ICG HOLDINGS CANADA CO /CO/
EXHIBITS 10.1
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>EXHIBITS 10.1
<TEXT>


                        AMENDMENT TO EMPLOYMENT AGREEMENT

     THIS AMENDMENT TO EMPLOYMENT AGREEMENT ("Agreement") is made as of the
  10th day of May, 2000 by and between ICG Communications, Inc. ("Employer" or
                the "Company") and Carla J. Wolin ("Employee").

                                    RECITALS

      WHEREAS,  the Company and  Employee  previously  entered into that certain
Employment  Agreement  dated as of July 1,  1999,  as amended  August  22,  1999
("Employment Agreement");

      WHEREAS, the parties desire to amend certain of the terms of the
Employment Agreement;

      NOW,  THEREFORE,  in  consideration of the mutual covenants and agreements
contained herein, the parties agree as follows:

1.   Section  3.1.  Section  3.1 shall be amended to delete  Section  3.1 in its
     entirety and insert the following in its place:

      The Company shall pay Employee during the Term of this Agreement an annual
      base salary,  payable bi-weekly.  The annual base salary will initially be
      Two Hundred Sixty Thousand and no/100 Dollars ($260,000.00).

2.   Section 3.2.  The last  sentence of Section 3.2 shall be amended to read as
     follows:  "Employee's  annual  bonus is  established  at 60% of annual base
     salary if all objectives and goals are met."

3.   Section 4. The first two sentences of Section 4 shall be amended to read as
     follows:  "The  initial  term of this  Agreement  will be for two (2) years
     commencing  as of the date  hereof  ("Term").  From the date  hereof,  this
     Agreement will automatically renew from month-to-month such that there will
     always be two (2) years  remaining  in the Term,  unless  and until  either
     party shall give at least sixty (60) days notice to the other of her or its
     desire to terminate the  Agreement  (in such case,  the Term shall end upon
     the date indicated in such notice)."

4.   Section 5.4.  Section 5.4 is hereby amended to add subsections (iv) and (v)
     which shall read as follows:

     (iv)   any   material   reduction   in   Employee's   positions,    duties,
     responsibilities, powers or reporting relationships; and

      (v)  subsequent  to the  occurrence of a Change of Control of the Company,
      any requirement to relocate to another city, state or country.

<PAGE>

5.   Section  5.6.  Section  5.6 shall be amended to delete  Section  5.6 in its
     entirety and insert the following in its place:

      If this  Agreement is terminated by the Company under Section 4 or Section
      5.3, the Company shall pay Employee a  termination  fee in an amount equal
      to two (2) times the  aggregate  amount of her annual base salary plus her
      targeted   annual  bonus  plus  the  annual  value  of  her  benefits  and
      perquisites.  Such  termination  fee  will be paid  in a lump  sum  within
      fifteen  (15)  days from the date of  termination.  If this  Agreement  is
      terminated by Employee  under Section 5.4, the Company will pay Employee a
      termination fee equal to one (1) times the aggregate  amount of her annual
      base salary plus her  targeted  annual  bonus plus the annual value of her
      benefits and perquisites.  Such termination fee will be paid in a lump sum
      within fifteen (15) days from the date of termination. In addition, if the
      Company  terminates this Agreement under Section 4 or Employee  terminates
      this  Agreement  under Section 5.3 or Section 5.4, all options to purchase
      shares of the  Company  and/or  stock  awards  that have been  granted  to
      Employee,  but not  yet  vested,  will  immediately  vest  on the  date of
      termination  and Employee will be entitled to exercise all options held by
      the Employee for a period of six (6) months after the date of  termination
      in accordance with the plans and agreements relating to such options.

6.   Section 5.7. A new Section 5.7 shall be added which shall read as follows:

     The Company  shall be  responsible  for any  gross-up  payment  required to
     off-set  any  excise  taxes  placed on  Employee  if any  payments  made to
     Employee under this Section 5 are considered  "parachute  payments"  within
     the meaning of Section 280g of the Internal Revenue Code.

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  and  defined  terms  shall  have the same
     meaning  as that  accorded  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 the  Amendment  shall
     control.
<PAGE>

      IN WITNESS  WHEREOF,  each of the parties  hereto has duly  executed  this
Amendment as of the date first written above.

                                    ICG COMMUNICATIONS, INC.



                                                --------------------------
                                    Name:      /s/ William S. Beans, Jr.
                                                --------------------------
                                    Title:      President & COO
                                                --------------------------



                                                /s/ Carla J. Wolin
                                                --------------------------
                                                 Carla J. Wolin

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