EXTENSION AND AMENDMENT TO EMPLOYMENT AGREEMENT

                  This  Extension  and Amendment to  Employment  Agreement  (the
"Amendment")  is made as of the 10th day of  March,  1999,  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,  and as further  amended by an Amendment to  Employment
Agreement,  dated as of March 26, 1997 (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. Extension of Term. The Employee hereby agrees to extend the
employment  term for an additional two year term commencing June 1, 1999, 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.  Compensation;  Benefits.  Section  4(a) of the  Employment
Agreement is hereby  amended,  effective  for all periods from and after July 1,
1999, to provide that (i) the Employee  shall be paid the Salary on a quarterly,
rather than on a monthly, basis and (ii) the components of the Salary (i.e., the
increase  in  Revenues  and the  increase  in  EBITDA)  shall be  computed  on a
quarterly,  rather than on a monthly,  basis.  All other  terms of Section  4(a)
shall not be  affected  by this  Amendment  and shall  remain in full  force and
effect as written.

                  3.  Termination  by the Employee.  Section 8 of the Employment
Agreement  is hereby  amended to add  subsection  (f),  which  shall read in its
entirety as follows:

                  (f)  Termination  by the  Employee.  If at any time during the
         Employment  Term the  Employee  resigns from the employ of the Company,
         other than for Good Reason (as defined and as provided in Section 8(c))
         and other  than as set forth in the  following  sentence,  the  Company
         shall be obligated to pay the Employee  severance  compensation  in the
         aggregate amount of the Salary paid to the Employee for the twelve (12)
         month  period   immediately   preceding  the   Termination   Date  (the
         "Continuation  Payment"),  which shall be payable by the Company in one
         lump  sum  payment  on or prior  to  ninety  (90)  days  following  the
         Termination Date. Notwithstanding the foregoing sentence, if, following
         the Employee's resignation from the employ of the Company, the Employee
         becomes  employed  in  any  position  (other  than  as a  non-executive
         director)  by, or becomes the direct or indirect  owner of five percent
         (5%) or more of, an entity in the telecommunications  industry which is
         in the  business of providing  "competitive  local  exchange"  ("CLEC")
         services  (a  "Competitor")  at such  time,  the  Company  shall not be
         obligated to make,  and the Employee  shall not be entitled to receive,
         the Continuation Payment.
<PAGE>

                  4.  Termination  in Case of Disability  or Death.  (a) Section
8(d)(i) is hereby  amended to delete the last  sentence of such  subsection  and
insert the following in its place:

         If the  employment  of the  Employee  is  terminated  pursuant  to this
         Section 8(d)(i),  the Company shall be obligated to pay the Employee or
         his  representative(s)  (x) the  Continuation  Payment,  which shall be
         payable by the  Company  in one lump sum  payment on or prior to ninety
         (90) days  following  the  Termination  Date and (y) any Salary for the
         then current year pro rated to the Termination Date.

                  (b)  Section  8(d)(ii)  is hereby  amended  to delete the last
sentence of such subsection and insert the following in its place:

         If the  employment  of the  Employee  is  terminated  pursuant  to this
         Section 8(d)(ii),  the Company shall be obligated to pay the Employee's
         heir(s), designee(s) or representative(s) (x) the Continuation Payment,
         which  shall be  payable by the  Company in one lump sum  payment on or
         prior to ninety (90) days  following the  Termination  Date and (y) any
         Salary for the then current year pro rated to the Termination Date.

                  5. New Stock Options. Section 7 of the Employment Agreement is
hereby  amended to add  subsection  (c),  which  shall read in its  entirety  as
follows:

                  (c)  Effective  upon the date hereof,  the  Employee  shall be
         granted  ten (10) year  stock  options  (the "1999  Option")  under the
         Company's  1998 Stock  Option Plan to purchase up to 200,000  shares of
         Common Stock,  $.01 par value,  of the Company at an exercise  price of
         $18.8125  per  share,  which is the  closing  sale  price of a share of
         Common Stock of the Company on the Nasdaq  National Market on March 10,
         1999, all in accordance with the terms and conditions of a stock option
         agreement (the "1999 Stock Option  Agreement") which shall be signed by
         the Employee and an authorized  officer of the Company.  The 1999 Stock
         Option Agreement shall provide,  among other things,  that (i) the 1999
         Option shall vest as to 100,000 shares covered  thereby  immediately on
         the  date of  grant  and as to the  remaining  100,000  shares  covered
         thereby on the first  anniversary  of the date of grant,  (ii) the 1999
         Option  shall  neither be  forfeited  due to the  Employee's  voluntary
         termination  of  employment,  retirement,  disability  or death  nor be
         subject  to  earlier   termination  thereof  (except  in  the  case  of
         termination of the  Employee's  employment by the Company for Cause (as
         defined in the Employment  Agreement)) and (iii) the option to purchase
         the remaining  100,000 shares under the 1999 Option that has not vested
         on the date of grant  shall  vest upon an event of change of control of
         the Company.

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<PAGE>

                  6. Existing  Stock  Options.  Effective as of the date hereof,
all  of  the  Employee's  existing  non-qualified  stock  options  (namely,  the
Employee's  options  to  purchase  (i)  1,550,000  shares of Common  Stock at an
exercise  price of  $7.9375  per share,  granted on May 30,  1995 (the "May 1995
Option  Agreement") and (ii) 200,000 shares of Common Stock at an exercise price
of $10.00 per share,  granted on November  13, 1995 (the  "November  1995 Option
Agreement"))  (the  "Existing  Options")  shall be amended  to provide  that the
Existing Options (i) shall expire on the tenth  anniversary of the original date
of grant of each such  option and (ii) shall  neither  be  forfeited  due to the
Employee's voluntary termination of employment,  retirement, disability or death
nor be subject to earlier  termination  thereof as currently  provided  therein;
provided,  however, that, in the case of the November 1995 Option Agreement,  if
the Employee's  employment is terminated by the Company for Good Cause,  as such
term is defined in Section 6(a) of the November 1995 Stock Option Agreement, and
in the case of the May  1995  Option  Agreement,  if the  Employee's  employment
terminated by the Company for Cause,  as such term is defined in the  Employment
Agreement,  all outstanding  unexercised  Existing Options shall be canceled and
all of the Employee's  rights under such respective stock option agreement shall
be  forfeited.  The  foregoing  modifications  to the Existing  Options shall be
reflected  in and  evidenced  by  written  amendments  to the  May  1995  Option
Agreement  and the November 1995 Option  Agreement  which shall be signed by the
Employee and an authorized officer of the Company.

                  7. 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.

                  8.  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.

                  9. 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.


                                              By:/s/ William J. Laggett
                                              -------------------------
                                                 William J. Laggett
                                                 Chairman of the Board



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

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