AMENDMENT TO EMPLOYMENT AGREEMENT

     THIS AMENDMENT TO EMPLOYMENT AGREEMENT ("Agreement") is made as of the 12th
day of July,  2000 by and between ICG  Communications,  Inc.  ("Employer" or the
"Company") and Michael D. Kallet ("Employee").

                                    RECITALS

     WHEREAS,  the Company and  Employee  previously  entered  into that certain
Employment Agreement dated as of July 1, 1999 ("Employment Agreement");

     WHEREAS, the parties desire to amend certain of the terms of the Employment
Agreement;

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

     1. Section 3.1.  Section 3.1 shall be amended to delete  Section 3.1 in its
entirety and insert the following in its place:

         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 Thousand and no/100 Dollars ($300,000.00).

     2. Section  3.2. The last  sentence of Section 3.2 shall be amended to read
as follows: "Employee's annual bonus is established at 60% of annual base salary
if all objectives and goals are met."

     3. Section 3.3. Section 3.3 shall be amended to delete the last sentence.

     4. Section 4. The first two sentences of Section 4 shall be amended to read
as  follows:  "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 her or its desire to terminate  the
Agreement  (in such  case,  the Term shall end upon the date  indicated  in such
notice)."

     5. Section 5.6.  Section 5.6 shall be amended to delete  Section 5.6 in its
entirety and insert the following in its place:

         If this  Agreement  is  terminated  by the Company  under  Section 4 or
         Section 5.3 or by Employee  under  Section 5.4,  the Company  shall pay
         Employee  a  termination  fee in an  amount  equal to two (2) times the
         aggregate  amount of his annual base salary  plus his  targeted  annual
         bonus plus the  annual  value of his  benefits  and  perquisites.  Such
         termination  fee will be paid in a lump sum  within  fifteen  (15) days


                                       1
<PAGE>

         from the date of termination.  In addition,  if the Company  terminates
         this  Agreement  under Section 4 or Section 5.3 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 twelve (12) months after
         the date of  termination  in accordance  with the plans and  agreements
         relating to such options.

     6.  Other  Terms and  Conditions.  All other  terms and  conditions  of the
Employment  Agreement shall remain in full force and effect,  as if fully stated
herein.

     7.  Capitalized  Terms.  Capitalized  and defined terms shall have the same
meaning as that accorded them in the  Employment  Agreement,  unless the context
requires otherwise.

     8. Conflict.  If there are any conflicting terms or conditions  between the
terms and  conditions  of this  Amendment  and the terms and  conditions  of the
Employment Agreement, the terms and conditions of the Amendment shall control.


     IN WITNESS  WHEREOF,  each of the  parties  hereto has duly  executed  this
Amendment as of the date first written above.

                                                     ICG COMMUNICATIONS, INC.


                                                        /s/ Bill Beans
                                                     --------------------------
                                                     Name: William S. Beans, Jr.
                                                          ----------------------
                                                     Title: President & COO
                                                           ---------------------



                                                     /s/ Michael D. Kallet
                                                     ---------------------------
                                                     Michael D. Kallet

                                       2