AMENDMENT TO EMPLOYMENT AGREEMENT

     This Amendment to Employment  Agreement (the "Amendment") is made as of the
26th day of March,  1997,  by and between ICG  COMMUNICATIONS,  INC., a Delaware
corporation (the "Company"), and J. SHELBY BRYAN (the "Employee").

                              W I T N E S S E T H:

     WHEREAS,  the Company and the Employee previously entered into that certain
Employment Agreement,  dated as of May 30, 1995, as amended by an Assignment and
Amendment to Employment Agreement and Indemnification  Agreement,  dated October
23, 1996 (as amended, the "Employment Agreement"); and

     WHEREAS,  the  parties  desire to further  amend and modify  certain of the
terms and conditions of the Employment Agreement;

     NOW,  THEREFORE,  in consideration of the  representations,  warranties and
mutual covenants set forth herein, the parties agree as follows:

     1. Term. Section 2 of the Employment  Agreement is hereby amended such that
the  employment  term  thereunder  may be renewed for an additional two (2) year
term, rather than for an additional one (1) year term, at the sole option of the
Employee,  upon the  conditions  set forth  therein.  In addition,  the Employee
hereby  indicates his intention to extend the employment  term for an additional
two year term  commencing  June 1, 1997, on the same terms and conditions as set
forth in the Employment  Agreement,  as hereby  amended,  and the Company hereby
accepts such indication by the Employee in lieu of the notice
required by the Employee under Section 2 of the Employment Agreement.

     2. Duties.  The first sentence of Section 3(b) of the Employment  Agreement
is hereby deleted and amended to read in its entirety as follows:

          The  Employee  will render his  services to the Company as Chairman of
     the Board,  Chairman of the Board and Chief Executive  Officer or President
     and Chief  Executive  Officer  and shall  perform  the duties and  services
     incident,  usual and customary to such respective positions, and such other
     duties  consistent  with the duties of such offices,  as may be assigned to
     him from time to time by the Board of Directors of the Company.

     3.  Compensation;  Benefits.  Section 4(a) of the  Employment  Agreement is
hereby amended to delete the third sentence thereof in its entirety,  such that,
effective  from and  after  January  1,  1997,  in  computing  the  Salary,  the
components of Revenues increase and EBITDA increase shall not offset one another
if one  component  is a negative  amount and the other 
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component  is a positive amount.

     4.  Termination  by the  Employee  for  Good  Reason.  Section  8(c) of the
Employment  Agreement  is hereby  amended to delete  clause  (i)  thereof in its
entirety and to replace such clause with the following:

          (i) if the Employee is no longer  designated  and has the authority of
     Chief  Executive  Officer or  Chairman of the Board of the Company or there
     shall be a change in the Employee's status or  responsibilities  (including
     reporting  responsibilities)  which does not  represent a promotion  or the
     Employee shall be assigned duties which are  inconsistent  with his status,
     title,  position  or duties as Chief  Executive  Officer or Chairman of the
     Board, or....
                 
     5.  Termination  of Employment by Employee.  A new subsection (f) is hereby
added to Section 8 as follows:

          (f) Voluntary  Termination.  The Employee shall have the right, at any
     time and in his sole discretion, to terminate his employment by the Company
     and be relieved of any obligation to render or provide any further services
     hereunder  upon ninety (90) days prior written notice to the Company of the
     effective date of such termination.  In such event (unless such termination
     by the Employee is pursuant to Section 8(c) or Section 8(e)  hereunder,  in
     which  case  the  terms  of such  respective  section  shall  govern),  all
     compensation  and  benefits  under  Section 4 of this  Agreement  that have
     accrued in favor of the Employee as of the  effective  date of  termination
     and all expenses that have been incurred  under Section 5 of this Agreement
     prior  to the  effective  date of  termination,  to the  extent  unpaid  or
     undelivered,  shall be paid or  delivered  to the Employee in a lump sum on
     the effective date of termination.

     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  terms, and other defined terms,  shall
have the same  meaning as that  accorded  to 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 this Amendment shall control.

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

                                              ICG COMMUNICATIONS, INC.

<PAGE>


                                              By:_____________________
                                                 Name:
                                                 Title:

                                              /s/J. Shelby Bryan
                                              ------------------------
                                              J. SHELBY BRYAN