LEVEL 3 COMMUNICATIONS INC
EXHIBIT 10.6 FORMS OF PROMISSORY NOTES
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>f10kex106_12312001.txt
<DESCRIPTION>EXHIBIT 10.6 FORMS OF PROMISSORY NOTES
<TEXT>

                                                                    Exhibit 10.6

                  FORM OF PROMISSORY NOTE AND PLEDGE AGREEMENT
                    (Greater Than $200,000 Principal Amount)


$                                                           Broomfield, Colorado
                                                                          [DATE]

     FOR VALUE RECEIVED,  the  undersigned,  [NAME],  an individual  residing at
[ADDRESS] (the "Borrower"),  hereby  unconditionally  promises to pay to LEVEL 3
COMMUNICATIONS,  INC., a Delaware  corporation  (the  Lender") at 1025 Eldorado
Blvd.,  Broomfield,  CO 80021 (as  hereinafter  defined) in lawful  money of the
United States and in immediately  available funds, the principal amount shown as
outstanding on Schedule 1 to this Note and Pledge Agreement (this "Note") but in
an amount not to exceed [DOLLAR AMOUNT] ($ ). The principal amount shall be paid
in full on [DATE],  subject to  acceleration  of the maturity as provided  below
(the "Maturity Date").

     Borrower shall be entitled to borrow up to the maximum  principal amount of
[DOLLAR  AMOUNT] Dollars of this Note, but shall not be entitled to reborrow any
amounts pre-paid under this Note.

     The unpaid principal amount of this Note and Pledge Agreement (this "Note")
shall bear simple interest at the rate of [PRIME RATE OF INTEREST ON THE DATE OF
THE NOTE]% per annum,  computed  on the basis of 12 months of 30 days per month.
Interest shall accrue during the term of this Note and be payable at maturity or
upon payment in full, whichever occurs first.

     Borrower will make all payments (including pre-payments) under this Note of
principal and interest, by certified or bank cashier's check to the order of the
Lender at 1025 Eldorado Blvd.,  Broomfield,  CO 80021,  Attn: Vice President and
Assistant General Counsel, or at a different place if required by the Lender. If
the  Borrower  desires to pay any amounts due under this Note by wire  transfer,
the  Borrower  shall  provide  verbal  notice of this  request to the Group Vice
President  and General  Counsel of lender at telephone  number  720-888-2514  at
least one business day prior to a desired  payment date.  Lender will provide to
Borrower appropriate wire transfer instructions for such payment.

     The  Borrower  shall have the right to pre-pay  all or any  portion of this
Note at any time,  without  penalty;  provided that interest  shall  continue to
accrue on the unpaid portion of the principal amount of this Note at the rate of
interest indicated above.

     Any amount due  hereunder  not paid when due shall bear  interest at a rate
equal to 2% above the interest  rate  otherwise in effect.  Notwithstanding  the
foregoing,  the  interest  rate  hereunder  shall not  exceed the  maximum  rate
permitted by applicable law from time to time.

     The holder of this Note is  authorized  to  endorse  on  Schedule 1 to this
Note, or on a  continuation  thereof  which shall be attached  hereto and made a
part hereof,  the date and
<PAGE>

amount of each  borrowing  under this Note and payment of principal and interest
on this Note,  but the  failure to do so shall not affect the  liability  of the
undersigned.  All such notations shall be prima facie evidence of the matters so
noted.

     As collateral for the repayment in full of the principal of and interest on
this  Note  and  Pledge  Agreement,  together  with  all  costs  of  enforcement
(including  reasonable  attorneys'  fees) of this Note and Pledge Agreement (the
"Obligations"),  the  undersigned  does  hereby  grant to the  Lender a security
interest in the property  described  on Schedule 2 hereto,  whether now owned or
hereafter  acquired,  and wherever  located,  together with all proceeds thereof
(the  "Collateral").  This security  interest created  hereunder is a continuing
security  interest and shall remain in effect until the indefeasible  payment in
full in cash of all  Obligations.  Borrower  hereby  represents  to Lender  that
Schedule 2 contains an accurate value of the Collateral,  both encumbered  value
and unencumbered value, as the case may be.

     Lender acknowledges that it is the Borrower's intention to pursue a sale of
the Collateral  and to use the proceeds of such sales to repay the  Obligations.
Borrower agrees to use his commercially  reasonable  efforts to effect the sales
of the Collateral.  Notwithstanding the foregoing,  all proceeds relating to the
Collateral  shall be held by the  Borrower  in trust  for the  Lender  and shall
immediately  upon  receipt be turned over to the Lender as  pre-payment  or full
payment  of  the  Obligations   hereunder.   All   certificates  or  instruments
representing or evidencing any Collateral,  shall be delivered to and held by or
on behalf of the Lender pursuant hereto,  shall be in suitable form for transfer
by delivery,  and shall be accompanied by all necessary  instruments of transfer
or assignment, duly executed in blank.

     So long as any of the  Obligations  remain  unpaid,  the Borrower  will not
assign, pledge,  mortgage or otherwise encumber any of the Collateral other than
any  pledge,   mortgage  or  other  encumbrance  noted  on  Schedule  2.  Lender
acknowledges  that  it is the  Borrower's  intention  to  pursue  a sale  of the
Collateral and to use the proceeds of such sales to repay the  Obligations.  The
Borrower  will  warrant  and  defend the right and title  herein  granted to the
Lender in and to the Collateral (and all right, title, and interest  represented
by the  Collateral)  against the claims and  demands of all  persons  whomsoever
unless  contemporaneously  with the sale of such Collateral,  the Borrower shall
make a prepayment of the outstanding principal of this Note and Pledge Agreement
in the amount of the proceeds  from such sale.  The Borrower  agrees that at any
time,  and from time to time, at the expense of the Borrower,  the Borrower will
promptly  execute  and deliver  all  further  instruments,  and take all further
action,  that may be necessary or desirable,  or that the Lender may  reasonably
request,  in order to perfect  and  protect  any  security  interest  granted or
purported  to be granted  hereby or to enable the Lender to exercise and enforce
its rights and remedies hereunder with respect to any Collateral.

     The following  events shall each constitute an Event of Default  hereunder:
(a) failure  of the  Borrower  to pay  any  amount  of  principal  of any of the
Obligations  when due, (b) failure of the Borrower to pay any amount of interest
on any of the  Obligations  within  three (3)  business  days of when  due;  (c)
failure of the security interest, if any, purported to be created hereby to be a
first priority perfected security interest free and clear of all liens, security
interests  or other  encumbrances  of any nature  whatsoever,  unless  otherwise
waived by Lender,  (d) failure of the  Borrower  to comply with any  covenant or
agreement  contained herein which failure
<PAGE>

remains  unremedied  for a period of 10 days,  (e) the  Borrower  shall become a
debtor under  applicable  federal or state bankruptcy or insolvency laws (f) the
Borrower shall no longer be a full-time  employee of the Lender or (g) the death
of the Borrower.

     Upon the  occurrence  and  continuance  of an Event of Default,  the Lender
shall (a) be entitled to vote all Investment Property (as defined in the Uniform
Commercial  Code of the State of New York (the "UCC")  constituting  Collateral,
(b) be entitled to receive,  hold and/or apply to the payment of the Obligations
any dividends  payable in respect of the  Collateral and (d) have all the rights
and remedies of a secured party under the Uniform  Commercial  Code of the State
of New York (the "UCC). The Borrower shall take such steps from time to time as
may be  requested  by the Lender to ensure that the  security  interest  created
hereby shall constitute a first priority security interest under applicable law,
including the UCC. The principal residence of the Borrower is [ADDRESS].  To the
extent  notice  of any sale or  disposition  of  Collateral  is  required  under
applicable  law,  the  Borrower  agrees  that 10  calendar  days'  notice  shall
constitute reasonable notice of any such sale or disposition.

     The Borrower  agrees that in any sale of any of the Collateral  whenever an
Event of Default  shall have  occurred and be  continuing,  the Lender is hereby
authorized to comply with any limitation or restriction in connection  with such
sale as it may be  advised  by  counsel  is  necessary  in order  to  avoid  any
violation of applicable law (including  compliance  with such  procedures as may
restrict the number of  prospective  bidders and  purchasers,  require that such
prospective  bidders and purchasers  have certain  qualifications,  and restrict
such prospective  bidders and purchasers to persons who will represent and agree
that they are  purchasing  for their own account for  investment  and not with a
view to the  distribution or resale of such  Collateral),  or in order to obtain
any  required  approval  of the  sale or of the  purchaser  by any  governmental
regulatory  authority or official,  and the  Borrower  further  agrees that such
compliance  shall not result in such sale being considered or deemed not to have
been made in a commercially  reasonable  manner,  nor shall the Lender be liable
nor  accountable  to the Borrower for any discount  allowed by the reason of the
fact that such  Collateral  is sold in  compliance  with any such  limitation or
restriction.

     The  Borrower  hereby  irrevocably   appoints  the  Lender  the  Borrower's
attorney-in-fact, with full authority in the place and stead of the Borrower and
in the name of the  Borrower  or  otherwise,  from time to time in the  Lender's
discretion,  upon the  occurrence  and  during  the  continuance  of an Event of
Default,  to take any action  and to execute  any  instrument  (including  stock
powers  and  proxies)  which the  Lender  may deem  necessary  or  advisable  to
accomplish the purposes of this Note. The foregoing  appointment is coupled with
an interest.

     Upon  the  occurrence  of any one or more of the  Events  of  Default,  all
principal  and all accrued  interest  then  remaining  unpaid on this Note shall
become, or may be declared to be, immediately due and payable, without notice.

     All parties now and  hereafter  liable with  respect to this Note,  whether
maker,  principal,  surety,  guarantor,  endorser  or  otherwise,  hereby  waive
presentment,  demand,  protest and all other  notices of any kind.  The Borrower
agrees to  indemnify  the  Lender  against  all  losses,  claims,  expenses  and
liabilities  incurred by the Lender in connection  with the
<PAGE>

enforcement of this Note,  including the payment of legal fees and disbursements
of counsel (including in-house counsel) to the Lender.

     No amendment to or waiver of any  provision of this Note nor consent to any
departure by the Borrower  herefrom  shall in any event be effective  unless the
same  shall be in  writing  and signed by the  Lender,  and then such  waiver or
consent  shall be effective  only in the specific  instance and for the specific
purpose for which it is given.

     THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.

     All  notices  hereunder  shall be  given in  writing  and  shall be  deemed
delivered when received by the other party hereto at the address set forth below
such  party's  signature  or at such other  address as may be  specified by such
party from time to time or, if mailed,  on the fifth  calendar  day after  being
deposited in the mails, postage prepaid, so addressed.

     THE LENDER AND THE BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVE ANY RIGHTS  THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY  LITIGATION
BASED HEREON,  OR ARISING OUT OF, UNDER,  OR IN CONNECTION  WITH,  THIS NOTE AND
PLEDGE  AGREEMENT,  OR ANY  COURSE OF  CONDUCT,  COURSE OF  DEALING,  STATEMENTS
(WHETHER  VERBAL OR  WRITTEN)  OR  ACTIONS OF THE  LENDER OR THE  BORROWER.  THE
BORROWER  ACKNOWLEDGES  AND  AGREES  THAT IT HAS  RECEIVED  FULL AND  SUFFICIENT
CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A MATERIAL
<PAGE>


INDUCEMENT  FOR THE  LENDER  ENTERING  INTO THIS NOTE AND PLEDGE  AGREEMENT  AND
PROVIDING THE LOANS EVIDENCED HEREBY.

                                            [NAME],
                                             as Borrower




                                             Address:



                                             ACCEPTED:
                                             LEVEL 3  COMMUNICATIONS, INC.



                                             By:
                                                    Name
                                                    Title:
                                                    Address: 1025 Eldorado Blvd.
                                                            Broomfield, CO 80021

<PAGE>

                                                                      Schedule 1

                             Borrowings of Principal

Date            Amount of Principal Borrowed            Total Principal Borrowed






                       Payments of Principal and Interest

Date            Amount of Interest                           Amount of Principal

<PAGE>



                                                                      Schedule 2

                            Description of Collateral

The Collateral  includes the following  items or types of property,  whether now
owned or hereafter acquired and wherever located:

    Collateral         Value              Encumbrances             Unencumbered
   Description                                                         Value


<PAGE>



                             FROM OF PROMISSORY NOTE
                (Less Than or Equal to $200,000 Principal Amount)


$                                                           Broomfield, Colorado
                                                                          [DATE]

     FOR VALUE RECEIVED, the undersigned,  [NAME], an individual with a business
address 1025 Eldorado Blvd., Broomfield, Colorado 80021 (the "Borrower"), hereby
unconditionally  promises  to pay to LEVEL 3  COMMUNICATIONS,  INC.,  a Delaware
corporation  (the "Lender") at 1025 Eldorado Blvd.,  Broomfield,  Colorado 80021
(as hereinafter defined) in lawful money of the United States and in immediately
available  funds,  the principal  amount of [DOLLAR  AMOUNT] ($ ). The principal
amount shall be paid in full on [DATE],  subject to acceleration of the maturity
as provided below.

     The unpaid  principal amount of this Note (this "Note") shall bear interest
at the rate of [PRIME RATE AS OF DATE OF NOTE]% per annum, computed on the basis
of the actual  number of days elapsed  prior to payment over a year of 365 days.
Interest  shall be payable upon the earlier of (i)  prepayment  of any principal
amount  hereof  (interest  being due and  payable  upon the amount of  principal
prepaid) and (ii) maturity.

     Any amount due  hereunder  not paid when due shall bear  interest at a rate
equal to 2% above the interest  rate  otherwise in effect.  Notwithstanding  the
foregoing,  the  interest  rate  hereunder  shall not  exceed the  maximum  rate
permitted by applicable law from time to time.

     The holder of this Note is authorized to endorse on Schedule 1 to this Note
or on a  continuation  thereof  which shall be  attached  hereto and made a part
hereof the date and amount of each  payment of  principal  and  interest on this
Note,  but  the  failure  to do  so  shall  not  affect  the  liability  of  the
undersigned.  All such notations shall be prima facie evidence of the matters so
noted.

     The following  events shall each constitute an Event of Default  hereunder:
(a) failure of the Borrower to pay any amount of principal of or interest on any
of the  Obligations  when due, (b) the  Borrower  shall no longer be a full time
employee of the Lender or any of its  subsidiaries,  (c) failure of the Borrower
to comply with any covenant or agreement  contained herein which failure remains
unremedied  for a period of 10 days or (d) the  Borrower  shall  become a debtor
under applicable federal or state bankruptcy or insolvency laws.

     The  Borrower  hereby  irrevocably   appoints  the  Lender  the  Borrower's
attorney-in-fact, with full authority in the place and stead of the Borrower and
in the name of the  Borrower  or  otherwise,  from time to time in the  Lender's
discretion,  upon the  occurrence  and  during  the  continuance  of an Event of
Default,  to take any action  and to execute  any  instrument  (including  stock
powers  and  proxies)  which the  Lender  may deem  necessary  or  advisable  to
accomplish the purposes of this Note. The foregoing  appointment is coupled with
an interest.
<PAGE>


     The  obligations  of  the  Borrower   hereunder  are  subject  to  optional
prepayment in whole or in part at any time without premium or penalty.

     Upon  the  occurrence  of any one or more of the  Events  of  Default,  all
principal  and all accrued  interest  then  remaining  unpaid on this Note shall
become, or may be declared to be, immediately due and payable, without notice.

     All parties now and  hereafter  liable with  respect to this Note,  whether
maker,  principal,  surety,  guarantor,  endorser  or  otherwise,  hereby  waive
presentment,  demand,  protest and all other  notices of any kind.  The Borrower
agrees to  indemnify  the  Lender  against  all  losses,  claims,  expenses  and
liabilities  incurred by the Lender in connection  with the  enforcement of this
Note,  including  the  payment  of  legal  fees  and  disbursements  of  counsel
(including in-house counsel) to the Lender.

     No amendment to or waiver of any  provision of this Note nor consent to any
departure by the Borrower  herefrom  shall in any event be effective  unless the
same  shall be in  writing  and signed by the  Lender,  and then such  waiver or
consent  shall be effective  only in the specific  instance and for the specific
purpose for which it is given.

     THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.

     All  notices  hereunder  shall be  given in  writing  and  shall be  deemed
delivered when received by the other party hereto at the address set forth below
such  party's  signature  or at such other  address as may be  specified by such
party from time to time or, if mailed,  on the fifth  calendar  day after  being
deposited in the mails, postage prepaid, so addressed.
<PAGE>



     THE LENDER AND THE BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVE ANY RIGHTS  THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY  LITIGATION
BASED HEREON,  OR ARISING OUT OF, UNDER,  OR IN CONNECTION  WITH,  THIS NOTE AND
PLEDGE  AGREEMENT,  OR ANY  COURSE OF  CONDUCT,  COURSE OF  DEALING,  STATEMENTS
(WHETHER  VERBAL OR  WRITTEN)  OR  ACTIONS OF THE  LENDER OR THE  BORROWER.  THE
BORROWER  ACKNOWLEDGES  AND  AGREES  THAT IT HAS  RECEIVED  FULL AND  SUFFICIENT
CONSIDERATION  FOR  THIS  PROVISION  AND  THAT  THIS  PROVISION  IS  A  MATERIAL
INDUCEMENT  FOR THE  LENDER  ENTERING  INTO THIS NOTE AND PLEDGE  AGREEMENT  AND
PROVIDING THE LOANS EVIDENCED HEREBY.

                                                   [NAME],
                                                   as Borrower


                                                    _______________________


                                                   ACCEPTED:
                                                   LEVEL 3  COMMUNICATIONS, INC.

                                                   By:
                                                         Name:
                                                         Title:

<PAGE>



                                                                      Schedule 1

                       Payments of Principal and Interest

Date            Amount of Interest                           Amount of Principal


</TEXT>
</DOCUMENT>
