EMPLOYMENT AGREEMENT


     THIS  EMPLOYMENT  AGREEMENT  ("Agreement")  is made as of the  25th  day of
September, 2000 by and between ICG Communications, Inc., ICG Holdings, Inc., ICG
Services,  Inc.,  ICG  Equipment,  Inc.,  and ICG Telecom,  Inc.  (collectively,
"Employer" or the "Company") and Randall Curran ("Employee").

                                    RECITALS

     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 designated by the Company,  for the period and upon the terms and
conditions hereinafter set forth.

     2. Duties.  Employee shall serve as Chief Executive  Officer ("CEO") of ICG
Communications,  Inc. and shall report to the Board of Directors  (the  "Board")
and the  Special  Executive  Committee  of the Board (the  "Special  Committee")
thereof.  During his employment,  Employee shall perform the duties and bear the
responsibilities  commensurate  with his  position  and shall serve his Employer
faithfully and to the best of his ability. During the Term (as defined below) of
the Agreement,  and excluding any periods of vacation,  holiday,  personal leave
and sick leave to which Employee is entitled,  Employee shall devote  Employee's
full  business  time,  attention  and ability to the business and affairs of the
Company  and  shall  use  Employee's   best  efforts  to  carry  out  Employee's
responsibilities faithfully and efficiently in a professional manner.


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<PAGE>


     3. Compensation and Benefits.

     (a) The  Company  shall pay  Employee  during the Term of this  Agreement a
monthly base salary,  payable bi-weekly.  The monthly base salary as CEO will be
Seventy  Five  Thousand  Dollars  ($75,000),  which  shall  be  effective  as of
September 25, 2000. This salary may be increased from time to time in accordance
with normal  business  practices of the Company and, if so increased,  shall not
thereafter be reduced  unless (i) any such reduction  occurs on a  proportionate
across-the-board  basis  among all  executive  employees  of the  Company  ("Key
Employees"),  and (ii) in no event shall Employee's  salary be reduced to a rate
below his rate as in effect on the date  hereof.  Compensation  of  Employee  by
salary  payments  shall not be deemed  exclusive and shall not prevent  Employee
from  participating  in any other  compensation,  bonus or  benefit  plan of the
Company.  The salary payments hereunder shall not in any way limit or reduce any
other obligation of the Company hereunder, and no other compensation, benefit or
payment hereunder shall in any way limit or reduce the obligation of the Company
to pay Employee's salary hereunder.

     (b) In addition  to salary as provided  above,  the  Company  will  provide
Employee, during the Term of this Agreement, with the benefits of such insurance
plans,  benefit plans,  hospitalization  plans and other perquisites as shall be
generally  provided to senior  executives of the Company and for which  Employee
may be eligible under the terms and conditions thereof.

     (c) If at any  time  during  the  Term  of  employment  the  Company  seeks
protection  under  Chapter  11  of  the  United  States   Bankruptcy  Code  (the
"Bankruptcy  Code") the Company will use its  reasonable  best efforts to assume
this  Agreement.  Failure  of the  Company  to assume  this  Agreement  within a
reasonable  time  after  seeking  such  protection  shall  entitle  Employee  to
terminate  his  employment  at any time  thereafter  and receive the same twelve
month  severance  benefit  described  below as if the Company had terminated his
employment  other  than  for  cause  or  as a  result  of  Employee's  death  or
disability.

     (d)  Throughout  the Term of this  Agreement,  the  Company  will  promptly
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  including,  but not  limited to, the costs of
temporary  housing  convenient  to the Company's  headquarters  and travel costs
between  headquarters  and his home in St. Louis,  Missouri,  through June 2001,


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<PAGE>

upon presentation to the Company by Employee of a reasonably itemized accounting
of such expenses with reasonable supporting data.

     (e) Provided that Employee and the Special  Committee  mutually  agree that
Employee's  employment  hereunder  is  reasonably  expected  to  continue  for a
significant time beyond June,  2001, the Company will pay or reimburse  Employee
on a fully  tax  grossed-up  basis for the  reasonable  costs  and  expenses  of
relocating  to the  Denver  Metropolitan  area,  including  but not  limited  to
brokerage  or similar  costs  incurred  by  Employee  in  obtaining  a permanent
residence in the Denver area.

     (f) During  the term of this  Agreement,  Employee  will have full use of a
company vehicle at Company's expense.

     4. Term.  Subject to  Section  5, the Term of this  Agreement  will be from
month to month commencing on September 25, 2000.

     5. Termination.

     (a) If this  Agreement  is  terminated  by the Company for any reason other
than  Employee's  death,  disability  or for "cause"  (as  defined  below) or by
Employee for "good reason" (as defined  below) at any time after the earliest to
occur of (i)  November  24,  2000,  (ii) the date of a "change in  control"  (as
defined  below),  (iii) the date on which the Board of  Directors or the Special
Committee  resolves to file a petition for relief  pursuant to Chapter 11 of the
Bankruptcy  Code on  behalf  of the  Company  and  (iv)  the  date on  which  an
involuntary petition under Chapter 7 of the Bankruptcy Code is filed against the
Company,  the  Company  shall pay  Employee  within five days of the date of the
notice of  termination  a lump sum  termination  benefit  in an amount  equal to
twelve month's salary at the rate then in effect.

     (b) For  purposes  of this  Agreement,  termination  for  "cause"  shall be
limited to termination  based on Employee's (i) willful and continued failure to
substantially  perform his duties hereunder (other than any such failure arising
from his  disability)  provided that Employee shall first have received a notice
in writing  from the  Special  Committee  specifying  in  reasonable  detail the
alleged failures and providing  Employee a reasonable  opportunity to cure same;
or (ii) acts of intentional  dishonesty  resulting in  demonstrable  harm to the
Company.

     (c) For  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


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<PAGE>

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 fifty percent (50%) or more of the combined voting power of
the Company's then outstanding voting 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 fifty percent (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 fifty percent (50%) of the assets of the Company and its  subsidiaries
consolidated; or (e) the stockholders or creditors 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 of the Company's assets.

     (d) For purposes of this Agreement, Employee shall be entitled to terminate
this Agreement for "good reason" if (i) Employee is no longer CEO of the Company
or is  required  to  report  to  anyone  other  than the  Board  or the  Special
Committee,  (ii)  Employee is assigned  duties  inconsistent  with those  duties
customarily assigned to senior executive officers of the Company, or (iii) there
is a mutual  breach by the  Company in the  performance  of any of the terms and
conditions of this Agreement,  provided  Employee shall first have given written
notice to the Special  Committee  regarding  such breach and given the Company a
reasonable opportunity to cure such breach.

     (e) If  Employee  dies  during  the  Term  of  this  Agreement,  Employee's
obligations  under this  Agreement  will  terminate and the Company will pay the
estate of Employee an amount equal to six (6) months base salary.

     (f) If,  during the Term of this  Agreement,  Employee  is  prevented  from
performing his duties by reason of illness or incapacity for thirty (30) days in
any one  hundred  eighty  (180) day  period,  the  Company  may  terminate  this
Agreement,  upon  fourteen  (14) 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.

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<PAGE>

     (g) The Company shall be responsible for any gross-up  payment  required to
offset any excise  taxes  placed on  Employee if any  payments  made to Employee
under Section 5(a) are considered  "parachute  payments"  (within the meaning of
Section 280g of the Internal Revenue Code) or any payments or  reimbursements to
Employee for  temporary  housing or  relocation  expenses  result in net taxable
income to Employee (net of any offsetting deductions).

     6. Directors' and Officers' Insurance; Indemnification.

     (a) The Company  represents  that the Employee is covered by the Directors'
and Officers'  liability  insurance  policy  currently in effect which  provides
$60,000,000 of coverage for all directors and officers  through November 1, 2000
and for a discovery period of one year thereafter, and that the Company will use
its commercially  reasonable  efforts to obtain such a policy providing coverage
for acts by  officers  and  directors  after  such date in an  amount  which the
Special  Committee  and  Employee  in  good  faith  mutually   determine  to  be
reasonable.

     (b) In  addition  to any rights to  indemnification  to which  Employee  is
entitled under the Company's  Articles of Incorporation and Bylaws,  the Company
shall  indemnify  Employee  at all  times  during  and  after  the  Term of this
Agreement  to  the  maximum  extent   permitted  under  the  Delaware   Business
Corporation Act or any successor  provision thereof,  and any and all applicable
state law, and shall pay Employee's expenses in defending any civil action, suit
or  proceeding  in  advance of the final  disposition  of such  action,  suit or
proceeding to the maximum extent  permitted under such applicable state laws for
Employee's  action or inaction on behalf of the Company  under the terms of this
Agreement  including  but not limited to any acts or alleged acts arising out of
events prior to  Employee's  employment by the Company  which  obligation  shall
survive the termination of Employee's employment or the termination of the other
provisions of this Agreement.

     7.  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.


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<PAGE>


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

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

     10.  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.

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

     12. 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.

     13. 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 constituted one and the same instrument.

     14.  Arbitration.  Any dispute,  controversy or question arising under, out
of, or  relating  to this  Agreement  (or the breach  thereof),  or,  Employee's
employment  with the  Company or  termination  thereof,  shall be  referred  for
arbitration  in the  State of  Colorado  to a  neutral  arbitrator  selected  by
Employee  and the  Company  and this shall be the  exclusive  and sole means for
resolving such dispute.

     15. 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.


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<PAGE>

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


                                      By:  /s/ Randall Curran
                                           ------------------------------
                                            Randall Curran


                                      ICG COMMUNICATIONS, INC.

                                      By:  /s/ William J. Laggett
                                           ------------------------------
                                            Chairman of the Special
                                            Executive Committee of the
                                            Board of Directors


                                      ICG HOLDINGS, INC.

                                      By:  /s/ Bernard L. Zuroff
                                           ------------------------------
                                                General Counsel


                                      ICG SERVICES, INC.

                                      By:  /s/ Bernard L. Zuroff
                                          -------------------------------
                                                General Counsel


                                      ICG EQUIPMENT, INC.

                                      By:  /s/ Bernard L. Zuroff
                                          -------------------------------
                                                General Counsel


                                      ICG TELECOM, INC.

                                      By:  /s/ Bernard L. Zuroff
                                          -------------------------------
                                                General Counsel



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