EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT  AGREEMENT  ("Agreement") is made as of the 23rd day of
March,  2000  by   and  between ICG  Communications,  Inc.  ("Employer"  or  the
"Company") and W. Terrell Wingfield, Jr. ("Employee").

                                 R E C I T A L S

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

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

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

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

         2.   Duties.  During his employment,  Employee shall perform the duties
and bear the  responsibilities  commensurate  with  his position and shall serve
the Employer faithfully  and to the best of his ability.  Employee  shall devote
100% of his working time to carrying out his obligations hereunder.

         3.   Compensation and Benefits.

              3.1  The  Company  shall  pay  Employee  during  the  Term of this
Agreement an annual base salary, payable bi-weekly.  The annual base salary will
initially   be  Three   Hundred   Thirty-Five   Thousand   and  no/100   Dollars
($335,000.00).

              3.2  In addition  to the  base salary,  Employee  will be eligible
for an annual performance bonus in an exact amount to be determined by the Board
of Directors  of the Company or the  Compensation  Committee  of the Board.  The
annual bonus will be determined in accordance with the bonus plan of the Company
and will be based on objectives  and goals set for the Company and the Employee.
Employee's annual bonus is initially established at 50% of annual base salary if
all objectives and goals are met.

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

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


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<PAGE>


              3.5  The  Company  will  from time  to  time  provide to  Employee
stock options and/or awards  pursuant to and subject to the terms and conditions
of the Company's Stock Option Plans and/or stock option agreements.

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

         5.   Termination.

              5.1  If  Employee dies during  the Term  of this  Agreement,  this
Agreement will terminate.  The Company will pay the estate of Employee an amount
equal to three (3) months  salary.  In addition,  the estate of Employee will be
entitled to exercise all options  theretofore  vested under the Company's  Stock
Option Plans for a period of one (1) year after the date of death of Employee in
accordance with the plans and agreements relating to such options.

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

              5.3  For the  purposes  of  this Agreement,  a "Change in Control"
of the Company shall mean and be deemed to have occurred if (a) any "person" (as
such term is used in Sections 13(d) and 14(d) of the Securities  Exchange Act of
1934 as amended (Exchange Act)) is or becomes the "beneficial owner" (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly,  of securities of
the  Company  representing  50% or  more of the  combined  voting  power  of the
Company's  then  outstanding  securities;  (b) at any  time  a  majority  of the
directors of the Company are persons who were not  nominated for election by the
Board;  (c) the stockholders of the Company approve a merger or consolidation of
the Company  with any other  corporation,  other than a merger or  consolidation
which  would  result  in  the  voting  securities  of  the  Company  outstanding
immediately   prior  thereto   continuing  to  represent  (either  by  remaining
outstanding  or by being  converted  into  voting  securities  of the  surviving
entity) at least 50% of the combined  voting power of the voting  securities  of
the Company or such surviving entity  outstanding  immediately after such merger
or  consolidation;  (d) the Company  shall sell or otherwise  dispose of, in one
transaction or a series of related  transactions,  assets  aggregating more than
50% of the assets of the Company and its subsidiaries  consolidated;  or (e) the
stockholders  of the  Company  approve  a plan of  complete  liquidation  of the
Company or any  agreement for the sale or  disposition  by the Company of all or
substantially  all the  Company's  assets.  Upon the  occurrence  of a Change of
Control of the Company,  all options to purchase shares of the Company that have
been  granted to Employee  pursuant to the  Company's  Stock Option Plans and/or
agreements,  but not yet vested,  will  immediately  vest and Employee  shall be
entitled to exercise  such options in accordance  with the plans and  agreements
relating to such options, provided,  however, that the options granted under the
Share Price  Appreciation  Vesting  Non-Qualified  Stock Option  Agreement dated
March 23, 2000 between Employee and the Company shall not vest on an accelerated


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<PAGE>


basis  upon the  occurrence  of a Change of  Control  of the  Company  except as
expressly  set forth in that option  agreement.  At any time within one (1) year
after the  occurrence of a Change in Control of the Company,  either the Company
or Employee may terminate this Agreement upon at least thirty (30) days notice.

              5.4  Employee  may terminate  this Agreement upon  at least thirty
(30) days notice upon the  occurrence of a  constructive  dismissal of Employee.
For the purposes of this Agreement,  "constructive dismissal" includes,  without
limiting  the  generality  of  any  action  by  the  Company  which  constitutes
constructive  dismissal,  unless consented to by Employee in writing, any of the
following actions by the Company:

              (i)   any  material reduction  in Employee's   positions,  duties,
                    responsibilities,   powers  or  reporting relationships;

              (ii)  any reduction in the annual compensation of Employee;

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

              (iv)  subsequent to  the occurrence of a Change  in Control of the
                    Company,  any requirement to relocate to another city, state
                    or country; and

              (v)   any material  reduction  in the value of Employee's benefits
                    plans   and  programs,  including,   without  limiting   the
                    generality of the foregoing, bonus arrangements.

              5.5  The  Company  may  terminate this Agreement  immediately  for
gross  negligence,  intentional  misconduct or the commission of a felony by the
Employee, in which case all rights under this Agreement shall end as of the date
of such termination.

              5.6  If  this  Agreement  is  terminated  by   the  Company  under
Section 4 or Section 5.3, the Company shall pay Employee a termination fee in an
amount  equal to two (2) times the  aggregate  amount of his annual  base salary
plus his  targeted  annual  bonus  plus the  annual  value of his  benefits  and
perquisites. Such termination fee will be paid in a lump sum within fifteen (15)
days from the date of  termination.  If this Agreement is terminated by Employee
under Section 5.4, the Company will pay Employee a termination  fee equal to one
(1) times the  aggregate  amount of his annual  base  salary  plus his  targeted
annual  bonus  plus the  annual  value of his  benefits  and  perquisites.  Such
termination  fee will be paid in a lump sum  within  fifteen  (15) days from the
date of termination. In addition, if the Company terminates this Agreement under
Section 4 or Employee  terminates  this  Agreement  under Section 5.3 or Section
5.4, all options to purchase shares of the Company and/or stock awards that have
been granted to Employee,  but not yet vested, will immediately vest on the date
of termination and Employee will be entitled to exercise all options held by the
Employee  for a  period  of six (6)  months  after  the date of  termination  in
accordance  with the plans and  agreements  relating to such options,  provided,
however,  the  options  granted  under  the  Share  Price  Appreciation  Vesting
Non-Qualified  Option  Agreement  dated March 23, 2000 between  Employee and the
Company shall not vest on an accelerated  basis upon  Employee's  termination of
employment except as expressly set forth in that option agreement.  If the terms
of this Section 5.6 and the terms of the plans and  agreements  relating to such
stock options and/or awards conflict, the terms of the option plans and/or award
agreements shall control.



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<PAGE>


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

         6.   Non-Compete and Non-Interference.

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

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

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

         7.   Confidential Information.

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

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

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


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<PAGE>


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

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

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

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

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

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

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

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

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

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

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



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<PAGE>


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

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



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



                                            W. TERRELL WINGFIELD, JR.


                                            /s/ W. Terrell Wingfield, Jr.
                                            ------------------------------------




                                            ICG COMMUNICATIONS, INC.

                                            By: /s/ William S. Beans, Jr.
                                               ---------------------------------
                                            Name:  William S. Beans, Jr.
                                                 -------------------------------
                                            Title:  President and COO
                                                   -----------------------------


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