PURCHASE AGREEMENT

                                    between

                  TRINET ESSENTIAL FACILITIES X, INC., Seller

                                      and

                           ICG SERVICES, INC., Buyer

                              As of January 1, 1999

                           ICG Holdings Headquarters
                                 Englewood, CO



<PAGE>

                               TABLE OF CONTENTS


                                                                            Page

     ARTICLE 1   Purchase and Sale.............................................1
          1.1    The Property..................................................1
          1.2    Condition of the Property.....................................2
          1.3    Title.........................................................2

     ARTICLE 2   Purchase Price................................................2
          2.1    Amount and Payment............................................2

     ARTICLE 3   Completion of Sale............................................2
          3.1    Place and Date................................................2

     ARTICLE 4   Title and Condition...........................................3
          4.1    Title to the Property.........................................3

     ARTICLE 5   Representations and Warranties................................3
          5.1    Seller........................................................3
          5.2    Buyer.........................................................4

     ARTICLE 6   Covenants.....................................................5
          6.1    Seller........................................................5
          6.2    Buyer.........................................................5

     ARTICLE 7   Conditions Precedent..........................................6
          7.1    Seller........................................................6
          7.2    Buyer.........................................................7

     ARTICLE 8   Closing.......................................................8
          8.1    Procedure.....................................................8
          8.2    Possession....................................................8
          8.3    Closing Costs.................................................9
          8.4    Prorations....................................................9

     ARTICLE 9   General.......................................................9
          9.1    Notices.......................................................9
          9.2    Attorneys' Fees..............................................10
          9.3    Governing Law................................................10
          9.4    Construction.................................................10
          9.5    Terms Generally..............................................11
          9.6    Further Assurances...........................................11
          9.7    Partial Invalidity...........................................11

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          9.8    Waivers......................................................11
          9.9    Miscellaneous................................................11








          Exhibit A  Title Commitment
          Exhibit B  Personal Property
          Exhibit C  Contracts
          Exhibit D  Permits
          Exhibit E  Promissory Note
          Exhibit F  Special Warranty Deed
          Exhibit G  Assignment of Leases
          Exhibit H  Bill of Sale
          Exhibit I  Assignment of Contracts
          Exhibit J  Assignment of Permits
          Exhibit K  Seller's Closing Certificate
          Exhibit L  Buyer's Closing Certificate
          Exhibit M  Lease Amendment
          Exhibit N  Property Management Agreement
          Exhibit O  Right of First Refusal Agreement
          Exhibit P  Certificate of Nonforeign Status




                                       ii

<PAGE>

                               PURCHASE AGREEMENT


     THIS AGREEMENT,  made as of January 1, 1999 (the "Effective  Date"), by and
between TRINET ESSENTIAL FACILITIES X, INC., a Maryland corporation  ("Seller"),
and ICG SERVICES, INC., a Delaware corporation ("Buyer"),

                              W I T N E S S E T H:

     In consideration of the covenants in this Agreement, Seller and Buyer agree
as follows:


                                   ARTICLE 1

                               Purchase and Sale

     1.1 The  Property.  Seller  agrees  to sell to Buyer,  and Buyer  agrees to
purchase from Seller,  in accordance with this  Agreement,  all of the following
property (collectively, the "Property") effective as of the Effective Date:

     (a) The real property in the City of Englewood,  County of Arapahoe,  State
of Colorado, commonly known as 161 Inverness Drive West, Englewood, Colorado, as
described in Title  Commitment No. ABB675698 dated as of May 4, 1999 (the "Title
Commitment"),  prepared by Land Title Guarantee  Company (the "Title  Company"),
attached  hereto as Exhibit  A,  together  with all  buildings,  structures  and
improvements  now or hereafter  located on such real property,  and all Seller's
right,  title and  interest  in and to all  machinery,  fixtures  and  equipment
affixed  or  attached  to such  real  property  and  all  easements  and  rights
appurtenant  to such  real  property  (all such real  property,  buildings,  str
uctures, improvements,  machinery, fixtures, equipment, easements and rights are
collectively the "Real Property");

     (b) All Seller's  interest in that certain  Lease,  dated as of January 15,
1998, between ICG Holdings, Inc., a Colorado corporation ("Tenant"),  as tenant,
and Seller, as landlord, together with all amendments,  guarantees and ancillary
agreements thereto (the "Lease");

     (c) All  Seller's  right,  title and  interest in and to all  tangible  and
intangible  personal property (the "Personal  Property")  described in Exhibit B
attached hereto;

     (d)  Seller's  interest  in  all  contracts,  agreements,   warranties  and
guaranties (the "Contracts") described in Exhibit C attached hereto; and

     (e) Seller's interest in all building  permits,  certificates of occupancy,
and other certificates, permits, licenses and approvals relating to the Property
(the "Permits"), including those described in Exhibit D attached hereto.

                                       1
<PAGE>

     1.2 Condition of the Property.  Except for the express  representations and
warranties  of Seller set forth in section 5.1 hereof,  Buyer is  acquiring  the
Property "as is," without any covenant,  representation  or warranty of any kind
or nature whatsoever, express or implied, and Buyer is relying solely on Buyer's
own investigation of the Property.

     1.3 Title.  Buyer shall  accept title to the Real  Property  subject to the
following (collectively,  the "Permitted  Exceptions"):  (a) the items listed as
Exception  Nos.  4  (modified  as noted in  Schedule  B-Section  1 of the  Title
Commitment),  6  (modified  as  noted  in  Schedule  B-Section  1 of  the  Title
Commitment)  and 10 through  30 in the Title  Commitment,  (b) any matter  which
would be disclosed by a current ALTA/ACSM survey or a physical inspection of the
Property  and (c) any other  matters  created,  permitted or approved (or deemed
approved) by Buyer,  including  the Loan  Documents  (as defined in that certain
Deed of Trust, Assignment of Rents and Security Agreement, made as of January 1,
1999,  granted by Buyer, as trustor,  to the Public Trustee of Arapahoe  County,
Colorado, as trustee, for the benefit of TriNet Realty Capital, Inc., a Maryland
corporation, as beneficiary).


                                   ARTICLE 2

                                 Purchase Price

     2.1 Amount and Payment.  The total purchase price for the Property shall be
forty-three  million,  six  hundred   seventy-seven   thousand,   seven  hundred
sixty-four dollars ($43,677,764). At the Closing (as hereinafter defined) on the
Closing Date (as hereinafter defined),  Buyer shall pay the total purchase price
for the Property to Seller as follows:

     (a)  ten million six hundred one thousand ten dollars ($10,601,010) in 
cash in immediately available funds; and

     (b)  thirty-three  million  seventy-six  thousand seven hundred  fifty-four
dollars  ($33,076,754)  by delivery of the Promissory Note of Buyer to the order
of TriNet Realty Capital,  Inc., a Maryland  corporation  ("Lender") in the form
attached hereto as Exhibit E (the "Note").


                                   ARTICLE 3

                               Completion of Sale

     3.1  Place  and  Date.  The  purchase  and  sale of the  Property  shall be
completed in accordance with Article 8 hereof (the "Closing"). The Closing shall
occur  through  escrow No.  AC18929A  with the Title Company at 3033 E. 1st Ave.
#600,  Denver,  Colorado 80206 on May __, 1999 (the "Closing Date"),  or at such
other place or on such other date as Seller and Buyer agree in writing. Prior to
the Closing Date,  Seller and Buyer each shall give  appropriate  written escrow
instructions,  consistent  with this  Agreement,  to the Title  Company  for the
Closing in accordance with this Agreement.

                                       2
<PAGE>

                                   ARTICLE 4

                              Title and Condition

     4.1 Title to the Property.

     (a) Real  Property.  Seller  shall  convey  to Buyer  fee title to the Real
Property,  by a duly  executed  and  acknowledged  Special  Warranty  Deed  (the
"Special  Warranty Deed") in the form of Exhibit F attached  hereto,  subject to
the Permitted Exceptions.

     (b) Lease.  Seller  shall  assign all of Seller's  interest in the Lease to
Buyer, by a duly executed  Assignment of Leases (the  "Assignment of Leases") in
the form of Exhibit G attached hereto.

     (c) Personal  Property.  Seller shall  transfer  good title to the Personal
Property to Buyer,  by a duly  executed Bill of Sale (the "Bill of Sale") in the
form of Exhibit H attached hereto.

     (d) Contracts.  Seller shall assign good title to Seller's  interest in all
of the  Contracts to Buyer,  by a duly  executed  Assignment  of Contracts  (the
"Assignment of Contracts") in the form of Exhibit I attached hereto.

     (e) Permits.  Seller shall assign all of Seller's right, title and interest
in, to and under the Permits to Buyer, by a duly executed  Assignment of Permits
(the "Assignment of Permits") in the form of Exhibit J attached hereto.


                                   ARTICLE 5

                         Representations and Warranties

     5.1 Seller.  The  representations  and warranties of Seller in this section
5.1 and in Seller's Closing Certificate (as hereinafter  defined) are a material
inducement for Buyer to enter into this Agreement.  Buyer would not purchase the
Property from Seller without such representations and warranties of Seller. Such
representations  and  warranties  shall survive the Closing for only one hundred
eighty (180) days after the Closing Date, at which time such representations and
warranties  shall terminate.  Seller  represents and warrants to Buyer as of the
date of this Agreement as follows:

     (a) Seller is a  corporation  duly  incorporated  and organized and validly
existing and in good standing under the laws of the State of Maryland. Seller is
duly  qualified to do business and is in good standing in the State of Colorado.
Seller has full  corporate  power and authority to enter into this Agreement and
to perform this  Agreement.  The  execution,  delivery and  performance  of this
Agreement  by Seller  have been duly and  validly  authorized  by all  necessary
action on the part of Seller and all required  consents or  approvals  have been
duly  obtained.  This  Agreement  is a legal,  valid and binding  obligation  of
Seller,  enforceable against Seller in accordance with its terms, subject to the
effect  of  applicable  bankruptcy,  insolvency,  reorganization,   arrangement,
moratorium or other similar laws affecting the rights of creditors generally.

                                       3
<PAGE>

     (b) The copy of the Lease  delivered  by Seller to Buyer is a complete  and
accurate  copy,  and there are no amendments  thereto  other than  amendments of
which Seller has provided  Buyer with a complete  and accurate  copy.  Except as
disclosed  to Seller in writing,  to the  current  actual  knowledge  of Seller,
Seller is not materially in default in the performance of any material  covenant
to be performed  by the landlord  under the Lease and the Tenant under the Lease
has no material claims or offsets against Seller pursuant to the Lease.

     (c)  Seller is not a "foreign  person"  as  defined in section  1445 of the
Internal  Revenue  Code of 1986,  as  amended,  and the Income  Tax  Regulations
thereunder.

     (d)  Seller  has not  dealt  with any  real  estate  broker  or  finder  in
connection with the sale of the Property to Buyer or this Agreement.

     5.2 Buyer. The  representations and warranties of Buyer in this section 5.2
and in Buyer's  Closing  Certificate  (as  hereinafter  defined)  are a material
inducement  for Seller to enter into this  Agreement.  Seller would not sell the
Property to Buyer without such  representations  and  warranties of Buyer.  Such
representations  and  warranties  shall survive the Closing for only one hundred
eighty (180) days after the Closing Date, at which time such representations and
warranties  shall  terminate.  Buyer represents and warrants to Seller as of the
date of this Agreement as follows:

     (a) Buyer is a corporation  duly organized and validly existing and in good
standing under the laws of the State of Delaware.  Buyer is duly qualified to do
business and is in good standing in the State of Colorado.  Buyer has full power
and authority to enter into this  Agreement and to perform this  Agreement.  The
execution,  delivery and  performance  of this Agreement by Buyer have been duly
and  validly  authorized  by all  necessary  action on the part of Buyer and all
required  consents or approvals  have been duly  obtained.  This  Agreement is a
legal,  valid and binding  obligation  of Buyer,  enforceable  against  Buyer in
accordance  with its  terms,  subject to the  effect of  applicable  bankruptcy,
insolvency,  reorganization,  arrangement,  moratorium  or  other  similar  laws
affecting the rights of creditors generally.

     (b) Buyer has not dealt with any real estate broker or finder in connection
with the purchase of the Property from Seller or this Agreement.


                                   ARTICLE 6

                                   Covenants

     6.1 Seller. Seller covenants and agrees with Buyer as follows:

     (a) Seller shall use reasonable  efforts, in good faith and with diligence,
to cause all of the representations and warranties made by Seller in section 5.1
hereof to be true and correct on and as of the Closing  Date.  At the Closing on
the Closing Date,  Seller shall execute and deliver to Buyer a Seller's  Closing
Certificate  ("Seller's Closing  Certificate") in the form of Exhibit K attached
hereto,  certifying to Buyer that all such  representations  and  warranties are

                                       4
<PAGE>

true and  correct  on and as of the  Closing  Date,  with only  such  exceptions
therein as are necessary to reflect facts or  circumstances  arising between the
date of  this  Agreement  and  the  Closing  Date  which  would  make  any  such
representation or warranty untrue or incorrect on and as of the Closing Date.

     (b) Seller shall indemnify and defend Buyer against and hold Buyer harmless
from all claims,  demands,  liabilities,  losses,  damages,  costs and expenses,
including reasonable attorneys' fees and disbursements,  that may be suffered or
incurred by Buyer if any  representation  or warranty  made by Seller in section
5.1 hereof or in Seller's  Closing  Certificate  was untrue or  incorrect in any
respect  when  made or that may be  caused  by any  breach by Seller of any such
representation or warranty.

     6.2 Buyer. Buyer covenants and agrees with Seller as follows:

     (a) Buyer shall use reasonable  efforts,  in good faith and with diligence,
to cause all of the  representations and warranties made by Buyer in section 5.2
hereof to be true and correct on and as of the Closing  Date.  At the Closing on
the Closing Date,  Buyer shall  execute and deliver to Seller a Buyer's  Closing
Certificate  ("Buyer's  Closing  Certificate") in the form of Exhibit L attached
hereto,  certifying to Seller that all such  representations  and warranties are
true and  correct  on and as of the  Closing  Date,  with only  such  exceptions
therein as are necessary to reflect facts or  circumstances  arising between the
date of  this  Agreement  and  the  Closing  Date  which  would  make  any  such
representation or warranty untrue or incorrect on and as of the Closing Date.

     (b) Buyer  shall  indemnify  and  defend  Seller  against  and hold  Seller
harmless  from all claims,  demands,  liabilities,  losses,  damages,  costs and
expenses,  including reasonable  attorneys' fees and disbursements,  that may be
suffered or incurred by Seller if any  representation  or warranty made by Buyer
in section 5.2 hereof or in Buyer's Closing  Certificate was untrue or incorrect
in any  respect  when made or that may be  caused by any  breach by Buyer of any
such representation or warranty.


                                   ARTICLE 7

                              Conditions Precedent

     7.1 Seller.  The  obligations of Seller under this Agreement are subject to
satisfaction  of all of the conditions set forth in this section 7.1. Seller may
waive  any or all of such  conditions  in whole  or in part but any such  waiver
shall  be  effective  only if made in  writing.  After  the  Closing,  any  such
condition that has not been satisfied  shall be treated as having been waived in
writing. No such waiver shall constitute a waiver by Seller of any of its rights
or remedies if Buyer defaults in the performance of any covenant or agreement to
be  performed  by  Buyer  under  this   Agreement  or  if  Buyer   breaches  any
representation  or  warranty  made by Buyer in section  5.2 hereof or in Buyer's
Closing Certificate. If any condition set forth in this section 7.1 is not fully
satisfied or waived in writing by Seller,  this Agreement shall  terminate,  but
without  releasing  Buyer from liability if Buyer defaults in the performance of
any such covenant or agreement to be performed by Buyer or if Buyer breaches any
such representation or warranty made by Buyer before such termination.

                                       5
<PAGE>

     (a) On the Closing  Date,  Buyer shall not be  materially in default in the
performance  of any  material  covenant  to be  performed  by Buyer  under  this
Agreement.

     (b) On the Closing Date, all  representations  and warranties made by Buyer
in section 5.2 hereof shall be true and correct in all  material  respects as if
made on and as of the  Closing  Date and  Seller  shall  have  received  Buyer's
Closing Certificate,  executed by Buyer, in which Buyer certifies to Seller that
all  representations and warranties made by Buyer in section 5.2 hereof are true
and correct on and as of the Closing Date, without material adverse exceptions.

     (c) On or before the Closing  Date,  all of the  conditions  precedent  set
forth in Section 6 of the Loan Agreement  dated as of January 1, 1999 (the "Loan
Agreement")  between  Lender and Buyer,  described in the Note,  shall have been
satisfied.

     (d) On the Closing Date, Tenant shall have executed and delivered to Seller
the First Amendment to Lease dated as of January 1, 1999 (the "Lease Amendment")
in the form attached hereto as Exhibit M.

     (e) On the Closing  Date,  Buyer and TriNet  Property  Management,  Inc., a
Maryland  corporation  ("Manager"),  shall have  executed and  delivered to each
other  the  Property  Management  Agreement  dated as of  January  1,  1999 (the
"Property Management Agreement") in the form attached hereto as Exhibit N.

     (f) On the Closing Date,  Buyer shall have executed and delivered to Seller
the Right of First Refusal  Agreement dated as of January 1, 1999 (the "Right of
First Refusal Agreement") in the form attached hereto as Exhibit O.

     7.2 Buyer.  The  obligations  of Buyer under this  Agreement are subject to
satisfaction  of all of the  conditions set forth in this section 7.2. Buyer may
waive  any or all of such  conditions  in whole  or in part but any such  waiver
shall  be  effective  only if made in  writing.  After  the  Closing,  any  such
condition that has not been satisfied  shall be treated as having been waived in
writing.  No such waiver shall constitute a waiver by Buyer of any of its rights
or remedies if Seller  defaults in the  performance of any covenant or agreement
to be  performed  by Seller  under  this  Agreement  or if Seller  breaches  any
representation  or warranty  made by Seller in section 5.1 hereof or in Seller's
Closing Certificate. If any condition set forth in this section 7.2 is not fully
satisfied or waived in writing by Buyer,  this Agreement  shall  terminate,  but
without releasing Seller from liability if Seller defaults in the performance of
any such  covenant or agreement to be performed by Seller or if Seller  breaches
any such representation or warranty made by Seller before such termination.

     (a) On the Closing  Date,  Seller shall not be materially in default in the
performance  of any  material  covenant  to be  performed  by Seller  under this
Agreement.

     (b) On the Closing Date, all  representations and warranties made by Seller
in section 5.1 hereof shall be true and correct in all  material  respects as if
made on and as of the  Closing  Date and  Buyer  shall  have  received  Seller's
Closing Certificate, executed by Seller, in which Seller certifies to Buyer that

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<PAGE>

all representations and warranties made by Seller in section 5.1 hereof are true
and correct on and as of the Closing Date, without material adverse exceptions.

     (c) On the Closing  Date,  the Title  Company shall be prepared to issue to
Buyer or its  designee  an American  Land Title  Association  Standard  Coverage
Policy of title insurance,  with liability equal to the total purchase price for
the  Property,  insuring  Buyer that fee title to the Real Property is vested in
Buyer subject only to the Permitted Exceptions.

     (d) On the Closing Date, Seller shall have executed and delivered to Tenant
the Lease Amendment.

     (e) On the  Closing  Date,  Buyer  and  Manager  shall  have  executed  and
delivered to each other the Property Management Agreement.


                                   ARTICLE 8

                                    Closing

     8.1  Procedure.  Seller and Buyer shall cause the following to occur at the
Closing on the Closing Date:

     (a) Title Company shall be unconditionally  obligated to record the Special
Warranty Deed for the Real Property,  duly executed and  acknowledged  by Seller
and dated as of January 1, 1999, in the Official  Records of the county in which
the Real Property is located.

     (b) Seller  shall date as of January 1, 1999,  execute and deliver to Buyer
(i) Seller's Closing Certificate,  (ii) the Assignment of Leases, (iii) the Bill
of Sale, (iv) the Assignment of Contracts, (v) the Assignment of Permits, (vi) a
Certificate  of Nonforeign  Status in the form of Exhibit P attached  hereto and
(vii) Colorado Form DR1083.

     (c) Buyer  shall date as of January 1, 1999,  execute and deliver to Seller
(i) Buyer's  Closing  Certificate,  (ii) the  Assignment of Leases and (iii) the
Assignment of Contracts.

     (d) Buyer shall pay to Seller the total  purchase price for the Property in
accordance with section 2.1 hereof.

     (e) The  Title  Company  shall  issue to Buyer or its  designee  the  title
insurance policy described in section 7.2(c) hereof.

     8.2 Possession.  Subject to the Lease,  Seller shall transfer possession of
the Property to Buyer on the Closing Date.  Seller  shall,  on the Closing Date,
deliver  to  Buyer  the  Lease  and  any  plans  and  specifications,   permits,
certificates,  licenses and approvals relating to the Property in the possession
of Seller, which shall become the property of Buyer on the Closing Date.

                                       7
<PAGE>

     8.3 Closing Costs. Buyer shall pay all reasonable  out-of-pocket  costs and
expenses   incurred  by  either  party  in  connection   with  the   transaction
contemplated  by  this  Agreement,   including,  without  limitation,   Seller's
reasonable attorneys' fees up to a maximum of one hundred fifty thousand dollars
($150,000),  all title  insurance  costs and other  closing costs such as escrow
fees, recording fees and transfer taxes.

     8.4 Prorations.  At the Closing on the Closing Date, the current rent under
the Lease, the current installment of real property taxes and assessments levied
against  the  Property,  current  utilities,  and other  current  operating  and
maintenance  expenses of the Property  (net of any  payments  paid or payable by
Tenant for taxes, assessments, utilities and expenses) shall be prorated between
Seller and Buyer as of the Effective Date on the basis of a thirty-day month. On
or before the Closing Date, the security  deposit,  in the amount of ten million
dollars ($10,000,000),  held by Seller under section 24.2 of the Lease, shall be
credited to Buyer and, in turn, paid to Seller for application toward payment of
the total purchase price for the Property in accordance with section 2.1 hereof.


                                   ARTICLE 9

                                    General

     9.1  Notices.  All notices and other  communications  under this  Agreement
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 section 9.1 or such other address as such party
may   designate  by  notice  to  the  other   party.   Such  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 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  notice or other  communication  shall be
effective on the date delivery is attempted.  Any notice or other  communication
under this  Agreement may be given on behalf of a party by the attorney for such
party.

     (a)     The address of Seller is:  

          TriNet Essential Facilities X, Inc.
          One Embarcadero Center, Suite 3300
          San Francisco, CA 94111
          Attention:  Mr. Kevin Deeble

                                       8
<PAGE>

          with a copy to:

          TriNet Corporate Realty Trust, Inc.
          One Embarcadero Center, Suite 3300
          San Francisco, CA 94111
          Attention:  Geoffrey M. Dugan, Esq.

          and with a further copy to:

          Pillsbury Madison & Sutro LLP
          235 Montgomery Street, 14th Floor
          San Francisco, CA 94104
          Attention:  Glenn Q. Snyder, Esq.

     (b)  The address of Buyer is:

          ICG Services, Inc.
          161 Inverness Drive West
          Englewood, CO 80112
          Attention:  Director of Real Estate,
                      Facilities and Corporate
                      Services

          with a copy to:

          Assistant General Counsel
          161 Inverness Drive West
          Englewood, CO 80112

     9.2  Attorneys'  Fees. If there is any legal action or  proceeding  between
Seller and Buyer arising from or based on this Agreement, the unsuccessful party
to such action or  proceeding  shall pay to the  prevailing  party all costs and
expenses,  including  reasonable  attorneys'  fees,  incurred by such prevailing
party in such action or proceeding and in any appeal in connection therewith. If
such  prevailing  party  recovers a judgment in any such action,  proceeding  or
appeal,  such costs,  expenses and attorneys' fees shall be included in and as a
part of such judgment.

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

     9.4  Construction.  Seller  and Buyer  acknowledge  that each party and its
counsel  have  reviewed  and  revised  this  Agreement  and  that  the  rule  of
construction  to the effect  that  ambiguities  are to be  resolved  against the
drafting party shall not be employed in the  interpretation of this Agreement or
any document  executed and  delivered  by either  party in  connection  with the
transactions  contemplated by this Agreement. The captions in this Agreement are
for  convenience  of  reference  only and  shall not be used to  interpret  this
Agreement.

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<PAGE>

     9.5 Terms  Generally.  The  defined  terms in this  Agreement  shall  apply
equally to both the singular and the plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding  masculine,
feminine and neuter forms. The term "person" includes individuals, corporations,
partnerships,  trusts, other legal entities, organizations and associations, and
any  government  or  governmental  agency or  authority.  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."

     9.6 Further Assurances.  From and after the date of this Agreement,  Seller
and Buyer  agree to do such  things,  perform  such  acts,  and  make,  execute,
acknowledge and deliver such documents as may be reasonably  necessary or proper
and usual to complete the  transactions  contemplated  by this  Agreement and to
carry out the purpose of this Agreement in accordance with this Agreement.

     9.7 Partial Invalidity. If any provision of this Agreement is determined by
a  proper  court to be  invalid,  illegal  or  unenforceable,  such  invalidity,
illegality  or  unenforceability  shall not affect the other  provisions of this
Agreement and this Agreement  shall remain in full force and effect without such
invalid, illegal or unenforceable provision.

     9.8 Waivers.  No waiver of any provision of this Agreement or any breach of
this Agreement shall be effective unless such waiver is in writing and signed by
the waiving  party and any such waiver shall not be deemed a waiver of any other
provision of this Agreement or any other or subsequent breach of this Agreement.

     9.9 Miscellaneous.  The Exhibits attached to this Agreement are made a part
of this Agreement.  Neither Seller nor Buyer shall make any public  announcement
of this Agreement or the  transactions  contemplated  by this Agreement prior to
closing without the prior consent of the other,  unless any such announcement is
reasonably  necessary to comply with  applicable  law. Buyer shall not assign or
transfer this Agreement,  or any interest in or part of this Agreement,  without
the prior consent of Seller.  No such assignment or transfer shall release Buyer
from any obligation or liability under this Agreement. Subject to the foregoing,
this  Agreement  shall  benefit and bind  Seller and Buyer and their  respective
personal representatives,  heirs, successors and assigns. Time is of the essence
of this Agreement. This Agreement may be executed in counterparts, each of which
shall  be an  original,  but all of  which  shall  constitute  one and the  same
Agreement.  This  Agreement  may not be amended or modified  except by a written
agreement signed by Seller and Buyer. This Agreement  constitutes the entire and
integrated  agreement between Seller and Buyer relating to the purchase and sale
of the Property and supersedes all prior agreements,  understandings, offers and
negotiations, oral or written, with respect to the sale of the Property.

                                       10
<PAGE>

     IN WITNESS WHEREOF, Seller and Buyer have executed this Agreement as of the
date first hereinabove written.


SELLER:                    TRINET ESSENTIAL FACILITIES X, INC., a Maryland 
                           corporation


                              By  /s/ Kevin Deeble
                                  ---------------------------------
  
                              Its Vice President of Capital Markets
                                  ---------------------------------


BUYER:                    ICG SERVICES, INC., a Delaware corporation


                              By  /s/ H. Don Teague
                                  ------------------------

                              Its Executive Vice President
                                  ------------------------

                                       11
<PAGE>


                                TITLE COMMITMENT



                                   Exhibit A

<PAGE>

                               PERSONAL PROPERTY

     All tangible and intangible personal property located on or within the Real
Property or used exclusively in the operation, management, repair or maintenance
of the Real Property  (excluding  items  relating  primarily to the operation of
Tenant's business as opposed to the operation of the Real Property),  including,
without limitation, the following:

     1.  all plans, specifications, drawings, surveys, studies and reports 
respecting the Real Property;

     2. any and all draperies,  curtains, and other window coverings;  all storm
windows and storm doors; all building system  components and replacement  parts;
and all  machinery,  equipment,  tools,  supplies  and other  items of  personal
property used or useful in the operation,  management, repair and maintenance of
the Real Property.

                                   EXHIBIT B
<PAGE>

                                   CONTRACTS

1.   Construction  Contract dated September 20, 1996 between ICG Communications,
     Inc. and Weitz-Cohen Construction Co. and change orders 1, 2, 3, 4, 5, 6, 7
     and 8.

2.   Architects Contract dated January 4, 1996 between ICG Communications,  Inc.
     and C.W. Fentress J.H. Bradburn and Associates,  and a sheet summarizing 37
     additional services documents.

3.   One(1) Year  Warranty  for Trees,  Plans and Ground Cover from Valley Crest
     Landscaping, date to be determined when work is completed;

4.   One (1) Year  Warranty for  Landscaping  and  Irrigation  Maintenance  from
     Valley Crest Landscaping, date to be determined when work is completed;

5.   Extended Ten (10) Year Warranty for Sheet Membrane  Waterproofing  from AAA
     Waterproofing, date to be determined;

6.   Two (2) Year  Contractor's  Warranty for Single Ply  Membrane  Roofing from
     Bauen Corporation, dated December 31, 1997;

7.   Ten (10) Year  Manufacturer's Full System Warranty for Single Play Membrane
     Roofing from Bauen Corporation, dated December 31, 1997;

8.   Five  (5)  Year   Warranty  for   Pedestrian   Traffic   Coating  from  AAA
     Waterproofing, date to be determined when work is completed;

9.   Three (3) Year  Warranty  for Sheet  Metal  Flashings  and Trim from  Bauen
     Corporation, dated December 31, 1997;

10.  Two (2) year  Contractor's  Warranty for Joint Sealers from CSW, Inc., date
     to be determined when work is completed;

11.  Lifetime  Solid Core  Warranty  for Wood Doors from  Golesh  Door and Trim,
     Inc., dated December 11, 1997;

12.  Lifetime  Fire Rated  Warranty  for Wood Doors from  Golesh  Door and Trim,
     Inc., dated December 11, 1997;

13.  Ten (10) Year  Warranty  for  Mirrored  Glass from Ken Caryl  Glass,  dated
     December 11, 1997;

14.  Five (5) Year Warranty for Curtain  Walls,  Stonework  and  Entrances  from
     Elward Construction, dated December 11, 1997;

                                   EXHIBIT C
<PAGE>

15.  Fifteen (15) Year Warranty for Carpet from  Interface,  covering  excessive
     surface wear, edge ravel,  backing separations,  shrinking,  stretching and
     static electricity, dated from date of original invoice.

16.  Ten (10) Year  Warranty for Carpet from Evans & Co.,  covering  edge ravel,
     delamination of secondary backing, wear, buckling, shifting, cupping, color
     fastness, etc., dated December 11, 1997;

17.  Two (2) Year  Installation  Warranty  for Carpet  from  Evans & Co.,  dated
     December 11, 1997;

18.  Ten (10) Year  Warranty  for  Carpet  Tile from Evans & Co.  covering  edge
     ravel,  delamination  of  secondary  backing,  wear,  buckling,   shifting,
     cupping, color fastness, etc., dated December 11, 1997;

19.  Two (2) Year Installation Warranty for Carpet Title from Evans & Co., dated
     December 11, 1997;

20.  Three (3) Year Warranty  against  mildew and fungus for Wall Coverings from
     Lundquist Associates, date to be determined;

21.  One (1) Year  Warranty for  Residential  Appliances  from General  Electric
     dated December 1997;

22.  One (1) Year  Operation  and  Maintenance  Warranty for  Electric  Traction
     Passenger Elevators from Montgomery, dated December 11, 1997; and

23.  Two (2) Year Warranty for HUFCOR Operable  Partitions from ISEC, Inc. dated
     June 12, 1997.

                                   EXHIBIT C
<PAGE>
                                    PERMITS

1.   Arapahoe County Department of  Highways/Engineering  Case No. P96-023 dated
     May 8, 1996 -- Application for Overlot Grading Permit.

2.   Application  for Water and Sewer Tap Permit No.  96-161 dated  December 13,
     1996 from Inverness Water and Sanitation District.

3.   Arapahoe County Building  Department  Permit No. 96-86988 dated October 17,
     1996 -- Foundation and Core.

4.   Arapahoe County Building  Department  Permit No. 97-88504 dated January 24,
     1997 Six Story Steel and Concrete Office Building.

5.   Arapahoe  County  Building  Department  Permit No. 97-90258 dated April 24,
     1997 -- Mechanical-Penthouse Level only.

6.   Arapahoe  County  Building  Department  Permit No. 97-90257 dated April 24,
     1997 -- Tenant Finish - Sixth Floor.

7.   Arapahoe  County  Building  Department  Permit No. 97-90254 dated April 24,
     1997 -- Tenant Finish - Fifth Floor.

8.   Arapahoe  County  Building  Department  Permit No. 97-90253 dated April 24,
     1997 -- Tenant Finish - Fourth Floor.

9.   Arapahoe  County  Building  Department  Permit No. 97-90252 dated April 24,
     1997 -- Tenant Finish - Third Floor.

10.  Arapahoe  County  Building  Department  Permit No. 97-90251 dated April 24,
     1997 -- Tenant Finish - Second Floor.

11.  Arapahoe  County  Building  Department  Permit No. 97-90248 dated April 24,
     1997 -- Tenant Finish - First Floor.

12.  Arapahoe County Building  Department  Permit No. 97-90249;  dated April 24,
     1997 -- Tenant Finish - Lower Floor.

13.  Castlewood Fire Protection  District Tenant Finish  Inspection  Record Form
     Permit Nos. TP970305,  TP970304,  TP970303,  TP970302,  TP970301, TP970300,
     TP970299.

14.  Castlewood Fire Protection District,  Automatic Sprinkler System Inspection
     Record Permit Nos. NP970161, NP970104.

                                   EXHIBIT D
<PAGE>

                                PROMISSORY NOTE





                                   EXHIBIT E
<PAGE>

Recorded at Request of and When
Recorded Mail to:

Sherman & Howard L.L.C.
633 Seventeenth Street
Denver, CO 80202
Attn:  Stephanie Griffin, Esq.


Mail Tax Statements to:

ICG Services, Inc.
161 Inverness Drive West
Englewood, CO 80112
Attn:  Director of Real Estate,
       Facilities and Corporate
       Finance

                             SPECIAL WARRANTY DEED


     For  valuable  consideration,  receipt  of  which is  acknowledged,  TRINET
ESSENTIAL FACILITIES X, INC., a Maryland corporation ("Grantor"),  hereby grants
to ICG SERVICES, INC., a Delaware corporation ("Grantee"),  the real property in
the City Englewood, County of Arapahoe, State of Colorado,  described in Exhibit
A attached hereto and made a part hereof by this reference (the "Property").

     TOGETHER, with all and singular the hereditaments and appurtenances thereto
belonging,  or in  anywise  appertaining,  and  the  reversion  and  reversions,
remainder and remainders, rents, issues and profits thereof, and all the estate,
right, title,  interest,  claim and demand whatsoever of the Grantor,  either in
law or  equity,  of,  in  and  to  the  Property,  with  the  hereditaments  and
appurtenances;

     TO HAVE AND TO HOLD the Property, with the appurtenances, unto the Grantee,
its successors and assigns forever.  The Grantor, for itself, its successors and
assigns,  does  covenant  and agree that it shall and will  WARRANT  AND FOREVER
DEFEND the Property in the quiet and peaceable  possession  of the Grantee,  its
successors  and assigns,  against all and every  person or persons  claiming the
whole or any part thereof, by, through or under the Grantor;



                                   EXHIBIT F
<PAGE>

     SUBJECT TO:  those matters as set forth on Exhibit B attached hereto and 
made a part hereof by this reference.

     IN WITNESS WHEREOF,  the Grantor has executed this Special Warranty Deed on
the date set forth below.

     Dated as of:  January 1, 1999.


                 TRINET ESSENTIAL FACILITIES X, INC., a Maryland corporation


                                   By  /s/ Kevin Deeble                      
                                       ---------------------------------
                                                                         
                                   Its Vice President of Capital Markets
                                       ---------------------------------




                                   EXHIBIT F
<PAGE>
                                   EXHIBIT A

                             SPECIAL WARRANTY DEED

Legal Description


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



                                   EXHIBIT F
<PAGE>

                                    EXHIBIT B

                             SPECIAL WARRANTY DEED

                              Permitted Exceptions


                                [TO BE INSERTED]



                                   EXHIBIT F
<PAGE>

                              ASSIGNMENT OF LEASES


     THIS  ASSIGNMENT,  made  as of  January  1,  1999,  by and  between  TRINET
ESSENTIAL  FACILITIES  X,  INC.,  a  Maryland  corporation  ("Seller"),  and ICG
SERVICES, INC., a Delaware corporation ("Buyer"),

                              W I T N E S S E T H:

     For valuable  consideration,  receipt of which is acknowledged,  Seller and
Buyer agree as follows:

     1.     Assignment and Assumption.

     (a) Seller  hereby  assigns  and  transfers  to Buyer all right,  title and
interest  of Seller in and to the Lease  (the  "Lease")  described  in Exhibit A
attached hereto and made a part hereof.

     (b) Buyer hereby accepts the foregoing  assignment,  and assumes and agrees
to perform all of the covenants  and  agreements in the Lease to be performed by
the landlord thereunder from and after the date of this Assignment.

     2.     Indemnification.

     (a) Seller shall indemnify and defend Buyer against and hold Buyer harmless
from all claims,  demands,  liabilities,  losses,  damages,  costs and expenses,
including,  without  limitation,  reasonable  attorneys' fees and disbursements,
that are  caused by any  failure  by Seller to perform  the  obligations  of the
landlord under the Lease before the date of this Assignment.

     (b) Buyer  shall  indemnify  and  defend  Seller  against  and hold  Seller
harmless  form all claims,  demands,  liabilities,  losses,  damages,  costs and
expenses,   including,  without  limitation,   reasonable  attorneys'  fees  and
disbursements,  that  are  caused  by  any  failure  by  Buyer  to  perform  the
obligations  of the  landlord  under  the  Lease  on or  after  the date of this
Assignment.

     3.  Further  Assurances.  Seller  and Buyer  agree to  execute  such  other
documents and perform such other acts as may be  reasonably  necessary or proper
and usual to effect this Assignment.

     4.  Governing  Law. This  Assignment  shall be governed by and construed in
accordance with the laws of the State of Colorado.


                                   EXHIBIT G
<PAGE>


     5. Successors and Assigns.  This Assignment shall be binding upon and shall
inure  to the  benefit  of  Seller  and  Buyer  and  their  respective  personal
representatives, heirs, successors and assigns.

     IN WITNESS  WHEREOF,  Seller and Buyer have executed this  Assignment as of
the date first hereinabove written.


                         TRINET ESSENTIAL FACILITIES X, INC., a Maryland 
                         corporation


                              By  /s/ Kevin Deeble                     
                                  ---------------------------------
                                                                    
                              Its Vice President of Capital Markets
                                  ---------------------------------
                         ICG SERVICES, INC., a Delaware corporation


                              By  /s/ H. Don Teague
                                  ------------------------

                              Its Executive Vice President
                                  ------------------------


                                   EXHIBIT G
<PAGE>

                                   EXHIBIT A

                              ASSIGNMENT OF LEASES


                              Description of Lease


Lease  dated as of January  15,  1998,  by and between  ICG  Holdings,  Inc.,  a
Colorado corporation  ("Tenant"),  as tenant, and TriNet Essential Facilities X,
Inc., a Maryland corporation ("Original Landlord"), as landlord.

Basic Lease Information executed by Original Landlord and Tenant.

Memorandum  of Lease for  Recording,  dated as of January 20, 1998,  executed by
Original Landlord and Tenant.

Continuing Lease Guaranty,  made as of January 20, 1998, by ICG  Communications,
Inc., a Delaware corporation, to TriNet Essential Facilities X, Inc., a Maryland
corporation.

Continuing  Lease  Guaranty,  made  as of  January  20,  1998,  by ICG  Holdings
(Canada),  Inc., a Federal Canadian corporation,  to TriNet Essential Facilities
X, Inc., a Maryland corporation.

First  Amendment to Lease,  dated for reference  purposes as of January 1, 1999,
between  Original  Landlord  and  Tenant.


                                   EXHIBIT G
<PAGE> 

                                  BILL OF SALE


     For  valuable  consideration,  receipt  of  which is  acknowledged,  TRINET
ESSENTIAL FACILITIES X, INC., a Maryland corporation  ("Seller"),  hereby sells,
assigns,  transfers and delivers to ICG SERVICES,  INC., a Delaware  corporation
("Buyer"),  all of the personal property  described in Exhibit A attached hereto
and made a part hereof.  Seller  warrants to Buyer that Seller has good title to
all such personal property, free and clear of all liens, encumbrances,  security
interests and adverse claims of any kind or nature whatsoever,  and Seller shall
forever warrant and defend the title to all such personal property unto Buyer.

     Dated as of:  January 1, 1999.


SELLER:           TRINET ESSENTIAL FACILITIES X, INC., a Maryland corporation



                              By  /s/ Kevin Deeble                     
                                  ---------------------------------
                                                                   
                              Its Vice President of Capital Markets
                                  ---------------------------------
 

                                   EXHIBIT H                             
<PAGE>
                                   EXHIBIT A

                                  BILL OF SALE


     All tangible and intangible personal property located on or within the Real
Property  (as  defined in the  Purchase  Agreement  dated as of January 1, 1999,
executed by Buyer and Seller;  "Purchase  Agreement") or used exclusively in the
operation,  management,  repair or maintenance  of the Real Property  (excluding
items relating primarily to the operation of Tenant's business as opposed to the
operation of the Real Property), including, without limitation, the following:

     1.  all plans, specifications, drawings, surveys, studies and reports 
respecting the Real Property;

     2. any and all draperies,  curtains, and other window coverings;  all storm
windows and storm doors; all building system  components and replacement  parts;
and all  machinery,  equipment,  tools,  supplies  and other  items of  personal
property used or useful in the operation,  management, repair and maintenance of
the  Real  Property.  


                                   EXHIBIT H
<PAGE>

                            ASSIGNMENT OF CONTRACTS


     THIS  ASSIGNMENT,  made  as of  January  1,  1999,  by and  between  TRINET
ESSENTIAL  FACILITIES  X,  INC.,  a  Maryland  corporation  ("Seller"),  and ICG
SERVICES, INC., a Delaware corporation ("Buyer"),

                              W I T N E S S E T H:

     For valuable  consideration,  receipt of which is acknowledged,  Seller and
Buyer agree as follows:

     1.     Assignment and Assumption.

     (a) Seller  hereby  assigns  and  transfers  to Buyer all right,  title and
interest of Seller in, to and under the contracts (the "Contracts") described in
Exhibit A attached hereto and made a part hereof.

     (b) Buyer hereby accepts the foregoing  assignment,  and assumes and agrees
to perform all of the covenants and  agreements in the Contracts to be performed
by  Seller  thereunder  that  arise or  accrue  from and  after the date of this
Assignment as long as Buyer owns the real property subject to the Contracts.

     2.     Indemnification.

     (a) Seller shall indemnify and defend Buyer against and hold Buyer harmless
from all claims,  demands,  liabilities,  losses,  damages,  costs and expenses,
including,  without  limitation,  reasonable  attorneys' fees and disbursements,
that are caused by any  failure by Seller to perform the  obligations  of Seller
under the Contracts before the date of this Assignment.

     (b) Buyer  shall  indemnify  and  defend  Seller  against  and hold  Seller
harmless  from all claims,  demands,  liabilities,  losses,  damages,  costs and
expenses,   including,  without  limitation,   reasonable  attorneys'  fees  and
disbursements,  that  are  caused  by  any  failure  by  Buyer  to  perform  the
obligations  of Seller  arising or accruing  under the Contracts on or after the
date of this  Assignment  and  during  Buyer's  ownership  of the real  property
subject to the Contracts.

     3.  Further  Assurances.  Seller  and Buyer  agree to  execute  such  other
documents and perform such other acts as may be  reasonably  necessary or proper
and usual to effect this Assignment.

     4.  Governing  Law. This  Assignment  shall be governed by and construed in
accordance with the laws of the State of Colorado.

     5. Successors and Assigns.  This Assignment shall be binding upon and shall
inure  to the  benefit  of  Seller  and  Buyer  and  their  respective  personal
representatives, heirs, successors and assigns.


                                   EXHIBIT I
<PAGE>

     6.     Counterparts.  This Assignment may be signed in multiple 
counterparts which, when signed by all parties, shall constitute a binding 
agreement.

     IN WITNESS  WHEREOF,  Seller and Buyer have executed this  Assignment as of
the date first hereinabove written.


SELLER:             TRINET ESSENTIAL FACILITIES X, INC., a Maryland corporation



                              By  /s/ Kevin Deeble                      
                                  ---------------------------------
                                                                   
                              Its Vice President of Capital Markets
                                  ---------------------------------


BUYER:              ICG SERVICES, INC., INC., a Delaware corporation



                              By  /s/ H. Don Teague   
                                  ------------------------

                              Its Executive Vice President
                                  ------------------------



                                   EXHIBIT I
<PAGE>
                                   EXHIBIT A

                            ASSIGNMENT OF CONTRACTS

1.   Construction  Contract dated September 20, 1996 between ICG Communications,
     Inc. and Weitz-Cohen Construction Co. and change orders 1, 2, 3, 4, 5, 6, 7
     and 8.

2.   Architects Contract dated January 4, 1996 between ICG Communications,  Inc.
     and C.W. Fentress J.H. Bradburn and Associates,  and a sheet summarizing 37
     additional services documents.

3.   One (1) Year  Warranty for Trees,  Plans and Ground Cover from Valley Crest
     Landscaping, date to be determined when work is completed;

4.   One (1) Year  Warranty for  Landscaping  and  Irrigation  Maintenance  from
     Valley Crest Landscaping, date to be determined when work is completed;

5.   Extended Ten (10) Year Warranty for Sheet Membrane  Waterproofing  from AAA
     Waterproofing, date to be determined;

6.   Two (2) Year  Contractor's  Warranty for Single Ply  Membrane  Roofing from
     Bauen Corporation, dated December 31, 1997;

7.   Ten (10) Year  Manufacturer's Full System Warranty for Single Play Membrane
     Roofing from Bauen Corporation, dated December 31, 1997;

8.   Five  (5)  Year   Warranty  for   Pedestrian   Traffic   Coating  from  AAA
     Waterproofing, date to be determined when work is completed;

9.   Three (3) Year  Warranty  for Sheet  Metal  Flashings  and Trim from  Bauen
     Corporation, dated December 31, 1997;

10.  Two (2) year  Contractor's  Warranty for Joint Sealers from CSW, Inc., date
     to be determined when work is completed;

11.  Lifetime  Solid Core  Warranty  for Wood Doors from  Golesh  Door and Trim,
     Inc., dated December 11, 1997;

12.  Lifetime  Fire Rated  Warranty  for Wood Doors from  Golesh  Door and Trim,
     Inc., dated December 11, 1997;

13.  Ten (10) Year  Warranty  for  Mirrored  Glass from Ken Caryl  Glass,  dated
     December 11, 1997;

14.  Five (5) Year Warranty for Curtain  Walls,  Stonework  and  Entrances  from
     Elward Construction, dated December 11, 1997;


                                   EXHIBIT I
<PAGE>
                                   EXHIBIT A

                            ASSIGNMENT OF CONTRACTS

15.  Fifteen (15) Year Warranty for Carpet from  Interface,  covering  excessive
     surface wear, edge ravel,  backing separations,  shrinking,  stretching and
     static electricity, dated from date of original invoice.

16.  Ten (10) Year  Warranty for Carpet from Evans & Co.,  covering  edge ravel,
     delamination of secondary backing, wear, buckling, shifting, cupping, color
     fastness, etc., dated December 11, 1997;

17.  Two (2) Year  Installation  Warranty  for Carpet  from  Evans & Co.,  dated
     December 11, 1997;

18.  Ten (10) Year  Warranty  for  Carpet  Tile from Evans & Co.  covering  edge
     ravel,  delamination  of  secondary  backing,  wear,  buckling,   shifting,
     cupping, color fastness, etc., dated December 11, 1997;

19.  Two (2) Year Installation Warranty for Carpet Title from Evans & Co., dated
     December 11, 1997;

20.  Three (3) Year Warranty  against  mildew and fungus for Wall Coverings from
     Lundquist Associates, date to be determined;

21.  One (1) Year  Warranty for  Residential  Appliances  from General  Electric
     dated December 1997;

22.  One (1) Year  Operation  and  Maintenance  Warranty for  Electric  Traction
     Passenger Elevators from Montgomery, dated December 11, 1997; and

23.  Two (2) Year Warranty for HUFCOR Operable  Partitions from ISEC, Inc. dated
     June 12, 1997.


                                   EXHIBIT I
<PAGE>

                             ASSIGNMENT OF PERMITS


     For  valuable  consideration,  receipt  of  which is  acknowledged,  TRINET
ESSENTIAL FACILITIES X, INC., a Maryland corporation ("Seller"),  hereby assigns
and transfers to ICG SERVICES,  INC., a Delaware corporation  ("Buyer"),  all of
Seller's  right,  title and interest  in, to and under the Permits  described in
Exhibit A attached hereto and made a part hereof.

     Dated as of:     January 1, 1999.


SELLER:                            TRINET ESSENTIAL FACILITIES X, INC., a 
                                   Maryland corporation



                              By  /s/ Kevin Deeble                    
                                  ---------------------------------
                           
                              Its Vice President of Capital Markets
                                  ---------------------------------


                                   EXHIBIT J                              
<PAGE>
                                   EXHIBIT A

                             ASSIGNMENT OF PERMITS

     1.   Arapahoe County  Department of  Highways/Engineering  Case No. P96-023
          dated May 8, 1996 -- Application for Overlot Grading Permit.

     2.   Application  for Water and Sewer Tap Permit No. 96-161 dated  December
          13, 1996 from Inverness Water and Sanitation District.

     3.   Arapahoe County Building  Department Permit No. 96-86988 dated October
          17, 1996 -- Foundation and Core.

     4.   Arapahoe County Building  Department Permit No. 97-88504 dated January
          24, 1997 Six Story Steel and Concrete Office Building.

     5.   Arapahoe  County Building  Department  Permit No. 97-90258 dated April
          24, 1997 -- Mechanical-Penthouse Level only.

     6.   Arapahoe  County Building  Department  Permit No. 97-90257 dated April
          24, 1997 -- Tenant Finish - Sixth Floor.

     7.   Arapahoe  County Building  Department  Permit No. 97-90254 dated April
          24, 1997 -- Tenant Finish - Fifth Floor.

     8.   Arapahoe  County Building  Department  Permit No. 97-90253 dated April
          24, 1997 -- Tenant Finish - Fourth Floor.

     9.   Arapahoe  County Building  Department  Permit No. 97-90252 dated April
          24, 1997 -- Tenant Finish - Third Floor.

     10.  Arapahoe  County Building  Department  Permit No. 97-90251 dated April
          24, 1997 -- Tenant Finish - Second Floor.

     11.  Arapahoe  County Building  Department  Permit No. 97-90248 dated April
          24, 1997 -- Tenant Finish - First Floor.

     12.  Arapahoe County Building  Department Permit No. 97-90249;  dated April
          24, 1997 -- Tenant Finish - Lower Floor.

     13.  Castlewood Fire Protection  District Tenant Finish  Inspection  Record
          Form Permit Nos. TP970305,  TP970304,  TP970303,  TP970302,  TP970301,
          TP970300, TP970299.

     14.  Castlewood  Fire  Protection  District,   Automatic  Sprinkler  System
          Inspection Record Permit Nos. NP970161, NP970104.


                                   EXHIBIT J
<PAGE>
                          SELLER'S CLOSING CERTIFICATE


     For  valuable  consideration,  receipt  of  which is  acknowledged,  TRINET
ESSENTIAL  FACILITIES  X,  INC.,  a  Maryland  corporation  ("Seller"),   hereby
certifies to ICG  SERVICES,  INC., a Delaware  corporation  ("Buyer"),  that all
representations  and  warranties  made by Seller in section 5.1 of the  Purchase
Agreement (the "Purchase Agreement") dated as of January 1, 1999, between Seller
and Buyer are true and correct on and as of the date of this  Certificate.  This
Certificate  is  executed  by Seller  and  delivered  to Buyer  pursuant  to the
Purchase Agreement.

     Dated: May 13, 1999.


                         TRINET ESSENTIAL FACILITIES X, INC., a Maryland 
                         corporation


                              By  /s/ Kevin Deeble                 
                                  ---------------------------------
                                                                   
                              Its Vice President of Capital Markets
                                  ---------------------------------


                                   EXHIBIT K
<PAGE>                        

                          BUYER'S CLOSING CERTIFICATE


     For valuable consideration, receipt of which is acknowledged, ICG SERVICES,
INC., a Delaware  corporation  ("Buyer"),  hereby  certifies to TRINET ESSENTIAL
FACILITIES X, INC., a Maryland corporation ("Seller"),  that all representations
and  warranties  made by Buyer in section  5.2 of the  Purchase  Agreement  (the
"Purchase  Agreement") dated as of January 1, 1999, between Seller and Buyer are
true and correct on and as of the date of this Certificate.  This Certificate is
executed by Buyer and delivered to Seller pursuant to the Purchase Agreement.

     Dated: May 13, 1999.


                              ICG SERVICES, INC., a Delaware corporation


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


                                   EXHIBIT L                              
<PAGE>

                                LEASE AMENDMENT




                                   EXHIBIT M
<PAGE>
                         PROPERTY MANAGEMENT AGREEMENT





                                   EXHIBIT N
<PAGE>
                        RIGHT OF FIRST REFUSAL AGREEMENT





                                   EXHIBIT O
<PAGE>
                        CERTIFICATE OF NONFOREIGN STATUS


     Section 1445 of the Internal  Revenue Code  provides that a transferee of a
U.S.  real property  interest  must withhold tax if the  transferor is a foreign
person.  To inform the transferee  that  withholding of tax is not required upon
the disposition of a U.S. real property interest by TRINET ESSENTIAL  FACILITIES
X, INC., a Maryland corporation ("Seller"), the undersigned hereby certifies the
following on behalf of Seller:

     1. Seller is not a foreign corporation,  foreign partnership, foreign trust
or foreign  estate (as those terms are defined in the Internal  Revenue Code and
Income Tax Regulations);

     2. Seller's U.S. employer identification number is 84-1448147; and

     3. Seller's  office  address is Four  Embarcadero  Center,  Suite 3150, San
Francisco, CA 94111.

     Seller understands that this certification may be disclosed to the Internal
Revenue Service by the transferee and that any false statement  contained herein
could be punished by fine, imprisonment, or both.

     Under penalties of perjury I declare that I have examined this  certificate
and to the best of my knowledge and belief it is true, correct and complete, and
I further  declare  that I have  authority  to sign this  document  on behalf of
Seller.

     Dated:  May 13, 1999.


                              TRINET ESSENTIAL FACILITIES X, INC., a Maryland 
                              corporation


                              By  /s/ Kevin Deeble                  
                                  ---------------------------------
                                                                   
                              Its Vice President of Capital Markets
                                  ---------------------------------
                              



                                   EXHIBIT P