AMENDMENT TO EMPLOYMENT AGREEMENT


     This Amendment to Employment  Agreement (the "Amendment") is made as of the
14th day of September 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, as further amended by an Amendment to Employment  Agreement,  dated as
of March 26,  1997,  and as further  extended  and amended by an  Extension  and
Amendment to  Employment  Agreement  (the "March 1999  Extension"),  dated as of
March 10, 1999 (as extended and amended, the "Employment Agreement"); and

     WHEREAS,  the March  1999  Extension,  among  other  things,  extended  the
employment  term of the Employee for an additional  two-year  period  commencing
June 1, 1999,  and such  Extension  also  amended  the  Employee's  compensation
payment dates to quarterly rather than monthly; and

     WHEREAS,  the parties desire that the Employment Term should  automatically
renew from month to month so that there will  always be two (2) years  remaining
in the Employment Term; and

     WHEREAS, the parties desire to further amend and modify certain other 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 1 of the March 1999 Extension is hereby amended such that
the Employment Term shall be extended  initially for an additional two year term
commencing  June 1, 1999 and, after such date,  shall  automatically  renew from
month to month so that  there  will  always  be two (2) years  remaining  in the
Employment  Term,  unless and until either party shall give at least ninety (90)
days  notice to the  other of his or its  desire to  terminate  this  Employment
Agreement (in such case, the  Employment  Term shall end upon the date indicated
in such notice).  The other terms and conditions as set forth in this Employment
Agreement,  as  amended,  shall  remain in full  force and  effect  for the time
periods  specified  therein  notwithstanding  the termination of this Employment
Agreement.

<PAGE>


     2. Stock  Options.  Section 5 of the March 1999 Extension is hereby amended
such that the 1999 Option shall be granted under the Company's 1996 Stock Option
Plan rather than under the Company's 1998 Stock Option Plan.

     3. Other Terms and Conditions.  All other terms and conditions of the March
1999  Extension  and the  Employment  Agreement  shall  remain in full force and
effect, as if fully stated herein.

     4. 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.

     5. 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/ Don Teague
                                                       -------------------------
                                                       Name: Don Teague
                                                       Title: Executive V.P.


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