Recorded at Request of:

Land Title Guarantee Company

When Recorded Mail to:

Laura E. Hannusch, Esq.
Pillsbury Madison & Sutro LLP
Post Office Box 7880
San Francisco, CA 94120-7880



                                 DEED OF TRUST

                   ASSIGNMENT OF RENTS AND SECURITY AGREEMENT


     THIS DEED OF TRUST,  ASSIGNMENT OF RENTS AND SECURITY  AGREEMENT  ("Deed of
Trust"),  made as of January  1, 1999,  is  granted  by ICG  SERVICES,  INC.,  a
Delaware  corporation  ("Trustor"),  to the PUBLIC  TRUSTEE OF ARAPAHOE  COUNTY,
COLORADO ("Trustee"), for the benefit of TRINET REALTY CAPITAL, INC., a Maryland
corporation ("Beneficiary"),

                              W I T N E S S E T H:

     For  valuable  consideration,  receipt  of which is  acknowledged,  Trustor
hereby  irrevocably  grants,  transfers and assigns to Trustee,  IN TRUST,  WITH
POWER OF SALE,  for the benefit and  security  of  Beneficiary,  all of the real
property in the County of Arapahoe,  State of  Colorado,  described in Exhibit A
attached hereto and made a part hereof (the  "Property"),  known and numbered as
161 Inverness Drive West, Englewood, Colorado 80112;

     TOGETHER WITH all rents, issues,  profits,  royalties,  bonuses, income and
other benefits derived from or produced by the Property  (subject,  however,  to
the assignment of rents and profits to Beneficiary herein);

     TOGETHER WITH all right,  title,  estate and interest of Trustor in, to and
under all leases (including,  without limitation,  the Lease dated as of January
15, 1998 (the "Lease"),  between ICG Holdings,  Inc. ("Tenant"),  as tenant, and
TriNet Essential  Facilities X, Inc. ("TEFX"),  as landlord) or subleases of the
Property or any part thereof now or hereafter in effect,  including all security
or other deposits, advance or prepaid rents, and deposits or payments of similar
nature;

     TOGETHER  WITH all right,  title,  estate and interest of Trustor in and to
all options to purchase  or lease the  Property or any part  thereof or interest
therein,  and any greater estate in the Property now owned or hereafter acquired
by Trustor;

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<PAGE>


     TOGETHER  WITH all  right,  title,  estate and  interest  of every kind and
nature,  at law or in equity,  that Trustor now has or may hereafter  acquire in
the Property;

     TOGETHER WITH all easements,  rights of way and rights appurtenant thereto,
and all tenements, hereditaments and appurtenances thereof and thereto;

     TOGETHER  WITH all water  rights  and  conditional  water  rights  that are
appurtenant to or that have been used or are intended for use in connection with
such land,  including but not limited to (i) ditch, well,  pipeline,  spring and
reservoir  rights,  whether or not adjudicated or evidenced by any well or other
permit,  (ii) all rights with  respect to  nontributary  groundwater  (and other
groundwater  that is subject to the  provisions  of  Colorado  Revised  Statutes
Section  37-90-137(4) or the corresponding  provisions of any successor statute)
underlying said land,  (iii) any permit to construct any water well,  water from
which is  intended  to be used in  connection  with such  land,  and (iv) all of
Trustor's  right,  title and  interest  under any  decreed  or  pending  plan of
augmentation or water exchange plan;

     TOGETHER WITH all right, title,  estate and interest of Trustor,  now owned
or hereafter  acquired,  in and to any land lying within the right of way of any
street,  open or proposed,  adjoining the Property,  and any and all  sidewalks,
alleys,  and strips and gores of land adjacent to or used in connection with the
Property;

     TOGETHER WITH all buildings,  structures and  improvements now or hereafter
located  on the  Property,  including  all  fixtures,  attachments,  appliances,
equipment, machinery, and other articles now or hereafter affixed or attached to
such  buildings,  structures or  improvements  (all of which shall,  to the full
extent under applicable law, constitute real property) (the "Improvements");

     TOGETHER WITH all  minerals,  crops,  timber,  trees,  shrubs,  flowers and
landscaping features now or hereafter located on, under or above the Property;

     TOGETHER WITH all development rights associated with the Property,  whether
previously or subsequently  transferred to the Property from other real property
or now or  hereafter  susceptible  of transfer  from the  Property to other real
property;

     TOGETHER WITH all furniture, furnishings,  fixtures, equipment, appliances,
machinery,  attachments,  goods,  accounts  receivable,  general intangibles and
other  tangible  and  intangible  personal  property (to the extent any of which
constitute  personal  property under applicable law) (the "Personal  Property"),
and all replacements,  additions, substitutions and proceeds thereof or thereto,
now or hereafter  owned by Trustor or in which  Trustor now or hereafter has any
rights and that is now or hereafter located on or at, or affixed or attached to,
or used in connection with the ownership, operation, management,  maintenance or
repair of the Property or the Improvements,  including, but without limiting the
generality of the  foregoing,  landscaping,  water  treatment,  garage and power
equipment  and supplies,  engines,  lifting,  cleaning,  fire  prevention,  fire
extinguishing,  and communications  apparatus,  incinerating equipment,  shades,
awnings,   screens,  storm  doors  and  windows,   partitions,   carpets,  rugs,
furnishings,  televisions,  radios, lamps, mirrors, paintings and other works of
art, wall hangings, decorations, and maintenance equipment; and

                                       2
<PAGE>

     TOGETHER  WITH all other  claims and  demands  that  Trustor now has or may
hereafter  acquire in the Property,  the Improvements or the Personal  Property,
including  all  claims  or  demands  to all  proceeds  of all  insurance  now or
hereafter  in effect  with  respect to the  Property,  the  Improvements  or the
Personal  Property,  all awards made for the taking by condemnation or the power
of eminent  domain,  or by any  proceeding or purchase in lieu  thereof,  of the
Property, the Improvements or the Personal Property, or any part thereof, or any
damage  or  injury  thereto,  all  awards  resulting  from a change  of grade of
streets, and all awards for severance damages.

     The entire  Property,  Improvements  and  Personal  Property and all right,
title,  estate and interest  described  above and hereby conveyed to Trustee may
hereafter be referred to collectively as the "Mortgaged Property."

     FOR THE PURPOSE OF SECURING THE FOLLOWING (collectively, the "Secured
Obligations"):

     1. Payment of the entire indebtedness, in the principal sum of thirty-three
million  seventy-six  thousand seven hundred fifty-four  dollars  ($33,076,754),
with interest  thereon,  evidenced by the  promissory  note (the "Note") of even
date herewith  executed by Trustor and payable to the order of Beneficiary,  and
performance  of each  covenant  and  agreement  of Trustor in the Note,  and all
modifications,  amendments,  replacements,  extensions and renewals  thereof and
substitutions therefor, due and payable in full, unless accelerated, January 31,
2013.

     2.  Performance of all obligations of Trustor under the loan agreement (the
"Loan Agreement") of even date herewith between Trustor and Beneficiary relating
to the loan evidenced by the Note and performance of each covenant and agreement
of  Trustor  in  the  Loan  Agreement,   and  all   modifications,   amendments,
replacements, extensions and renewals thereof and substitutions therefor.

     3.  Performance of all  obligations of Trustor under this Deed of Trust and
performance of each covenant and agreement of Trustor in this Deed of Trust, and
all modifications, amendments, replacements, extensions and renewals thereof and
substitutions therefor.

     4. Payment of all sums advanced by  Beneficiary  to protect the security of
this Deed of Trust or the  Mortgaged  Property,  with  interest  thereon  at the
Interest Rate (as defined in the Note).

     5. Payment of all other sums, with interest thereon, which may hereafter be
loaned to Trustor, or its successors or assigns, by Beneficiary,  when evidenced
by a promissory note or promissory  notes reciting that they are secured by this
Deed of Trust.

     This Deed of Trust,  the Note, the Loan Agreement and any other  instrument
given  to  evidence  or  further  secure  the  payment  and  performance  of any
indebtedness  or  obligation   secured  hereby  may  hereafter  be  referred  to
collectively as the "Loan Documents."

     TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR HEREBY COVENANTS AND
AGREES AS FOLLOWS:

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<PAGE>

                                   ARTICLE 1

                      Covenants and Agreements of Trustor

     1.1 Payment of Secured Obligations.  Trustor shall pay when due the Secured
Obligations,  including,  without  limitation,  the  principal  sum of,  and all
interest on, the indebtedness  evidenced by the Note, all prepayment charges and
late charges provided in the Note, and all other charges, fees and other sums as
provided in the Loan  Documents,  and the  principal  of, and  interest  on, any
future advances secured by this Deed of Trust.

     1.2  Care of  Mortgaged  Property.  Trustor  shall  keep and  maintain  the
Mortgaged Property and all abutting grounds, sidewalks, roads, parking areas and
landscape  areas  in  good  condition  and  repair;  not  remove,   demolish  or
substantially  alter (except such  alterations  as may be required by applicable
law) any of the Improvements without Beneficiary's prior written consent,  which
consent shall not be unreasonably  withheld,  except that Beneficiary's  consent
shall not be  required  with  respect to  alterations  that cost less than fifty
thousand  dollars  ($50,000)  total  and  that  do not  affect  in any  way  the
structural,  exterior  or  roof  elements  of  the  Mortgaged  Property  or  the
mechanical,  electrical,  plumbing,  utility  or  life  safety  systems  of  the
Mortgaged  Property;  complete promptly and in a good and workmanlike manner any
building or other  improvement  that may be  constructed  on the  Property,  and
promptly restore and repair,  in like manner,  to the equivalent of its original
condition  any  building or other  improvement  that may be damaged or destroyed
thereon, and, except as expressly provided herein to the contrary,  pay when due
all claims for labor performed and materials furnished therefor; comply with all
laws, ordinances, regulations and requirements of any governmental authority and
all covenants,  conditions and restrictions  now or hereafter  applicable to the
Mortgaged  Property  or any part  thereof;  not  commit or  permit  any waste or
deterioration of the Mortgaged  Property;  and not commit,  suffer or permit any
act to be done in or upon  the  Mortgaged  Property  in  violation  of any  law,
ordinance, regulation or requirement of governmental authority or any covenants,
conditions or restrictions now or hereafter applicable to the Mortgaged Property
or any part  thereof.  Unless  required by  applicable  law or  permitted by the
express  terms of the Lease,  Trustor  shall not allow changes in the use of the
Mortgaged Property,  or any part thereof, from the use being made as of the date
of this Deed of Trust.  Trustor shall not initiate or acquiesce in any change in
the zoning  classification of the Property without  Beneficiary's  prior written
consent.  Trustor  shall do all things  and  perform  all acts,  in a timely and
proper  manner,  that from the  character or use of the  Mortgaged  Property are
reasonably  necessary or prudent to protect and preserve the value and condition
of the Mortgaged Property.

     1.3 Required Insurance.  Trustor,  at Trustor's sole expense,  shall at all
times provide, maintain and keep in force the following policies of insurance:

     (a) insurance against loss or damage to the Mortgaged  Property by fire and
all other risks of physical  loss  covered by insurance of the type now known as
"all risk," with difference in conditions  coverage,  in an amount not less than
the full  replacement  cost of the  Mortgaged  Property  (without  deduction for
depreciation),  including the cost of debris removal,  and such  endorsements as
Beneficiary   may   reasonably   require,   including  the   "Replacement   Cost
Endorsement";  boiler and machinery  insurance  covering pressure  vessels,  air

                                       4
<PAGE>

tanks,  boilers,  machinery,  pressure  piping,  heating,  ventilation  and  air
conditioning  equipment,  and elevator  and  escalator  equipment,  provided the
Mortgaged  Property contains equipment of such nature and insurance against loss
of  occupancy  or use arising  from any  breakdown  of any such  items,  in such
amounts as Beneficiary  may reasonably  determine;  and plate glass insurance in
such amounts as Beneficiary may reasonably  determine if the Mortgaged  Property
contains plate glass.

     (b)  commercial  general  liability  insurance  against claims for personal
injury,  bodily injury, death or property damage occurring upon, in or about the
Mortgaged Property,  such insurance (i) to be on the so-called "occurrence" form
with a combined single limit of not less than five million dollars ($5,000,000);
(ii) to continue  this limit  until  required  to be changed by  Beneficiary  in
writing  by  reason  of  changed  economic  conditions  making  this  protection
inadequate;  and (iii) to cover at least the  following  hazards:  premises  and
operations;  products and completed operations on an "if any" basis; independent
contractors;  blanket contractual  liability for all written and oral contracts;
and contractual  liability  covering the  indemnities  contained in this Deed of
Trust to the extent available.

     (c) at all times during which  Trustor has any  employees,  workers'  compe
nsation insurance, subject to the statutory limits of the State of Colorado, and
employer's  liability  insurance  with a limit of at least one  million  dollars
($1,000,000) per accident and per disease per employee,  and one million dollars
($1,000,000)  for disease  aggregate in respect of any work or  operations on or
about the Mortgaged Property or in connection with the Mortgaged Property or its
operations (if applicable).

     (d) such other insurance as may from time to time be reasonably required by
Beneficiary  against other  insurable  hazards,  including,  but not limited to,
vandalism, earthquake, sinkhole and mine subsidence.

     1.4     Delivery of Policies, Payment of Premiums.

     (a)  All  insurance  policies  shall  be  issued  by  insurance   companies
authorized  to do  business  in  the  State  of  Colorado  and  be  approved  by
Beneficiary.  The insurance companies must have a general policy rating of A- or
better and a financial class of X or better by A.M. Best Company, Inc.

     (b) All insurance policies shall be issued and maintained in amounts,  with
deductibles, and in form satisfactory to Beneficiary in Beneficiary's reasonable
judgment,  and shall require not less than sixty (60) days' prior written notice
to Beneficiary of any cancellation or change of coverage. All insurance policies
maintained, or caused to be maintained, by Trustor with respect to the Mortgaged
Property,  except for public liability  insurance,  shall provide that each such
policy shall be primary without right of  contribution  from any other insurance
that may be carried by Trustor  or  Beneficiary  and that all of the  provisions
thereof, except the limits of liability,  shall operate in the same manner as if
there were a separate  policy  covering  each  insured.  If any insurer that has
issued a policy of title, hazard, liability or other insurance required pursuant
to this Deed of Trust or any other  Loan  Document  to which  Trustor is a party
becomes  insolvent  or the subject of any  bankruptcy,  receivership  or similar

                                       5
<PAGE>

proceeding,   or  if  in   Beneficiary's   reasonable   opinion  the   financial
responsibility of such insurer is or becomes inadequate,  Trustor shall, in each
instance  promptly  upon the request of  Beneficiary  and at Trustor's  expense,
obtain and  deliver  to  Beneficiary  a like  policy  (or,  if and to the extent
permitted by Beneficiary, a certificate of insurance) issued by another insurer,
which  insurer  and policy meet the  requirements  of this Deed of Trust or such
other Loan Document, as the case may be.

     (c) Without limiting the discretion of Beneficiary with respect to required
endorsements to insurance  policies,  all such policies for loss of or damage to
the  Mortgaged  Property  shall  contain a standard  mortgagee  clause  (without
contribution)  naming  Beneficiary  as mortgagee  with loss proceeds  payable to
Beneficiary  notwithstanding  (i) any act,  failure to act or  negligence  of or
violation of any warranty, declaration or condition contained in any such policy
by any named insured;  (ii) the occupation or use of the Mortgaged  Property for
purposes more hazardous  than  permitted by the terms of any such policy;  (iii)
any foreclosure or other action by Beneficiary under the Loan Documents; or (iv)
any change in title to or  ownership  of the  Mortgaged  Property or any portion
thereof,  such  proceeds  to be held for  application  as  provided  in the Loan
Documents.

     (d) The original of each initial insurance policy or a copy of the original
policy and a certificate  of insurance  shall be delivered to Beneficiary at the
time of  execution of this Deed of Trust,  with  premiums  fully paid,  and each
renewal or substitute policy (or certificate) shall be delivered to Beneficiary,
with premiums  fully paid, at least ten (10) days before the  termination of the
policy  it renews or  replaces.  Trustor  shall  pay all  premiums  on  policies
required  hereunder  as they  become due and  payable  and  promptly  deliver to
Beneficiary evidence  satisfactory to Beneficiary of the timely payment thereof.
If any loss  occurs at any time when  Trustor  has failed to  perform  Trustor's
covenants and agreements in this paragraph,  Beneficiary  shall  nevertheless be
entitled to the benefit of all  insurance  covering  the loss and held by or for
Trustor, to the same extent as if it had been made payable to Beneficiary.

     (e) Upon any  foreclosure  hereof  or  transfer  of title to the  Mortgaged
Property in extinguishment of the whole or any part of the Secured  Obligations,
all of  Trustor's  right,  title and interest in and to the  insurance  policies
referred to in this  Section  (including  unearned  premiums)  and all  proceeds
payable thereunder shall thereupon vest in the purchaser at foreclosure or other
such transferee, to the extent permissible under such policies.

     1.5 Insurance  Proceeds.  If the Mortgaged  Property or any part thereof is
damaged or destroyed by any casualty,  Trustor shall give prompt notice  thereof
to  Beneficiary.  Provided  that Tenant shall have  unconditionally  ratified in
writing  its  repair  and  restoration  obligations  pursuant  to its Lease with
respect to such casualty, Trustor and Tenant shall have the right to participate
in the  adjustment of any  insurance  claim arising from such casualty and shall
have the right to approve any settlement or adjustment, which approval shall not
unreasonably be withheld or delayed. Provided there is no Event of Default under
this Deed of Trust (and no event has occurred  which,  with the passage of time,
the  giving of notice,  or both,  would  constitute  an Event of  Default),  and
provided Trustor has (i) delivered to Beneficiary plans and specifications and a
budget for such  repair and  restoration  (all of which  Beneficiary  shall have
approved in its reasonable  judgment),  and (ii) deposited with Beneficiary cash

                                       6
<PAGE>

in the sum equal to the  excess,  if any,  of the  total  cost set forth in such
approved  budget over the amount of  insurance  proceeds  received on account of
such casualty,  then  Beneficiary  shall make available to Trustor all insurance
proceeds  actually  received by Beneficiary  on account of such casualty,  after
deduction of Beneficiary's  reasonable costs and expenses,  including reasonable
attorneys' fees,  incurred in connection with settling such insurance claim, for
application to the costs of such approved repair and restoration, as follows:

     (a) No more frequently  than once per calendar  month,  Trustor may request
that  Beneficiary  reimburse  Trustor for costs  incurred by Trustor for work in
place to repair and restore the  Mortgaged  Property.  Trustor's  request  shall
certify  that all work for which  reimbursement  is requested  was  performed in
compliance  with the plans and  specifications  approved by Beneficiary  and all
applicable laws, and shall include reasonably satisfactory evidence of the costs
incurred  by Trustor  and  unconditional  lien  releases  in form and  substance
reasonably  required by  Beneficiary  executed by all  mechanic's,  materialmen,
laborers, suppliers and contractors who performed any portion of the repair work
or supplied materials.

     (b) Within fifteen (15) days after receiving Trustor's request, Beneficiary
shall approve or  disapprove  Trustor's  request,  which  approval  shall not be
unreasonably withheld, by written notice to Trustor. If Beneficiary approves all
or any portion of a request and  Beneficiary  has received  (and not  previously
disbursed) insurance proceeds, then Beneficiary's approval shall include a check
in the amount  approved by  Beneficiary.  If Beneficiary  disapproves all or any
portion of a request, then Beneficiary's notice shall state the reasons for that
disapproval. Beneficiary's failure to deliver a notice approving or disapproving
a request shall be conclusively deemed Beneficiary's disapproval of the request.
In addition,  Beneficiary  shall have the right to impose other  conditions upon
disbursement  so long as they are consistent  with customary  construction  loan
disbursement  practices.  Beneficiary  shall  maintain  in  an  interest-bearing
account any proceeds of insurance  held by  Beneficiary  and any sums  deposited
with  Beneficiary  by Trustor  pursuant to this  section  1.5, and so long as no
Event of  Default by Trustor  under  this Deed of Trust has  occurred,  interest
earned on such account  shall be disbursed  to Trustor upon  completion  of such
repair and  restoration,  except to the extent such interest has been applied to
the costs of such repair and restoration.

     Except  to  the  extent  that  such  insurance  proceeds  are  received  by
Beneficiary and applied to the indebtedness secured hereby, nothing herein shall
excuse  Trustor  from  repairing  or  maintaining  the  Mortgaged   Property  in
accordance  with section 1.2 hereof or restoring all damage to or destruction of
the Mortgaged  Property,  regardless of whether or not there are such  insurance
proceeds  available or whether any such  insurance  proceeds are  sufficient  in
amount,  and the  application  or release by  Beneficiary  of any such insurance
proceeds  shall not cure or waive any  default or notice of  default  under this
Deed of Trust or invalidate any act done pursuant to any such notice.

     1.6 Assignment of Policies Upon Foreclosure. In the event of foreclosure of
this Deed of Trust or other  transfer of title or  assignment  of the  Mortgaged
Property in  extinguishment,  in whole or in part, of the  indebtedness  secured
hereby,  all right,  title and  interest  of Trustor in and to all  policies  of
insurance  required by this Deed of Trust shall inure to the benefit of and pass
to the  successor  in interest to Trustor,  or the  purchaser  or grantee of the
Mortgaged Property.

                                       7
<PAGE>

     1.7  Environmental Audit.

     If any event of default occurs under this Deed of Trust,  Beneficiary shall
have the  right,  but no  obligation,  at the  expense  of  Trustor,  to conduct
reasonable  environmental  testing  of the  Mortgaged  Property,  including  (if
Beneficiary   determines  it  is   reasonably   necessary  or   appropriate)   a
comprehensive  environmental  assessment of the Mortgaged  Property and soil and
groundwater  sampling,  in scope  satisfactory  to  Beneficiary,  prepared by an
engineer  selected by Beneficiary,  in order to ascertain  whether any Hazardous
Substances  are present or any Release or  threatened  Release of any  Hazardous
Substances  has occurred in, on or under the  Mortgaged  Property (or any nearby
real property that could migrate to the Mortgaged  Property) or any violation of
any  Environmental  Laws exists at the Mortgaged  Property.  Trustor  shall,  on
demand,  pay to Beneficiary  all sums expended by Beneficiary in connection with
any such comprehensive environmental assessment,  together with interest thereon
from the date of expenditure until paid at the Interest Rate.

1.8  Taxes, Assessments and Impositions.

     (a) Trustor agrees to pay, at least ten (10) days prior to delinquency, all
real property taxes and assessments,  general and special,  and all other taxes,
assessments,  fees,  levies  and  charges  of every  kind or nature  whatsoever,
including  all  non-governmental  levies  or  assessments  such  as  maintenance
charges,  owner  association dues or charges,  or assessments,  fees,  levies or
charges  resulting  from  covenants,  conditions or  restrictions  affecting the
Mortgaged  Property,  that are assessed  against or imposed  upon the  Mortgaged
Property,  or become due and payable with respect thereto,  or that create,  may
create,  appear to create or are secured by a lien upon the Mortgaged  Property,
or any part thereof (all of which taxes,  assessments,  fees, levies and charges
are hereinafter referred to as "Impositions");  provided,  however,  that if, by
law, any such Imposition is payable, or may at the option of Trustor be paid, in
installments,  Trustor  may pay such  installment  s together  with any  accrued
interest  on the  unpaid  balance of such  Imposition  in  installments  as such
installments  become due and before any fine,  penalty,  interest or cost may be
added  thereto for the  nonpayment  of any such  installment  and  interest.  If
Trustor  fails  to pay  any  Impositions  as  required  by this  Deed of  Trust,
Beneficiary  may pay such  Impositions,  and Trustor  shall,  on demand,  pay to
Beneficiary the amount of all such Impositions incurred by Beneficiary, together
with interest  thereon from the date of  expenditure  until paid at the Interest
Rate.

     (b) If at any time after the date hereof there shall be assessed or imposed
any tax,  assessment,  levy or fee on  Beneficiary  and  measured by or based in
whole or in part on this  Deed of Trust or upon the  amount  of the  outstanding
indebtedness or obligations  secured hereby,  then all such taxes,  assessments,
levies and fees shall be deemed to be included within the term  "Impositions" as
defined in this  section 1.8 and  Trustor  shall pay and  discharge  the same as
herein  provided with respect to the payment of  Impositions.  If it is unlawful
for  Trustor  to pay any such tax,  assessment,  levy or fee,  at the  option of
Beneficiary,  all indebtedness and obligations secured hereby, together with all
accrued interest thereon,  shall immediately  become due and payable;  provided,
however,  that Beneficiary shall not accelerate the Secured  Obligations if such
taxes, assessments or fees total one hundred thousand dollars ($100,000) or less
in the aggregate.

                                       8
<PAGE>

     (c) Trustor  shall furnish  Beneficiary,  within thirty (30) days after the
date upon which any  Imposition  is due and  payable,  official  receipts of the
appropriate  taxing  authority,   or  other  proof  reasonably  satisfactory  to
Beneficiary, evidencing the payment thereof.

     (d) In the event that  Trustor  reasonably  and in good faith  disputes the
validity  or amount of any  Impositions,  then  Trustor  shall have the right to
defer payment  thereof,  provided that (i) Trustor shall have given  Beneficiary
written  notice  of such  contest  and the  nature  thereof  and  Trustor  shall
thereafter  diligently and continuously  prosecute such contest to completion or
compromise,  (ii) no such  deferral  of  payment  shall  result  in any fines or
penalties being assessed against Trustor,  Beneficiary or the Mortgaged Property
or any lien foreclosure  rights against the Mortgaged  Property being commenced,
(iii) Trustor shall promptly pay any amounts  (including any interest,  fines or
penalties) finally determined to be owing, and (iv) at Beneficiary's  reasonable
request,  Trustor shall provide such bond or other  security as may be necessary
to protect Beneficiary and the Mortgaged Property against any loss or liability.

     (e) At the request of  Beneficiary,  Trustor  shall deposit with either the
property manager of the Property or to Beneficiary,  at Beneficiary's  election,
in monthly  installments  in advance on the first day of each  month,  an amount
sufficient, as reasonably estimated by Beneficiary,  to pay all Impositions next
due on the Mortgaged Property.  In such event Beneficiary elects to collect such
payment, Trustor further agrees, upon Beneficiary's request, to cause all bills,
statements  or other  documents  relating  to  Impositions  to be sent or mailed
directly  to  Beneficiary.  Upon  receipt  of such  bills,  statements  or other
documents,  and provided Trustor has deposited sufficient funds with Beneficiary
pursuant to this section 1.8,  Beneficiary  shall pay such amounts as may be due
thereunder  out of the funds so deposited with  Beneficiary.  If at any time and
for any reason the funds deposited with  Beneficiary are or will be insufficient
to pay such  Impositions as may then or  subsequently  be due,  Beneficiary  may
notify  Trustor and Trustor  shall  immediately  deposit an amount  equal to the
deficiency with Beneficiary. If at any time the funds deposited with Beneficiary
exceed the amount deemed necessary by Beneficiary to pay such Impositions as may
then or  subsequently  be due,  such excess  shall be credited to Trustor on the
next  monthly  installment  or  installments  of such  funds.  Upon  payment and
performance in full of all indebtedness and obligations  secured by this Deed of
Trust,  Beneficiary  shall  promptly  refund to  Trustor  any such funds held by
Beneficiary.  Trustor  grants to  Beneficiary  a security  interest in all funds
deposited  with   Beneficiary,   and  such  funds  are  pledged  by  Trustor  to
Beneficiary,  for the  purpose of  securing  all  indebtedness  and  obligations
secured by this Deed of Trust.  Nothing  herein  shall cause  Beneficiary  to be
deemed a trustee of such funds or to be  obligated  to pay any amounts in excess
of the amount of funds deposited with Beneficiary  pursuant to this section 1.8.
Beneficiary may commingle such deposits with its own funds and Trustor shall not
be entitled to any interest thereon.

     (f) Trustor agrees not to suffer,  permit or initiate the joint  assessment
of any real and personal  property,  or any other procedure  whereby the lien of
the real  property  taxes and the lien of the personal  property  taxes shall be
assessed, levied or charged to the Mortgaged Property as a single lien.

                                       9
<PAGE>

     (g) If requested by Beneficiary,  Trustor shall, at the expense of Trustor,
furnish to Beneficiary a tax reporting  service covering the Mortgaged  Property
of the type and duration and with a company required by Beneficiary.

     1.9  Utilities.  Trustor  shall pay when due all  utility  assessments  and
charges for gas,  electricity,  fuel,  water,  steam,  sewer,  drainage,  refuse
disposal,  telephone and other  services  furnished to or for the benefit of the
Mortgaged  Property and all other  assessments  or charges of a similar  nature,
whether  public or  private,  affecting  the  Mortgaged  Property or any portion
thereof,  whether or not such  assessments or charges are liens on the Mortgaged
Property,  subject to  Trustor's  right to contest  Impositions  as  provided in
Section 1.8(d) of this Deed of Trust.

     1.10 Actions Affecting Mortgaged Property. Trustor shall appear in, contest
and defend any action or proceeding purporting to affect the Mortgaged Property,
the security of this Deed of Trust or the rights or powers of Beneficiary  under
this Deed of Trust. Trustor shall pay all costs and expenses,  including cost of
evidence of title and attorneys' fees, in any such action or proceeding in which
Beneficiary may appear.

     1.11 Actions by Trustee or Beneficiary To Preserve Mortgaged  Property.  If
Trustor  fails to make any  payment  or to do any other act as and in the manner
provided in any of the Loan Documents,  Beneficiary, without obligation so to do
and without notice to or demand upon Trustor and without  releasing Trustor from
any  obligation,  may make or do the same in such  manner and to such  extent as
either may deem  reasonably  necessary  to protect the  security of this Deed of
Trust.  In  connection   therewith   (without   limiting  its  general  powers),
Beneficiary  shall have and is hereby given the right,  but not the  obligation:
(a) to enter upon and take  possession  of the Mortgaged  Property;  (b) to make
additions,  alterations, repairs and improvements to the Mortgaged Property that
they or either of them may reasonably  consider  necessary or proper to keep the
Mortgaged  Property in good condition and repair;  (c) to appear and participate
in any action or proceeding affecting or that may affect the Mortgaged Property,
the security of this Deed of Trust,  or the rights or powers of  Beneficiary  or
Trustee under this Deed of Trust;  (d) to perform the  obligations of Trustor as
landlord  under any  Leases  encumbering  the  Mortgaged  Property;  (e) to pay,
purchase,  contest or compromise any encumbrance,  claim,  charge,  lien or debt
that in the  judgment of either may affect or appears to affect the  security of
this Deed of Trust or may be prior or  superior  hereto,  subject  to  Trustor's
right to contest  certain  Liens as  provided  in  Section  1.15 of this Deed of
Trust; and (f) in exercising such powers, to pay necessary  expenses,  including
employment of attorneys or necessary or desirable consultants. Trustor shall, on
demand,  pay to Beneficiary  all amounts paid by Beneficiary  and all reasonable
costs and expenses  incurred by Beneficiary  in connection  with the exercise by
Beneficiary of the foregoing rights, including costs of evidence of title, court
costs,  appraisals,  surveys and attorneys' fees, together with interest thereon
from the date of expenditure until paid at the Interest Rate.

     1.12 Title. Trustor represents and warrants to Beneficiary that (a) Trustor
has good and  marketable fee simple  absolute  title to the Mortgaged  Property,
free and clear of all  liens,  encumbrances,  leases,  easements,  restrictions,
rights,  covenants  and  conditions,  subject  only to the  matters  approved in
writing by Beneficiary  and shown as exceptions in the policy of title insurance
issued to Beneficiary  insuring this Deed of Trust,  (b) this Deed of Trust is a
valid  and  enforceable  lien on the  Mortgaged  Property  subject  only to such

                                       10
<PAGE>

approved  exceptions,  (c) Trustor shall  maintain and preserve the lien of this
Deed of Trust until all  indebtedness  and  obligations  secured by this Deed of
Trust have been fully paid and performed,  and (d) Trustor has full legal right,
power and  authority to execute and deliver this Deed of Trust and to convey the
Mortgaged  Property  as provided in this Deed of Trust.  Trustor  shall  forever
warrant and defend  title to the  Mortgaged  Property as  aforesaid  against all
claims and demands whatsoever.

     1.13 Eminent  Domain.  If the  Mortgaged  Property,  or any part thereof or
interest  therein,  is taken or damaged by reason of any public  improvement  or
condemnation  proceeding,  or by exercise of the power of eminent domain,  or in
any other  manner,  or if  Trustor  receives  any  notice  or other  information
regarding  any such  proceeding,  Trustor  shall give prompt  notice  thereof to
Beneficiary.

     (a) Except as expressly provided herein to the contrary,  Beneficiary shall
have the right to receive all proceeds, compensation,  awards, damages and other
payments  on account of any such  taking or damage,  but no  prepayment  premium
shall be payable  with  respect  to such  amounts so  received  by  Beneficiary.
Beneficiary shall have the right to commence, appear in and prosecute in its own
name any  action or  proceeding  and to make any  compromise  or  settlement  in
connection  with any such  taking  or  damage.  Trustor  hereby  absolutely  and
irrevocably assigns all such proceeds,  compensation,  awards, damages and other
payments to Beneficiary,  and Trustor agrees to execute such further assignments
of any such  proceeds  as  Beneficiary  may  require.  Beneficiary  shall not be
responsible  for any failure to collect  any such  proceeds,  regardless  of the
cause of such failure.

     (b) In the event the  Mortgaged  Property,  or any part thereof or interest
therein,  is so taken or damaged,  Beneficiary shall have the right, in its sole
and complete  discretion  except as expressly  provided  herein to the contrary,
regardless of any  impairment  of security or lack thereof,  to apply all or any
part of such proceeds, without prepayment premium, after deducting therefrom all
reasonable costs and expenses, including reasonable attorneys' fees, incurred by
Beneficiary in connection with such proceeds,  (i) to any  indebtedness  secured
hereby  and  in  such  order  as  Beneficiary  may  determine,  or  (ii)  to the
restoration of the Mortgaged Property, or (iii) to Trustor.

     (c) In the event of any taking other than a taking of all or a  substantial
portion  of the  Mortgaged  Property  such  that the  remaining  portion  is not
suitable for Trustor's purposes, Trustor shall restore the Mortgaged Property to
an integrated  architectural  unit.  Provided there is no Event of Default under
this Deed of Trust (and no event has  occurred  that,  with the passage of time,
the  giving of notice,  or both,  would  constitute  an Event of  Default),  and
provided Trustor has (i) delivered to Beneficiary plans and specifications and a
budget for such  repair and  restoration  (all of which  Beneficiary  shall have
approved in its reasonable  judgment),  and (ii) deposited with Beneficiary cash
in the sum equal to the  excess,  if any,  of the  total  cost set forth in such
approved  budget  over the amount of  condemnation  award  proceeds  received on
account of such taking,  after  deducting  therefrom  all  reasonable  costs and
expenses,  including  reasonable  attorneys'  fees,  incurred by  Beneficiary in
connection with such proceeds,  then Beneficiary shall make available to Trustor
all condemnation  award proceeds  actually received by Beneficiary on account of
such  taking,  for  application  to  the  costs  of  such  approved  repair  and
restoration, as follows:

                                       11
<PAGE>

     (A) No more frequently  than once per calendar  month,  Trustor may request
     that Beneficiary  reimburse  Trustor for costs incurred by Trustor for work
     in place to repair and restore the Mortgaged  Property.  Trustor's  request
     shall  certify  that all work for  which  reimbursement  is  requested  was
     performed  in  compliance  with the plans and  specifications  approved  by
     Beneficiary  and  all  applicable   laws,  and  shall  include   reasonably
     satisfactory  evidence of the costs  incurred by Trustor and  unconditional
     lien  releases in form and  substance  reasonably  required by  Beneficiary
     executed  by  all   mechanic's,   materialmen,   laborers,   suppliers  and
     contractors  who  performed  any  portion  of the repair  work or  supplied
     materials.

     (B) Within fifteen (15) days after receiving Trustor's request, Beneficiary
     shall approve or disapprove Trustor's request,  which approval shall not be
     unreasonably  withheld,  by  written  notice  to  Trustor.  If  Beneficiary
     approves all or any portion of a request and  Beneficiary has received (and
     not previously disbursed)  condemnation award proceeds,  then Beneficiary's
     approval shall include a check in the amount  approved by  Beneficiary.  If
     Beneficiary disapproves all or any portion of a request, then Beneficiary's
     notice shall state the reasons for that disapproval.  Beneficiary's failure
     to  deliver  a  notice   approving  or  disapproving  a  request  shall  be
     conclusively deemed Beneficiary's  disapproval of the request. In addition,
     Beneficiary   shall  have  the  right  to  impose  other   conditions  upon
     disbursement  so long as they are consistent  with  customary  construction
     loan   disbursement   practices.   Beneficiary   shall   maintain   in   an
     interest-bearing account any condemnation award held by Beneficiary and any
     sums deposited with  Beneficiary by Trustor  pursuant to this section 1.13,
     and so long as no Event of Default  under this Deed of Trust has  occurred,
     interest  earned  on such  account  shall  be  disbursed  to  Trustor  upon
     completion  of such  repair  and  restoration,  except to the  extent  such
     interest has been applied to the costs of such repair and restoration.

     (d) Except to the extent that such proceeds are received by Beneficiary and
applied to the indebtedness secured hereby,  nothing herein shall excuse Trustor
from repairing or maintaining the Mortgaged  Property in accordance with section
1.2 hereof or restoring all damage to or destruction of the Mortgaged  Property,
regardless  of whether or not there are such  proceeds  available or whether any
such  proceeds  are  sufficient  in amount,  and the  application  or release by
Beneficiary  of any such proceeds  shall not cure or waive any default or notice
of default under this Deed of Trust or  invalidate  any act done pursuant to any
such notice.

     1.14  Inspections.  Beneficiary,  and its  agents or  representatives,  are
authorized to enter at any reasonable time, with reasonable prior notice (except
that prior notice shall not be required in the event of an  emergency),  upon or
in any part of the Mortgaged  Property for the purpose of  inspecting  the same,
for the purpose of  ascertaining  Trustor's  compliance with this Deed of Trust,
and for the purpose of performing  any of the acts  Beneficiary is authorized to
perform under any of the Loan Documents.

     1.15 Liens. Trustor shall pay and discharge, at Trustor's cost and expense,
as and when  payment  is due,  all  liens,  encumbrances,  claims,  charges  and
indebtedness  upon the  Mortgaged  Property,  or any part  thereof  or  interest
therein,  or  affecting  the  security  of this  Deed of  Trust,  including  any

                                       12
<PAGE>

mechanics',  laborer's,  materialmen's,  supplier's  or vendor's  lien,  whether
inferior or superior to this Deed of Trust.  If Trustor  reasonably  and in good
faith  disputes the  validity of any such lien,  encumbrance,  claim,  charge or
indebtedness,  then  Trustor  shall  have the  right to defer  payment  thereof,
provided that (a) Trustor shall have given  Beneficiary  written  notice of such
contest and the nature  thereof  and Trustor  shall  thereafter  diligently  and
continuously  prosecute  such contest to completion or  compromise,  (b) no such
deferral  of  payment  shall  result in any fines or  penalties  being  assessed
against Trustor,  Beneficiary or the Mortgaged  Property or any lien foreclosure
rights  against the  Mortgaged  Property  being  commenced,  (c)  Trustor  shall
promptly pay any amounts  (including any interest,  fines or penalties)  finally
determined to be owing, and (d) at  Beneficiary's  reasonably  request,  Trustor
shall  provide  such  bond or other  security  as may be  necessary  to  protect
Beneficiary and the Mortgaged Property against any loss or liability.

     1.16 Leases. Trustor shall pay, perform and discharge, as and when payment,
performance  and discharge are due, all obligations of Trustor as landlord under
all  leases  (individually  a "Lease"  and  collectively  the  "Leases")  of the
Mortgaged  Property or any part thereof.  Trustor shall give Beneficiary  prompt
notice of any default by Trustor claimed by any tenant under any Lease, together
with a copy of any  notice  of  default  given by any such  tenant  to  Trustor.
Trustor  diligently  shall enforce all  covenants and  agreements of each tenant
under the Leases and shall not waive or release any  obligation  or liability of
any tenant under the Leases.  Trustor  shall not,  without the prior  consent of
Beneficiary,   which  may  be  given  or  withheld  in  Beneficiary's   absolute
discretion,  execute any new Lease, or renew or extend the term of any Lease, or
amend or modify any Lease,  or cancel,  terminate or accept the surrender of any
Lease.  Trustor  shall not accept  prepayment  of any rent under the Leases more
than one (1) month in  advance.  Trustor  shall not create any lien or  security
interest  that  would be  superior  to the  Leases or would,  upon  foreclosure,
extinguish the Leases. Trustor shall, at Trustor's expense, appear in and defend
any action or proceeding  arising from or connected  with any of the Leases,  or
any obligation or liability of Trustor as landlord thereunder, or any obligation
or liability of any tenant or any  guarantor of any tenant  thereunder.  Trustor
shall, at any time and from time to time upon request by  Beneficiary,  execute,
acknowledge and deliver to Beneficiary an assignment of the Leases,  in form and
substance satisfactory to Beneficiary, to transfer and assign Trustor's interest
in the Leases to Beneficiary. Trustor shall furnish to Beneficiary copies of all
Leases requested by Beneficiary.

     1.17  Intentionally Deleted.

     1.18  Beneficiary's  Powers.  Without  affecting the liability of any other
person liable for the payment or performance of any  indebtedness  or obligation
secured  hereby,  and without  affecting the lien of this Deed of Trust upon any
portion of the Mortgaged  Property not then or theretofore  released as security
for the indebtedness and obligations secured hereby,  Beneficiary may, from time
to time and without  notice,  (a)  release any person so liable,  (b) extend the
maturity or alter any of the terms of any  indebtedness  or  obligation  secured
hereby,  (c) grant other  indulgences,  (d) release or reconvey,  or cause to be
released or reconveyed,  any parcel,  portion or all of the Mortgaged  Property,
(e) take or release any other or  additional  security for any  indebtedness  or
obligation  secured hereby,  (f) make  compositions or other  arrangements  with
debtors in relation to any  indebtedness or obligation  secured  hereby,  or (g)
advance  additional  funds to protect the security of this Deed of Trust and pay
or discharge the  obligations of Trustor  hereunder or under the Loan Documents,

                                       13
<PAGE>

and Trustor  shall,  on demand,  pay to  Beneficiary  all  amounts so  advanced,
together with interest  thereon from the date of  expenditure  until paid at the
Interest Rate.

     1.19 Financial Statements.  Trustor shall deliver to Beneficiary as soon as
practicable, but in any event within one hundred five (105) days after the close
of each fiscal year of Trustor, an income statement, balance sheet and statement
of cash flows of Trustor as at the end of such fiscal year,  all certified as to
accuracy by an independent  certified  public  accountant or  representative  of
Trustor  acceptable  to  Beneficiary;  provided,  however,  that  so long as the
Management  Agreement (as defined in the Loan Agreement)  remains in effect, the
financial  statements  described  in this  sentence  need  not be  certified  by
independent  accountants.  All such  financial  statements  shall be prepared in
accordance with generally accepted accounting  principles  consistently applied.
Such operating  statement also shall show, in comparative  form, the figures for
the  previous  fiscal  year  and  shall be in form and  detail  satisfactory  to
Beneficiary.  Trustor shall furnish to Beneficiary,  together with the foregoing
financial  statements and at any other time upon request of Beneficiary,  a rent
schedule  for the  Mortgaged  Property,  certified  as to  accuracy  by Trustor,
showing the name of each tenant and, for each tenant,  the space  occupied,  the
lease expiration date, the rent payable and the rent paid. Trustor shall prepare
and maintain at all times at Trustor's  address set forth in this Deed of Trust,
or such other place as Beneficiary may approve in writing,  proper, complete and
accurate books of account and records adequate to reflect  correctly the results
of the operation of the  Mortgaged  Property and all items of income and expense
in connection  therewith and copies of all written  contracts,  leases and other
documents that affect the Mortgaged  Property.  Beneficiary,  and its agents and
representatives, shall have the right at any reasonable time to examine and copy
all such books of account,  records,  contracts,  leases and other documents. In
addition,  Trustor shall deliver to  Beneficiary:  within  forty-five  (45) days
after the end of each  fiscal  quarter,  unaudited  income  statements,  balance
sheets  and  statements  of cash flow of ICG  Communications,  Inc.,  a Delaware
corporation ("ICGC"), and its consolidated  subsidiaries,  for such quarter; and
no later than one  hundred  five (105) days after the end of each  fiscal  year,
audited financial  statements of ICGC and its consolidated  subsidiaries  ("ICGC
Financial  Statements")  for such fiscal year,  which ICGC Financial  Statements
shall  include an  audited  consolidated  income  statement,  balance  sheet and
statement of cash flow of ICGC and its  consolidated  subsidiaries as at the end
of such fiscal year, a  consolidated  statement  of  operations  of ICGC and its
consolidated  subsidiaries  for such fiscal year,  and a  certificate  of ICGC's
auditor (which shall be a recognized  national  independent  accounting firm) to
the effect that such ICGC Financial  Statements were prepared in accordance with
generally accepted accounting principals consistently applied and fairly present
the financial condition and operations of ICGC and its consolidated subsidiaries
for and as at the end of such fiscal year.

     1.20 Trade Names.  At the request of  Beneficiary,  Trustor shall execute a
certificate in form  satisfactory  to Beneficiary  listing the trade names under
which Trustor intends to operate the Mortgaged  Property,  and  representing and
warranting that Trustor does business under no other trade names with respect to
the Mortgaged Property.  Trustor shall immediately notify Beneficiary in writing
of any  change in such  trade  names and shall,  upon  request  of  Beneficiary,
execute any additional certificates revised to reflect the change in trade name.

     1.21  Acceleration  on Transfer.  If Trustor,  or any  successor or assign,
sells,   conveys,   alienates,   leases  (other  than  to  tenants  approved  by
Beneficiary),  assigns,  transfers or encumbers,  or contracts to sell,  convey,

                                       14
<PAGE>

alienate,  lease  (other  than to  tenants  approved  by  Beneficiary),  assign,
transfer or encumber,  all or any part of the Mortgaged Property or any interest
in the Mortgaged Property, or if there is any change in the control or ownership
of Trustor (other than due to a transfer of a partnership interest or control of
a  partner  that,  pursuant  to  Trustor's  Limited  Partnership  Agreement,  is
permitted  without  the  consent  of  any  other  partner),  whether  any of the
foregoing  events  occurs  in  any  manner,  directly  or  indirectly,   whether
voluntary,  involuntary  or by  operation of law,  without the prior  consent of
Beneficiary,  then,  and in any such  event,  the entire  unpaid  balance of the
principal sum of the Note and all accrued but unpaid interest  thereon,  and all
other  indebtedness  secured by this Deed of Trust, shall become immediately due
and payable at the election of Beneficiary,  without notice.  Trustor shall give
reasonable  notice to  Beneficiary  of any  transaction  or occurrence  that may
constitute a transfer of the Mortgaged Property or other event described in this
section  1.21 prior to any such  transfer  or event.  Trustor  shall  furnish in
writing to  Beneficiary  all  reasonable  information  concerning  any  proposed
transfer  of the  Mortgaged  Property or other such event that is  requested  by
Beneficiary,  including  the  name  and  address  of  the  proposed  transferee,
financial  statements  of the proposed  transferee,  a full  description  of the
business  of the  proposed  transferee,  the  complete  terms  of  the  proposed
transfer, and copies of all proposed transfer documents.

     1.22  Indemnification and Waivers.

     (a)  If  Beneficiary  is  made a  party  to any  litigation  or  proceeding
concerning  this Deed of Trust or the Mortgaged  Property or any part thereof or
interest therein, or the use or occupancy thereof,  then Trustor shall indemnify
and defend  Beneficiary  against and hold Beneficiary  harmless from all claims,
demands, liabilities,  losses, damages, costs and expenses, including reasonable
attorneys' fees and expenses,  incurred by Beneficiary in any such litigation or
proceeding,  whether or not any such  litigation  or proceeding is prosecuted to
judgment.  If Beneficiary  commences an action  against  Trustor to enforce this
Deed of Trust or because of the breach by Trustor of this Deed of Trust,  or for
the  recovery  of any sum  secured  hereby,  Trustor  shall  pay to  Beneficiary
reasonable  attorneys' fees and expenses,  and the right to such attorneys' fees
and expenses shall be deemed to have accrued on the commencement of such action,
and shall be  enforceable  whether or not such action is prosecuted to judgment.
If Trustor breaches any covenant or agreement in this Deed of Trust, Beneficiary
may employ an attorney or attorneys to protect its rights  hereunder and, in the
event of such  employment  following any breach by Trustor,  Trustor  shall,  on
demand, pay to Beneficiary  reasonable  attorneys' fees and expenses incurred by
Beneficiary,  together with interest thereon from the date of expenditure  until
paid at the  Interest  Rate,  whether  or not an  action is  actually  commenced
against Trustor by reason of such breach.

     (b)  Trustor  waives  any  and  all  right  to  claim  or  recover  against
Beneficiary, its directors, officers, employees, agents and representatives, for
loss of or damage to Trustor, the Mortgaged Property,  Trustor's property or the
property of others under  Trustor's  control from any cause  insured  against or
required to be insured against by this Deed of Trust.

     (c) All sums payable by Trustor  hereunder  shall be paid  without  notice,
demand,  counterclaim,  setoff,  deduction  or defense  and  without  abatement,
suspension,   deferment,  diminution  or  reduction,  and  the  obligations  and
liabilities  of Trustor  hereunder  shall in no way be released,  discharged  or

                                       15
<PAGE>

otherwise  affected (except as expressly  provided herein) by reason of: (i) any
damage to or destruction or any  condemnation or similar taking of the Mortgaged
Property  or  any  part  thereof;  (ii)  any  restriction  or  prevention  of or
interference with any use of the Mortgaged  Property or any part thereof;  (iii)
any  title  defect or  encumbrance  or any  eviction  from the  Property  or the
Improvements  or any part  thereof by title  paramount  or  otherwise;  (iv) any
bankruptcy, insolvency,  reorganization,  composition,  adjustment, dissolution,
liquidation or other like proceeding relating to Trustor or Beneficiary,  or any
action  taken with  respect to this Deed of Trust by any  trustee or receiver of
Trustor or Beneficiary,  or by any court, in any such proceeding;  (v) any claim
that Trustor has or might have against Beneficiary;  (vi) any default or failure
on the part of  Beneficiary to perform or comply with any of the terms hereof or
of any other agreement with Trustor;  or (vii) any other occurrence  whatsoever,
whether  similar or  dissimilar to the  foregoing,  whether or not Trustor shall
have notice or knowledge of any of the foregoing.  Except as expressly  provided
herein,  Trustor  waives  all rights now or  hereafter  conferred  by statute or
otherwise to any abatement,  suspension,  deferment,  diminution or reduction of
any sum secured hereby and payable by Trustor.


                                   ARTICLE 2

                        Assignment of Rents and Profits

     2.1 Assignment of Rents.  Trustor hereby  absolutely,  unconditionally  and
irrevocably  assigns and transfers to Beneficiary  all rents,  issues,  profits,
royalties,  bonuses,  income and other benefits  derived from or produced by the
Mortgaged  Property  (the  "rents and  profits").  Trustor  hereby  gives to and
confers upon Beneficiary the right, power and authority to collect the rents and
profits.  Trustor irrevocably  appoints Beneficiary its true and lawful attorney
in fact, at the option of Beneficiary at any time and from time to time,  either
with or without taking possession of the Mortgaged Property, to demand,  receive
and enforce payment, to give receipts,  releases and satisfactions,  and to sue,
in the name of  Trustor or  Beneficiary,  for all of the rents and  profits  and
apply the same to the indebtedness secured hereby. Trustor shall,  nevertheless,
have a revocable license to collect the rents and profits as they become due and
payable  (but  not more  than one (1)  month in  advance)  but only  before  the
occurrence  of an event of  default  under  this Deed of Trust and as long as no
such event of default  exists.  The  assignment  of the rents and profits of the
Mortgaged  Property  in this  Deed of  Trust is  intended  to be a  present  and
absolute assignment from Trustor to Beneficiary and not merely the creation of a
security interest.  Beneficiary's  right to collect the rents and profits is not
contingent upon Beneficiary's taking possession of the Mortgaged Property.

     2.2  Collection  Upon Default.  Upon the  occurrence of an event of default
under  this  Deed of Trust,  and as long as any such  event of  default  exists,
Trustor's  license  to  collect  the  rents and  profits  shall  terminate,  and
Beneficiary shall have the right, at any time without notice,  either in person,
by agent or by a receiver  appointed by a court, and without regard to the value
of the Mortgaged  Property or the adequacy of the security for the  indebtedness
or  obligations  secured  hereby,  to  enter  upon and  take  possession  of the
Mortgaged  Property,  or any part thereof,  in its own name sue for or otherwise
collect the rents and profits,  including  those past due and unpaid,  and apply
the same,  less  costs and  expenses  of  operation  and  collection,  including
attorneys'  fees, upon any  indebtedness  secured  hereby,  and in such order as

                                       16
<PAGE>

Beneficiary  may  determine.  The  collection  of the rents and profits,  or the
entering  upon  and  taking  possession  of  the  Mortgaged  Property,   or  the
application thereof as aforesaid,  shall not cure or waive any default or notice
of default  hereunder or invalidate  any act done in response to such default or
pursuant to such notice of default.


                                   ARTICLE 3

                               Security Agreement

     3.1 Creation of Security  Interest.  Trustor hereby grants to Beneficiary a
security interest in the Personal Property and in all amounts of money now or at
any time hereafter  deposited  with or in the possession of Beneficiary  for the
purpose of securing the  indebtedness  and  obligations  secured by this Deed of
Trust.

     3.2  Warranties, Representations and Covenants of Trustor.  Trustor
hereby warrants, represents and covenants as follows:

     (a) Except for the security interest granted hereby,  Trustor is, and as to
portions of the Personal  Property to be acquired after the date hereof will be,
the sole owner of the Personal Property,  free from any lien, security interest,
encumbrance  or adverse  claim  thereon of any kind  whatsoever.  Trustor  shall
notify  Beneficiary  of,  and shall  indemnify  and defend  Beneficiary  and the
Personal  Property  against,  all claims and  demands of all persons at any time
claiming the Personal Property or any part thereof or any interest therein.

     (b) Trustor  shall not lease,  sell,  convey or in any manner  transfer the
Personal Property without the prior consent of Beneficiary.

     (c) The  Personal  Property  is not,  and shall not be,  used or bought for
personal, family or household purposes.

     (d) The Personal  Property  shall be kept on or at the Property and Trustor
shall not remove the  Personal  Property  from the  Property  without  the prior
consent of Beneficiary,  except for such portions or items of Personal  Property
as are  consumed  or worn out in  ordinary  usage,  all of which  Trustor  shall
promptly replace with new items of equal or better quality.

     (e)  Trustor  maintains a place of business in the State of Colorado at the
address set forth in this Deed of Trust and  Trustor  shall  immediately  notify
Beneficiary in writing of any change in its place of business.

     (f) At the  request  of  Beneficiary,  Trustor  shall join  Beneficiary  in
executing one or more  financing  statements  and  continuations  and amendments
thereof pursuant to the Uniform Commercial Code of Colorado in form satisfactory
to Beneficiary,  and Trustor shall pay the cost of filing the same in all public
offices wherever filing is deemed by Beneficiary to be necessary or desirable.

                                       17
<PAGE>

     (g) All covenants and  agreements of Trustor in this Deed of Trust relating
to the  Mortgaged  Property  shall be deemed to apply to the  Personal  Property
whether or not expressly referred to herein.

     (h) This Deed of Trust  constitutes  a security  agreement  as that term is
used in the Uniform  Commercial  Code of Colorado.  This Deed of Trust is also a
financing  statement  (fixture  filing),  covers goods that are or are to become
fixtures,  and is to be  recorded  in the real  estate  records.  Trustor is the
record owner of the Property. For purposes of the fixture filing, Trustor is the
Debtor  and   Beneficiary   is  the  Secured   Party.   Trustor's   Federal  Tax
Identification Number is 84-1448147.


                                   ARTICLE 4

                             Remedies Upon Default

     4.1 Events of Default.  The occurrence of any of the following events shall
be an "Event of Default" under this Deed of Trust:

     (a)  an "Event of Default" (as defined in the Loan Agreement) occurs
under the Loan Agreement; or

     (b) Failure to perform  when due any  covenant or  agreement  of Trustor in
this Deed of Trust or any other  obligation  secured hereby,  where such failure
continues  for more than ten (10) days after  notice to Trustor of such  failure
with respect to any monetary default (other than the failure to pay principal or
interest  under the Note) or for more than thirty (30) days with  respect to any
non-monetary  default;  provided,  however,  that it  shall  not be an  Event of
Default hereunder if, with respect only to non-monetary  defaults not capable of
cure within such thirty (30) day period,  Trustor commences the cure within such
thirty (30) day period and  completes  such cure within  ninety (90) days of its
receipt of the notice of such failure; or

     (c) Any other default under or breach of any of the Loan Documents  occurs,
and such default continues (i) beyond any grace or cure period specified in such
loan document for such default, or (ii) if no grace or cure period is specified,
for more than ten (10) days after notice to Trustor with respect to any monetary
default  (other than the failure to pay principal or interest under the Note) or
for more than  thirty  (30)  days  with  respect  to any  non-monetary  default;
provided,  however,  that it shall not be an Event of Default hereunder if, with
respect  only to  non-monetary  defaults  not capable of cure within such thirty
(30) day period,  Trustor  commences the cure within such thirty (30) day period
and completes  such cure within ninety (90) days of its receipt of the notice of
such default.

     4.2 Acceleration and Certain  Remedies.  If any event of default under this
Deed  of  Trust  occurs,  and as long  as any  such  event  of  default  exists,
Beneficiary  shall have the right to declare all indebtedness  secured hereby to
be immediately due and payable, and all such indebtedness shall thereupon become
immediately due and payable, without any presentment,  demand, protest or notice

                                       18
<PAGE>

of any kind, all of which are expressly waived by Trustor, and Beneficiary shall
have the following remedies:

     (a) Beneficiary shall have the right, either in person or by agent, with or
without bringing any action or proceeding, or by a receiver appointed by a court
and  without  regard to the  adequacy  of the  security,  to enter upon and take
possession of the Mortgaged  Property,  or any part thereof, in its own name and
do any acts that Beneficiary deems necessary or desirable to preserve the value,
marketability  or rentability  of the Mortgaged  Property or increase the income
therefrom or protect the security hereof, and, with or without taking possession
of the Mortgaged Property, to sue for or otherwise collect the rents and profits
of the Mortgaged  Property,  including those past due and unpaid,  and apply the
same, less costs and expenses of operation and collection,  including attorneys'
fees, upon any indebtedness secured hereby, all in such order as Beneficiary may
determine.  The entering upon and taking  possession of the Mortgaged  Property,
the  collection  of the  rents  and  profits,  and the  application  thereof  as
aforesaid shall not cure or waive any default or notice of default  hereunder or
invalidate  any act done in response to such  default or pursuant to such notice
of default and,  notwithstanding  the continuance in possession of the Mortgaged
Property or the  collection,  receipt and  application of the rents and profits,
Trustee or  Beneficiary  shall be  entitled  to  exercise  every right or remedy
provided for in any of the Loan  Documents or by law upon the  occurrence of any
event of default  under this Deed of Trust,  including the right to exercise the
power of sale.

     (b)  Beneficiary  shall have the right to commence  an action to  foreclose
this Deed of Trust as a mortgage,  appoint a receiver,  or specifically  enforce
any of the covenants hereof.

     (c) Beneficiary  shall have the right to exercise and enforce any or all of
the  rights  and  remedies  available  to a  secured  party  under  the  Uniform
Commercial Code of Colorado, including the right to:

     (i)  Either  personally  or by means of a court  appointed  receiver,  take
     possession  of  all or  any  part  of the  Personal  Property  and  exclude
     therefrom  Trustor and all others  claiming under  Trustor,  and thereafter
     hold,  store,  use, operate,  manage,  maintain and control,  make repairs,
     replacements,  alterations, additions and improvements to, and exercise all
     rights and powers of Trustor  in respect of the  Personal  Property  or any
     part  thereof,  and  Trustor  agrees  upon  demand to turn over and deliver
     complete possession of the Personal Property to Beneficiary;

     (ii) Without  notice to or demand upon  Trustor,  make such payments and do
     such  acts as  Beneficiary  may deem  necessary  to  protect  its  security
     interest in the Personal Property, including paying, purchasing, contesting
     or compromising any  encumbrance,  charge or lien that is prior or superior
     to the security  interest  granted  hereunder,  and, in exercising any such
     powers or authority, to pay all expenses incurred in connection therewith;

     (iii)  Require  Trustor to assemble  the  Personal  Property or any portion
     thereof, at a place designated by Beneficiary and reasonably convenient to

                                       19
<PAGE>

     Trustor and Beneficiary, and Trustor shall deliver the Personal Property to
     Beneficiary,  or an agent or representative designated by Beneficiary,  and
     Beneficiary,  and its agents and  representatives,  shall have the right to
     enter  upon any or all of  Trustor's  premises  and  property  to  exercise
     Beneficiary's rights hereunder; or

     (iv) Sell, lease or otherwise dispose of the Personal Property at public or
     private sale, with or without having the Personal  Property at the place of
     sale, and upon such terms and in such manner as Beneficiary  may determine.
     Beneficiary  may be a  purchaser  at any such  sale.  Unless  the  Personal
     Property is perishable or threatens to decline speedily in value or is of a
     type  customarily  sold on a  recognized  market,  Beneficiary  shall  give
     Trustor at least ten (10) days' prior written  notice of the time and place
     of any public or private  sale of the Personal  Property or other  intended
     disposition  thereof.  Such  notice may be mailed to Trustor at the address
     set forth at the beginning of this Deed of Trust.

     (d)  Beneficiary  shall  have the  right to  deliver  to  Trustee a written
declaration of default and demand for sale pursuant to the power of sale in this
Deed of Trust.

     4.3  Foreclosure by Power of Sale. If Beneficiary  elects to foreclose this
Deed  of  Trust  by  exercise  of the  power  of sale  in  this  Deed of  Trust,
Beneficiary  shall  notify  Trustee and shall  deposit with Trustee such written
notice  of  default  and  election  to sell and such  receipts  or  evidence  of
expenditures made and secured hereby as Trustee may require.

     (a) Beneficiary  may foreclose this Deed of Trust,  insofar as it encumbers
the Property and  Improvements,  either by judicial  action or through  Trustee.
Foreclosure  through  Trustee will be initiated by  Beneficiary's  filing of its
notice of  election  and demand for sale with  Trustee.  Upon the filing of such
notice of election and demand for sale,  Trustee shall promptly  comply with all
notice and other requirements of the laws of Colorado then in force with respect
to such  sales,  and shall  give four (4) weeks'  public  notice of the time and
place  of such  sale  by  advertisement  weekly  in some  newspaper  of  general
circulation  then  published  in the  County  or City and  County  in which  the
Property is located.  Any sale  conducted  by Trustee  pursuant to this  section
shall be held at the front door of the county courthouse for such County or City
and County, or on the Property, or at such other place as similar sales are then
customarily  held in such  County or City and County,  provided  that the actual
place of sale shall be specified in the notice of sale. The proceeds of any sale
under  this  section  shall be  applied  first to the fees and  expenses  of the
officer  conducting  the sale,  and then to the  reduction  or  discharge of the
Secured  Obligations  in such  order  as  Beneficiary  may  elect;  any  surplus
remaining  shall be paid over to Trustor  or to such other  person or persons as
may be lawfully  entitled to such surplus.  At the conclusion of any foreclosure
sale, the officer conducting the sale shall execute and deliver to the purchaser
at the sale a certificate of purchase, which shall describe the property sold to
such  purchaser  and shall  state  that upon the  expiration  of the  applicable
periods for  redemption,  the holder of such  certificate  will be entitled to a
deed to the property  described in the certificate.  After the expiration of all
applicable periods of redemption,  unless the property sold has been redeemed by
Trustor,  the officer who conducted such sale shall,  upon request,  execute and
deliver an appropriate  deed to the holder of the certificate of purchase or the
last certificate of redemption,  as the case may be, and such deed shall operate

                                       20
<PAGE>

to divest Trustor and all persons claiming under Trustor of all right, title and
interest,  whether  legal or equitable,  in the property  described in the deed.
Nothing in this  section  dealing  with  foreclosure  procedures  or  specifying
particular  actions to be taken by  Beneficiary  or by  Trustee  or any  similar
officer shall be deemed to contradict or add to the  requirements and procedures
now or hereafter  specified by Colorado law, and any such inconsistency shall be
resolved in favor of Colorado law applicable at the time of foreclosure.

     (b) After  deducting  all costs,  fees and  expenses of Trustee and of this
trust, including costs of evidence of title in connection with the sale, Trustee
shall apply the  proceeds of sale to payment  of: all sums  expended  under this
Deed of  Trust,  not  then  repaid,  with  interest  thereon  from  the  date of
expenditure  until paid at the Interest  Rate or the Default Rate (as defined in
the Note), as applicable; all indebtedness and other obligations secured hereby;
and the remainder, if any, to the person or persons legally entitled thereto.

     (c)  Trustee  may  postpone  sale of all or any  portion  of the  Mortgaged
Property by public  announcement at the time and place of sale, and from time to
time  thereafter may postpone such sale by public  announcement  at the time and
place fixed by the preceding  postponement  or  subsequently  noticed sale,  and
without  further  notice  make such sale at the time and place fixed by the last
postponement, or may, in its discretion, give a new notice of sale.

     (d) The power of sale under this Deed of Trust  shall not be  exhausted  by
any one or more  sales (or  attempts  to sell) as to all or any  portion  of the
Mortgaged Property remaining unsold, but shall continue  unimpaired until all of
the  Mortgaged  Property  has been sold by exercise of the power of sale in this
Deed of Trust and all indebtedness and obligations secured by this Deed of Trust
have been paid and discharged in full.

     4.4  Appointment  of  Receiver.  If an event of default  under this Deed of
Trust occurs, and as long as any such event of default exists, Beneficiary, as a
matter of right and without notice to Trustor or anyone  claiming under Trustor,
and  without  regard to the  adequacy  of the  security or the then value of the
Mortgaged  Property or the interest of Trustor therein,  shall have the right to
have a receiver or receivers of the  Mortgaged  Property  appointed by any court
having   jurisdiction,   and  Trustor  hereby   irrevocably   consents  to  such
appointment.  It is Trustor's  express  intention and agreement  pursuant to the
provisions of Colorado  Revised  Statutes §  38-38-602(3)  that Beneficiary
shall have the right and be absolutely entitled to the appointment of a receiver
as provided  herein.  Any such  receiver or  receivers  shall have all the usual
powers and duties of  receivers  in like or similar  cases and all the powers of
Beneficiary  in case of entry as  provided  in  section  4.2  hereof  and  shall
continue as such and exercise all such powers until the date of  confirmation of
sale of the Mortgaged Property unless such receivership is sooner terminated.

     4.5 Right to Sue. With or without  accelerating the maturity of the Secured
Obligations, Beneficiary may sue from time to time for any payment due under any
of the Loan  Documents,  or for money damages  resulting from Trustor's  default
under any of the Loan Documents.

     4.6  Remedies  Not  Exclusive.  Every  right,  power and remedy  granted to
Trustee  or  Beneficiary  in this  Deed of  Trust  shall be  cumulative  and not
exclusive,  and in addition to all rights, powers and remedies granted at law or

                                       21
<PAGE>

in equity or by statute,  and each such right, power and remedy may be exercised
from time to time and as often and in such order as may be deemed  expedient  by
Trustee or  Beneficiary,  and the  exercise of any such  right,  power or remedy
shall  not be  deemed a waiver  of the  right to  exercise,  at the same time or
thereafter, any other right, power or remedy.

     4.7  Additional  Security.  If  Beneficiary  at any time  holds  additional
security for any of the indebtedness or obligations secured hereby,  Beneficiary
may enforce the sale thereof or otherwise  realize upon the same, at its option,
either before or concurrently herewith or after a sale is made hereunder.


                                   ARTICLE 5

                                 Miscellaneous

     5.1 Governing Law. This Deed of Trust shall be governed by and construed in
accordance with the laws of the State of Colorado.

     5.2 Trustor Waiver of Rights. Trustor hereby waives the right to assert any
statute of limitations  as a bar to the  enforcement of this Deed of Trust or to
any action brought to enforce the Note or any indebtedness or obligation secured
by this Deed of  Trust.  Notwithstanding  the  existence  of any other  liens or
security interests in the Mortgaged Property held by Beneficiary or by any other
party,  Beneficiary  shall have the right to determine the order in which any or
all of the  Mortgaged  Property  shall be  subjected  to the  remedies  provided
herein.  Beneficiary  shall have the right to  determine  the order in which the
indebtedness  secured  hereby is satisfied  from the proceeds  realized upon the
exercise of the remedies  provided  herein.  Trustor,  any party who consents to
this  Deed of  Trust,  and any party  who now or  hereafter  acquires  a lien or
security  interest in the Mortgaged  Property and who has actual or constructive
notice of this Deed of Trust hereby  expressly  waives and  relinquishes any and
all rights to demand or require the  marshaling  of liens or the  marshaling  of
assets by  Beneficiary  in  connection  with the exercise of any of the remedies
provided herein or permitted by applicable  law.  Trustor  expressly  waives and
relinquishes  any and all rights  and  remedies  Trustor  may have or be able to
assert by reason of laws  relating  to the rights and  remedies  of  sureties or
guarantors.

     5.3 Offset Statements,  Tenant Estoppel Certificates.  Trustor,  within ten
(10) days after notice, shall furnish to Beneficiary a written statement stating
the unpaid  principal  of and  interest  on the Note and any other  indebtedness
secured by this Deed of Trust and stating  whether any offset or defense  exists
against such principal,  interest or indebtedness.  In addition, at any time and
from time to time, Trustor shall, within fifteen (15) days after written request
by Beneficiary,  deliver to Beneficiary a certificate  executed and acknowledged
by  Tenant,  in the form  attached  to  Tenant's  Lease,  or such  other form as
reasonably may be requested,  certifying:  (i) that Tenant's Lease is unmodified
and in full  force  and  effect  (or,  if there  have been  modifications,  that
Tenant's Lease is in full force and effect as modified, and stating the date and
nature of each  modification);  (ii) the "Commencement Date" and the "Expiration
Date"  determined  in accordance  with  Tenant's  Lease and the date, if any, to
which all rent and other sums payable  thereunder have been paid;  (iii) that no

                                       22
<PAGE>

notice has been received by Tenant of any default by Tenant  thereunder that has
not been cured,  except as to defaults specified in such certificate;  (iv) that
Trustor is not in default under Tenant's Lease,  except as to defaults specified
in such certificate;  and (v) such other matters as may be reasonably  requested
by Beneficiary. Any such certificate may be relied upon by Beneficiary.

     5.4 Reconveyance by Trustee. Upon payment and performance in full of all of
the Secured  Obligations,  Beneficiary  will execute and deliver to Trustor such
documents as may be required to release this Deed of Trust of record,  including
the original Note marked "cancelled and paid in full" and a "Request for Release
of Deed of Trust."

     5.5 Notices.  All  approvals,  consents,  notices and other  communications
under this Deed of Trust  shall be  properly  given only if made in writing  and
mailed  by  certified  mail,  return  receipt  requested,  postage  prepaid,  or
delivered by hand (including  messenger or recognized  delivery,  courier or air
express  service) to the party at the address set forth in this Deed of Trust or
such other  address as such party may  designate  by notice to the other  party.
Such approvals, consents, notices and other communications shall be effective on
the date of receipt  (evidenced by the  certified  mail receipt) if mailed or on
the date of such hand delivery if hand delivered. If any such approval, consent,
notice or other  communication  is not received or cannot be delivered  due to a
change in the address of the receiving  party of which notice was not previously
given to the sending party or due to a refusal to accept by the receiving party,
such approval,  consent, notice or other communication shall be effective on the
date delivery is attempted. Any approval, consent, notice or other communication
under this Deed of Trust may be given on behalf of a party by the  attorney  for
such party.

      (a) The  address  of  Trustor  is 161  Inverness  Drive  West,  Englewood,
Colorado  80112,  attention:  Director of Real Estate,  Facilities and Corporate
Services, with a copy to Assistant General Counsel at the same address.

     (b) The address of Beneficiary is One Embarcadero  Center,  33rd Floor, San
Francisco, California 94111, attention: Capital Markets.

     5.6  Beneficiary  Statements.  Trustor agrees to pay  Beneficiary  for each
statement  of  Beneficiary  requested by or on behalf of Trustor  regarding  the
obligations  secured  hereby the  maximum  fee allowed by law or, if there is no
maximum fee,  such  reasonable  fee as is then charged by  Beneficiary  for such
statement.

     5.7 Reimbursements.  In cases where Beneficiary advances funds on behalf of
Trustor or is otherwise  entitled to  reimbursement  from  Trustor,  Beneficiary
shall promptly  notify Trustor of the amount for which  Beneficiary is demanding
reimbursement.

     5.8  Intentionally Deleted.

     5.9  Successors  and Assigns.  This Deed of Trust applies to, inures to the
benefit of and binds all parties hereto, their personal representatives,  heirs,
successors and assigns.  The term "Trustor"  includes both the original  Trustor

                                       23
<PAGE>

and any subsequent owner of the Mortgaged Property or any part thereof. The term
"Beneficiary"  shall mean the owner and holder of the Note, whether or not named
as Beneficiary herein.

     5.10  Interpretation.  The  captions or headings at the  beginning  of each
Article or section  hereof are for the  convenience of the parties and are not a
part of this Deed of Trust.  Whenever the context requires,  the singular number
includes the plural, and vice versa, and each gender includes each other gender.
The words "include,"  "includes" and "including"  shall be deemed to be followed
by the phrase "without limitation." The words "approval," "consent" and "notice"
shall be deemed to be preceded by the word "written."

     5.11 Invalidity of Certain Provisions. If the lien of this Deed of Trust is
invalid  or  unenforceable  as to any part of the  indebtedness  or  obligations
secured hereby,  or if such lien is invalid or  unenforceable  as to any part of
the  Mortgaged  Property,  the  unsecured or partially  secured  portion of such
indebtedness  and  obligations  shall be completely paid prior to the payment of
the remaining and secured or partially  secured portion,  and all payments made,
whether voluntary or under foreclosure or other enforcement action or procedure,
shall be  considered  to have been first paid on and applied to the full payment
of that portion of such  indebtedness and obligations that is not secured or not
fully secured by the lien of this Deed of Trust. The invalidity of any provision
of this Deed of Trust shall not affect the remaining  provisions of this Deed of
Trust or any part  thereof and this Deed of Trust shall be  construed as if such
invalid provision, if any, had not been inserted herein.

     5.12 Subrogation. To the extent that proceeds of the Note or advances under
this  Deed of  Trust  are  used to pay any  outstanding  lien,  charge  or prior
encumbrance against the Mortgaged Property,  such proceeds or advances have been
or will be advanced by Beneficiary at Trustor's request and Beneficiary shall be
subrogated  to any and all  rights and liens held by any owner or holder of such
outstanding liens, charges and prior encumbrances,  irrespective of whether such
liens, charges or encumbrances are released.

     5.13 Non-waiver. The acceptance by Beneficiary of any sum after the same is
due shall not constitute a waiver of the right either to require prompt payment,
when due,  of all other  sums  hereby  secured or to declare a default as herein
provided.  To the extent  permitted by law, the acceptance by Beneficiary of any
sum in an amount  less than the sum then due  shall be deemed an  acceptance  on
account  only and upon  condition  that it shall not  constitute a waiver of the
obligation of Trustor to pay the entire sum then due, and  Trustor's  failure to
pay  such  entire  sum  then  due  shall  be  and   continue  to  be  a  default
notwithstanding  such  acceptance of such amount on account,  as aforesaid,  and
Beneficiary or Trustee shall,  at all times  thereafter and until the entire sum
then due has been  paid,  and  notwithstanding  the  acceptance  by  Beneficiary
thereafter of further sums on account, or otherwise, be entitled to exercise all
rights in this Deed of Trust  conferred  upon them, or either of them,  upon the
occurrence  of a default,  and the right to proceed with a sale under any notice
of default,  and election to sell,  shall in no way be impaired,  whether any of
such  amounts  are  received  prior or  subsequent  to such  notice.  Consent or
approval by Beneficiary to any transaction or action of Trustor which is subject
to consent or approval of Beneficiary  hereunder shall not be deemed a waiver of
the  right  to  require  such  consent  or  approval  to  future  or  successive

                                       24
<PAGE>

transactions or actions. This Deed of Trust cannot be waived, amended, modified,
changed,  discharged or terminated  orally, but only by an instrument in writing
signed by Trustor and Beneficiary.

     IN WITNESS WHEREOF,  Trustor has executed this Deed of Trust as of the date
first hereinabove written.



                              ICG SERVICES, INC., a
                              Delaware corporation



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

                                       25
<PAGE>

                                   EXHIBIT A

                       DEED OF TRUST, ASSIGNMENT OF RENTS

                             AND SECURITY AGREEMENT


     All of the real  property  in the County of  Arapahoe,  State of  Colorado,
described as follows:

LOT 1, INVERNESS SUBDIVISION FILING NO. 22, COUNTY OF ARAPAHOE, STATE OF
COLORADO