid in  immediately  available
funds, by wire transfer if requested by the holder of this Note, no later than 4
p.m.  (Pacific  time) on the due date,  in lawful money of the United  States of
America  that is  legal  tender  for  public  and  private  debts at the time of
payment. If the date on which any payment of interest or principal is due occurs
on a Saturday or a Sunday or on a day on which banks in the State of  California
or the State of Colorado are closed,  such  payment  shall be due and payable on
the next  business day on which such banks are open.  All payments  made on this
Note shall be  credited,  first,  to any charge,  fee,  cost,  expense or amount
(other than  principal or interest on this Note)  payable by the Borrower  under
this Note,  the Loan  Agreement or the Deed of Trust (as  hereinafter  defined),
second,  to accrued  interest on the principal sum, and, third, to the reduction
of the principal  sum, and interest  shall  thereupon  cease on the principal so
credited.

     The Borrower  shall have no right to prepay the principal sum of this Note,
or any part thereof,  or any interest thereon,  except as expressly  provided to
the contrary in the Loan Agreement.

     If any installment  under this Note is not paid when due, such  installment
shall bear  interest at a rate of interest  equal to the lesser of five  hundred
(500) basis points in excess of the prime or reference  rate announced from time
to time by Bank of America NT&SA or twelve percent (12%) per annum, from the due
date until such installment is paid. In addition, if any installment is not paid
within  five (5)  business  days of the date  due,  then the  Borrower  shall be

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obligated to pay a late charge as provided in Section 4.1 of the Loan Agreement.
As long as any Event of Default (as defined in the Loan Agreement)  exists,  and
from and after maturity, whether or not resulting from acceleration,  the entire
unpaid  balance of the  principal  sum of this Note shall bear  interest  at the
Default Rate (as defined in the Loan Agreement.

     Notwithstanding  anything to the contrary in this Note, the total liability
of the  Borrower  for  payments in the nature of  interest  shall not exceed the
limits  applicable to this Note,  if any,  imposed by the usury laws, if any, of
the United  States of America or the State of  Colorado.  If any  payment in the
nature of interest  made by the  Borrower or received by the holder of this Note
is  determined  to be in excess of any limit  applicable to this Note imposed by
such  usury  laws,  then the  amount  of such  excess  shall  constitute  and be
considered  a payment of  principal,  not  interest,  and such  amount  shall be
applied to reduce the principal sum so that the total  liability of the Borrower
for payments in the nature of interest does not exceed the applicable limits, if
any, imposed by such usury laws.

     This Note is secured by a Deed of Trust,  Assignment  of Rents and Security
Agreement  (the "Deed of Trust") of even date  herewith  from the  Borrower,  as
trustor, to the Public Trustee of Arapahoe County, Colorado, as trustee, for the
benefit of the Lender,  as beneficiary,  encumbering  certain real property (the
"Real Property") in Arapahoe County, Colorado.  Reference is made to the Deed of
Trust for a  description  of the  nature  and  extent of the  security  afforded
thereby, the rights of the holder of this Note in respect of such security,  and
the terms and  conditions  upon which this Note is  secured.  The holder of this
Note is entitled to the benefits of the Deed of Trust,  the Loan  Agreement  and
all  other  instruments   executed  by  the  Borrower  in  connection  with  the
indebtedness evidenced by this Note, and the holder of this Note may enforce the
agreements of the Borrower  contained therein and exercise the remedies provided
therein or  otherwise in respect  thereof,  all in  accordance  with the Deed of
Trust, the Loan Agreement and such other instruments.

     If an Event of Default occurs,  then, and in any such event,  the holder of
this Note shall have the right,  at the election of the holder of this Note,  to
declare  the entire  unpaid  balance of the  principal  sum and all  accrued but
unpaid interest thereon immediately due and payable and the same shall thereupon
become  immediately due and payable,  without notice.  Time is of the essence of
this Note.

     The Borrower promises to pay the holder of this Note all costs and expenses
of  collection  of this  Note  and to pay all  reasonable  attorneys'  fees  and
expenses  incurred in such  collection  or in any suit or action to collect this
Note  or  in  any  appeal  thereof.  The  Borrower  waives  diligence,   demand,
presentment  for  payment,  protest,  notice of protest,  notice of dishonor and
notice of nonpayment.

     The  Borrower  consents  to any  extension  of time for the payment of this
Note. Any such extension may be made without notice to the Borrower or any party
liable for the payment of this Note and shall not discharge the liability of the
Borrower or any party liable for the payment of this Note. Failure to accelerate
the  maturity of the  indebtedness  evidenced  by this Note upon  default by the
Borrower, or acceptance of any past due installment, or failure to demand strict
performance  by the Borrower of the provisions of this Note shall not constitute
a waiver of any provision of this Note by the holder of this Note.

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     There are no oral agreements  between the Lender and the Borrower  relating
to  this  Note.  If any  provision  of  this  Note  is  held  to be  invalid  or
unenforceable,  it shall not affect the validity and enforceability of the other
provisions  of this Note.  If more than one  borrower  executes  this Note,  all
obligations  of the  Borrower  under  this Note  shall be the joint and  several
obligations  of each such  signatory.  As used in this Note,  the singular shall
include the plural.  This Note shall be governed by and  construed in accordance
with the laws of the State of Colorado.

     IN WITNESS  WHEREOF,  the Borrower  has  executed  this Note as of the date
first hereinabove written.


                                      ICG SERVICES, INC., a Delaware corporation



                                      By     /s/ H. Don Teague
                                             ------------------------
                                      Its    Executive Vice President
                                             ------------------------

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