Icg Communications Inc/DE – ‘8-K’ for 5/21/02 – EX-2

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         5±    23K 
 2: EX-2        Ex 2.1 Confirmation Order                             96±   416K 
 3: EX-2        Ex 2.2 Plan of Reorganization                        363±  1.96M 
 4: EX-2        Ex 2.3 Disclosure Statement                          510±  2.60M 
 5: EX-13       Ex 13.1 10Q                                           32    178K 
 6: EX-99       Ex 99.1 Press Release                                  2±     9K 

EX-2   —   Ex 2.3 Disclosure Statement
Exhibit Table of Contents

EX-2
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IN THE UNITED STATES BANKRUPTCY COURT     

FOR THE DISTRICT OF DELAWARE    

- - - - - - - - - - - - - - - - - - - - - - - - - x                             
                                   :  Chapter 11
In re:                                             :                            
                       :
ICG COMMUNICATIONS, INC., et al.,                  :  Case No. 00-4238 (PJW)    
-- --                       
                       :
                     Debtors.                :  Jointly Administered
                       :
- - - - - - - - - - - - - - - - - - - - - - - - - x                             

DISCLOSURE STATEMENT WITH RESPECT TO SECOND AMENDED     
JOINT PLAN OF REORGANIZATION OF ICG COMMUNICATIONS, INC.    
AND ITS AFFILIATED DEBTORS AND DEBTORS IN POSSESSION    
----------------------------------------------------    

David S. Kurtz                                                                  
Timothy R. Pohl                                                                 
Rena M. Samole                                                                  
SKADDEN, ARPS, SLATE, MEAGHER                                                   
& FLOM (ILLINOIS)                                                     
333 West Wacker Drive                                                           
Chicago, Illinois  60606-1285                                                   
(312) 407-0700                                                                  

- and -                                                       

Gregg M. Galardi (I.D. No. 2991)                                                
SKADDEN, ARPS, SLATE, MEAGHER                                                   
& FLOM LLP                                                    
One Rodney Square                                                               
P.O. Box 636                                                                    
Wilmington, Delaware 19899                                                      
(302) 651-3000                                                                  

Counsel for Debtors and Debtors in Possession                                   
Dated as of: April 3, 2002                                                      

DISCLAIMER    

             THE INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT IS
INCLUDED HEREIN FOR PURPOSES OF SOLICITING ACCEPTANCES OF THE SECOND            
AMENDED JOINT PLAN OF REORGANIZATION (THE "PLAN") OF ICG COMMUNICATIONS,        
INC. AND ITS AFFILIATED DEBTORS AND DEBTORS IN POSSESSION AND MAY NOT BE        
RELIED UPON FOR ANY PURPOSE OTHER THAN TO DETERMINE HOW TO VOTE ON THE          
PLAN. NO PERSON MAY GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS, OTHER     
THAN THE INFORMATION AND REPRESENTATIONS CONTAINED IN THIS DISCLOSURE           
STATEMENT, REGARDING THE PLAN OR THE SOLICITATION OF ACCEPTANCES OF THE         
PLAN.                                                                           

         ALL CREDITORS ARE ADVISED AND ENCOURAGED TO READ THIS
DISCLOSURE STATEMENT AND THE PLAN IN THEIR ENTIRETY BEFORE VOTING TO ACCEPT     
OR REJECT THE PLAN. PLAN SUMMARIES AND STATEMENTS MADE IN THIS DISCLOSURE       
STATEMENT ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO THE PLAN AND THE      
EXHIBITS AND SCHEDULES ANNEXED TO THE PLAN AND THIS DISCLOSURE STATEMENT.       
THE STATEMENTS CONTAINED IN THIS DISCLOSURE STATEMENT ARE MADE ONLY AS OF       
THE DATE HEREOF, AND THERE CAN BE NO ASSURANCE THAT THE STATEMENTS              
CONTAINED HEREIN WILL BE CORRECT AT ANY TIME AFTER THE DATE HEREOF.             

             THIS DISCLOSURE STATEMENT HAS BEEN PREPARED IN ACCORDANCE
WITH SECTION 1125 OF THE UNITED STATES BANKRUPTCY CODE AND RULE 3016 OF THE     
FEDERAL RULES OF BANKRUPTCY PROCEDURE AND NOT NECESSARILY IN ACCORDANCE         
WITH FEDERAL OR STATE SECURITIES LAWS OR OTHER NON-BANKRUPTCY LAW. THIS         
DISCLOSURE STATEMENT HAS BEEN NEITHER APPROVED NOR DISAPPROVED BY THE           
SECURITIES AND EXCHANGE COMMISSION (THE "SEC"), NOR HAS THE SEC PASSED UPON     
THE ACCURACY OR ADEQUACY OF THE STATEMENTS CONTAINED HEREIN. PERSONS OR         
ENTITIES TRADING IN OR OTHERWISE PURCHASING, SELLING OR TRANSFERRING            
SECURITIES OR CLAIMS OF ICG COMMUNICATIONS, INC. OR ANY OF THE AFFILIATED       
DEBTORS AND DEBTORS-IN-POSSESSION IN THESE CASES SHOULD EVALUATE THIS           
DISCLOSURE STATEMENT AND THE PLAN IN LIGHT OF THE PURPOSE FOR WHICH THEY        
WERE PREPARED.                                                                  

            AS TO CONTESTED MATTERS, ADVERSARY PROCEEDINGS AND OTHER
ACTIONS OR THREATENED ACTIONS, THIS DISCLOSURE STATEMENT SHALL NOT              
CONSTITUTE OR BE CONSTRUED AS AN ADMISSION OF ANY FACT OR LIABILITY,            
STIPULATION OR WAIVER, BUT RATHER AS A STATEMENT MADE IN SETTLEMENT             
NEGOTIATIONS. THIS DISCLOSURE STATEMENT SHALL NOT BE ADMISSIBLE IN ANY          
NON-BANKRUPTCY PROCEEDING NOR SHALL IT BE CONSTRUED TO BE CONCLUSIVE ADVICE     
ON THE TAX, SECURITIES OR OTHER LEGAL EFFECTS OF THE PLAN AS TO HOLDERS OF      
CLAIMS AGAINST, OR EQUITY INTERESTS IN, ICG COMMUNICATIONS, INC. OR ANY OF      
THE AFFILIATED DEBTORS AND DEBTORS-IN-POSSESSION IN THESE CASES.                

OVERVIEW OF THE PLAN AND CHAPTER 11 CASES                                       

           This Disclosure Statement contains, among other things,
descriptions and summaries of provisions of the Second Amended Joint Plan       
of Reorganization of ICG Communications, Inc. and its Affiliated Debtors        
and Debtors in Possession, dated as of April 3, 2002 (the "Plan").              

       The following introduction and summary is a general
overview only, which is qualified in its entirety by, and should be read in     
conjunction with, the more detailed discussions, information and financial      
statements and notes thereto appearing elsewhere in this Disclosure             
Statement and the Plan. All capitalized terms not defined in this               
Disclosure Statement have the meanings ascribed to such terms in the Plan.      
A copy of the Plan is annexed hereto as Appendix A.                             

A.                Business Overview                                             

       ICG Communications, Inc. ("ICG") and its direct and
indirect subsidiaries (together with ICG, the "Company"), are a                 
facilities-based nationwide communications provider that, based upon            
revenue and customer lines in service, are one of the largest competitive       
communications companies in the United States. Specifically, the Company is     
focused on providing data and voice services to Internet service providers,     
telecommunication carriers and corporate customers. In 2001, the Company        
had revenue of approximately $499.6 million.                                    

      The Debtors' operations are structured through two
principal groups of operating entities owned by the Debtors' ultimate           
parent corporation, ICG. The first group of operating companies is owned        
directly or indirectly by ICG Holdings, Inc. ("ICG Holdings"), including        
ICG Telecom Group, Inc. ("ICG Telecom" and, together with ICG, ICG Holdings     
and ICG Telecom's subsidiaries, the "Holdings Debtors"). The second group       
of operating companies is owned directly by ICG Services, Inc. ("ICG            
Services"), including ICG Equipment, Inc. ("ICG Equipment") and ICG             
NetAhead, Inc. ("ICG NetAhead" and, together with ICG Services, ICG             
Equipment and ICG Mountain View, Inc., the "Services Debtors"). The             
Holdings Debtors own significant network assets and are the primary             
providers of telecom services to the Company's customers. The Services          
Debtors also own significant network assets, which are primarily leased to      
and utilized by the Holdings Debtors in providing services to customers.        

            As discussed more fully below, the Company experienced a
liquidity crisis in the latter part of 2000, which ultimately led to the        
commencement, on November 14, 2000 (the "Petition Date"), of the                
reorganization cases (the "Chapter 11 Cases") under Chapter 11 of the           
United States Bankruptcy Code for ICG and certain of ICG's direct and           
indirect subsidiaries (collectively, the "Debtors"). Prior to the Petition      
Date, the Debtors dramatically expanded their network facilities, resulting     
in the incurrence of significant costs and obligations, as well as certain      
operational difficulties associated with the deployment of new technology.      
In the midst of this expansion, funding from the capital markets for the        
telecommunications industry became constricted, which prevented the Debtors     
from funding the completion of their ongoing network expansion. As a            
result, the Debtors' balance sheet was significantly over-leveraged             
relative to their existing operations, requiring a financial and                
operational restructuring that the Debtors concluded could best be achieved     
through the Chapter 11 reorganization process.                                  

B.       Operational Restructuring During the Chapter 11 Cases and              
Exploration of Strategic  Alternatives                        

        During the Chapter 11 Cases, the Company pursued two
parallel paths in an effort to maximize the value of the Company's              
businesses and assets for the benefit of the Company's constituencies.          
First, the Company, assisted by its investment banker, Dresdner Kleinwort       
Wasserstein, Inc. ("DrKW"), explored opportunities for a sale of all or         
part of the Company, as well as for new investments in the Company. Despite     
efforts in this regard, no third party made any committed proposal for an       
acquisition, merger, or other similar transaction that the Debtors believed     
reflected the fair value of the Company's businesses. As discussed below,       
however, the Debtors did obtain commitments for $65 million of new              
financing by a group of financial institutions, to provide additional           
liquidity to Reorganized ICG.                                                   

    Second, during the Chapter 11 Cases, the Company
significantly restructured its operations, refocused its business               
strategies, restructured arrangements with key third parties in the             
industry, and eliminated expenses. As a result of this operational              
restructuring, coupled with the restructuring of Claims and Interests           
contemplated by the Plan, the Company believes that it will be well             
positioned to compete successfully in its industry in the future.               

C.       General Structure of the Plan                                          

           On December 19, 2001, the Debtors filed a joint plan of
reorganization and accompanying disclosure statement. On February 25, 2002,     
the Debtors filed their first amended joint plan of reorganization and          
accompanying disclosure statement. As a result of ongoing negotiations,         
changes have been made to these documents, which are embodied in the Plan       
and this Disclosure Statement.                                                  

             The Plan is premised upon the strategic business plan for
the Company going forward prepared by ICG's management and financial            
advisors (the "Business Plan"). The Business Plan is discussed in Section       
IV.I, and the accompanying pro forma financial projections through December     
31, 2005 (the "Projections") are set forth in Appendix D. While the Company     
believes that the Business Plan and Projections are reasonable and              
appropriate, they include a number of assumptions that may differ from          
actual results and are subject to a number of risk factors. See Section VI      
and Appendix D.                                                                 

           The Plan provides for the Company's balance sheet to be
restructured by (i) paying in cash $25 million of the obligations               
outstanding to the holders of Secured Lender Claims against the Services        
Debtors from the proceeds of the New Senior Subordinated Term Loan (defined     
and described below) and converting the balance of such obligations             
(approximately $59.6 million) to new secured debt of Reorganized ICG (the       
"New Secured Notes") and (ii) converting General Unsecured Claims (which        
are estimated to aggregate $2.5 billion), which include the Claims of the       
holders of the publicly held unsecured debentures issued by various             
Debtors, into 100% of the newly issued common stock of Reorganized ICG (the     
"New Common Shares"), subject to dilution from the conversion of the New        
Convertible Notes into New Common Shares, the exercise of the New Holdings      
Creditor Warrants, the Management Options, and the warrants to be issued in     
connection with the Exit Financing (each as discussed herein). The terms of     
the New Secured Notes and certain other securities to be issued under the       
Plan are described in Section V.F. There will be no recovery for holders of     
existing preferred or common equity securities of the Company, whose            
Interests will be cancelled.                                                    

   The Plan contains separate Classes and proposed
recoveries for the holders of Claims against Interests in the Holdings          
Debtors and the Services Debtors, respectively. The Plan does not provide       
for the substantive consolidation of the Holdings Debtors and the Services      
Debtors. The Plan does provide for the substantive consolidation of the         
Estates that comprise the Holdings Debtors, and the Estates that comprise       
the Services Debtors. See Section V.A for a discussion of intercompany          
claims and other issues between the Holdings Debtors and the Services           
Debtors, the proposed consolidation of the Estates that comprise the            
Holdings Debtors and the Estates that comprise the Services Debtors, and        
the basis for the distributions being proposed for holders of General           
Unsecured Claims against the Holdings Debtors and Services Debtors,             
respectively, which proposed distributions are summarized below.                

            Under the Plan, eight (8) million New Common Shares will
be issued to holders of Allowed General Unsecured Claims. Holders of            
Allowed General Unsecured Claims against the Holdings Debtors, which are        
classified in Class H-4, will receive a Pro Rata share of the Class H-4         
Stock Pool, and holders of Allowed General Claims against the Services          
Debtors, which are classified in Class S-4, will receive a Pro Rata share       
of the Class S-4 Stock Pool. The New Common Shares to be distributed to         
holders of Allowed General Unsecured Claims will be allocated to the Class      
H-4 and Class S-4 Stock Pools based upon the aggregate amount of Allowed        
General Unsecured Claims in Class H-4 and S-4, respectively. Based upon the     
Debtors' estimates of the amount of General Unsecured Claims that               
ultimately will become Allowed, the Debtors estimate that approximately 56%     
of Allowed General Unsecured Claims are against the Holdings Debtors, and       
thus in Class H-4, and approximately 44% of Allowed General Unsecured           
Claims are against the Services Debtors, and thus in Class S-4. In              
addition, in consideration of certain intercompany claim issues (as             
discussed in Section V.A), an additional 3.5% of the New Common Shares will     
be allocated to the Class H-4 Stock Pool. As a result, the Debtors estimate     
that a total of approximately 59.5% of the New Common Shares will be placed     
in the Class H-4 Stock Pool and a total of approximately 40.5% of the New       
Common Shares will be placed in the Class S-4 Stock Pool.                       

          In addition, if Class H-4 accepts the Plan, holders of
Allowed Claims in Class H-4 will also receive their Pro Rata share of the       
New Holdings Creditor Warrants, which are 5 year warrants to purchase           
800,000 additional New Common Shares (approximately ten percent (10%) of        
the aggregate amount of New Common Shares to be issued and outstanding on       
the Effective Date), at a strike price of $20.00 per share. This price is       
based upon an implied total equity value of Reorganized ICG of $160 million     
(prior to conversion of the New Convertible Notes, which are discussed          
below). If Class H-4 does not accept the Plan, the New Holdings Creditor        
Warrants will not be issued.                                                    

           The Plan also provides for separate Classes for holders
of unsecured Claims against the Holdings Debtors and the Services Debtors       
up to the amount of $5,000, or unsecured Claims that are reduced to $5,000      
by the election of the holders thereof to reduce all of their unsecured         
Claims in the aggregate to $5,000. These Claims ("Convenience Claims") are      
classified in Classes H-3 and S-3, respectively. Under the Plan, holders of     
Allowed Convenience Claims will receive a distribution of Cash equal to         
fifty percent (50%) of the amount of such Claims.                               

D.       Exit Financing                                                         

            The Plan is also premised upon Reorganized ICG obtaining
$65 million of new financing on the Effective Date (the "Exit Financing").      
The Exit Financing is comprised of two components: (i) a $25 million senior     
subordinated secured term loan (the "New Senior Subordinated Term Loan"),       
the proceeds of which will be utilized to repay $25 million of Secured          
Lender Claims, and (ii) the issuance by Reorganized ICG of $40 million of       
unsecured convertible notes (the "New Convertible Notes"), the proceeds of      
which will be utilized by Reorganized ICG for general working capital and       
corporate purposes.                                                             

             The New Senior Subordinated Term Loan will be arranged by
Cerberus Capital Management, L.P. ("CCM"), and the New Convertible Notes        
will be purchased by a group of financial institutions, including CCM,          
which will purchase $35 million of the New Convertible Notes. CCM is a          
member of the Creditors' Committee. The terms and conditions of the New         
Convertible Notes and the New Senior Subordinated Term Loan are set forth       
in the commitment letters and termsheets attached to the Plan as Exhibits G     
and H, respectively, and the principal terms and conditions are summarized      
in Section V.G of this Disclosure Statement. A general overview of the          
principal terms and conditions is set forth below.                              

    Among other terms and conditions, the New Senior
Subordinated Term Loan (i) shall be subordinated to the New Secured Notes,      
(ii) shall be secured by liens on substantially all assets of the Company,      
junior to the liens securing the New Secured Notes, (iii) shall mature four     
(4) years from the Effective Date of the Plan, (iv) shall have no               
amortization prior to maturity, and (v) shall bear interest at the rate of      
fourteen percent (14%) per annum, payable monthly in arrears. The lenders       
of the New Senior Subordinated Term Loan shall also receive a closing fee       
in the form of warrants to purchase 200,000 additional New Common Shares,       
on substantially the same terms as the New Holdings Credit Warrants, as set     
forth in Section V.G.                                                           

         Among other terms and conditions, the New Convertible
Notes (i) shall be unsecured, (ii) shall be subordinated to the New Secured     
Notes and the New Senior Subordinated Term Loan, (iii) if Class H-4 accepts     
the Plan, shall be convertible into 2.25 million New Common Shares (22% of      
the issued and outstanding New Common Shares on the Effective Date) at the      
rate of 56.25 shares for each $1,000 principal amount of New Convertible        
Notes (which is based upon a pre-conversion total equity value for the          
Company of $160 million) and (iv) shall be issued with non-detachable           
shares of preferred stock of Reorganized ICG with an aggregate liquidation      
preference of $10,000 and voting rights with the holders of New Common          
Shares equal to the voting rights of the New Common Shares into which the       
New Convertible Notes convert. If Class H-4 does not accept the Plan, and       
thus the New Holdings Creditor Warrants are not issued, the New Convertible     
Notes shall be convertible into 2.05 million New Common Shares (20.4% of        
the issued and outstanding New Common Shares on the Effective Date) at the      
rate of 51.25 shares for each $1,000 principal amount of New Convertible        
Notes.                                                                          

           In addition, as set forth in Plan Exhibit G and Section
V.J, the terms of the Exit Financing and the Plan entitle: CCM to appoint       
five (5) directors of Reorganized ICG's Board of Directors; W.R. Huff Asset     
Management Co., L.L.C. ("Huff"), a large holder of General Unsecured Claims     
and a member of the Creditors' Committee, to appoint two (2) directors; the     
Creditors' Committee to appoint one (1) director; and the Reorganized ICG's     
Chief Executive Officer to be a director. In addition, certain actions of       
the Board will require the approval of a supermajority of the Board.            

     The Exit Financing remains subject to a number of
conditions precedent, including final documentation and the approval by the     
Bankruptcy Court of certain break-up fee and expense reimbursement              
provisions, and there can be no assurance that those conditions will be         
satisfied. It is a condition to the Effective Date of the Plan that the         
Exit Financing be consummated.                                                  

E.       Summary of Treatment of Claims and Interests Under the Plan            

          As contemplated by the Bankruptcy Code, Administrative
Claims and Priority Tax Claims are not classified under the Plan. Allowed       
Administrative Claims are to be paid in full on the Effective Date, or, for     
ordinary course Administrative Claims, when such claims become due. See         
Section V.B. for a summary of the treatment proposed under the Plan for         
Administrative Claims and Priority Tax Claims.                                  

The estimated amount of non-ordinary course 
Administrative Claims to be incurred during the Chapter 11 Cases (including     
accrued but unpaid professional fees), which includes estimated payment for     
cure amounts with respect to assumed contracts and leases, is estimated to      
be $18.9 million against the Holdings Debtors and $12.4 million against the     
Services Debtors. The estimated amount of Priority Tax Claims is $7.9           
million against the Holdings Debtors, and $1.2 million against the Services     
Debtors.                                                                        

     The table below summarizes the classification and
treatment of the prepetition Claims and Interests under the Plan. For           
certain classes of Claims, estimated percentage recoveries are also set         
forth below. Estimated percentage recoveries have been calculated based         
upon a number of assumptions, including the value ascribed to the New           
Securities to be issued under the Plan, for purposes of the Plan, as            
discussed below and in Section IX.                                              

        Based, in part, on information provided to it by the
Company, DrKW has evaluated the enterprise value of the Company. DrKW's         
valuation establishes the value of the Company on a going concern basis as      
between $350 million and $500 million. This valuation of the Company            
results in a valuation of the New Common Shares to be issued under the          
Plan, in the aggregate, between approximately $142 million and $292 million     
(with a midpoint of $217 million), which is derived by subtracting from the     
Company's enterprise value the projected funded debt (prior to the New          
Convertible Notes) on the pro forma balance sheet for the Company on the        
Effective Date, as set forth in Appendix D. DrKW has also ascribed a value      
to the New Holdings Creditor Warrants of approximately $7-11 million, which     
is based upon a Black-Scholes analysis. The New Secured Notes are valued at     
par. As set forth above, the New Convertible Notes provide for conversion       
to New Common Shares based upon an implied total equity value of $160           
million (pre-conversion), which corresponds to an implied total enterprise      
value of $413 million. These valuations are based on numerous assumptions,      
including, among other things, an assumption that the operating results         
projected for Reorganized ICG will be achieved in all material respects,        
including revenue growth and improvements in operating margins, earnings,       
and cash flow. The valuation assumptions also consider, among other             
matters, (i) market valuation information concerning certain publicly           
traded securities and privately negotiated transactions of certain other        
companies that are considered relevant, (ii) certain general economic,          
capital markets, and industry information considered relevant to the            
business of Reorganized ICG, and (iii) such other investigations and            
analysis deemed necessary or appropriate. The valuation assumptions are not     
a prediction or reflection of post-Confirmation trading prices of any of        
the New Securities. Such securities may trade at substantially higher or        
lower prices because of a number of factors, including those discussed in       
Section VI. The trading prices of securities issued under a plan of             
reorganization are subject to many unforeseeable circumstances and              
therefore cannot be predicted.                                                  

          In addition, for certain Classes of Claims, the actual
amounts of Allowed Claims could materially exceed or could be materially        
less than the estimated amounts shown in the table that follows. The            
Debtors do not anticipate having reviewed and fully analyzed all Proofs of      
Claim filed in these cases by the Confirmation Date. Estimated Claim            
amounts for each Class set forth below are based upon the Debtors' review       
of their books and records and of certain Proofs of Claim, and include          
estimates of a number of Claims that are contingent, disputed, and/or           
unliquidated. With respect to Class H-4 and Class S-4, if the aggregate         
amount of General Unsecured Claims that are ultimately Allowed exceeds the      
Debtors' estimates, or if the percentage of such Claims that are Allowed        
against the Holdings Debtors or the Services Debtors, respectively, differs     
from the Debtors' estimates, the estimated percentage recovery set forth        
below for holders of Class H-4 and/or Class S-4 Claims would be reduced.        
Accordingly, for these reasons, no representation can be or is being made       
with respect to whether the estimated percentage recoveries shown in the        
table below for Class H-4 and Class S-4 will actually be realized by the        
holders of Allowed Claims in that Class.                                        

Classification of Holdings Debtors' Claims and Interests    
--------------------------------------------------------    

Class Description                      Treatment Under Plan                     
-----------------                      --------------------                     

Class H-1 - Other Priority             Class H-1 consists of all Claims         
   Claims Against the         entitled to priority against the
       Holdings Debtors           Holdings Debtors pursuant to section
                                 507(a) of the Bankruptcy Code other
                         than Priority Tax Claims or
                    Administrative Claims.
                              Under the Plan, on or as soon as
                               reasonably practicable after, the
                            latest of (i) the Distribution
                                Date, (ii) the date such Class H-1
Estimated Allowed Claims:              Claim  becomes  an Allowed  Class H-1    
Approximately $0.3 million             Claim,  or (iii) the date such Class     
                                H-1 Claim becomes payable pursuant
                                 to any agreement between a Holdings
                                 Debtor and the holder of such Class
                                  H-1 Claim, each holder of an Allowed
                              Class H-1 Claim will receive, in
                            full satisfaction, settlement,
                             release and discharge of and in
                                 exchange for such Allowed Class H-1
                                Claim (x) Cash equal to the unpaid
                               portion of such Allowed Class H-1
                                  Claim or (y) such other treatment as
                               to which a Debtor and such holder
                                shall have agreed upon in writing.
                                 Class H-1 Claims are Unimpaired and
                               therefore not entitled to vote on
                            the Plan. Estimated Percentage
             Recovery: 100%.

Class H-2 - Other Secured              Class H-2 consists of separate           
          Claims Against the         subclasses of claims against a Holdings
         Holdings Debtor            Debtor that are secured by a lien upon
                                  property in which a Holdings Debtors
                                   Estate has an interest, to the extent
                                of the value of the Claim holders'
                                    interest in a Holdings Debtor Estate's
                                      interest in such property, as determined
                               pursuant to section 506(a) of the
Estimated Allowed Claims:              Bankruptcy Code, against the Holdings    
Approximately $1.1 million.            Debtors.  Each subclass is deemed to be  
                                     a separate class for all purposes under
                  the Bankruptcy Code.

                               On the Effective Date, the legal,
                                 equitable and contractual rights of
                             holders of an Allowed Class H-2
                                Claim shall be Reinstated, subject
                                  to the provisions of Article VIII of
                             the Plan. The Holdings Debtors'
                                 failure to object to any such Class
                                H-2 Claims in the Chapter 11 Cases
                               shall be without prejudice to the
                               rights of the Holdings Debtors or
                                the Reorganized Debtors to contest
                              or otherwise defend against such
                                 Claim in the appropriate forum when
                               and if such Claim is sought to be
                            enforced by the holder of such
                            Claim. Notwithstanding section
                               1141(c) or any other provision of
                                  the Bankruptcy Code, all prepetition
                               liens on property of any Holdings
                                Debtor held by or on behalf of the
                                  Class H-2 Claim holders with respect
                              to such Claims shall survive the
                            Effective Date and continue in
                             accordance with the contractual
                                terms of the underlying agreements
                                  with such Claim holders until, as to
                                 each such Claim holder, the Allowed
                            Claims of such Class H-2 Claim
                                 holder are paid in full, subject to
                               the provisions of Article VIII of
                              the Plan. Nothing in the Plan or
                          elsewhere shall preclude the
                             Holdings Debtors or Reorganized
                          Debtors from challenging the
                                 validity of any alleged lien on any
                               asset of a Holdings Debtor or the
                                 value of such collateral. Class H-2
                                 Claims are Unimpaired and therefore
                               not entitled to vote on the Plan.
                                  Estimated Percentage Recovery: 100%.

Class H-3 - Convenience                Class H-3 consists of any unsecured      
        Claims Against             Claim against a Holdings Debtor in an
       the Holdings               amount equal to or less than $5,000.
        Debtors                    Holders of unsecured Claims in excess
                                      of $5,000 may, by an irrevocable written
                                 election made on a validly executed
                                 and timely delivered ballot, reduce
                            all of such holder's unsecured
                                Claims to $5,000 in the aggregate,
                                and thus have such reduced, single
                            Claim classified in Class H-3.
Estimated Allowed Claims:                                                       
Approximately $1.6 million.           Under the Plan, on or as soon as        
                              reasonably practicable after the
                               Effective Date, each holder of an
                           Allowed Class H-3 Claim shall
                            receive, in full satisfaction,
                                settlement, release, and discharge
                                of an in exchange for such Allowed
                                  Class H-3 Claim, Cash equal to fifty
                                 percent (50%) of the amount of such
                                 Allowed Claim. Class H-3 Claims are
                                  Impaired and entitled to vote on the
                                  Plan. Estimated Percentage Recovery:
  50%.

Class H-4 -  General Unsecured         Class H-4 consists of any Claim          
      Claims Against the        against a Holdings Debtors that is
Holdings Debtors          not an Administrative Claim,
                                Priority Tax Claim, Other Priority
                         Claim, Other Secured Claim,
                                Subordinated Claim, Secured Lender
                          Claim, or Convenience Claim.

Estimated Allowed Claims:              Under the Plan, on the Effective         
Approximately $1.4 billion.            Date or as soon as reasonably            
                             practicable after the Effective
                             Date, each holder of an Allowed
                               Class H-4 Claim shall receive, in
                            full satisfaction, settlement,
                             release and discharge of and in
                                 exchange for such Allowed Class H-4
                              Claim: (x) its Pro Rata share of
                               100% of the Class H-4 Stock Pool;
                            plus (y) if Class H-4 votes to
                                 accept the Plan, its Pro Rata Share
                                  of 100% of the New Holdings Creditor
                                  Warrants. If Class H-4 votes against
                                the Plan, holders of Allowed Class
                                  H-4 Claims shall not receive the New
                                 Holdings Creditor Warrants and such
                                 warrants shall not be issued. Class
                               H-4 Claims are Impaired under the
                              Plan and entitled to vote on the
                                 Plan. Estimated Percentage Recovery
                                 (based upon an assumed total equity
                                value of $160 million and assuming
                                that Class H-4 votes to accept the
           Plan): 7.44%.

Class H-5 - ICG Interests and          Class H-5 consists of all ICG            
 Subordinated               Interests and all Subordinated
       Claims Against the         Claims against the Holdings Debtors.
      Holdings Debtors           Under the Plan, the holders of such
                           Claims or Interests shall not
                               receive or retain any property on
                                 account of such Claim or Interests.
                               On the Effective Date, all of the
                           ICG Interests shall be deemed
                               cancelled and extinguished. Class
                            H-5 Interests and Subordinated
                                  Claims are Impaired and will receive
                                no distribution under the Plan and
                                are therefore deemed to reject the
                                  Plan and are not entitled to vote on
                            the Plan. Estimated Percentage
           Recovery: 0%.

Classification of Services Debtors' Claims and Interests    
--------------------------------------------------------    

Class Description                       Treatment Under Plan                    
-----------------                       --------------------                    

Class S-1 - Other Priority             Class S-1 consists of all Claims         
            Claims Against the         entitled to priority against the Services
        Services Debtors           Debtors pursuant to section 507(a) of
                                     the Bankruptcy Code other than Priority
                                  Tax Claims or Administrative Claims.
                              Under the Plan, on or as soon as
                               reasonably practicable after, the
                                  latest of (i) the Distribution Date,
                          (ii) the date such Class S-1
Estimated Allowed Claims:              Claim becomes an Allowed Class S-1       
Approximately $0.0 million             Claim, or (iii) the date such Class S-1  
                               Claim becomes payable pursuant to
                              any agreement between a Services
                                 Debtor and the holder of such Class
                                  S-1 Claim, each holder of an Allowed
                              Class S-1 Claim will receive, in
                            full satisfaction, settlement,
                             release and discharge of and in
                                 exchange for such Allowed Class S-1
                                Claim (x) Cash equal to the unpaid
                               portion of such Allowed Class S-1
                                  Claim or (y) such other treatment as
                                 to which a Services Debtor and such
                              holder shall have agreed upon in
                           writing. Class S-1 Claims are
                          Unimpaired and therefore not
                           entitled to vote on the Plan.
                                  Estimated Percentage Recovery: 100%.

Class S-2 - Other Secured              Class S-2 consists of separate subclasses
           Claims Against the         of claims against a Services Debtor that
         Services Debtors           are secured by a lien upon property in
                                which a Services Debtor Estate has
                               an interest, to the extent of the
                                  value of the Claim holders' interest
                           in a Services Debtor Estate's
                           interest in such property, as
                                   determined pursuant to section 506(a)
Estimated Allowed Claims:              of the Bankruptcy Code, against the      
Approximately $0.0 million.            Services Debtors. Each subclass is       
                               deemed to be a separate class for
                                     all purposes under the Bankruptcy Code.
                               On the Effective Date, the legal,
                                 equitable and contractual rights of
                                 holders of Allowed Class S-2 Claims
                                 shall be Reinstated, subject to the
                               provisions of Article VIII of the
                                  Plan. The Debtors' failure to object
                                 to any such Class S-2 Claims in the
                               Chapter 11 Cases shall be without
                            prejudice to the rights of the
                                 Services Debtors or the Reorganized
                             Debtors to contest or otherwise
                              defend against such Claim in the
                                appropriate forum when and if such
                               Claim is sought to be enforced by
                       the holder of such Claim.
                                Notwithstanding section 1141(c) or
                        any other provision of the
                              Bankruptcy Code, all prepetition
                               liens on property of any Services
                                Debtor held by or on behalf of the
                                  Class S-2 Claim holders with respect
                              to such Claims shall survive the
                            Effective Date and continue in
                             accordance with the contractual
                                terms of the underlying agreements
                                  with such Claim holders until, as to
                                 each such Claim holder, the Allowed
                            Claims of such Class S-2 Claim
                                 holder are paid in full, subject to
                               the provisions of Article VIII of
                              the Plan. Nothing in the Plan or
                          elsewhere shall preclude the
                             Services Debtors or Reorganized
                          Debtors from challenging the
                                 validity of any alleged lien on any
                               asset of a Debtor or the value of
                               such collateral. Class S-2 Claims
                              are Unimpaired and therefore not
                           entitled to vote on the Plan.
                                  Estimated Percentage Recovery: 100%.

Class S-3 - Convenience                Class S-3 consists of any unsecured      
        Claims Against             Claim against a Services Debtor in an
       the Services               amount equal to or less than $5,000.
        Debtors                    Holders of unsecured Claims in excess
                              of $5,000 may, by an irrevocable
                                written election made on a validly
                           executed and timely delivered
                                 ballot, reduce all of such holder's
                               unsecured Claims to $5,000 in the
                           aggregate, and thus have such
                                 reduced, single Claim classified in
        Class S-3.

Estimated Allowed Claims:                                                       
Approximately $0.6 million.           Under the Plan, on or soon as           
                              reasonably practicable after the
                               Effective Date, each holder of an
                           Allowed Class S-3 Claim shall
                            receive, in full satisfaction,
                                settlement, release, and discharge
                                 of and in exchange for such Allowed
                                  Class S-3 Claim, Cash equal to fifty
                                 percent (50%) of the amount of such
                                 Allowed Claim. Class S-3 Claims are
                                  Impaired and entitled to vote on the
                                  Plan. Estimated Percentage Recovery:
  50%.

Class S-4 -  General Unsecured         Class S-4 consists of any Claim          
      Claims Against the        against a Services Debtors that is
Services Debtors          not an Administrative Claim,
                                Priority Tax Claim, Other Priority
                         Claim, Other Secured Claim,
                                Subordinated Claim, Secured Lender
                          Claim, or Convenience Claim.

Estimated Allowed Claims:              Under the Plan, on or soon as            
Approximately $1.1 billion.            reasonably practicable after the         
                               Effective Date, each holder of an
                           Allowed Class S-4 Claim shall
                            receive, in full satisfaction,
                                  settlement, release and discharge of
                              and in exchange for such Allowed
                                 Class S-4 Claim, its Pro Rata share
                                  of 100% of the Class S-4 Stock Pool.
                                 Class S-4 Claims are Impaired under
                                  the Plan and entitled to vote on the
                                 Plan. Estimated Percentage Recovery
                               (based on an assumed total equity
                            value of $160 million): 5.89%.

Class S-5  -  Secured                  Class S-5 consists of all Secured        
      Lender Claims            Claims of the Prepetition Secured
                                 Lenders (as defined herein) arising
                         under or as a result of the
                                 Pre-Petition Credit Facility, which
                           Claims will be deemed Allowed
                                pursuant to the Plan in the amount
                of $84,573,934.84.
Allowed Claims:                                                                 
$84,573,934.84                                                                  
                              Under the Plan, on or as soon as
                              reasonably practicable after the
                               Effective Date, each holder of an
                           Allowed Class S-5 Claim shall
                            receive, in full satisfaction,
                                settlement, release, and discharge
                                 of and in exchange for such Allowed
                                 Class S-5 Claim, its Pro Rata share
                                 of (i) $25 million in Cash and (ii)
                               one-hundred percent (100%) of the
                                 New Secured Notes. Class S-5 Claims
                                  are Impaired and entitled to vote on
                            the Plan. Estimated Percentage
             Recovery: 100%.

Class S-6 -  Services Interests         Class S-6 consists of Services          
   and Subordinated Claims    Interests and all Subordinated
         Against the Holdings       Claims against the Services Debtors.
        Debtors                    Under the Plan, the holders of such
                             Claims or Interests shall not
                                 receive or retain any property on
                                   account of such Claim or Interests.
                                 On the Effective Date, all of the
                                   Services Interests and Subordinated
                                    Claims shall be deemed cancelled and
                                 extinguished. Class S-6 Interests
                                    and Subordinated Claims are Impaired
                                and will receive no distribution
                                under the Plan and are therefore
                                 deemed to reject the Plan and are
                                 not entitled to vote on the Plan.
                                  Estimated Percentage Recovery: 0%.

THE DEBTORS AND THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS 
BELIEVE THAT THE PLAN PROVIDES THE BEST RECOVERIES POSSIBLE FOR HOLDERS OF      
CLAIMS AGAINST THE DEBTORS AND THUS STRONGLY RECOMMEND THAT YOU VOTE TO         
ACCEPT THE PLAN.                                                                

TABLE OF CONTENTS     

                                                                          Page
                                                                          ----
I.  INTRODUCTION.............................................................1  

II.    PLAN VOTING INSTRUCTIONS AND PROCEDURES...............................2  
       A.   Definitions....................................................2
       B.   Notice to Holders of Claims and Interests......................2
       C.   Solicitation Package...........................................3
       D.   Voting Procedures, Ballots and Voting Deadline.................3
E.   Confirmation Hearing and Deadline for Objections to      
            Confirmation...................................................4

III.  HISTORY AND STRUCTURE OF THE DEBTORS...................................4  
       A.   Overview of Business Operations................................4
                   1.       Description of the Company's Businesses........4
                   2.       History........................................5
                   3.       Prepetition Financial Results..................7
       B.   Capital Structure of the Company...............................9
                   1.       Prepetition Equity.............................9
                   2.       Material Prepetition Debt Obligations.........10
       C.   Corporate Structure of the Company............................11
                   1.       Current Corporate Structure...................11
                   2.       Board of Directors............................11
                   3.       Senior Officers...............................13
       D.   Events Leading to Commencement of the Chapter 11 Cases........14

IV.  CHAPTER 11 CASES.......................................................15  
       A.   Continuation of Business; Stay of Litigation..................15
       B.   First Day Orders..............................................15
       C.   Debtor in Possession Financing................................16
                   1.       The DIP Facility..............................16
                   2.       Authorization to Use Cash Collateral..........17
       D.   Appointment of Creditors' Committee...........................17
       E.   Other Material Relief Obtained During the Chapter 11 Cases....17
                   1.       Employee Retention Program....................18

                2.       Senior Employment Agreements; Chief Executive
                            Officer Agreement ............................18
        3.       Extension of Time to Assume or Reject
                            Unexpired Leases..............................19
                   4.       Extension of Exclusive Periods................19
       5.       Settlement with Qwest Communications
                            Corporation...................................19
            6.       Settlement and Assumption with Respect to
                            Corporate Headquarters........................20
                   7.       De Minimis Asset Sale Procedure...............21
                   8.       Negotiations with Sun Microsystems, Inc.......22
       F.   Settlements with Significant Creditors........................22
                   1.       Lucent........................................22
                   2.       Cisco.........................................23
       G.   Summary of Claims Process and Bar Date........................24
                   1.       Schedules and Statements of Financial Affairs.24
                   2.       Claims Bar Date and Proofs of Claim...........24
       H.   Summary of Material Litigation Matters........................25
                   1.       Shareholder Suits ............................25
                   2.       ICG Funding Preferred Shareholders Suit.......26
       I.   Development and Summary of The Business Plan..................26
                   1.       Services to be Offered by Reorganized ICG.....26
                   2.       Geographic Footprint..........................28
                   3.       Network and Facilities........................29

V.  SUMMARY OF THE PLAN OF REORGANIZATION...................................30  
       A.   Substantive Consolidation and Intercompany Claims.............30
                   1.       Nature of Consolidation Proposed in the Plan..30
          2.       Discussion of Substantive Consolidation
                            Generally.....................................31
                   3.       Basis for Proposed Plan Treatments............32
       B.   Overall Structure of the Plan.................................35
             1.       Treatment of Unclassified Claims Under the
                            Plan..........................................36
           2.       Treatment of Classified Holdings Debtors
                            Claims and Interests Under the Plan...........37
           3.       Treatment of Classified Services Debtors
                            Claims and Interests Under the Plan...........39
                   4.       Reservation of Rights Regarding Claims........41
       C.   Distributions under the Plan..................................41
             1.       Distributions for Claims Allowed as of the
                            Effective Date................................42

        2.       Resolution and Treatment of Disputed,
                   Contingent, and Unliquidated Claims and
                            Distributions with Respect Thereto............44
       D.   Dissolution of the Creditors' Committees......................46
                   1.       Creditors' Committee..........................46
                   2.       Claims Resolution Committee...................46
       E.   Post-Consummation Operations of the Debtors...................47
                   1.       Continued Corporate Existence.................47
                   2.       Cancellation of Old Securities and Agreements.47
                   3.       Certificates of Incorporation and By-laws.....48
                   4.       Restructuring Transactions....................48
       F.   Summary of Securities to Be Issued Pursuant to the Plan.......49
                   1.       New Common Shares.............................49
                   2.       New Holdings Creditor Warrants................49
                   3.       New Secured Notes.............................50
                   4.       Registration Rights Agreement.................52
       G.   Summary of Principal Terms of Exit Financing..................52
                   1.       New Senior Subordinated Term Loan.............53
                   2.       New Convertible Notes.........................55
       H.   Summary of Releases under the Plan............................56
                   1.       Releases by Debtors...........................56
                   2.       Release by Holders of Claims and Interests....57
                   3.       Injunction Related to Releases................57
       I.   Compensation and Benefit Programs.............................57
       J.   Directors And Officers of Reorganized Debtors.................58
                   1.       Appointment...................................58
                   2.       Terms.........................................59
                   3.       Vacancies.....................................59
    4.       Treatment of Director and Officer
                            Indemnification Obligations Under the Plan....59
       K.   Revesting of Assets...........................................60
       L.   Preservation of Rights of Action..............................60
       M.   Other Matters.................................................60
       1.       Treatment of Executory Contracts and
                            Unexpired Leases..............................60
                   2.       Administrative Claims.........................62
                   3.       Professional Fee Claims.......................63
                   4.       Withholding and Reporting Requirements........63
                   5.       Setoffs.......................................63
       N.   Confirmation and/or Consummation..............................63
                   1.       Requirements for Confirmation of the Plan.....64
                   2.       Conditions to Confirmation and Consummation...65
       O.   Effects of Confirmation.......................................66
                   1.       Binding Effect................................66
                   2.       Discharge of the Debtors......................66
                   3.       Permanent Injunction..........................67
           4.       Exculpation and Limitation on Liability;
                            Indemnity.....................................67
       P.   Retention of Jurisdiction.....................................68

VI.  CERTAIN FACTORS TO BE CONSIDERED.......................................70  
       A.   General Considerations........................................70
       B.   Certain Bankruptcy Considerations.............................70
       C.   Inherent Uncertainty of Financial Projections.................70
       D.   Conditions Precedent to the Exit Financing....................71
       E.   Lack of Established Market for the New Securities.............71
       F.   Restricted Resale of the New Securities.......................71
       G.   Telecommunications Competition ...............................72
       H.   Government Regulation.........................................72
       I.   Reliance on Key Personnel.....................................72
       L.   Technical Support and Network Expansion.......................73
       M.   Loss of Significant Customers.................................74

VII.  APPLICABILITY OF FEDERAL AND OTHER SECURITIES LAWS....................75  
A.   Offer and Sale of New Securities, Pursuant to the Plan:  
            Bankruptcy Code Exemption from Registration Requirements......75
       B.   Subsequent Transfers of New Securities........................75

           1.       Federal Securities Laws: Section 1145(c)
                            of the Bankruptcy Code........................75

            2.       Subsequent Transfers of New Common Shares
                            Under State Securities Laws...................76

VIII.  CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE ........76  
   A.   Certain United States Federal Income Tax Consequences to the
            Debtors.......................................................77
                   1.       Cancellation of Indebtedness Income...........77
                   2.       Utilization of Net Operating Loss Carryovers..78
B.   Certain United States Federal Income Tax Consequences to 
            Claim Holders.................................................79
           1.       Certain United States Federal Income Tax
                            Consequences..................................80
                   2.       Non-United States Persons.....................81
                   3.       Information Reporting and Backup Withholding..81
       C.   Importance of Obtaining Professional Tax Assistance...........81

IX.  FEASIBILITY OF THE PLAN AND BEST INTERESTS OF CREDITORS................82  
       A.   Feasibility of the Plan.......................................82
       B.   Acceptance of the Plan........................................83
       C.   Best Interests Test...........................................84
       D.   Liquidation Analyses..........................................84
       E.   Valuation of the Reorganized Debtors..........................85
F.   Application of the "Best Interests" of Creditors Test to 
            the Liquidation Analyses and Valuation........................86
G.   Confirmation Without Acceptance of All Impaired Classes: 
            The "Cramdown"................................................87

X.  ALTERNATIVES TO CONFIRMATION AND CONSUMMATION OF THE PLAN...............88  
       A.   Alternative Plan(s) of Reorganization.........................88
       B.   Liquidation under Chapter 7 or Chapter 11.....................88

XI.  THE SOLICITATION; VOTING PROCEDURE.....................................89  
       A.   Parties in Interest Entitled to Vote..........................89
       B.   Classes Impaired under the Plan...............................89
       C.   Waivers of Defects, Irregularities, Etc.......................89
       D.   Withdrawal of Ballots; Revocation.............................90
       E.   Further Information; Additional Copies........................90

TABLE OF APPENDICES     

Appendix                           Name                                         
--------                           ----                                         

Appendix A              Second Amended Joint Plan of Reorganization of ICG      
Communications, Inc., et al.    

Appendix B              Organization Structure of Company                       

B-1             Existing Organization Structure of Debtors      

       B-2             Chart Depicting Anticipated Corporate Structure Changes

       B-3             Organization Structure of Reorganized Debtors After the
Effective Date                  

Appendix C              Liquidation Analyses for Holdings Debtors and Services  
Debtors                         

Appendix D              Pro Forma Financial Projections                         

I. INTRODUCTION     

       ICG Communications, Inc. ("ICG") and certain of its
direct and indirect subsidiaries that are also debtors and                      
debtors-in-possession (the "Subsidiary Debtors") in the above-referenced        
Chapter 11 Cases (collectively, the "Debtors") submit this disclosure           
statement (the "Disclosure Statement") pursuant to section 1125 of the          
Bankruptcy Code, for use in the solicitation of votes on the Second Amended     
Joint Plan of Reorganization of ICG Communications, Inc. et al., dated as       
of April 3, 2002 (the "Plan") proposed by the Debtors and filed with the        
United States Bankruptcy Court for the District of Delaware (the                
"Bankruptcy Court"). A copy of the Plan is annexed as Appendix A to this        
Disclosure Statement.                                                           

            This Disclosure Statement sets forth certain information
regarding the Debtors' prepetition operating and financial history, the         
need to seek Chapter 11 protection, significant events that occurred during     
the Chapter 11 Cases, and the anticipated organization, operations and          
financing of the Debtors upon successful emergence from Chapter 11 (the         
"Reorganized Debtors"). This Disclosure Statement also describes terms and      
provisions of the Plan, including certain alternatives to the Plan, certain     
effects of confirmation of the Plan, certain risk factors associated with       
securities to be issued under the Plan, and the manner in which                 
distributions will be made under the Plan. In addition, this Disclosure         
Statement discusses the confirmation process and the voting procedures that     
holders of Claims entitled to vote under the Plan must follow for their         
votes to be counted. Unless otherwise noted herein, all dollar amounts          
provided in this Disclosure Statement and in the Plan are given in United       
States Dollars.                                                                 

             FOR A DESCRIPTION OF THE PLAN AND VARIOUS RISKS AND OTHER
FACTORS PERTAINING TO THE PLAN, PLEASE SEE SECTION V OF THE DISCLOSURE          
STATEMENT, ENTITLED "SUMMARY OF THE PLAN OF REORGANIZATION," AND SECTION VI     
OF THE DISCLOSURE STATEMENT, ENTITLED "CERTAIN FACTORS TO BE CONSIDERED."       

           THIS DISCLOSURE STATEMENT CONTAINS SUMMARIES OF CERTAIN
PROVISIONS OF THE PLAN, CERTAIN STATUTORY PROVISIONS, CERTAIN DOCUMENTS         
RELATING TO THE PLAN, CERTAIN EVENTS EXPECTED TO OCCUR IN THE CHAPTER 11        
CASES AND CERTAIN FINANCIAL INFORMATION. ALTHOUGH THE DEBTORS BELIEVE THAT      
THE SUMMARIES OF THE PLAN AND RELATED DOCUMENT SUMMARIES ARE FAIR AND           
ACCURATE, SUCH SUMMARIES ARE QUALIFIED TO THE EXTENT THAT THEY DO NOT SET       
FORTH THE ENTIRE TEXT OF SUCH DOCUMENTS OR STATUTORY PROVISIONS. FACTUAL        
INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT HAS BEEN PROVIDED BY THE     
DEBTORS' MANAGEMENT, EXCEPT WHERE OTHERWISE SPECIFICALLY NOTED. THE DEBTORS     
DO NOT WARRANT OR REPRESENT THAT THE INFORMATION CONTAINED HEREIN,              
INCLUDING THE FINANCIAL INFORMATION, IS WITHOUT ANY MATERIAL INACCURACY OR      
OMISSION.                                                                       

             THE DEBTORS BELIEVE THAT THE PLAN WILL ENABLE THE DEBTORS
TO SUCCESSFULLY REORGANIZE AND ACCOMPLISH THE OBJECTIVES OF CHAPTER 11 AND      
THAT ACCEPTANCE OF THE PLAN IS IN THE BEST INTERESTS OF THE DEBTORS AND THE     
HOLDERS OF ALL CLAIMS. THE DEBTORS URGE HOLDERS OF CLASS H-3, H-4, S-3, S-4     
AND S-5 CLAIMS TO VOTE TO ACCEPT THE PLAN.                                      

        FOR FURTHER INFORMATION AND INSTRUCTION ON VOTING TO
ACCEPT OR REJECT THE PLAN, SEE SECTION XI OF THE DISCLOSURE STATEMENT,          
ENTITLED "THE SOLICITATION; VOTING PROCEDURE."                                  

II. PLAN VOTING INSTRUCTIONS AND PROCEDURES     

A.       Definitions                                                            

             Except as otherwise defined herein, capitalized terms not
otherwise defined in this Disclosure Statement have the meanings ascribed       
to them in the Plan.                                                            

B.       Notice to Holders of Claims and Interests                              

            This Disclosure Statement will be transmitted to holders
of Claims that are entitled under the Bankruptcy Code to vote on the Plan.      
See Section V for a discussion and listing of those holders of Claims that      
are entitled to vote on the Plan and those holders of Claims and Interests      
that are not entitled to vote on the Plan. The purpose of this Disclosure       
Statement is to provide adequate information to enable such Claim holders       
to make a reasonably informed decision with respect to the Plan prior to        
exercising their right to vote to accept or reject the Plan.                    

       Approval by the Bankruptcy Court of this Disclosure
Statement means that the Bankruptcy Court has found that the Disclosure         
Statement contains information of a kind and in sufficient and adequate         
detail to enable Claim holders to make an informed judgment with respect to     
acceptance or rejection of the Plan. A BANKRUPTCY COURT'S APPROVAL OF THIS      
DISCLOSURE STATEMENT DOES NOT CONSTITUTE EITHER A GUARANTY OF THE ACCURACY      
OR COMPLETENESS OF THE INFORMATION CONTAINED HEREIN NOR AN ENDORSEMENT OF       
THE PLAN BY THE BANKRUPTCY COURT.                                               

            ALL HOLDERS OF CLAIMS AGAINST THE DEBTORS ARE ENCOURAGED
TO READ THIS DISCLOSURE STATEMENT AND ITS APPENDICES CAREFULLY AND IN THEIR     
ENTIRETY BEFORE DECIDING TO VOTE EITHER TO ACCEPT OR TO REJECT THE PLAN.        
This Disclosure Statement contains important information about the Plan,        
considerations pertinent to acceptance or rejection of the Plan, and            
developments concerning the Chapter 11 Cases.                                   

             THIS DISCLOSURE STATEMENT IS THE ONLY DOCUMENT TO BE USED
IN CONNECTION WITH THE SOLICITATION OF VOTES ON THE PLAN. No solicitation       
of votes may be made except after distribution of this Disclosure               
Statement, and no person has been authorized to distribute any information      
concerning the Debtors other than the information contained herein.             

           CERTAIN OF THE INFORMATION CONTAINED IN THIS DISCLOSURE
STATEMENT IS BY ITS NATURE FORWARD LOOKING AND CONTAINS ESTIMATES,              
ASSUMPTIONS AND PROJECTIONS THAT MAY BE MATERIALLY DIFFERENT FROM ACTUAL,       
FUTURE RESULTS. Except with respect to the projections set forth in             
Appendix D to be annexed hereto (the "Projections") and except as otherwise     
specifically and expressly stated herein, this Disclosure Statement does        
not reflect any events that may occur subsequent to the date hereof and         
that may have a material impact on the information contained in this            
Disclosure Statement. The Debtors do not intend to update the Projections;      
thus, the Projections will not reflect the impact of any subsequent events      
not already accounted for in the assumptions underlying the Projections.        
Further, the Debtors do not anticipate that any amendments or supplements       
to this Disclosure Statement will be distributed to reflect such                
occurrences. Accordingly, the delivery of this Disclosure Statement shall       
not under any circumstance imply that the information herein is correct or      
complete as of any time subsequent to the date hereof.                          

  EXCEPT WHERE SPECIFICALLY NOTED, THE FINANCIAL
INFORMATION CONTAINED HEREIN HAS NOT BEEN AUDITED BY A CERTIFIED PUBLIC         
ACCOUNTING FIRM AND HAS NOT BEEN PREPARED IN ACCORDANCE WITH GENERALLY          
ACCEPTED ACCOUNTING PRINCIPLES.                                                 

C.       Solicitation Package                                                   

     In soliciting votes for the Plan pursuant to this
Disclosure Statement, the Debtors will also send copies of (1) the Plan;        
(2) the notice of, among other things, the time for submitting Ballots to       
accept or reject the Plan, the date, time and place of the hearing to           
consider confirmation of the Plan and related matters, and the time for         
filing objections to confirmation of the Plan (the "Confirmation Hearing        
Notice"); and (3) if you are the holder of Claim(s) entitled to vote on the     
Plan, one or more Ballots (and return envelopes) to be used by you in           
voting to accept or to reject the Plan.                                         

D.       Voting Procedures, Ballots and Voting Deadline                         

       After carefully reviewing the Plan, this Disclosure
Statement and the detailed instructions accompanying your Ballot, please        
indicate your acceptance or rejection of the Plan by voting in favor of or      
against the Plan on the enclosed Ballot. You are required to complete and       
sign your original Ballot (copies will not be accepted) and return it in        
the envelope provided.                                                          

             Each Ballot has been coded to reflect the Class of Claims
it represents. Accordingly, in voting to accept or reject the Plan, you         
must use only the coded Ballot or Ballots sent to you with this Disclosure      
Statement.                                                                      

             IN ORDER FOR YOUR VOTE TO BE COUNTED, YOUR BALLOT MUST BE
PROPERLY COMPLETED AS SET FORTH ABOVE AND IN ACCORDANCE WITH THE VOTING         
INSTRUCTIONS ON THE BALLOT AND RECEIVED NO LATER THAN MAY 10, 2002, AT 5:00     
P.M. (EASTERN TIME) (THE "VOTING DEADLINE") BY LOGAN & COMPANY, INC. (THE       
"VOTING AGENT"). DO NOT RETURN ANY STOCK CERTIFICATES OR DEBT INSTRUMENTS       
WITH YOUR BALLOT.                                                               

         If you have any questions about (1) the procedure for
voting your Claim or Interest or with respect to the packet of materials        
that you have received or (2) the amount of your Claim, or if you wish to       
obtain, at your own expense, unless otherwise specifically required by          
Federal Rule of Bankruptcy Procedure 3017(d), an additional copy of the         
Plan, this Disclosure Statement or any appendices or exhibits to such           
documents, please contact:                                                      
Logan & Company, Inc.     
546 Valley Road     
Upper Montclair, NJ 07043     
(973) 509-3190 (telephone)    
(973) 509-3191 (facsimile)    

        FOR FURTHER INFORMATION AND INSTRUCTION ON VOTING TO
ACCEPT OR REJECT THE PLAN, SEE SECTION XI.                                      

E.       Confirmation Hearing and Deadline for Objections to Confirmation       

       Pursuant to section 1128 of the Bankruptcy Code and
Federal Rule of Bankruptcy Procedure 3017(c), the Bankruptcy Court has          
scheduled a Confirmation Hearing for May 20, 2002, at 5:00 p.m. (prevailing     
Eastern Time). The Confirmation Hearing may be adjourned from time to time      
by the Bankruptcy Court without further notice except for the announcement      
of the adjournment date made at the Confirmation Hearing or at any              
subsequent adjourned Confirmation Hearing. Objections to Confirmation of        
the Plan must be filed with the Bankruptcy Court no later than May 10,          
2002.                                                                           

III. HISTORY AND STRUCTURE OF THE DEBTORS     

A.       Overview of Business Operations                                        

    1.       Description of the Company's Businesses

        ICG is a facilities-based, nationwide communications
provider focused on providing data and voice services to Internet service       
providers ("ISPs"), telecommunication carriers and corporate customers. The     
Company has metropolitan fiber in 26 markets, fiber interconnection in five     
regional markets, voice and data switches in 27 major metropolitan areas        
and a nationwide IP data network. ICG is a competitive local exchange           
carrier ("CLEC") certified in most of the United States, having                 
interconnection agreements with every major local exchange carrier. ICG's       
facilities support three distinct lines of businesses: (i) Dial-Up              
Services, providing wholesale managed modem connection to ISPs and other        
carriers; (ii) Point-to-Point Broadband, or special access service,             
providing dedicated broadband connections to other carriers, as well as SS7     
and switched access services; and (iii) Corporate Services, providing voice     
and data services to corporate customers with an emphasis on Dedicated          
Internet Access ("DIA") services.                                               

             o        Dial-Up Services: The Company provides PRI ports
                  (one and two way) and managed modem services
                   ("IRAS") to many of the largest national ISPs
                    and other telecommunications carriers, as well
            as to numerous regional ISPs and other
                    communication service companies. Most of these
                  services are on-switch through the Company's
                owned facilities. Included in the IRAS are
             domain name services ("DNS") and radius
                      authentication and proxy. As of the end of 2001,
                   the Company had approximately 610,000 dial-up
                 ports in service, which, before the related
          reciprocal compensation, account for
                    approximately one-third (1/3) of the Company's
          total revenue. Associated reciprocal
                     compensation revenue accounts for approximately
                      thirteen percent (13%) of the Company's revenue.

          o        Point-to-Point Broadband Service: The Company
                 provides dedicated bandwidth to connect (i)
                long-haul carriers to local markets, large
              corporations and other long-haul carrier
                     facilities and (ii) large corporations to their
                     long-distance carrier sites and other corporate
                    locations. Special access sales are focused in
               areas where ICG maintains local fiber and
             buildings on-net or in close proximity.
                    Point-to-Point Broadband Service also includes
                      switched access and SS7 services. Point-to-Point
                  service accounts for approximately one-third
           (1/3) of the Company's total revenue.

            o        Corporate Services: The Company offers Internet
                 access, data and voice service to corporate
                    customers. The Company's current customer base
                      is located primarily in California, Ohio, Texas,
                 Colorado and parts of the southeast. ICG is
              expanding its DIA services to medium and
                     large-sized businesses in its 27 major markets.
                     DIA service is a rapidly growing sector because
              an increasing number of corporations are
                    replacing higher cost long haul point-to-point
                   circuits with this less expensive technology.
                   ICG is well positioned to expand this service
                    with its metropolitan asset base, data network
              infrastructure, and Internet experience.
                   Corporate Services accounts for approximately
 one-fifth (1/5) of revenue.

          ICG supports its service offerings through an advanced
nationwide network comprised of 5,540 route miles of metropolitan and           
regional fiber connected with switch sites and data points of presence. In      
addition, the Company's data network is supported by an OC-48 capacity          
nationwide fiber optic backbone currently operating at OC-3/OC-12 capacity.     
The design of the physical network permits the Company to offer flexible,       
high-speed telecommunications services to its customers.                        

2.       History                            

             The Company's roots can be traced to the mid-1980s with a
business plan to develop satellite communications capabilities in Denver,       
Colorado. Then known as Teleport Denver, Ltd. ("TDL"), the Company              
completed a 24-hour managed facility that housed eight earth stations and       
could reach five continents in a single satellite hop. With the emergence       
of the first competitive access providers ("CAPs") in the mid- to               
late-1980s, TDL's management recognized a business opportunity in providing     
long distance and private line services to select business customers.           
Accordingly, in 1992, the Company began providing telecommunications            
services using fiber-optic rings at a facility in south Denver.                 

            In an effort to expand its geographic presence, TDL (and
its successors ICG Holdings and ICG Telecom) made numerous acquisitions         
between 1991 and 1994, including the acquisitions of Conticomm, Inc., Fiber     
Optic Technologies, Inc., PrivaCom, Ohio LINX, MidAmerica Cable, and Bay        
Area Teleport, Inc. These acquisitions expanded the Company's network           
capabilities in Colorado, California, Ohio, Arizona, and the southeastern       
United States. In February 1994, the Company expanded its product line          
beyond transport to include switched services. Throughout the next few          
years, the Company entered into a number of fiber lease agreements with         
electric utility companies across the country. These early agreements set       
the stage for the Company's utility partnering strategy, which helped the       
Company expand its network, services and distribution channels in key           
markets. In 1995, the Company also entered into a strategic alliance with       
Southern New England Telephone that allowed the Company to offer a              
nationwide SS7 network.                                                         

             With the passage of the Federal Telecommunications Act of
1996 (the "Telecommunications Act"), the Company was poised to enter the        
local telephone market. Accordingly, in April 1996, the Company                 
reincorporated under the name ICG Communications, Inc., and implemented an      
aggressive local telecommunications strategy that focused on regional           
network expansion in California, Colorado, the Ohio Valley, and the             
Southeast. As part of this strategy, recruiting efforts accelerated, and        
the Company had nearly 1,300 employees nationwide by the end of 1996. In        
continued efforts to prepare for entry into the local telephone market, the     
Company signed a seven-year, $1 billion agreement in September 1996 with        
Lucent Technologies/Bell Labs to purchase telecommunications equipment,         
including 5E switching systems and other technical services. In 1997, the       
Company formally entered the local telephone market and began offering          
local, long distance and calling card services primarily to small- and          
mid-sized business customers. Shortly thereafter, the Company launched dial     
tone service in every other regional ICG market and ended 1997 with more        
than 141,000 lines provisioned.                                                 

         During 1998, attempting to capitalize on the emerging
Internet industry, the Company's management completed a merger with Netcom      
On-Line Communication Services, Inc. ("Netcom"), a leading provider of          
Internet services. The merger allowed ICG to enter the Internet and data        
services markets. In January 1999, the Company sold the U.S. customer base      
of its Netcom subsidiary to MindSpring Enterprises, Inc. ("MindSpring"),        
but retained the Netcom network backbone (which included 227 points of          
presence and served approximately 700 cities). In addition, the Company         
entered into a second agreement in which MindSpring agreed to utilize the       
data network and network management capabilities of ICG. This strategic         
decision set the stage for the Company's emergence as a provider of             
Internet access services. During 1999 and 2000, the Company signed              
multi-year agreements with a number of key ISPs to provide access,              
transport and network management services.                                      

             The Company decided to sell its fiber optic and satellite
services divisions in 1999 as part of an overall business strategy to focus     
on its core strengths: providing access and transport to ISPs, telecom          
services to businesses nationwide and direct connectivity to interexchange      
carriers. During the first six (6) months of 2000, the Company began to         
aggressively expand its network. Such expansion included entering into          
markets as well as upgrading its network. To assist in its expansion plans,     
in April 2000, the Company raised $750 million in new equity capital from       
investors that included affiliates of Liberty Media Corporation, Hicks,         
Muse, Tate & Furst Incorporated and Gleacher Capital Partners. This             
investment, combined with other vendor financing, funded the Company's          
capital program for 2000.                                                       

             As discussed in more detail in Section III.D, the Company
began to experience significant cash flow problems by the third quarter of      
2000. This liquidity problem, combined with certain service issues related      
to the rapid network expansion, caused the Company to reevaluate its            
planned network expansion. Accordingly, the Company suspended many of its       
network expansion plans and abandoned certain lines of business.                

3.       Prepetition Financial Results      

       Set forth below is selected financial data for ICG,
including its direct and indirect Subsidiaries, on a consolidated basis for     
the nine months ended September 30, 2001 and for the years ended December       
31, 1999 and 2000. The unaudited financial data for the nine months ended       
September 30, 2001 is consistent with the amounts shown in ICG's Form 10-Q      
filed with the SEC for the quarterly period ended September 30, 2001. The       
financial data for the years ended December 31, 1999 and 2000 was audited       
for inclusion in ICG's Form 10-K filed with the SEC.                            

                                                        [Enlarge/Download Table]


                                Consolidated Statements of Operations                                        
           Years ended December 31, 1999 and 2000 and Nine Months ended September 30, 2001                   

                                                         Years ended December 31         Nine months ended   
                                                                                         September           
                                                                                         (unaudited)         
                                                    ----------------------------------   --------------------
                                                         1999              2000                 2001         
                                                         ----              ----                 ----         
                                                             (in thousands)                (in thousands)    
                                                                                                             
Revenue                                             $     479,226    $     598,283       $     381,720       

Operating costs and expenses                                                                                 
    Operating costs                                       238,927          440,090             282,329       
    Selling, general and administrative expenses                           283,965              80,635       
                                                          239,756                                            
    Depreciation and amortization                         174,239          318,771              50,484       
    Provision for impairment of long-lived assets          31,815        1,701,466                  -        
    Loss on disposal of assets                                 -                -                9,541       
    Other, net                                                387            4,108                  -        
                                                    ---------------- -----------------   --------------------
    Total operating costs and expenses                    685,124        2,748,400             422,989       
                                                    ---------------- -----------------   --------------------

         Operating loss                                  (205,898)      (2,150,117)            (41,269)      
                                                    ---------------- -----------------   --------------------

Other (expense) income:                                                                                      
    Interest expense                                     (212,420)        (233,643)            (24,076)      
    Interest income                                        16,300           23,782               5,709       
           Other expense, net, including realized                                                            
           gains and losses on marketable trading                          (15,166)              1,239       
           securities                                      (2,522)                                           
                                                         (198,642)        (225,027)            (17,128)      
                                                    ---------------- -----------------   --------------------
      Loss from continuing operations before                            (2,375,144)            (58,397)      
      reorganization expense, income taxes,              (404,450)                                           
      accretion and preferred dividends, gain                                                                
      from discontinued operations, extraordinary                                                            
      gain, and cumulative effect of change in                                                               
      accounting principle                                                                                   
Reorganization expenses                                        -           (55,309)             (2,517)      
Income tax expense                                            (25)              -                   -        
      Accretion and preferred dividends on                                                                   
      preferred securities of subsidiaries, net                                                              
      of minority interest in share of losses             (61,897)         (60,043)                 -        
                                                    ---------------- -----------------   --------------------
      Loss from continuing operations before                                                                 
      extraordinary gain and cumulative effect of                                                            
      change in accounting principle                     (466,462)      (2,490,496)            (60,914)      

      Gain from discontinued operations                    36,789            4,342                  -        

      Extradordinary gain on sales of operations                                                             
      of NETCOM, net of income taxes                      195,511             -                     -        

      Cumulative effect of change in accounting                                                              
      principle for revenue from installation                                                                
      services                                                 -            (7,363)                 -        
                                                    ---------------- -----------------   --------------------

               Net loss                             $    (234,162)   $  (2,493,517)      $     (60,914)      
                                                    ================ =================   ====================

                                                        [Enlarge/Download Table]


                                        Consolidated Balance Sheets                                         
            Years ended December 31, 1999 and 2000 and Nine Months ended September 30, 2001                 

                                                           Years ended December 31             Nine months  
                                                                                               ended        
                                                                                               September 30 
                                                                                               (unaudited)  
                                                  ------------------------------------   -------------------
                                                          1999                2000                  2001    
                                                          ----                ----                  ----    
                                                               (in thousands)               (in thousands)  
                                                                                                            
    Assets                                                                                                  
    Current assets:                                                                                         
        Cash and cash equivalents                 $     103,288    $     196,980       $     139,447        
        Short-term investments available for sale        22,219           17,733                4,085       
        Receivables, net                                168,731          132,095               59,266       
        Other receivables                                                    994                  427       
        Prepaid expenses, deposits and inventory          9,189           13,234               15,053       
                                                  ----------------   -----------------     -----------------
             Total current assets                       303,427          361,036              218,278       

    Property and equipment, net                       1,527,879          590,500              569,234       

    Restricted cash                                      12,537            9,278                7,247       
    Investments                                          28,939            1,650                  650       
    Other assets, net of accumulated                                                                        
    amortization:                                                                                           
        Goodwill                                         95,187                                             
        Deferred financing costs                         35,884           10,969                6,310       
        Deposits                                                           7,019                9,807       
        Other, net                                       16,768                                             
                                                  ----------------   -----------------     -----------------
    Total other assets                                  147,839                                             

    Total Assets                                  $   2,020,621    $     980,452       $      811,526       
                                                  ================   =================     =================

    Liabilities and Stockholders' Deficit                                                                   
    Current liabilities:                                                                                    
        Accounts payable                          $     112,291    $       8,774       $         5979       
        Payable pursuant to IRU agreement                                                                   
                                                        135,322                                             
        Accrued liabilities                              85,709           57,888               68,740       
        Deferred revenue                                 25,175           14,840                8,550       
        Current portion of long-term debt                                    796                  796       
        Other current liabilities                        14,890                                             
                                                  ----------------   -----------------     -----------------
                         Total current                  373,387           82,298               84,065       
         liabilities not subject to compromise                                                              

Liabilities subject to compromise                                      2,784,627            2,657,396       

Long-term liabilities not subject to compromise:                                                            
        Capital lease obligations, less current                                                             
         portion                                         63,348               -                50,529       
    Long-term debt, net of discount, less                                                                   
        current portion                               1,905,901          117,784               84,707       
        Other long-term liabilities                       2,526            1,090                1,090       
                                                  ----------------   -----------------     -----------------

        Total liabilities                             2,345,162        2,877,787            2,985,799       

    Redeemable preferred stock of subsidiary                                                                
    (at liquidation value)                              519,323          449,056              449,056       

    Mandatorily redeemable preferred securities                                                             
    of ICG Funding (at liquidation value)                                132,251              132,251       

    8% Series A Convertible Preferred Stock (at                                                             
    liquidation value)                                                   785,353              785,353       

    Stockholders' deficit                              (843,864)      (3,372,007)          (3,432,921)      
                                                  ----------------   -----------------     -----------------

    Total Liabilities and Stockholders' Deficit   $   2,020,621    $     980,452          $   811,526       
                                                  ================   =================     =================

B.       Capital Structure of the Company                                       

1.       Prepetition Equity                 

         From March 25, 1997 to November 18, 2000, ICG's stock
(the "Old Common Shares") was traded on the Nasdaq National Market (the         
"NASDAQ") under the ticker symbol "ICGX," and it was previously listed on       
the American Stock Exchange ("AMEX") under the ticker symbol "ICG." On          
November 18, 2000, shortly after the Petition Date, the NASDAQ halted           
trading of the Old Common Shares and initiated delisting procedures. As of      
March 1, 2002, the Old Common Shares continue to be traded on the               
Over-the-Counter ("OTC") market. At that time, the Company had                  
approximately 52,045,443 shares outstanding. The Company has neither            
declared nor paid dividends on the Old Common Shares.                           

           Prior to the Petition Date, the Company also issued the
following preferred securities (the "Old Preferred Shares"): (i) ICG            
Communications, Inc. 8% Series A-1, A-2, and A-3 Convertible Preferred          
Securities due 2015; (ii) ICG Funding, LLC Exchangeable Preferred               
Securities Mandatorily Redeemable 2009; (iii) ICG Communications, Inc. 6        
3/4% Preferred Stock Mandatorily Redeemable 2009; (iv) ICG Holdings, Inc.       
14% Preferred Stock Mandatorily Redeemable 2008; and (v) ICG Holdings, Inc.     
14 1/4% Preferred Stock Mandatorily Redeemable 2007.                            

          Under the Plan, Interests on account of the Old Common
Shares and Old Preferred Shares will be classified in Class H-5. Holders of     
Interests on account of the common stock of ICG Services will be classified     
in Class S-6. Under the Plan, holders of Interests in Class H-5 and Class       
S-6 will not receive or retain any property under the Plan on account of        
such Interests. On the business day on which all conditions to consummation     
of the Plan have been satisfied or waived, as set forth in the Plan (the        
"Effective Date"), all of the Old Common Shares, Old Preferred Shares, and      
common stock of ICG Services will be deemed cancelled and extinguished.         

2.       Material Prepetition Debt Obligations                                  

           As of the Petition Date, ICG Equipment and ICG NetAhead
were parties to a Credit Agreement dated as of August 12, 1999 (as amended      
from time to time, the "Pre-petition Credit Agreement") with the lenders        
signatory thereto (the "Prepetition Secured Lenders") and Royal Bank of         
Canada as administrative agent and collateral agent. The obligations under      
the Prepetition Credit Agreement (the "Prepetition Credit Agreement             
Obligations") are guaranteed by ICG Services. The Prepetition Credit            
Agreement Obligations total approximately $84.6 million, and are secured by     
substantially all the assets of ICG Equipment and ICG NetAhead. The             
Holdings Debtors are not party to any prepetition secured bank financing        
facility.                                                                       

           The Holdings Debtors' other principal liabilities as of
the Petition Date were comprised of, among other things: (a) the 11 5/8%        
senior discount notes issued by ICG Holdings with an accreted value as of       
November 1, 2000 of approximately $150,718,480; (b) the 12 1/2% senior          
discount notes issued by ICG Holdings with an accreted value as of November     
1, 2000 of approximately $517,925,851; and (c) the 13 1/2% senior discount      
notes issued by ICG Holdings with an accreted value as of November 1, 2000      
of approximately $584,300,000. All of the Old Holdings Notes are guaranteed     
by ICG. The Holdings Debtors' prepetition liabilities also include              
approximately $58.0 million of capital lease obligations and approximately      
$95.0 million of unsecured trade debt obligations.                              

           The Services Debtors' other principal liabilities as of
the Petition Date were comprised of, among other things: (a) the 9 7/8%         
senior discount notes issued by ICG Services with an accreted value as of       
November 1, 2000 of approximately $318,428,137; and (b) the 10% senior          
discount notes issued by ICG Services with an accreted value as of November     
1, 2000 of approximately $391,924,050. The Old Services Notes are not           
guaranteed by ICG. The Services Debtors' prepetition liabilities also           
include approximately $5.7 million of capital lease obligations and             
approximately $390 million of unsecured trade debt obligations.                 

C.       Corporate Structure of the Company                                     

1.       Current Corporate Structure        

ICG is incorporated in Delaware, and is the 
publicly-traded parent company of ICG Funding, LLC ("ICG Funding"), a           
special purpose Delaware limited liability company, ICG Holdings, ICG           
Services and their respective subsidiaries.                                     

    See Appendices B(1)-(3) for charts depicting the
Company's current corporate structure, and the anticipated corporate            
structure of the Reorganized Debtors after the Effective Date.                  

2.       Board of Directors                                                     

          The following persons comprised the Board of Directors
(the "Board") of ICG as of March 1, 2002:                                       

Name                                    Title                       
----                                    -----                       

William J. Laggett                      Vice Chairman of the Board  

John U. Moorhead, II                    Board Member                

Leontis Teryazos                        Board Member                

Walter Threadgill                       Board Member                

William S. Beans, Jr.                   Board Member                

J. Shelby Bryan                         Board Member                

           William J. Laggett, formerly Chairman of the Board, was
named Vice Chairman of the Board in June 1999. Prior to serving on the          
Company's Board, Mr. Laggett was President of Centel Cellular Company from      
1988 until 1993. From 1970 to 1988, Mr. Laggett held a variety of               
management positions with Centel Corporation, including Group Vice              
President-Products Group, President-Centel Services, and Senior Vice            
President-Centel Corporation. Prior to joining Centel, Mr. Laggett worked       
for New York Telephone Company. Mr. Laggett also is a member of the             
Company's Special Committee of the Board of Directors (the "Special             
Committee").                                                                    

           John U. Moorhead, II was named a Director in June 1998.
From 1991 to April 2001, Mr. Moorhead also served as a managing director of     
VM Equity Partners, a firm he co-founded in 1991. Prior to founding VM          
Equity Partners, Mr. Moorhead worked for eight years as a Senior Executive      
in investment banking, first at EF Hutton and then at Lehman Brothers,          
where he was Senior Vice President and Director of the New Business Group       
of Lehman Brothers' investment banking division from 1987 to 1990. Mr.          
Moorhead serves on the Board of Directors of SEMX Inc., a Nasdaq National       
Market company, which provides specialty materials and services to the          
microelectronic and semiconductor industries. Mr. Moorhead also is a member     
of the Special Committee.                                                       

             Leontis Teryazos was named a Director in June 1995. Since
1993, Mr. Teryazos has served as President of Letmic Management Inc., a         
financial advisory firm that specializes in working with telecommunications     
and media companies. Mr. Teryazos has also headed Letmic Management Reg'd.,     
a real estate development and management company, since 1985. In addition,      
Mr. Teryazos is a member of the Special Committee.                              

            Walter Threadgill was named a Director in December 1997.
In addition, he is the Managing General Partner of Atlantic Coastal             
Ventures, L.P. Previously, Mr. Threadgill was the President and Chief           
Executive Officer of Multimedia Broadcast Investment Corporation. He also       
held positions as Divisional Vice President of Fiduciary Trust Company in       
New York and Senior Vice President and Chief Operating Officer of United        
National Bank in Washington, D.C. Mr. Threadgill chaired the Presidential       
Small Business Advisory Committee and served the National Association of        
Investment Companies as Director, Treasurer and Legislative Committee           
Chairman. Mr. Threadgill is a member of the Federal Communications Bar          
Association. In addition, Mr. Threadgill is a member of the Special             
Committee.                                                                      

    William S. Beans, Jr., formerly President, Chief
Operating Officer, Executive Vice President and President of Network            
Services, was named a Director in April 2000. Prior to joining the Company,     
Mr. Beans held several positions with Teleport Communications Group, Inc.,      
a division of AT&T Local Services. He was National Vice President of            
Operations from November 1997 until June 1999, Vice President of Customer       
Care from October 1995 to November 1997 and Vice President of Network           
Development from September 1993 to October 1995.                                

          J. Shelby Bryan, formerly Chairman of the Board, Chief
Executive Officer, and President, was named a Director in May 1995. Mr.         
Bryan has more than 20 years of experience in the telecommunications            
industry. Prior to joining the Company, Mr. Bryan co-founded Millicom           
International Cellular S.A., a publicly owned corporation providing             
cellular service internationally, served as its President and Chief             
Executive Officer from 1985 to 1994 and served as a Director through May        
1998.                                                                           

          All members of the Board, other than Messrs. Beans and
Bryan, are members of the Special Committee. The Special Committee has been     
responsible for oversight of management and these Chapter 11 Cases for the      
Debtors. Messrs. Bryan and Beans left the Company's employ in August 2000       
and February 2001, respectively, and Mr. Beans entered into a severance         
agreement with the Company that was approved by the Bankruptcy Court in         
January, 2001.                                                                  

3.       Senior Officers                                                        

        The following is a list, as of March 1, 2002, of the
names of the executive officers and the positions with ICG held by each         
officer.                                                                        

Name                                 Title                          
----                                 -----                          

Randall E. Curran                    Chief Executive Officer        

Richard E. Fish, Jr.                 Executive Vice President       
                         and Chief Financial
             Officer

Bernard L. Zuroff                    Executive Vice President,      
                          General Counsel, and
               Secretary

Michael D. Kallet                    Executive Vice President,      
                Operations

John V. Colgan                       Senior Vice President,         
                             Finance, and Controller

          Randall E. Curran was named Chief Executive Officer in
September 2000. Prior to his position at the Company, Mr. Curran most           
recently served as Chairman, President and Chief Executive Officer of           
Thermadyne Holdings Corporation. Mr. Curran also served as vice president       
of Finance for Clarke Industries, a division of Cooper Industries. Mr.          
Curran received a Bachelor of Arts in Economics from DePaul University and      
a Master of Business Administration from Loyola University Chicago.             

             Richard E. Fish, Jr., formerly a Senior Vice President of
Finance, was named Executive Vice President and Chief Financial Officer in      
November 2000. Prior to joining the Company, Mr. Fish held various              
operational and business development positions with AT&T. Before joining        
AT&T, Mr. Fish was with Arthur Andersen, LLP in their Financial Consulting      
& Audit Division. Mr. Fish received a Bachelor of Science in Business           
Administration from the University of Nebraska and is a Certified Public        
Accountant.                                                                     

          Bernard L. Zuroff, formerly Assistant General Counsel,
was named Executive Vice President, General Counsel and Secretary in            
November 2000. Prior to joining the Company, Mr. Zuroff was a senior            
attorney with the Resolution Trust Corporation and an associate business        
attorney with Gorsuch Kirgis, L.L.C.                                            

           Michael D. Kallet, formerly Executive Vice President of
Data Networking Services and Products and Technology, was named Executive       
Vice President of Operations in December 1999. In his current position, Mr.     
Kallet is responsible for the operations of ICG's network and services, and     
works closely with ICG's chief executive officer to oversee day-to-day          
operations. Mr. Kallet also oversees the Company's product strategy. Prior      
to joining the Company, Mr. Kallet held positions at Walker Interactive,        
Software Publishing Corporation (Harvard Graphics) and IBM.                     

     John V. Colgan, formerly Vice President of Shared
Services and Leasing Operations, Vice President of Financial Planning and       
Analysis and Vice President of Finance for ICG Telecom, was named Senior        
Vice President of Finance and Controller in January 1999. In this position,     
Mr. Colgan is responsible for, among things, SEC reporting, insurance and       
risk management. Prior to joining the Company, Mr. Colgan spent ten (10)        
years in various executive positions in the logistics and transportation        
industry, including five (5) years with Burlington Northern, Inc. and           
approximately ten (10) at Arthur Andersen, LLP. In addition, Mr. Colgan         
currently serves on the Board of Directors of the local chapter of              
Financial Executives International.                                             

D.       Events Leading to Commencement of the Chapter 11 Cases                 

           During the latter part of 2000, a series of regulatory,
operational and financial events culminated to materially reduce the            
Company's expected revenue and cash flow generation. The regulatory events      
related to reciprocal compensation revenue. Specifically, the Company had       
difficulties collecting reciprocal compensation from other                      
telecommunications companies. In order to accelerate collection, ICG            
renegotiated rate provisions contained in long-term agreements with             
incumbent local exchange carriers ("ILECs"). The areas covered by such          
ILECs encompassed nearly 75% of the Company's service territories subject       
to reciprocal compensation. The negotiated rates were significantly lower       
than those provided in previous agreements; however, the renegotiated           
contracts contain a three-year guarantee of future revenue. In addition, a      
decision from the Colorado Public Utility Commission in August 2000 denied      
the Company compensation for inbound traffic, which further reduced             
expected reciprocal compensation revenue.                                       

   Operational events related primarily to network
performance and customer service issues associated with the Company's IRAS      
product. During 2000, ICG experienced high demand for its IRAS service. In      
an effort to meet such demand, the Company deployed non-field tested            
software. This resulted in system errors, latency and failed dial-up            
connections, thereby reducing overall network performance to below-minimum      
levels. The reduced levels violated performance provisions of certain IRAS      
service agreements. Further, limitations of certain monitoring systems          
prevented the Company from detecting and correcting the network performance     
problems.                                                                       

         In August 2000, two large IRAS customers notified ICG
that it was in breach of contract as a result of the reduced service and        
network performance levels. The Company subsequently issued credits to          
certain customers and reduced line commitments for the installation of IRAS     
service, further reducing revenue. Finally, to meet the increased demand        
from IRAS customers, the Company utilized resold lines as a temporary           
solution until the Company's own facilities were completed. The resold          
lines, which made up a significant percentage of total lines in service,        
were not cost effective and did not generate reciprocal compensation            
revenue.                                                                        

             The combination of lower IRAS and reciprocal compensation
revenues and higher costs substantially lowered expected financial results.     
Consequently, the Company was technically in violation of certain of the        
covenants in the Pre-Petition Credit Agreement. In addition, during this        
period, the Company required additional funding to complete its planned         
network build-out. The timing of these events corresponded with a               
significant tightening of the capital markets within the telecommunications     
industry. Accordingly, the Company faced a liquidity crisis and required a      
restructuring of operations and the Company's balance sheet, which the          
Company believed could best be accomplished in Chapter 11.                      

IV. CHAPTER 11 CASES      

A.       Continuation of Business; Stay of Litigation                           

         On November 14, 2000, the Debtors filed petitions for
relief under Chapter 11 of the Bankruptcy Code. Since the Petition Date,        
the Debtors have continued to operate as debtors-in-possession subject to       
the supervision of the Bankruptcy Court and in accordance with the              
Bankruptcy Code. The Debtors are authorized to operate their business in        
the ordinary course of business, with transactions out of the ordinary          
course of business requiring Bankruptcy Court approval.                         

     An immediate effect of the filing of the Debtors'
bankruptcy petitions is the imposition of the automatic stay under the          
Bankruptcy Code which, with limited exceptions, enjoins the commencement or     
continuation of all collection efforts by creditors, the enforcement of         
liens against property of the Debtors and the continuation of litigation        
against the Debtors. This relief provides the Debtors with the "breathing       
room" necessary to assess and reorganize their business. The automatic stay     
remains in effect, unless modified by the Bankruptcy Court, until               
consummation of a plan of reorganization.                                       

B.       First Day Orders                                                       

           On the first day of these Chapter 11 cases, the Debtors
filed several motions seeking certain relief by virtue of so-called "first      
day orders." First day orders are intended to facilitate the transition         
between a debtor's prepetition and postpetition business operations by          
approving certain regular business practices that may not be specifically       
authorized under the Bankruptcy Code or as to which the Bankruptcy Code         
requires prior approval by the Bankruptcy Court. The first day orders           
obtained in these cases are typical for large Chapter 11 cases.                 

            The first day orders in the Chapter 11 Cases authorized,
among other things:                                                             

                      (a) the retention of the following professionals
to serve on behalf of the Debtors: (i) Skadden, Arps, Slate, Meagher & Flom     
(Illinois) and its affiliated law practices as bankruptcy counsel; (ii)         
Zolfo Cooper, LLC ("Zolfo Cooper") as bankruptcy consultants and special        
financial advisors; (iii) DrKW as investment banker; and (iv) Logan &           
Company, Inc. as solicitation and noticing agent (the "Claims Agent");          

                  (b) the continued retention of professionals
regularly employed by the Debtors in the ordinary course of business;           

              (c) the maintenance of the Debtors' bank
accounts and operation of their cash management systems substantially as        
such systems existed prior to the Petition Date;                                

                   (d) payment of employees' accrued prepetition
wages, royalties and employee benefit claims;                                   

                     (e) payment of prepetition shipping, warehouse,
distributor or regulatory charges and related possessory and mechanics'         
liens;                                                                          

               (f) continued utility services during the
pendency of the Chapter 11 Cases;                                               

                    (g) payment of certain prepetition tax claims;

                   (h) confirmation that the Debtors' undisputed
obligations arising from postpetition delivery of goods will have               
administrative expense priority status, administrative expense treatment        
for certain holders of valid reclamation claims, and authority to pay           
certain expenses in the ordinary course of business;                            

                      (i) joint administration of each of the Debtors'
bankruptcy cases; and                                                           

                (j) the maintenance of certain prepetition
customer programs and practices.                                                

C.       Debtor in Possession Financing                                         

1.       The DIP Facility                   

        To ensure that it would have sufficient liquidity to
conduct its businesses during the Chapter 11 Cases, the Company believed,       
at the time the Chapter 11 Cases were commenced, that it was in the best        
interests of the Company and its creditors to obtain a commitment for           
Debtor-in- Possession financing. Such financing would ensure continued          
access to sufficient working capital during the pendency of the Chapter 11      
Cases and instill confidence in its customers, critical vendors and             
employees that the Company would continue as a going concern.                   

          Accordingly, at the outset of these cases, the Debtors
sought and obtained interim authority to enter into a DIP facility (the         
"DIP Facility") with The Chase Manhattan Bank as administrative agent (the      
"Agent") and a syndicate of financial institutions (collectively, the "DIP      
Lenders") arranged by the Agent. Final authority to enter into the DIP          
Facility was granted by the Bankruptcy Court on December 19, 2000. The DIP      
Facility provided for secured postpetition financing from the DIP Lenders       
in an aggregate principal amount not to exceed $350 million, which was          
later reduced by amendment to $200 million. The DIP Facility had a term of      
eighteen months.                                                                

      Under the terms of the DIP Facility, to secure the
repayment of the borrowing and all other obligations arising under the DIP      
Facility, the Debtors granted the DIP Lenders first priority liens on           
substantially all of their assets junior to the liens of the existing           
Prepetition Secured Lenders, and other valid liens existing on the Petition     
Date. Obligations under the DIP Facility were also granted "superpriority"      
claim status under section 364(c)(1) of the Bankruptcy Code, meaning they       
have priority over all other administrative expenses. The liens and claims      
granted to the DIP Lenders are junior to the fees and expenses of the           
Office of the United States Trustee under 28 U.S.C. ss. 1930 and the Clerk      
of the Bankruptcy Court, as well as to a $3 million carve-out for the fees      
and disbursements of the professionals of the Debtors and the Creditors'        
Committee incurred after an event of default under the DIP Facility. The        
DIP Facility also contained covenants, representations and warranties,          
events of default, and other terms and conditions typical of credit             
facilities of a similar nature. The DIP Facility required that, if any          
borrowings thereunder were made, initial borrowings had to be sufficient        
to, and utilized to, pay all obligations to the Prepetition Secured Lenders     
in full.                                                                        

           Because the results of operations during the Chapter 11
Cases materially exceeded projections made at the outset of the Chapter 11      
Cases, the Debtors did not need to utilize funds available under the DIP        
Facility and, as set forth in below, had cash on hand as of November 30,        
2001 of approximately $150.6 million. Thus, to reduce financing costs by        
avoiding future fees of the DIP Facility, the Debtors terminated the DIP        
Facility on November 7, 2001.                                                   

 2.       Authorization to Use Cash Collateral

            The cash that ICG Equipment and ICG NetAhead had on hand
as of the Petition Date, and substantially all cash received by such            
Debtors during the Chapter 11 Cases, constitutes "Cash Collateral" of the       
Prepetition Secured Lenders. Cash collateral is defined in section 363 of       
the Bankruptcy Code and includes, but is not limited to, "cash, negotiable      
instruments, documents of title, securities, deposit accounts, . . . other      
cash equivalents . . . and . . . proceeds, products, offspring, rents or        
profits of property subject to a security interest . . . ." 11 U.S.C. ss.       
363(a). Under the Bankruptcy Code, the Debtors are prohibited from using,       
selling, or leasing Cash Collateral unless either the appropriate               
creditor(s) consent or the Bankruptcy Court, after notice and a hearing,        
authorizes such action. Accordingly, the Debtors obtained authority to use      
the Cash Collateral to pay current operating expenses, including payroll to     
ensure the maintenance of the Debtors' telecommunications network and to        
ensure uninterrupted customer service, which is essential to the Debtors'       
continued viability (the "Cash Collateral Order"). Importantly, pursuant to     
the Cash Collateral Order, the Debtors use of Cash Collateral is restricted     
by the terms of a budget agreed upon by the Debtors and the Pre-Petition        
Secured Lenders.                                                                

     As of February 28, 2002, the Services Debtors had
approximately $106.6 million in cash on hand, and the Holdings Debtors had      
approximately $7.8 million in cash on hand. If the Plan is consummated,         
there will be no balance sheet distinctions between the Services Debtors        
and the Holdings Debtors, and, accordingly, there will be no need to            
segregate the cash of the Services and Holdings Debtors, respectively. For      
a discussion of new liquidity to be provided by the Exit Financing, see         
Section V.G.                                                                    

D.       Appointment of Creditors' Committee                                    

           On November 29, 2000, the United States Trustee for the
District of Delaware appointed, pursuant to section 1102(a) of the              
Bankruptcy Code, certain entities to the Official Committee of Unsecured        
Creditors of the Debtors (the "Creditors' Committee"). Members of the           
Creditors' Committee have included: Aetna, Inc.; Banc One Investment;           
Cerberus Partners; Conseco Capital Management, Inc.; W.R. Huff Asset            
Management Co., L.L.C.; Lucent Technologies; and Qwest Communications           
Corporation. In or about July 2001, Qwest Communications Corporation            
resigned from the Creditors' Committee. A subcomittee (the "Holdings            
SubCommittee") of the Creditors' Committee, consisting of Aetna, Inc.,          
Conseco Capital Management, Inc. and W.R. Huff Asset Management Co.,            
L.L.C., was formed in or about December 2000.                                   

E.       Other Material Relief Obtained During the Chapter 11 Cases             

       In addition to the first day relief sought in these
Chapter 11 Cases, the Debtors have sought authority with respect to a           
multitude of matters designed to assist in the administration of the            
Chapter 11 Cases, to maximize the value of the Debtors' estates, and to         
provide the foundation for the Debtors' emergence from Chapter 11. Set          
forth below is a brief summary of certain of the principal motions the          
Debtors have filed during the pendency of the Chapter 11 Cases.                 

1.       Employee Retention Program         

         On December 19, 2000, the Bankruptcy Court approved a
program designed to retain key executives and employees. The first              
component is the retention program, which included a retention bonus            
providing an annual bonus to certain employees ranging from 6% to 150% of       
compensation depending upon their position within ICG. The second component     
is a severance policy, which provides that the Company will make severance      
payments based on length of service to certain employees who do not have        
employment contracts.                                                           

          2.       Senior Employment Agreements; Chief Executive
Officer Agreement         

            On January 31, 2001, the Bankruptcy Court authorized the
Debtors to assume and/or enter into employment contracts with twelve key        
members of the Debtors' senior management. The contracts provide for a          
severance benefit equal to one-year's base salary if terminated other than      
for cause. One of the twelve executives, Mr. Michael Kallet, who is             
critical to the maintenance of the Debtors' telecommunications network, see     
Section III.C, will also receive a $500,000 bonus upon confirmation of the      
Plan if he is still employed by the Debtors on the date the Plan is             
confirmed, or the date a sale of all or substantially all of the Company's      
assets is consummated.                                                          

       In addition, on June 21, 2001, the Bankruptcy Court
authorized the Debtors to enter into a new employment agreement with their      
Chief Executive Officer, Mr. Randall Curran (the "Curran Agreement"). The       
principal terms of the Curran Agreement are as follows:                         

        (i) Term. The term of the Curran Agreement continues
until Mr. Curran's termination, provided, however that at the end of each       
calendar month, the employment term shall be extended through the end of        
the immediately following calendar month unless notice of non-renewal is        
given by the Company to Mr. Curran not less than fifteen (15) days prior to     
the end of any such calendar month.                                             

             (ii) Compensation. An annual base salary of $900,000 (the
"Base Salary"), which may be increased in accordance with normal business       
practices and may not be reduced. If the Company achieves $31 million           
EBITDA for fiscal 2001, then Mr. Curran shall receive a $100,000 bonus (the     
"2001 Bonus Threshold"). Mr. Curran shall receive $100,000 for each $1          
million in excess of the 2001 Bonus Threshold (together with the 2001 Bonus     
Threshold, the "Performance Bonus"), and, in no event, shall the                
Performance Bonus exceed $900,000. Ten days after either (x) consummation       
of a confirmed plan of reorganization or (y) consummation of a sale of          
substantially all of the assets of the Debtors, prior to December 31, 2001,     
Mr. Curran shall receive a reorganization bonus equal to $900,000 (the          
"Reorganization Bonus"). If conditions (x) or (y) are met following             
December 31, 2001, a portion of the Reorganization Bonus may become             
payable, provided that the amount of the Reorganization Bonus shall be          
reduced by $100,000 for each whole one-month period immediately following       
December 31, 2001. Finally, if conditions (x) or (y) are met following          
December 21, 2001, and the reason such condition was not met prior to such      
date is lack of resolution of intercreditor issues or the Creditors'            
Committee's refusal to support an Acceptable Plan (as defined in the Curran     
Agreement), then the Reorganization Bonus shall be $900,000.                    

       (iii) Expenses and Other Benefits. Mr. Curran shall
receive (i) employee benefits as are generally provided to senior               
executives of the Debtors, (ii) reimbursement for all reasonable                
out-of-pocket expenses incurred in connection with the performance of his       
duties as CEO, including reasonable costs associated with permanently           
relocating to the Denver metropolitan area, and (iii) vacation time, paid       
holidays, and personal days in accordance with the Debtors' policy then in      
effect.                                                                         

           (iv) Termination. If the Agreement is terminated by Mr.
Curran for "good reason," or if the Debtors terminate Mr. Curran's              
employment for any reason other than Mr. Curran's death, disability, or for     
cause, the Company shall pay Mr. Curran a lump sum termination benefit in       
an amount equal to fifteen months' Base Salary at the rate then in effect.      

            3.       Extension of Time to Assume or Reject Unexpired
Leases                    

            Given the size and complexity of these Chapter 11 Cases,
the Debtors were unable to complete their analysis of all nonresidential        
real property leases during the time limitation prescribed by section           
365(d)(4) of the Bankruptcy Code. On January 31, 2001, the Bankruptcy Court     
extended the time by which the Debtors must assume or reject leases of          
nonresidential property for six months, through and including July 12,          
2001. On June 21, 2001, the Bankruptcy Court extended that period an            
additional six months, through and including January 10, 2002. Finally, on      
January 10, 2002, the Bankruptcy Court extended that period through the         
date of Confirmation of this Plan.                                              

4.       Extension of Exclusive Periods     

            Pursuant to orders of the Bankruptcy Code dated February
27, 2001, August 2, 2001, and December 6, the Bankruptcy Court extended the     
Debtors' exclusive period to propose a plan of reorganization (the "Plan        
Proposal Period") and to solicit acceptances of such Plan (the                  
"Solicitation Period"). On February 20, the Bankruptcy Court extended the       
plan proposal period through August 11, 2001, and the solicitation period       
through October 10, 2001. On August 2, 2001, the Bankruptcy Court further       
extended the Plan Proposal Period through December 10, 2001, and the            
Solicitation Period through February 8, 2002. On December 6, 2001, the          
Bankruptcy Court further extended the Plan Proposal Period through March 8,     
2002, and the Solicitation Period through May 7, 2002. Finally, on or about     
April 3, 2002, the Bankruptcy Court extended the Solicitation Period            
through July 1, 2002, and prohibited any third party from filing a              
competing plan during the Solicitation Period.                                  

             5.       Settlement with Qwest Communications Corporation

     Prior to the Petition Date, Qwest and the Debtors
developed a number of important and mutually valuable business                  
relationships, governed by a plethora of contracts (collectively, the           
"Qwest Prepetition Agreements"). The Qwest Prepetition Agreements include       
contracts pertaining both to the Debtors' ISP business and their operations     
as a CLEC. During the pendency of the Chapter 11 Cases, both the Debtors        
and Qwest asserted various breaches of, and claims under, the Qwest             
Prepetition Agreements. Following lengthy negotiations, the parties agreed      
to enter into a settlement resolving all of the claims and issues between       
the parties (the "Qwest Settlement Agreement") in order to continue a           
cooperative, mutually beneficial relationship and to avoid potentially          
costly litigation. The Qwest Settlement Agreement was approved by the           
Bankruptcy Court on or about June 21, 2001.                                     

            Under the Qwest Settlement Agreement, the Debtors agreed
to assume certain executory contracts, as amended, to mutually benefit both     
parties. For example, the Debtors agreed to assume an agreement regarding       
the use of certain optical fiber capacity after it was modified (i) to          
reduce the number of fiber circuits granted by ICG, and (ii) to require         
Qwest's payment of certain completion costs for the unfinished circuits.        
Additionally, the Debtors and Qwest amended and restated two existing           
agreements under which ICG sells Internet services to Qwest. Under the          
Qwest Settlement Agreement, the Debtors also assumed an agreement, as           
amended, under which Qwest leases certain fiber optic capacity from ICG on      
a "take or pay" basis.                                                          

            In addition to assuming certain executory contracts, the
Qwest Settlement Agreement resolved issues related to prepetition setoffs.      
After a careful review of its books and negotiations between the parties,       
the Debtors agreed that Qwest had valid setoff rights with respect to           
certain of the Qwest Prepetition Agreements. As a result of such                
negotiations, Qwest agreed to waive certain claims, and the Debtors agreed      
to transfer title of certain assets to Qwest. In addition, as a part of the     
global settlement, Qwest paid $10 million to the Debtors for amounts owed       
during the prepetition period and as additional consideration for the           
global settlement.                                                              

           The Debtors, their estates and their creditors received
significant benefits from the Qwest Settlement Agreement including: (a)         
eliminating unsecured claims exceeding $230 million; (b) receiving $10          
million in cash; (c) modifying its service contract with Qwest to eliminate     
the risk that current revenue levels could materially decrease; and (d)         
increasing monthly revenue received by the Debtors from Qwest by over $1.4      
million per month for 36 months and over $1 million for the following 24        
months. More importantly, the Qwest Settlement Agreement permits the            
Debtors to continue to have a highly beneficial and valuable working            
relationship going forward with one of their largest customers, which also      
happens to be a significant and highly influential company in the               
telecommunications industry.                                                    

      6.       Settlement and Assumption with Respect to
Corporate Headquarters    

            In January 1998, the Debtors established their corporate
headquarters at 161 Inverness Drive West, Englewood, Colorado (the              
"Headquarters Property"). The Headquarters Property includes the Debtors'       
main office complex, as well as a Network Operations Center for monitoring      
their network. Originally, Debtor ICG Holdings was the tenant with respect      
to the Headquarters Property, and the lessor was a non-affiliated party,        
TriNet Essential Facilities X, Inc. ("TriNet"). Under such lease (the           
"Headquarters Lease"), which would have expired by its own terms on January     
31, 2013, ICG Holdings provided TriNet with a $10 million security deposit      
(the "Security Deposit").                                                       

           Starting in January 1999, a series of transactions were
consummated pursuant to which (a) the Headquarters Property was sold by         
TriNet to Debtor ICG Services for approximately $44 million, and (b) ICG        
Services then sold the Headquarters Property to ICG 161, L.P. (the              
"Partnership"). The Partnership is a single-purpose limited partnership         
formed specifically to own the property and be the lessor under the             
Headquarters Lease. Pursuant to the partnership agreement (the "Partnership     
Agreement"), 99% of the Partnership is owned by ICG Corporate Headquarters,     
L.L.C. (the "ICG Partner"), and 1% is owned by TriNet Realty Investments        
V., Inc., which is an affiliate of TriNet (the "iStar Partner"). The ICG        
Partner is a wholly-owned subsidiary of ICG Services, and neither the           
Partnership nor the ICG Partner is a debtor in these Chapter 11 Cases.          

             To finance the purchase of the Headquarters Property, ICG
Services obtained a loan for approximately $33 million from another TriNet      
affiliate, TriNet Realty Capital, Inc. (the "Lender"), secured by a deed of     
trust (the "Deed of Trust") on the Headquarters Property (collectively, the     
"Loan"). TriNet utilized the $10 million Security Deposit established by        
ICG Holdings under the Headquarters Lease to pay the balance of the             
purchase price. ICG Services reimbursed such deposit to ICG Holdings. When      
ICG Services then sold the property to the Partnership, the Partnership         
assumed the Loan, ICG Services became the guarantor with respect thereto,       
and the Partnership became the landlord under the Headquarters Lease. The       
parties agreed that the Security Deposit did not have to be reinstated at       
that time. In sum, ICG Holdings paid rent under the Headquarters Lease to       
the Partnership, which in turn made the mortgage payment under the Loan.        

            Pursuant to the Partnership Agreement, the iStar Partner
had an option to purchase (the "Purchase Option") the ICG Partner's             
interest in the Partnership and/or purchase the Headquarters Property for       
approximately $43 million (the "Option Price") upon certain conditions and      
in certain circumstances (i.e., certain defaults). If the iStar Partner         
exercised the Purchase Option, it could satisfy a portion of the Option         
Price by assumption of the Loan (approximately $33 million). The remaining      
$10 million of the option price, nominally payable to the ICG Partner (ICG      
Services' wholly-owned subsidiary), in fact had to be used to reinstate the     
$10 million Security Deposit under the Headquarters Lease. Under the terms      
of the Headquarters Lease, the Security Deposit would not be returned until     
January 2013.                                                                   

      In the Spring of 2000, ICG Services entered into a
construction contract (the "Construction Contract") with Bovis Lend Lease       
("Bovis") for construction of a parking garage (the "Garage") on the            
Headquarters Property. Thereafter, ICG Services failed to pay certain of        
Bovis' invoices. As a result, Bovis and its subcontractors filed                
significant mechanics' liens, totaling over $2.5 million, against the           
Headquarters Property. In the Autumn of 2000, Bovis shut down the project       
site, even though construction with respect to the Garage was not complete.     
Shortly thereafter, Bovis, along with several of its subcontractors, began      
pursuing lien foreclosure actions against the Headquarters Property. These      
violations arguably constituted triggering events with respect to the iStar     
Partner's Purchase Option because the existence of mechanics' liens on the      
Headquarters Property were events of default under the Headquarters Lease       
and Partnership Agreement.                                                      

        To resolve the numerous problems associated with the
construction of the Garage and to restructure the ownership interest in the     
property, on June 21, 2001 the Debtors obtained Bankruptcy Court approval       
of a settlement agreement with the iStar Partner relating to the                
Headquarters Property. Under the settlement agreement: (a) the Lender           
exercised its option to purchase the Headquarters Property and agreed to        
fund completion of the Garage up to $7.8 million (including arrearages and      
mechanics' liens); (b) the Debtors and the ICG Partner received a full          
release from any and all obligations they may have as guarantor under the       
Loan; (c) the Debtors were released from any obligation to cure existing        
and/or past defaults under the Headquarters Lease, the Partnership              
Agreement or the Loan; and (d) the Headquarters Lease was amended in            
several significant ways, including deletion of the security deposit            
requirement, extension of the term by ten years, and elimination of the         
iStar Partner's obligation to pay the $10 million in cash. In conjunction       
with the settlement agreement, the Bankruptcy Court authorized the Debtors      
to assume the Headquarters Lease, as amended in accordance with the terms       
described above.                                                                

7.       De Minimis Asset Sale Procedure    

         Under Section 363 of the Bankruptcy Code, asset sales
outside of the Debtors' ordinary course of business require a separate          
notice and hearing. On January 31, 2001, the Bankruptcy Court authorized        
the Debtors to sell assets outside of the ordinary course of business           
without a separate notice and hearing for each such sale if the sale price      
for a specified asset or group of related assets is $3 million or less (the     
"De Minimis Asset Sale Order"). In lieu of a separate notice and hearing,       
the Bankruptcy Court authorized the following procedure for each such sale:     
(i) five (5) business days notice of each such proposed sale to the U.S.        
Trustee, counsel for the Creditors' Committee, counsel to the DIP Agent         
under the DIP Facility, counsel to the agent under the Pre-Petition Credit      
Facility Agreements, and the holder of any lien, claim or encumbrance           
relating to the proposed property to be sold; (ii) such notice parties have     
five (5) business days to object to the proposed transaction; (iii) if any      
such party objects to the proposed transaction within five (5) days, and        
the Debtors and the objecting party cannot resolve the objection utilizing      
good faith efforts, then the Debtors cannot consummate such sale absent         
Bankruptcy Court approval; and (iv) if no such parties object within the        
specified time period, then the Debtors are authorized to consummate the        
proposed sale.                                                                  

             In accordance with the terms of the Bankruptcy Court's De
Minimis Asset Sale Order, the Debtors consummated four De Minimis Asset         
Sales. Specifically, they sold certain office furniture for $480,000,           
shares in Cienna Systems, Inc. for approximately $2 million, certain            
microwave assets and license agreements for approximately $1 million, and       
certain fiber optic cable in exchange for a conduit system.                     

     8.       Negotiations with Sun Microsystems, Inc.

       As of the Petition Date, the Debtors leased certain
equipment from Sun Microsystems, Inc. ("Sun"). The Debtors asserted that        
such leases were secured financing transactions, and, accordingly, did not      
make lease payments during the Chapter 11 Cases. Sun filed a Proof of Claim     
in excess of $23 million against ICG Communications, Inc. Pursuant to a         
stipulation that was approved by the Bankruptcy Court, the Debtors made         
provisional adequate protection payments to Sun during the Chapter 11 Cases     
totaling $1,836,529.76. Such payments were made with a full reservation of      
rights between Sun and the Debtors.                                             

          Negotiations to resolve issues between the Debtors and
Sun remain ongoing. All Sun equipment has been returned to Sun, as such         
equipment was not being utilized by the Debtors, was not necessary for the      
Debtors' ongoing operations, and is subject to liens held by Sun to secure      
Sun's Claims. Sun has asserted that it is entitled to additional adequate       
protection payments from the Debtors as a result of alleged depreciation of     
the Sun equipment during the Chapter 11 Cases in an amount exceeding the        
adequate protection payments made to Sun to date. The Debtors have asserted     
that no additional adequate protection payments are required, and that Sun      
should return a portion of the payments already made. The Debtors and Sun       
are attempting to resolve this dispute consensually, and if they are not        
able to do so, will litigate the issue in the Bankruptcy Court. The Debtors     
do not believe that the potential outcome of this dispute will have any         
material effect on the Business Plan or the Debtors' ability to make the        
payments proposed to creditors under the Plan.                                  

F.       Settlements with Significant Creditors                                 

1.       Lucent                             

             Lucent Technologies, Inc. (together with its subsidiaries
and affiliates, "Lucent") was the Company's primary supplier of switching       
equipment (the "Lucent Equipment"), which routes voice and data connections     
in 27 major metropolitan areas throughout the country. The Lucent               
Equipment, as well as the contractual right to use software necessary to        
operate such equipment licenses from Lucent (the "Software Rights"), are        
critical to the Company's ongoing operations. The purchase of the Lucent        
Equipment and the Software Rights are contained in a master agreement with      
ICG Equipment ("the Lucent Contract").                                          

      As of the Petition Date, ICG Equipment owed Lucent
approximately $86 million (the "Lucent Prepetition Claim") in connection        
with the agreement to purchase the Lucent Equipment and utilize the             
Software Rights. Lucent has contended that it has ownership rights with         
respect to certain of the Lucent Equipment possessed by ICG Equipment and,      
in addition, that in order to be able to continue to utilize any of the         
Software Rights, ICG Equipment must assume all obligations to Lucent under      
the Lucent Contract, and thus pay the full amount of the Lucent Prepetition     
Claim. The Company contests these assertions.                                   

           To avoid the expense, uncertainty, and delay associated
with litigation over these issues, the Debtors negotiated a settlement with     
Lucent. As described in Schedule 5.13 of the Plan, under the settlement         
agreement, on the Effective Date, (a) ICG Equipment will make a cash            
payment to Lucent in the amount of $2 million, (b) ICG will issue Lucent an     
unsecured promissory note in the amount of $9 million, and (c) ICG              
Equipment will return to Lucent certain Lucent Equipment that the Company       
no longer utilizes. In addition, Lucent will retain an Allowed General          
Unsecured Claim against ICG Equipment in the amount of $68 million. The         
Company will retain clear title to all Lucent Equipment it is utilizing and     
will be expressly authorized to continue to utilize the Software Rights.        

2.       Cisco                              

        Cisco Systems, Inc. and Cisco Capital (collectively,
"Cisco") are critical vendors to the Company. Prior to the Petition Date,       
Cisco was a key provider of computer hardware and software necessary for        
the operation of the Company's data network. Specifically, certain              
equipment was purchased by the Services Debtors from Cisco Systems, Inc.,       
and, beginning in January 2000, such equipment was acquired under a master      
lease agreement with Cisco Capital.                                             

             Certain of this equipment is crucial to the operations of
the Company's network. In addition, Cisco's continued software and              
equipment support will enable the Company to continue providing Internet        
service to customers. The majority of this equipment is leased under            
agreements that the Debtors believe are properly viewed as financings.          
Under the Cisco documents, Cisco was granted a lien on all Cisco equipment      
to secure its claims. Cisco filed UCC financing statements to perfect these     
security interests, but did not do so within the ninety (90) days prior to      
the Petition Date. Cisco filed Proofs of Claim asserting secured and            
unsecured claims exceeding $200 million. A portion of the Cisco equipment       
was never delivered to the Company, and is located in warehouses controlled     
by Cisco, and Cisco asserts that it has retained title to all such              
equipment. In addition, Cisco has contended that to be able to continue to      
use certain software and license rights from Cisco, the Services Debtors        
would have to assume their contractual obligations to Cisco with respect to     
software and license agreements, and pay the full amount of Cisco's cure        
claims thereunder, which are approximately $10 million.                         

          To avoid the expense, uncertainty and delay associated
with litigation over these issues, the Debtors negotiated a settlement with     
Cisco. As described in Schedule 5.14 of the Plan, under the settlement          
agreement, on the Effective Date, (a) the Services Debtors will make a cash     
payment to Cisco in the amount of $4.9 million, (b) ICG will issue to Cisco     
an unsecured promissory note payable over two (2) years in the amount of        
$4.9 million, and (c) the Debtors will not contest Cisco's ownership of the     
equipment located in the Cisco-controlled warehouses. In addition, Cisco        
shall be granted an Allowed General Unsecured Claim against ICG Equipment       
in the amount of $170 million. The Company will retain clear title to all       
Cisco equipment it possesses and will be expressly authorized to continue       
to utilize the software and license rights from Cisco.                          

G.       Summary of Claims Process and Bar Date                                 

          1.       Schedules and Statements of Financial Affairs

             On January 8, 2001, the Debtors filed Schedules of Assets
and Liabilities and Statements of Financial Affairs (collectively, the          
"Schedules and Statements") with the Bankruptcy Court. Among other things,      
the Schedules and Statements set forth the Claims of known creditors            
against each the Debtors as of the Petition Date, based upon the Debtors'       
books and records. Separate Schedules and Statements were filed for each of     
the 26 Debtors.                                                                 

2.       Claims Bar Date and Proofs of Claim

            On February 9, 2001, the Debtors filed a motion with the
Bankruptcy Court to establish the general deadline for filing proofs of         
claim against the Debtors by those creditors required to do so (the "Bar        
Date"). On February 27, 2001 the Bankruptcy Court established the Bar Date      
as April 30, 2001. The Bankruptcy Court's order establishing the Bar Date       
(the "Bar Date Order") requires that the Debtors' Claims Agent provide          
notice of the Bar Date by mailing: (i) a notice of Bar Date; (ii) a proof       
of claim form; and (iii) a notice of either unliquidated, contingent and/or     
disputed claim or liquidated, non-contingent and undisputed claim upon the      
requisite persons or entities.                                                  

           Proofs of Claim aggregating over 2,000 in number and in
excess of $12.1 billion have been filed against the Holdings Debtors. A         
significant amount of the proofs of claim filed are either duplicative, are     
based upon guarantees, or are based upon intercompany relationships. In         
addition, numerous Claims were asserted by various alleged creditors in         
unliquidated amounts. The Debtors believe that numerous other claims that       
have been asserted or threatened to be asserted are without merit and           
intend to object to all such Claims. There can be no assurance that the         
Debtors will be successful in contesting any of such Claims. Although the       
Debtors' completion of their review of all Claims filed is anticipated to       
be completed after the Confirmation Date, based upon the review of Claims       
and reconciliation of Proofs of Claim conducted to date, the Debtors            
believe that General Unsecured Claims against the Holdings Debtors are          
likely to become Allowed Claims in the approximate aggregate amount of $1.4     
billion. However, the Debtors do not anticipate having reviewed and fully       
analyzed all Proofs of Claim filed in these cases by the Confirmation Date.     
Accordingly, the actual amount of General Unsecured Claims against the          
Holdings Debtors that ultimately become Allowed Claims could materially         
exceed $1.4 billion, and, if so, estimated percentage recoveries for            
holders of Claims in Class H-4 could be materially less than as estimated       
in this Disclosure Statement.                                                   

         Proofs of Claim aggregating over 700 in number and in
excess of $4.5 billion have been filed against the Services Debtors. A          
significant amount of the proofs of claim filed are either duplicative, are     
based upon guarantees, or are based upon intercompany relationships. In         
addition, numerous Claims were asserted by various alleged creditors in         
unliquidated amounts. The Debtors believe that numerous other claims that       
have been asserted or threatened to be asserted are without merit and           
intend to object to all such Claims. There can be no assurance that the         
Debtors will be successful in contesting any of such Claims. Although the       
Debtors' completion of their review of all Claims filed is anticipated to       
be completed after the Confirmation Date, based upon the review of Claims       
and reconciliation of Proofs of Claim conducted to date, the Debtors            
believe that General Unsecured Claims against the Services Debtors are          
likely to become Allowed Claims in the approximate aggregate amount of $1.1     
billion. However, the Debtors do not anticipate having reviewed and fully       
analyzed all Proofs of Claim filed in these cases by the Confirmation Date.     
Accordingly, the actual amount of General Unsecured Claims against the          
Services Debtors that ultimately become Allowed Claims could materially         
exceed $1.1 billion, and, if so, estimated percentage recoveries for            
holders of Claims in Class S-4 could be materially less than as estimated       
in this Disclosure Statement.                                                   

         With respect to Convenience Claims in Classes H-3 and
S-3, the Debtors estimate there will ultimately be approximately 1,100          
creditors holding approximately $1.6 million in aggregate Allowed Class H-3     
Claims and approximately 320 creditors holding approximately $0.6 million       
in aggregate Allowed Class S-3 Claims. These estimates include estimates of     
the number of holders of Claims in excess of $5,000 that will elect to          
reduce their aggregate Claims to $5,000, and thus receive payment of $2,500     
in Cash rather than receive the proposed recoveries for Classes H-4 and         
S-4, respectively. There can be no assurance that the amount of Claims in       
Classes H-4 and S-4, respectively, will not exceed these estimates, and if      
they do, the aggregate amount of Cash the Debtors will be required to pay       
to holders of Class H-4 and S-4 Claims could increase.                          

H.       Summary of Material Litigation Matters                                 

    During the Chapter 11 Cases to date, the Debtors
commenced or were involved in a number of lawsuits. A summary of the            
significant actions is set forth below. In addition, the Company is a party     
to certain other litigation that has arisen in the ordinary course of           
business. The Debtors do not believe that the ultimate resolution of these      
matters will have a material adverse effect on the Company's financial          
condition, results of operations or cash flow.                                  

1.       Shareholder Suits                  

          The Company was served with fourteen lawsuits filed by
various shareholders in the United States District Court for the District       
of Colorado. All of the suits name as defendants ICG, ICG's former Chief        
Executive Officer, J. Shelby Bryan, and ICG's former president, John Kane.      
Additionally, one of the complaints names ICG's former president, William       
S. Beans, Jr., as a defendant. Both Messrs. Bryan and Beans remain on ICG's     
Board of Directors. All of the complaints seek damages for alleged              
violations of Rules 10(b) and 20(a) of the Securities Exchange Act of 1934,     
and a proof of claim was filed on behalf of all class members asserting         
claims in excess of $655 million. The complaints sought class action            
certification for similarly situated shareholders. In October 2001,             
District Court for the District of Colorado entered an order consolidating      
the complaints and appointing a lead plaintiffs' counsel. ICG has tendered      
these claims to its insurers.                                                   

      In February 2002, lead plaintiffs' counsel for the
various shareholders filed a consolidated amended complaint with the            
District Court for the District of Colorado. In addition to naming Messrs.      
Bryan and Beans as defendants, such amended complaint names the Company's       
former chief financial officer, Harry R. Herbst, as a defendant. The            
amended complaint does not name the Company's former president, John Kane,      
as a defendant. In addition, the amended complaint does not name the            
Company as a defendant, but states that, but for the fact that claims           
against ICG have been stayed pursuant to the Bankruptcy Code, the Company       
would be named as a defendant. The amended complaint continues to allege        
violations of Rules 10(b)(5) and 20 of the Securities and Exchange Act of       
1934 and seeks unspecified damages.                                             

    The claims against the individual defendants are
proceeding and these defendants have retained separate legal counsel to         
prepare a defense. Under section 510(b) of the Bankruptcy Code, all such        
Claims against ICG are mandatorily subordinated and thus are classified in      
Class H-5, and will be discharged. Holders of Claims and Interests in such      
classes will not receive any recovery under the Plan.                           

    2.       ICG Funding Preferred Shareholders Suit

           In January 2001, certain shareholders of ICG Funding, a
wholly owned subsidiary of the Company, filed an adversary proceeding in        
the United States Bankruptcy Court for the District of Delaware against the     
Company and ICG Funding. The shareholders in this adversary action sought       
to recover approximately $2.3 million from an escrow account established        
prior to the Petition Date to fund certain dividend payments to holders of      
the Funding Exchangeable Preferred Securities. Because ICG Funding filed        
for bankruptcy protection, it did not declare the last dividend that was to     
have been paid with the remaining proceeds of the escrow account. In April      
2001, the Company and ICG Funding obtained Bankruptcy Court approval of a       
settlement agreement with the ICG Funding shareholders. Under the terms of      
the settlement, the shareholders received approximately two-thirds (2/3) of     
the funds in the escrow account and the Company received the remaining          
one-third (1/3) of the escrowed funds, subject to certain contingencies and     
holdbacks related to shareholders that did not participate in the               
settlement.                                                                     

I.       Development and Summary of The Business Plan                           

             In the fall of 2000, ICG's management team identified the
main areas of operations and procedures that required change before the         
Company could effect a turn-around to profitability. Six major areas of         
improvement were identified, and objectives and teams were established to       
resolve the issues. These objectives have either been met or are                
successfully being implemented as of the third quarter 2001. Concurrently       
in the fall of 2000, the Company began developing its long-term business        
plan, reconsidering all products, market opportunities, geographic focus,       
cost structure and strengths, as well as the Company's existing asset base,     
capacity and capital constraints. As a result of these efforts, ICG has         
consistently achieved profitability before interest, taxes, depreciation,       
and amortization since March 2001.                                              

            The Company's long-term plan is focused on three primary
areas of business: (1) Dial-Up Service; (2) Point-to-Point Broadband; and       
(3) Corporate Services. The Company believes these areas are the best fit       
for its current strengths and network architecture, as well as providing        
the opportunity for substantial long-term growth opportunity.                   

      1.       Services to be Offered by Reorganized ICG

(a)   Dial-Up Access      

        ICG plans to maintain and increase its position as a
leading provider of wholesale Dial-Up Internet access service to ISPs and       
other customers. Most of these services are on switch through the Company's     
owned facilities and utilize the Company's network infrastructure including     
fiber backbone and data Points of Presence ("POPs"). The Company can easily     
expand these services with its unutilized switch port, managed modem and IP     
backbone capacity. The Company currently has significant market share and       
expects to benefit from the consolidation of the ISP industry as national       
ISPs seek the scale, geographic scope and network reliability of larger         
providers such as ICG. ICG is currently a vendor for most of the nation's       
largest ISPs. As of the third quarter 2001, the Company had approximately       
610,000 Dial-Up ports in service with capacity for approximately 500,000        
additional ports.                                                               

            ICG offers primary rate interface ("PRI") ports (one-and
two-way) and managed modem services ("IRAS") to ISPs, carriers and other        
communications service companies such as telemarketing companies. PRI           
service typically involves routing calls from ISP end-users (Internet           
subscribers dialing-in to access the Internet) from the public switched         
telephone network to the ISP-owned modem banks. Calls are routed from the       
public network to the ICG switch, where it is sent to the ISP-owned managed     
modem equipment, typically collocated at the ICG central office facility.       
If the ISP is not collocated, a Point-to-Point Broadband connection is          
required between the ISP POP and the ICG central office. PRI is priced per      
port per month typically under multi-year contracts. The Company's costs        
are primarily for leased DS3 lines that connect the public network to the       
ICG switch or for leased T1 lines between the ICG switch and ISP POP. As        
part of its cost saving initiatives in late 2000, ICG stopped selling PRIs      
requiring leased circuits and substantially reduced the number of leased        
circuits within its network, lowering costs and increasing its operating        
margin from Dial-Up. IRAS service is a more complete service offering that      
connects, sends and routes customer data traffic using ICG's fiber backbone     
and peering with multiple private and public sites. IRAS is also charged        
per port, per month and typically is sold under multi-year contracts. The       
Company's associated costs are mainly for the connection charges to the         
public network, leased PRI in cities where ICG does not have a switch, and      
network backbone and backhaul costs to transfer traffic to the ICG hub          
closest to the ISP POP.                                                         

         The Dial-Up Access market has experienced competitive
pricing pressure and competition from higher speed Internet connection          
alternatives such as DSL and cable access. ICG's Dial Up Access revenues        
however, are growing as ISP industry consolidation has increased business       
for national network providers such as ICG, and as the Company's reputation     
for reliable service has improved.                                              

    (b)   Point-to-Point Broadband

     ICG includes three products in its Point-to-Point
Broadband Service: (i) dedicated bandwidth (traditionally referred to as        
special access); (ii) switched access; and (iii) SS7 service. Approximately     
eighty percent (80%) of revenue in this category is for dedicated               
connections offered at DS-1 to OC-192 capacities (with availability             
depending upon location) and sales are predominantly to other carriers. The     
Company provides dedicated bandwidth to connect (x) carriers to local           
markets, large corporations and other carrier facilities and (y) large          
corporations to their long-distance carrier site and other locations. ICG       
plans to expand its Point-to-Point dedicated services, focusing sales in        
areas where ICG has local fiber and buildings close to or on-net. ICG is        
targeting carriers, ISPs and large businesses.                                  

   Switched access service includes interstate and
intrastate transport and switching of calls between two carriers or a           
carrier and end-user. By using ICG to switch (terminate or originate) a         
call, it reduces the long-distance carriers local access cost, which is a       
major operating expense. The switched access market is under pricing            
pressure from the ILECs, thereby reducing margins. ICG continues to support     
its existing customer base, but is not pursing switched access as a growth      
line of business. SS7 services are used to connect long-distance companies      
(including wireless) companies to local networks using SS7 signals between      
network elements to provide faster call set-up and more efficient use of        
network resources. ICG is one of the few SS7 providers and more than half       
of the Company's SS7 customers buy other services from ICG.                     

(c)   Corporate Services  

      The Company offers Internet access, data and voice
services to corporate customers. The Company's current customer base is         
primarily located in California, Ohio, Texas, Colorado and parts of the         
southeast. ICG's traditional service offerings as a competitive local           
exchange carrier are maintained under Corporate Services, although ICG has      
redirected its focus to target growth in data through DIA service to medium     
to large sized businesses, or those having between 50 and 2,000 employees,      
in its 27 major markets. DIA industry projections for T1 and T3 services        
reflect a compound growth rate of thirteen percent (13%) over the next five     
(5) years as more and more businesses conduct purchasing, sales and             
day-to-day operations using the Internet. ICG believes it is well               
positioned to grow this service with its metropolitan asset base, data          
network infrastructure, and Internet experience.                                

       As part of its cost savings initiative in 2001, the
Company sought to transition its voice customers requiring resold lines to      
other carriers, thereby reducing its customer base. The Company's business      
plan focuses on larger customers requiring data services where voice            
services may be added in a cost-efficient manner. During the fourth quarter     
of 2001, ICG reorganized its sales force and added the capability to            
specifically expand DIA sales starting in 2002. This service provides           
dedicated bandwidth from a customer's premise directly to the Internet at       
T1 and T3 speeds using ICG's more than seventy (70) peering arrangements.       
ICG currently offers basic T1 and T3 DIA to corporate customers and in 2002     
plans to launch value added services such as virtual private networking, T3     
bursting and service level agreements.                                          

2.       Geographic Footprint               

            ICG halted an aggressive expansion program in the fourth
quarter of 2000 and has defined its footprint to maximize profitability in      
the near term while maintaining appropriate presence in markets where           
longer-term opportunity is believed to exist. Existing port capacity in the     
identified switch markets serves as the basis for future revenue                
opportunities, while DIA will be expanded from eight cities in 2001 to          
other switch markets in 2002. ICG has switches in the following markets:        

State or Region        City or County          # of                             
                      Switches
California             Los Angeles             5                                
Oakland                 1         
Ontario                 1         
Orange County           3         
Sacramento              2         
San Diego               2         
San Francisco           2         
San Jose                2         
Colorado                                                                        
Denver                  4         
Colorado Springs        1         
Ohio                                                                            
Akron                   1         
Cincinnati              1         
Cleveland               3         
Columbus                2         
Dayton                  1         
Texas                                                                           
Austin                  1         
Corpus Christi          1         
Dallas                  1         
Houston                 1         
San Antonio             1         
Southeast/Northe                                                                
ast                                                                             
Atlanta                 1         
Birmingham              1         
Charlotte               1         
Louisville              1         
Nashville               1         
Chicago                 1         
New York                1         

       In the first-half of 2002, the Company expanded its
switch market to include: Seattle, Washington; Salt Lake City, Utah;            
Washington D.C.; and Boston, Massachusetts.                                     

3.       Network and Facilities             

   (a)   Regional Network Assets

            ICG's regional assets include 43 voice and data switches
located in 27 metropolitan service areas plus approximately 5,540 miles of      
leased or owned regional and metropolitan fiber comprising 165,850 local        
fiber strand miles. The regional network assets support all three primary       
lines of business.                                                              

             The majority of the Company's metropolitan fiber is built
in Synchronous Optical Network ("SONET") rings that encircle a metropolitan     
area. This ring architecture is intended to be accessible to the largest        
concentration of telecommunications intensive business customers within a       
given market and to provide fiber redundancy to ensure uninterrupted            
service. ICG currently connects approximately 6,700 buildings to its            
network through on-net (i.e. connected to the ICG network via ICG-owned         
fiber) and hybrid (connected to the ICG fiber network via third party           
fiber) applications, of which approximately 900 buildings are connected         
on-net. In addition, the network is designed to access long distance            
carriers as well as end-user telecommunications traffic in a cost efficient     
manner that lends itself to providing competitive Point-to-Pont Broadband       
services to other carriers.                                                     

    ICG has considerable assets in various stages of
construction, many of which are substantially complete. The majority of         
these assets are uninstalled transport and switch equipment, software           
development and new network construction. In addition, the Company has some     
switch equipment that it may not complete. The Company is reviewing options     
to sell these assets.                                                           

           (b)   Nationwide Network Architecture

         As described in Section III.A, ICG's nationwide fiber
optic data backbone has OC- 48 long-haul capacity currently operating at        
OC-3/OC-12 and connecting nine (9) major metropolitan areas. The fiber          
backbone is connected to data POPs and 26 ATM switches with high                
performance routers. The Company has peering arrangements at seven public       
peering sites: MAE East (Washington, D.C.), MAE West (Santa Clara,              
California), MAE West ATM, MAE Dallas ATM, PacBell (San Jose, California),      
Sprint NAP (Newark, New Jersey), and Ameritech (Chicago, Illinois). The         
Company also has peering arrangements with approximately seventy (70)           
private companies. The Company owns and leases dedicated lines throughout       
the United States, and is currently in the process of consolidating             
numerous dedicated lines and data POPs as part of its cost reduction            
efforts.                                                                        

       The majority of the Company's long-haul capacity is
obtained through 20 year indefeasible right of use ("IRU") agreements with      
Qwest. The Company currently has OC-12 capacity which connects: San Jose,       
Los Angeles, Denver, Dallas, Atlanta, Washington, D.C., Newark, and             
Chicago. The Company plans to upgrade routes from Denver and San Jose to        
Seattle. The Company has the potential to upgrade the current OC-12 routes      
to OC-48 capacity by placing its additional OC- 12 capacity into service.       

4.    The Projections     

             As discussed in more detail in Section IX and Appendix D,
the Company has prepared pro forma financial projections through December       
31, 2005 for the Company on a consolidated basis. The Projections are based     
on numerous assumptions, as discussed in Section IX and Appendix D.             

V. SUMMARY OF THE PLAN OF REORGANIZATION    

     THIS SECTION PROVIDES A SUMMARY OF THE STRUCTURE,
CLASSIFICATION, TREATMENT AND IMPLEMENTATION OF THE PLAN AND IS QUALIFIED       
IN ITS ENTIRETY BY REFERENCE TO THE PLAN, WHICH ACCOMPANIES THIS DISCLOSURE     
STATEMENT, AND TO THE EXHIBITS ATTACHED THERETO.                                

         THE PLAN ITSELF AND THE DOCUMENTS REFERRED TO THEREIN
WILL CONTROL THE TREATMENT OF CREDITORS AND EQUITY SECURITY HOLDERS UNDER       
THE PLAN AND WILL, UPON THE EFFECTIVE DATE, BE BINDING UPON HOLDERS OF          
CLAIMS AGAINST, OR INTERESTS IN, THE DEBTORS, THE REORGANIZED DEBTORS AND       
OTHER PARTIES IN INTEREST.                                                      

A.       Substantive Consolidation and Intercompany Claims                      

         1.       Nature of Consolidation Proposed in the Plan

 The Plan does not provide for the substantive
consolidation of the Holdings Debtors and the Services Debtors. The Plan        
does provide for the substantive consolidation of the Estates that comprise     
the Holdings Debtors, and the Estates that comprise the Services Debtors,       
respectively, only for purposes of the Plan; that is, for voting,               
confirmation and distribution purposes. Substantive consolidation under the     
Plan will not effect a transfer or commingling of any assets of any             
Debtors, and all assets (whether tangible or intangible) will continue to       
be owned by the respective Debtors.                                             

            Specifically, under the Plan, on the Effective Date, (a)
all assets and liabilities of each of the Holdings Debtors shall be deemed      
merged or treated as though they were merged into and with the assets and       
liabilities of ICG; (b) all assets and liabilities of each of the Services      
Debtors shall be deemed merged or treated as though they were merged into       
and with the assets and liabilities of ICG Services, Inc.; (c) no               
distributions shall made under the Plan on account of Intercompany Claims       
among the Debtors; (d) no distributions shall be made under the Plan on         
account of Subsidiary Interests; and (e) all guarantees of the Debtors of       
the obligations of any other Debtor shall be deemed eliminated so that any      
claim against any Debtor and any guarantee thereof executed by any other        
Debtor and any joint or several liability of any of the Debtors shall be        
deemed to be one obligation of the consolidated Debtors. Such substantive       
consolidation (other than for purposes related to the Plan) shall not           
affect (i) the legal and corporate structures of Reorganized ICG, subject       
to the right of the Debtors or Reorganized ICG to effect Restructuring          
Transactions as provided in Article V of the Plan; (ii) Intercompany            
Claims, (iii) Subsidiary Interests, and (iv) pre and post Commencement Date     
guarantees that are required to be maintained (x) in connection with            
executory contracts or unexpired leases that have been or will be assumed,      
or (y) pursuant to the Plan.                                                    

              2.       Discussion of Substantive Consolidation Generally

          Generally, substantive consolidation of the estates of
multiple debtors in a bankruptcy case effectively combines the assets and       
liabilities of the multiple debtors for certain purposes under a plan. The      
effect of consolidation is the pooling of the assets of, and claims             
against, the consolidated debtors; satisfying liabilities from a common         
fund; and combining the creditors of the debtors for purposes of voting on      
reorganization plans. There is no statutory authority specifically              
authorizing substantive consolidation. The authority of a Bankruptcy Court      
to order substantive consolidation is derived from its general equitable        
powers under section 105(a) of the Bankruptcy Code, which provides that the     
court may issue orders necessary to carry out the provisions of the             
Bankruptcy Code. Nor are there statutorily prescribed standards for             
substantive consolidation. Instead, judicially developed standards control      
whether substantive consolidation should be granted in any given case.          

      The propriety of substantive consolidation must be
evaluated on a case-by-case basis. The extensive list of elements and           
factors frequently cited and relied upon by courts in determining the           
propriety of substantive consolidation may be viewed as variants on two         
critical factors, namely, (i) whether creditors dealt with the entities as      
a single economic unit and did not rely on their separate identity in           
extending credit or (ii) whether the affairs of the debtors are so              
entangled that consolidation will benefit all creditors. Some courts have       
viewed these elements and factors as examples of information that may be        
useful to courts charged with deciding whether there is substantial             
identity between the entities to be consolidated and whether consolidation      
is necessary to avoid some harm or to realize some benefit.                     

       Among the specific factors or elements looked to by
courts are the following:                                                       

        o        the degree of difficulty in segregating and
            ascertaining the individual assets and
                     liabilities of the entities to be consolidated;

    o        the presence or absence of consolidated
                   financial statements among the entities to be
consolidated;             

             o        the commingling of assets and business functions
            among the entities to be consolidated;

           o        the unity of interests and ownership among the
various entities;         

       o        the existence of parent and intercorporate
                  guarantees on loans to the various entities;

           o        the transfer of assets to and from the various
                     entities without formal observance of corporate
formalities; and          

             o        the effect on the percentage recovery of a claim
                      if substantive consolidation is allowed compared
      to administrative consolidation.

3.       Basis for Proposed Plan Treatments 

             As discussed elsewhere in this Disclosure Statement, each
of the Holdings Debtors and Services Debtors, prior to the Petition Date,       
had raised separate capital, including the Old Holdings Notes and the Old       
Services Notes, respectively. Obligations to the Pre-Petition Secured           
Lenders are obligations of the Services Debtors only, secured only by           
Services Debtors' assets.                                                       

     In addition, prior to the Petition Date, numerous
intercompany agreements existed between certain of the Holdings Debtors and     
certain of the Services Debtors. Most significantly: (a) the Holdings           
Debtors leased from the Services Debtors substantial equipment used by the      
Holdings Debtors in the Company's network to provide services to customers      
(the "Intercompany Equipment Leases"), and (b) certain administrative           
functions, such as processing payments to third party vendors of the            
Holdings Debtors, were performed by Services Debtors with funds advanced by     
the Holdings Debtors (the "Intercompany Administration Agreements"). After      
the Petition Date, each of the Holdings Debtors and Services Debtors,           
respectively, managed and funded their own obligations.                         

            As a result of these historical intercompany agreements,
a multitude of Intercompany Claims exist on the Debtors' books and records      
as of the Petition Date. Such Intercompany Claims include Claims (a) by         
certain Holdings Debtors against certain Services Debtors, (b) by certain       
Services Debtors against certain Holdings Debtors, (c) by certain Holdings      
Debtors against certain other Holdings Debtors, and (d) by certain Services     
Debtors against certain other Services Debtors. There are, in total,            
hundreds if not thousands of discrete transfers or accounting entries           
underlying the net Intercompany Claim balances on the books and records of      
the Company as of the Petition Date.                                            

            With respect to Intercompany Claims between the Holdings
Debtors and the Services Debtors, the Company's books and records reflect       
as of the Petition Date: (a) a Claim by the Holdings Debtors against the        
Services Debtors in the approximate amount of $132 million representing         
advances made by the Holdings Debtors to the Services Debtors pursuant to       
the Intercompany Administration Agreements that were intended to be used to     
pay vendors of the Holdings Debtors but either remained unused as of the        
Petition Date or were utilized by the Services Debtors for their own            
obligations; (b) a Claim by the Services Debtors against the Holdings           
Debtors, for obligations under the Intercompany Equipment Leases that           
accrued prior to the Petition Date and remain unpaid in the approximate         
amount of $88 million; (c) a Claim by the Services Debtors against the          
Holdings Debtors for obligations under the Intercompany Equipment Leases        
that accrued after the Petition Date (in the approximate amount of $27          
million through February 1, 2002, increasing to approximately $90 million       
by May 1, 2002) that remain unpaid (which Claims are disputed by the            
Holdings SubCommittee); and (d) a claim by the Holdings SubCommittee that       
the Holdings Debtors have a claim against the Services Debtors for above        
market payments under the Intercompany Equpiment Leases and other               
intercompany agreements after the Petition Date (in the approximate amount      
of $79.3 million through February 1, 2002), which claim is disputed by the      
Company and certain holders of Claims against the Services Debtors.             

             The Holdings SubCommittee has asserted that, in its view,
the factual and legal nature of the Intercompany Claims and underlying          
transfers, and the terms and conditions of the Intercompany Equipment           
Leases, should result in the Holdings Debtors being granted a substantial       
net Intercompany Claim against the Services Debtors on both a prepetition       
and postpetition basis, and that, as a result, the Holdings Debtors'            
creditors are entitled to a significantly greater distribution than the         
Services Debtors' creditors under any plan of reorganization. Certain large     
holders of Claims against the Services Debtors, as well as the Debtors,         
dispute the Holdings SubCommittee's assertions, and have asserted that all      
unsecured creditors should receive equal distributions. Negotiations among      
members of the Creditors' Committee and Holdings SubCommittee as well as        
other large holders of Claims against the Holdings and Services Debtors         
with respect to these issues have been ongoing throughout the Chapter 11        
Cases, and the Plan reflects a settlement of these issues acceptable to the     
Creditors' Committee and the Holdings SubCommittee.                             

         The recoveries proposed under the Plan for holders of
General Unsecured Claims against the Holdings Debtors (Class H-4) and the       
Services Debtors (Class S-4), respectively, are premised upon a compromise      
and settlement of these issues that the Debtors, the Creditors' Committee       
and the Holdings SubCommittee believe is fair, reasonable and appropriate       
given the underlying facts and circumstances. Principal factors considered      
by the parties with respect to these issues are as follows:                     

           o        The Services Debtors' assets are encumbered by
                    approximately $85 million of secured debt owed
              to the Pre-Petition Secured Lenders plus
                 substantial amounts owed to certain secured
                      equipment vendors, whereas the Holdings Debtors'
                assets are not encumbered by such debt. In
                      addition, the Holdings SubCommittee asserts that
                 the Holdings Debtors are substantially more
         valuable than the Services Debtors;

         o        The Services Debtors received a cash advance
                  prior to the Petition Date from the Holdings
                   Debtors under the Intercompany Administration
                 Agreements, approximately $132.0 million of
                     which was either unused as of the Petition Date
                  or applied prior to the Petition Date by the
                      Services Debtors to Services Debtor obligations,
               resulting in an Intercompany Claim by the
                    Holdings Debtors against the Services Debtors.
                  On the other hand, the Services Debtors have
                    both prepetition and postpetition Intercompany
                    Claims against the Holdings Debtors in amounts
             of approximately $178 million under the
    Intercompany Equipment Leases;

         o        There are numerous other Intercompany Claims
               that could be asserted by and against the
                      Holdings Debtors and Services Debtors that would
                      require significant time and expense to litigate
                   to conclusion, with highly uncertain results;

          o        The Services Debtors currently have over $106
                      million of cash on hand compared to less than $8
              million of cash on hand for the Holdings
                    Debtors. However, as of the Petition Date, the
                    Holdings Debtors had over $200 million of cash
                   on hand and the Services Debtors had only $10
           million of cash on hand. The Holdings
                      SubCommittee contends that the Holdings Debtors'
                     cash has been depleted through a combination of
                   above-market Intercompany Equipment Lease and
                      other intercompany payments made to the Services
                   Debtors and through its funding of all of the
                 expenses of administering and financing the
                 Chapter 11 Cases. Accordingly, the Holdings
                     SubCommittee believes that the Holdings Debtors
                   have substantial post-petition claims against
                    the Services Debtors which would result in the
                 cash position of the Holdings Debtors being
                      substantially increased and that of the Services
                Debtors being substantially reduced. These
            claims are disputed by the Debtors and
               significant holders of claims against the
Services Debtors;         

            o        The equipment leased by the Services Debtors to
                the Holdings Debtors is highly specialized
                     equipment, is critical to the ongoing operation
                    of ICG's network, and, in many cases, designed
                      or configured specifically for ICG's network. At
                     the time the Intercompany Equipment Leases were
                      entered into, the terms and conditions reflected
                  fair market terms and conditions. Since that
                time, market prices for such equipment has
                 deteriorated, and as a result payments made
                 during the Chapter 11 Cases by the Holdings
               Debtors to the Services Debtors under the
                      Intercompany Equipment Leases have been at rates
                 in excess of rates that the Debtors believe
                 fairly reflect today's market rates for the
                   lease of such equipment. However, the Debtors
                   believe that neither the Holdings Debtors nor
             the Services Debtors could benefit from
                  rejection of any such leases, as a practical
                     matter. On one hand, the Holdings Debtors would
                      be required to spend tens of millions of dollars
                     in capital to replace the equipment leased from
                     the Services Debtors, and doing so would take a
                    significant amount of time and create material
               operating risks to the reliability of the
                      network. On the other hand, the Services Debtors
                    would have an extremely difficult time finding
                      any potential buyer or lessee for such equipment
                    other than the Holdings Debtors as a result of
                     the specialized nature of the equipment and the
                    glut of telecommunications equipment available
                   in the market generally. The Services Debtors
                    have little or no other business other than as
                   lessor the Holdings Debtors. Because of their
                   mutual dependance upon the ongoing use by the
                    Holdings Debtors of the equipment leased under
                    the Intercompany Equipment Leases, the Debtors
                   believe that neither the Holdings Debtors nor
                      the Services Debtors could survive independently
            of the other. And, as set forth in the
                      Liquidation Analyses in Appendix C, in a chapter
                 7 liquidation, holders of General Unsecured
                 Claims against the Holdings Debtors and the
                  Services Debtors are estimated to receive no
recovery whatsoever.      

      Considering these facts and circumstances in their
totality, as well as certain other positions that could be taken by the         
respective creditors of the Holdings and Services Debtors, the Debtors, the     
Creditors' Committee and the Holdings SubCommittee believe that it is fair,     
reasonable and appropriate to allocate recoveries to holders of General         
Unsecured Claims against the Holdings Debtors and the Services Debtors,         
respectively, as set forth in the Plan, in settlement and compromise of         
these potential disputes. As stated above, these proposed recoveries            
reflect lengthy negotiations among large creditors of each of the Holdings      
Debtors and the Services Debtors. Under the Plan, the New Common Stock to       
be distributed to holders of Allowed General Unsecured Claims will be           
allocated based upon the relative amounts of Allowed General Unsecured          
Claims, as opposed to providing an equal amount of New Common Stock to the      
Estates of the Holdings Debtors and the Services Debtors. In addition, an       
additional 3.5% of the total New Common Shares will be allocated to the         
Holdings Debtors' Estates. As a result, holders of Allowed General              
Unsecured Claims against the Holdings Debtors are projected to receive          
approximately 59.5% of the New Common Stock while the holders of Allowed        
General Unsecured Claims against the Services Debtors are projected to          
receive approximately 40.5% of the New Common Stock. In addition, if Class      
H-4 accepts the Plan, holders of Allowed General Unsecured Claims against       
the Holdings Debtors will receive the New Holdings Creditor Warrants.           

   The Plan does provide, as stated above, for the
substantive consolidation of the Estates that comprise the Holdings Debtors     
and the substantive consolidation of the Estates that comprise the Services     
Debtors. The Debtors believe that this is appropriate for a number of           
reasons including (a) the extensive number (measuring in the thousands) of      
transfers or transactions within the Holdings Debtors and within the            
Services Debtors, each one of which would require extensive analysis to         
determine whether such transaction is properly viewed as creating an            
allowable claim or not, with highly uncertain results with no inherently        
correct answer, (b) the Company never reported financial information on an      
entity by entity basis, (c) while the Debtors believe that certain third        
parties did distinguish in extending credit to the Company between the          
Holdings Debtors and the Services Debtors, such creditors did not               
distinguish among entities within Holdings Debtors or Services Debtors,         
respectively, and (d) the Company's books and records, while maintained on      
a legal entity basis internally, were maintained based on accounting rules      
that do not, in many materials ways, reflect fair market values of assets       
and liabilities on a legal entity basis.                                        

B.       Overall Structure of the Plan                                          

       Chapter 11 is the principal business reorganization
chapter of the Bankruptcy Code. Under Chapter 11, a debtor is authorized to     
reorganize its business for the benefit of its creditors and shareholders.      
Upon the filing of a petition for relief under Chapter 11, section 362 of       
the Bankruptcy Code provides for an automatic stay of substantially all         
acts and proceedings against the debtor and its property, including all         
attempts to collect claims or enforce liens that arose prior to the             
commencement of the Chapter 11 case.                                            

       The consummation of a plan of reorganization is the
principal objective of a Chapter 11 case. A plan of reorganization sets         
forth the means for satisfying claims against and interests in a debtor.        
Confirmation of a plan of reorganization by the Bankruptcy Court makes the      
plan binding upon the debtor, any issuer of securities under the plan, any      
person or entity acquiring property under the plan, and any creditor of or      
equity security holder in the debtor, whether or not such creditor or           
equity security holder (i) is impaired under or has accepted the plan or        
(ii) receives or retains any property under the plan. Subject to certain        
limited exceptions and other than as provided in the plan itself or the         
confirmation order, the confirmation order discharges the debtor from any       
debt that arose prior to the date of all confirmation of the plan and           
substitutes therefore the obligations specified under the confirmed plan,       
and terminates all rights and interests of equity security holders.             

        The terms of the Debtors' Plan are based upon, among
other things, the Debtors' assessment of their ability to achieve the goals     
of their Business Plan, make the distributions contemplated under the Plan      
and pay certain of their continuing obligations in the ordinary course of       
the Reorganized Debtors' businesses as approved by the Bankruptcy Court.        
Under the Plan, Claims against, and Interests in, the Debtors are divided       
into Classes according to their relative seniority and other criteria.          

        If the Plan is confirmed by the Bankruptcy Court and
consummated, (i) the Claims in certain Classes will be reinstated or            
modified and receive distributions equal to the full amount of such Claims,     
(ii) the Claims of certain other Classes will be modified and receive           
distributions constituting a partial recovery on such Claims, and (iii) the     
Claims and Interests in certain other Classes will receive no recovery on       
such Claims or Interests. On the Effective Date and at certain times            
thereafter, the Reorganized Debtors will distribute Cash, securities and        
other property in respect of certain Classes of Claims as provided in the       
Plan. The Classes of Claims against and Interests in the Debtors created        
under the Plan, the treatment of those Classes under the Plan and the           
securities and other property to be distributed under the Plan are              
described below.                                                                

             The classification of Claims and Interests and the nature
of distributions to members of each Class are summarized below. The Debtors     
believe that the consideration, if any, provided under the Plan to holders      
of Claims and Interests reflects an appropriate resolution of their Claims      
and Interests, taking into account the differing nature and priority            
(including applicable contractual and statutory subordination) of such          
Claims and Interests and the fair value of the Debtors' assets. In view of      
the deemed rejection of the Plan by Class H-5 and Class S-6, however, as        
set forth below, the Debtors will seek confirmation of the Plan pursuant to     
the "cramdown" provisions of the Bankruptcy Code. Specifically, section         
1129(b) of the Bankruptcy Code permits confirmation of a Chapter 11 plan in     
certain circumstances even if the plan has not been accepted by all             
impaired classes of claims and interests. See Section IX.G. Although the        
Debtors believe that the Plan can be confirmed under section 1129(b), there     
can be no assurance that the Bankruptcy Court will find that the                
requirements to do so have been satisfied.                                      

            1.       Treatment of Unclassified Claims Under the Plan

 (a)   Administrative Claims

             The Plan provides that Administrative Claims will be paid
in full. Administrative Claims consist of the actual and necessary costs        
and expenses of the Chapter 11 Cases that are allowed under sections 503(b)     
and 507(a)(1) of the Bankruptcy Code. They include, among other things, the     
cost of operating the Debtors' businesses following the Petition Date           
(e.g., the post-petition salaries and other benefits for the Debtors'           
employees which the Debtors have obtained an order allowing them to pay in      
the ordinary course of business, post-petition rent, amounts owed to            
vendors providing goods and services to the Debtors during the Chapter 11       
Cases, tax obligations incurred after the Petition Date, certain statutory      
fees and charges assessed under 28 U.S.C. ss. 1930) and the actual,             
reasonable fees and expenses of the professionals retained by the Debtors       
and the Creditors' Committee. All payments to professionals in connection       
with the Chapter 11 Cases for compensation and reimbursement of expenses        
and all payments to reimburse expenses of members of the Creditors'             
Committee will be made in accordance with the procedures established by the     
Bankruptcy Code and the Bankruptcy Rules and will be subject to approval of     
the Bankruptcy Court based on a reasonableness standard.                        

      Except as otherwise provided in and subject to the
requirements of the Plan, the Plan provides that on or as soon as               
reasonably practicable after the latest of (i) the Distribution Date, (ii)      
the date an Administrative Claim becomes an Allowed Administrative Claim,       
or (iii) the date an Administrative Claim becomes payable pursuant to any       
agreement between a Debtor and the holder of such Administrative Claim,         
each holder of an Allowed Administrative Claim will receive in full             
satisfaction, settlement, release and discharge of and in exchange for such     
Allowed Administrative Claim (x) Cash equal to the unpaid portion of such       
Allowed Administrative Claim or (y) such other treatment as to which the        
applicable Debtor and such holder shall have agreed upon in writing;            
provided, however, that Allowed Administrative Claims with respect to           
liabilities incurred by a Debtor in the ordinary course of business during      
the Chapter 11 Cases will be paid in the ordinary course of business in         
accordance with the terms and conditions of any agreements relating             
thereto.                                                                        

         Holders of Administrative Claims based on liabilities
incurred by the Debtors in the ordinary course of their businesses will not     
be required to file or serve any request for payment of such Claims, as         
these liabilities will be assumed by the applicable Reorganized Debtor and      
paid, performed or settled when due in accordance with the terms and            
conditions of the particular agreements governing such obligations.             

(b)   Priority Tax Claims 

        Priority Tax Claims are Unsecured Claims asserted by
federal and state governmental authorities for taxes specified in section       
507(a)(8) of the Bankruptcy Code, such as certain income taxes, property        
taxes, excise taxes, and employment and withholding taxes. These Unsecured      
Claims are given a statutory priority in right of payment.                      

            Under the Plan, except to the extent that a holder of an
Allowed Priority Tax Claim has been paid by the Debtors prior to the            
Distribution Date or has agreed in writing to a different treatment, each       
holder of an Allowed Priority Tax Claim will be paid, at the sole               
discretion of the Debtors, (i) equal Cash payments made on the last             
Business Day of every three-month period following the Effective Date, over     
a period not exceeding six years after the assessment of the tax on which       
such Claim is based, totaling the principal amount of such Claim plus           
simple interest on any outstanding balance from the Effective Date              
calculated at the interest rate available on ninety (90) day United States      
Treasuries on the Effective Date, or (ii) such other treatment as to which      
a Debtor and such holder shall have agreed upon in writing.                     

            2.       Treatment of Classified Holdings Debtors Claims
and Interests Under the Plan                                                    

                         (a)   Unimpaired Classes of Holdings Debtors Claims
and Interests                                                                   

                                     (i)   Class H-1 - Other Priority Claims
Against the Holdings Debtors                                  

         Class H-1 consists of all Claims against the Holdings
Debtors entitled to priority pursuant to section 507(a) of the Bankruptcy       
Code other than Priority Tax Claims or Administrative Claims.                   

            Under the Plan, on, or as soon as reasonably practicable
after, the latest of (i) the Distribution Date, (ii) the date such Class        
H-1 Claim becomes an Allowed Class H-1 Claim, or (iii) the date such Class      
H-1 Claim becomes payable pursuant to any agreement between a Holdings          
Debtor and the holder of such Class H-1 Claim, each holder of an Allowed        
Class H-1 Claim will receive, in full satisfaction, settlement, release and     
discharge of and in exchange for such Allowed Class 1 Claim (x) Cash equal      
to the unpaid portion of such Allowed Class H-1 Claim or (y) such other         
treatment as to which a Holdings Debtor and such holder shall have agreed       
upon in writing. Class H-1 Claims are Unimpaired and therefore not entitled     
to vote on the Plan.                                                            

                                    (ii)  Class H-2 - Other Secured Claims
Against the Holdings Debtors                                  

            Class H-2 consists of separate subclasses of claims that
are secured by a Lien upon property in which a Holdings Debtor has an           
interest, to the extent of the value of the Claim holders' interest in a        
Holdings Debtor interest in such property, as determined pursuant to            
section 506(a) of the Bankruptcy Code against the Holdings Debtors. Each        
subclass is deemed to be a separate Class for all purposes under the            
Bankruptcy Code.                                                                

   On the Effective Date, the legal, equitable and
contractual rights of holders of an Allowed Class H-2 Claim shall be            
Reinstated, subject to the provisions of Article VIII of the Plan. The          
Holdings Debtors' failure to object to any such Class H-2 Claims in the         
Chapter 11 Cases shall be without prejudice to the rights of ICG or the         
Reorganized Debtors to contest or otherwise defend against such Claim in        
the appropriate forum when and if such Claim is sought to be enforced by        
the holder of such Claim. Notwithstanding section 1141(c) or any other          
provision of the Bankruptcy Code, all pre-petition liens on property of any     
Holdings Debtor held by or on behalf of the Class H-2 Claim holders with        
respect to such Claims shall survive the Effective Date and continue in         
accordance with the contractual terms of the underlying agreements with         
such Claim holders until, as to each such Claim holder, the Allowed Claims      
of such Class H-2 Claim holder are paid in full, subject to the provisions      
of Article VIII of the Plan. Nothing in the Plan or elsewhere shall             
preclude the Holdings Debtors or Reorganized Debtors from challenging the       
validity of any alleged lien on any asset of a Holdings Debtor or the value     
of such collateral. Class H-2 Claims are Unimpaired and therefore are not       
entitled to vote on the Plan.                                                   

                       (b)   Impaired Classes of Holdings Debtors Claims
and Interests                                                                   

                                  (i)   Class H-3 - Convenience Claims
Against the Holdings Debtors                                  

        Class H-3 consists of any Claim against the Holdings
Debtors in an amount equal to or less than $5,000. Holders of unsecured         
Claims in excess of $5,000 may, by an irrevocable written election made on      
a validly executed and timely delivered ballot, reduce all of such holder's     
unsecured Claims to $5,000 in the aggregate, and thus have such reduced,        
single Claim classified in Class H-3.                                           

     On or as soon as reasonably practicable after the
Effective Date, each holder of an Allowed Class H-3 Claim shall receive, in     
full satisfaction, settlement, release, and discharge of an in exchange for     
such Allowed Class H-3 Claim, Cash equal to fifty percent (50%) of the          
amount of such Allowed Claim. Class H-3 Claims are Impaired and entitled to     
vote on the Plan.                                                               

                                 (ii)  Class H-4 - General Unsecured
Claims Against the Holdings Debtors                           

             Claims in Class H-4 are those Claims against the Holdings
Debtors that are not Administrative Claims, Priority Tax Claims, Other          
Priority Claims, Other Secured Claims, Secured Lender Claims, Convenience       
Claims, or Subordinated Claims.                                                 

     On or as soon as reasonably practicable after the
Effective Date, each holder of an Allowed Class H-4 Claim shall receive, in     
full satisfaction, settlement, release and discharge of and in exchange for     
such Allowed Class H-4 Claim: (x) its Pro Rate share of 100% of the Class       
H-4 Stock Pool; plus (y) if Class H-4 votes to accept the Plan, its Pro         
Rata Share of 100% of the New Holdings Creditor Warrants. If Class H-4          
votes against the Plan, holders of Allowed Class H-4 Claims shall not           
receive the New Holdings Creditor Warrants and such warrants shall not be       
issued. Class H-4 Claims are Impaired and entitled to vote on the Plan.         

                                 (iii) Class H-5 - ICG Interests and
Subordinated Claims Against the Holdings Debtors              

         Class H-5 consists of all ICG Interests and any Claim
subordinated pursuant to sections 510(b) or (c) of the Bankruptcy Code          
against the Holdings Debtors. Under the Plan, any Claim arising out of the      
rescission of a purchase or sale of any Old Security of a Holdings Debtor,      
any Claim for damages arising from the purchase or sale of an Old Security      
of a Holdings Debtor, or any Claim for reimbursement, contribution or           
indemnification on account of any such Claim against a Holdings Debtor,         
shall be automatically subordinated pursuant to Section 510(b) of the           
Bankruptcy Code. Under the Plan, the holders of ICG Interests and               
Subordinated Claims shall not receive or retain any property under the Plan     
on account of such Interests or Claims. On the Effective Date, all of the       
ICG Interests shall be deemed cancelled and extinguished. Class H-5 Claims      
and Interests are Impaired and are presumed to receive no distribution          
under the Plan and are therefore deemed to reject the Plan and are not          
entitled to vote on the Plan.                                                   

                3.       Treatment of Classified Services Debtors Claims and
Interests Under the Plan                                                        

                         (a)   Unimpaired Classes of Services Debtors Claims
and Interests                                                                   

                                     (i)   Class S-1 - Other Priority Claims
Against the Services Debtors                                  

         Class S-1 consists of all Claims against the Services
Debtors entitled to priority pursuant to section 507(a) of the Bankruptcy       
Code other than Priority Tax Claims or Administrative Claims.                   

            Under the Plan, on, or as soon as reasonably practicable
after, the latest of (i) the Distribution Date, (ii) the date such Class        
S-1 Claim becomes an Allowed Class S-1 Claim, or (iii) the date such Class      
S-1 Claim becomes payable pursuant to any agreement between a Services          
Debtor and the holder of such Class S-1 Claim, each holder of an Allowed        
Class S-1 Claim will receive, in full satisfaction, settlement, release and     
discharge of and in exchange for such Allowed Class S-1 Claim (x) Cash          
equal to the unpaid portion of such Allowed Class S-1 Claim or (y) such         
other treatment as to which a Services Debtor and such holder shall have        
agreed upon in writing. Class S-1 Claims are Unimpaired and therefore not       
entitled to vote on the Plan.                                                   

                                    (ii)  Class S-2 - Other Secured Claims
Against the Services Debtors                                  

            Class S-2 consists of separate subclasses of claims that
are secured by a Lien upon property in which a Services Debtor has an           
interest, to the extent of the value of the Claim holders' interest in a        
Services Debtor interest in such property, as determined pursuant to            
section 506(a) of the Bankruptcy Code against the Services Debtors. Each        
subclass is deemed to be a separate Class for all purposes under the            
Bankruptcy Code.                                                                

   On the Effective Date, the legal, equitable and
contractual rights of holders of an Allowed Class S-2 Claim shall be            
Reinstated, subject to the provisions of Article VIII of the Plan. The          
Services Debtors' failure to object to any such Class S-2 Claims in the         
Chapter 11 Cases shall be without prejudice to the rights of ICG or the         
Reorganized Debtors to contest or otherwise defend against such Claim in        
the appropriate forum when and if such Claim is sought to be enforced by        
the holder of such Claim. Notwithstanding section 1141(c) or any other          
provision of the Bankruptcy Code, all pre-petition liens on property of any     
Services Debtor held by or on behalf of the Class S-2 Claim holders with        
respect to such Claims shall survive the Effective Date and continue in         
accordance with the contractual terms of the underlying agreements with         
such Claim holders until, as to each such Claim holder, the Allowed Claims      
of such Class S-2 Claim holder are paid in full, subject to the provisions      
of Article VIII of the Plan. Nothing in the Plan or elsewhere shall             
preclude the Services Debtors or Reorganized Debtors from challenging the       
validity of any alleged lien on any asset of a Services Debtor or the value     
of such collateral. Class S-2 Claims are Unimpaired and therefore are not       
entitled to vote on the Plan.                                                   

                       (b)   Impaired Classes of Services Debtors Claims
and Interests                                                                   

                                  (i)   Class S-3 - Convenience Claims
Against the Services Debtors                                  

         Class S-3 consists of any unsecured Claim against the
Services Debtors in an amount equal to or less than $5,000. Holders of          
unsecured Claims in excess of $5,000 may, by an irrevocable written             
election made on a validly executed and timely delivered ballot, reduce all     
of such holder's unsecured Claims to $5,000 in the aggregate, and thus have     
such reduced, single Claim classified in Class S-3.                             

     On or as soon as reasonable practicable after the
Effective Date, each holder of an Allowed Class S-3 Claim shall receive, in     
full satisfaction, settlement, release, and discharge of and in exchange        
for such Allowed Class S-3 Claim, Cash equal to fifty percent (50%) of the      
amount of such Allowed Claim. Class S-3 Claims are Impaired and entitled to     
vote on the Plan.                                                               

                                 (ii)  Class S-4 - General Unsecured
Claims Against the Services Debtors                           

             Claims in Class S-4 are those Claims against the Services
Debtors that are not Administrative Claims, Priority Tax Claims, Other          
Priority Claims, Other Secured Claims, Secured Lender Claims, Convenience       
Claims, or Subordinated Claims.                                                 

     On or as soon as reasonable practicable after the
Effective Date, each holder of an Allowed Class S-4 Claim shall receive, in     
full satisfaction, settlement, release and discharge of and in exchange for     
such Allowed Class S-4 Claim, its Pro Rate share of 100% of the Class S-4       
Stock Pool. Class S-4 Claims are Impaired and entitled to vote on the Plan.     

                                     (iii) Class S-5 - Secured Lender Claims

             Claims in Class S-5 consists of all Secured Claims of the
Prepetition Secured Lenders arising under or as a result of the                 
Pre-Petition Credit Facility, which Claims will be deemed Allowed pursuant      
to the Plan in the amount of $84,573,934.84 million.                            

            On or soon as reasonably practicable after the Effective
Date, each holder of an Allowed Class S-5 Claim shall receive, in full          
satisfaction, settlement, release, and discharge of and in exchange for         
such Allowed Class S-5 Claim, its Pro Rata share of (x) $25 million in Cash     
and (y) one- hundred percent (100%) of the New Secured Notes. See Exhibit E     
to the Plan and Section V.F. Class S-5 Claims are Impaired and entitled to      
vote on the Plan.                                                               

                                      (iv)  Class S-6 - Services Interests and
Subordinated Claims                                           

        Class S-6 consists of all Services Interests and any
Claim subordinated pursuant to sections 510(b) or (c) of the Bankruptcy         
Code against the Services Debtors. Under the Plan, any Claim arising out of     
the rescission of a purchase or sale of any Old Security of a Services          
Debtor, any Claim for damages arising from the purchase or sale of an Old       
Security of a Services Debtor, or any Claim for reimbursement, contribution     
or indemnification on account of any such Claim against a Services Debtor,      
shall be automatically subordinated pursuant to Section 510(b) of the           
Bankruptcy Code. Under the Plan, the holders of ICG Interests and               
Subordinated Claims shall not receive or retain any property under the Plan     
on account of such Interests or Claims. On the Effective Date, all of the       
Services Interests shall be deemed cancelled and extinguished. Class S-6        
Claims and Interests are Impaired and shall receive no distribution under       
the Plan and are therefore deemed to reject the Plan and are not entitled       
to vote on the Plan.                                                            

   4.       Reservation of Rights Regarding Claims

        Except as otherwise explicitly provided in the Plan,
nothing shall affect the Debtors' or Reorganized Debtors' rights and            
defenses, both legal and equitable, with respect to any Claims, including,      
but not limited to, all rights with respect to legal and equitable defenses     
to alleged rights of setoff or recoupment.                                      

C.       Distributions under the Plan                                           

         Except as set forth in Article VIII of the Plan , the
Disbursing Agent shall make all distributions required under this Plan.         
Distributions provided for in the Plan on account of Allowed Claims as of       
the Effective Date shall be made by the Disbursing Agent.                       

         If the Disbursing Agent is an independent third party
designated by the Reorganized Debtors to serve in such capacity, such           
Disbursing Agent shall receive, without further Bankruptcy Court approval,      
reasonable compensation for distribution services rendered pursuant to the      
Plan and reimbursement of reasonable out-of-pocket expenses incurred in         
connection with such services from the Reorganized Debtors on terms             
acceptable to the Reorganized Debtors. No Disbursing Agent shall be             
required to give any bond or surety or other security for the performance       
of its duties unless otherwise ordered by the Bankruptcy Court.                 

        Under the Plan, distributions to holders of Old Note
Claims shall be made by the respective Indenture Trustees. In full              
satisfaction of the Claims of Indenture Trustees for services under the Old     
Indentures, including Claims secured by the Indenture Trustees' charging        
liens under the Old Indentures, the Indenture Trustees will receive Cash        
equal to the amount of the Indenture Trustees' reasonable fees and              
expenses. Distributions to be made to holders of Claims shall not be            
reduced on account of the payment to the Indenture Trustee fees and             
expenses. On or as soon as practicable after the Effective Date of the Plan     
and without further application to the Bankruptcy Court or amendment to its     
Proof of Claim, Reorganized ICG will pay to each Indenture Trustee, in full     
satisfaction of such Indenture Trustee's reasonable fees and expenses, Cash     
in an amount equal to the amount of such fees and expenses of the Indenture     
Trustee. Any disputes as to the reasonableness of such fees and expenses        
shall be resolved by the Bankruptcy Court. Upon full satisfaction of the        
Indenture Trustees' fees and expenses, the Indenture Trustees' charging         
liens shall be released.                                                        

           Cash payments made pursuant to the Plan will be in U.S.
funds by means agreed to by the payor and the payee, including by check or      
wire transfer, or, in the absence of an agreement, such commercially            
reasonable manner as the payor shall determine in its sole discretion.          

           Except as otherwise provided in the Plan, any ancillary
documents entered into in connection therewith, or the Confirmation Order,      
the Debtors shall have the right to prepay, without penalty, all or any         
portion of an Allowed Claim at any time; provided, however, that any such       
prepayment shall not violate, or otherwise prejudice, the relative              
priorities among the classes of Claims. On the Effective Date, Reorganized      
ICG shall issue or distribute in accordance with the provisions of the Plan     
all of the New Securities.                                                      

       1.       Distributions for Claims Allowed as of the
Effective Date                                                                  

(a)   Distribution Date   

            Except as otherwise provided herein or as ordered by the
Bankruptcy Court, distributions to be made on account of Claims that are        
Allowed Claims as of the Effective Date shall be made as soon as                
practicable after the Effective Date. Distributions on account of Claims        
that first become Allowed Claims after the Effective Date shall be made         
pursuant to Article VIII of the Plan. Notwithstanding the date on which any     
distribution of securities is actually made to a holder of a Claim or           
Interest that is an Allowed Claim or Allowed Interest on the Effective          
Date, as of the date of the distribution such holder shall be deemed to         
have the rights of a holder of such securities distributed as of the            
Effective Date.                                                                 

                       (b)   Record Date for Distributions to Holders of
Secured Lender Claims and Old Notes                                             

       Under the Plan, the Distribution Record Date is the
Confirmation Date, unless determined to be otherwise in the Confirmation        
Order. At the close of business on the Distribution Record Date, the            
transfer records for the Secured Lender Claims and Old Note Claims shall be     
closed, and there shall be no further changes in the record holders of          
Secured Lender Claims or Old Notes. None of Reorganized ICG, the Disbursing     
Agent, nor the Administrative Agent for the Prepetition Secured Lenders         
shall have any obligation to recognize any transfer of such Secured Lender      
Claims or Old Note Claims occurring after the Distribution Record Date and      
shall be entitled instead to recognize and deal for all purposes hereunder      
with only those record holders as of the close of business on the               
Distribution Record Date.                                                       

                      (c)   Calculation of Distribution Amounts of New
Common Shares and New Holdings Creditor Warrants                                

           No fractional shares of New Common Shares or fractional
New Holdings Creditor Warrants shall be issued or distributed under the         
Plan. Each Person entitled to receive New Common Shares or New Holdings         
Creditor Warrants will receive the total number of whole shares of New          
Common Shares and New Holdings Creditor Warrants to which such Person is        
entitled. Whenever any distribution to a particular Person would otherwise      
call for distribution of a fraction of a share of New Common Shares or          
fractional New Holdings Creditor Warrants, the actual distribution of           
shares or warrants shall be rounded to the next higher or lower whole           
number as follows: (a) fractions one- half (1/2) or greater shall be            
rounded to the next higher whole number, and (b) fractions of less than         
one-half (1/2) shall be rounded to the next lower whole number. No              
consideration shall be provided in lieu of fractional shares or warrants        
that are rounded down.                                                          

     (d)   Delivery of Distributions

            Distributions to holders of Allowed Claims shall be made
by the Disbursing Agent (or Indenture Trustees) (a) at the addresses set        
forth on the Proofs of Claim filed by such holders (or at the last known        
addresses of such holders if no Proof of Claim is filed or if the Debtors       
have been notified of a change of address), (b) at the addresses set forth      
in any written notices of address changes delivered to the Disbursing Agent     
after the date of any related Proof of Claim, (c) at the addresses              
reflected in the Schedules if no Proof of Claim has been filed and the          
Disbursing Agent has not received a written notice of a change of address,      
or (d) at the addresses set forth in a properly completed letter of             
transmittal accompanying securities properly remitted to the Debtors. If        
any holder's distribution is returned as undeliverable, no further              
distributions to such holder shall be made unless and until the Disbursing      
Agent is notified of such holder's then current address, at which time all      
missed distributions shall be made to such holder without interest. Amounts     
in respect of undeliverable distributions made by the Disbursing Agent,         
shall be returned to the Reorganized Debtors until such distributions are       
claimed. All claims for undeliverable distributions made by the Disbursing      
Agent must be made on or before the first (1st) anniversary of the              
Effective Date, after which date all unclaimed property shall revert to the     
Reorganized Debtors free of any restrictions thereon and the claim of any       
holder or successor to such holder with respect to such property shall be       
discharged and forever barred, notwithstanding any federal or state escheat     
laws to the contrary. Nothing contained in the Plan shall require the           
Debtors, Reorganized Debtors, or any Disbursing Agent to attempt to locate      
any holder of an Allowed Claim.                                                 

(e)   Old Notes           

     Except as provided in Article VIII of the Plan in
connection with lost, stolen, mutilated or destroyed Old Notes, each holder     
of an Allowed Claim evidenced by an Old Note shall tender such Old Note to      
the respective Indenture Trustee in accordance with written instructions to     
be provided in a letter of transmittal to such holders by the Indenture         
Trustee as promptly as practicable following the Effective Date. Such           
letter of transmittal shall specify that delivery of such notes or Old          
Notes will be effected, and risk of loss and title thereto will pass, only      
upon the proper delivery of such notes or Old Notes with the letter of          
transmittal in accordance with such instructions. Such letter of                
transmittal shall also include, among other provisions, customary               
provisions with respect to the authority of the holder of the applicable        
note or Old Notes to act and the authenticity of any signatures required on     
the letter of transmittal. All surrendered notes and Old Notes shall be         
marked as cancelled and delivered by the respective Indenture Trustee to        
Reorganized ICG.                                                                

                          (f)   Lost, Stolen, Mutilated or Destroyed Old Notes

        In addition to any requirements under the applicable
certificate or articles of incorporation or bylaws of the applicable            
Debtor, any holder of a Claim evidenced by an Old Note that has been lost,      
stolen, mutilated or destroyed shall, in lieu of surrendering the Old Note,     
deliver to the Indenture Trustee (i) evidence satisfactory to the               
respective Indenture Trustee of the loss, theft, mutilation or destruction;     
and (ii) such indemnity as may be required by the respective Indenture          
Trustee to hold the Indenture Trustee harmless from any damages,                
liabilities or costs incurred in treating such individual as a holder of an     
Old Note. Upon compliance with Article VIII of the Plan by a holder of a        
Claim evidenced by an Old Note, such holder shall, for all purposes under       
the Plan, be deemed to have surrendered its Old Note, as applicable.            

(g) Failure to Surrender Cancelled Old Notes    

           Any holder of an Old Note that fails to surrender or be
deemed to have surrendered such Old Note before the first (1st) anniversary     
of the Effective Date shall have its claim for a distribution on account of     
such Old Note discharged and shall be forever barred from asserting any         
such claim against any Reorganized Debtor or their respective property.         

              2.       Resolution and Treatment of Disputed, Contingent,
and Unliquidated Claims and Distributions with Respect Thereto                  

     (a)   Prosecution of Objections

            All objections to Claims must be filed and served on the
holders of such Claims by the Claims Objection Deadline. If an objection        
has not been filed to a Proof of Claim or a scheduled Claim by the Claims       
Objection Deadline, the Claim to which the Proof of Claim or scheduled          
Claim relates will be treated as an Allowed Claim if such Claim has not         
been allowed earlier.                                                           

             (b)   Authority to Prosecute Objections

               (i) After the Confirmation Date, only the
Reorganized Debtors will have the authority to file objections, settle,         
compromise, withdraw or litigate to judgment objections to Claims,              
including Claims for reclamation under section 546(c) of the Bankruptcy         
Code. Except as provided in Article XII of the Plan, from and after the         
Effective Date, the Reorganized Debtors may settle or compromise any            
Disputed Claim without approval of the Bankruptcy Court.                        

                     (ii) On or before the last Business Day of each
month or as otherwise agreed in writing by the Creditors' Committee or the      
Claims Resolution Committee, the Reorganized Debtors will provide counsel       
to the Claims Resolution Committee with written notice of each Disputed         
Claim that has been settled or compromised in the prior month, other than       
such settlements or compromises that fall within the parameters of              
settlement guidelines to be agreed to by the Debtors and the Creditors'         
Committee or the Claims Resolution Committee. Within ten (10) days after        
the receipt of such notice, the Claims Resolution Committee will provide        
the Reorganized Debtors with written notice of any such settlements or          
compromises, or such later date as may be agreed by the Reorganized             
Debtors, with which it does not concur. If the Reorganized Debtors and the      
Claims Resolution Committee cannot reach agreement with respect to any such     
settlement or compromise, the Claims Resolution Committee will be permitted     
to file and serve on the Reorganized Debtors an objection to the                
reasonableness of such settlement or compromise by the last Business Day of     
the month following the month in which the Claims Resolution Committee          
received written notice of the settlement or compromise, with the               
reasonableness of such settlement or compromise to be determined by the         
Bankruptcy Court. If the Claims Resolution Committee does not provide a         
written notice and file and serve an objection as specified in this section     
with respect to any particular settlement or compromise, then such              
settlement or compromise will be deemed resolved on the terms and subject       
to the conditions agreed to by the Reorganized Debtors. The Reorganized         
Debtors and the Claims Resolution Committee may modify the foregoing            
procedures by a writing executed by both.                                       

        (c)   Treatment of Disputed Claims

             Under the Plan, no payments or distributions will be made
on account of a Disputed Claim or, if less than the entire Claim is a           
Disputed Claim, the portion of a Claim that is disputed, until such Claim       
becomes an Allowed Claim.                                                       

   (d)   Disputed Claims Reserve

       Prior to making any distributions of the New Common
Shares to holders of Allowed Claims in either Class H-4 or S-4, or New          
Holdings Creditor Warrants to holders of Allowed Claims in Class H-4, the       
Disbursing Agent shall establish appropriate reserves for Disputed Claims       
in such Classes, respectively, to withhold from any such distributions 100%     
of distributions to which holders of Disputed Claims in such Classes would      
be entitled under the Plan as of such date if such Disputed Claims were         
Allowed Claims in their Disputed Claim Amount. The Disbursing Agent shall       
also establish appropriate reserves for Disputed Claims in other Classes,       
as it determines necessary and appropriate.                                     

                     (e) Distributions on Account of Disputed Claims
Once They Are Allowed and Additional Distributions on Account of Previously     
Allowed Claims                                                                  

            Under the Plan, on each Quarterly Distribution Date, the
Reorganized Debtors will make distributions from the Disputed Claim             
reserves (a) on account of any Disputed Claim that has become an Allowed        
Claim during the preceding calendar quarter and (b) on account of               
previously Allowed Claims, of property that would have been distributed to      
such Claim holders on the dates distributions previously were made to           
holders of Allowed Claims had the Disputed Claims that have become Allowed      
Claims been Allowed on such dates. Such distributions will be made pursuant     
to the provisions of the Plan governing the applicable Class. Holders of        
such Claims that are ultimately allowed will also be entitled to receive,       
on the basis of the amount ultimately Allowed, the amount of any dividends      
or other distributions received on account of the shares of New Common          
Shares and New Notes between the Effective Date and the date such shares or     
notes are distributed to such Claim holder.                                     

D.       Dissolution of the Creditors' Committees                               

1.       Creditors' Committee               

         Under the Plan, on the Effective Date, the Creditors'
Committee will dissolve and its members will be released and discharged         
from all duties and obligations arising from or related to the Chapter 11       
Cases. The Professionals retained by the Creditors' Committee and the           
members thereof will not be entitled to compensation or reimbursement of        
expenses for any services rendered after the Effective Date.                    

2.       Claims Resolution Committee        

          On the Effective Date, the Claims Resolution Committee
will be established. The Claims Resolution Committee will consist of three      
(3) holders of Class H-4 and/or S-4 Claims who sit on the Creditors'            
Committee as of the Effective Date or other holders selected by the             
Creditors' Committee.                                                           

(a) Function and Composition of Committee     

         The sole functions of the Claims Resolution Committee
will be: (A) to review and (to the extent it deems necessary or                 
appropriate) object to applications for allowance of compensation and           
reimbursement of expenses for Professionals filed before or after the           
Effective Date; (B) to monitor the Reorganized Debtors' progress in (x)         
reconciling and resolving Disputed Claims and Disputed Claims and (y)           
making distributions on account of such Claims once resolved; and (C) to        
review and assert objections to the reasonableness of settlements and           
compromises of such Claims. The Claims Resolution Committee will consist of     
three holders of Class H-4 and/or S-4 Claims who sit on the Creditors'          
Committee as of the Effective Date or other persons selected by the             
Creditors' Committee.                                                           

(b)   Committee Procedures

           The Claims Resolution Committee will adopt by-laws that
will control its functions. These by-laws, unless modified by the Claims        
Resolution Committee, will provide the following: (i) a majority of the         
Claims Resolution Committee will constitute a quorum, (ii) one member of        
the Claims Resolution Committee will be designated by the majority of its       
members as its chairperson, (iii) meetings of the Claims Resolution             
Committee will be called by its chairperson on such notice and in such          
manner as its chairperson may deem advisable and (iv) the Claims Resolution     
Committee will function by decisions made by a majority of its members in       
attendance at any meeting.                                                      

                        (c)   Employment of Professionals by the Committee
and Reimbursement of Committee Members                                          

         The Claims Resolution Committee will be authorized to
retain and employ counsel and other professionals as reasonably necessary       
to accomplish its function. The role of the Claims Resolution Committee's       
professionals will be strictly limited to assisting the committee in its        
functions as set forth herein. The Reorganized Debtors will pay the actual,     
necessary, reasonable and documented fees and expenses of the professionals     
retained by the Claims Resolution Committee, as well as the actual,             
necessary, reasonable and documented expenses incurred by each committee        
member in the performance of its duties upon the monthly submission of          
bills to the Reorganized Debtors and the members of the Claims Resolution       
Committee. If no objection to payment is received within thirty (30) days       
following delivery of the bill, the bill (or its undisputed portion) will       
be paid by the Reorganized Debtors. Other than as specified in the              
preceding sentence, (or as agreed by the Debtors and the Creditors'             
Committee or Claims Resolution Committee, or ordered by the Bankruptcy          
Court) the members of the Claims Resolution Committee will serve without        
compensation. If there is any unresolved dispute between the Reorganized        
Debtors and the Claims Resolution Committee, its professionals or a member      
thereof as to any fees or expenses, such dispute will be submitted to the       
Bankruptcy Court for resolution.                                                

        (d)   Dissolution of the Committee

         Subject to further order of the Bankruptcy Court, the
Claims Resolution Committee will dissolve on the date that an officer of        
the Reorganized ICG files and serves on counsel to the Claims Resolution        
Committee by overnight delivery service or facsimile transmission a             
certification that the aggregate Face Amount of the remaining Disputed          
Claims in Class H-4 and S-4, in the aggregate, is equal to or less than $25     
million, or on the date that any objection filed to such certification is       
resolved by the Bankruptcy Court such that the aggregate Face Amount of the     
remaining Disputed Claims in Classes H-4 and S-4, in the aggregate, is          
equal to or less than $25 million. The Claims Resolution Committee may file     
and serve on the Reorganized Debtors an objection to the certification          
within ten (10) days of receipt thereof, with the issue of the aggregate        
Face Amount of remaining Disputed Claims to be determined by the Bankruptcy     
Court. The professionals retained by the Claims Resolution Committee and        
the members of the committee will not be entitled to compensation or            
reimbursement of expenses for any services rendered after the date of           
dissolution of the committee. Notwithstanding the foregoing, the Claims         
Resolution Committee will not dissolve until orders regarding final             
requests for compensation by professionals become Final Orders and until        
the Confirmation Order becomes a Final Order.                                   

E.       Post-Consummation Operations of the Debtors                            

1.       Continued Corporate Existence      

        Following confirmation and consummation of the Plan,
subject to the Restructuring Transactions, the Reorganized Debtors will         
continue to exist as separate corporate entities in accordance with the         
laws of their respective states of incorporation and pursuant to their          
respective certificates or articles of incorporation and bylaws in effect       
prior to the Effective Date, except to the extent such certificates or          
articles of incorporation and bylaws are amended under the Plan.                

          2.       Cancellation of Old Securities and Agreements

           (a) On the Effective Date, except as otherwise provided
for herein, (a) the Old Securities and any other note, bond, indenture, or      
other instrument or document evidencing or creating any indebtedness or         
obligation of a Debtor, except such notes or other instruments evidencing       
indebtedness or obligations of a Debtor that are Reinstated or amended and      
restated under the Plan, shall be canceled, and (b) the obligations of the      
Debtors and the Indenture Trustees under any agreements, indentures or          
certificates of designations governing the Old Securities and any other         
note, bond, indenture or other instrument or document evidencing or             
creating any indebtedness or obligation of a Debtor, except such notes or       
other instruments evidencing indebtedness or obligations of a Debtor that       
are Reinstated or amended and restated under the Plan, as the case may be,      
shall be discharged.                                                            

          (b) Under the Plan, notwithstanding the foregoing, the
applicable provisions of the Old Indentures shall continue in effect solely     
for the purposes of permitting the respective Indenture Trustees to make        
distributions to holders of Old Note Claims, pursuant to this Plan. Except      
as provided in any contract, instrument or other agreement or document          
entered into or delivered in connection with this Plan, on the Effective        
Date and immediately following the completion of distributions to holders       
of Claims in Classes H-4 and S-4, the Indenture Trustees shall be released      
from all duties, without any further action on the part of the Debtors or       
Reorganized ICG.                                                                

      3.       Certificates of Incorporation and By-laws

            The certificate or articles of incorporation and by-laws
of each Debtor will be amended as necessary to satisfy the provisions of        
the Plan and the Bankruptcy Code and will include, among other things,          
pursuant to section 1123(a)(6) of the Bankruptcy Code, a provision              
prohibiting the issuance of non-voting equity securities, but only to the       
extent required by section 1123(a)(6) of the Bankruptcy Code. The amended       
Certificates of Incorporation and By-laws of Reorganized ICG shall be in        
substantially the form attached to the Plan as Exhibits A and B,                
respectively, subject to modification to incorporate applicable provisions      
of the terms and conditions for the purchase of the New Convertible Notes,      
as set forth on Exhibit G to the Plan.                                          

4.       Restructuring Transactions         

  On or after the Effective Date, the applicable
Reorganized Debtors may enter into such transactions and may take such          
actions as may be necessary or appropriate to effect a corporate                
restructuring of their respective businesses, to otherwise simplify the         
overall corporate structure of the Reorganized Debtors, or to reincorporate     
certain of the Subsidiary Debtors under the laws of jurisdictions other         
than the laws of which the applicable Subsidiary Debtors are presently          
incorporated. Such restructuring may include one or more mergers,               
consolidations, restructures, dispositions, liquidations, or dissolutions,      
as may be determined by the Debtors or Reorganized Debtors to be necessary      
or appropriate (collectively, the "Restructuring Transactions"). The            
actions to effect the Restructuring Transactions may include: (a) the           
execution and delivery of appropriate agreements or other documents of          
merger, consolidation, restructuring, disposition, liquidation, or              
dissolution containing terms that are consistent with the terms of the Plan     
and that satisfy the applicable requirements of applicable state law and        
such other terms to which the applicable entities may agree; (b) the            
execution and delivery of appropriate instruments of transfer, assignment,      
assumption, or delegation of any asset, property, right, liability, duty,       
or obligation on terms consistent with the terms of the Plan and having         
such other terms to which the applicable entities may agree; (c) the filing     
of appropriate certificates or articles of merger, consolidation, or            
dissolution pursuant to applicable state law; and (d) all other actions         
that the applicable entities determine to be necessary or appropriate,          
including making filings or recordings that may be required by applicable       
state law in connection with such transactions. The Restructuring               
Transactions may include one or more mergers, consolidations, restructures,     
dispositions, liquidations, or dissolutions, as may be determined by the        
Reorganized Debtors to be necessary or appropriate to result in                 
substantially all of the respective assets, properties, rights,                 
liabilities, duties, and obligations of certain of the Reorganized Debtors      
vesting in one or more surviving, resulting, or acquiring corporations. In      
each case in which the surviving, resulting, or acquiring corporation in        
any such transaction is a successor to a Reorganized Debtor, such               
surviving, resulting, or acquiring corporation will perform the obligations     
of the applicable Reorganized Debtor pursuant to the Plan to pay or             
otherwise satisfy the Allowed Claims against such Reorganized Debtor,           
except as provided in any contract, instrument, or other agreement or           
document effecting a disposition to such surviving, resulting, or acquiring     
corporation, which may provide that another Reorganized Debtor will perform     
such obligations.                                                               

             Under Article V of the Plan, as part of the Restructuring
Transactions, on, prior to, or as soon as practicable after, the Effective      
Date, Reorganized ICG shall take whatever steps are necessary and               
appropriate to wind-up and terminate the following entities' corporate          
existence, including to transfer the assets of such entity (including           
Subsidiary Interests) to such other of the Debtors as the Debtors may           
determine: ICG Funding, LLC (Delaware); ICG Services, Inc. (Delaware); ICG      
Telecom of San Diego, L.P. (CA Limited Partnership); ICG Telecom Canada,        
Inc. (Federal Canadian); Zycom Corporation (Alberta, Canada); Zycom             
Corporation (Texas); Zycom Network Services, Inc. (Texas); and ICG              
NetAhead, Inc. (Delaware). As part of the Restructuring Transactions, the       
following transactions will occur: (i) the holders of Allowed General           
Unsecured Claims of ICG Holdings, Inc., which are classified in Class H-4,      
will contribute such Claims to ICG Holdings, Inc. in exchange for New           
Common Shares necessary to fund the Class H-4 Stock Pool; and (ii) ICG          
Services, Inc. will contribute ICG Equipment, Inc. and ICG Mountain View,       
Inc. to ICG Holdings, Inc. in exchange for New Common Shares necessary to       
fund the Class S-4 Stock Pool, and the Disbursing Agent shall, on behalf of     
ICG Services, Inc., distribute such New Common Shares to the holders of         
Allowed General Unsecured Claims of ICG Services, Inc., which are               
classified in Class S-4, in satisfaction of such Claims and in complete         
liquidation of ICG Services, Inc. See Appendices ---------- (B)(1)-(3) for      
charts depicting the organization structure of Reorganized ICG and its          
affiliates.                                                                     

F.       Summary of Securities to Be Issued Pursuant to the Plan                

1.       New Common Shares                  

             As of the Effective Date, Reorganized ICG shall issue for
distribution in accordance with the terms of the Plan, the New Common           
Shares to the holders of Allowed Claims in Classes H-4 and S-4. Eight (8)       
million shares shall be distributed to holders of such Claims, which is         
100% of all issued and outstanding New Common Shares, subject to Dilution.      
The issuance of the New Common Shares and the distribution thereof to           
holders of Allowed Claims in Class H-4 and S-4 shall be exempt from             
registration under applicable securities laws pursuant to section 1145(a)       
of the Bankruptcy Code.                                                         

2.       New Holdings Creditor Warrants     

           Under Section 5.5 of the Plan, if Class H-4 accepts the
Plan, Reorganized ICG shall issue the New Holdings Creditor Warrants to         
holders of Allowed Claims in Class H-4 on a Pro Rata basis on the terms and     
conditions set forth in Exhibit D to the Plan. Specifically, the New            
Holdings Creditor Warrants will be warrants to purchase 800,000 New Common      
Shares at a price of $20 per share, and final documentation will include        
customary anti-dilution provisions. The New Holdings Creditor Warrants will     
vest immediately, and shall have a term of 5 years from the Effective Date.     
The issuance of the New Holdings Creditor Warrants and the distribution         
thereof to holders of Allowed Claims in Class H-4 shall be exempt from          
registration under applicable securities laws pursuant to section 1145(a)       
of the Bankruptcy Code. If Class H-4 does not accept the Plan, no New           
Holdings Creditor Warrants shall be issued.                                     

3.       New Secured Notes                  

             As of the Effective Date, Reorganized ICG shall issue for
distribution in accordance with the terms of the Plan to holders of Allowed     
Claims in Class S-5, the New Secured Notes. The issuance of the New Secured     
Notes, and the distribution thereof to holders of Allowed Claims in Class       
S-5 shall be exempt from registration under applicable securities law           
pursuant to section 1145(a) of the Bankruptcy Code. The New Secured Notes       
shall have the following principal terms and conditions, which summary is       
qualified in its entirety by reference to Exhibit E to the Plan, which is       
incorporated herein by reference:                                               

Borrower                         Reorganized ICG                                
--------                                                                        
Guarantors                       All present and future ICG subsidiaries        
----------                                                                      
Amount                           $59,573,934.83 (the "Original Principal        
------                           Amount").                                      

Term                             Three (3) years                                
----                                                                            

Amortization                     During each of the three years after the       
------------                     Effective Date, principal amortization         
                           (payable quarterly) as follows : (i) year
                    1 - none; (ii) year 2 - 10% of the
                          Original Principal Amount (provided that
                            if ICG does not prepay $7.2 million of the
                    New Secured Notes from the sale of
                          Identified Assets (defined below) by the
                          first anniversary of the Effective Date,
                          ICG shall pay an additional $1.5 million
                         over the 10% amortization scheduled for
                           year two which shall be paid ratably over
                          year two); and (iii) year 3 - 15% of the
                     Original Principal Amount, with the
                    balance payable at final maturity.

Mandatory                        There shall be mandatory prepayment as follows:
Prepayment                       (i) 100% of net cash proceeds from the sale    
----------                       of certain identified assets (the "Identified  
                          Assets"), up to a maximum amount of $7.2
                         million, shall be applied to prepay the
                       New Secured Notes in inverse order of
                          maturity; (ii) 100% of net cash proceeds
                          from the sale of other assets of ICG and
                      its subsidiaries (excluding sales of
                    services in the ordinary course of
                         business but including any non-ordinary
                          course IRUs), 50% of such proceeds shall
                            be applied to prepay the New Secured Notes
                          in inverse order of maturity, and 50% of
                          such proceeds to be applied ratably over
                            the scheduled amortization payments; (iii)
                            100% of net cash proceeds of Extraordinary
                     Receipts (to be defined in the loan
                            documentation and to exclude cash receipts
                           in the ordinary course of business but to
                           include any sale of receivables) shall be
                            applied to prepay the New Secured Notes in
                         inverse order of maturity, (iv) 100% of
                   net proceeds from the issuance of
                          additional debt (other than Subordinated
                         Debt, as defined below) permitted under
                        the loan documentation, which shall be
                            applied to prepay the New Secured Notes in
                           inverse order of maturity, and (v) 50% of
                        net cash proceeds from the issuance of
                            Subordinated Debt in excess of $65 million
                        (plus the New Senior Subordinated Term
                          Loan) or equity permitted under the loan
                          documentation, which shall be applied to
                         prepay the New Secured Notes in inverse
                            order of maturity. Subordinated Debt means
                        any debt of ICG that (i) is unsecured,
                         (ii) is subordinated in all respects to
                      the obligations of ICG under the New
                       Secured Notes, (iii) has no principal
                         payments scheduled or otherwise payable
                          prior to the maturity of the New Secured
                         Notes, (iv) requires the consent of the
                            Lenders for any cash payments of interest,
                  (v) otherwise contains terms and
                         conditions satisfactory to the Lenders.

Interest                         Payable at the Applicable Margin (as           
--------                         defined below) above Royal Bank of             
                         Canada's Base Rate or, at ICG's option,
                        Royal Bank of Canada's Eurodollar rate
                            (adjusted for reserves). Interest based on
                           the Base Rate shall be payable monthly in
arrears.      

                       Interest based on the Eurodollar rate
                            shall be payable in arrears at the earlier
                       of the end of the applicable interest
                       period and quarterly. Eurodollar Rate
                           borrowings shall be available for 1, 2, 3
                  or 6 month interest periods. The
                         Applicable Margin means 4.75% per annum
                           for Base Rate borrowings and 6% per annum
                     for Eurodollar rate borrowings. The
                          Applicable Margin will be reduced as set
                        forth in the grid below (so long as no
                          default or event of default has occurred
                  and is continuing at such time):

                                                                [Download Table]


Cumulative Prepayment                       Applicable Rate
of  New Secured Notes             Base+              LIBOR+
----------------------            ----               ----- 
                                                           
$0-$9,999,999                   475 bps           600 bps  
$10,000,000-$14,999,999         425 bps           550 bps  
$15,000,000-$19,999,999         375 bps           500 bps  
$20,000,000-$24,999,999         325 bps           450 bps  
$25,000,000-$29,999,999         275 bps           400 bps  
$30,000,000                     225 bps           350 bps  

                      As used in the above chart, the term
                          Cumulative Prepayment of the New Secured
                           Notes means the aggregate of all payments
                     in excess of scheduled amortization
                          payments to the extent applied to prepay
                           the New Secured Notes in inverse order of
                         maturity. During the continuance of any
                           default under the loan documentation, the
                         Applicable Margin shall increase by 2%.

Security                         First priority lien on all unencumbered        
--------                         present and future property of ICG and         
                        ICG's present and future subsidiaries,
                           including without limitation owned stock,
                    real estate, leaseholds, fixtures,
                        accounts, license rights and spectrum,
                  patents, trademarks, tradenames,
                      copyrights, chattel paper, insurance
                  proceeds, contract rights, hedge
                      agreements, cash, bank accounts, tax
                          refunds, documents, instruments, general
                    intangibles, inventory, equipment,
                           vehicles and other goods; second priority
                           lien on all encumbered property. Facility
                            Fees 2.5% of the Original Principal Amount
                        payable in cash at Closing, plus other
               customary annual agency fees.

         Additional terms and conditions with respect to final
documentation of the New Secured Notes, including representations,              
warranties, covenants, and events of default are set forth in Exhibit E to      
the Plan.                                                                       

4.       Registration Rights Agreement      

      Without limiting the effect of section 1145 of the
Bankruptcy Code, Reorganized ICG will enter into a Registration Rights          
Agreement with each Allowed Class H-4 and S-4 Claim holder or holders (a)       
who by virtue of holding New Common Shares to be distributed under the Plan     
and/or its relationship with Reorganized ICG holds more than 10% of the         
Registrable Securities (as defined in the Registration Rights Agreement)        
(by number of shares at the time issued and outstanding), both on the date      
of effectiveness of the Plan and at the time of the effectiveness of the        
Registration Statement, of Reorganized ICG (an "Affiliated Stockholder"),       
and (b) who requests in writing that Reorganized ICG execute such               
agreement. The Registration Rights Agreements shall contain certain demand      
and piggyback registration rights for the benefit of the signatories            
thereto. Subject to the terms and conditions of the Registration Rights         
Agreement, Affiliated Stockholders holding at least 15% of the Registrable      
Securities shall be entitled to request the registration of their shares by     
the Company. Each Affiliated Stockholder shall receive one such "demand"        
right; provided that, in the aggregate, the Affiliated Stockholders shall       
be entitled to no more than two (2) demand registrations. Subject to the        
terms and conditions of the Registration Rights Agreement, the Affiliated       
Stockholders shall also have the right to include their Registrable             
Securities in certain registrations by the Company. The Registration Rights     
Agreement shall also contain customary provisions regarding the                 
registration rights, including, but not limited to, registration                
procedures, transfer restrictions, withdrawal rights, holdback agreements,      
registration expenses and indemnification. The Registration Rights              
Agreement shall be in substantially the form attached to the Plan as            
Exhibit F. After the New Common Shares have been registered, Reorganized        
ICG will use best efforts to have the New Common Shares listed for trading      
on a national securities exchange.                                              

G.       Summary of Principal Terms of Exit Financing                           

        As discussed below in Section IV.C, the Debtors have
maintained a significant cash balance during the Chapter 11 Cases. After        
payment of amounts anticipated to be paid in connection with the Effective      
Date (e.g., assumed contract cure amounts, accrued professionals fees, and      
fees related to the issuance of the New Secured Notes), the Debtors             
anticipated that the Company will have over $95.0 million remaining.            

             In order to provide additional liquidity for the Company,
which the Debtors believe will be highly beneficial to the Company and its      
stakeholders, the Debtors have negotiated with and obtained commitments         
from a group of financial institutions to provide $65 million in Exit           
Financing in the aggregate. The Exit Financing has two components: the New      
Senior Subordinated Term Loan ($25 million) and the New Convertible Notes       
($40 million). The principal terms of each are described below. The             
summaries below are qualified in their entirety by the terms and conditions     
set forth in the commitment letters and termsheets attached to the Plan as      
Exhibits G and H, which are incorporated herein by reference. In addition,      
the Debtors have received expressions of interest from a number of              
additional parties that may be interested in purchasing up to $25 million       
in additional New Convertible Notes. Subject to restrictions or necessary       
consents, under the terms of the New Secured Notes, the New Senior              
Subordinated Term Loan and the New Convertible Notes, the Debtors may           
determine to sell such New Convertible Notes and thus receive an additional     
$25 million of financing in their sole discretion. Neither the New Senior       
Subordinated Term Loan nor the New Convertible Notes, nor the warrants          
issued in connection with the New Senior Subordinated Term Loan, shall be       
exempt from registration under applicable securities laws pursuant to           
section 1145 of the Bankruptcy Code, and, accordingly, such securities will     
either have to be registered under the Securities Act or be issued and          
distributed pursuant to an exemption from registration other than under         
section 1145 of the Bankruptcy Code.                                            

1.       New Senior Subordinated Term Loan  

Borrower                         Reorganized ICG                                
--------                                                                        

Guarantors                       All present and future subsidiaries of ICG     
----------                                                                      

Amount                           $25 million                                    
-----                                                                           

Priority                         Subordinated to the New Secured Notes, and     
--------                         senior (with certain exceptions) to all        
                        existing and future debt from borrowed
                         money of Reorganized ICG, including the
        New Convertible Notes.

Maturity                         Four years from the Effective Date             
--------                                                                        

Amortization                     None                                           
------------                                                                    

Use of Proceeds                  The proceeds shall be used to pay $25 million  
--------------                   of the Secured Lender Claims                   

Mandatory Prepayment             Subject to the terms of the New present and    
--------------------             future property of ICG and Secured Notes,      
                    substantially on the same terms as
    set forth therein.

Interest                         Interest shall accrue at the rate of 14% per   
--------                         annum, and shall be payable monthly in arrears 

Security                         Junior lien (junior to the liens that will     
--------                         secure the New Secured Notes and any           
                     existing liens) on all unencumbered
                        present and future property of ICG and
                        ICG's present and future subsidiaries,
                           including without limitation owned stock,
                    real estate, leaseholds, fixtures,
                        accounts, license rights and spectrum,
                  patents, trademarks, tradenames,
                      copyrights, chattel paper, insurance
                  proceeds, contract rights, hedge
                      agreements, cash, bank accounts, tax
                          refunds, documents, instruments, general
                    intangibles, inventory, equipment,
                      vehicles and other goods. Except for
                       customary liens to be agreed upon, no
                           other liens on any such property shall be
permitted.    

Conditions                       Precedent The obligations of CCM to            
----------                       provide the New Senior Subordinated Term       
                   Loan will be subject to customary
                    conditions precedent. The material
           conditions precedent are:

                            a.       the Plan must be confirmed by the
                                    Bankruptcy Court and consummated
                            by June 10, 2002, and be
                                   otherwise consistent with ICG's
                          Business Plan; and the
                                 Confirmation Order must be in
                                   form and substance satisfactory
           to CCM;

                            b.       there shall have been no Material
                   Adverse Change;

                        c.       an intercreditor agreement on
                             terms satisfactory to CCM
                                    governing the relative rights of
                                    the holders of New Secured Notes
                                   and the New Senior Subordinated
                                   Term Loan must be entered into;

                          d.       appropriate legal documentation
                         in form and substance
                               satisfactory to CCM must be
                                  executed and delivered and the
                                  conditions precedent contained
                              therein must be satisfied;

                         e.       CCM must receive opinions from
                                    ICG's counsel as to such matters
                              as CCM and its counsel may
                           reasonably request; and

                  f.       no claim, action, suit,
                                investigation, litigation or
                                     proceeding, pending or threatened
                              in any court or before any
                              arbitrator or governmental
                                     instrumentality, which relates to
                                  the Exit Financing, or the New
                                   Secured Notes, or which has any
                                     reasonable likelihood of having a
                                  material adverse effect on the
                           condition (financial or
                                     otherwise), business, operations,
                                    performance, properties, assets,
                                   liabilities or prospects of ICG
                                    and its subsidiaries, may exist.

Representations and              Those customarily found in credit agreements   
-------------------              for similar financings and others              
Warranties                       appropriate in the judgment of the CCM for     
----------                       the transaction contemplated hereby,           
                            equivalent, to the extent determined to be
                           appropriate by CCM, to those set forth in
        the New Secured Notes.

Covenants                        Those negative, affirmative and financial      
---------                        covenants (applicable to ICG and its           
                           subsidiaries) customarily found in credit
                       agreements for similar financings and
                           others appropriate in the judgment of the
                      CCM for the transaction contemplated
                   hereby, equivalent, to the extent
                         determined to be appropriate by CCM, to
                           those set forth in the New Secured Notes.

Events of Default                Those customarily found in credit              
-----------------                agreements for similar financings              
                           and others appropriate in the judgment of
                           the CCM for the transactions contemplated
                   hereby, equivalent, to the extent
                         determined to be appropriate by CCM, to
                           those set forth in the New Secured Notes.

Expenses                         ICG shall pay all out-of-pocket expenses       
--------                         incurred by the lenders (including the         
                  fees and expenses of counsel) in
                          connection with the execution, delivery,
                            administration and enforcement of the loan
documentation.

Funding                          Fee A funding fee of warrants to purchase      
-------                          200,000 New Common Shares on substantially     
                          the same terms and conditions as the New
             Holdings Creditor Warrants.

2.       New Convertible Notes              

Borrower                         Reorganized ICG                                
--------                                                                        

Amount                           $40 million                                    
------                                                                          

Interest                         Interest shall accrue at the rate of 11%       
--------                         per annum, and shall be payable quarterly      
                           by the issuance of additional Convertible
  Unsecured Notes.

Term                             Seven years from the Effective Date.           
----                                                                            

Prepayment                       The New Convertible Notes shall not be         
----------                       prepayable at the option of the Company.       
                  ICG must offer to prepay the New
                     Convertible Notes from the net cash
                        proceeds of sales of assets (including
                          IRU's) and extraordinary receipts to the
                          extent the same are not applied to repay
                         the New Secured Notes or the New Senior
         Subordinated Term Loan.

Priority                         No debt of ICG shall be senior (structurally   
--------                          or otherwise) to the New Convertible          
                         Notes except (i) the New Secured Notes,
                       (ii) the New Senior Subordinated Term
                        Loan, (iii) the other indebtedness for
                       borrowed money (including capitalized
                            leases) existing on the closing date of up
                           to $125MM, (iv) up to $25MM of additional
                         indebtedness and (v) refinancing of the
                    foregoing (without increase in the
                            principal amount thereof, and, in the case
                      of the New Secured Notes and the New
                       Senior Subordinated Term Loan, having
                        financial terms and other covenants no
                     less favorable to ICG) permitted in
                           accordance with the provisions of the New
    Convertible Notes.

Conversion                       A lender may convert all or a portion of       
----------                       such lender's New Convertible Notes into       
                    New Common Shares (the "Conversion
                           Shares"), at the rate of 56.25 shares for
                        each $1,000 of principal converted, as
                     adjusted for stock splits and other
                           similar transactions if Class H-4 accepts
                            the Plan. If Class H-4 does not accept the
                     Plan, a lender may convert all or a
                          portion of such lender's New Convertible
                         News into the Conversion Shares, at the
                         rate of 51.25 shares for each $1,000 of
      principal converted.

Events of Default                The New Convertible Notes shall contain        
-----------------                customary events of default for debt           
                      securities of this nature including,
                            without limitation, payment, cross-default
                     on other indebtedness, violation of
                        covenants, breach of representation or
                      warranty, judgments and ERISA. These
                       events of default shall be subject to
                           customary blockage rights in favor of the
                      New Secured Notes and the New Senior
         Subordinated Term Loan.

Preferred Stock                  The New Convertible Notes will be issued with  
---------------                  non-detachable shares of preferred stock of    
                        ICG (the "Preferred Stock") having (i)
                     aggregate liquidation preference of
                          $10,000, (ii) a dividend rate of 11% per
                         annum, payable in kind and (iii) voting
                           rights equivalent to the voting rights of
                            the Conversion Shares. The Preferred Stock
                   will be optionally or mandatorily
                        redeemable only in connection with the
                  payment or retirement of the New
                         Convertible Notes corresponding to such
                           shares of Preferred Stock at a redemption
                           price equal to the liquidation preference
                         plus accrued and unpaid dividends. Upon
                        conversion, if any, of New Convertible
                   Notes into Conversion Shares, the
                         corresponding shares of Preferred Stock
       will be extinguished.

Corporate Governance             The number of directors of Reorganized ICG     
--------------------             shall be fixed at 9, with the initial          
                          board members being selected as follows:
                         (a) 5 by CCM (b) 2 by Huff (c) 1 by the
                         Creditors' Committee and (d) ICG's CEO.
                      Supermajority Board approval will be
                          required for certain events, and CCM and
                         Huff will be entitled to maintain Board
                       representation based upon maintaining
                          equity interests in Reorganized ICG, all
                         as set forth in Exhibits G and H to the
Plan.         

Covenants                        Definitive loan documents for the              
---------                        transaction shall provide for customary        
                       affirmative and negative covenants in
       favor of the lenders.

Voting of Shares                 Each lender shall be entitled to               
----------------                 vote all New Common Shares and Preferred       
                           Stock owned by it, in a single class with
                   all other shares of Common Stock.

Representation and               The final documents shall contain customary    
Warranties                       representations and warranties for a           
----------                       transaction and issuer of this nature.         
                          Registration Rights The lenders shall be
                  entitled to demand and piggyback
                         registration rights on terms reasonably
       satisfactory to them.

Conditions                       Precedent The several obligations of the       
----------                       lenders to purchase the New Convertible        
                    Notes will be subject to customary
                    conditions precedent. The material
                          conditions are substantially the same as
                            for the New Senior Subordinated Term Loan.

Funding Fee                      A funding fee of 3% of the aggregate           
-----------                      amount of the financing shall be due upon      
                    the consummation of the financing.

H.       Summary of Releases under the Plan                                     

1.       Releases by Debtors                

       Pursuant to the Plan, as of the Effective Date, the
Debtors and Reorganized Debtors will be deemed to forever release, waive        
and discharge all claims, obligations, suits, judgments, damages, demands,      
debts, rights, causes of action and liabilities whatsoever in connection        
with or related to the Debtors and the Subsidiaries, the Chapter 11 Cases       
or the Plan (other than the rights of the Debtors or Reorganized Debtors to     
enforce the Plan and the contracts, instruments, releases, indentures, and      
other agreements or documents delivered thereunder) whether liquidated or       
unliquidated, fixed or contingent, matured or unmatured, known or unknown,      
foreseen or unforseen, then existing or thereafter arising, in law, equity      
or otherwise that are based in whole or part on any act, omission,              
transaction, event or other occurrence taking place on or prior to the          
Effective Date in any way relating to the Debtors, the Reorganized Debtors      
or their Subsidiaries, the Chapter 11 Cases or the Plan, and that may be        
asserted by or on behalf of the Debtors or their Estates or the Reorganized     
Debtors against (i) the Debtors' or Subsidiaries' present and former            
directors, officers, employees, agents and professionals as of the Petition     
Date or thereafter, (ii) the Creditors' Committee and its members, agents       
and professionals, and (iii) the Lenders, the agents under the Pre-Petition     
Credit Agreement, and their respective agents and professionals; provided       
that this release shall exclude Mr. Shelby Bryan unless Mr. Bryan executes      
a release in a form and substance acceptable to the Debtors that provides       
for a full release of any Claims or claims asserted or that could be            
asserted by Mr. Bryan or any of his affiliates against any Debtor or            
affiliate of any Debtor, and any present or former officer or director of       
any such entity.                                                                

         The releases to be granted by the Debtors pursuant to
section 5.12(a) of the Plan are releases of claims (if any) against the         
persons set forth therein that are claims owned by the Debtors or the           
Debtors' Estates. Non-derivative, direct claims held by third parties are       
not being released, unless such claims are voluntarily released as              
described below.                                                                

       2.       Release by Holders of Claims and Interests

          Under the Plan, as of the Effective Date, for good and
valuable consideration, the adequacy of which is hereby confirmed, each         
holder of a Claim or Interest that affirmatively elects to do so on its         
Ballot (which election shall be independent of the vote on the Plan) shall      
have agreed to forever release, waive and discharge all claims,                 
obligations, suits, judgments, damages, demands, debts, rights, causes of       
action and liabilities whatsoever in connection with or related to the          
Debtors and the Subsidiaries, the Chapter 11 Case or the Plan (other than       
the obligations of the Debtors or Reorganized Debtors to perform under the      
Plan and the contracts, instruments, releases, indentures, and other            
agreements or documents delivered thereunder) whether liquidated or             
unliquidated, fixed or contingent, matured or unmatured, known or unknown,      
foreseen or unforseen, then existing or thereafter arising, in law, equity      
or otherwise that are based in whole or part on any act, omission,              
transaction, event or other occurrence taking place on or prior to the          
Effective Date in any way relating to the Debtors, the Reorganized Debtors      
or their Subsidiaries, the Chapter 11 Case or the Plan, against (i) the         
Debtors and their Subsidiaries, (ii) the Debtors' and their Subsidiaries'       
present and former directors, officers, employees, agents and professionals     
as of the Petition Date or thereafter, (iii) the Creditors' Committee and       
its members, agents and professionals, and (iv) the Lenders, the agents         
under the Pre-Petition Credit Agreement, and their respective agents and        
professionals                                                                   

3.       Injunction Related to Releases     

     As further provided in Article V of the Plan, the
Confirmation Order will enjoin the prosecution, whether directly,               
derivatively or otherwise, of any claim, obligation, suit, judgment,            
damage, demand, debt, right, cause of action, liability or interest             
released, discharged or terminated pursuant to the Plan.                        

I.       Compensation and Benefit Programs                                      

           Except and to the extent previously assumed or rejected
by an order of the Bankruptcy Court on or before the Confirmation Date, all     
employee compensation and benefit programs of the Debtors, including            
programs subject to sections 1114 and 1129(a)(13) of the Bankruptcy Code,       
entered into before or after the Petition Date and not since terminated,        
shall be deemed to be, and shall be treated as though they are, executory       
contracts that are assumed under Article VII of the Plan except for (i)         
executory contracts or plans specifically rejected pursuant to the Plan (to     
the extent such rejection does not violate sections 1114 and 1129(a)(13) of     
the Bankruptcy Code) and (ii) executory contracts or plans as have              
previously been rejected, are the subject of a motion to reject, or have        
been specifically waived by the beneficiaries of any plans or contracts;        
provided, however, that the Debtors' obligations, if any, to pay all            
"retiree benefits" (as defined in section 1114(a) of the Bankruptcy Code)       
shall continue.                                                                 

        In addition, shortly after the Effective Date of the
Plan, management and the designated employees of Reorganized ICG and the        
other Reorganized Debtors shall receive stock options which are more            
specifically described in the Management Option Plan, in substantially the      
form attached to the Plan as Exhibit C. Confirmation of the Plan                
constitutes approval of the Management Option Plan for tax and securities       
law purposes. The purpose of the Management Option Plan is to (1) attract       
and retain the services of participants whose judgment, interest and            
special efforts will contribute to the success of, and enhance the value        
of, the Company; (2) provide incentive compensation that is comparable to       
the Company's competitors; and (3) align participants' personal interests       
to those of the Company's other stockholders.                                   

           Specifically, the Management Option Plan authorizes the
grant of options to purchase ten percent (10%) of the aggregate New Common      
Shares outstanding on a fully diluted basis. Options to purchase seven          
percent (7%) of the aggregate New Common Shares outstanding on a fully          
diluted basis shall be granted effective on the Effective Date (the             
"Initial Grant Date") to individuals determined by the CEO (the "Initial        
Stock Options"), and as designated in the Management Option Plan attached       
to the Plan as Exhibit C. Options to purchase three percent (3%) of the         
aggregate New Common Shares outstanding on a fully diluted basis shall be       
reserved for future awards by the Board of Reorganized ICG.                     

           The exercise price of the Initial Stock Options will be
based upon an implied reorganization equity value of $160 million. All          
Initial Stock Options shall vest one-third (1/3) on the first anniversary       
of the Effective Date, and one-third (1/3) on each of the next second and       
third anniversaries of the Effective Date. The Management Option Plan will      
be administrated by a committee (the "Compensation Committee"), appointed       
by Reorganized ICG's Board. The Compensation Committee will be comprised of     
at least two (2) non-employee directors. The Compensation Committee may         
grant to employees incentive stock options, non-qualified stock options or      
a combination thereof. Company employees eligible to participate in the         
Management Option Plan include officers and employees of the Company,           
including employees who are members of the Board.                               

J.       Directors And Officers of Reorganized Debtors                          

1.       Appointment                        

             The existing senior officers of ICG shall serve initially
in the same capacities after the Effective Date for Reorganized ICG. The        
initial board of directors of Reorganized ICG shall consist of nine (9)         
directors. CCM shall be entitled to appoint five (5) directors; Huff shall      
be entitled to appoint two (2) directors; the Creditors' Committee shall be     
entitled to appoint one (1) director, and the Chief Executive Officer shall     
be a director. All of the selected directors shall be reasonably acceptable     
to the Chief Executive Officer and the Creditors' Committee. The Chief          
Executive Officer shall be Chairman of the board of directors. The Persons      
designating board members shall file with the Bankruptcy Court and give to      
ICG written notice of the identities of such members no later than three        
(3) Business Days before the date of the Confirmation Hearing.                  

2.       Terms                              

            Reorganized ICG board members shall serve for an initial
two (2) year term commencing on the Effective Date as determined be the         
Debtors. If agreed upon by the Debtors and the Creditors' Committee, the        
terms for board members may be staggered.                                       

3.       Vacancies                          

     Until the first annual meeting of shareholders of
Reorganized ICG after the Effective Date, any vacancy in the directorship       
(or the entity that originally designated such director) shall be filled by     
a person designated by such director as a replacement to serve out the          
remainder of the applicable term.                                               

              4.       Treatment of Director and Officer Indemnification
Obligations Under the Plan                                                      

         (a)      Third-Party Indemnification. Indemnification
               Obligations owed to any present or former
                      professionals or advisors of the Debtors arising
                     out of acts that occurred prior to the Petition
          Date, including, without limitation,
                   accountants, auditors, financial consultants,
                    underwriters, or attorneys, shall be deemed to
                  be, and shall be treated as though they are,
                    executory contracts that are rejected pursuant
                      to section 365 of the Bankruptcy Code under this
Plan.                     

            (b)      Indemnification of Debtors' Directors, Officers
                  and Employees. Reorganized ICG shall provide
                    standard and customary indemnification for all
                     officers and directors (as of the Petition Date
               and thereafter) for all actions or events
        occurring after the Petition Date.
                Indemnification Obligations to present and
                  former officers and directors for actions or
                 events occurring prior to the Petition Date
              shall be limited to director and officer
                    liability insurance coverage; provided however
                     that all Indemnification Obligations to members
                     of the Special Committee, including for actions
                     or events occurring prior to the Petition Date,
                    shall be deemed to be, and shall be treated as
                   though they are, executory contracts that are
            assumed pursuant to section 365 of the
                   Bankruptcy Code. In addition, Reorganized ICG
                     shall indemnify present and former officers and
                   directors for all legal fees and expenses and
                  shall advance all such fees and expenses, as
           well as any insurance deductibles (if
                    applicable), related to any claims or lawsuits
                      for any actions or events occurring prior to the
               Petition Date. Reorganized ICG shall also
                     reimburse the Special Committee and its members
             for legal fees and expenses incurred in
                  connection with the Chapter 11 Cases and the
Plan.                     

K.       Revesting of Assets                                                    

           Pursuant to section 1141(b) of the Bankruptcy Code, all
property of each Debtor's Estate, together with any property of each Debtor     
that is not property of its Estate and that is not specifically disposed of     
pursuant to the Plan, shall revest in the applicable Reorganized Debtor on      
the Effective Date, subject to the Restructuring Transactions. Thereafter,      
the Reorganized Debtors may operate their businesses and may use, acquire       
and dispose of property free of any restrictions of the Bankruptcy Code,        
the Bankruptcy Rules and the Bankruptcy Court. As of the Effective Date,        
all property of each Reorganized Debtor shall be free and clear of all          
Liens, Claims and Interests, except as specifically provided in the Plan or     
the Confirmation Order. Without limiting the generality of the foregoing,       
each Reorganized Debtor may, without application to or approval by the          
Bankruptcy Court, pay fees that it incurs after the Effective Date for          
professional services and expenses. L. Preservation of Rights of Action         

   Except as otherwise provided in the Plan or the
Confirmation Order, or in any contract, instrument, release, indenture or       
other agreement entered into in connection with the Plan, in accordance         
with section 1123(b) of the Bankruptcy Code, the Reorganized Debtors shall      
retain and may enforce, sue on, settle or compromise (or decline to do any      
of the foregoing) all Litigation Claims that the Debtors or the Estates may     
hold against any Person or entity. Each Debtor or its successor(s) may          
pursue such retained Litigation Claims as appropriate, in accordance with       
the best interests of the Reorganized Debtor or its successor(s) who hold       
such rights. Schedule 5.9 to the Plan contains a non- exclusive list of         
claims or causes of actions that the Debtors hold or may hold either in         
pending or potential litigation.                                                

       The failure of the Debtors to specifically list any
claim, right of action, suit, or proceeding herein or in the Plan does not,     
and will not be deemed to, constitute a waiver or release by the Debtors of     
such claim, right of action, suit, or proceeding, and the Reorganized           
Debtors will retain the right to pursue additional claims, rights of            
action, suits or proceedings. In addition, at any time before the Effective     
Date, notwithstanding anything in the Plan to the contrary, the Debtors or      
the Reorganized Debtors may settle some or all of the Litigation Claims         
with the approval of the Bankruptcy Court pursuant to Fed. R. Bankr. P.         
9019.                                                                           

M.       Other Matters                                                          

                  1.       Treatment of Executory Contracts and Unexpired Leases

         Under section 365 of the Bankruptcy Code, the Debtors
have the right, subject to Bankruptcy Court approval, to assume or reject       
any executory contracts or unexpired leases. If the Debtors reject an           
executory contract or unexpired lease that was entered into before the          
Petition Date, the contract or lease will be treated as if it had been          
breached on the date immediately preceding the Petition Date, and the other     
party to the agreement will have an Impaired Unsecured Claim for damages        
incurred as a result of the rejection. In the case of rejection of              
employment severance agreements and real property leases, damages are           
subject to certain limitations imposed by sections 365 and 502 of the           
Bankruptcy Code.                                                                

        (a)   Assumed Contracts and Leases

       Except as otherwise provided in the Plan, or in any
contract, instrument, release, indenture or other agreement or document         
entered into in connection with the Plan, as of the Effective Date each         
Debtor shall be deemed to have assumed each executory contract and              
unexpired lease to which it is a party, including those listed on Schedule      
7.1 attached to the Plan, unless such contract or lease (i) was previously      
assumed or rejected by such Debtor, (ii) previously expired or terminated       
pursuant to its own terms, or (iii) is listed on Schedule 7.1 attached to       
the Plan as being an executory contract or unexpired lease to be rejected,      
provided, however, that the Debtors reserve their right, at any time prior      
to the Confirmation Date, to amend Schedule 7.1 to delete any unexpired         
lease or executory contract therefrom or add any unexpired lease or             
executory contract thereto. To the extent that an executory contract or         
unexpired lease is not listed on either Schedule7.1 nor Schedule 7.3, such      
executory contract or unexpired lease shall be deemed assumed as if such        
executory contract or lease had been included on Schedule 7.1. The              
Confirmation Order shall constitute an order of the Bankruptcy Court under      
section 365 of the Bankruptcy Code approving the contract and lease             
assumptions described above, as of the Effective Date.                          

       Each executory contract and unexpired lease that is
assumed and relates to the use, ability to acquire, or occupancy of real        
property shall include (i) all modifications, amendments, supplements,          
restatements, or other agreements made directly or indirectly by any            
agreement, instrument, or other document that in any manner affect such         
executory contract or unexpired lease and (ii) all executory contracts or       
unexpired leases appurtenant to the premises, including all easements,          
licenses, permits, rights, privileges, immunities, options, rights of first     
refusal, powers, uses, usufructs, reciprocal easement agreements, vaults,       
tunnel or bridge agreements or franchises, and any other interests in real      
estate or rights in rem related to such premises, unless any of the             
foregoing agreements has been rejected pursuant to an order of the              
Bankruptcy Court.                                                               

      The Debtors have entered into tens of thousands of
contracts with its customers (the "Customer Contracts"). Under the Plan, to     
the extent that any of the Customer Contracts are executory contracts under     
applicable law, such contracts shall be deemed assumed. Due to the              
extremely large number of Customer Contracts, such contracts are not listed     
on Schedule 7.1 to the Plan. A list of all of the Customer Contracts is         
available at the Debtors' corporate headquarters, and will be made              
available upon request to the Debtors. The Debtors do not believe any Cure      
amounts are owed in connection with assumption of the Customer Contracts.       

                     (b) Payments Related To Assumption Of Contracts
And Leases                                                                      

             Any monetary amounts by which each executory contract and
unexpired lease to be assumed pursuant to the Plan is in default will be        
satisfied, under section 365(b)(1) of the Bankruptcy Code, at the option of     
the Debtor party assuming such contract or lease, by Cure. If there is a        
dispute regarding (i) the nature or amount of any Cure, (ii) the ability of     
a Reorganized Debtor or any assignee to provide "adequate assurance of          
future performance" (within the meaning of section 365 of the Bankruptcy        
Code) under the contract or lease to be assumed, or (iii) any other matter      
pertaining to assumption, Cure will occur following the entry of a Final        
Order resolving the dispute and approving the assumption or assumption and      
assignment, as the case may be; provided that if there is a dispute as to       
the amount of Cure or any requirement for adequate assurance of future          
performance that cannot be resolved consensually among the parties, the         
Debtors shall have the right to reject the contract or lease for a period       
of five (5) days after entry of a Final Order establishing a Cure amount in     
excess of that proposed by the Debtors or any requirement for adequate          
assurance of future performance that is not acceptable to the Debtors . The     
Confirmation Order shall contain provisions providing for notices of            
proposed assumptions and proposed cure amounts to be sent to applicable         
third parties and for procedures for objecting thereto (which shall provide     
not less than twenty (20) days notice of such procedures and any deadlines      
pursuant thereto) and resolution of disputes by the Bankruptcy Court.           

         (c)   Rejected Contracts and Leases

      On the Effective Date, each executory contract and
unexpired lease listed on Schedule 7.3 to the Plan shall be rejected            
pursuant to section 365 of the Bankruptcy Code. Each contract or lease          
listed on Schedule 7.3 shall be rejected only to the extent that any such       
contract or lease constitutes an executory contract or unexpired lease;         
provided, however, that the Debtors reserve their right, at any time prior      
to the Confirmation Date, to amend Schedule 7.3 to delete any unexpired         
lease or executory contract therefrom or add any unexpired lease or             
executory contract thereto. To the extent that an executory contract or         
unexpired lease is not listed on either Schedule 7.3 nor Schedule 7.1, such     
executory contract or unexpired lease shall be deemed assumed as if such        
executory contract or lease had been included on Schedule 7.1. Listing a        
contract or lease on Schedule 7.1 or Schedule 7.3 shall not constitute an       
admission by ICG nor Reorganized ICG that such contract or lease is an          
executory contract or unexpired lease or that ICG or Reorganized ICG has        
any liability thereunder. The Confirmation Order shall constitute an order      
of the Bankruptcy Court approving such rejections, pursuant to section 365      
or 1113 of the Bankruptcy Code, as applicable, as of the Effective Date.        

      (d)   Rejection Damages Bar Date

         If the rejection by a Debtor, pursuant to the Plan or
otherwise, of an executory contract or unexpired lease results in a Claim,      
then such Claim shall be forever barred and shall not be enforceable            
against any Debtor or Reorganized Debtor or the properties of any of them       
unless a proof of claim is filed with the clerk of the Bankruptcy Court and     
served upon counsel to the Debtors, counsel to the Creditors' Committee,        
within thirty (30) days after service of the earlier of (i) notice of the       
Confirmation Order, or (ii) other notice that the executory contract or         
unexpired lease has been rejected.                                              

2.       Administrative Claims              

       All requests for payment of an Administrative Claim
(other than as set forth in Article III of the Plan) must be filed with the     
Bankruptcy Court and served on counsel for the Debtors and counsel for the      
Trustee no later than thirty (30) days after the Effective Date. Unless the     
Debtors object to an Administrative Claim within forty-five (45) Business       
Days after receipt, such Administrative Claim shall be deemed allowed in        
the amount requested. In the event that the Debtors object to an                
Administrative Claim, the Bankruptcy Court shall determine the Allowed          
amount of such Administrative Claim. Notwithstanding the foregoing, no          
request for payment of an Administrative Claim need be filed with respect       
to an Administrative Claim which is paid or payable by a Debtor in the          
ordinary course of business.                                                    

3.       Professional Fee Claims            

           All final requests for compensation or reimbursement of
Professional Fees pursuant to sections 327, 328, 330, 331, 503(b) or 1103       
of the Bankruptcy Code for services rendered to the Debtors or the              
Creditors' Committee prior to the Effective Date and Substantial                
Contribution Claims under section 503(b)(4) of the Bankruptcy Code must be      
filed and served on the Reorganized Debtors and their counsel no later than     
forty-five (45) days after the Effective Date, unless otherwise ordered by      
the Bankruptcy Court. Objections to applications of such Professionals or       
other entities for compensation or reimbursement of expenses must be filed      
and served on the Reorganized Debtors and their counsel and the requesting      
Professional or other entity no later than thirty (30) days (or such longer     
period as may be allowed by order of the Bankruptcy Court) after the date       
on which the applicable application for compensation or reimbursement was       
served.                                                                         

   4.       Withholding and Reporting Requirements

     In connection with the Plan and all distributions
hereunder, the Disbursing Agent shall, to the extent applicable, comply         
with all tax withholding and reporting requirements imposed by any federal,     
state, provincial, local or foreign taxing authority, and all distributions     
hereunder shall be subject to any such withholding and reporting                
requirements. The Disbursing Agent shall be authorized to take any and all      
actions that may be necessary or appropriate to comply with such                
withholding and reporting requirements. Notwithstanding any other provision     
of the Plan (i) each holder of an Allowed Claim that is to receive a            
distribution of New Securities pursuant to the Plan shall have sole and         
exclusive responsibility for the satisfaction and payment of any tax            
obligations imposed by any governmental unit, including income, withholding     
and other tax obligations, on account of such distribution, and (ii) no         
distribution shall be made to or on behalf of such holder pursuant to the       
Plan unless and until such holder has made arrangements satisfactory to the     
Disbursing Agent for the payment and satisfaction of such tax obligations.      
Any New Securities to be distributed pursuant to the Plan shall, pending        
the implementation of such arrangements, be treated as an undeliverable         
distribution pursuant to Article XIII of the Plan.                              

5.       Setoffs                            

          The Reorganized Debtors may, but shall not be required
to, set off against any Claim and the payments or other distributions to be     
made pursuant to the Plan in respect of such Claim, claims of any nature        
whatsoever that the Debtors or Reorganized Debtors may have against the         
holder of such Claim; provided, however, that neither the failure to do so      
nor the allowance of any Claim hereunder shall constitute a waiver or           
release by the Reorganized Debtors of any such claim that the Debtors or        
Reorganized Debtors may have against such holder.                               

N.       Confirmation and/or Consummation                                       

        Described below are certain important considerations
under the Bankruptcy Code in connection with confirmation of the Plan.          

      1.       Requirements for Confirmation of the Plan

          Before the Plan can be confirmed, the Bankruptcy Court
must determine at the hearing on confirmation of the Plan (the                  
"Confirmation Hearing") that the following requirements for confirmation,       
set forth in section 1129 of the Bankruptcy Code, have been satisfied:          

               (a) The Plan complies with the applicable
provisions of the Bankruptcy Code.                                              

            (b) The Debtors have complied with the
applicable provisions of the Bankruptcy Code.                                   

                      (c) The Plan has been proposed in good faith and
not by any means forbidden by law.                                              

                     (d) Any payment made or promised by the Debtors
or by a person issuing securities or acquiring property under the Plan for      
services or for costs and expenses in, or in connection with, the Chapter       
11 Cases, or in connection with the Plan and incident to the Chapter 11         
Cases, has been disclosed to the Bankruptcy Court, and any such payment         
made before confirmation of the Plan is reasonable, or if such payment is       
to be fixed after confirmation of the Plan, such payment is subject to the      
approval of the Bankruptcy Court as reasonable.                                 

                     (e) The Debtors have disclosed (i) the identity
and affiliations of (x) any individual proposed to serve, after                 
confirmation of the Plan, as a director, officer, or voting trustee of the      
Reorganized Debtors, (y) any affiliate of the Debtors participating in a        
joint plan with the Debtors, or (z) any successor to the Debtors under the      
Plan (and the appointment to, or continuance in, such office of such            
individual(s) is consistent with the interests of Creditors and Interest        
holders and with public policy), and (ii) the identity of any insider that      
will be employed or retained by the Debtors and the nature of any               
compensation for such insider.                                                  

                 (f) With respect to each Class of Claims or
Interests, each Impaired Creditor and Impaired Interest holder either has       
accepted the Plan or will receive or retain under the Plan on account of        
the Claims or Interests held by such entity, property of a value, as of the     
Effective Date, that is not less than the amount that such entity would         
receive or retain if the Debtors were liquidated on such date under Chapter     
7 of the Bankruptcy Code. See Section IX.                                       

                      (g) The Plan provides that Administrative Claims
and Priority Claims other than Priority Tax Claims will be paid in full on      
the Effective Date and that Priority Tax Claims will receive on account of      
such Claims deferred cash payments, over a period not exceeding six years       
after the date of assessment of such Claims, of a value, as of the              
Effective Date, equal to the Allowed Amount of such Claims, except to the       
extent that the holder of any such Claim has agreed to a different              
treatment. See Section V.B.                                                     

                    (h) If a Class of Claims is Impaired under the
Plan, at least one Class of Impaired Claims has accepted the Plan,              
determined without including any acceptance of the Plan by insiders holding     
Claims in such Class.                                                           

                      (i) Confirmation of the Plan is not likely to be
followed by the liquidation, or the need for further financial                  
reorganization, of the Debtors or any successor to the Debtors under the        
Plan, unless such liquidation or reorganization is proposed in the Plan.        
See Section IX.A.                                                               

                      (j) The Plan provides for the continuation after
the Effective Date of all retiree benefits, if any, at the level                
established pursuant to section 1114(e)(1)(B) or 1114(g) of the Bankruptcy      
Code at any time prior to confirmation of the Plan, for the duration of the     
period the Debtors have obligated themselves to provide such benefits.          

       The Debtors believe that, upon receipt of the votes
required to confirm the Plan, the Plan will satisfy all the statutory           
requirements of Chapter 11 of the Bankruptcy Code, that the Debtors have        
complied or will have complied with all of the requirements of Chapter 11,      
and that the Plan has been proposed and submitted to the Bankruptcy Court       
in good faith.                                                                  

        2.       Conditions to Confirmation and Consummation

      (a)   Conditions to Confirmation

            The following are conditions precedent to the occurrence
of the Confirmation Date: (i) the entry of an order finding that the            
Disclosure Statement contains adequate information pursuant to section 1125     
of the Bankruptcy Code, and (ii) the proposed Confirmation Order shall be       
in form and substance reasonably acceptable to the Debtors and the majority     
of the members of the Creditors' Committee that vote in favor of the Plan.      

        (b)   Conditions to Effective Date
            The following are conditions precedent to the occurrence
of the Effective Date, each of which may be satisfied or waived in              
accordance with Article X of the Plan:                                          

                              (i) The Confirmation Order shall
  have been entered and become a Final Order in form and substance
reasonably satisfactory to the Debtors and the majority of the
    members of the Creditors' Committee that vote in favor of the Plan
and shall:                                                    

                                      (1) provide that the Debtors
 and Reorganized Debtors are authorized and directed to take all
actions necessary or appropriate to enter into, implement and 
consummate the contracts, instruments, releases, leases,      
    indentures and other agreements or documents created in connection
with the Plan or the Restructuring Transactions;              

                                       (2) authorize the issuance of
the New Securities; and                                       

                               (3) find that the New
 Securities issued under the Plan in exchange for Claims against
   the Debtors are exempt from registration under the Securities Act
   of 1933 pursuant to section 1145 of the Bankruptcy Code except to
   the extent that holders of the New Securities are "underwriters,"
 as that term is defined in section 1145 of the Bankruptcy Code.

                                 (ii) The Debtors shall have entered
into (i) a revised credit agreement and related documentation 
  governing the New Secured Notes, (ii) final documentation of the
 New Senior Subordinated Term Loan, (iii) final documentation of
   the New Convertible Notes, and (iv) final documentation governing
the New Holdings Creditor Warrants, each in form and substance
  reasonably satisfactory to ICG, the Agent under the Pre-Petition
Credit Agreement, and the majority of the members of the      
Creditors' Committee that vote in favor of the Plan.          

                                 (iii) All Plan Exhibits shall be in
 form and substance reasonably acceptable to the Debtors and the
  majority of the members of the Creditors' Committee that vote in
favor of the Plan and shall have been executed and delivered. 

                             (iv) All actions, documents and
agreements necessary to implement the Plan shall have been    
effected or executed.                                         

O.       Effects of Confirmation                                                

1.       Binding Effect                     

             The Plan will be binding upon and inure to the benefit of
the Debtors, all present and former holders of Claims against the Debtors,      
whether or not such holders will receive or retain any property or interest     
in property under the Plan, their respective successors and assigns,            
including, but not limited to, the Reorganized Debtors, and all                 
parties-in-interest in the Chapter 11 Cases.                                    

2.       Discharge of the Debtors           

      Except as otherwise provided in the Plan or in the
Confirmation Order, all consideration distributed under the Plan will be in     
exchange for, and in complete satisfaction, settlement, discharge, and          
release of, all Claims (other than those Reinstated under the Plan) of any      
nature whatsoever against the Debtors or any of their assets or properties,     
and regardless of whether any property will have been distributed or            
retained pursuant to the Plan on account of such Claims, and upon the           
Effective Date, the Debtors shall (i) be deemed discharged and released         
under section 1141(d)(1)(A) of the Bankruptcy Code from any and all Claims,     
including, but not limited to, demands and liabilities that arose before        
the Confirmation Date, and all debts of the kind specified in sections          
502(g), 502(h) or 502(i) of the Bankruptcy Code, whether or not (a) a Proof     
of Claim based upon such debt is filed or deemed filed under section 501 of     
the Bankruptcy Code, (b) a Claim based upon such debt is Allowed under          
section 502 of the Bankruptcy Code, or (c) the holder of a Claim based upon     
such debt accepted the Plan and (ii) terminate all ICG Interests.               

          As of the Confirmation Date, except as provided in the
Plan or the Confirmation Order, all entities shall be precluded from            
asserting against the Debtors or the Reorganized Debtors, any other or          
further claims, debts, rights, causes of action, liabilities or equity          
interests relating to the Debtors based upon any act, omission, transaction     
or other activity of any nature that occurred prior to the Confirmation         
Date. In accordance with the foregoing, except as provided in the Plan or       
the Confirmation Order, the Confirmation Order shall be a judicial              
determination of discharge of all such Claims and other debts and               
liabilities against the Debtors and termination of all ICG Interests,           
pursuant to sections 524 and 1141 of the Bankruptcy Code, and such              
discharge shall void any judgment obtained against the Debtors at any time,     
to the extent that such judgment relates to a discharged Claim or               
terminated Interest.                                                            

3.       Permanent Injunction               

             Except as provided in the Plan or the Confirmation Order,
as of the Confirmation Date, all entities that have held, currently hold or     
may hold a Claim or other debt or liability that is discharged or an            
Interest or other right of an equity security holder that is terminated         
pursuant to the terms of the Plan are permanently enjoined from the taking      
of any of the following actions against the Debtors, the Reorganized            
Debtors or their property on account of any such discharged Claims, debts       
or liabilities or terminated interests or rights: (a) commencing or             
continuing, in any manner or in any place, any action or other proceeding;      
(b) enforcing, attaching, collecting or recovering in any manner any            
judgment, award, decree or order; (c) creating, perfecting or enforcing any     
lien or encumbrance; (d) asserting a setoff, right of subrogation or            
recoupment of any kind against any debt, liability or obligation due to the     
Debtors; and (e) commencing or continuing any action, in any manner, in any     
place that does not comply with or is inconsistent with the provisions of       
the Plan.                                                                       

          As of the Effective Date, all entities that have held,
currently hold or may hold a claim, demand, debt, right, cause of action or     
liability that is released pursuant to Section 5.12 or Section 12.11 of the     
Plan are permanently enjoined from taking any of the following actions on       
account of such released claims, obligations, suits, judgments, damages,        
demands, debts, rights, causes of action or liabilities: (a) commencing or      
continuing in any manner any action or other proceeding; (b) enforcing,         
attaching, collecting or recovering in any manner any judgment, award,          
decree or order; (c) creating, perfecting or enforcing any lien or              
encumbrance; (d) asserting a setoff, right of subrogation or recoupment of      
any kind against any debt, liability or obligation due to any released          
entity; and (e) commencing or continuing any action, in any manner, in any      
place that does not comply with or is inconsistent with the provisions of       
the Plan.                                                                       

        By accepting distribution pursuant to the Plan, each
holder of an Allowed Claim or Allowed Interest receiving distributions          
pursuant to the Plan will be deemed to have specifically consented to the       
injunctions set forth in Article XII of the Plan.                               

               4.       Exculpation and Limitation on Liability; Indemnity

     Neither the Debtors, the Reorganized Debtors, the
Creditors' Committee, the Claims Resolution Committee, the Indenture            
Trustees, or the Lenders, nor any of their respective present or former         
members, officers, directors, employees, advisors, attorneys, or agents,        
shall have or incur any liability to any holder of a Claim or an Interest,      
or any other party in interest, or any of their respective agents,              
employees, representatives, financial advisors, attorneys, or affiliates,       
or any of their successors or assigns, for any act or omission in               
connection with, relating to, or arising out of, the Chapter 11 Case,           
formulating, negotiating or implementing the Plan, the solicitation of          
acceptances of the Plan, the pursuit of confirmation of the Plan, the           
confirmation of the Plan, the consummation of the Plan, or the                  
administration of the Plan or the property to be distributed under the          
Plan, except for their gross negligence or willful misconduct, and in all       
respects shall be entitled to reasonably rely upon the advice of counsel        
with respect to their duties and responsibilities under the Plan.               

       Notwithstanding any other provision of the Plan, no
holder of a Claim or Interest, no other party in interest, none of their        
respective agents, employees, representatives, financial advisors,              
attorneys, or affiliates, and no successors or assigns of the foregoing,        
shall have any right of action against any Debtor or Reorganized Debtor,        
the Creditors' Committee, nor any of their respective present or former         
members, officers, directors, employees, advisors, attorneys, for any act       
or omission in connection with, relating to, or arising out of, the Chapter     
11 Cases, formulating, negotiating or implementing the Plan, solicitation       
of acceptances of the Plan, the pursuit of confirmation of the Plan, the        
consummation of the Plan, the confirmation of the Plan, or the                  
administration of the Plan or the property to be distributed under the          
Plan, except for their gross negligence or willful misconduct.                  

          Reorganized ICG shall indemnify each Person exculpated
pursuant to Section 12.11 of the Plan against, hold each such Person            
harmless from, and reimburse each such Person for any and all losses,           
costs, expenses (including attorneys' fees and expenses), liabilities and       
damages sustained by such Person arising from any liability described           
above.                                                                          

         The foregoing exculpation and limitation on liability
shall not, however, limit, abridge, or otherwise affect the rights of the       
Reorganized Debtors to enforce, sue on, settle, or compromise the               
Litigation Claims retained pursuant to Article V of the Plan.                   

P.       Retention of Jurisdiction                                              

          Pursuant to sections 105(a) and 1142 of the Bankruptcy
Code, and notwithstanding entry of the Confirmation Order and occurrence of     
the Effective Date, the Bankruptcy Court will retain exclusive jurisdiction     
over all matters arising out of, and related to, the Chapter 11 Cases and       
the Plan, including, among other things, jurisdiction to:                       

                (a) Allow, disallow, determine, liquidate,
classify, estimate or establish the priority or secured or unsecured status     
of any Claim or Interest not otherwise allowed under the Plan, including        
the resolution of any request for payment of any Administrative Claim and       
the resolution of any objections to the allowance or priority of Claims or      
Interests;                                                                      

                 (b) Hear and determine all applications for
compensation and reimbursement of expenses of Professionals under the Plan      
or under sections 330, 331, 503(b), 1103 and 1129(a)(4) of the Bankruptcy       
Code; provided, however, that from and after the Effective Date, the            
payment of the fees and expenses of the retained Professionals of the           
Reorganized Debtors shall be made in the ordinary course of business and        
shall not be subject to the approval of the Bankruptcy Court;                   

                     (c) Hear and determine all matters with respect
to the assumption or rejection of any executory contract or unexpired lease     
to which a Debtor is a party or with respect to which a Debtor may be           
liable, including, if necessary, the nature or amount of any required Cure      
or the liquidation or allowance of any Claims arising therefrom;                

                      (d) Effectuate performance of and payments under
the provisions of the Plan;                                                     

                  (e) Hear and determine any and all adversary
proceedings, motions, applications, and contested or litigated matters          
arising out of, under, or related to, the Chapter 11 Cases;                     

                  (f) Enter such orders as may be necessary or
appropriate to execute, implement, or consummate the provisions of the Plan     
and all contracts, instruments, releases, and other agreements or documents     
created in connection with the Plan, the Disclosure Statement or the            
Confirmation Order;                                                             

                (g) Hear and determine disputes arising in
connection with the interpretation, implementation, consummation, or            
enforcement of the Plan, including disputes arising under agreements,           
documents or instruments executed in connection with the Plan;                  

                      (h) Consider any modifications of the Plan, cure
any defect or omission, or reconcile any inconsistency in any order of the      
Bankruptcy Court, including, without limitation, the Confirmation Order;        

                      (i) Issue injunctions, enter and implement other
orders, or take such other actions as may be necessary or appropriate to        
restrain interference by any entity with implementation, consummation, or       
enforcement of the Plan or the Confirmation Order;                              

                   (j) Enter and implement such orders as may be
necessary or appropriate if the Confirmation Order is for any reason            
reversed, stayed, revoked, modified, or vacated; (k) Hear and determine any     
matters arising in connection with or relating to the Plan, the Disclosure      
Statement, the Confirmation Order, or any contract, instrument, release, or     
other agreement or document created in connection with the Plan, the            
Disclosure Statement or the Confirmation Order;                                 

                     (l) Enforce all orders, judgments, injunctions,
releases, exculpations, indemnifications and rulings entered in connection      
with the Chapter 11 Cases;                                                      

                     (m) Except as otherwise limited herein, recover
all assets of the Debtors and property of the Debtors' Estates, wherever        
located;                                                                        

                      (n) Hear and determine matters concerning state,
local, and federal taxes in accordance with sections 346, 505, and 1146 of      
the Bankruptcy Code;                                                            

                   (o) Hear and determine all disputes involving
the existence, nature, or scope of the Debtors' discharge;                      

                      (p) Hear and determine such other matters as may
be provided in the Confirmation Order or as may be authorized under, or not     
inconsistent with, provisions of the Bankruptcy Code; and                       

                     (q) Enter a final decree closing the Chapter 11
Cases.                                                                          

VI. CERTAIN FACTORS TO BE CONSIDERED    

             The holder of a Claim against the Debtors should read and
carefully consider the following factors, as well as the other information      
set forth in this Disclosure Statement (and the documents delivered             
together herewith and/or incorporated by reference herein), before deciding     
whether to vote to accept or reject the Plan.                                   

A.       General Considerations                                                 

           The Plan sets forth the means for satisfying the Claims
against each of the Debtors. Certain Claims and Interests receive no            
distributions pursuant to the Plan. Reorganization of certain of the            
Debtors' businesses and operations under the proposed Plan also avoids the      
potentially adverse impact of a liquidation on those Debtors' employees and     
other stakeholders.                                                             

B.       Certain Bankruptcy Considerations                                      

            Even if all Impaired voting classes vote in favor of the
Plan, and with respect to any Impaired Class deemed to have rejected the        
Plan and the requirements for "cramdown" are met, the Bankruptcy Court,         
which, as a court of equity, may exercise substantial discretion, may           
choose not to confirm the Plan. Section 1129 of the Bankruptcy Code             
requires, among other things, a showing that confirmation of the Plan will      
not be followed by liquidation or the need for further financial                
reorganization of the Debtors, (see Section IX.A), and that the value of        
distributions to dissenting holders of Claims and Interest may not be less      
than the value such holders would receive if the Debtors were liquidated        
under Chapter 7 of the Bankruptcy Code. See Section IX.D. Although the          
Debtors believe that the Plan will meet such tests, there can be no             
assurance that the Bankruptcy Court will reach the same conclusion. See         
Appendix D annexed hereto for a liquidation analysis of the Debtors.            

         The Plan provides for certain conditions that must be
fulfilled prior to confirmation of the Plan and the Effective Date. As of       
the date of this Disclosure Statement, there can be no assurance that any       
or all of the conditions in the Plan will be met (or waived) or that the        
other conditions to consummation, if any, will be satisfied. Accordingly,       
even if the Plan is confirmed by the Bankruptcy Court, there can be no          
assurance that the Plan will be consummated and the restructuring               
completed. If a liquidation or protracted reorganization were to occur,         
there is a substantial risk that the value of the Debtors' enterprise would     
be substantially eroded to the detriment of all stakeholders.                   

C.       Inherent Uncertainty of Financial Projections                          

        The Projections to be set forth in Appendix D hereto
cover the Debtors' operations through fiscal December 31, 2005. These           
Projections are based on numerous assumptions that are an integral part of      
the Projections, including confirmation and consummation of the Plan in         
accordance with its terms, realization of the operating strategy of the         
Reorganized Debtors, industry performance, no material changes in               
applicable legislation or regulations, exchange rates, or generally             
accepted accounting principles, general business and economic conditions,       
competition, adequate financing, absence of material contingent or              
unliquidated litigation or indemnity claims, and other matters, many of         
which will be beyond the control of the Reorganized Debtors and some or all     
of which may not materialize. In addition, unanticipated events and             
circumstances occurring subsequent to the date of this Disclosure Statement     
may affect the actual financial results of the Reorganized Debtors'             
operations. Accordingly, the actual performance may vary significantly from     
those set forth in the Projections. Consequently, the projected financial       
information contained herein should not be regarded as a representation or      
warranty by the Debtors, the Debtors' advisors, or any other person that        
the Projections can or will be achieved.                                        

D.       Conditions Precedent to the Exit Financing                             

            The Debtors have received the commitment letters for the
Exit Financing, which are attached to the Plan as Exhibits G and H.             
However, these commitments remain subject to a number of conditions             
precedent, including without limitation (i) final documentation, (ii) no        
Material Adverse Change (as defined therein), and (iii) approval by the         
Bankruptcy Court of certain expense reimbursement of break-up fee               
provisions. See Section V.G. There can be no assurance that these               
conditions will be satisfied (or waived), and if not, the Debtors will not      
obtain the financing provided thereby, and will not be able to confirm the      
Plan in its present form.                                                       

E.      Lack of Established Market for the New Securities                       

           There will be no existing market for the New Securities
and there can be no assurance that an active market for such securities         
will develop or, if any such market does develop, that it will continue to      
exist. Also, there can be no assurance as to the degree of price                
volatility, or the liquidity for any of the New Securities, in any such         
market that does develop.                                                       

       As of the Petition Date, the Old Common Shares were
traded on the NASDAQ. The NASDAQ has certain listing criteria applicable to     
companies listed on such exchanges, including financial criteria and            
minimum requirements as to the number of holders of listed securities. On       
November 18, 2000, shortly after the Petition Date, the NASDAQ halted           
trading of the Old Common Shares and initiated delisting procedures. The        
Debtors will use reasonable efforts to have the New Common Shares listed on     
a national securities exchange. However, there can be no assurance that         
Reorganized ICG will be successful in listing its securities with any           
exchange. In the event that Reorganized ICG is unable to cause any of the       
New Securities to be listed on any exchange or quoted on any quotation          
system, the liquidity of the New Securities would be materially impaired.       
F. Restricted Resale of the New Securities                                      

          The New Securities will be distributed pursuant to the
Plan without registration under the Securities Act and without                  
qualification or registration under State Laws, pursuant to exemptions from     
such registration and qualification contained in section 1145(a) of the         
Bankruptcy Code. With respect to certain persons who receive such               
securities pursuant to the Plan, these Bankruptcy Code exemptions apply         
only to the distribution of such securities under the Plan and not to any       
subsequent sale, exchange, transfer or other disposition of such securities     
or any interest therein by such persons. Therefore, subsequent sales,           
exchanges, transfers or other disposition of such securities or any             
interest therein by "underwriters" or "issuers" would not be exempted by        
section 1145 of the Bankruptcy Code from registration under the Securities      
Act or the State Laws.                                                          

            Additionally, New Securities may not be sold, exchanged,
transferred, or otherwise disposed of without registration or qualification     
under the State Laws unless specific exemptions from such registration or       
qualification requirements are available with respect to such sale,             
exchange, transfer, or disposition. See Section VII.                            

G.       Telecommunications Competition                                         

      ICG experiences competition from numerous types of
telecommunications service providers, including inter-exchange carriers,        
long-haul providers, local telephone companies, broadband cable television      
companies and fixed wireless providers. Accordingly, there can be no            
assurance that ICG will be able to compete successfully against other           
providers of such services, or that ICG will be able to achieve                 
profitability from such services in future years.                               

            In addition, the telecommunications services industry in
general is subject to rapid and significant changes in technology. These        
changes may increase competitive pressures on Reorganized ICG or require        
capital investments by Reorganized ICG in excess of its available               
resources. Because the rapid and high level of technological change in the      
industry, the effect on the businesses of Reorganized ICG cannot be             
predicted with any certainty.                                                   

H.       Government Regulation                                                  

            The telecommunications industry is extensively regulated
by the FCC and state public utility commissions. For example, the FCC is        
required to grant prior approval of any assignment or transfer of control       
involving an entity that holds an FCC license. Because of the inherent          
uncertainties in the application process (e.g., a challenge to the FCC          
applications and composition of ownership of voting securities), there can      
be no assurance that such applications will be granted within two to three      
months of their filing or at all.                                               

I.       Reliance on Key Personnel                                              

      One of the Debtors' primary assets is their highly
skilled professionals, who have the ability to leave the Debtors and so         
deprive them of the skill and knowledge essential for performance of new        
and existing contracts. The Debtors operate a business that is highly           
dependent on highly skilled employees, who will perform tasks of the            
highest standards over an extended period of time. A loss of a significant      
number of key professionals will have a material adverse effect on the          
Debtors and may threaten their ability to survive as going concerns.            

  The Debtors' successful transition through the
restructuring process is dependent in part on their ability to retain and       
motivate their officers and key employees. There can be no assurance that       
the Debtors will be able to retain and employ qualified management and          
technical personnel. The Debtors obtained Bankruptcy Court approval of a        
bonus program designed to retain certain of their key employees, but there      
is no guarantee that such program will have the intended effect. See            
Section IV.E.                                                                   

J.       Certain Corporate Governance Issues                                    

        As described in Plan Exhibit G and Section V.J., the
Board of Directors of Reorganized ICG shall be comprised of nine (9)            
members, five (5) of which will be appointed by CCM, which constitutes a        
majority of the Board. In addition, certain potential transactions or           
decisions will require the approval of a super-majority of the Board.           
Finally, the By-laws of Reorganized ICG will impose the requirement of          
Board approval for certain types of capital expenditures and other              
limitations on management flexibility with respect to capital expenditures.     
In addition, holders of the New Convertible Notes will also be able to          
exercise voting rights with holders of New Common Shares by virtue of           
holding the non-detachable preferred stock to be issued with the New            
Convertible Notes (See Section V.G), which voting rights will be                
approximately twenty percent (20%) of all shareholder voting rights. It is      
possible that this arrangement will have a negative impact on the ability       
of Reorganized ICG to have its New Common Shares accepted for listing on a      
national securities exchange or be quoted on any quotation system, which in     
turn could materially impair the liquidity of the New Common Shares.            

K.       Liquidity and Capital Resources                                        

    To compete effectively in the telecommunications
industry, the Debtors have spent significant capital constructing and           
operating its network. As a result, the Debtors have incurred significant       
operating losses. Given the current turmoil in the telecommunications           
industry, there can be no assurance that the Debtors will be able to            
generate operating profits on a sustained basis. Further, due to the            
bankruptcy filing and related events, there is no assurance that the            
carrying amounts of certain assets will be realized or that liabilities         
will be liquidated or settled for the amounts recorded.                         

            The Debtors believe that cash and short-term investments
should enable the Debtors to fund operations. There can be no assurance,        
however, that such resources will be sufficient for anticipated or              
unanticipated working capital and capital expenditure requirements, or that     
the Debtors will achieve or sustain profitability or positive EBITDA in the     
future. As stated above, the Plan is premised upon Reorganized ICG              
obtaining the Exit Financing on the Effective Date. In the event the            
Debtors do not obtain such financing, the Debtors ability to execute the        
Business Plan may be materially adversely impacted.                             

             If the Debtors are able to obtain the Exit Financing, the
debt instruments to be issued with respect to such financing will require       
Reorganized ICG to meet certain financial covenants. The financial              
covenants will include, among other things, minimum EBITDA requirements and     
CAPEX limitations and maintaining minimum cash balances. In particular,         
without additional funding and/or a reduction in planned capital                
expenditures, the Debtors are at risk of failing one the minimum cash           
balance covenants by December 2003. The Debtors' management intends to          
adjust future cash expenditures, if necessary, to comply with the debt          
covenants. There can be no assurance, however, that these efforts will be       
successful. Additionally, certain of these financial covenants will be          
established based on the Debtors' projected financial results set forth in      
Exhibit D. Such projections, however, are based on the good faith               
assumptions and projections of the Debtors' management, which are               
inherently uncertain. Actual results could differ materially from the           
Debtors' projections, which in turn could negatively impact its compliance      
with the financial covenants.                                                   

L.       Technical Support and Network Expansion                                

          The Debtors are attempting to increase total network
utilization through the sale of additional services. To the extent such         
strategy is successful, there will be additional demands on the Debtors'        
network, customer support, sales and marketing resources. Accordingly, in       
the event the Debtors fail to manage such growth effectively, their             
financial condition could be materially adversely affected.                     

In addition, while portions of the Debtors' 
telecommunications network were designed with the redundant backbone            
circuits to allow traffic re-routing in the event of a fiber cut or other       
equipment outage, other portions of its network do not have such                
redundancy. Therefore, notwithstanding any such re-routing capabilities,        
there can be no assurance that the Debtors will not experience certain          
network failures, or even a catastrophic failure of its entire network.         

      Moreover, to facilitate new service offerings, the
Debtors must secure additional access to incumbent local telephone              
companies' network, and establish satisfactory billing and payment              
arrangements with such companies. These companies have traditionally            
monopolized the local markets and have used their extensive financial and       
political leverage to hinder the Debtors' ability to access their networks.     
Thus, the Debtors may not be able to access these networks in a timely or       
profitable manner, or in a manner that will allow them to retain and grow       
their customer base. The Debtors' inability to offer new services may           
significantly inhibit their ability to compete in the telecommunications        
industry.                                                                       

M.       Loss of Significant Customers                                          

             The Debtors currently derive a significant portion of its
Dial-Up Access revenues from a relatively small number of customers. For        
example, Qwest accounted for 17% of the Debtors' total 2001 revenue.            
Accordingly, the loss of revenue from significant Dial-Up Access customers      
such as Qwest would have a material adverse effect upon the Debtors'            
business, financial and operational conditions.                                 

N.       Industry Conditions                                                    

            The general economic downturn and the severe downturn in
the telecommunications and Internet industries have resulted in increased       
risk to the Debtors in the form of: exposure to credit risk from existing       
customers; increased churn, especially in Point-to-Point Broadband              
services; and oversupply of backbone and other services creating increased      
pricing pressures.                                                              

           A significant source of revenue for the Debtors is from
providing services to other competitive telecommunications companies and        
ISPs, some of which have or are in the process of experiencing financial        
distress including filing for Chapter 11 protection. As a result, the           
Company's ability to collect receivables or their future operating results      
could be compromised.                                                           

            ICG also provides services to long-distance carriers and
inter-exchange carriers , primarily Point-to-Point Broadband services.          
During slow economic periods, the Debtors' customers have cut-back on           
services, causing reduced demand and network "clean-up" from the Debtors        
carrier customers. During 2001, the Debtors experienced significant churn       
in its Point-to-Point services. The Debtors cannot forecast the duration of     
continued churn, which industry observers have estimated will continue          
through the first half of 2002 and possibly longer.                             

The immense capital investments made in the 
telecommunications industry have created substantial supply of network          
infrastructure. Oversupply combined with rapid technological advancements       
that have the potential to reduce operating costs and intense competition       
from numerous participants in most of the Debtors' markets have resulted in     
significant pricing pressure in each of the Debtor's main service areas.        
While the Debtors believe they are price competitive overall, they cannot       
predict the extent of further pricing pressures and potential adverse           
impacts to future operating results.                                            

VII. APPLICABILITY OF FEDERAL AND OTHER SECURITIES LAWS     

     No registration statement will be filed under the
Securities Act or any state securities laws with respect to the issuance or     
subsequent transfer of the New Securities under the Plan. The Debtors           
believe that, subject to certain exceptions described below, various            
provisions of the Securities Act, the Bankruptcy Code and state securities      
laws exempt from federal and state securities registration requirements (i)     
the offer and the sale of such securities pursuant to the Plan; and (ii)        
subsequent transfers of such securities.                                        

A.       Offer and Sale of New Securities, Pursuant to the Plan: Bankruptcy     
Code Exemption from Registration Requirements                 

         Section 1145(a)(1) of the Bankruptcy Code exempts the
offer and sale of securities under a plan of reorganization from                
registration under both the Securities Act and state securities laws, if        
three principal requirements are satisfied: (i) the securities must be          
issued "under a plan" of reorganization by the debtor or its successor          
under a plan or by an affiliate participating in a joint plan of                
reorganization with the debtor; (ii) the recipients of the securities must      
hold a pre-petition or administrative expense claim against the debtor or       
an interest in the debtor; and (iii) the securities must be issued entirely     
in exchange for the recipient's claim against or interest in the debtor, or     
"principally" in such exchange and "partly" for cash or property. The           
Debtors believe that the offer and sale of the New Securities under the         
Plan satisfies the requirements of section 1145(a)(1) of the Bankruptcy         
Code and is, therefore, exempt from registration under the Securities Act       
and state securities laws. As set forth above, this does not include the        
New Convertible Notes or the New Senior Subordinated Term Loan.                 

B.       Subsequent Transfers of New Securities                                 

            1.       Federal Securities Laws: Section 1145(c) of the
Bankruptcy Code                                                                 

             Section 1145(c) of the Bankruptcy Code deems any offer or
sale of securities of the kind and in the manner specified in section           
1145(a)(1) of the Bankruptcy Code to have been a public offering.               
Accordingly, the New Securities generally will be freely transferable by        
holders of Claims under the Securities Act unless the Holder is deemed, by      
section 1145(b) of the Bankruptcy Code, to be an "underwriter" for purposes     
of section 2(11) of the Securities Act with respect to such securities.         
Section 1145(b) of the Bankruptcy Code deems any entity to be an                
"underwriter" under section 2(11) of the Securities Act, if such entity:        

                    (a) purchases a claim against, interest in, or
claim for an administrative expense in the case concerning, the debtor, if      
such purchase is with a view to distributing any security received in           
exchange for such a claim or interest;                                          

                   (b) offers to sell securities offered or sold
under a plan for the holders of such securities;                                

                  (c) offers to buy securities offered or sold
under the plan from the holders of such securities, if the offer to buy is:     
(A) with view to distribution of such securities; and (B) under an              
agreement made in connection with the plan, with the consummation of the        
plan, or with the offer or sale of securities under the plan; or                

            (d) is an "issuer" with respect to the
securities, as the term "issuer" is defined in section 2(11) of the             
Securities Act.                                                                 

          Under section 2(11) of the Securities Act, an "issuer"
includes any person directly or indirectly controlling or controlled by the     
issuer, or any person under direct or indirect common control with the          
issuer.                                                                         

             To the extent that holders of Impaired Claims who receive
New Securities pursuant to the Plan are deemed to be "underwriters" or          
"issuers" such securities may not be resold by such persons unless such         
securities are registered under the Securities Act or an exemption from         
such registration requirements is available. However, it is anticipated         
that such holders will be entitled to demand that the Reorganized Debtor        
register the resale of such shares under the Securities Act and that such       
holders will be permitted to obtain registration of the sale of their New       
Securities in certain circumstances in connection with certain registered       
offerings of New Securities by Reorganized ICG.                                 

           Whether or not any particular person would be deemed to
be an "underwriter" or "issuer" with respect to the New Securities would        
depend upon various facts and circumstances applicable to that person.          
Accordingly, the Debtors express no view as to whether any particular           
person under the Plan would be an "underwriter" or "issuer" with respect to     
the New Securities.                                                             

           GIVEN THE COMPLEX AND SUBJECTIVE NATURE OF THE QUESTION
OF WHETHER A PARTICULAR HOLDER MAY BE AN UNDERWRITER OR ISSUER, THE DEBTORS     
MAKE NO REPRESENTATION CONCERNING THE RIGHT OF ANY PERSON TO TRADE IN THE       
NEW SECURITIES. THE DEBTORS RECOMMEND THAT POTENTIAL RECIPIENTS OF THE NEW      
SECURITIES CONSULT THEIR OWN COUNSEL CONCERNING WHETHER THEY MAY FREELY         
TRADE NEW SECURITIES WITHOUT COMPLIANCE WITH THE SECURITIES ACT OR THE          
EXCHANGE ACT.                                                                   

            2.       Subsequent Transfers of New Common Shares Under
State Securities Laws     

             If the New Common Shares are listed on the New York Stock
Exchange, the American Stock Exchange or the Nasdaq National Market, the        
New Common Shares will be generally freely tradeable under state securities     
laws. If the New Common Shares are not listed on any of the above               
exchanges, the New Common Shares will not be freely tradeable under state       
securities laws unless there is an available exemption from registration        
under such laws. A majority of states provide an exemption from                 
registration for secondary market transactions under the so-called "manual      
exemption" if financial and other information about an issuer is published      
in certain manuals published by Moody's Investor Service, Inc. or Standard      
& Poor's. If the New Common Shares are not listed on one of the above           
exchanges, the Reorganized Debtors intend to provide the necessary              
information in order to be able to take advantage of such manual                
exemptions.                                                                     

 VIII. CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN

          A summary description of certain United States federal
income tax consequences of the Plan is provided below. The description of       
tax consequences below is for informational purposes only and, due to a         
lack of definitive judicial or administrative authority or interpretation,      
substantial uncertainties exist with respect to various tax consequences of     
the Plan as discussed herein. Only the principal consequences of the Plan       
for the Debtors and for holders of Claims who are entitled to vote to           
accept or reject the Plan are described below. No opinion of counsel has        
been sought or obtained with respect to any tax consequences of the Plan.       
No rulings or determinations of the Internal Revenue Service (the "IRS") or     
any other tax authorities have been or will be sought or obtained with          
respect to any tax consequences of the Plan, and the discussion below is        
not binding upon the IRS or such other authorities. The Debtors are not         
making any representations regarding the particular tax consequences of the     
confirmation and consummation of the Plan as to any Claim holder and are        
not rendering any form of legal opinion as to such tax consequences. No         
assurance can be given that the IRS would not assert, or that a court would     
not sustain, a different position from any discussed herein.                    

      The discussion of United States federal income tax
consequences below is based on the Internal Revenue Code of 1986, as            
amended (the "IRC"), the Treasury regulations promulgated thereunder,           
judicial decisions, and published administrative rulings and pronouncements     
of the IRS as in effect on the date hereof. Legislative, judicial or            
administrative changes or interpretations enacted or promulgated after the      
date hereof could alter or modify the analyses set forth below with respect     
to the United States federal income tax consequences of the Plan. Any such      
changes or interpretations may be retroactive and could significantly           
affect the United States federal income tax consequences discussed below.       

            The following discussion does not address foreign, state
or local tax consequences of the Plan, nor does it purport to address the       
United States federal income tax consequences of the Plan to special            
classes of taxpayers (such as foreign entities, S corporations, regulated       
investment companies, insurance companies, banks and certain other              
financial institutions, small business investment companies,                    
broker-dealers, tax-exempt organizations, Claim holders that are, or hold       
their Claims through, pass-through entities, persons whose functional           
currency is not the United States dollar, foreign persons, dealers in           
securities or foreign currency and persons holding certificates that are a      
hedge against, or that are hedged against, currency risk or that are part       
of a straddle, constructive sale or conversion transaction). The following      
discussion does not address United States federal taxes other than income       
taxes. Furthermore, United States federal estate and gift tax issues are        
not addressed herein. The following discussion assumes that Claim holders       
hold their Claims as capital assets for United States federal income tax        
purposes.                                                                       

           Each holder of a Claim is strongly urged to consult its
tax advisor regarding the United States federal, state, and local and any       
foreign tax consequences of the transactions described herein and in the        
Plan.                                                                           

A.       Certain United States Federal Income Tax Consequences to the Debtors   

1.       Cancellation of Indebtedness Income

  Under general United States federal income tax
principles, each Debtor will realize cancellation of debt ("COD") income to     
the extent that its obligation to a Claim holder is discharged pursuant to      
the Plan for an amount less than the adjusted issue price (in most cases,       
the amount the Debtors received upon incurring the obligation, with certain     
adjustments) of such holder's Claim. For this purpose, the amount paid to a     
Claim holder in discharge of its Claim generally will equal the amount of       
Cash and the fair market value on the Effective Date of any other property      
paid to such Claim holder.                                                      

            Because the Debtors each will be debtors in a bankruptcy
case at the time they realize COD income, they will not be required to          
include such COD income in their gross income, but rather will be required      
to reduce certain of their respective tax attributes by the amounts of COD      
income so excluded. Under the general rules of IRC section 108, the             
required attribute reduction will be applied to reduce the net operating        
losses ("NOLs") and NOL carryforwards, to the extent of such NOLs and           
carryforwards, and certain other tax attributes of the Debtors. IRC section     
108(b)(5) permits a corporation in bankruptcy proceedings to elect to apply     
the required attribute reduction to reduce first the basis of its               
depreciable property to the extent of such basis, with any excess applied       
next to reduce its NOLs and NOL carryforwards, and then certain other tax       
attributes. The Debtors have not yet determined whether they will make the      
election under IRC section 108(b)(5).                                           

   Although not free from doubt, based on existing
authorities, the Debtors believe and plan to take the position that             
cancellation of intercompany debt will be treated as a contribution to          
capital and will not give rise to cancellation of indebtedness income and       
that any reduction in tax attributes will generally occur on a separate         
company basis even though the Debtors file a consolidated federal income        
tax return. A reduction in tax attributes on a separate company basis would     
mitigate the impact of attribute reduction under IRC section 108. The IRS       
has recently taken the position, however, that consolidated NOLs must be        
reduced irrespective of the source of those losses. The current IRS             
position as to the impact of the attribute reduction rules on other tax         
attributes of consolidated group members is unclear. While the resolution       
of these issues may affect the timing and amount of the pre-bankruptcy tax      
attributes, the Debtors do not believe that the unresolved nature of these      
items will have a material impact on the Projections contained herein.          

         2.       Utilization of Net Operating Loss Carryovers

        Under IRC section 382, whenever there is a more than
fifty percent (50%) ownership change of a corporation during a three-year       
testing period, the ability of the corporation to utilize its NOL               
carryovers and certain subsequently recognized built-in losses and              
deductions to offset future taxable income may be subject to an annual          
limitation. The issuance of New Common Shares pursuant to the Plan will         
constitute an ownership change for purposes of IRC section 382.                 

            Under IRC section 382(l)(6) and the Treasury Regulations
promulgated thereunder, the amount of the annual limitation to which the        
Debtors would be subject should generally be equal to the product of (i)        
the lesser of the value of the equity of Reorganized ICG immediately after      
the ownership change or the value of ICG's consolidated gross assets            
immediately before such change (with certain adjustments) and (ii) the          
"long-term tax-exempt rate" in effect for the month of the Effective Date       
as published in the Internal Revenue Bulletin of the United States Treasury     
Department.                                                                     
             If the Debtors have a net unrealized built-in loss at the
time of the ownership change, any recognized built-in loss generally during     
the five-year period following the ownership change is also subject to the      
annual limitation. Additionally, any amount which is allowable to a Debtor      
as a deduction during the five-year period but which is attributable to         
periods before the ownership change date will be treated as a recognized        
built-in loss for the taxable year for which it is allowable as a               
deduction. If the amount of the net unrealized built-in loss is not greater     
than the lesser of ten (10) million dollars or fifteen percent (15%) of the     
fair market value of the Debtors' assets immediately before the change          
date, then the net unrealized built-in loss of the Debtors is presumed to       
be zero. The Debtors believe that they have a substantial net unrealized        
built-in loss. Accordingly, any recognized built-in loss, or deductions         
attributable to such net unrealized built-in loss, will be subject to the       
annual limitation under IRC section 382.                                        

           An exception to the annual limitation under IRC section
382 applies in the case of certain reorganizations under the Bankruptcy         
Code (the "section 382(1)(5) bankruptcy exception"). If the Debtors qualify     
for and do not elect out of the section 382(l)(5) bankruptcy exception, the     
Debtors will be subject to a different tax regime under which NOLs are not      
limited on an annual basis but are reduced by the amount of interest            
deductions claimed during the three (3) taxable years preceding the date of     
the reorganization and during the part of the taxable year prior to and         
including the reorganization in respect of the debt converted into stock in     
the reorganization. If the section 382(1)(5) bankruptcy exception applies,      
any further ownership change of the Debtors within a two (2) year period        
will result in forfeiture of all of the Debtors' NOLs incurred prior to the     
date of the second ownership change. If the section 382(1)(5) bankruptcy        
exception applies, net unrealized built-in loss of the Debtors at the time      
of the ownership change will not be subject to an annual limitation under       
IRC section 382, nor will any recognized built-in loss or any deduction         
attributable to such built-in loss be subject to such limitation.               

             The section 382(l)(5) bankruptcy exception will generally
only apply if the reorganization of the Debtors results in an exchange by       
qualifying creditors and stockholders of their claims and interests for at      
least fifty percent (50%) of the Debtors' stock (in vote and value). Stock      
transferred to a creditor will be taken into account for the purpose of the     
fifty percent test only to the extent that such stock is transferred in         
satisfaction of indebtedness and only if such indebtedness was held by the      
creditor at least 18 months before the Petition Date or arose in the            
ordinary course of the Debtors' trade or business and is held by the person     
who at all times held the beneficial interest in such indebtedness. The         
Debtors have not yet determined whether they qualify for the section            
382(l)(5) bankruptcy exception or whether, if they qualify, they will elect     
out of the section 382(l)(5) bankruptcy exception.                              

B.       Certain United States Federal Income Tax Consequences to Claim Holders 

   The income tax consequences of the transactions
contemplated by the Plan to a Claim holder will depend upon a number of         
factors under United States federal income tax law. For purposes of the         
following discussion, a "United States Person" is any person or entity (1)      
who is a citizen or resident of the United States, (2) that is a                
corporation or partnership created or organized in or under the law of the      
United States or any state thereof, (3) that is an estate, the income of        
which is subject to United States federal income taxation regardless of its     
source or (4) that is a trust whose administration is subject to the            
primary supervision of a United States court and with respect to which one      
or more United States persons have the authority to control all substantial     
decisions. A "Non- United States Person" is any person or entity that is        
not a United States Person. Income tax consequences to Claim holders that       
are Non-United States Persons are generally discussed below under Section       
VIII.B.2.                                                                       

            The tax treatment of holders of Claims and the character
and amount of income, gain or loss recognized as a consequence of the Plan      
and the distributions provided for by the Plan will depend upon, among          
other things, (1) the manner in which a holder acquired a Claim; (2) the        
length of time the Claim has been held; (3) whether the Claim was acquired      
at a discount; (4) whether the holder has taken a bad debt deduction with       
respect to the Claim (or any portion thereof) in the current or prior           
years; (5) whether the holder has previously included accrued but unpaid        
interest with respect to the Claim; (6) the method of tax accounting of the     
holder; and (7) whether the Claim is an installment obligation for United       
States federal income tax purposes. Therefore, holders of Claims should         
consult their tax advisors for information that may be relevant to their        
particular situation and circumstances and the particular tax consequences      
to them of the transactions contemplated by the Plan.                           

                  1.       Certain United States Federal Income Tax Consequences

(a)   General             

            A holder of a Claim against the Debtors that is a United
States Person and whose Claim is paid in full or otherwise discharged on        
the Effective Date should recognize gain or loss for United States federal      
income tax purposes in an amount equal to the difference between (A) the        
fair market value on the Effective Date of such holder's Pro Rata share of      
any property received in respect of its Claim and (B) the holder's adjusted     
tax basis in the Claim. A holder's tax basis in property received in            
exchange for its Claim will generally be equal to the fair market value of      
such property on the Effective Date. The holding period for any such            
property will begin on the day after the Effective Date.                        

          (b)   New Holdings Creditor Warrants

             If Class H-4 accepts the Plan, Reorganized ICG will issue
New Holdings Creditor Warrants to holders of Allowed Class H-4 Claims in        
accordance with Section V.G.2. of the Plan. The New Holdings Creditor           
Warrants received by a holder of an Allowed Class H-4 Claim should be           
treated as either (i) additional consideration received on the exchange of      
such holder's Claim for New Common Shares and New Holdings Creditor             
Warrants or (ii) a separate payment in the nature of a fee for acceptance       
of the Plan. If the New Holdings Creditor Warrants are treated as               
additional consideration received on the exchange, the fair market value of     
the New Holdings Creditor Warrants on the Effective Date will be added to       
the amount realized in computing gain or loss in the manner                     
described above. If the New Holdings Creditor Warrants are treated as a         
separate fee, a holder of an Allowed Class H-4 Claim would likely recognize     
ordinary income in an amount equal to the fair market value on the              
Effective Date of the New Holdings Creditor Warrants received. Such             
ordinary income would be recognized regardless of the gain or loss              
recognized by such holder on the exchange of its Allowed Class H-4 Claim        
for New Common Shares. The law is uncertain as to the characterization of       
such payments, but the Debtors believe and plan to take the position that       
the New Holdings Creditor Warrants are part of the amount realized by a         
holder on the exchange of its Allowed Class H-4 Claim for New Common            
Shares.                                                                         

(c)   Market Discount     

          The market discount provisions of the IRC may apply to
holders of certain Claims. In general, a debt obligation other than a debt      
obligation with a fixed maturity of one (1) year or less that is acquired       
by a holder in the secondary market (or, in certain circumstances, upon         
original issuance) is a "market discount bond" as to that holder if its         
stated redemption price at maturity (or, in the case of a debt obligation       
having original issue discount, its revised issue price) exceeds the tax        
basis of the debt obligation in the holder's hands immediately after its        
acquisition. However, a debt obligation will not be a "market discount          
bond" if such excess is less than a statutory de minimis amount. Gain           
recognized by a Claim holder with respect to a "market discount bond" will      
generally be treated as ordinary interest income to the extent of the           
market discount accrued on such bond during the Claim holder's period of        
ownership, unless the Claim holder elected to include accrued market            
discount in taxable income currently. A holder of a market discount bond        
that is required under the market discount rules of the IRC to defer            
deduction of all or a portion of the interest on indebtedness incurred or       
maintained to acquire or carry the bond may be allowed to deduct such           
interest, in whole or in part, on disposition of such bond.                     

2.       Non-United States Persons          

             A holder of a Claim against a Debtor that is a Non-United
States Person generally will not be subject to United States federal income     
tax with respect to property received in exchange for such Claim pursuant       
to the Plan, unless, among other things, (a) such Claim holder is engaged       
in a trade or business in the United States to which income, gain or loss       
from the exchange is "effectively connected" for United States federal          
income tax purposes, or (b) if such Claim holder is an individual, such         
Claim holder is present in the United States for 183 days or more during        
the taxable year of the exchange, and certain other requirements are met.       

         3.       Information Reporting and Backup Withholding

            Certain payments, including the payments with respect to
Claims pursuant to the Plan, are generally subject to information reporting     
by the payor (the relevant Debtor) to the IRS. Moreover, such reportable        
payments are subject to backup withholding under certain circumstances.         
Under the IRC's backup withholding rules, a holder of a Claim may be            
subject to backup withholding with respect to distributions or payments         
made pursuant to the Plan, unless the holder: (a) comes within certain          
exempt categories (which generally include corporations) and, when              
required, demonstrates this fact or (b) provides a correct United States        
taxpayer identification number and certifies under penalty of perjury that      
the taxpayer identification number is correct and that the taxpayer is not      
subject to backup withholding because of a failure to report all dividend       
and interest income.                                                            

             Holders of Claims that are Non-United States Persons will
generally not be subject to backup withholding, provided that the holders       
furnish certification of their status as Non-United States Persons (and         
furnish any other required certifications), or are otherwise exempt from        
backup withholding. Generally, such certification is provided on IRS Form       
W-8BEN.                                                                         

        Backup withholding is not an additional tax. Amounts
withheld under the backup withholding rules may be credited against a           
holder's United States federal income tax liability, and a holder may           
obtain a refund of any excess amounts withheld under the backup withholding     
rules by filing an appropriate claim for refund with the IRS (generally, a      
United States federal income tax return).                                       

                C.       Importance of Obtaining Professional Tax Assistance

             THE FOREGOING DISCUSSION IS INTENDED ONLY AS A SUMMARY OF
CERTAIN INCOME TAX CONSEQUENCES OF THE PLAN AND IS NOT A SUBSTITUTE FOR         
CAREFUL TAX PLANNING WITH A TAX PROFESSIONAL. THE ABOVE DISCUSSION IS FOR       
INFORMATIONAL PURPOSES ONLY AND IS NOT TAX ADVICE. THE TAX CONSEQUENCES ARE     
IN MANY CASES UNCERTAIN AND MAY VARY DEPENDING ON A CLAIM HOLDER'S              
PARTICULAR CIRCUMSTANCES. ACCORDINGLY, CLAIM HOLDERS ARE URGED TO CONSULT       
THEIR TAX ADVISORS ABOUT THE UNITED STATES FEDERAL, STATE, AND LOCAL, AND       
APPLICABLE FOREIGN INCOME AND OTHER TAX CONSEQUENCES OF THE PLAN.               

                    IX.  FEASIBILITY OF THE PLAN AND BEST INTERESTS OF CREDITORS

A.       Feasibility of the Plan                                                

    In connection with confirmation of the Plan, the
Bankruptcy Court will have to determine that the Plan is feasible pursuant      
to section 1129(a)(11) of the Bankruptcy Code, which means that the             
confirmation of the Plan is not likely to be followed by the liquidation or     
the need for further financial reorganization of the Debtors.                   

           To support their belief in the feasibility of the Plan,
the Debtors have relied upon pro forma financial projections, which are         
annexed to this Disclosure Statement as Appendix D.                             

         The Projections indicate that the Reorganized Debtors
should have sufficient cash flow to pay and service their debt obligations,     
and to fund their operations as contemplated by the Business Plan.              
Accordingly, the Debtors believe that the Plan complies with the financial      
feasibility standard of section 1129(a)(11) of the Bankruptcy Code.             

        The Projections were not prepared with a view toward
compliance with the published guidelines of the American Institute of           
Certified Public Accountants or any other regulatory or professional agency     
or body or generally accepted accounting principles. Furthermore, the           
Debtors' independent certified public accountants have not compiled or          
examined the Projections and accordingly do not express any opinion or any      
other form of assurance with respect thereto and assume no responsibility       
for the Projections.                                                            

    The Projections assume that (i) the Plan will be
confirmed and consummated in accordance with its terms, (ii) there will be      
no material change in legislation or regulations, or the administration         
thereof, including environmental legislation or regulations, that will have     
an unexpected effect on the operations of the Reorganized Debtors, (iii)        
there will be no change in United States generally accepted accounting          
principles that will have a material effect on the reported financial           
results of the Reorganized Debtors, and (iv) there will be no material          
contingent or unliquidated litigation or indemnity claims applicable to the     
Reorganized Debtors. To the extent that the assumptions inherent in the         
Projections are based upon future business decisions and objectives, they       
are subject to change. In addition, although they are presented with            
numerical specificity and considered reasonable by the Debtors when taken       
as a whole, the assumptions and estimates underlying the Projections are        
subject to significant business, economic and competitive uncertainties and     
contingencies, many of which will be beyond the control of the Reorganized      
Debtors. Accordingly, the Projections are only an estimate that are             
necessarily speculative in nature. It can be expected that some or all of       
the assumptions in the Projections will not be realized and that actual         
results will vary from the Projections, which variations may be material        
and are likely to increase over time. The Projections should therefore not      
be regarded as a representation by the Debtors or any other person that the     
results set forth in the Projections will be achieved. In light of the          
foregoing, readers are cautioned not to place undue reliance on the             
Projections. The Projections should be read together with the information       
in Section VI of the Disclosure Statement entitled "Certain Factors to be       
Considered," which sets forth important factors that could cause actual         
results to differ from those in the Projections.                                

           ICG is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended, and in accordance therewith        
files periodic reports and other information with the SEC relating to its       
business, financial statements and other matters. Such filings will not         
include projected financial information. The Debtors do not intend to           
update or otherwise revise the Projections, including any revisions to          
reflect events or circumstances existing or arising after the date of this      
Disclosure Statement or to reflect the occurrence of unanticipated events,      
even if any or all of the underlying assumptions do not come to fruition.       
Furthermore, the Debtors do not intend to update or revise the Projections      
to reflect changes in general economic or industry conditions.                  

      SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995: The Projections contain statements which         
constitute "forward-looking statements" within the meaning of the               
Securities Act of 1933 and the Securities Exchange Act of 1934, as amended      
by the Private Securities Litigation Reform Act of 1995. "Forward-looking       
statements" in the Projections include the intent, belief or current            
expectations of the Debtors and members of their management team with           
respect to the timing of, completion of and scope of the current                
restructuring, reorganization plan, Business Plan, bank financing, debt and     
equity market conditions and the Debtors' future liquidity, as well as the      
assumptions upon which such statements are based. While the Debtors believe     
that the expectations are based on reasonable assumptions within the bounds     
of their knowledge of their business and operations, parties in interest        
are cautioned that any such forward-looking statements are not guarantees       
of future performance, and involve risks and uncertainties, and that actual     
results may differ materially from those contemplated by such                   
forward-looking statements. Important factors currently known to management     
that could cause actual results to differ materially from those                 
contemplated by the forward-looking statements in the Projections include,      
but are not limited to, further adverse developments with respect to the        
Debtors' liquidity position or operations of the Debtors' various               
businesses, adverse developments in the Debtors' efforts to renegotiate         
funding and adverse developments in the bank financing or public or private     
markets for debt or equity securities, or adverse developments in the           
timing or results of the Debtors' Business Plan (including the time line to     
emerge from Chapter 11), the difficulty in controlling costs and                
integrating new operations, the ability of the Debtors to realize the           
anticipated general and administrative expense savings and overhead             
reductions presently contemplated, the ability of the Debtors to obtain         
profitability, the ability of the Debtors' to recruit and maintain skilled      
management and employees, the level and nature of any restructuring and         
other one-time charges, the difficulty in estimating costs relating to          
exiting certain markets and consolidating and closing certain operations,       
and the possible negative effects of a change in applicable legislation.        

B.       Acceptance of the Plan                                                 

       As a condition to confirmation, the Bankruptcy Code
requires that each Class of Impaired Claims vote to accept the Plan, except     
under certain circumstances.                                                    

             Section 1126(c) of the Bankruptcy Code defines acceptance
of a plan by a class of impaired claims as acceptance by holders of at          
least two-thirds (2/3) in dollar amount and more than one-half (1/2) in         
number of claims in that class, but for that purpose counts only those who      
actually vote to accept or to reject the Plan. Thus, Classes H-3, H-4, S-3,     
S-4 and S-5 will have voted to accept the Plan only if two-thirds (2/3) in      
amount and a majority in number actually voting in each Class cast their        
Ballots in favor of acceptance. Holders of Claims who fail to vote are not      
counted as either accepting or rejecting a plan.                                

C.       Best Interests Test                                                    

             As noted above, even if a plan is accepted by the holders
of each class of claims and interests, the Bankruptcy Code requires a           
Bankruptcy Court to determine that the plan is in the best interests of all     
holders of claims or interests that are impaired by the plan and that have      
not accepted the plan. The "best interests" test, as set forth in section       
1129(a)(7) of the Bankruptcy Code, requires a Bankruptcy Court to find          
either that all members of an impaired class of claims or interests have        
accepted the plan or that the plan will provide a member who has not            
accepted the plan with a recovery of property of a value, as of the             
effective date of the plan, that is not less than the amount that such          
holder would recover if the debtor were liquidated under Chapter 7 of the       
Bankruptcy Code.                                                                

             To calculate the probable distribution to holders of each
impaired class of claims and interests if the Debtors were liquidated under     
Chapter 7, a Bankruptcy Court must first determine the aggregate dollar         
amount that would be generated from a debtor's assets if its Chapter 11         
cases were converted to Chapter 7 cases under the Bankruptcy Code. This         
"liquidation value" would consist primarily of the proceeds from a forced       
sale of the debtor's assets by a Chapter 7 trustee.                             

          The amount of liquidation value available to unsecured
creditors would be reduced by, first, the claims of secured creditors to        
the extent of the value of their collateral, and, second, by the costs and      
expenses of liquidation, as well as by other administrative expenses and        
costs of both the Chapter 7 cases and the Chapter 11 cases. Costs of            
liquidation under Chapter 7 of the Bankruptcy Code would include the            
compensation of a trustee, as well as of counsel and other professionals        
retained by the trustee, asset disposition expenses, all unpaid expenses        
incurred by the debtor in its Chapter 11 cases (such as compensation of         
attorneys, financial advisors and accountants) that are allowed in the          
Chapter 7 cases, litigation costs, and claims arising from the operations       
of the debtor during the pendency of the Chapter 11 cases. The liquidation      
itself would trigger certain priority payments that otherwise would be due      
in the ordinary course of business. Those priority claims would                 
be paid in full from the liquidation proceeds before the balance would be       
made available to pay general claims or to make any distribution in respect     
of equity interests. The liquidation would also prompt the rejection of a       
large number of executory contracts and unexpired leases and thereby            
significantly enlarge the total pool of unsecured claims by reason of           
resulting rejection claims.                                                     

           Once the court ascertains the recoveries in liquidation
of secured creditors and priority claimants, it must determine the probable     
distribution to general unsecured creditors and equity securityholders from     
the remaining available proceeds in liquidation. If such probable               
distribution has a value greater than the distributions to be received by       
such creditors and equity security holders under the plan, then the plan is     
not in the best interests of creditors and equity security holders.             

D.       Liquidation Analyses                                                   

         In order to determine the amount of liquidation value
available to creditors, the Debtors, with the assistance of their financial     
advisor, Zolfo Cooper, prepared liquidation analyses, annexed hereto as         
Appendix C (the "Liquidation Analyses"), which concludes that in a Chapter      
7 liquidation, holders of prepetition unsecured Claims against the Holdings     
Debtors and Services Debtors, respectively, would receive less of a             
recovery compared to the recovery under the Plan, and, potentially, no          
recovery whatsoever. This conclusion is premised upon the assumptions set       
forth in Appendix C, which the Debtors and Zolfo Cooper believe are             
reasonable.                                                                     

           Notwithstanding the foregoing, the Debtors believe that
any liquidation analysis with respect to the Debtors is inherently              
speculative. The liquidation analysis for the Debtors necessarily contains      
estimates of the net proceeds that would be received from a forced sale of      
assets and\or business units, as well as the amount of Claims that will         
ultimately become Allowed Claims. Claims estimates are based solely upon        
the Debtors' incomplete review of any Claims filed and the Debtors' books       
and records. No Order or finding has been entered by the Bankruptcy Court       
estimating or otherwise fixing the amount of Claims at the projected            
amounts of Allowed Claims set forth in the liquidation analysis. In             
preparing the liquidation analysis, the Debtors have projected an amount of     
Allowed Claims that is at the lowest end of a range of reasonableness such      
that, for purposes of the liquidation analysis, the largest possible            
Chapter 7 liquidation dividend to holders of Allowed Claims can be              
assessed. The estimate of the amount of Allowed Claims set forth in the         
liquidation analysis should not be relied on for any other purpose,             
including, without limitation, any determination of the value of any            
distribution to be made on account of Allowed Claims under the Plan.            

E.       Valuation of the Reorganized Debtors                                   

          The Reorganized Debtors have been advised by DrKW with
respect to the value of Reorganized ICG. At the request of the Debtors,         
DrKW performed a valuation analysis for the purposes of determining the         
value available to distribute to holders of Claims and Interests pursuant       
to the Plan and to analyze the relative recoveries to holders of Claims and     
Interests thereunder. This analysis was based on the Debtors' financial         
projections, as well as current market conditions and statistics. The           
values are as of an assumed Effective Date of April 30, 2002, and are based     
upon information available to and analyses undertaken by DrKW during            
February 2002.                                                                  

           The reorganization value of the Reorganized Debtors was
assumed for the purposes of the Plan by the Debtors, based on advice from       
DrKW, to be between approximately $350 million to $500 million. Based upon      
the going concern value of the Debtors' business and an assumed total debt      
(prior to the New Convertible Notes) of approximately $208 million, and the     
Debtors have employed an assumed range of equity values for Reorganized ICG     
of approximately $142 million to $292 million. The enterprise valuation         
implied by the New Convertible Notes is $413 million. The implied               
recoveries to Class H-4 and Class S-4 will also be driven by the conversion     
of the New Convertible Notes, and the exercise and value of the New             
Holdings Creditor Warrants and the Management Options.                          

         In performing its analysis, DrKW used discounted cash
flow, comparable companies trading multiples and comparable transaction         
multiples methodologies to arrive at the going concern value of the             
Debtors' business. These valuation techniques reflect both the market's         
current view of the Debtors' business plan and operations, as well as a         
longer-term focus on the intrinsic value of the cash flow projections in        
the Debtors' business plan. The valuation multiples and discount rates used     
by DrKW to arrive at the going concern value of the Debtors' business were      
based on the public market valuation of selected public companies deemed        
generally comparable to the operating businesses of ICG and general capital     
market conditions. In selecting such comparable companies, DrKW considered      
factors such as the focus of the comparable companies' businesses as well       
as such companies' current and projected operating performance relative to      
the Debtors and the turnaround required for ICG to perform as projected.        

     The foregoing valuations are based on a number of
measured assumptions, including a successful reorganization of the Debtors'     
business and finances in a timely manner, the achievement of the forecasts      
reflected in the financial projections, the availability of certain tax         
attributes, the outcome of certain expectations regarding market                
conditions, and the Plan becoming effective in accordance with its terms.       
The estimates of value represent hypothetical reorganization values of the      
Reorganized Debtors as the continuing operator of their business and            
assets, and do not purport to reflect or constitute appraisals, liquidation     
values or estimates of the actual market value that may be realized through     
the sale of any securities to be issued pursuant to the Plan, which may be      
significantly different than the amounts set forth herein. The value of an      
operating business such as the Debtors' business is subject to                  
uncertainties and contingencies that are difficult to predict, and will         
fluctuate with changes in factors affecting the financial condition and         
prospects of such a business.                                                   

        In preparing a range of the estimated reorganization
value of Reorganized ICG and the going concern value of the Debtors'            
business, DrKW: (i) reviewed certain historical financial information of        
the Debtors for recent years and interim periods; (ii) reviewed certain         
internal financial and operating data of the Debtors, including financial       
and operational projections developed by management relating to its             
business and prospects; (iii) met with certain members of senior management     
of the Debtors to discuss operations and future prospects; (iv) reviewed        
publicly available financial data and considered the market values of           
public companies deemed generally comparable to the operating business of       
the Debtors; (v) considered certain economic and industry information           
relevant to the operating business; and (vi) conducted such other analyses      
as DrKW deemed appropriate to help assess the volatility associated with        
the Debtors' financial results and projections. Although DrKW conducted a       
review and analysis of the Debtors' business, operating assets and              
liabilities and business plan, DrKW assumed and relied on the accuracy and      
completeness of all financial and other information furnished to it by the      
Debtors and publicly available information.                                     

F.       Application of the "Best Interests" of Creditors Test to the           
Liquidation Analyses and the Valuation                        

          It is impossible to determine with any specificity the
value each creditor will receive as a percentage of its Allowed Claim. This     
difficulty in estimating the value of recoveries is due to, among other         
things, the lack of any public market for the New Common Shares.                

            Notwithstanding the difficulty in quantifying recoveries
to holders of Allowed Claims with precision, the Debtors believe that the       
financial disclosures and projections contained herein imply a greater or       
equal recovery to holders of Claims in Impaired Classes than the recovery       
available in a Chapter 7 liquidation. As set forth in the Liquidation           
Analysis for the Services Debtors, holders of Allowed Claims in Class S-5       
are estimated to receive a 100% recovery in a Chapter 7 liquidation, and        
under the Plan, such Claim holders are also estimated to receive a 100%         
recovery. In the Liquidation Analyses for the Holdings Debtors and the          
Services Debtors, holders of unsecured Claims against the Holdings Debtors      
and the Services Debtors, respectively, are estimated not to receive any        
recovery in a Chapter 7 liquidation (at the midpoint of the estimates set       
forth in the Liquidation Analyses). Conversely, under the Plan, holders of      
Allowed Claims in Class H-3 and S-3 will receive 50% recovery and holders       
of Allowed Claims in Class H-4 and S-4 will receive a recovery of New           
Securities, which have substantial value.                                       

   Accordingly, the Debtors believe that the "best
interests" test of section 1129 of the Bankruptcy Code is satisfied.            

G.       Confirmation Without Acceptance of All Impaired Classes: The "Cramdown"
Alternative                                                   

             In view of the deemed rejection by holders of Classes H-5
and S-6, the Debtors will seek confirmation of the Plan pursuant to the         
"cramdown" provisions of the Bankruptcy Code. The Debtors further reserve       
the right to seek confirmation of the Plan with respect to the holders of       
Class H-3, H-4, S-3, S-4 and S-5 Claims in the event such holders vote to       
reject the Plan. Specifically, section 1129(b) of the Bankruptcy Code           
provides that a plan can be confirmed even if the plan is not accepted by       
all impaired classes, as long as at least one impaired class of claims has      
accepted it. The Bankruptcy Court may confirm a plan at the request of the      
debtors if the plan "does not discriminate unfairly" and is "fair and           
equitable" as to each impaired class that has not accepted the plan. A plan     
does not discriminate unfairly within the meaning of the Bankruptcy Code if     
a dissenting class is treated equally with respect to other classes of          
equal rank.                                                                     

      The Debtors believe the Plan does not discriminate
unfairly with respect to holders of Claims in Classes H-5 and S-6. Classes      
H-5 and S-6 includes all holders of ICG Interests and Services Interests,       
respectively, and claims subordinated to other Claims under section 510(b)      
or (c) of the Bankruptcy Code, holders of which are not entitled to payment     
under the absolute priority rule until all creditors have been paid in          
full. Thus, because all interest holders and subordinated claimholders are      
similarly treated, there is no unfair discrimination with respect to            
holders of Class H- 5 and S-6 Claims.                                           

           A plan is fair and equitable as to a class of unsecured
claims which rejects a plan if the plan provides (a) for each holder of a       
claim included in the rejecting class to receive or retain on account of        
that claim property that has a value, as of the effective date of the plan,     
equal to the allowed amount of such claim; or (b) that the holder of any        
claim or interest that is junior to the claims of such class will not           
receive or retain on account of such junior claim or interest any property      
at all.                                                                         

        A plan is fair and equitable as to a class of equity
interests that rejects a plan if the plan provides (a) that each holder of      
an interest included in the rejecting class receive or retain on account of     
that interest property that has a value, as of the effective date of the        
plan, equal to the greatest of the allowed amount of any fixed liquidation      
preference to which such holder is entitled, any fixed redemption price to      
which such holder is entitled, or the value of such interest; or (b) that       
the holder of any interest that is junior to the interests of such class        
will not receive or retain under the plan on account of such junior             
interest any property at all.                                                   

         The Debtors believe that they will meet the "fair and
equitable" requirements of section 1129(b) with respect to holders of Class     
H-5 and S-6 Claims in that no holders of junior claims or interests will        
receive distributions under the Plan.                                           

X. ALTERNATIVES TO CONFIRMATION AND CONSUMMATION OF THE PLAN    

        The Debtors believe that the Plan affords holders of
Class H-3, H-4, S-3, S-4 and S- 5 Claims the potential for the greatest         
realization on the Debtors' assets and, therefore, is in the best interests     
of such holders. If, however, the requisite acceptances are not received,       
or the Plan is not confirmed and consummated, the theoretical alternatives      
include: (a) formulation of an alternative plan or plans of reorganization,     
or (b) liquidation of the Debtors under Chapter 7 or 11 of the Bankruptcy       
Code.                                                                           

A.       Alternative Plan(s) of Reorganization                                  

           If the requisite acceptances are not received or if the
Plan is not confirmed, the Debtors (or, if the Debtors' exclusive periods       
in which to file and solicit acceptances of a plan of reorganization have       
expired, any other party in interest) could attempt to formulate and            
propose a different plan or plans of reorganization. Such a plan or plan(s)     
might involve either a reorganization and continuation of the Debtors'          
businesses or an orderly liquidation of assets.                                 

         With respect to an alternative plan, the Debtors have
explored various alternatives in connection with formulation and                
development of the Plan. See Section IX. The Debtors believe that the Plan      
enables creditors to realize the greatest possible value under the              
circumstances, and, that as compared to any alternative plan of                 
reorganization, has the greatest chance to be confirmed and consummated.        

B.       Liquidation under Chapter 7 or Chapter 11                              

        If no plan is confirmed, the Chapter 11 Cases may be
converted to cases under Chapter 7 of the Bankruptcy Code, pursuant to          
which a trustee would be elected or appointed to liquidate the Debtors'         
assets for distribution to Creditors in accordance with the priorities          
established by the Bankruptcy Code. It is impossible to predict precisely       
how the proceeds of the liquidation would be distributed to the respective      
holders of Claims against or Interests in the Debtors.                          

           The Debtors believe that in a liquidation under Chapter
7, additional administrative expenses involved in the appointment of a          
trustee or trustees and attorneys, accountants and other professionals to       
assist such trustees would cause a substantial diminution in the value of       
the Debtors' Estates. The assets available for distribution to creditors        
would be reduced by such additional expenses and by Claims, some of which       
would be entitled to priority, arising by reason of the liquidation and         
from the rejection of leases and other executory contracts in connection        
with the cessation of operations and the failure to realize the greater         
going concern value of the Debtors' assets. More importantly, as set forth      
in Appendix C, consequences of conversion to a Chapter 7 liquidation would      
likely result in the immediate cessation of the Debtors' businesses,            
leaving little or no value for prepetition unsecured creditors.                 

        The Debtors could also be liquidated pursuant to the
provisions of a Chapter 11 plan of reorganization. In a liquidation under       
Chapter 11, the Debtors' assets could theoretically be sold in an orderly       
fashion over a more extended period of time than in a liquidation under         
Chapter 7. Because there will be no need to appoint a Chapter 7 trustee and     
hire new professionals, a Chapter 11 liquidation might be less costly than      
a Chapter 7 liquidation and thus provide larger net distributions to            
creditors than in a Chapter 7 liquidation. Any recovery in a Chapter 11         
liquidation, while potentially greater than in a Chapter 7 liquidation,         
would also be highly uncertain.                                                 

       Although preferable to a Chapter 7 liquidation, the
Debtors believe that any alternative liquidation under Chapter 11 is a much     
less attractive alternative to creditors than the Plan because of the           
greater return anticipated by the Plan.                                         

XI. THE SOLICITATION; VOTING PROCEDURE    

A.       Parties in Interest Entitled to Vote                                   

         Under section 1124 of the Bankruptcy Code, a class of
claims or interests is deemed to be "impaired" under a plan unless (i) the      
plan leaves unaltered the legal, equitable, and contractual rights to which     
such claim or interest entitles the holder thereof or (ii) notwithstanding      
any legal right to an accelerated payment of such claim or interest, the        
plan cures all existing defaults (other than defaults resulting from the        
occurrence of events of bankruptcy) and reinstates the maturity of such         
claim or interest as it existed before the default.                             

           In general, a holder of a claim or interest may vote to
accept or to reject a plan if (i) the claim or interest is "allowed," which     
means generally that no party in interest has objected to such claim or         
interest, and (ii) the claim or interest is impaired by the plan. If,           
however, the holder of an impaired claim or interest will not receive or        
retain any distribution under the plan on account of such claim or              
interest, the Bankruptcy Code deems such holder to have rejected the plan,      
and, accordingly, holders of such claims and interests do not actually vote     
on the plan. If a claim or interest is not impaired by the plan, the            
Bankruptcy Code deems the holder of such claim or interest to have accepted     
the plan and, accordingly, holders of such claims and interests are not         
entitled to vote on the plan.                                                   

B. Classes Impaired under the Plan                                              

           Classes H-3, H-4, S-3, S-4 and S-5 are entitled to vote
to accept or reject the Plan. By operation of law, each Unimpaired Class of     
Claims is deemed to have accepted the Plan and, therefore, is not entitled      
to vote to accept or reject the Plan. By operation of law, Classes H-5 and      
S-6 are deemed to have rejected the Plan and therefore are not entitled to      
vote to accept or reject the Plan.                                              

C.       Waivers of Defects, Irregularities, Etc.                               

          Unless otherwise directed by the Bankruptcy Court, all
questions as to the validity, form, eligibility (including time of              
receipt), acceptance, and revocation or withdrawal of Ballots will be           
determined by the Voting Agent and the Debtors in their sole discretion,        
which determination will be final and binding. As indicated below under         
"Withdrawal of Ballots; Revocation," effective withdrawals of Ballots must      
be delivered to the Voting Agent prior to the Voting Deadline. The Debtors      
reserve the absolute right to contest the validity of any such withdrawal.      
The Debtors also reserve the right to reject any and all Ballots not in         
proper form, the acceptance of which would, in the opinion of the Debtors       
or their counsel, be unlawful. The Debtors further reserve the right to         
waive any defects or irregularities or conditions of delivery as to any         
particular Ballot. The interpretation (including the Ballot and the             
respective instructions thereto) by the Debtors, unless otherwise directed      
by the Bankruptcy Court, will be final and binding on all parties. Unless       
waived, any defects or irregularities in connection with deliveries of          
Ballots must be cured within such time as the Debtors (or the Bankruptcy        
Court) determine. Neither the Debtors nor any other person will be under        
any duty to provide notification of defects or irregularities with respect      
to deliveries of Ballots nor will any of them incur any liabilities for         
failure to provide such notification. Unless otherwise directed by the          
Bankruptcy Court, delivery of such Ballots will not be deemed to have been      
made until such irregularities have been cured or waived. Ballots               
previously furnished (and as to which any irregularities have not               
theretofore been cured or waived) will be invalidated.                          

D. Withdrawal of Ballots; Revocation                                            

      Any party who has delivered a valid Ballot for the
acceptance or rejection of the Plan may withdraw such acceptance or             
rejection by delivering a written notice of withdrawal to the Voting Agent      
at any time prior to the Voting Deadline. A notice of withdrawal, to be         
valid, must (i) contain the description of the Claim(s) to which it relates     
and the aggregate principal amount represented by such Claim(s), (ii) be        
signed by the withdrawing party in the same manner as the Ballot being          
withdrawn, (iii) contain a certification that the withdrawing party owns        
the Claim(s) and possesses the right to withdraw the vote sought to be          
withdrawn and (iv) be received by the Voting Agent in a timely manner at        
the address set forth below. The Debtors intend to consult with the Voting      
Agent to determine whether any withdrawals of Ballots were received and         
whether the Requisite Acceptances of the Plan have been received. As stated     
above, the Debtors expressly reserve the absolute right to contest the          
validity of any such withdrawals of Ballots.                                    

        Unless otherwise directed by the Bankruptcy Court, a
purported notice of withdrawal of Ballots which is not received in a timely     
manner by the Voting Agent will not be effective to withdraw a previously       
cast Ballot.                                                                    

        Any party who has previously submitted to the Voting
Agent prior to the Voting Deadline a properly completed Ballot may revoke       
such Ballot and change his or its vote by submitting to the Voting Agent        
prior to the Voting Deadline a subsequent properly completed Ballot for         
acceptance or rejection of the Plan. In the case where more than one            
timely, properly completed Ballot is received, only the Ballot which bears      
the latest date will be counted for purposes of determining whether the         
Requisite Acceptances have been received.                                       

E.       Further Information; Additional Copies                                 

            If you have any questions or require further information
about the voting procedure for voting your Claim or about the packet of         
material you received, or if you wish to obtain an additional copy of the       
Plan, the Disclosure Statement, or any exhibits or appendices to such           
documents (at your own expense, unless otherwise specifically required by       
Bankruptcy Rule 3017(d)), please contact the Voting Agent:                      

Logan & Company, Inc.     
546 Valley Road     
Upper Montclair, NJ 07043     
(973) 509-3190 (telephone)    
(973) 509-3191 (facsimile)    

XII. RECOMMENDATION AND CONCLUSION    

       For all of the reasons set forth in this Disclosure
Statement, the Debtors and the Official Committee of Unsecured Creditors        
believe that confirmation and consummation of the Plan is preferable to all     
other alternatives. Consequently, the Debtors urge all holders of Class         
H-3, H-4, S-3, S-4 and S-5 Claims to vote to ACCEPT the Plan, and to            
complete and return their ballots so that they will be RECEIVED by the          
Voting Agent on or before May 10, 2002 at 5:00 pm. (prevailing Eastern          
Time) on the Voting Deadline.                                                   

Dated as of: April 3, 2002                                                      
Englewood, Colorado                                                             

ICG COMMUNICATIONS, INC.  
                          (for itself and on behalf of the Subsidiary Debtors)

  By:    /s/ Randall E. Curran
                             -------------------------------------------------
 Name:     Randall E. Curran
             Title:   Chief Executive Officer of ICG
            Communications, Inc.

Skadden, Arps, Slate, Meagher & Flom (ILLINOIS)                                 
Timothy R. Pohl                                                                 
Rena M. Samole                                                                  
333 W. Wacker Drive                                                             
Chicago, Illinois 60606-1285                                                    
(312) 407-0700                                                                  

-and-                                                       

/S/ GREGG M. GALARDI                                                      
-------------------------------------------------                               
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP                                        
Gregg M. Galardi                                                                
One Rodney Square                                                               
P.O. Box 636                                                                    
Wilmington, Delaware 19899-0636                                                 
(302) 651-3000                                                                  

Attorneys for Debtors and Debtors-in-Possession                                 

APPENDIX A      

Second Amended Joint Plan of Reorganization     
of ICG Communications, Inc. et. al.     
----------------------------------    

IN THE UNITED STATES BANKRUPTCY COURT     

FOR THE DISTRICT OF DELAWARE    

- - - - - - - - - - - - - - - - - - - - - - - -  x                              
                                 :    Chapter 11
                   :
In re:                                           :                              
                                             :    Case No. 00-4238 (PJW)
ICG COMMUNICATIONS, INC.                         :                              
et al.,                                 :                     
-- --                                                         
                                           :    Jointly Administered
Debtors.              :   
                   x
- - - - - - - - - - - - - - - - - - - - - - -                                   

SECOND AMENDED JOINT PLAN OF REORGANIZATION OF    
ICG COMMUNICATIONS, INC. AND ITS AFFILIATED     
DEBTORS AND DEBTORS IN POSSESSION     
---------------------------------     

David S. Kurtz                                                                  
Timothy R. Pohl                                                                 
Rena M. Samole                                                                  
SKADDEN, ARPS, SLATE, MEAGHER                                                   
& FLOM (ILLINOIS)                                                     
333 West Wacker Drive                                                           
Chicago, Illinois  60606-1285                                                   
(312) 407-0700                                                                  

- and -                                                       

Gregg M. Galardi (I.D. No. 2991)                                                
SKADDEN, ARPS, SLATE, MEAGHER                                                   
& FLOM LLP                                                    
One Rodney Square                                                               
P.O. Box 636                                                                    
Wilmington, Delaware 19899                                                      
(302) 651-3000                                                                  

Counsel for Debtors and Debtors in Possession                                   
Dated as of: April 3, 2002                                                      

TABLE OF CONTENTS     

                                                                          Page

EXHIBITS...................................................................vii  

INTRODUCTION.................................................................1  

ARTICLE I                                                                       

DEFINITIONS, RULES OF INTERPRETATION,                                     
 COMPUTATION OF TIME AND GOVERNING LAW.....................................1
 A.     Scope Of Definitions; Rules Of Construction........................1
 B.     Definitions........................................................1
            1.1     "Administrative Claim".................................1
            1.2     "Allowed Claim"........................................1
            1.3     "Allowed Class . . . Claim"............................1
            1.4     "Ballots"..............................................2
            1.5     "Bankruptcy Code"......................................2
            1.6     "Bankruptcy Court".....................................2
            1.7     "Bankruptcy Rules".....................................2
            1.8     "Bar Date(s)"..........................................2
            1.9     "BoA"..................................................2
            1.10    "Business Day".........................................2
            1.11    "Cash".................................................2
            1.12    "Chapter 11 Case"......................................2
            1.13    "Chief Executive Officer"..............................2
            1.14    "Claim"................................................2
            1.15    "Claims Objection Deadline"............................2
            1.16    "Claims Resolution Committee"..........................2
            1.17    "Class"................................................2
            1.18    "Class H-4 Stock Pool".................................2
            1.19    "Class S-4 Stock Pool".................................2
            1.20    "Collateral"...........................................3
            1.21    "Confirmation".........................................3
            1.22    "Confirmation Date"....................................3
            1.23    "Confirmation Hearing".................................3
            1.24    "Confirmation Order"...................................3
            1.25    "Convenience Claims"...................................3
            1.26    "Credit Documents".....................................3
            1.27    "Creditor".............................................3
            1.28    "Creditors' Committee".................................3
            1.29    "Cure".................................................3
            1.30    "Debtor(s)"............................................3
            1.31    "Dilution".............................................3
            1.32    "Disclosure Statement".................................3
            1.33    "Disbursing Agent".....................................3
            1.34    "Disputed Claim".......................................3
            1.35    "Disputed Claim Amount"................................4
            1.36    "Distribution Date"....................................4
            1.37    "Distribution Record Date".............................4
            1.38    "Effective Date".......................................4
            1.39    "Estate(s)"............................................4
            1.40    "Exit Financing".......................................4
            1.41    "Face Amount"..........................................4
            1.42    "Final Order"..........................................4
            1.43    "General Unsecured Claim"..............................5
            1.44    "Holdings Debtors".....................................5
            1.45    "ICG Interests"........................................5
            1.46    "Impaired".............................................5
            1.47    "Indemnification Obligation"...........................5
            1.48    "Indenture Trustees"...................................5
            1.49    "Intercompany Claim"...................................5
            1.50    "Interest".............................................5
            1.51    "Lender"...............................................5
            1.52    "Lien".................................................5
            1.53    "Litigation Claims"....................................5
            1.54    "Management Option Plan"...............................5
            1.55    "Management Option Plan Participants"..................5
            1.56    "Management Options"...................................6
            1.57    "New Common Shares"....................................6
            1.58    "New Convertible Notes"................................6
            1.59    "New Holdings Creditor Warrants".......................6
            1.60    "New Secured Notes"....................................6
            1.61    "New Securities".......................................6
            1.62    "New Senior Subordinated Term Loan" ...................6
            1.63    "Non-Debtor Subsidiaries"..............................6
            1.64    "Old Common Shares"....................................6
            1.65    "Old Holdings Indentures"..............................6
            1.66    "Old Holdings Note Claims".............................6
            1.67    "Old Holdings Notes"...................................6
            1.68    "Old Indentures".......................................6
            1.69    "Old Note Claims"......................................6
            1.70    "Old Notes"............................................6
            1.71    "Old Preferred Shares".................................7
            1.72    "Old Securities".......................................7
            1.73    "Old Services Indentures"..............................7
            1.74    "Old Services Note Claims".............................7
            1.75    "Old Services Notes"...................................7
            1.76    "Old Stock Options"....................................7
            1.77    "Other Priority Claim".................................7
            1.78    "Other Secured Claims".................................7
            1.79    "Person" ..............................................7
            1.80    "Petition Date"........................................7
            1.81    "Plan".................................................7
            1.82    "Plan Exhibit".........................................7
            1.83    "Pre-Petition Credit Agreement"........................7
            1.84    "Pre-Petition Credit Facility Agreements"..............7
            1.85    "Priority Tax Claim"...................................7
            1.86    "Professional".........................................7
            1.87    "Professional Fee Claim"...............................8
            1.88    "Pro Rata".............................................8
            1.89    "Proof of Claim".......................................8
            1.90    "Quarterly Distribution Date"..........................8
            1.91    "Registration Rights Agreement"........................8
            1.92    "Reinstated" or "Reinstatement"........................8
            1.93    "Reorganized Debtor(s)"................................8
            1.94    "Reorganized Subsidiary Debtor(s)".....................8
            1.95    "Reorganized ICG"......................................8
            1.96    "Restructuring Transactions"...........................8
            1.97    "Schedules"............................................8
            1.98    "Secured Claim"........................................8
            1.99    "Secured Lender Claim".................................9
            1.100   "Securities Act".......................................9
            1.101   "Services Debtors".....................................9
            1.102   "Services Interests"...................................9
            1.103   "Special Committee"....................................9
            1.104   "Subordinated Claims"..................................9
            1.105   "Subsidiaries".........................................9
            1.106   "Subsidiary Debtors"...................................9
            1.107   "Subsidiary Interests".................................9
            1.108   "Substantial Contribution Claim".......................9
            1.109   "Unimpaired"...........................................9
            1.110   "Unimpaired Claim".....................................9
            1.111   "Voting Record Date"...................................9

  C.                Rules of Interpretation................................9

  D.                Computation of Time...................................10

  E.                Governing Law.........................................10

ARTICLE II                                                                      

       CLASSIFICATION OF CLAIMS AND INTERESTS.............................10
            2.1     Introduction..........................................10
  2.2     Classification of Unimpaired Holdings Debtors'
                    Claims and Interests..................................10
2.3     Classification of Impaired Holdings Debtors'
                    Claims and Interests..................................11

  2.4     Classification of Unimpaired Services Debtors'
                    Claims and Interests Against the Holdings Debtors.....11
2.5     Classification of Impaired Services Debtors'
                    Claims and Interests..................................11

ARTICLE III                                                                     

       TREATMENT OF CLAIMS AND INTERESTS..................................12
            3.1     Unclassified Claims...................................12

  3.2     Unimpaired Classes of Holdings Debtors' Claims
                    and Interests.........................................12
    3.3     Impaired Classes of Holdings Debtors' Claims and
                    Interests.............................................13
      3.4     Unimpaired Classes Of Services Debtors' Claims and
                    Interests.............................................13
3.5     Impaired Classes Of Services Debtors' Claims
                    and Interests.........................................14
            3.6     Reservation of Rights Regarding Claims................14

ARTICLE IV                                                                      

       ACCEPTANCE OR REJECTION OF THE PLAN................................14
     4.1     Impaired Classes of Claims and Interests Entitled
                    to Vote...............................................14
            4.2     Acceptance by an Impaired Class.......................14
            4.3     Presumed Acceptances by Unimpaired Classes............14
            4.4     Classes Deemed to Reject Plan.........................15
            4.5     Summary of Classes Voting on the Plan.................15
   4.6     Confirmation Pursuant to Section 1129(b) of the
                    Bankruptcy Code.......................................15

ARTICLE V                                                                       

       MEANS FOR IMPLEMENTATION OF THE PLAN...............................15
            5.1     Continued Corporate Existence.........................15
            5.2     Cancellation Of Old Securities And Agreements.........15
            5.3     Certificates of Incorporation and By-laws.............15
            5.4     Restructuring Transactions............................16
            5.5     Issuance of New Securities............................16
            5.6     Compensation And Benefit Programs.....................17
            5.7     Directors And Officers of Reorganized Debtors.........17
            5.8     Revesting Of Assets; Releases of Liens................17
            5.9     Preservation Of Rights Of Action......................17
            5.10    Effectuating Documents; Further Transactions..........18
            5.11    Exemption From Certain Transfer Taxes.................18
            5.12    Releases and Related Matters..........................18
            5.13    Lucent Settlement.....................................19
            5.14    Cisco Settlement......................................19
            5.15    Exit Financing........................................19

ARTICLE VI                                                                      

       SUBSTANTIVE CONSOLIDATION..........................................20
            6.1     Substantive Consolidation.............................20
            6.2     Order Granting Substantive Consolidation..............20

ARTICLE VII                                                                     

       TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES..............21
            7.1     Assumed Contracts And Leases..........................21
   7.2     Payments Related To Assumption Of Contracts and
                    Leases................................................21
            7.3     Rejected Contracts and Leases.........................22
            7.4     Rejection Damages Bar Date  ..........................22

ARTICLE VIII                                                                    

       PROVISIONS GOVERNING DISTRIBUTIONS.................................22
        8.1     Distributions For Claims Allowed As Of The Effective
                    Date..................................................22
            8.2     Interest On Claims....................................22
            8.3     Distributions by Disbursing Agent.....................22

      8.4     Record Date For Distributions To Holders Of Lender
                    Claims and Old Notes..................................23
            8.5     Means Of Cash Payment.................................23

8.6     Calculation Of Distribution Amounts Of New  
                    Common Shares and New Holdings Creditor Warrants......23
            8.7     Delivery Of Distributions.............................23
            8.8     Surrender of Securities and Instruments...............24
            8.9     Withholding And Reporting Requirements................24
            8.10    Setoffs...............................................25

ARTICLE IX                                                                      

 PROCEDURES FOR RESOLVING DISPUTED, CONTINGENT, AND UNLIQUIDATED
       AND DISTRIBUTIONS WITH RESPECT THERETO.............................25
            9.1     Prosecution Of Objections to Claims...................25
            9.2     Treatment of Disputed Claims..........................26
            9.3     Disputed Claims Reserves..............................26
    9.4     Distributions on Account of Disputed Claims Once
            They Are Allowed and Additional Distributions on
                    Account of Previously Allowed Claims..................26

ARTICLE X                                                                       

CONDITIONS PRECEDENT TO CONFIRMATION                          
       AND CONSUMMATION OF THE PLAN.......................................26
            10.1    Conditions To Confirmation............................26
            10.2    Conditions To Effective Date..........................26
            10.3    Waiver Of Conditions..................................27

ARTICLE XI                                                                      

       RETENTION OF JURISDICTION..........................................27

ARTICLE XII                                                                     

       MISCELLANEOUS PROVISIONS...........................................28
            12.1    Professional Fee Claims...............................28
            12.2    Administrative Claims Bar Date........................29
            12.3    Payment Of Statutory Fees.............................29
            12.4    Modifications and Amendments..........................29
            12.5    Severability Of Plan Provisions.......................29
            12.6    Successors And Assigns................................29
            12.7    Compromises and Settlements...........................30
        12.8    Releases And Satisfaction Of Subordination and Other
                    Rights................................................30
            12.9    Discharge Of The Debtors..............................30
            12.10   Injunction............................................30
            12.11   Exculpation And Limitation Of Liability...............31
            12.12   Binding Effect........................................31
            12.13   Revocation, Withdrawal, Or Non-Consummation...........31
            12.14   Plan Exhibits.........................................32
            12.15   Notices...............................................32
            12.16   Indemnification and Related Matters...................33
            12.17   Prepayment............................................33
12.18   Dissolution of the Creditors' Committee and 
                    Establishment of the Claims Resolution Committee .....33
            12.19   Term Of Injunctions Or Stays..........................35

EXHIBITS              

Exhibit A             Form of Certificate of Incorporation of Reorganized ICG   

Exhibit B             Form of Bylaws of Reorganized ICG                         

Exhibit C             Form of Management Option Plan                            

Exhibit D             Termsheet for New Holdings Creditor Warrants              

Exhibit E             Termsheet for New Secured Notes                           

Exhibit F             Form of Registration Rights Agreement                     

Exhibit G             Commitment Letter and Termsheet For New Convertible Notes 

Exhibit H             Commitment Letter and Termsheet for New Senior            
Subordinated Term Loan              

                 SCHEDULES

Schedule 1.63         Schedule of Non-Debtor Subsidiaries                       

Schedule 1.106        Schedule of Subsidiary Debtors                            

Schedule 5.9          Schedule of Causes of Action to be Retained by            
Reorganized ICG                     

Schedule 5.13         Lucent Settlement Agreement                               

Schedule 5.14         Cisco Settlement Agreement                                

Schedule 7.1          Non-Exclusive Schedule of Assumed Contracts               

Schedule 7.3          Exclusive Schedule of Rejected Contracts                  

INTRODUCTION    

ICG Communications, Inc., a Delaware corporation ("ICG"), and 
those entities listed on Schedule 1.106 hereto (collectively, the               
"Subsidiary Debtors"), hereby propose the following joint plan of               
reorganization (the "Plan") for the resolution of their outstanding             
creditor Claims (as defined herein) and equity Interests (as defined            
herein). Reference is made to the Disclosure Statement (as defined herein)      
distributed contemporaneously herewith, for a discussion of the Debtors'        
history, businesses, properties, results of operations, projections for         
future operations, risk factors, a summary and analysis of the Plan, and        
certain related matters, including the New Securities (as defined herein)       
to be issued under the Plan. The Debtors are the proponents of this Plan        
within the meaning of section 1129 of the Bankruptcy Code.                      

All holders of Claims are encouraged to read this Plan and the
Disclosure Statement in their entirety before voting to accept or reject        
this Plan. Subject to certain restrictions and requirements set forth in        
section 1127 of the Bankruptcy Code and Fed. R. Bankr. P. 3019 and Article      
XII of this Plan, the Debtors reserve the right to alter, amend, modify,        
revoke or withdraw this Plan prior to its substantial consummation.             

ARTICLE I     

DEFINITIONS, RULES OF INTERPRETATION,     
COMPUTATION OF TIME AND GOVERNING LAW     

A.       Scope Of Definitions; Rules Of Construction                            

   For purposes of this Plan, except as expressly provided or unless
the context otherwise requires, all capitalized terms not otherwise defined     
shall have the meanings ascribed to them in Article I of this Plan. Any         
term used in this Plan that is not defined herein, but is defined in the        
Bankruptcy Code or the Bankruptcy Rules, shall have the meaning ascribed to     
that term in the Bankruptcy Code or the Bankruptcy Rules. Whenever the          
context requires, such terms shall include the plural as well as the            
singular number, the masculine gender shall include the feminine, and the       
feminine gender shall include the masculine.                                    

B.       Definitions                                                            

1.1 "Administrative Claim" means a Claim for payment of an    
administrative expense of a kind specified in section 503(b) or 1114(e)(2)      
of the Bankruptcy Code and entitled to priority pursuant to section             
507(a)(1) of the Bankruptcy Code, including, but not limited to, (a) the        
actual, necessary costs and expenses, incurred after the Petition Date, of      
preserving the Estates and operating the businesses of the Debtors,             
including wages, salaries, or commissions for services rendered after the       
commencement of the Chapter 11 Case, (b) Professional Fee Claims, (c) all       
fees and charges assessed against the Estates under 28 U.S.C. ss. 1930 and      
(d) all Allowed Claims that are entitled to be treated as Administrative        
Claims pursuant to a Final Order of the Bankruptcy Court under section          
546(c)(2)(A) of the Bankruptcy Code.                                            

   1.2 "Allowed Claim" means a Claim or any portion thereof (a) that
has been allowed by a Final Order, or (b) as to which, on or by the             
Effective Date, (i) no proof of claim has been filed with the Bankruptcy        
Court and (ii) the liquidated and noncontingent amount of which is              
Scheduled, other than a Claim that is Scheduled at zero, in an unknown          
amount, or as disputed, or (c) for which a proof of claim in a liquidated       
amount has been timely filed with the Bankruptcy Court pursuant to the          
Bankruptcy Code, any Final Order of the Bankruptcy Court or other               
applicable bankruptcy law, and as to which either (i) no objection to its       
allowance has been filed within the periods of limitation fixed by the          
Plan, the Bankruptcy Code or by any order of the Bankruptcy Court or (ii)       
any objection to its allowance has been settled or withdrawn, or has been       
denied by a Final Order, or (d) that is expressly allowed in a liquidated       
amount in this Plan.                                                            

1.3 "Allowed Class . . . Claim" means an Allowed Claim in the 
particular Class described.                                                     

   1.4 "Ballots" means each of the ballot forms distributed with the
Disclosure Statement to holders of Impaired Claims entitled to vote as          
specified in Section 4.1 of this Plan, in connection with the solicitation      
of acceptances of the Plan.                                                     

   1.5 "Bankruptcy Code" means the Bankruptcy Reform Act of 1978, as
codified in title 11 of the United States Code, 11 U.S.C.ss.ss. 101-1330,       
as now in effect or hereafter amended.                                          

 1.6 "Bankruptcy Court" means the United States Bankruptcy Court
for the District of Delaware or such other court as may have jurisdiction       
over the Chapter 11 Case.                                                       

  1.7 "Bankruptcy Rules" means, collectively, the Federal Rules of
Bankruptcy Procedure and the Official Bankruptcy Forms, as amended, the         
Federal Rules of Civil Procedure, as amended, as applicable to the Chapter      
11 Case or proceedings therein, and the Local Rules of the Bankruptcy           
Court, as applicable to the Chapter 11 Case or proceedings therein, as the      
case may be.                                                                    

1.8 "Bar Date(s)" means the date(s), if any, designated by the
Bankruptcy Court as the last dates for filing proofs of Claim or Interest       
against the Debtors.                                                            

1.9 "BoA" means Bank of America, N.A.                         

    1.10 "Business Day" means any day, excluding Saturdays, Sundays or
"legal holidays" (as defined in Fed. R. Bankr. P. 9006(a)), on which            
commercial banks are open for business in New York, New York.                   

    1.11 "Cash" means legal tender of the United States or equivalents
thereof.                                                                        

  1.12 "Chapter 11 Case" means the jointly administered Chapter 11
cases of the Debtors.                                                           

1.13 Chief Executive Officer means, at any time prior to the  
Effective Date, the Person holding the title of chief executive officer of      
ICG, and at any time after the Effective Date, the Person holding the title     
of chief executive officer of Reorganized ICG.                                  

 1.14 "Claim" means a claim against the Debtors, or any of them,
whether or not asserted, as defined in Section 101(5) of the Bankruptcy         
Code.                                                                           

1.15 "Claims Objection Deadline" means the last day for filing
objections to Disputed Claims, which day shall be ninety (90) days after        
the Effective Date, unless such date is extended by the Bankruptcy Court        
upon request by the Debtors.                                                    

    1.16 "Claims Resolution Committee" means the committee established
pursuant to Section 12.18 of this Plan.                                         

  1.17 "Class" means a category of holders of Claims or Interests,
as described in Article II of this Plan.                                        

  1.18 "Class H-4 Stock Pool" means New Common Shares in an amount
equal to (a) eight (8) million multiplied by a fraction, the numerator of       
which is the amount of Allowed General Unsecured Claims against the             
Holdings Debtors and the denominator of which is the amount of all Allowed      
General Unsecured Claims plus (b) 280,000 New Common Shares.                    

  1.19 "Class S-4 Stock Pool" means New Common Shares in an amount
equal to (a) eight (8) million multiplied by a fraction, the numerator of       
which is the amount of Allowed General Unsecured Claims against the             
Services Debtors, and the denominator of which is the amount of all Allowed     
General Unsecured Claims minus (b) 280,000 New Common Shares .                  

  1.20 "Collateral" means any property or interest in the property
of a Debtor's Estate subject to a Lien to secure the payment or performance     
of a Claim, which Lien is not subject to avoidance under the Bankruptcy         
Code or otherwise invalid under the Bankruptcy Code or applicable state         
law.                                                                            

1.21 "Confirmation" means entry by the Bankruptcy Court of the
Confirmation Order.                                                             

  1.22 "Confirmation Date" means the date of entry by the clerk of
the Bankruptcy Court of the Confirmation Order.                                 

1.23 "Confirmation Hearing" means the hearing to consider     
confirmation of the Plan under section 1128 of the Bankruptcy Code.             

1.24 "Confirmation Order" means the order entered by the      
Bankruptcy Court confirming the Plan.                                           

   1.25 "Convenience Claims" means any Claim that otherwise would be
an Allowed Class H-4 or S-4 Claim against the Debtors in an amount equal to     
or less than $5,000. Holders of Claims in excess of $5,000 may, by an           
irrevocable written election made on a validly executed and timely              
delivered ballot, reduce all of such holder's Claims to $5,000 in the           
aggregate, and thus have such reduced, single Claim classified in Class H-3     
or S-3.                                                                         

    1.26 "Credit Documents" means the "Credit Documents" as defined in
the Pre-Petition Credit Agreement.                                              

   1.27 "Creditor" means any Person who holds a Claim against any of
the Debtors.                                                                    

1.28 "Creditors' Committee" means the official committee of   
unsecured creditors appointed pursuant to section 1102(a) of the Bankruptcy     
Code in the Chapter 11 Case.                                                    

    1.29 "Cure" means the distribution of Cash, or such other property
as may be agreed upon by the parties or ordered by the Bankruptcy Court,        
with respect to the assumption of an executory contract or unexpired lease,     
pursuant to section 365(b) of the Bankruptcy Code, in an amount equal to        
all unpaid monetary obligations, without interest, or such other amount as      
may be agreed upon by the parties, under such executory contract or             
unexpired lease, to the extent such obligations are enforceable under the       
Bankruptcy Code and applicable bankruptcy law.                                  

1.30 "Debtor(s)" means, individually, ICG and each of the     
Subsidiary Debtors, and collectively, ICG and the Subsidiary Debtors,           
including in their capacity as debtors-in-possession pursuant to sections       
1107 and 1108 of the Bankruptcy Code, and as reorganized hereunder.             

 1.31 "Dilution" means dilution subsequent to the Effective Date
(a) from conversion of the New Convertible Notes into New Common Shares,        
(b) from exercise of the New Holdings Creditor Warrants, (c) to the extent      
necessary to give effect to the exercise of the Management Options, (c)         
from the exercise of the warrants to be issued in connection with the New       
Senior Subordinated Term Loan, or (e) otherwise as a result of the issuance     
of common shares, implementation of other management incentive programs or      
other action taken by the board of directors of Reorganized ICG.                

    1.32 "Disclosure Statement" means the written disclosure statement
that relates to the Plan, as amended, supplemented, or modified from time       
to time, and that is prepared and distributed in accordance with section        
1125 of the Bankruptcy Code and Fed. R. Bankr. P. 3018.                         

1.33 "Disbursing Agent" means Reorganized ICG or any party    
designated by Reorganized ICG, in its sole discretion, to serve as              
disbursing agent under the Plan.                                                

 1.34 "Disputed Claim" means any Claim that has not been Allowed
pursuant to the Plan or a Final Order of the Bankruptcy Court, and              

             (a) if no Proof of Claim has been, or deemed to have been
filed, by the applicable Bar Date, which has been or hereafter is listed on     
the Schedules as unliquidated, contingent, or disputed, and which has not       
been resolved by written agreement of the parties or an order of the            
Bankruptcy Court;                                                               

             (b) if a Proof of Claim has been filed, or deemed to have
been filed, by the applicable Bar Date (i) a Claim for which a                  
corresponding Claim has been listed on the Schedules as unliquidated,           
contingent or disputed; (ii) a Claim for which a corresponding Claim has        
been listed on the Schedules as other than unliquidated, contingent or          
disputed, but the amount of such Claim as asserted in the Proof of Claim        
varies from the amount of such Claim as listed in the Schedules; or (iii)       
as to which a Debtor has timely filed an objection or request for               
estimation in accordance with the Plan, the Bankruptcy Code, the Bankruptcy     
Rules, and any orders of the Bankruptcy Court, or which is otherwise            
disputed by a Debtor in accordance with applicable law, which objection,        
request for estimation or dispute has not been withdrawn, or determined by      
a Final Order;                                                                  

           (c) for which a Proof of Claim was required to be filed
by order of the Bankruptcy Court, but as to which a Proof of Claim was not      
timely or properly filed; or                                                    

             (d) that is disputed in accordance with the provisions of
this Plan.                                                                      

  1.35 "Disputed Claim Amount" means (a) if a liquidated amount is
set forth in the Proof of Claim relating to a Disputed Claim, (i) the           
liquidated amount set forth in the Proof of Claim relating to the Disputed      
Claim; (ii) an amount agreed to by the Debtors and the holder of such           
Disputed Claim; or (iii) if a request for estimation is filed by the            
Debtors, the amount at which such Claim is estimated by the Bankruptcy          
Court; (b) if no liquidated amount is set forth in the Proof of Claim           
relating to a Disputed Claim, (i) an amount agreed to by the Debtors and        
the holder of such Disputed Claim or (ii) the amount estimated by the           
Bankruptcy Court with respect to such Disputed Claim; or (c) if the Claim       
was listed on the Schedules as unliquidated, contingent or disputed and no      
Proof of Claim was filed, or deemed to have been filed, by the applicable       
Bar Date and the Claim has not been resolved by written agreement of the        
parties or an order of the Bankruptcy Court, zero.                              

1.36 "Distribution Date" means the date, occurring as soon as 
practicable after the Effective Date, upon which distributions are made by      
the Reorganized Debtors, to holders of Allowed Claims entitled to receive       
distributions under this Plan.                                                  

    1.37 "Distribution Record Date" means the record date for purposes
of making distributions under the Plan on account of Allowed Claims, which      
date shall be the Confirmation Date or such other date designated in the        
Confirmation Order.                                                             

1.38 "Effective Date" means the Business Day on which all     
conditions to the consummation of the Plan as set forth in Section 10.2 of      
this Plan have been satisfied or waived as provided in Article X of this        
Plan and is the effective date of the Plan.                                     

    1.39 "Estate(s)" means, individually, the estate of each Debtor in
the Chapter 11 Case, and, collectively, the estates of all Debtors in the       
Chapter 11 Case, created pursuant to section 541 of the Bankruptcy Code.        

    1.40 "Exit Financing" means the issuance by Reorganized ICG on the
Effective Date of the New Senior Subordinated Term Loan and the New             
Convertible Notes.                                                              

   1.41 "Face Amount" means (a) when used in reference to a Disputed
Claim, the full stated amount claimed by the holder of such Claim in any        
proof of Claim timely filed with the Bankruptcy Court or otherwise deemed       
timely filed by any Final Order of the Bankruptcy Court or other applicable     
bankruptcy law, and (b) when used in reference to an Allowed Claim, the         
allowed amount of such Claim.                                                   

 1.42 "Final Order" means an order or judgment of the Bankruptcy
Court, or other court of competent jurisdiction, as entered on the docket       
in the Chapter 11 Case, the operation or effect of which has not been           
stayed, reversed, or amended and as to which order or judgment (or any          
revision, modification, or amendment thereof) the time to appeal or seek        
review or rehearing has expired and as to which no appeal or petition for       
review or rehearing was filed or, if filed, remains pending.                    

  1.43 "General Unsecured Claim" means a Claim against the Debtors
that is not an Administrative Claim, Priority Tax Claim, Other Priority         
Claim, Other Secured Claim, Secured Lender Claim, Subordinated Claim or         
Convenience Claim.                                                              

1.44 "Holdings Debtors" means all Debtors, collectively, other
than the Services Debtors.                                                      

  1.45 "ICG Interests" means, collectively, the Old Common Shares,
the Old Preferred Shares, and the Old Stock Options, together with any          
other options, warrants, conversion rights, rights of first refusal or          
other rights, contractual or otherwise, to acquire or receive any Old           
Common Shares, Old Preferred Shares, Old Stock Options, or other equity         
ownership interests in ICG or any of the other Holdings Debtors (other than     
the Subsidiary Interests), and any contracts subscriptions, commitments or      
agreements pursuant to which a party was or could have been entitled to         
receive shares, securities or other ownership interests in ICG or any of        
the other Holdings Debtors (other than the Subsidiary Interests).               

1.46 "Impaired" means, when used with reference to a Claim or 
Interest, a Claim or Interest that is impaired within the meaning of            
section 1124 of the Bankruptcy Code.                                            

  1.47 "Indemnification Obligation" means any obligation of any of
the Debtors to indemnify, reimburse or provide contribution to any present      
or former officer, director or employee, or any present or former               
professionals, advisors or representatives of the Debtors, pursuant to          
by-laws, articles of incorporation, contract or otherwise as may be in          
existence immediately prior to the Petition Date.                               

1.48 "Indenture Trustees" means (a) with respect to the Old   
Services Notes, Bank One or its successor, in either case, in its capacity      
as indenture trustee for each of the Old Services Notes, and (b) with           
respect to the Old Holdings Notes, HSBC Bank USA or its successor, in           
either case, in its capacity as indenture trustee for each of the Old           
Holdings Notes.                                                                 

    1.49 "Intercompany Claim" means, as the case may be, any Claim (a)
by a Debtor against another Debtor or (b) by a Non-Debtor Subsidiary            
against a Debtor.                                                               

 1.50 "Interest" means (a) the legal, equitable, contractual and
other rights of any Person (including any 401K plan or plan participant)        
with respect to ICG Interests, (b) the legal, equitable, contractual or         
other rights of any Person with respect to the Subsidiary Interests and (c)     
the legal, equitable, contractual or other rights of any Person to acquire      
or receive any of the foregoing.                                                

1.51 "Lender" means a "Lender" as defined in the Pre-Petition 
Credit Agreement, dated as of August 12, 1999, Royal Bank of Canada as          
administrative agent and collateral agent, Morgan Stanley Senior Funding,       
Inc. as sole book-runner and lead arranger for the Lenders, BoA and             
Barclays Bank Plc as co-documentation agents, and their individual              
successors and assigns.                                                         

1.52 "Lien" means a charge against or interest in property to 
secure payment of a debt or performance of an obligation.                       

1.53 "Litigation Claims" means the claims, rights of action,  
suits, or proceedings, whether in law or in equity, whether known or            
unknown, that the Debtors or their Estates may hold against any Person,         
which are to be retained by the Reorganized Debtors pursuant to Section 5.9     
of this Plan.                                                                   

1.54 "Management Option Plan" means a stock option plan to be 
adopted by Reorganized ICG pursuant to Section 5.6 of this Plan, in             
substantially the form of Exhibit C to this Plan.                               

   1.55 "Management Option Plan Participants" means the employees of
Reorganized ICG entitled to participate in the Management Option Plan.          

1.56 "Management Options" means the options to be issued by   
Reorganized ICG to the Management Option Plan Participants to purchase New      
Common Shares pursuant to the provisions of the Management Option Plan.         

 1.57 "New Common Shares" means the common shares of Reorganized
ICG authorized pursuant to Section 5.5 of this Plan.                            

1.58 "New Convertible Notes" means the convertible unsecured  
promissory notes to be issued on the Effective Date, as contemplated by         
Section 5.15 of the Plan, with the terms and conditions substantially as        
set forth in Exhibit G to this Plan.                                            

1.59 "New Holdings Creditor Warrants" means the warrants to   
purchase 800,000 New Common Shares, with terms and conditions set forth in      
Exhibit D to this Plan, to be issued on the Effective Date by Reorganized       
ICG pursuant to Section 5.5 of this Plan for distribution to holders of         
Allowed Claims in Class H-4, if Class H-4 accepts the Plan pursuant to          
Section 3.3(b) of this Plan.                                                    

   1.60 "New Secured Notes" means the secured promissory notes to be
issued on the Effective Date by Reorganized ICG pursuant to Section 5.5 of      
this Plan for distribution to holders of Allowed Claims in Class S-5, with      
the terms and conditions substantially as set forth in Exhibit E to this        
Plan.                                                                           

    1.61 "New Securities" means, collectively, the Management Options,
New Common Shares, New Holdings Creditor Warrants, and New Secured Notes.       

1.62 "New Senior Subordinated Term Loan" means the new senior 
subordinated term loan to be made on the Effective Date to Reorganized ICG      
in the principal amount of $25 million, to be arranged by Cerberus Capital      
Management L.P., as contemplated by Section 5.15 of this Plan, with the         
terms and conditions substantially set forth in Exhibit H to this Plan.         

    1.63 "Non-Debtor Subsidiaries" means, collectively, the direct and
indirect subsidiaries of ICG listed on Schedule 1.63, which have not            
commenced Chapter 11 cases and thus are not Debtors.                            

    1.64 "Old Common Shares" means the common shares of ICG issued and
outstanding as of the Petition Date.                                            

 1.65 "Old Holdings Indentures" means Indentures (a) dated March
11, 1997, between Norwest, as trustee, and ICG Holdings, Inc., for the 11       
5/8% Senior Notes due 2007; (b) dated April 30, 1996, between Norwest, as       
trustee, and ICG Telecom Group, Inc. (f/k/a Intelcom Group, Inc.) for the       
12 1/2% Senior Notes due 2006; and (c) dated August 8, 1995, between            
Norwest, as trustee, and ICG Telecom Group, Inc. (f/k/a Intelcom Group,         
Inc.), for the 13 1/2% Senior Notes due 2005, pursuant to which the Old         
Holdings Notes were issued and are outstanding.                                 

  1.66 "Old Holdings Note Claims" means any Claim arising from the
Old Holdings Notes.                                                             

  1.67 "Old Holdings Notes" means the (a) the 11 5/8% Senior Notes
due 2007 issued by ICG Holdings, Inc.; (b) the 12 1/2% Senior Notes due         
2006 issued by ICG Telecom Group, Inc. (f/k/a Intelcom Group, Inc.); and        
(c) the 13 1/2% Senior Notes due 2005 issued by ICG Telecom Group, Inc.         
(f/k/a Intelcom Group, Inc.), issued and outstanding under the respective       
Old Holdings Indentures.                                                        

1.68 "Old Indentures" means, collectively, the Old Holdings   
Indentures and the Old Services Indentures.                                     

   1.69 "Old Note Claims" means, collectively, the Old Holdings Note
Claims and the Old Services Note Claims.                                        

  1.70 "Old Notes" means, collectively, the Old Holdings Notes and
the Old Services Notes.                                                         

  1.71 "Old Preferred Shares" means the preferred shares of any of
the Debtors issued and outstanding as of the Petition Date, including (i)       
ICG Communications, Inc. 8% Series A-1, A-2, and A-3 Convertible Preferred      
Securities Mandatorily Redeemable 2009; (ii) ICG Funding, LLC Exchangeable      
Limited Liability Company Preferred Securities Mandatorily Redeemable 2009;     
(iii) ICG Communications, Inc. 6 3/4% Preferred Stock Mandatorily               
Redeemable 2009; (iv) ICG Holdings, Inc. 14% Preferred Stock, Mandatorily       
Redeemable 2008; and (v) ICG Holdings, Inc. 14 1/4% Preferred Stock             
Mandatorily Redeemable 2007.                                                    

  1.72 "Old Securities" means collectively, the Old Common Shares,
the Old Preferred Shares, the Old Stock Options and the Old Notes.              

 1.73 "Old Services Indentures" means Indentures (a) dated April
27, 1998, between Norwest, as trustee, and ICG Services, Inc., for the 9        
7/8% Senior Notes due 2008; and (b) dated February 12, 1998, between            
Norwest, as trustee, and ICG Services, Inc., for the 10% Senior Notes due       
2008, pursuant to which the Old Services Notes were issued and are              
outstanding.                                                                    

  1.74 "Old Services Note Claims" means any Claim arising from the
Old Services Notes.                                                             

 1.75 "Old Services Notes" means the (a) 9 7/8% Senior Notes due
2008 issued by ICG Services, Inc.; and (b) the 10% Senior Notes due 2008,       
dated February 12, 1998 issued by ICG Services, Inc., issued and                
outstanding under the respective Old Services Indentures.                       

    1.76 "Old Stock Options" means the outstanding options to purchase
Old Common Shares or Old Preferred Shares, as of the Petition Date.             

1.77 "Other Priority Claim" means a Claim entitled to priority
pursuant to section 507(a) of the Bankruptcy Code other than a Priority Tax     
Claim or an Administrative Claim.                                               

  1.78 "Other Secured Claims" means all Secured Claims against any
of the Debtors, as the case may be, other than the Secured Lender Claims.       

  1.79 "Person" means Person as defined in section 101 (41) of the
Bankruptcy Code.                                                                

1.80 "Petition Date" means the date on which the Debtors filed
their petitions for relief commencing the Chapter 11 Case.                      

1.81 "Plan" means this Chapter 11 reorganization plan and all 
exhibits annexed hereto or referenced herein, as the same may be amended,       
modified or supplemented from time to time.                                     

    1.82 "Plan Exhibit" means any exhibit or schedule attached hereto.

  1.83 "Pre-Petition Credit Agreement" means the Credit Agreement,
dated as of August 12, 1999, among ICG, as borrower, the Lenders, Royal         
Bank of Canada, as administrative agent and collateral agent, Morgan            
Stanley Senior Funding, Inc., as sole book-runner and lead arranger for the     
Lenders, and BoA and Barclays Bank Plc as co-documentation agents, as           
amended.                                                                        

1.84 "Pre-Petition Credit Facility Agreements" mean the       
Pre-Petition Credit Agreement and the Credit                                    
Documents.                                                                      

1.85 "Priority Tax Claim" means a Claim that is entitled to   
priority pursuant to section 507(a)(8) of the Bankruptcy Code.                  

    1.86 "Professional" means any professional employed in the Chapter
11 Case pursuant to sections 327 or 1103 of the Bankruptcy Code or              
otherwise and any professionals seeking compensation or reimbursement of        
expenses in connection with the Chapter 11 Case pursuant to section             
503(b)(4) of the Bankruptcy Code.                                               

   1.87 "Professional Fee Claim" means a Claim of a Professional for
compensation or reimbursement of costs and expenses relating to services        
incurred after the Petition Date and prior to and including the Effective       
Date.                                                                           

  1.88 "Pro Rata" means, at any time, the proportion that the Face
Amount of a Claim in a particular Class bears to the aggregate Face Amount      
of all Claims (including Disputed Claims) in such Class, unless the Plan        
provides otherwise.                                                             

   1.89 "Proof of Claim" means the proof of claim that must be filed
by a holder of an Impaired Unsecured Claim by the Bar Date.                     

   1.90 "Quarterly Distribution Date" means the last Business Day of
the month following the end of each calendar quarter after the Effective        
Date; provided, however, that if the Effective Date is within 30 days of        
the end of a calendar quarter, the first Quarterly Distribution Date will       
be the last Business Day of the month following the end of the first            
calendar quarter after the calendar quarter in which the Effective Date         
falls.                                                                          

1.91 "Registration Rights Agreement" means an agreement to be 
entered into between Reorganized ICG and certain holders of General             
Unsecured Claims with respect to rights of registration as to the New           
Common Shares, in substantially the form set forth in Exhibit F to this         
Plan.                                                                           

  1.92 "Reinstated" or "Reinstatement" means (i) leaving unaltered
the legal, equitable, and contractual rights to which a Claim entitles the      
holder of such Claim or Interest so as to leave such Claim or Interest          
unimpaired in accordance with section 1124 of the Bankruptcy Code or (ii)       
notwithstanding any contractual provision or applicable law that entitles       
the holder of such Claim to demand or receive accelerated payment of such       
Claim or Interest after the occurrence of a default (a) curing any such         
default that occurred before or after the Petition Date, other than a           
default of a kind specified in section 365(b)(2) of the Bankruptcy Code;        
(b) reinstating the maturity of such Claim or Interest as such maturity         
existed before such default; (c) compensating the holder of such Claim or       
Interest for any damages incurred as a result of any reasonable reliance by     
such holder on such contractual provision or such applicable law; and (d)       
not otherwise altering the legal, equitable, or contractual rights to which     
such Claim or Interest entitles the holder of such Claim or Interest;           
provided, however, that any contractual right that does not pertain to the      
payment when due of principal and interest on the obligation on which such      
Claim or Interest is based, including, but not limited to, financial            
covenant ratios, negative pledge covenants, covenants or restrictions on        
merger or consolidation, and affirmative covenants regarding corporate          
existence prohibiting certain transactions or actions contemplated by the       
Plan, or conditioning such transactions or actions on certain factors,          
shall not be required to be reinstated in order to accomplish                   
Reinstatement.                                                                  

   1.93 "Reorganized Debtor(s)" means, individually, any Reorganized
Debtor and, collectively, all Reorganized Debtors, on or after the              
Effective Date.                                                                 

1.94 "Reorganized Subsidiary Debtor(s)" means, individually, a
Reorganized Subsidiary Debtor, and, collectively, all Reorganized               
Subsidiary Debtors, on or after the Effective Date.                             

   1.95 "Reorganized ICG" means reorganized ICG or its successor, on
and after the Effective Date.                                                   

    1.96 "Restructuring Transactions" has the meaning ascribed thereto
in Section 5.4 of this Plan.                                                    

    1.97 "Schedules" means the schedules of assets and liabilities and
the statements of financial affairs, if any, filed in the Bankruptcy Court      
by the Debtors as such schedules or statements as may be amended or             
supplemented from time to time in accordance with Fed. R. Bankr. P. 1009 or     
orders of the Bankruptcy Court.                                                 

 1.98 "Secured Claim" means a Claim that is secured by a Lien on
property in which an Estate has an interest or that is subject to setoff        
under section 553 of the Bankruptcy Code, to the extent of the value of the     
Claim holder's interest in the Estate's interest in such property or to the     
extent of the amount subject to setoff, as applicable, as determined            
pursuant to section 506(a) of the Bankruptcy Code.                              

1.99 "Secured Lender Claim" means a Claim of a Lender arising 
under or as a result of the Pre-Petition Credit Facility Agreement, which       
Claims shall be deemed Allowed pursuant to this Plan in the aggregate           
amount of $84,573,943.83 million.                                               

1.100 "Securities Act" means the Securities Act of 1933, 15   
U.S.C.ss.ss.77a-77aa, as now in effect or hereafter amended.                    

    1.101 "Services Debtors" means, collectively, ICG Equipment, Inc.,
ICG Mountain View, Inc., ICG NetAhead, Inc., and ICG Services, Inc.             

    1.102 "Services Interests" means the common stock of ICG Services,
Inc., together with any other options, warrants, conversation rights,           
rights of first refusal, or other rights, contractual or otherwise, to          
acquire or receive any common or preferred stock or other equity interest       
in any of the Services Debtors (other than Subsidiary Interests), and any       
contracts, subscriptions, commitments or agreements pursuant to which a         
party was or could have been entitled to receive shares, securities, or         
other ownership interests in any of the Services Debtors (other than            
Subsidiary Interests).                                                          

    1.103 "Special Committee" means the Special Committee of the Board
of Directors of ICG, which is comprised of Messrs. William J. Laggett, John     
U. Moorhead, II, Leontis Teryazos, and Walter Threadgill.                       

   1.104 "Subordinated Claims" means any Claim subordinated pursuant
to sections 510(b) or (c) of the Bankruptcy Code, which shall include any       
Claim arising from the rescission of a purchase or sale of any Old              
Security, any Claim for damages arising from the purchase or sale of an Old     
Security, or any Claim for reimbursement, contribution or indemnification       
on account of any such Claim.                                                   

 1.105 "Subsidiaries" mean, collectively, the Subsidiary Debtors
and the Non-Debtor Subsidiaries.                                                

1.106 "Subsidiary Debtors" means the direct and indirect      
subsidiaries of ICG listed on Schedule 1.106, each of which are Debtors.        

  1.107 "Subsidiary Interests" means, collectively, the issued and
outstanding shares of common stock of the Subsidiary Debtors directly or        
indirectly owned by ICG, as of the Petition Date.                               

1.108 "Substantial Contribution Claim" means a claim for      
compensation or reimbursement of expenses incurred in making a substantial      
contribution in the Chapter 11 Case pursuant to section 503(b)(3),(4), or       
(5) of the Bankruptcy Code.                                                     

  1.109 "Unimpaired" means, when used with reference to a Claim or
Interest, a Claim or Interest that is not impaired within the meaning of        
section 1124 of the Bankruptcy Code.                                            

1.110 "Unimpaired Claim" means a Claim that is not an Impaired
Claim.                                                                          

    1.111 "Voting Record Date" means the voting record date for voting
to accept or reject this Plan, as determined by the Bankruptcy Court.           

C.       Rules of Interpretation                                                

For purposes of the Plan (a) any reference in the Plan to a   
contract, instrument, release, indenture, or other agreement or documents       
being in a particular form or on particular terms and conditions means that     
such document shall be substantially in such form or substantially on such      
terms and conditions, (b) any reference in the Plan to an existing document     
or exhibit filed or to be filed means such document or exhibit as it may        
have been or may be amended, modified, or supplemented, (c) unless              
otherwise specified, all references in the Plan to sections, articles,          
schedules, and exhibits are references to sections, articles, schedules,        
and exhibits of or to the Plan, (d) the words "herein" and "hereto" refer       
to the Plan in its entirety rather than to a particular portion of the          
Plan, (e) captions and headings to articles and sections are inserted for       
convenience of reference only and are not intended to be a part of or to        
affect the interpretation of the Plan, and (f) the rules of construction        
set forth in section 102 of the Bankruptcy Code and in the Bankruptcy Rules     
shall apply.                                                                    

D.       Computation of Time                                                    

    In computing any period of time prescribed or allowed by the Plan,
the provisions of Fed. R. Bankr. P. 9006(a) shall apply.                        

E.       Governing Law                                                          

Unless a rule of law or procedure is supplied by federal law  
(including the Bankruptcy Code and Bankruptcy Rules), the laws of (i) the       
State of Delaware shall govern the construction and implementation of the       
Plan and any agreements, documents, and instruments executed in connection      
with the Plan and (ii) the laws of the state of incorporation of each           
Debtor shall govern corporate governance matters with respect to such           
Debtor, in either case without giving effect to the principles of conflicts     
of law thereof.                                                                 

ARTICLE II    

CLASSIFICATION OF CLAIMS AND INTERESTS    

2.1      Introduction                                         

The Plan is premised on the substantive consolidation of the  
Estates that comprise the Holdings Debtors, and the Estates that comprise       
the Services Debtors, respectively, for purposes of voting on,                  
distributions under, and Confirmation of the Plan only, as provided in          
Section 6.1 of the Plan. The Plan does not provide for the substantive          
consolidation of the Holdings Debtors and the Services Debtors.                 

 In accordance with section 1123(a)(1) of the Bankruptcy Code,
Administrative Claims and Priority Tax Claims, have not been classified,        
and the respective treatment of such unclassified claims is set forth in        
Section 3.1 of the Plan.                                                        

 A Claim or Interest is placed in a particular Class only to the
extent that the Claim or Interest falls within the description of that          
Class. A Claim may be and is classified in other Classes to the extent that     
any portion of the Claim or Interest falls within the description of such       
other Classes. A Claim is also placed in a particular Class only to the         
extent that such Claim is an Allowed Claim in that Class and such Claim has     
not been paid, released, or otherwise settled prior to the Effective Date.      

2.2 Classification of Unimpaired Holdings Debtors' Claims and 
Interests                                                                       

         (a)      Class H-1: Other Priority Claims Against the
Holdings Debtors          

                     Class H-1 consists of all Other Priority Claims
   against the Holdings Debtors.

        (b)      Class H-2: Other Secured Claims Against the
Holdings Debtors          

                   Class H-2 consists of separate subclasses for
                 each Other Secured Claim against a Holdings
                     Debtor secured by a Lien upon property in which
                    a Holdings Debtor Estate has an interest. Each
                   subclass is deemed to be a separate Class for
             all purposes under the Bankruptcy Code.

  2.3      Classification of Impaired Holdings Debtors' Claims and
Interests.                                  

      (a)      Class H-3: Convenience Claims Against the
Holdings Debtors          

                  Class H-3 consists of all Convenience Claims
   against the Holdings Debtors.

            (b)      Class H-4: General Unsecured Claims Against the
Holdings Debtors          

                 Class H-4 consists of all General Unsecured
          Claims against the Holdings Debtors.

             (c)      Class H-5: ICG Interests and Subordinated Claims
  Against the Holdings Debtors

                     Class H-5 consists of all ICG Interests and any
              Subordinated Claims against the Holdings
Debtors.                  

    2.4      Classification of Unimpaired Services Debtors' Claims and
Interests Against the Holdings Debtors                                          

         (a)      Class S-1: Other Priority Claims Against the
Services Debtors          

                     Class S-1 consists of all Other Priority Claims
   against the Services Debtors.

        (b)      Class S-2: Other Secured Claims Against the
Services Debtors          

                   Class S-2 consists of separate subclasses for
                 each Other Secured Claim against a Services
                     Debtor secured by a Lien upon property in which
                    a Services Debtor Estate has an interest. Each
                   subclass is deemed to be a separate Class for
             all purposes under the Bankruptcy Code.

  2.5      Classification of Impaired Services Debtors' Claims and
Interests                                   

      (a)      Class S-3: Convenience Claims Against the
Services Debtors          

                  Class S-3 consists of all Convenience Claims
   against the Services Debtors.

            (b)      Class S-4: General Unsecured Claims Against the
Services Debtors          

                 Class S-4 consists of all General Unsecured
          Claims against the Services Debtors.

(c)      Class S-5:  Secured Lender Claims  

                      Class S-5 consists of all Secured Lender Claims.

           (d)      Class S-6: Services Interests and Subordinated
         Claims Against the Services Debtors

                      Class S-6 consists of the Services Interests and
              Subordinated Claims Against the Services
Debtors.                  

ARTICLE III     

TREATMENT OF CLAIMS AND INTERESTS     

3.1      Unclassified Claims                                  

(a)      Administrative Claims              

Except as otherwise provided for herein, and subject to the   
requirements of Sections 12.1 - 12.3 of this Plan, on, or as soon as            
reasonably practicable after, the latest of (i) the Distribution Date, (ii)     
the date such Administrative Claim becomes an Allowed Administrative Claim,     
or (iii) the date such Administrative Claim becomes payable pursuant to any     
agreement between a Debtor and the holder of such Administrative Claim,         
each holder of an Allowed Administrative Claim shall receive in full            
satisfaction, settlement, release, and discharge of and in exchange for         
such Allowed Administrative Claim (x) Cash equal to the unpaid portion of       
such Allowed Administrative Claim or (y) such other treatment as to which       
the applicable Debtor, and such holder shall have agreed upon in writing;       
provided, however, that Allowed Administrative Claims with respect to           
liabilities incurred by a Debtor in the ordinary course of business during      
the Chapter 11 Case shall be paid in the ordinary course of business in         
accordance with the terms and conditions of any agreements relating             
thereto.                                                                        

(b)      Priority Tax Claims                

  Each holder of an Allowed Priority Tax Claim, at the sole option
of the Debtors, shall be entitled to receive on account of such Allowed         
Priority Tax Claim, in full satisfaction, settlement, release and discharge     
of and in exchange for such Allowed Priority Tax Claim, (i) equal Cash          
payments made on the last Business Day of every three (3) month period          
following the Effective Date, over a period not to exceed six (6) years         
after the assessment of the tax on which such Claim is based, totaling the      
principal amount of such Claim plus simple interest on any outstanding          
balance from the Effective Date calculated at the interest rate available       
on ninety (90) day United States Treasuries on the Effective Date or (ii)       
such other treatment agreed to by the Allowed Priority Tax Claim holder and     
the Debtors.                                                                    

       3.2      Unimpaired Classes of Holdings Debtors' Claims and Interests

         (a)      Class H-1: Other Priority Claims Against the
Holdings Debtors          

   On, or as soon as reasonably practicable after, the latest of (i)
the Distribution Date, (ii) the date such Claim becomes an Allowed Class        
H-1 Claim, or (iii) the date such Class H-1 Claim becomes payable pursuant      
to any agreement between a Holdings Debtor and the holder of such Class H-1     
Claim, each holder of an Allowed Class H-1 Claim shall receive, in full         
satisfaction, settlement, release, and discharge of and in exchange for         
such Allowed Class H-1 Claim (x) Cash equal to the unpaid portion of such       
Allowed Class H-1 Claim or (y) such other treatment as to which a Debtor        
and such holder shall have agreed upon in writing.                              

        (b)      Class H-2: Other Secured Claims Against the
Holdings Debtors          

    On the Effective Date, the legal, equitable and contractual rights
of holders of Allowed Class H-2 Claims shall be Reinstated, subject to the      
provisions of Article VIII of this Plan. The Holdings Debtors' failure to       
object to any such Class H-2 Claims in the Chapter 11 Cases shall be            
without prejudice to the Holdings Debtors' or the Reorganized Debtors'          
right to contest or otherwise defend against such Claim in the appropriate      
forum when and if such Claim is sought to be enforced by the holder of such     
Claim. Notwithstanding section 1141(c) or any other provision of the            
Bankruptcy Code, all pre-petition liens on property of any Holdings Debtor      
held by or on behalf of the Class H-2 Claim holders with respect to such        
Claims shall survive the Effective Date and continue in accordance with the     
contractual terms of the underlying agreements with such Claim holders          
until, as to each such Claim holder, the Allowed Claims of such Class H-2       
Claim holder are paid in full, subject to the provisions of Article VIII of     
this Plan. Nothing in this Section 3.2(b) or elsewhere in this Plan shall       
preclude the Holdings Debtors or Reorganized Debtors from challenging the       
validity of any alleged lien on any asset of a Holdings Debtor or the value     
of such Collateral.                                                             

     3.3      Impaired Classes of Holdings Debtors' Claims and Interests

      (a)      Class H-3: Convenience Claims Against the
Holdings Debtors          

   On or as soon as reasonably practicable after the Effective Date,
each holder of an Allowed Class H-3 Claim shall receive, in full                
satisfaction, settlement, release, and discharge of an in exchange for such     
Allowed Class H-3 Claim, Cash equal to fifty percent (50%) of the amount of     
such Allowed Claim.                                                             

            (b)      Class H-4: General Unsecured Claims Against the
Holdings Debtors          

   On or as soon as reasonably practicable after the Effective Date,
each holder of an Allowed Class H-4 Claim, shall receive, in full               
satisfaction, settlement, release and discharge of and in exchange for such     
Allowed Class H-4 Claim:                                                        

         (x) its Pro Rata share of 100% of the Class H-4 Stock
Pool; plus                                                                      

           (y) if Class H-4 votes to accept the Plan, its Pro Rata
Share of 100% of the New Holdings Creditor Warrants. If Class H-4 votes         
against the Plan, holders of Allowed Class H-4 Claims shall not receive the     
New Holdings Creditor Warrants and such warrants shall not be issued.           

             (c)      Class H-5: ICG Interests and Subordinated Claims
  Against the Holdings Debtors

  The holders of ICG Interests and Subordinated Claims against the
Holdings Debtors shall not receive or retain any property under the Plan on     
account of such Interests or Claims. On the Effective Date, all of the ICG      
Interests shall be deemed cancelled and extinguished.                           

       3.4      Unimpaired Classes Of Services Debtors' Claims and Interests

         (a)      Class S-1: Other Priority Claims Against the
Services Debtors          

   On, or as soon as reasonably practicable after, the latest of (i)
the Distribution Date, (ii) the date such Claim becomes an Allowed Class        
S-1 Claim, or (iii) the date such Class S-1 Claim becomes payable pursuant      
to any agreement between a Services' Debtor and the holder of such Class        
S-1 Claim, each holder of an Allowed Class S-1 Claim shall receive, in full     
satisfaction, settlement, release, and discharge of and in exchange for         
such Allowed Class S-1 Claim (x) Cash equal to the unpaid portion of such       
Allowed Class S-1 Claim or (y) such other treatment as to which a Debtor        
and such holder shall have agreed upon in writing.                              

        (b)      Class S-2: Other Secured Claims Against the
Services Debtors          

    On the Effective Date, the legal, equitable and contractual rights
of holders of Allowed Class S-2 Claims shall be Reinstated, subject to the      
provisions of Article VIII of this Plan. The Services Debtors' failure to       
object to any such Class S-2 Claims in the Chapter 11 Cases shall be            
without prejudice to the Services Debtors' or the Reorganized Debtors'          
right to contest or otherwise defend against such Claim in the appropriate      
forum when and if such Claim is sought to be enforced by the holder of such     
Claim. Notwithstanding section 1141(c) or any other provision of the            
Bankruptcy Code, all pre-petition liens on property of any Services Debtor      
held by or on behalf of the Class S-2 Claim holders with respect to such        
Claims shall survive the Effective Date and continue in accordance with the     
contractual terms of the underlying agreements with such Claim holders          
until, as to each such Claim holder, the Allowed Claims of such Class S-2       
Claim holder are paid in full, subject to the provisions of Article VIII of     
this Plan. Nothing in this Section 3.4(b) or elsewhere in this Plan shall       
preclude the Debtors or Reorganized Debtors from challenging the validity       
of any alleged lien on any asset of a Debtor or the value of such               
Collateral.                                                                     

     3.5      Impaired Classes Of Services Debtors' Claims and Interests

      (a)      Class S-3: Convenience Claims Against the
Services Debtors          

   On or as soon as reasonably practicable after the Effective Date,
each holder of an Allowed Class S-3 Claim shall receive, in full                
satisfaction, settlement, release, and discharge of and in exchange for         
such Allowed Class S-3 Claim, Cash equal to fifty percent (50%) of the          
amount of such Allowed Claim.                                                   

            (b)      Class S-4: General Unsecured Claims Against the
Services Debtors          

   On or as soon as reasonably practicable after the Effective Date,
each holder of an Allowed Class S-4 Claim, shall receive, in full               
satisfaction, settlement, release and discharge of and in exchange for such     
Allowed Class S-4 Claim, its Pro Rata share of 100% of the Class S-4 Stock      
Pool.                                                                           

(c)      Class S-5:  Secured Lender Claims  

  On the Effective Date, each holder of an Allowed Class S-5 Claim
shall receive, in full satisfaction, settlement, release, and discharge of      
and in exchange for such Allowed Class S-5 Claim, its Pro Rata share of (i)     
$25 million in Cash and (ii) one-hundred percent (100%) of the New Secured      
Notes.                                                                          

           (d)      Class S-6: Services Interests and Subordinated
Claims                    

   The holders of Services Interests and Subordinated Claims against
the Services Debtors shall not receive or retain any property under the         
Plan on account of such Interests or Claims. On the Effective Date, all of      
the Services Interests shall be deemed cancelled and extinguished.              

3.6      Reservation of Rights Regarding Claims               

    Except as otherwise explicitly provided in the Plan, nothing shall
affect the Debtors' or Reorganized Debtors' rights and defenses, both legal     
and equitable, with respect to any Claims, including, but not limited to,       
all rights with respect to legal and equitable defenses to alleged rights       
of setoff or recoupment.                                                        

ARTICLE IV    

ACCEPTANCE OR REJECTION OF THE PLAN     

     4.1      Impaired Classes of Claims and Interests Entitled to Vote.

   Subject to Section 4.4 of the Plan, Claim and Interest holders in
each Impaired Class of Claims or Interests are entitled to vote as a class      
to accept or reject the Plan.                                                   

4.2      Acceptance by an Impaired Class.                     

In accordance with section 1126(c) of the Bankruptcy Code and 
except as provided in section 1126(e) of the Bankruptcy Code, an Impaired       
Class of Claims shall have accepted the Plan if the Plan is accepted by the     
holders of at least two-thirds (2/3) in dollar amount and more than             
one-half (1/2) in number of the Allowed Claims of such Class that have          
timely and properly voted to accept or reject the Plan.                         

4.3      Presumed Acceptances by Unimpaired Classes.          

  Classes H-1, H-2, S-1, and S-2 are Unimpaired by the Plan. Under
section 1126(f) of the Bankruptcy Code, such Claim holders are conclusively     
presumed to accept the Plan, and the votes of such Claim holders will not       
be solicited.                                                                   

4.4      Classes Deemed to Reject Plan.                       

Holders of Interests and Claims in Classes H-5 and S-6 are not
entitled to receive or retain any property under the Plan. Under section        
1126(g) of the Bankruptcy Code, Class H-5 and S-6 Interest and Claim            
holders are deemed to reject the Plan, and the votes of such Interest or        
Claim holders will not be solicited.                                            

4.5      Summary of Classes Voting on the Plan.               

    As a result of the provisions of Sections 4.1, 4.3 and 4.4 of this
Plan, the votes of holders of Claims in Classes H-3, H-4, S-3, S-4, and S-5     
will be solicited with respect to this Plan.                                    

     4.6      Confirmation Pursuant to Section 1129(b) of the Bankruptcy
Code.                                                                           

To the extent that any Impaired Class rejects the Plan or is  
deemed to have rejected the Plan, the Debtors will request confirmation of      
the Plan, as it may be modified from time to time, under section 1129(b) of     
the Bankruptcy Code. The Debtors reserve the right to alter, amend, modify,     
revoke or withdraw the Plan or any Plan Exhibit or Schedule, including to       
amend or modify it to satisfy the requirements of section 1129(b) of the        
Bankruptcy Code, if necessary.                                                  

ARTICLE V     

MEANS FOR IMPLEMENTATION OF THE PLAN    

5.1      Continued Corporate Existence                        

  Subject to the Restructuring Transactions defined in Section 5.4
of the Plan, the Reorganized Debtors shall continue to exist after the          
Effective Date as separate corporate entities, in accordance with the           
applicable law in the respective jurisdictions in which they are                
incorporated and pursuant to their respective certificates or articles of       
incorporation and by-laws in effect prior to the Effective Date, except to      
the extent such certificates or articles of incorporation and by-laws are       
amended by this Plan.                                                           

5.2      Cancellation Of Old Securities And Agreements        

           (a) On the Effective Date, except as otherwise provided
for herein, (a) the Old Securities and any other note, bond, indenture, or      
other instrument or document evidencing or creating any indebtedness or         
obligation of a Debtor, shall be canceled, and (b) the obligations of the       
Debtors and the Indenture Trustees under any agreements, indentures or          
certificates of designations governing the Old Securities and any other         
note, bond, indenture or other instrument or document evidencing or             
creating any indebtedness or obligation of a Debtor, as the case may be,        
shall be discharged.                                                            

     (b) Notwithstanding the foregoing, the applicable
provisions of the Old Indentures shall continue in effect solely for the        
purposes of permitting the respective Indenture Trustees to make                
distributions to holders of Old Note Claims, pursuant to this Plan. Except      
as provided in any contract, instrument or other agreement or document          
entered into or delivered in connection with this Plan, on the Effective        
Date and immediately following the completion of distributions to holders       
of Claims in Classes H-4 and S-4, the Indenture Trustees shall be released      
from all duties, without any further action on the part of the Debtors or       
Reorganized ICG.                                                                

5.3      Certificates of Incorporation and By-laws            

  The certificate or articles of incorporation and by-laws of each
Debtor shall be amended as necessary to satisfy the provisions of the Plan      
and the Bankruptcy Code and shall include, among other things, pursuant to      
section 1123(a)(6) of the Bankruptcy Code, a provision prohibiting the          
issuance of non-voting equity securities, but only to the extent required       
by section 1123(a)(6) of the Bankruptcy Code. The amended Certificate of        
Incorporation and By- laws of Reorganized ICG shall be in substantially the     
form attached to this Plan as Exhibits A and B, respectively, subject to        
modification to incorporate applicable provisions of the terms and              
conditions for the purchase of the New Convertible Notes, as set forth on       
Exhibit G to this Plan.                                                         

5.4      Restructuring Transactions                           

      (a) On or after the Effective Date, the applicable
Reorganized Debtors may enter into such transactions and may take such          
actions as may be necessary or appropriate to effect a corporate                
restructuring of their respective businesses, to otherwise simplify the         
overall corporate structure of the Reorganized Debtors, or to reincorporate     
certain of the Subsidiary Debtors under the laws of jurisdictions other         
than the laws of which the applicable Subsidiary Debtors are presently          
incorporated. Such restructuring may include one or more mergers,               
consolidations, restructures, dispositions, liquidations, or dissolutions,      
as may be determined by the Debtors or Reorganized Debtors to be necessary      
or appropriate (collectively, the "Restructuring Transactions"). The            
actions to effect the Restructuring Transactions may include: (a) the           
execution and delivery of appropriate agreements or other documents of          
merger, consolidation, restructuring, disposition, liquidation, or              
dissolution containing terms that are consistent with the terms of the Plan     
and that satisfy the applicable requirements of applicable state law and        
such other terms to which the applicable entities may agree; (b) the            
execution and delivery of appropriate instruments of transfer, assignment,      
assumption, or delegation of any asset, property, right, liability, duty,       
or obligation on terms consistent with the terms of the Plan and having         
such other terms to which the applicable entities may agree; (c) the filing     
of appropriate certificates or articles of merger, consolidation, or            
dissolution pursuant to applicable state law; and (d) all other actions         
that the applicable entities determine to be necessary or appropriate,          
including making filings or recordings that may be required by applicable       
state law in connection with such transactions. The Restructuring               
Transactions may include one or more mergers, consolidations, restructures,     
dispositions, liquidations, or dissolutions, as may be determined by the        
Reorganized Debtors to be necessary or appropriate to result in                 
substantially all of the respective assets, properties, rights,                 
liabilities, duties, and obligations of certain of the Reorganized Debtors      
vesting in one or more surviving, resulting, or acquiring corporations. In      
each case in which the surviving, resulting, or acquiring corporation in        
any such transaction is a successor to a Reorganized Debtor, such               
surviving, resulting, or acquiring corporation will perform the obligations     
of the applicable Reorganized Debtor pursuant to the Plan to pay or             
otherwise satisfy the Allowed Claims against such Reorganized Debtor,           
except as provided in any contract, instrument, or other agreement or           
document effecting a disposition to such surviving, resulting, or acquiring     
corporation, which may provide that another Reorganized Debtor will perform     
such obligations.                                                               

            (b) As part of the Restructuring Transactions, on, prior
to, or as soon as practicable after, the Effective Date, Reorganized ICG        
shall take whatever steps are necessary and appropriate to wind-up and          
terminate the following entities' corporate existence, including to             
transfer the assets of such entity (including Subsidiary Interests) to such     
other of the Debtors as the Debtors may determine: ICG Funding, LLC             
(Delaware); ICG Services, Inc. (Delaware); ICG Telecom of San Diego, L.P.       
(CA Limited Partnership); ICG Telecom Canada, Inc. (Federal Canadian);          
Zycom Corporation (Alberta, Canada); Zycom Corporation (Texas); Zycom           
Network Services, Inc. (Texas); and ICG NetAhead, Inc. (Delaware). As part      
of the Restructuring Transactions, the following transactions will occur:       
(i) the holders of Allowed General Unsecured Claims of ICG Holdings, Inc.,      
which are classified in Class H-4, will contribute such Claims to ICG           
Holdings, Inc. in exchange for New Common Shares necessary to fund the          
Class H-4 Stock Pool; and (ii) ICG Services, Inc. will contribute ICG           
Equipment, Inc. and ICG Mountain View, Inc. to ICG Holdings, Inc. in            
exchange for New Common Shares necessary to fund the Class S-4 Stock Pool,      
and the Disbursing Agent shall, on behalf of ICG Services, Inc., distribute     
such New Common Shares to the holders of Allowed General Unsecured Claims       
of ICG Services, Inc., which are classified in Class S-4, in satisfaction       
of such Claims and in complete liquidation of ICG Services, Inc.                

5.5      Issuance of New Securities                           

On the Effective Date, Reorganized ICG shall issue for        
distribution in accordance with the terms of the Plan: (a) $59,573,943.83       
in principal amount of New Secured Notes to holders of Allowed Claims in        
Class S-5; (b) eight (8) million shares of New Common Shares to the holders     
of Allowed Claims in Classes H-4 and S-4; and (c) the New Holdings Creditor     
Warrants to holders of Allowed Claims in Class H-4 if Class H-4 accepts the     
Plan. The issuance of all of the New Securities, and the distribution           
thereof shall be exempt from registration under applicable securities laws      
pursuant to section 1145 of the Bankruptcy Code. Without limiting the           
effect of section 1145 of the Bankruptcy Code, on the Effective Date,           
Reorganized ICG will enter into a Registration Rights Agreement with each       
Allowed Class H-4 or S-4 Claim holder (a) who by virtue of holding New          
Common Shares and/or its relationship with Reorganized ICG could reasonably     
be deemed to be an "underwriter" or "affiliate" (as such terms are used         
within the meaning of applicable securities laws) of Reorganized ICG, and       
(b) who requests in writing that Reorganized ICG execute such agreement.        
The Registration Rights Agreements may contain certain demand and piggyback     
registration rights for the benefit of the signatories thereto. The             
Registration Rights Agreement shall be in substantially the form attached       
to this Plan as Exhibit F. Reorganized ICG shall use reasonable efforts to      
have the New Common Shares listed for trading on a national securities          
exchange.                                                                       

5.6      Compensation And Benefit Programs                    

      (a) Except and to the extent previously assumed or
rejected by an order of the Bankruptcy Court on or before the Confirmation      
Date, all employee compensation and benefit programs of the Debtors,            
including programs subject to sections 1114 and 1129(a)(13) of the              
Bankruptcy Code, entered into before or after the Petition Date and not         
since terminated, shall be deemed to be, and shall be treated as though         
they are, executory contracts that are assumed under Section 7.1 of this        
Plan.                                                                           

          (b) On or about the Effective Date, management and the
designated employees of Reorganized ICG and the other Reorganized Debtors       
shall receive stock options which are more specifically described in the        
Management Option Plan. The Management Option Plan shall be substantially       
in the form as Exhibit C to this Plan.                                          

5.7      Directors And Officers of Reorganized Debtors        

        (a) Appointment. The existing senior officers of ICG
shall serve initially in the same capacities after the Effective Date for       
Reorganized ICG. The initial board of directors of Reorganized ICG shall        
consist of nine (9) directors. Cerberus Capital Management, L.P. shall be       
entitled to appoint five (5) directors; W.R. Huff Asset Management Co.,         
L.L.C. shall be entitled to appoint two (2) directors; the Creditors'           
Committee shall be entitled to appoint one (1) director, and the Chief          
Executive Officer shall be a director. All of the selected directors shall      
be reasonably acceptable to the Chief Executive Officer and the Creditors'      
Committee. The Chief Executive Officer shall be Chairman of the board of        
directors. The Persons designating board members shall file with the            
Bankruptcy Court and give to ICG written notice of the identities of such       
members no later than three (3) Business Days before the date of the            
Confirmation Hearing.                                                           

            (b) Terms. Reorganized ICG board members shall serve for
an initial two (2) year term commencing on the Effective Date as determined     
by the Debtors. If agreed upon by the Debtors and the Creditors' Committee,     
the terms for board members may be staggered.                                   

    (c) Vacancies. Until the first annual meeting of
shareholders of Reorganized ICG after the Effective Date, any vacancy in        
the directorship shall be filled by a person designated by such director        
(or the entity that originally designated such director) as a replacement       
to serve out the remainder of the applicable term.                              

5.8      Revesting Of Assets; Releases of Liens               

  The property of each Debtor's Estate, together with any property
of each Debtor that is not property of its Estate and that is not               
specifically disposed of pursuant to the Plan, shall revest in the              
applicable Debtor on the Effective Date, subject to the Restructuring           
Transactions. Thereafter, each Debtor may operate its business and may use,     
acquire, and dispose of property free of any restrictions of the Bankruptcy     
Code, the Bankruptcy Rules, and the Bankruptcy Court. As of the Effective       
Date, all property of each Debtor shall be free and clear of all Claims and     
Interests, except as specifically provided in the Plan or the Confirmation      
Order. Without limiting the generality of the foregoing, each Debtor may,       
without application to or approval by the Bankruptcy Court, pay fees that       
it incurs after the Effective Date for reasonable professional fees and         
expenses.                                                                       

5.9      Preservation Of Rights Of Action                     

Except as otherwise provided in this Plan or the Confirmation 
Order, or in any contract, instrument, release, indenture or other              
agreement entered into in connection with the Plan, in accordance with          
section 1123(b) of the Bankruptcy Code, the Reorganized Debtors shall           
retain and may enforce, sue on, settle, or compromise (or decline to do any     
of the foregoing) all Litigation Claims that the Debtors or the Estates may     
hold against any Person or entity. Each Debtor or its successor(s) may          
pursue such retained Litigation Claims as appropriate, in accordance with       
the best interests of the Reorganized Debtor or its successor(s) who hold       
such rights. Schedule 5.9 to the Plan contains a non- exclusive list of         
claims or causes of actions that the Debtors hold or may hold either in         
pending or potential litigation. The Debtors reserve their right to modify      
Schedule 5.9 to add or delete parties or causes of action, but disclaim any     
obligation to do so.                                                            

5.10     Effectuating Documents; Further Transactions         

    The Chief Executive Officer, chief financial officer, or any other
appropriate officer of ICG or any applicable Debtor, as the case may be,        
shall be authorized to execute, deliver, file, or record such contracts,        
instruments, releases, indentures, and other agreements or documents, and       
take such actions as may be necessary or appropriate to effectuate and          
further evidence the terms and conditions of the Plan. The secretary or         
assistant secretary of ICG or any applicable Debtor, as the case may be,        
shall be authorized to certify or attest to any of the foregoing actions.       

5.11     Exemption From Certain Transfer Taxes                

   Pursuant to section 1146(c) of the Bankruptcy Code, any transfers
from a Debtor to a Reorganized Debtor or any other Person or entity             
pursuant to the Plan in the United States shall not be subject to any           
document recording tax, stamp tax, conveyance fee, intangibles or similar       
tax, mortgage tax, stamp act, real estate transfer tax, mortgage recording      
tax or other similar tax or governmental assessment, and the Confirmation       
Order shall direct the appropriate state or local governmental officials or     
agents to forego the collection of any such tax or governmental assessment      
and to accept for filing and recordation any of the foregoing instruments       
or other documents without the payment of any such tax or governmental          
assessment.                                                                     

5.12     Releases and Related Matters                         

(a)      Releases by Debtors                

    As of the Effective Date, for good and valuable consideration, the
adequacy of which is hereby confirmed, the Debtors and Reorganized Debtors      
will be deemed to forever release, waive and discharge all claims,              
obligations, suits, judgments, damages, demands, debts, rights, causes of       
action and liabilities whatsoever in connection with or related to the          
Debtors and the Subsidiaries, the Chapter 11 Case or the Plan (other than       
the rights of the Debtors or Reorganized Debtors to enforce the Plan and        
the contracts, instruments, releases, indentures, and other agreements or       
documents delivered thereunder) whether liquidated or unliquidated, fixed       
or contingent, matured or unmatured, known or unknown, foreseen or              
unforseen, then existing or thereafter arising, in law, equity or otherwise     
that are based in whole or part on any act, omission, transaction, event or     
other occurrence taking place on or prior to the Effective Date in any way      
relating to the Debtors, the Reorganized Debtors or their Subsidiaries, the     
Chapter 11 Case or the Plan, and that may be asserted by or on behalf of        
the Debtors or their Estates or the Reorganized Debtors against (i) the         
Debtors' or Subsidiaries' present and former directors, officers,               
employees, agents and professionals as of the Petition Date or thereafter,      
(ii) the Creditors' Committee and its members, agents and professionals,        
and (iii) the Lenders, the agents under the Pre-Petition Credit Agreement,      
and their respective agents and professionals; provided that this release       
shall exclude Mr. Shelby Bryan unless Mr. Bryan executes a release in a         
form and substance acceptable to the Debtors that provides for a full           
release of any Claims or claims asserted or that could be asserted by Mr.       
Bryan or any of his affiliates against any Debtor or affiliate of any           
Debtor, and any present or former officer or director of any such entity.       

       (b)      Release by Holders of Claims and Interests

    As of the Effective Date, for good and valuable consideration, the
adequacy of which is hereby confirmed, each holder of a Claim or Interest       
that affirmatively elects to do so on its Ballot (which election shall be       
independent of the vote on the Plan), shall have agreed to forever release,     
waive and discharge all claims, obligations, suits, judgments, damages,         
demands, debts, rights, causes of action and liabilities whatsoever in          
connection with or related to the Debtors and the Subsidiaries, the Chapter     
11 Case or the Plan (other than the obligations of the Debtors or               
Reorganized Debtors to perform under the Plan and the contracts,                
instruments, releases, indentures, and other agreements or documents            
delivered thereunder) whether liquidated or unliquidated, fixed or              
contingent, matured or unmatured, known or unknown, foreseen or unforseen,      
then existing or thereafter arising, in law, equity or otherwise that are       
based in whole or part on any act, omission, transaction, event or other        
occurrence taking place on or prior to the Effective Date in any way            
relating to the Debtors, the Reorganized Debtors or their Subsidiaries, the     
Chapter 11 Case or the Plan, against (i) the Debtors and their                  
Subsidiaries, (ii) the Debtors' and their Subsidiaries' present and former      
directors, officers, employees, agents and professionals as of the Petition     
Date or thereafter, (iii) the Creditors' Committee and its members, agents      
and professionals, and (iv) the Lenders, the agents under the Pre-Petition      
Credit Agreement, and their respective agents and professionals                 

(c)      Injunction Related to Releases     

   As further provided in Article XII of this Plan, the Confirmation
Order will enjoin the prosecution, whether directly, derivatively or            
otherwise, of any claim, obligation, suit, judgment, damage, demand, debt,      
right, cause of action, liability or interest released, discharged or           
terminated pursuant to the Plan.                                                

5.13     Lucent Settlement                                    

  On the Effective Date, the Debtors and Lucent Technologies, Inc.
(together with its subsidiaries and affiliates, "Lucent") shall enter into      
the settlement agreement in substantially the form set forth on Plan            
Schedule 5.13, in full satisfaction of all claims and disputes between the      
parties arising out of agreements, acts or events in existence or occurring     
prior to the Effective Date.                                                    

5.14     Cisco Settlement                                     

On the Effective Date, the Debtors and Cisco Systems, Inc. and
Cisco Capital (collectively, "Cisco") shall enter into the settlement           
agreement in substantially the form set forth on Plan Schedule 5.14, in         
full satisfaction of all claims and disputes between the parties arising        
out of agreements, acts or events in existence or occurring prior to the        
Effective Date.                                                                 

5.15     Exit Financing                                       

On the Effective Date, Reorganized ICG shall enter into all   
necessary and appropriate documentation to obtain the Exit Financing, on        
substantially the terms and conditions set forth in Plan Exhibits G and H,      
in order to repay $25 million of the Secured Lender Claims and provide          
additional working capital to Reorganized ICG and its subsidiaries.             
Specifically:                                                                   

          (a) On the Effective Date, Reorganized ICG shall issue
the New Convertible Notes, pursuant to the terms and conditions set forth       
in Exhibit G to this Plan, to the parties identified therein. The issuance      
of the New Convertible Notes shall be in the aggregate principal amount of      
$40 million. The issuance of the New Convertible Notes and the distribution     
thereof shall not be exempt from registration under applicable securities       
laws pursuant to section 1145 of the Bankruptcy Code, and, accordingly,         
such securities will either have to be registered under the Securities Act      
or be issued and distributed pursuant to an exemption from registration         
other than under section 1145 of the Bankruptcy Code.                           

          (b) On the Effective Date, Reorganized ICG shall enter
into the $25 million New Senior Subordinated Term Loan arranged by Cerberus     
Capital Management L.P., pursuant to the terms and conditions set forth in      
Exhibit H to this Plan. The proceeds of the Senior Subordinated Term Loan       
shall be utilized to repay $25 million of the Secured Lender Claims. The        
issuance of the New Senior Subordinated Term Loan and the notes distributed     
on account thereof, as well as the warrants issued in connection therewith,     
shall not be exempt from registration under applicable securities laws          
pursuant to section 1145 of the Bankruptcy Code, and, accordingly, such         
securities will either have to be registered under the Securities Act or be     
issued and distributed pursuant to an exemption from registration other         
than under section 1145 of the Bankruptcy Code.                                 

ARTICLE VI    

SUBSTANTIVE CONSOLIDATION     

6.1      Substantive Consolidation                            

    The Plan does not provide for the substantive consolidation of the
Holdings Debtors and the Services Debtors. The Plan does, as set forth          
below, provide for the substantive consolidation of the Estates that            
comprise the Holdings Debtors, and the Estates that comprise the Services       
Debtors, respectively.                                                          

(a)      The Holdings Debtors               

The Plan is premised upon the substantive consolidation of the
Estates that comprise the Holdings Debtors only for purposes of the Plan,       
for voting, confirmation and distribution purposes. Except as set forth in      
Section 5.4, the Plan does not contemplate the merger or dissolution of any     
Debtor entity or the transfer or commingling of any asset of any Debtor. On     
the Effective Date, (a) all assets and liabilities of the Holdings Debtors      
shall be deemed merged or treated as though they were merged into and with      
the assets and liabilities of ICG Communications, Inc.; (b) no                  
distributions shall made under the Plan on account of Intercompany Claims;      
(c) no distributions shall be made under the Plan on account of Subsidiary      
Interests; and (d) all guarantees of the Debtors of the obligations of any      
other Debtor shall be deemed eliminated so that any claim against any           
Debtor and any guarantee thereof executed by any other Debtor and any joint     
or several liability of any of the Debtors shall be deemed to be one            
obligation of the consolidated Debtors. Such substantive consolidation          
(other than for purposes related to the Plan) shall not affect (i) the          
legal and corporate structures of the Reorganized Debtors, subject to the       
right of the Debtors or Reorganized ICG to effect Restructuring                 
Transactions as provided in Section 5.4 of the Plan, (ii) Intercompany          
Claims, (iii) Subsidiary Interests, and (iv) pre and post Commencement Date     
guarantees that are required to be maintained (x) in connection with            
executory contracts or unexpired leases that were entered into during the       
Chapter 11 Cases or that have been or will be assumed, or (y) pursuant to       
the Plan.                                                                       

(b)      The Services Debtors               

The Plan is premised upon the substantive consolidation of the
Estates that comprise the Services Debtors only for purposes of the Plan,       
for voting, confirmation and distribution purposes. Except as set forth in      
Section 5.4, the Plan does not contemplate the merger or dissolution of any     
Debtor entity or the transfer or commingling of any asset of any Debtor. On     
the Effective Date, (a) all assets and liabilities of the Services Debtors      
shall be deemed merged or treated as though they were merged into and with      
the assets and liabilities of ICG Services, Inc.; (b) no distributions          
shall made under the Plan on account of Intercompany Claims; (c) no             
distributions shall be made under the Plan on account of Subsidiary             
Interests; and (d) all guarantees of the Debtors of the obligations of any      
other Debtor shall be deemed eliminated so that any claim against any           
Debtor and any guarantee thereof executed by any other Debtor and any joint     
or several liability of any of the Debtors shall be deemed to be one            
obligation of the consolidated Debtors. Such substantive consolidation          
(other than for purposes related to the Plan) shall not affect (i) the          
legal and corporate structures of the Reorganized Debtors, subject to the       
right of the Debtors or Reorganized ICG to effect Restructuring                 
Transactions as provided in Section 5.4 of the Plan, (ii) Intercompany          
Claims, (iii) Subsidiary Interests, and (iv) pre and post Commencement Date     
guarantees that are required to be maintained (x) in connection with            
executory contracts or unexpired leases that were entered into during the       
Chapter 11 Cases or that have been or will be assumed, or (y) pursuant to       
the Plan.                                                                       

6.2      Order Granting Substantive Consolidation             

This Plan shall serve as a motion seeking entry of an order   
substantively consolidating the Chapter 11 Cases, as described and to the       
limited extend set forth in Section 6.1 above. Unless an objection to such      
substantive consolidation is made in writing by any creditor affected by        
the Plan as herein provided on or before five (5) days prior to the date        
that is fixed by the Court as the last date on which acceptances to this        
Plan may be received, or such other date as may be fixed by the Court, the      
substantive consolidation order (which may be the Confirmation Order) may       
be entered by the Court. In the event any such objections are timely filed,     
a hearing with respect thereto shall occur at the Confirmation Hearing.         

ARTICLE VII     

TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES     

7.1      Assumed Contracts And Leases                         

           (a) Except as otherwise provided in the Plan, or in any
contract, instrument, release, indenture or other agreement or document         
entered into in connection with the Plan, as of the Effective Date each         
Debtor shall be deemed to have assumed each executory contract and              
unexpired lease to which it is a party, including those listed on Schedule      
7.1 attached hereto, unless such contract or lease (i) was previously           
assumed or rejected by such Debtor, (ii) previously expired or terminated       
pursuant to its own terms, or (iii) is listed on Schedule 7.3 attached          
hereto as being an executory contract or unexpired lease to be rejected,        
provided, however, that the Debtors reserve their right, at any time prior      
to the Confirmation Date, to amend Schedule 7.1 to delete an unexpired          
lease or executory contract therefrom or add any unexpired lease or             
executory contract thereto. To the extent that an executory contract or         
unexpired lease is not listed on either Schedule 7.1 or Schedule 7.3, such      
executory contract or unexpired lease shall be deemed assumed as if such        
executory contract or lease had been included on Schedule 7.1. The              
Confirmation Order shall constitute an order of the Bankruptcy Court under      
section 365 of the Bankruptcy Code approving the contract and lease             
assumptions described above, as of the Effective Date.                          

           (b) Each executory contract and unexpired lease that is
assumed and relates to the use, ability to acquire, or occupancy of real        
property shall include (i) all modifications, amendments, supplements,          
restatements, or other agreements made directly or indirectly by any            
agreement, instrument, or other document that in any manner affect such         
executory contract or unexpired lease and (ii) all executory contracts or       
unexpired leases appurtenant to the premises, including all easements,          
licenses, permits, rights, privileges, immunities, options, rights of first     
refusal, powers, uses, usufructs, reciprocal easement agreements, vaults,       
tunnel or bridge agreements or franchises, and any other interests in real      
estate or rights in rem related to such premises, unless any of the             
foregoing agreements has been rejected pursuant to an order of the              
Bankruptcy Court.                                                               

             (c) To the extent that any of the Debtors' contracts with
its customers are executory contracts within the meaning of applicable law,     
such contracts shall be deemed assumed pursuant to Section 7.1(a) of this       
Plan. Due to the extremely large number of customer contracts, customer         
contracts are not listed on Schedule 7.1. A list of all of the Debtors'         
customer contracts is available at the Debtors' corporate headquarters, and     
will be made available upon request to the Debtors.                             

 7.2      Payments Related To Assumption Of Contracts and Leases

Any monetary amounts by which each executory contract and     
unexpired lease to be assumed pursuant to the Plan is in default shall be       
satisfied, under section 365(b)(1) of the Bankruptcy Code, at the option of     
the Debtor party to the contract or lease or the assignee of such Debtor        
party assuming such contract or lease, by Cure. If there is a dispute           
regarding (a) the nature or amount of any Cure, (b) the ability of any          
Reorganized Debtor or any assignee to provide "adequate assurance of future     
performance" (within the meaning of section 365 of the Bankruptcy Code)         
under the contract or lease to be assumed, or (c) any other matter              
pertaining to assumption, Cure shall occur following the entry of a Final       
Order resolving the dispute and approving the assumption or assumption and      
assignment, as the case may be; provided that if there is a dispute as to       
the amount of Cure or any requirement for adequate assurance of future          
performance that cannot be resolved consensually among the parties, the         
Debtors shall have the right to reject the contract or lease for a period       
of five (5) days after entry of a Final Order establishing a Cure amount in     
excess of that provided by the Debtors or any requirement for adequate          
assurance of future performance that is not acceptable to the Debtors. The      
Confirmation Order shall contain provisions providing for notices of            
proposed assumptions and proposed cure amounts to be sent to applicable         
third parties and for procedures for objecting thereto (which shall provide     
not less than twenty (20) days notice of such procedures and any deadlines      
pursuant thereto) and resolution of disputes by the Bankruptcy Court.           

7.3      Rejected Contracts and Leases                        

    On the Effective Date, each executory contract and unexpired lease
listed on Schedule 7.3 to this Plan shall be rejected pursuant to section       
365 of the Bankruptcy Code. Each contract or lease listed on Schedule 7.3       
shall be rejected only to the extent that any such contract or lease            
constitutes an executory contract or unexpired lease; provided, however,        
that the Debtors reserve their right, at any time prior to the Confirmation     
Date, to amend Schedule 7.3 to delete an unexpired lease or executory           
contract therefrom or add any unexpired lease or executory contract             
thereto. To the extent that an executory contract or unexpired lease is not     
listed on either Schedule 7.1 or Schedule 7.3, such executory contract or       
unexpired lease shall be deemed assumed as if such executory contract or        
lease had been included on Schedule 7.1. Listing a contract or lease on         
Schedule 7.1 or 7.3 shall not constitute an admission by ICG nor                
Reorganized ICG that such contract or lease is an executory contract or         
unexpired lease or that ICG or Reorganized ICG has any liability                
thereunder. The Confirmation Order shall constitute an order of the             
Bankruptcy Court approving such rejections, pursuant to section 365 of the      
Bankruptcy Code, as applicable, as of the Effective Date.                       

7.4      Rejection Damages Bar Date                           

  If the rejection by a Debtor, pursuant to the Plan or otherwise,
of an executory contract or unexpired lease results in a Claim, then such       
Claim shall be forever barred and shall not be enforceable against any          
Debtor or Reorganized Debtor or the properties of any of them unless a          
Proof of Claim is filed with the clerk of the Bankruptcy Court and served       
upon counsel to the Debtors, and counsel to the Creditors' Committee,           
within thirty (30) days after service of the earlier of (a) notice of the       
Confirmation Order, or (b) other notice that the executory contract or          
unexpired lease has been rejected.                                              

ARTICLE VIII    

PROVISIONS GOVERNING DISTRIBUTIONS    

    8.1      Distributions For Claims Allowed As Of The Effective Date

Except as otherwise provided herein or as ordered by the      
Bankruptcy Court, and subject to the provisions of Section 9.3 and 9.4 of       
this Plan, all distributions to holders of Allowed Claims as of the             
Effective Date shall be made on the Distribution Date. Distributions on         
account of Claims that first become Allowed Claims after the Effective Date     
shall be made pursuant to Section 9.4 of this Plan. Notwithstanding the         
date on which any distribution of New Securities is actually made to a          
holder of a Claim that is an Allowed Claim on the Effective Date, as of the     
date of the distribution of such securities such holder shall be deemed to      
have the rights of a holder as of the Effective Date.                           

8.2      Interest On Claims                                   

Unless otherwise specifically provided for in this Plan or the
Confirmation Order, or required by applicable bankruptcy law, post-petition     
interest shall not accrue or be paid on Claims, and no holder of a Claim        
shall be entitled to interest accruing on or after the Petition Date on any     
Claim. Interest shall not accrue or be paid upon any Disputed Claim in          
respect of the period from the Petition Date to the date a final                
distribution is made thereon if and after such Disputed Claim becomes an        
Allowed Claim.                                                                  

8.3      Distributions by Disbursing Agent                    

           (a) Except as set forth in Section 8.3(c) of this Plan,
the Disbursing Agent shall make all distributions required under this Plan.     

             (b) If the Disbursing Agent is an independent third party
designated by the Reorganized Debtors to serve in such capacity, such           
Disbursing Agent shall receive, without further Bankruptcy Court approval,      
reasonable compensation for distribution services rendered pursuant to the      
Plan and reimbursement of reasonable out-of-pocket expenses incurred in         
connection with such services from the Reorganized Debtors on terms             
acceptable to the Reorganized Debtors. No Disbursing Agent shall be             
required to give any bond or surety or other security for the performance       
of its duties unless otherwise ordered by the Bankruptcy Court.                 

            (c) Distributions to holders of Old Note Claims shall be
made by the respective Indenture Trustees. In full satisfaction of the          
Claims of Indenture Trustees for services under the Old Indentures,             
including Claims secured by the Indenture Trustees' charging liens under        
the Old Indentures, the Indenture Trustees will receive Cash equal to the       
amount of the Indenture Trustees' reasonable fees and expenses.                 
Distributions to be made to holders of Claims shall not be reduced on           
account of the payment to the Indenture Trustee fees and expenses. On or as     
soon as practicable after the Effective Date and without further                
application to the Bankruptcy Court or amendment to its Proof of Claim,         
Reorganized ICG will pay to each Indenture Trustee, in full satisfaction of     
such Indenture Trustee's reasonable fees and expenses, Cash in an amount        
equal to the amount of such fees and expenses of the Indenture Trustee. Any     
disputes as to the reasonableness of such fees and expenses shall be            
resolved by the Bankruptcy Court. Upon full satisfaction of the Indenture       
Trustees' fees and expenses, the Indenture Trustees' charging liens shall       
be released.                                                                    

       8.4     Record Date For Distributions To Holders Of Lender Claims and
Old Notes                                                                       

At the close of business on the Distribution Record Date, the 
transfer records for the Old Notes and Lender Claims shall be closed, and       
there shall be no further changes in the record holders of the Old Notes or     
Lender Claims. None of Reorganized ICG, the Disbursing Agent, nor the           
administrative agent for the Lenders shall have any obligation to recognize     
any transfer of such Old Notes or Lender Claims occurring after the             
Distribution Record Date and shall be entitled instead to recognize and         
deal for all purposes hereunder with only those record holders as of the        
close of business on the Distribution Record Date.                              

8.5      Means Of Cash Payment                                

  Cash payments made pursuant to this Plan shall be in U.S. funds,
by the means agreed to by the payor and the payee, including by check or        
wire transfer, or, in the absence of an agreement, such commercially            
reasonable manner as the payor shall determine in its sole discretion.          

      8.6     Calculation Of Distribution Amounts Of New Common Shares and
New Holdings Creditor Warrants                                                  

No fractional shares of New Common Shares or fractional New   
Holdings Creditor Warrants shall be issued or distributed under the Plan or     
by Reorganized ICG or the Disbursing Agent. Each Person entitled to receive     
New Common Shares or New Holdings Creditor Warrants will receive the total      
number of whole shares of New Common Shares and New Holdings Creditor           
Warrants to which such Person is entitled. Whenever any distribution to a       
particular Person would otherwise call for distribution of a fraction of a      
share of New Common Shares or fractional New Holdings Creditor Warrants,        
the actual distribution of shares or warrants shall be rounded to the next      
higher or lower whole number as follows: (a) fractions one-half (1/2) or        
greater shall be rounded to the next higher whole number, and (b) fractions     
of less than one-half (1/2) shall be rounded to the next lower whole            
number. No consideration shall be provided in lieu of fractional shares or      
warrants that are rounded down.                                                 

8.7      Delivery Of Distributions                            

 Distributions to holders of Allowed Claims shall be made by the
Disbursing Agent (or Indenture Trustees) (a) at the addresses set forth on      
the Proofs of Claim filed by such holders (or at the last known addresses       
of such holders if no Proof of Claim is filed or if the Debtors have been       
notified of a change of address), (b) at the addresses set forth in any         
written notices of address changes delivered to the Disbursing Agent after      
the date of any related Proof of Claim, (c) at the addresses reflected in       
the Schedules if no Proof of Claim has been filed and the Disbursing Agent      
has not received a written notice of a change of address, or (d) in the         
case of the holder of an Allowed Old Note Claim, at the addresses contained     
in the official records of the indenture trustee under the Old Indenture,       
or (e) at the addresses set forth in a properly completed letter of             
transmittal accompanying securities properly remitted to the Debtors. If        
any holder's distribution is returned as undeliverable, no further              
distributions to such holder shall be made unless and until the Disbursing      
Agent is notified of such holder's then current address, at which time all      
missed distributions shall be made to such holder without interest. Amounts     
in respect of undeliverable distributions made by the Disbursing Agent,         
shall be returned to the Reorganized Debtors until such distributions are       
claimed. All claims for undeliverable distributions made by the Disbursing      
Agent must be made on or before the first (1st) anniversary of the              
Effective Date, after which date all unclaimed property shall revert to the     
Reorganized Debtors free of any restrictions thereon and the claims of any      
holder or successor to such holder with respect to such property shall be       
discharged and forever barred, notwithstanding any federal or state escheat     
laws to the contrary. Nothing contained in the Plan shall require the           
Debtors, Reorganized Debtors, any Disbursing Agent or the Indenture Trustee     
to attempt to locate any holder of an Allowed Claim.                            

8.8      Surrender of Securities and Instruments              

(a)      Old Notes                          

    Except as provided in Section 8.8(b) of the Plan for lost, stolen,
mutilated or destroyed Old Notes, each holder of an Allowed Claim evidenced     
by an Old Note shall tender such Old Note to the respective Indenture           
Trustee in accordance with written instructions to be provided in a letter      
of transmittal to such holders by the Indenture Trustee as promptly as          
practicable following the Effective Date. Such letter of transmittal shall      
specify that delivery of such Old Notes will be effected, and risk of loss      
and title thereto will pass, only upon the proper delivery of such Old          
Notes with the letter of transmittal in accordance with such instructions.      
Such letter of transmittal shall also include, among other provisions,          
customary provisions with respect to the authority of the holder of the         
applicable Old Note to act and the authenticity of any signatures required      
on the letter of transmittal. All surrendered notes and Old Notes shall be      
marked as canceled and delivered by the respective Indenture Trustee to         
Reorganized ICG.                                                                

           (b)      Lost, Stolen, Mutilated or Destroyed Old Notes

  In addition to any requirements under the applicable certificate
or articles of incorporation or by-laws of the applicable Debtor, any           
holder of a Claim evidenced by an Old Note that has been lost, stolen,          
mutilated or destroyed shall, in lieu of surrendering such Old Note,            
deliver to the Indenture Trustee: (i) evidence satisfactory to the              
respective Indenture Trustee of the loss, theft, mutilation or destruction;     
and (ii) such indemnity as may be required by the respective Indenture          
Trustee to hold the Indenture Trustee harmless from any damages,                
liabilities or costs incurred in treating such individual as a holder of an     
Old Note that has been lost, stolen, mutilated or destroyed. Upon               
compliance with this Section 8.8(b) by a holder of a Claim evidenced by an      
Old Note, such holder shall, for all purposes under the Plan, be deemed to      
have surrendered its Old Note, as applicable.                                   

    (c)      Failure to Surrender Canceled Old Notes

   Any holder of an Old Note that fails to surrender or be deemed to
have surrendered such note or Old Note before the first (1st) anniversary       
of the Effective Date shall have its claim for a distribution on account of     
such Old Note discharged and shall be forever barred from asserting any         
such claim against any Reorganized Debtor or their respective property.         

8.9      Withholding And Reporting Requirements               

   In connection with this Plan and all distributions hereunder, the
Disbursing Agent shall, to the extent applicable, comply with all tax           
withholding and reporting requirements imposed by any federal, state,           
provincial, local, or foreign taxing authority, and all distributions           
hereunder shall be subject to any such withholding and reporting                
requirements. The Disbursing Agent shall be authorized to take any and all      
actions that may be necessary or appropriate to comply with such                
withholding and reporting requirements. Notwithstanding any other provision     
of the Plan: (a) each holder of an Allowed Claim that is to receive a           
distribution of New Securities pursuant to the Plan shall have sole and         
exclusive responsibility for the satisfaction and payment of any tax            
obligations imposed by any governmental unit, including income, withholding     
and other tax obligations, on account of such distribution, and (b) no          
distribution shall be made to or on behalf of such holder pursuant to the       
Plan unless and until such holder has made arrangements satisfactory to the     
Disbursing Agent for the payment and satisfaction of such tax obligations.      
Any New Securities to be distributed pursuant to the Plan shall, pending        
the implementation of such arrangements, be treated as an undeliverable         
distribution pursuant to Section 8.7 of this Plan.                              

8.10     Setoffs                                              

    The Reorganized Debtors may, but shall not be required to, set off
against any Claim, and the payments or other distributions to be made           
pursuant to the Plan in respect of such Claim, claims of any nature             
whatsoever that the Debtors or Reorganized Debtors may have against the         
holder of such Claim; provided, however, that neither the failure to do so      
nor the allowance of any Claim hereunder shall constitute a waiver or           
release by the Reorganized Debtors of any such claim that the Debtors or        
Reorganized Debtors may have against such holder.                               

ARTICLE IX    

PROCEDURES FOR RESOLVING DISPUTED, CONTINGENT, AND UNLIQUIDATED CLAIMS AND    
DISTRIBUTIONS WITH RESPECT THERETO    

9.1      Prosecution Of Objections to Claims                  

(a)      Objections to Claims               

  All objections to Claims must be filed and served on the holders
of such Claims by the Claims Objection Deadline. If an objection has not        
been filed to a Proof of Claim or a scheduled Claim by the Claims Objection     
Deadline, the Claim to which the Proof of Claim or scheduled Claim relates      
will be treated as an Allowed Claim if such Claim has not been allowed          
earlier.                                                                        

(b)      Authority to Prosecute Objections  

               (i) After the Confirmation Date, only the
Reorganized Debtors will have the authority to file objections, settle,         
compromise, withdraw or litigate to judgment objections to Claims,              
including Claims for reclamation under section 546(c) of the Bankruptcy         
Code. Except as provided below, from and after the Effective Date, the          
Reorganized Debtors may settle or compromise any Disputed Claim without         
approval of the Bankruptcy Court.                                               

                     (ii) On or before the last Business Day of each
month or as otherwise agreed in writing by the Creditors' Committee or the      
Claims Resolution Committee, as set forth in Section 12.18, the Reorganized     
Debtors will provide counsel to the Claims Resolution Committee with            
written notice of each Disputed Claim that has been settled or compromised      
in the prior month, other than such settlements or compromises that fall        
within the parameters of settlement guidelines to be agreed to by the           
Debtors and the Creditors' Committee or the Claims Resolution Committee.        
Within ten (10) days after the receipt of such notice, the Claims               
Resolution Committee will provide the Reorganized Debtors with written          
notice of any such settlements or compromises with which it does not            
concur. If the Reorganized Debtors and the Claims Resolution Committee          
cannot reach agreement with respect to any such settlement or compromise,       
the Claims Resolution Committee will be permitted to file and serve on the      
Reorganized Debtors an objection to the reasonableness of such settlement       
or compromise by the last Business Day of the month following the month in      
which the Claims Resolution Committee received written notice of the            
settlement or compromise, or such later date as may be agreed by the            
Reorganized Debtors, with the reasonableness of such settlement or              
compromise to be determined by the Bankruptcy Court. If the Claims              
Resolution Committee does not provide a written notice and file and serve       
an objection as specified in this Section with respect to any particular        
settlement or compromise, then such settlement or compromise will be deemed     
resolved on the terms and subject to the conditions agreed to by the            
Reorganized Debtors. The Reorganized Debtors and the Claims Resolution          
Committee may modify the foregoing procedures by a writing executed by          
both.                                                                           

9.2      Treatment of Disputed Claims                         

  Notwithstanding any other provisions of the Plan, no payments or
distributions will be made on account of a Disputed Claim, or, if less than     
the entire Claim is a Disputed Claim, the portion of a Claim that is            
disputed, until such Claim becomes an Allowed Claim.                            

9.3      Disputed Claims Reserves                             

Prior to making any distributions of the New Common Shares to 
holders of Allowed Claims in either Class H-4 or S-4, or New Holdings           
Creditor Warrants to holders of Allowed Claims in Class H-4, the Disbursing     
Agent shall establish appropriate reserves for Disputed Claims in such          
Classes, respectively, to withhold from any such distributions 100% of          
distributions to which holders of Disputed Claims in such Classes would be      
entitled under the Plan as of such date if such Disputed Claims were            
Allowed Claims in their Disputed Claim Amount. The Disbursing Agent shall       
also establish appropriate reserves for Disputed Claims in other Classes,       
as it determines necessary and appropriate.                                     

    9.4      Distributions on Account of Disputed Claims Once They Are
Allowed and Additional Distributions on Account of Previously Allowed Claims    

   On each Quarterly Distribution Date, the Reorganized Debtors will
make distributions from the Disputed Claims reserves (a) on account of any      
Disputed Claim that has become an Allowed Claim during the preceding            
calendar quarter and (b) on account of previously Allowed Claims, of            
property that would have been distributed to such Claim holders on the          
dates distributions previously were made to holders of Allowed Claims had       
the Disputed Claims that have become Allowed Claims been Allowed on such        
dates. Such distributions will be made pursuant to the provisions of the        
Plan governing the applicable Class. Holders of such claims that are            
ultimately Allowed will also be entitled to receive, on the basis of the        
amount ultimately allowed, the amount of any dividends or other                 
distributions, if any, received on account of the shares of New Common          
Shares between the Effective Date and the date such shares are distributed      
to such Claim holder.                                                           

ARTICLE X     

CONDITIONS PRECEDENT TO CONFIRMATION    
AND CONSUMMATION OF THE PLAN    

10.1     Conditions To Confirmation                           

 The following are conditions precedent to the occurrence of the
Confirmation Date: (a) the entry of an order finding that the Disclosure        
Statement contains adequate information pursuant to section 1125 of the         
Bankruptcy Code and (b) the proposed Confirmation Order shall be in form        
and substance reasonably acceptable to the Debtors and majority of the          
members of the Creditors' Committee that vote in favor of the Plan.             

10.2     Conditions To Effective Date                         

 The following are conditions precedent to the occurrence of the
Effective Date, each of which must be satisfied or waived in accordance         
with Section 10.3 of this Plan:                                                 

          (a) The Confirmation Order shall have been entered and
become a Final Order in form and substance reasonably satisfactory to the       
Debtors and the majority of the members of the Creditors' Committee that        
vote in favor of the Plan and shall:                                            

                  (i) provide that the Debtors and Reorganized
Debtors are authorized and directed to take all actions necessary or            
appropriate to enter into, implement and consummate the contracts,              
instruments, releases, leases, indentures and other agreements or documents     
created in connection with the Plan or the Restructuring Transactions;          

                    (ii) authorize the issuance of New Securities;
and                                                                             

                  (iii) provide that the New Securities issued
under the Plan in exchange for Claims against the Debtors are exempt from       
registration under the Securities Act of 1933 pursuant to section 1145 of       
the Bankruptcy Code, except to the extent that holders of the New               
Securities are "issuers" or "underwriters," as those terms are defined in       
section 1145 of the Bankruptcy Code.                                            

         (b) The Debtors shall have entered into (i) a revised
credit agreement and related documentation governing the New Secured Notes,     
(ii) final documentation of the New Senior Subordinated Term Loan, (iii)        
final documentation of the New Convertible Notes, and (iv) final                
documentation governing the New Holdings Creditor Warrants, each in form        
and substance reasonably satisfactory to ICG, the Agent under the               
Pre-Petition Credit Agreement, and the majority of the members of the           
Creditors' Committee that vote in favor of the Plan.                            

        (c) All Plan Exhibits shall be in form and substance
reasonably acceptable to the Debtors and the majority of the members of the     
Creditors' Committee that vote in favor of the Plan, and shall have been        
executed and delivered.                                                         

          (d) All actions, documents and agreements necessary to
implement the Plan shall have been effected or executed.                        

10.3     Waiver Of Conditions                                 

  Each of the conditions set forth in Section 10.2 of the Plan may
be waived in whole or in part by the Debtors, with the consent of the           
majority of the members of the Creditors' Committee that vote in favor of       
the Plan (and the Agent under the Pre-Petition Credit Agreement with            
respect to the condition set forth in Section 10.2(b) of this Plan), which      
consent shall not be unreasonable withheld. The failure to satisfy or waive     
any condition to the Effective Date may be asserted by the Debtors or           
Reorganized Debtors regardless of the circumstances giving rise to the          
failure of such condition to be satisfied (including any action or inaction     
by a Debtor or Reorganized Debtor). The failure of a Debtor or Reorganized      
Debtor to exercise any of the foregoing rights shall not be deemed a waiver     
of any other rights, and each such right shall be deemed an ongoing right       
that may be asserted at any time.                                               

ARTICLE XI    

RETENTION OF JURISDICTION     

Under sections 105(a) and 1142 of the Bankruptcy Code, and    
notwithstanding entry of the Confirmation Order and occurrence of the           
Effective Date, the Bankruptcy Court shall retain exclusive jurisdiction        
over all matters arising out of, and related to, the Chapter 11 Case and        
the Plan to the fullest extent permitted by law, including, among other         
things, jurisdiction to:                                                        

        (a) Allow, disallow, determine, liquidate, classify,
estimate or establish the priority or secured or unsecured status of any        
Claim or Interest not otherwise allowed under the Plan, including the           
resolution of any request for payment of any Administrative Claim and the       
resolution of any objections to the allowance or priority of Claims or          
Interests;                                                                      

            (b) Hear and determine all applications for compensation
and reimbursement of expenses of Professionals under the Plan or under          
sections 330, 331, 503(b), 1103 and 1129(a)(4) of the Bankruptcy Code;          
provided, however, that from and after the Effective Date, the payment of       
the fees and expenses of the retained Professionals of the Reorganized          
Debtors shall be made in the ordinary course of business and shall not be       
subject to the approval of the Bankruptcy Court;                                

          (c) Hear and determine all matters with respect to the
assumption or rejection of any executory contract or unexpired lease to         
which a Debtor is a party or with respect to which a Debtor may be liable,      
including, if necessary, the nature or amount of any required Cure or the       
liquidation or allowance of any Claims arising therefrom;                       

        (d) Effectuate performance of and payments under the
provisions of the Plan;                                                         

             (e) Hear and determine any and all adversary proceedings,
motions, applications, and contested or litigated matters arising out of,       
under, or related to, the Chapter 11 Case;                                      

            (f) Enter such orders as may be necessary or appropriate
to execute, implement, or consummate the provisions of the Plan and all         
contracts, instruments, releases, and other agreements or documents created     
in connection with the Plan, the Disclosure Statement or the Confirmation       
Order;                                                                          

         (g) Hear and determine disputes arising in connection
with the interpretation, implementation, consummation, or enforcement of        
the Plan, including disputes arising under agreements, documents or             
instruments executed in connection with the Plan;                               

        (h) Consider any modifications of the Plan, cure any
defect or omission, or reconcile any inconsistency in any order of the          
Bankruptcy Court, including, without limitation, the Confirmation Order;        

            (i) Issue injunctions, enter and implement other orders,
or take such other actions as may be necessary or appropriate to restrain       
interference by any entity with implementation, consummation, or                
enforcement of the Plan or the Confirmation Order;                              

           (j) Enter and implement such orders as may be necessary
or appropriate if the Confirmation Order is for any reason reversed,            
stayed, revoked, modified, or vacated;                                          

            (k) Hear and determine any matters arising in connection
with or relating to the Plan, the Disclosure Statement, the Confirmation        
Order, or any contract, instrument, release, or other agreement or document     
created in connection with the Plan, the Disclosure Statement or the            
Confirmation Order;                                                             

             (l) Enforce all orders, judgments, injunctions, releases,
exculpations, indemnifications and rulings entered in connection with the       
Chapter 11 Case;                                                                

       (m) Except as otherwise limited herein, recover all
assets of the Debtors and property of the Debtors' Estates, wherever            
located;                                                                        

           (n) Hear and determine matters concerning state, local,
and federal taxes in accordance with sections 346, 505, and 1146 of the         
Bankruptcy Code;                                                                

     (o) Hear and determine all disputes involving the
existence, nature, or scope of the Debtors' discharge;                          

       (p) Hear and determine such other matters as may be
provided in the Confirmation Order or as may be authorized under, or not        
inconsistent with, provisions of the Bankruptcy Code; and                       

         (q) Enter a final decree closing the Chapter 11 Case.

ARTICLE XII     

MISCELLANEOUS PROVISIONS    

12.1     Professional Fee Claims                              

All final requests for compensation or reimbursement of       
Professional Fees pursuant to sections 327, 328, 330, 331, 503(b) or 1103       
of the Bankruptcy Code for services rendered to the Creditors' Committee        
prior to the Effective Date and Substantial Contribution Claims under           
section 503(b)(4) of the Bankruptcy Code must be filed and served on the        
Reorganized Debtors and their counsel no later than forty-five (45) days        
after the Effective Date, unless otherwise ordered by the Bankruptcy Court.     
Objections to applications of such Professionals or other entities for          
compensation or reimbursement of expenses must be filed and served on the       
Reorganized Debtors and their counsel and the requesting Professional or        
other entity no later than thirty (30) days (or such longer period as may       
be allowed by order of the Bankruptcy Court) after the date on which the        
applicable application for compensation or reimbursement was served.            

12.2     Administrative Claims Bar Date                       

    All requests for payment of an Administrative Claim (other than as
set forth in Sections 3.1 and 12.1 of this Plan) must be filed with the         
Bankruptcy Court and served on counsel for the Debtors and counsel for the      
Creditors' Committee no later than thirty (30) days after the Effective         
Date. Unless the Debtors object to an Administrative Claim within               
forty-five (45) Business Days after receipt, such Administrative Claim          
shall be deemed allowed in the amount requested. In the event that the          
Debtors object to an Administrative Claim, the Bankruptcy Court shall           
determine the Allowed amount of such Administrative Claim. Notwithstanding      
the foregoing, no request for payment of an Administrative Claim need be        
filed with respect to an Administrative Claim which is paid or payable by a     
Debtor in the ordinary course of business.                                      

12.3     Payment Of Statutory Fees                            

All fees payable pursuant to Section 1930 of Title 28 of the  
United States Code, as determined by the Bankruptcy Court at the                
Confirmation shall be paid on or before the Effective Date.                     

12.4     Modifications and Amendments                         

The Debtors may alter, amend, or modify the Plan or any Plan  
Exhibit under section 1127(a) of the Bankruptcy Code at any time prior to       
the Confirmation Date. After the Confirmation Date and prior to substantial     
consummation of the Plan, as defined in section 1101(2) of the Bankruptcy       
Code, the Debtors may, under section 1127(b) of the Bankruptcy Code,            
institute proceedings in the Bankruptcy Court to remedy any defect or           
omission or reconcile any inconsistencies in the Plan, the Disclosure           
Statement, or the Confirmation Order, and such matters as may be necessary      
to carry out the purposes and effects of the Plan and such proceedings do       
not materially adversely affect the treatment of holders of Claims under        
the Plan; provided, however, that prior notice of such proceedings shall be     
served in accordance with the Bankruptcy Rules or order of the Bankruptcy       
Court.                                                                          

12.5     Severability Of Plan Provisions                      

 If, prior to Confirmation, any term or provision of the Plan is
held by the Bankruptcy Court to be invalid, void or unenforceable, the          
Bankruptcy Court, at the request of any Debtor, shall have the power to         
alter and interpret such term or provision to make it valid or enforceable      
to the maximum extent practicable, consistent with the original purpose of      
the term or provision held to be invalid, void or unenforceable, and such       
term or provision shall then be applicable as altered or interpreted.           
Notwithstanding any such holding, alteration or interpretation, the             
remainder of the terms and provisions of the Plan shall remain in full          
force and effect and shall in no way be affected, impaired or invalidated       
by such holding, alteration or interpretation. The Confirmation Order shall     
constitute a judicial determination and shall provide that each term and        
provision of the Plan, as it may have been altered or interpreted in            
accordance with the foregoing, is valid and enforceable pursuant to its         
terms.                                                                          

12.6     Successors And Assigns                               

The rights, benefits and obligations of any entity named or   
referred to in the Plan shall be binding on, and shall inure to the benefit     
of, any heir, executor, administrator, successor or assign of such entity.      

12.7     Compromises and Settlements                          

   Pursuant to Fed. R. Bankr. P. 9019(a), the Debtors may compromise
and settle various Claims against them and/or claims that they may have         
against other Persons. The Debtors expressly reserve the right (with            
Bankruptcy Court approval, following appropriate notice and opportunity for     
a hearing) to compromise and settle Claims against them and claims that         
they may have against other Persons up to and including the Effective Date.     

      12.8     Releases And Satisfaction Of Subordination and Other Rights

 All Claims of the holders of the Secured Lender Claims, and the
Old Note Claims against the Debtors and all rights and claims between or        
among such holders relating in any manner whatsoever to any claimed             
subordination rights or rights to assert Claims that are owned by any of        
the Debtors or their Estates against any other Debtor or third party, shall     
be deemed satisfied by the distributions under, described in, contemplated      
by, and/or implemented in Section 3.3 of this Plan. Distributions under,        
described in, contemplated by, and/or implemented by this Plan to the           
various Classes of Claims hereunder shall not be subject to levy,               
garnishment, attachment, or like legal process by any holder of a Claim,        
including, but not limited to, holders of Secured Lender Claims and Old         
Note Claims, by reason of any claimed subordination rights or otherwise, so     
that each holder of a Claim shall have and receive the benefit of the           
distributions in the manner set forth in the Plan.                              

12.9     Discharge Of The Debtors                             

     (a) Except as otherwise provided herein or in the
Confirmation Order, all consideration distributed under the Plan shall be       
in exchange for, and in complete satisfaction, settlement, discharge, and       
release of, all Claims of any nature whatsoever against the Debtors or any      
of their assets or properties, and, and regardless of whether any property      
shall have been distributed or retained pursuant to the Plan on account of      
such Claims, upon the Effective Date, the Debtors, and each of them, shall      
(i) be deemed discharged and released under section 1141(d)(1)(A) of the        
Bankruptcy Code from any and all Claims, including, but not limited to,         
demands and liabilities that arose before the Confirmation Date, and all        
debts of the kind specified in sections 502(g), 502(h) or 502(i) of the         
Bankruptcy Code, whether or not (a) a Proof of Claim based upon such debt       
is filed or deemed filed under section 501 of the Bankruptcy Code, (b) a        
Claim based upon such debt is Allowed under section 502 of the Bankruptcy       
Code, or (c) the holder of a Claim based upon such debt accepted the Plan,      
and (ii) terminate all ICG Interests.                                           

          (b) As of the Confirmation Date, except as provided in
the Plan or the Confirmation Order, all entities shall be precluded from        
asserting against the Debtors or the Reorganized Debtors, any other or          
further claims, debts, rights, causes of action, liabilities or equity          
interests relating to the Debtors based upon any act, omission, transaction     
or other activity of any nature that occurred prior to the Confirmation         
Date. In accordance with the foregoing, except as provided in the Plan or       
the Confirmation Order, the Confirmation Order shall be a judicial              
determination of discharge of all such Claims and other debts and               
liabilities against the Debtors and termination of all                          
ICG Interests, pursuant to sections 524 and 1141 of the Bankruptcy Code,        
and such discharge shall void any judgment obtained against the Debtors at      
any time, to the extent that such judgment relates to a discharged Claim or     
terminated Interest.                                                            

12.10    Injunction                                           

          (a) Except as provided in the Plan or the Confirmation
Order, as of the Confirmation Date, all entities that have held, currently      
hold or may hold a Claim or other debt or liability that is discharged or       
an Interest or other right of an equity security holder that is terminated      
pursuant to the terms of the Plan are permanently enjoined from taking any      
of the following actions against the Debtors, Reorganized Debtors or their      
property on account of any such discharged Claims, debts or liabilities or      
terminated Interests or rights: (i) commencing or continuing, in any manner     
or in any place, any action or other proceeding; (ii) enforcing, attaching,     
collecting or recovering in any manner any judgment, award, decree or           
order; (iii) creating, perfecting or enforcing any lien or encumbrance;         
(iv) asserting a setoff, right of subrogation or recoupment of any kind         
against any debt, liability or obligation due to the Debtors; and (v)           
commencing or continuing any action, in any manner, in any place that does      
not comply with or is inconsistent with the provisions of the Plan.             

        (b) As of the Effective Date, all entities that have
held, currently hold or may hold a Claim, demand, debt, right, cause of         
action or liability that is released pursuant to Section 5.12 or 12.11 of       
this Plan are permanently enjoined from taking any of the following actions     
on account of such released Claims, obligations, suits, judgments, damages,     
demands, debts, rights, causes of action or liabilities: (i) commencing or      
continuing in any manner any action or other proceeding; (ii) enforcing,        
attaching, collecting or recovering in any manner any judgment, award,          
decree or order; (iii) creating, perfecting or enforcing any lien or            
encumbrance: (iv) asserting a setoff, right of subrogation or recoupment of     
any kind against any debt, liability or obligation due to any released          
entity; and (v) commencing or continuing any action, in any manner, in any      
place that does not comply with or is inconsistent with the provisions of       
the Plan.                                                                       

            (c) By accepting distribution pursuant to the Plan, each
holder of an Allowed Claim or Allowed Interest receiving distributions          
pursuant to the Plan will be deemed to have specifically consented to the       
injunctions set forth in this Section 12.10.                                    

12.11    Exculpation And Limitation Of Liability              

         (a) None of the Debtors, the Reorganized Debtors, the
Creditors' Committee, the Claims Resolution Committee, the Indenture            
Trustees, or the Lenders, nor any of their respective present or former         
members, officers, directors, employees, advisors, or attorneys shall have      
or incur any liability to any holder of a Claim or an Interest, or any          
other party in interest, or any of their respective agents, employees,          
representatives, financial advisors, attorneys, or affiliates, or any of        
their successors or assigns, for any act or omission in connection with,        
relating to, or arising out of, the Chapter 11 Case, formulating,               
negotiating or implementing the Plan, the solicitation of acceptances of        
the Plan, the pursuit of confirmation of the Plan, the confirmation of the      
Plan, the consummation of the Plan, or the administration of the Plan or        
the property to be distributed under the Plan, except for their gross           
negligence or willful misconduct, and in all respects shall be entitled to      
reasonably rely upon the advice of counsel with respect to their duties and     
responsibilities under the Plan.                                                

            (b) Notwithstanding any other provision of this Plan, no
holder of a Claim or Interest, no other party in interest, none of their        
respective agents, employees, representatives, financial advisors,              
attorneys, or affiliates, and no successors or assigns of the foregoing,        
shall have any right of action against any Debtor or Reorganized Debtor,        
nor any statutory committee, nor any of their respective present or former      
members, officers, directors, employees, advisors or attorneys, for any act     
or omission in connection with, relating to, or arising out of, the Chapter     
11 Case, formulating, negotiating or implementing the Plan, solicitation of     
acceptances of the Plan, the pursuit of confirmation of the Plan, the           
consummation of the Plan, the confirmation of the Plan, or the                  
administration of the Plan or the property to be distributed under the          
Plan, except for their gross negligence or willful misconduct.                  

   (c) Reorganized ICG shall indemnify each Person
exculpated pursuant to this Section 12.11 against, hold each such Person        
harmless from, and reimburse each such Person for, any and all losses,          
costs, expenses (including attorneys' fees and expenses), liabilities and       
damages sustained by such Person arising from any liability described in        
this Section 12.11.                                                             

             (d) The foregoing exculpation and limitation on liability
shall not, however, limit, abridge, or otherwise affect the rights, if any,     
of the Reorganized Debtors to enforce, sue on, settle, or compromise the        
Litigation Claims retained pursuant to Sections 5.8 and 5.9 of this Plan.       

12.12    Binding Effect                                       

The Plan shall be binding upon and inure to the benefit of the
Debtors, all present and former holders of Claims against and Interests in      
the Debtors, their respective successors and assigns, including, but not        
limited to, the Reorganized Debtors, and all other parties-in-interest in       
this Chapter 11 Case.                                                           

12.13    Revocation, Withdrawal, Or Non-Consummation          

 The Debtors reserve the right to revoke or withdraw the Plan at
any time prior to the Effective Date and to file subsequent plans of            
reorganization. If the Debtors revoke or withdraw the Plan, or if               
Confirmation or consummation does not occur, then (a) the Plan shall be         
null and void in all respects, (b) any settlement or compromise embodied in     
the Plan (including the fixing or limiting to an amount certain any Claim       
or Class of Claims), assumption or rejection of executory contracts or          
leases effected by the Plan, and any document or agreement executed             
pursuant to the Plan shall be deemed null and void, and (c) nothing             
contained in the Plan, and no acts taken in preparation for consummation of     
the Plan, shall (x) constitute or be deemed to constitute a waiver or           
release of any Claims by or against, or any Interests in, any Debtor or any     
other Person, (y) prejudice in any manner the rights of any Debtor or any       
Person in any further proceedings involving a Debtor, or (z) constitute an      
admission of any sort by any Debtor or any other Person.                        

12.14    Plan Exhibits                                        

  Any and all Plan Exhibits, or other lists or schedules not filed
with the Plan shall be filed with the Clerk of the Bankruptcy Court at          
least five (5) Business Days prior to date of the commencement of the           
Confirmation Hearing. Upon such filing, such documents may be inspected in      
the office of the Clerk of the Bankruptcy Court during normal court hours.      
Holders of Claims or Interests may obtain a copy of any such document upon      
written request to the Debtors in accordance with Section 12.15 of the          
Plan.                                                                           

12.15    Notices                                              

    Any notice, request, or demand required or permitted to be made or
provided to or upon a Debtor or Reorganized Debtor under the Plan shall be      
(a) in writing, (b) served by (i) certified mail, return receipt requested,     
(ii) hand delivery, (iii) overnight delivery service, (iv) first class          
mail, or (v) facsimile transmission, and (b) deemed to have been duly given     
or made when actually delivered or, in the case of notice by facsimile          
transmission, when received and telephonically confirmed, addressed as          
follows:                                                                        

ICG COMMUNICATIONS, INC., et al.                              
161 Inverness Drive West                                      
Englewood, Colorado  80112                                    
Att'n: Bernard L. Zuroff, Esq.                                
Telephone:        (303) 414-5872                              
Facsimile:        (304) 414-8869                              

with a copy to:                                               

SKADDEN, ARPS, SLATE, MEAGHER & FLOM (ILLINOIS)               
333 West Wacker Drive                                         
Chicago, Illinois  60606-1285                                 
Att'n:     Timothy R. Pohl, Esq.                              
Rena M. Samole, Esq.                    
Telephone:        (312) 407-0700                              
Facsimile:        (312) 407-0411                              

with a copy to:                                               

CHAIM J. FORTGANG, ESQ.                                       
Hippodrome Center                                             
1120 Avenue of the Americas, Suite 4024                       
New York, NY 10036                                            
Telephone:        (212) 626-6710                              
Facsimile:        (212) 626-6711                              

WACHTELL, LIPTON, ROSEN & KATZ                                
51 West 52nd Street                                           
New York, NY  10019                                           
Attn:    Richard G. Mason, Esq.                               
Telephone:        (212) 403-1000                              
Facsimile:        (212) 403-2000                              

SHEARMAN & STERLING                                           
599 Lexington Avenue                                          
New York, NY  10002                                           
Attn:    Mark J. Shapiro, Esq.                                
Telephone: (212) 848-8195                                     
Facsimile: (212) 848-7179                                     

12.16    Indemnification and Related Matters                  

(a)      Third-Party Indemnification                          

Indemnification Obligations owed to any present or former     
professionals or advisors of the Debtors arising out of acts that occurred      
prior to the Petition Date, including, without limitation, accountants,         
auditors, financial consultants, underwriters, or attorneys, shall be           
deemed to be, and shall be treated as though they are, executory contracts      
that are rejected pursuant to section 365 of the Bankruptcy Code under this     
Plan.                                                                           

        (b)      Indemnification of Debtors' Directors, Officers and Employees

Reorganized ICG shall provide standard and customary          
indemnification for all officers and directors (as of the Petition Date and     
thereafter) for all actions or events occurring after the Petition Date.        
Indemnification Obligations to present and former officers and directors        
for actions or events occurring prior to the Petition Date shall be limited     
to director and officer liability insurance coverage; provided however that     
all Indemnification Obligations to members of the Special Committee,            
including for actions or events occurring prior to the Petition Date, shall     
be deemed to be, and shall be treated as though they are, executory             
contracts that are assumed pursuant to section 365 of the Bankruptcy Code.      
In addition, Reorganized ICG shall indemnify present and former officers        
and directors for all legal fees and expenses and shall advance all such        
fees and expenses, as well as any insurance deductibles (if applicable),        
related to any claims or lawsuits for any actions or events occurring prior     
to the Petition Date. Reorganized ICG shall also reimburse the Special          
Committee and its members for all legal fees and expenses incurred by them      
in connection with the Chapter 11 Cases and the Plan.                           

12.17    Prepayment                                           

    Except as otherwise provided in this Plan, any ancillary documents
entered into in connection therewith, or the Confirmation Order, the            
Debtors shall have the right to prepay, without penalty, all or any portion     
of an Allowed Claim at any time; provided, however, that any such               
prepayment shall not be violative of, or otherwise prejudice, the relative      
priorities and parities among the classes of Claims.                            

       12.18    Dissolution of the Creditors' Committee and Establishment of
the Claims Resolution Committee                                                 

(a)      Creditors' Committee               

   On the Effective Date, the Creditors' Committee will dissolve and
its members will be released and discharged from all duties and obligations     
arising from or related to the Chapter 11 Cases. The Professionals retained     
by the Creditors' Committee and the members thereof will not be entitled to     
compensation or reimburse ment of expenses for any services rendered after      
the Effective Date.                                                             

(b)      Claims Resolution Committee        

                        (i)      Function and Composition of the Committee

On the Effective Date, the Claims Resolution Committee will be
established. Its sole functions will be: (A) to review and (to the extent       
it deems necessary or appropriate) object to applications for allowance of      
compensation and reimbursement of expenses for Professionals filed before       
or after the Effective Date, (B) to monitor the Reorganized Debtors'            
progress in (x) reconciling and resolving Disputed Claims and (y) making        
distributions on account of such Claims once resolved and (C) to review and     
assert objections to the reasonable ness of settlements and compromises of      
such Claims, pursuant to Section 9.1. The Claims Resolution Committee will      
consist of three holders of Class H-4 and S-4 Claims who sit on the             
Creditors' Committee as of the Effective Date or other persons selected by      
the Creditors' Committee.                                                       

   (ii)     Committee Procedures

The Claims Resolution Committee will adopt by-laws that will  
control its functions. These by-laws, unless modified by the Claims             
Resolution Committee, will provide the following: (A) a majority of the         
Claims Resolution Committee will constitute a quorum, (B) one member of the     
Claims Resolution Committee will be designated by the majority of its           
members as its chairperson, (C) meetings of the Claims Resolution Committee     
will be called by its chairperson on such notice and in such manner as its      
chairperson may deem advisable and (D) the Claims Resolution Committee will     
function by decisions made by a majority of its members in attendance at        
any meeting.                                                                    

                 (iii)    Employment of Professionals by the
Committee and Reimbursement of Committee Members                                

  The Claims Resolution Committee will be authorized to retain and
employ counsel and other profession als to assist with the claims               
reconciliation process. The role of the Claims Resolution Committee's           
professionals will be strictly limited to assisting the committee in its        
functions as set forth herein. The Reorganized Debtors will pay the actual,     
necessary, reasonable and documented fees and expenses of the professionals     
retained by the Claims Resolution Committee, as well as the actual,             
necessary, reasonable and documented expenses incurred by each committee        
member in the performance of its duties upon the monthly submission of          
bills to the Reorganized Debtors and the members of the Claims Resolution       
Committee. If no objection to payment is received within 30 days following      
delivery of the bill, the bill (or its undisputed portion) will be paid by      
the Reorganized Debtors. Other than as specified in the preceding sentence,     
(or as agreed by the Debtors and the Creditors' Committee or Claims             
Resolution Committee, or ordered by the Bankruptcy Court) the members of        
the Claims Resolution Committee will serve without compensation. If there       
is any unresolved dispute between the Reorganized Debtors and the Claims        
Resolution Committee, its professionals or a member thereof as to any fees      
or expenses, such dispute will be submitted to the Bankruptcy Court for         
resolution.                                                                     

           (iv)     Dissolution of the Committee

Subject to further order of the Bankruptcy Court, the Claims  
Resolution Committee will dissolve on the date that an officer of               
Reorganized ICG files and serves on counsel to the Claims Resolution            
Committee by overnight delivery service or facsimile transmission a             
certification that the aggregate Face Amount of the remaining Disputed          
Claims in Classes H-4 and S-4, in the aggregate, is equal to or less than       
$25 million, or on the date that any objection filed to such certification      
is resolved by the Bankruptcy Court such that the aggregate Face Amount of      
the remaining Disputed Claims in Classes H-4 and S-4, in the aggregate, is      
equal to or less than $25 million. The Claims Resolution Committee may file     
and serve on the Reorganized Debtors an objection to the certification          
within ten (10) days of receipt thereof, with the issue of the aggregate        
Face Amount of remaining Disputed Claims to be determined by the Bankruptcy     
Court. The professionals retained by the Claims Resolution Committee and        
the members of the committee will not be entitled to compensation or            
reimbursement of expenses for any services rendered after the date of           
dissolution of the committee. Notwithstanding the foregoing, the Claims         
Resolution Committee will not dissolve until orders regarding final             
requests for compensation by professionals become Final Orders and until        
the Confirmation Order becomes a Final Order.                                   

12.19    Term Of Injunctions Or Stays                         

    Unless otherwise provided herein or in the Confirmation Order, all
injunctions or stays provided for in the Chapter 11 Case under sections 105     
or 362 of the Bankruptcy Code or otherwise, and extant on the Confirmation      
Date (excluding any injunctions or stays contained in this Plan or the          
Confirmation Order), shall remain in full force and effect until the            
Effective Date.                                                                 

Dated as of: April 3, 2002                                                      

ICG COMMUNICATIONS, INC.
                            (for itself and on behalf of the Subsidiary Debtors)

  By:  /s/ Randall E. Curran
                                 -----------------------------------------------
  Name:    Randall E. Curran
               Title:   Chief Executive Officer of ICG
              Communications, Inc.

SKADDEN, ARPS, SLATE, MEAGHER & FLOM (ILLINOIS)                                 

Timothy R. Pohl                                                                 
Rena M. Samole                                                                  
333 W. Wacker Drive                                                             
Chicago, Illinois 60606-1285                                                    
(312) 407-0700,                                                                 

SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP                                        

/s/ Gregg M. Galardi                                                            
--------------------------------------------------------                        
Gregg M. Galardi                                                                
One Rodney Square                                                               
P.O. Box 636                                                                    
Wilmington, Delaware 19899-0636                                                 
(302) 651-3000                                                                  

Attorneys for ICG Communications, Inc., et al.                                  

                                                              PLAN EXHIBIT A

FORM OF ARTICLES OF INCORPORATION OF REORGANIZED ICG    
----------------------------------------------------    

AMENDED AND RESTATED    

CERTIFICATE OF INCORPORATION    

OF    

ICG COMMUNICATIONS, INC.    

--------------------------------    

         1. The name of the corporation is ICG Communications,
Inc.                                                                            

          2. The original Certificate of Incorporation was filed
with the Secretary of State of the State of Delaware on April 11, 1996.         

             3. A Certificate of Designation of Rights and Preferences
of the Preferred Stock Mandatorily Redeemable 2009 was filed on September       
25, 1997, a Certificate of Designation of the Series A Preferred Stock was      
Filed on April 7, 2001 and an Amendment to the Certificate of Incorporation     
was filed on June 8, 2000.                                                      

        4. This Restated Certificate of Incorporation, which
amends and restates the Certificate of Incorporation, as amended, is being      
filed in connection with the Corporation's reorganization plan, dated as of     
April 3, 2002, (as such plan may be amended, supplemented, or modified from     
time to time (the "Reorganization Plan")), and was duly adopted in              
accordance with the provisions of sections 242, 245, and 303 of the General     
Corporation Law of the State of Delaware ("Delaware General Corporation         
Law"). The Reorganization Plan was confirmed on , 2002, by the United           
States Bankruptcy Court for the District of Delaware.                           

          5. The text of the Certificate of Incorporation of the
corporation is hereby amended and restated so as to read in its entirety as     
follows:                                                                        

             FIRST: The name of the corporation is ICG Communications,
Inc. (hereinafter called the "Corporation").                                    

       SECOND: The address of the Corporation's registered
office in the State of Delaware is the Corporate Service Company, 2711          
Centerville Road, Suite 400, Wilmington, Delaware 19808. The name of its        
registered agent, is the Corporate Service Company, 2711 Centerville Road,      
Suite 400, Wilmington, Delaware 19808.                                          

       THIRD: The nature of the business or purposes to be
conducted or promoted by the Corporation are to engage in any lawful act or     
activity for which corporations may be organized under the Delaware General     
Corporation Law.                                                                

         FOURTH: The total number of shares of stock which the
Corporation shall have authority to issue is One Hundred and One Million        
(101,000,000) shares, of which one hundred million (100,000,000) shares         
shall be Common Stock of the par value of one cent ($.01) per share             
(hereinafter called "Common Stock"), and one million (1,000,000) shares         
shall be Preferred Stock of the par value of one cent ($.01) per share          
(hereinafter called "Preferred Stock").                                         

    A.       Provisions relating to Preferred Stock.
            --------------------------------------

             Shares of Preferred Stock may be issued from time to time
in series, and the Board of Directors of the Corporation is hereby              
authorized, subject to the limitations provided by law, to establish and        
designate one or more series of the Preferred Stock, to fix the number of       
shares constituting each series, and to fix the designa tions, powers,          
preferences and relative, participating, optional or other special rights,      
and qualifications, limitations or restrictions thereof, of each series and     
the variations and the relative rights, preferences and limitations as          
between series, and to increase and to decrease the number of shares            
constituting each series. The authority of the Board of Directors of the        
Corporation with respect to each series shall include, but shall not be         
limited to, the authority to determine the following:                           

(i) The designation of such series;         

         (ii) The number of shares initially constituting such
series;                                                                         

             (iii) The increase, and the decrease to a number not less
than the number of the outstanding shares of such series, of the number of      
shares constituting such series theretofore fixed;                              

           (iv) The rate or rates, and the conditions upon and the
times at which dividends on the shares of such series shall be paid, the        
preference or relation which such dividends shall bear to the dividends         
payable on any other class or classes or on any other series of stock of        
the Corporation, and whether or not such dividends shall be cumulative,         
and, if such dividends shall be cumulative, the date or dates from and          
after which they shall accumulate;                                              

         (v) Whether or not the shares of such series shall be
redeemable and, if such shares shall be redeemable, the terms and               
conditions of such redemption, including, but not limited to, the date or       
dates upon or after which such shares shall be redeemable and the amount        
per share which shall be payable upon such redemption, which amount may         
vary under different conditions and at different redemption dates;              

         (vi) The rights to which the holders of the shares of
such series shall be entitled upon the voluntary or involuntary                 
liquidation, dissolution or winding up of, or upon any distribution of the      
assets of, the Corporation, which rights may be different in the case of a      
voluntary liquidation, dissolution or winding up than in the case of such       
an involuntary event;                                                           

          (vii) Whether or not a sinking fund or a purchase fund
shall be provided for the redemption or purchase of the shares of such          
series and, if such a sinking fund or purchase fund shall be provided, the      
terms and conditions thereof;                                                   

            (viii) Whether or not the shares of such series shall be
convertible into, or exchangeable for, shares of any other class or classes     
or any other series of the same or any other class or classes of stock of       
the Corporation and, if provision be made for conversion or exchange, the       
terms and conditions of conversion or exchange, including, but not limited      
to, any provision for the adjustment of the conversion or exchange rate or      
the conversion or exchange price; and                                           

   (ix) Any other relative rights, preferences and
limitations.                                                                    

 B.       Provisions relating to Common Stock.
         -----------------------------------

   (i) Subject to the preferential dividend rights
applicable to shares of the Preferred Stock, as determined by the Board of      
Directors of the Corporation pursuant to the provisions of part A of this       
Article FOURTH, the holders of shares of the Common Stock shall be entitled     
to receive such dividends as may be declared by the Board of Directors of       
the Corporation.                                                                

           (ii) Subject to the preferential liquidation rights and
except as determined by the Board of Directors of the Corporation pursuant      
to the provisions of part A of this Article FOURTH, in the event of any         
voluntary or involuntary liquidation, dissolution or winding up of, or any      
distribution of the assets of, the Corporation, the holders of shares of        
the Common Stock shall be entitled to receive all of the assets of the          
Corporation available for distribution to its stockholders ratably in           
proportion to the number of shares of the Common Stock held by them.            

        (iii) Except as otherwise determined by the Board of
Directors of the Corporation pursuant to the provisions of part A of this       
Article FOURTH subject to the provisions of Article FIFTH, the holders of       
shares of the Common Stock shall be entitled to vote on all matters at all      
meetings of the stockholders of the Corporation, and shall be entitled to       
one vote for each share of the Common Stock entitled to vote at such            
meeting, voting together with the holders of the Preferred Stock who are        
entitled to vote, and not as a separate class.                                  

        FIFTH: The Corporation shall not issue any nonvoting
equity securities to the extent prohibited by section 1123 of title 11 of       
the United States Code (the "Bankruptcy Code") as in effect on the              
effective date of the Reorganization Plan; provided, however, that this         
Article FIFTH (a) will have no further force and effect beyond that             
required under section 1123 of the Bankruptcy Code, (b) will have such          
force and effect, if any, only for so long as such section of the               
Bankruptcy Code is in effect and applicable to the Corporation, and (c) in      
all events may be amended or eliminated in accordance with such applicable      
law as from time to time may be in effect.                                      

             SIXTH: The number of directors which shall constitute the
whole Board of Directors shall not be less than three (3) nor more than ten     
(10). The initial Board of Directors shall consist of nine (9) persons.         
Except for the initial directors, the term of office of directors shall         
expire at the next annual meeting of stockhold ers after their election and     
in all cases as to each director until his successor shall be elected and       
shall qualify or until his earlier resignation, removal from office, death      
or incapacity. The term of office of the initial directors shall expire at      
the 2004 Annual Meeting of Stockholders. At each annual meeting of              
stockholders, the number of directors equal to the number of directors          
whose term expires at the time of such meeting shall be elected to hold         
office until the next annual meeting of stockholders after their election.      
The election of directors need not occur by written ballot.                     

           SEVENTH: All corporate powers shall be exercised by the
Board of Directors, except as otherwise provided by statute or by this          
Certificate of Incorporation, or any amendment thereof, or by the Amended       
and Restated By-Laws of the Corporation (the "By-Laws"). The Board of           
Directors shall have the power to make, alter, amend or repeal the By-Laws,     
except to the extent that the By-Laws otherwise provide.                        

      EIGHTH: A director of the Corporation shall not be
personally liable to the Corporation or its stockholders for monetary           
damages for breach of fiduciary duty as a director, except for liability        
(i) for any breach of the director's duty of loyalty to the Corporation or      
its stockholders, (ii) for acts or omissions not in good faith or which         
involve intentional misconduct or a knowing violation of law, (iii) under       
Section 174 of the Delaware General Corporation Law, or (iv) for any            
transaction from which the director derived any improper personal benefit.      
If the Delaware General Corporation Law is hereafter amended to authorize       
corporate action further eliminating or limiting the personal liability of      
directors, then the liability of a director of the Corporation shall be         
eliminated or limited to the fullest extent permitted by the Delaware           
General Corporation Law, as so amended.                                         

            Any repeal or modification of the foregoing paragraph by
the stockholders of the Corporation shall not adversely affect any right or     
protection of a director of the Corporation existing at the time of such        
repeal or modification.                                                         

           NINTH: Whenever a compromise or arrangement is proposed
between this Corporation and its creditors or any class of them and/or          
between this Corporation and its stockholders or any class of them, any         
court of equitable jurisdiction within the State of Delaware may, on the        
application in a summary way of this Corporation or of any creditor or          
stockholder thereof or on the application of any receiver or receivers          
appointed for this Corporation under the provisions of Section 291 of Title     
8 of the Delaware Code or on the application of trustees in dissolution or      
of any receiver or receivers appointed for this Corporation under the           
provisions of Section 279 of Title 8 of the Delaware Code, order a meeting      
of the creditors or class of creditors, and/or of the stockholders or           
class of stockholders of this Corporation, as the case may be, to be            
summoned in such manner as the said court directs. If a majority in number      
representing three-fourths in value of the creditors or class of creditors,     
and for of the stockholders or class of stockholders of this Corporation,       
as the case may be, agree to any compromise or arrangement and to any           
reorganization of this Corporation as a consequence of such compromise or       
arrangement, the said compromise or arrangement and the said reorganization     
shall, if sanctioned by the court to which the said application has been        
made, be binding on all the creditors or class of creditors, and/or on all      
the stockholders or class of stockholders, of this Corporation, as the case     
may be, and also on this Corporation.                                           

          TENTH: The Corporation, shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened,        
pending or completed action, suit or proceeding, whether civil, criminal,       
administrative or investigative, or by or in the right of the Corporation       
to procure judgment in its favor, by reason of the fact that he is or was a     
director, officer, employee or agent of the Corporation, or is or was           
serving at the request of the Corporation as a director, officer, employee      
or agent of another corporation, partnership, joint venture, trust or other     
enterprise, against expenses (including attorneys' fees), judgments, fines      
and amounts paid in settlement actually and reasonably incurred by him in       
connection with such action, suit or proceeding if he acted in good faith       
and in a manner be reasonably believed to be in or not opposed to the best      
interests of the Corporation, in accordance with and to the full extent         
permitted by applicable law. Expenses (including attorneys' fees) incurred      
in defending any civil, criminal, administrative or investigative action,       
suit or proceeding may be paid by the Corporation in advance of the final       
disposition of such action, suit or proceeding as authorized by the Board       
of Directors in the specific case upon receipt of an undertaking by or on       
behalf of the director, officer, employee or agent to repay such amount         
unless it shall ultimately be determined that he is entitled to be              
indemnified by the Corporation as authorized in this section. The               
indemnification provided by this section shall not be deemed exclusive of       
any other rights to which those seeking indemnification may be entitled         
under these Articles or any agreement or vote of stockholders or                
disinterested directors or otherwise, both as to action in his official         
capacity and as to action in another capacity while holding such office,        
and shall continue as to a person who has ceased to be a director, officer,     
employee or agent and shall inure to the benefit of the heirs, executors        
and administrators of such a person.                                            

            ELEVENTH: The Corporation reserves the right to amend or
repeal any provisions contained in this Certificate of Incorporation from       
time to time and at any time in the manner now or hereafter prescribed by       
the law of the State of Delaware, and all rights herein conferred upon          
stockholders, directors and officers are subject to this reserved power.        

                IN WITNESS WHEREOF, ICG Communications, Inc. has caused this
Amended and Restated Certificate of Incorporation to be signed by [          ], 
and attested by [                       ], its [                    ],          
this [                     ], 2002.                                             

                                        ICG COMMUNICATIONS, INC.

                                               By:____________________________
                               Name:
                                Title:

Attest:                                                                         

By:                                                                             
-------------------------------                                       
Name:                                                           
Title:                                                          

                                                        PLAN EXHIBIT B

FORM OF BY-LAWS OF REORGANIZED ICG    
-----------------------------------   

RESTATED BY-LAWS    

OF    

ICG COMMUNICATIONS, INC.    

(a Delaware corporation)    

ARTICLE I     

Stockholders' Meetings; Voting    

   Section 1.1 Annual Meetings. Annual meetings of
stockholders shall be held on the date and at such time and place either        
within or without the State of Delaware as shall be designated from time to     
time by the Board of Directors and stated in the notice of meeting. The         
first annual meetings of stockholders shall occur not later than June 15,       
2003. At the annual meetings, the stockholders shall elect the number of        
directors equal to the number of directors whose term expires at such           
meetings to hold office until the next annual meeting of stockholders after     
their election. Any other proper business may be transacted at the annual       
meeting.                                                                        

     Section 1.2 Special Meetings. Special meetings of
stockholders may be called at any time by the Chairman of the Board, the        
Chief Executive Officer or a majority of the directors, to be held at such      
date, time and place either within or without the State of Delaware as may      
be stated in the notice of the meeting.                                         

             Section 1.3 Notice of Meetings. Whenever stockholders are
required or permitted to take any action at a meeting, a written notice of      
the meeting shall be given which shall state the place, date and hour of        
the meeting and, in the case of a special meeting, the purpose or purposes      
for which the meeting is called. Unless otherwise provided by law, the          
written notice of any meeting shall be given not less than ten nor more         
than sixty days before the date of the meeting to each stockholder entitled     
to vote at such meeting. If mailed, such notice shall be deemed to be given     
when deposited in the United States mail, postage prepaid, directed to the      
stockholder at his address as it appears on the records of the Corporation.     
The Corporation shall, at the written request of any stockholder, cause         
such notice to such stockholder to be confirmed to such other address           
and/or by such other means as such stockholder may reasonably request,          
provided that if such written request is received after the date any such       
notice is mailed, such request shall be effective for subsequent notices        
only. Unless the Delaware General Corporation Law or the Certificate of         
Incorporation require otherwise, the Corporation is required to give notice     
only to stockholders entitled to vote at the meeting.                           

          Section 1.4 Adjournments. Any meeting of stockholders,
annual or special, may adjourn from time to time to reconvene at the same       
or some other place, and notice need not be given of any such adjourned         
meeting if the time and place thereof are announced at the meeting at which     
the adjournment is taken. At the adjourned meeting the Corporation may          
transact any business which might have been transacted at the original          
meeting. If the adjournment is for more than thirty days, or if after the       
adjournment a new record date is fixed for the adjourned meeting, a notice      
of the adjourned meeting shall be given to each stockholder of record           
entitled to vote at the meeting.                                                

        Section 1.5 Quorum. At each meeting of stockholders,
except where otherwise provided by law or the Certificate of Incorporation      
or these By-Laws, the holders of one-third of the outstanding shares of         
each class of stock entitled to vote at the meeting, present in person or       
represented by proxy, shall constitute a quorum. With respect to any matter     
on which stockholders vote separately as a class, the holders of one-third      
of the outstanding shares of such class shall constitute a quorum for a         
meeting with respect to such matter. Two or more classes or series of stock     
shall be considered a single class for purposes of determining existence of     
a quorum for any matter to be acted on if the holders thereof are entitled      
or required to vote together as a single class at the meeting on such           
matter. In the absence of a quorum the stockholders so present may, by          
majority vote, adjourn the meeting from time to time in the manner provided     
by Section 1.4 of these By-Laws until a quorum shall attend.                    

            Section 1.6 Organization. Meetings of stockholders shall
be presided over by the Chairman of the Board, or in his absence by the         
Chief Executive Officer, or in his absence by the President, or in his          
absence by an Executive Vice President, or in the absence of the foregoing      
persons by a chairman designated by the Board of Directors, or in the           
absence of such designation by a chairman chosen at the meeting. The            
Secretary shall act as secretary of the meeting, but in his absence the         
chairman of the meeting may appoint any person to act as secretary of the       
meeting.                                                                        

             Section 1.7 Voting; Proxies. Unless otherwise provided in
the Certificate of Incorporation, each stockholder entitled to vote at any      
meeting of stockholders shall be entitled to one vote for each share of         
stock held by him which has voting power upon the matter in question. Each      
stockholder entitled to vote at a meeting of stockholders or to express         
consent or dissent to corporate action in writing without a meeting may         
authorize another person or persons to act for him by proxy, but no such        
proxy shall be voted or acted upon after three years from its date, unless      
the proxy provides for a longer period. A duly executed proxy shall be          
irrevocable if it states that it is irrevocable and if, and only as long        
as, it is coupled with an interest sufficient in law to support an              
irrevocable power. A stockholder may revoke any proxy which is not              
irrevocable by attending the meeting and voting in person or by filing an       
instrument in writing revoking the proxy or another duly executed proxy         
bearing a later date with the Secretary of the Corporation. Voting at           
meetings of stockholders need not be by written ballot and need not be          
conducted by inspectors unless the holders of a majority of the outstanding     
shares of any class of stock entitled to vote thereon present in person or      
by proxy at such meeting shall so determine. At all meetings of                 
stockholders for the election of directors, such election and all other         
elections and questions shall, unless otherwise provided by law or by the       
Certificate of Incorporation or these By-Laws, be decided by the vote of        
the holders of a majority of the outstanding shares of all classes of stock     
entitled to vote thereon present in person or by proxy at the meeting,          
voting as a single class.                                                       

             Section 1.8 Fixing Date for Determination of Stockholders
of Record. In order that the Corporation may determine the stockholders         
entitled to notice of or to vote at any meeting of stockholders or any          
adjournment thereof, or to express consent to corporate action in writing       
without a meeting, or entitled to receive payment of any dividend or other      
distribution or allotment of any rights, or entitled to exercise any rights     
in respect of any change, conversion or exchange of stock or for the            
purpose of any other lawful action, the Board of Directors may fix, in          
advance, a record date, which shall not be more than sixty nor less than        
ten days before the date of such meeting, nor more than sixty days prior to     
any other action. If no record date is fixed: (1) the record date for           
determining stockholders entitled to notice of or to vote at a meeting of       
stockholders shall be at the close of business on the day next preceding        
the day on which notice is given, or, if notice is waived, at the close of      
business on the day next preceding the day on which the meeting is held;        
(2) the record date for determining stockholders entitled to express            
consent to corporate action in writing without a meeting, when no prior         
action by the Board is necessary, shall be the day on which the first           
written consent is expressed; and (3) the record date for determining           
stockholders for any other purpose shall be at the close of business on the     
day on which the Board adopts the resolution relating thereto. A                
determination of stockholders of record entitled to notice of or to vote at     
a meeting of stockholders shall apply to any adjournment of the meeting;        
provided, however, that the Board may fix a new record date for the             
adjourned meeting.                                                              

          Section 1.9 List of Stockholders Entitled to Vote. The
Secretary shall prepare and make, at least ten days before every meeting of     
stockholders, a complete list of the stockholders entitled to vote at the       
meeting, arranged in alphabetical order, and showing the address of each        
stockholder and the number of shares registered in the name of each             
stockholder. Such list shall be open to the examination of any stockholder,     
for any purpose germane to the meeting, during ordinary business hours, for     
a period of at least ten days prior to the meeting, either at a place           
within the city where the meeting is to be held, which place shall be           
specified in the notice of the meeting, or, if not so specified, at the         
place where the meeting is to be held. The list shall also be produced and      
kept at the time and place of the meeting during the whole time thereof and     
may be inspected by any stockholder who is present.                             

            Section 1.10 Consent of Stockholders in Lieu of Meeting.
To the extent provided by any statute at the time in force, whenever the        
vote of stockholders at a meeting thereof is required or permitted to be        
taken for or in connection with any corporate action, by any statute, by        
the Certificate of Incorporation or by these By-Laws, the meeting and prior     
notice thereof and vote of stockholders may be dispensed with if the            
holders of outstanding stock having not less than the minimum number of         
votes that would be necessary to authorize or take such action at a meeting     
at which all shares entitled to vote thereon were present and voted shall       
consent in writing to such corporate action without a meeting by less than      
unanimous written consent and notice thereof shall be given to those            
stockholders who have not consented in writing.                                 

             Section 1.11 Shares Held by Nominees. The Corporation may
establish a procedure by which the beneficial owner of shares that are          
registered in the name of a nominee is recognized by the Corporation as a       
stockholder. The extent of this recognition may be determined in the            
procedure thus established.                                                     

ARTICLE II    

Board of Directors    

            Section 2.1 Powers; Number; Qualifications. The business
and affairs of the Corporation shall be managed by or under the direction       
of the Board of Directors, except as may be otherwise provided by law or in     
the Certificate of Incorporation. The initial Board of Directors shall          
consist of nine (9) persons. Five of the initial directors shall be             
appointed by Cerberus Capital Management Co., L.P.. Two of the initial          
directors shall be appointed by W.R. Huff Asset Management Co., L.L.C.. One     
of the initial directors shall be appointed by the Company's Creditors'         
Committee. The Chief Executive Officer of the Corporation shall also serve      
as a director of the Company and shall act as Chairman of the Board of          
Directors. All of the initial directors proposed by Cerberus Capital            
Management, LP and W.R. Huff Asset Management Co., L.L.C. shall be              
reasonably acceptable to the Chief Executive Officer and the Creditors'         
Committee. The authority of Cerberus Capital Management, LP and W.R. Huff       
Asset Management Co., L.L.C. to appoint future directors shall be set forth     
in the Certificate of Designation Rights and Preferences of _________,          
dated ________, 2002. The number of directors which shall constitute the        
whole Board of Directors shall not be less than three (3) nor more than ten     
(10). Within such limits, the number of directors may be fixed from time to     
time by vote of the stockholders or of the Board of Directors, at any           
regular or special meeting, subject to the provisions of the Certificate of     
Incorporation.                                                                  

        Section 2.2 Election; Term of Office. Except for the
initial directors, the term of office of directors shall expire at each         
annual meeting of stockholders and in all cases, as to each director until      
his successor shall be elected and shall qualify or until his earlier           
resignation, removal from office, death or incapacity. The term of office       
of all initial directors shall expire at the 2004 Annual Meeting of             
Stockholders. At each annual meeting of stockholders following such initial     
election, the number of directors equal to the number of directors whose        
term expires at the time of such meeting shall be elected to hold office        
until the next annual meeting of stockholders after their election and          
until his successor is elected and qualified or until his earlier               
resignation or removal, except as provided in the Certificate of                
Incorporation.                                                                  

        Section 2.3 Resignation; Removal; Vacancies; Special
Elections. Any director may resign at any time upon written notice to the       
Board of Directors or to the Chairman of the Board or to the Chief              
Executive Officer of the Corporation. Such resignation shall take effect at     
the time specified therein, and unless otherwise specified therein no           
acceptance of such resignation shall be necessary to make it effective. Any     
director may be removed with or without cause at any time upon the              
affirmative vote of a majority of the total number of directors. If any         
vacancies shall occur in the Board of Directors, by reason of death,            
resignation, removal or otherwise, or if the authorized number of directors     
shall be increased, the directors then in office shall continue to act, and     
such vacancies may be filled by a majority of the directors then in office,     
though less than a quorum; provided, however, that whenever the holders of      
any class or classes of stock or series thereof are entitled to elect one       
or more directors by the provisions of the Certificate of Incorporation,        
vacancies and newly created directorships of such class or classes or           
series shall be filled by a majority of the directors elected by such class     
or classes or series thereof then in office though less than a quorum or by     
a sole remaining director so elected. Any such vacancies or newly created       
directorships may also be filled upon the affirmative vote of the holders       
of a majority of the outstanding shares of stock of the Corporation             
entitled to vote for the election of directors, given at a special meeting      
of the stockholders called for the purpose. Each director chosen to fill a      
vacancy shall hold office until the next annual election at which directors     
are to be elected and until his successor shall be duly elected and shall       
qualify, or until his earlier death, resignation or removal.                    

         Section 2.4 Regular Meetings. Regular meetings of the
Board of Directors may be held at such places within or without the State       
of Delaware and at such times as the Board may from time to time determine,     
and if so determined notice thereof need not be given.                          

         Section 2.5 Special Meetings. Special meetings of the
Board of Directors may be held at any time or place within or without the       
State of Delaware whenever called by the Chairman of the Board, by the          
Chief Executive Officer or by any two directors. Reasonable notice thereof      
shall be given by the person or persons calling the meeting.                    

           Section 2.6 Notice of Meetings. Regular meetings of the
Board of Directors may be held without notice of the date, time, place, or      
purpose of the meeting. Written, or oral, notice of the time and place          
shall be given for special meetings in sufficient time for the convenient       
assembly of the directors thereat. The notice of any meeting need not           
describe the purpose of the meeting. A director may waive any notice before     
or after the date and time of the meeting stated in the notice. A               
director's attendance at or participation in a meeting waives any required      
notice to him or her of the meeting unless: the director at the beginning       
of the meeting, or promptly upon his or her arrival, objects to holding the     
meeting or transacting business at the meeting because of lack of notice or     
defective notice and does not thereafter vote for or assent to action taken     
at the meeting. Except as hereinbefore provided, a waiver shall be in           
writing, signed by the director entitled to the notice, and filed with the      
minutes or corporate records.                                                   

     Section 2.7 Telephonic Meetings Permitted. Unless
otherwise restricted by the Certificate of Incorporation or these By-Laws,      
any member of the Board of Directors, or any committee designated by the        
Board, may participate in a meeting of the Board or of such committee, as       
the case may be, by means of a conference telephone or similar                  
communications equipment by means of which all persons participating in the     
meeting can hear each other, and participation in a meeting pursuant to         
this By-Law shall constitute presence in person at such meeting.                

        Section 2.8 Quorum; Vote Required for Action. At all
meetings of the Board of Directors the presence of a majority of the total      
number of directors shall constitute a quorum for the transaction of            
business. The vote of at least a majority of the directors present at any       
meeting at which a quorum is present shall be necessary to constitute and       
shall be the act of the Board unless the Certificate of Incorporation or        
these By-Laws shall otherwise provide. In case at any meeting of the Board      
a quorum shall not be present, the members of the Board present may adjourn     
the meeting from time to time until a quorum shall attend.                      

      Section 2.9 Organization. Meetings of the Board of
Directors shall be presided over by the Chairman of the Board, or in his        
absence by the Chief Executive Officer, or in their absence by a chairman       
chosen at the meeting. The Secretary shall act as secretary of the meeting,     
but in his absence the chairman of the meeting may appoint any person to        
act as secretary of the meeting.                                                

       Section 2.10 Action by Directors Without a Meeting.
Unless otherwise restricted by the Certificate of Incorporation or these        
By-Laws, any action required or permitted to be taken at any meeting of the     
Board of Directors, or of any committee thereof, may be taken without a         
meeting if all members of the Board or such committee, as the case may be,      
consents thereto in writing, and the writing or writings are filed with the     
minutes of proceedings of the Board or committee.                               

ARTICLE III     

Committees    

          Section 3.1 Committees. The Board of Directors may, by
resolution passed by a majority of the total number of directors, designate     
one or more committees, each committee to consist of one or more of the         
directors of the Corporation. Any such committee, to the extent provided in     
the resolution of the Board, and unless otherwise restricted by the             
Certificate of Incorporation or these By-Laws, shall have and may exercise      
all the powers and authority of the Board in the management of the business     
and affairs of the Corporation, to the full extent permitted by law.            

    Section 3.2 Committee Rules. Unless the Board of
Directors otherwise provides, each committee designated by the Board may        
adopt, amend and repeal rules for the conduct of its business. In the           
absence of a provision by the Board or a provision in the rules of such         
committee to the contrary, the entire authorized number of members of such      
committee shall constitute a quorum for the transaction of business, the        
vote of a majority of such members present at a meeting shall be the act of     
such committee, and in other respects each committee shall conduct its          
business pursuant to Article II of these By-Laws.                               

ARTICLE IV    

Officers    

          Section 4.1 Officers; Election. As soon as practicable
after the annual meeting of stockholders in each year, the Board shall          
elect a Chief Executive Officer and a Secretary. The Board may also elect a     
Chairman of the Board, a Treasurer and one or more Executive Vice               
Presidents. The Chief Executive Officer may select one or more Senior Vice      
Presidents, one or more Vice Presidents, one or more Assistant Secretaries,     
and one or more Assistant Treasurers and may give any of them such further      
designations or alternate titles as he considers desirable. Any number of       
offices may be held by the same person.                                         

     Section 4.2 Term of Office; Resignation; Removal;
Vacancies. Except as otherwise provided in the resolution of the Board of       
Directors electing any officer, each officer shall hold office until the        
first meeting of the Board after the annual meeting of stockholders next        
succeeding his election, and until his successor is elected and qualified       
or until his earlier resignation or removal. Any officer may resign at any      
time upon written notice to the Board or to the Chief Executive Officer of      
the Corporation. Such resignation shall take effect at the time specified       
therein, and unless otherwise specified therein no acceptance of such           
resignation shall be necessary to make it effective. The Board may remove       
any officer with or without cause at any time, provided that such action by     
the Board shall require the vote of a majority of the whole Board. Any such     
removal shall be without prejudice to the contractual rights of such            
officer, if any, with the Corporation, but the election or selection of an      
officer shall not of itself create contractual rights. Any vacancy              
occurring in any office of the Corporation by death, resignation, removal       
or otherwise shall or may be filled for the unexpired portion of the term       
by the Board at any regular or special meeting in the manner provided in        
Section 4.1 for election of officers following the annual meeting of            
stockholders.                                                                   

          Section 4.3 Chairman of the Board. The Chairman of the
Board or, if there is not a Chairman of the Board, the Chief Executive          
Officer shall have general charge and supervision of the business of the        
Corporation. In addition, he shall preside at all meetings of the Board of      
Directors and of the stockholders at which he shall be present. He shall        
have and may exercise such powers and perform such other duties as are,         
from time to time, assigned to him by the Board and as may be provided by       
law.                                                                            

            Section 4.4 Chief Executive Officer. The Chief Executive
Officer shall perform all duties incident to such office, and such other        
duties as, from time to time, may be assigned to him by the Board or as may     
be provided by law.                                                             

             Section 4.5 Vice Presidents. The Executive Vice President
or Vice Presidents, at the request of the Chief Executive Officer or in his     
absence or during his inability to act, shall perform the duties of the         
Chief Executive Officer, and when so acting shall have the powers of the        
Chief Executive Officer. If there be more than one Executive Vice               
President, the Board of Directors may determine which one or more of the        
Executive Vice Presidents shall perform any of such duties; or if such          
determination is not made by the Board, the Chief Executive                     
Officer may make such determination; otherwise any of the Executive Vice        
Presidents may perform any of such duties. The Executive Vice President or      
Executive Vice Presidents shall have such other powers and perform such         
other duties as may be assigned to him or them by the Board or the Chief        
Executive Officer or as may be provided by law.                                 

            Section 4.6 Secretary. The Secretary shall have the duty
to record the proceedings of the meetings of the stockholders, the Board of     
Directors and any committees in a book to be kept for that purpose; he          
shall see that all notices are duly given in accordance with the provisions     
of these By-Laws or as required by law; he shall be custodian of the            
records of the Corporation; he may affix the corporate seal to any document     
the execution of which, on behalf of the Corporation, is duly authorized,       
and when so affixed may attest the same; and, in general, he shall perform      
all duties incident to the office of secretary of a corporation, and such       
other duties as, from time to time, may be assigned to him by the Board or      
the Chief Executive Officer or as may be provided by law.                       

             Section 4.7 Treasurer. The Treasurer shall have charge of
and be responsible for all funds, securities, receipts and disbursements of     
the Corporation, and shall deposit or cause to be deposited, in the name of     
the Corporation, all moneys or other valuable effects in such banks, trust      
companies or other depositories as shall, from time to time, be selected by     
or under authority of the Board of Directors; if required by the Board, he      
shall give a bond for the faithful discharge of his duties, with such           
surety or sureties as the Board may determine; he shall keep or cause to be     
kept full and accurate records of all receipts and disbursements in books       
of the Corporation and shall render to the Chief Executive Officer and to       
the Board, whenever requested, an account of the financial condition of the     
Corporation; and, in general, he shall perform all the duties incident to       
the office of treasurer of a corporation, and such other duties as may be       
assigned to him by the Board or the Chief Executive Officer or as may be        
provided by law.                                                                

   Section 4.8 Assistant Secretaries and Assistant
Treasurers. The Assistant Secretaries, when authorized by the Board of          
Directors, may sign with the Chief Executive Officer or a Vice President,       
certificates for shares of the Corporation the issuance of which shall have     
been authorized by a resolution of the Board of Directors. The Assistant        
Treasurers shall, respectively, if required by the Board of Directors, give     
bonds for the faithful discharge of their duties in such sums and with such     
sureties as the Board of Directors shall determine. The Assistant               
Secretaries and Assistant Treasurers, in general, shall perform such duties     
as shall be assigned to them by the Secretary or the Treasurer,                 
respectively, or by the Chief Executive Officer or Board of Directors.          

           Section 4.9 Other Officers. The other officers, if any,
of the Corporation shall have such powers and duties in the management of       
the Corporation as shall be stated in a resolution adopted by the Board of      
Directors which is not inconsistent with these By-Laws and, to the extent       
not so stated, as generally pertain to their respective offices, subject to     
the control of the Board. The Board may require any officer, agent or           
employee to give security for the faithful performance of his duties.           

ARTICLE V     

Stock     

          Section 5.1 Certificates. Every holder of stock in the
Corporation shall be entitled to have a certificate signed by or in the         
name of the Corporation by the Chairman of the Board of Directors, or the       
Chief Executive Officer or a Vice President, and by the Treasurer or an         
Assistant Treasurer, or the Secretary or an Assistant Secretary, of the         
Corporation, certifying the number of shares owned by him in the                
Corporation. If such certificate is manually signed by one officer or           
manually countersigned by a transfer agent or by a registrar, any other         
signature on the certificate may be a facsimile. In case any officer,           
transfer agent or registrar who has signed or whose facsimile signature has     
been placed upon a certificate shall have ceased to be such officer,            
transfer agent or registrar before such certificate is issued, it may be        
issued by the Corporation with the same effect as if he were such officer,      
transfer agent or registrar on the date of issue.                               

           Section 5.2 Fractional Shares or Scrip. The Corporation
may: (a) issue fractions of a share or pay in money the value of fractions      
of a share; (b) arrange for disposition of fractional shares by the             
stockhold ers; or (c) issue scrip in registered or bearer form entitling        
the holder to receive a full share upon surrendering enough scrip to equal      
a full share. Each certificate representing scrip must be conspicuously         
labeled "scrip" and must contain the information required to be included in     
a share certificate by the Delaware General Corporation Law. The holder of      
a fractional share is entitled to exercise the rights of a stockholder,         
including the right to vote, to receive dividends, and to participate in        
the assets of the corporation upon liquidation. The holder of scrip is not      
entitled to any of these rights unless the scrip provides for them. The         
Board of Directors may authorize the issuance of scrip subject to any           
condition considered desirable, including (a) that the scrip will become        
void if not exchanged for full shares before a specified date; and (b) that     
the shares for which the scrip is exchangeable may be sold and the proceeds     
paid to the scripholders.                                                       

         Section 5.3 Share Transfers. Upon compliance with any
provisions restricting the transferability of shares that may be set forth      
in the Certificate of Incorporation, these By-Laws, or any written              
agreement in respect thereof, transfers of shares of the Corporation shall      
be made only on the books of the Corporation by the registered holder           
thereof, or by his attorney thereunto authorized by a power of attorney         
duly executed and filed with the Secretary of the Corporation or with a         
transfer agent or a registrar and on surrender of the certificate or            
certificates for such shares properly endorsed and the payment of all taxes     
thereon, if any. Except as may be otherwise provided by law or these            
By-Laws, the person in whose name shares stand on the books of the              
Corporation shall be deemed the owner thereof for all purposes as regards       
the Corporation; provided that whenever any transfer of shares shall be         
made for collateral security, and not absolutely, such fact, if known to        
the Secretary of the Corporation, shall be so expressed in the entry of         
transfer.                                                                       

             Section 5.4 Lost, Stolen or Destroyed Stock Certificates;
Issuance of New Certificates. The Corporation may issue a new certificate       
of stock in the place of any certificate theretofore issued by it, alleged      
to have been lost, stolen or destroyed, and the Corporation may require the     
owner of the lost, stolen or destroyed certificate, or his legal                
representative, to give the Corporation a bond sufficient to indemnify it       
against any claim that may be made against it on account of the alleged         
loss, theft or destruction of any such certificate or the issuance of such      
new certificate.                                                                

ARTICLE VI    

Miscellaneous     

          Section 6.1 Seal. The Corporation may have a corporate
seal which shall have the name of the Corporation inscribed thereon and         
shall be in such form as may be approved from time to time by the Board of      
Directors. The corporate seal may be used by causing it or a facsimile          
thereof to be impressed or affixed or in any other manner reproduced.           

             Section 6.2 Waiver of Notice of Meetings of Stockholders,
Directors and Committees. Whenever notice is required to be given by law or     
under any provision of the Certificate of Incorporation or these By-Laws, a     
written waiver thereof, signed by the person entitled to notice, whether        
before or after the time stated therein, shall be deemed equivalent to          
notice. Attendance of a person at a meeting shall constitute a waiver of        
notice of such meeting, except when the person attends a meeting for the        
express purpose of objecting, at the beginning of the meeting, to the           
transaction of any business because the meeting is not lawfully called or       
convened. Neither the business to be transacted at, nor the purpose of, any     
regular or special meeting of the stockholders, directors, or members of a      
committee of directors need be specified in any written waiver of notice        
unless so required by the Certificate of Incorporation or these By-Laws.        

            Section 6.3 Meaning of Certain Terms. As used herein, in
respect of the right to notice of a meeting of stockholders or a waiver         
thereof or to participate or vote thereat or to consent or dissent in           
writing in lieu of a meeting, as the case may be, the term "share" or           
"shares" or "stockholder" or "stockholders" refers to an outstanding share      
or shares and to a holder or holders of record of outstanding shares when       
the Corporation is authorized to issue only one class of shares, and said       
reference is also intended to include any outstanding share or                  
shares and any holder or holders of record of outstanding shares of any         
class upon which or upon whom the Certificate of Incorporation confers such     
rights where there are two or more classes or series of shares or upon          
which or upon whom the Delaware General Corporation Law confers such rights     
notwithstanding that the Certificate of Incorporation may provide for more      
than one class or series of shares, one or more of which are limited or         
denied such rights thereunder.                                                  

          Section 6.4 Form of Records. Any records maintained by
the Corporation in the regular course of its business, including its stock      
ledger, books of account and minute books, may be kept on, or be in the         
form of, punch cards, magnetic tape, photographs, microphotographs or any       
other information storage device, provided that the records so kept can be      
converted into clearly legible form within a reasonable time. The               
Corporation shall so convert any records so kept upon the request of any        
person entitled to inspect the same.                                            

          Section 6.5 Dividends. Dividends upon the stock of the
Corporation, subject to the provisions of the Certificate of Incorporation,     
if any, may be declared by the Board of Directors at any regular or special     
meeting, pursuant to law. Dividends may be paid in cash, bonds, in              
property, or in shares of stock, subject to the provisions of the               
Certificate of Incorporation.                                                   

             Section 6.6 Reserves. Before the payment of any dividend,
there may be set aside out of any funds of the Corporation available for        
dividends such sum or sums as the directors from time to time, in their         
absolute discretion, think proper as a reserve or reserves to meet              
contingencies, or for equalizing dividends, or for repairing or maintaining     
any property of the Corporation, or for such other purposes as the              
directors shall think conducive to the interest of the Corporation, and the     
directors may modify or abolish any such reserve.                               

           Section 6.7 Checks. All checks or demands for money and
notes of the Corporation shall be signed by such officer or officers or         
such other person or persons as the Board of Directors may from time to         
time designate.                                                                 

   Section 6.8 Fiscal Year. The fiscal year of the
Corporation shall be from January 1st through December 31st.                    

     Section 6.9 Offices. The registered office of the
Corporation shall be in the City of Wilmington, County of New Castle, State     
of Delaware. The Corporation may also have offices at such other places         
within or outside the State of Delaware as the Board of Directors may from      
time to time determine or the business of the Corporation may require.          

ARTICLE VII     

Amendments    

         Section 7.1 Amendments. These By-Laws may be altered,
amended or repealed at any regular meeting of the stockholders or of the        
Board of Directors or at any special meeting of the stockholders or of the      
Board of Directors if notice of such alteration, amendment or repeal be         
contained in the notice of such special meeting.                                

ARTICLE VIII    

Indemnification     

      Section 8.1 Indemnification. The Corporation shall
indemnify to the fullest extent permitted by law any person made or             
threatened to be made a party to any action, suit or proceeding, whether        
civil, criminal, administrative or investigative, by reason of the fact         
that such person, or a person of whom he or she is the legal                    
representative, is or was a director, officer, employee or agent of the         
Corporation or any predecessor of the Corporation, or serves or served any      
other enterprise as a director, officer, employee or agent at the request       
of the Corporation or any predecessor of the Corporation.                       

     The Corporation shall pay any expenses reasonably
incurred by a director or officer in defending a civil or criminal action,      
suit or proceeding in advance of the final disposition of such action, suit     
or proceeding upon receipt of an undertaking by or on behalf of such            
director or officer to repay such amount if it shall ultimately be              
determined that he or she is not entitled to be indemnified by the              
Corporation under this Article or otherwise. The Corporation may, by action     
of its Board of Directors, provide for the payment of such expenses             
incurred by employees and agents of the Corporation as it deems                 
appropriate.                                                                    

         The rights conferred on any person under this Article
shall not be deemed exclusive of any other rights that such person may have     
or hereafter acquire under any statute, provision of the Corporation's          
Certificate of Incorporation, By-Laws, agreement, vote of stockholders or       
disinterested directors or otherwise. All rights to indemnification and to      
the advancement of expenses under this Article shall be deemed to be            
provided by a contract between the Corporation and the director, officer,       
employee or agent who serves in such capacity at any time while these           
By-Laws and any other relevant provisions of the Delaware General               
Corporation Law and any other applicable law, if any, are in effect. Any        
repeal or modification thereof shall not affect any rights or obligations       
then existing.                                                                  

    For purposes of this Article, references to "the
Corporation" shall be deemed to include any subsidiary of the Corporation       
now or hereafter organized under the laws of the State of Delaware.             

ARTICLE IX    

Rules of Order    

 Section 9.1 Rules of Order. At any meeting of
stockholders or directors of the Corporation at which a question of             
procedure arises, the person presiding at the meeting may rely upon the         
Robert's Rules of Order, Newly Revised as then in effect to resolve any         
such question.                                                                  

                                                      PLAN EXHIBIT C

FORM OF MANAGEMENT OPTION PLAN    
------------------------------    

ICG COMMUNICATIONS, INC.    
YEAR 2002 STOCK OPTION PLAN     

SECTION 1     
GENERAL TERMS     

  1.1 Purpose. The ICG Communications, Inc. Year 2002 Stock Option
Plan has been established by ICG Communications, Inc. to (i) attract and        
retain persons eligible to participate in the Plan; (ii) motivate               
Participants, by means of appropriate incentives, to achieve long-range         
goals; (iii) provide incentive compensation opportunities that are              
competitive with those of other similar companies; and (iv) further             
identify Participants' interests with those of the Company's other              
shareholders through compensation that is based on the Company's common         
stock; and thereby promote the long-term financial interest of the Company      
and the Subsidiaries, including the growth in value of the Company's equity     
and enhancement of long-term shareholder return.                                

1.2 Participation. Subject to the terms and conditions of the 
Plan, the Committee will determine and designate, from time to time, from       
among the Eligible Persons, those persons who will be granted one or more       
Options under the Plan, and thereby become Participants in the Plan. In the     
discretion of the Committee, a Participant may be granted any type of           
Option permitted under the provisions of the Plan, and more than one Option     
may be granted to a Participant.                                                

   1.3 Operation, Administration, and Definitions. The operation and
administration of the Plan, including the Options granted under the Plan,       
will be subject to the provisions of Section 3 (relating to operation and       
administration). Capitalized terms in the Plan will be defined as set forth     
in Section 7.                                                                   

SECTION 2     
OPTIONS     

    2.1 Grants of Options. Options granted under this Section 2 may be
either Incentive Stock Options ("ISOs") or Non-Qualified Stock Options          
("NSOs"), as determined in the discretion of the Committee. The initial         
grants of Options under this Plan after the Effective Date will be made in      
substantially the form as set forth in Exhibit A.                               

2.2 Exercise Price. The Exercise Price of each Option granted 
under this Section 2 will be established by the Committee or will be            
determined by a method established by the Committee at the time the Option      
is granted; provided, however, that the exercise price for any Option must      
equal at least the Fair Market Value of the Stock on the date of grant.         

  2.3 Vesting. An Option will become vested in accordance with the
vesting schedule and other terms and conditions set forth in the Option         
Agreement. If no vesting schedule is provided in the Option Agreement, the      
Option will become 33.3% vested on the first anniversary of the Grant Date,     
and vested as to an additional 33.3% on the second anniversary of the Grant     
Date and an additional 33.4% on the third anniversary of the Grant Date,        
provided that the Participant is employed by the Company or a Subsidiary on     
each such vesting date.                                                         

   2.4 Payment of Option Exercise Price. The payment of the Exercise
Price of an Option granted under this Section 2 will be subject to the          
following:                                                                      

          (a) Subject to the provisions of this Section 2.4, the
full Exercise Price for shares of Stock purchased upon the exercise of any      
Option will be paid at the time of such exercise (except that, in the case      
of an exercise arrangement approved by the Committee and described in           
Section 2.4(c), payment may be made as soon as practicable after the            
exercise).                                                                      

          (b) The Exercise Price will be payable by cashier's or
certified check or by tendering, by either actual delivery of shares or by      
attestation, shares of Stock acceptable to the Committee, and valued at         
Fair Market Value as of the day of exercise, or in any combination thereof,     
as determined by the Committee.                                                 

          (c) The Committee may permit a Participant to elect to
pay the Exercise Price upon the exercise of an Option by irrevocably            
authorizing a third party to sell all or a portion of the shares of Stock       
acquired upon exercise of the Option and remit to the Company a sufficient      
portion of the sale proceeds to pay the entire Exercise Price and any tax       
withholding resulting from such exercise.                                       

 2.5 Settlement of Option. Shares of Stock delivered pursuant to
the exercise of an Option will be subject to such conditions, restrictions      
and contingencies as the Committee may establish in the applicable Option       
Agreement. The Committee, in its discretion, may impose such conditions,        
restrictions and contingencies with respect to shares of Stock acquired         
pursuant to the exercise of an Option as the Committee determines to be         
desirable.                                                                      

2.6 Terms Applicable to NSOs. Except as otherwise expressly   
provided in the Option Agreement or as agreed to by the Committee, the          
following terms will apply to NSOs:                                             

             (a) The Exercise Price for each share of Stock covered by
a NSO may be at any price; provided that the Exercise Price is at least         
equal to the Fair Market Value of the Stock on the date of grant.               

             (b) A NSO may not be exercisable more than ten years from
the Grant Date of the NSO.                                                      

   2.7 Terms Applicable to ISOs. Notwithstanding any other provision
of the Plan, this Section 2.7 will apply to Options intended to be treated      
as ISOs. Any Option granted which is intended to be treated as an ISO which     
does not satisfy the requirements applicable to ISOs under Code Section 422     
will be treated as a NSO to the extent such Option does not satisfy the ISO     
requirements.                                                                   

        (a) The aggregate Fair Market Value of the shares of
Stock for which an ISO is exercisable for the first time by a Participant       
in any calendar year, under the Plan or otherwise, will not exceed              
$100,000. For this purpose, the Fair Market Value of the Stock will be          
determined as of the Grant Date of the Option. In the event that the Code,      
or the regulations or other authority issued under the Code, are amended to     
provide for a different limit on the Fair Market Value of shares of Stock       
to be subject to an ISO, such different limit automatically will be             
incorporated herein and will apply to any ISOs granted after the effective      
date of such amendment.                                                         

             (b) The Exercise Price for each share of Stock covered by
an ISO granted to an Eligible Person who then owns stock possessing more        
than 10% of the total combined voting power of all classes of stock of the      
Company or any Parent or Subsidiary (a "10% Shareholder") must be at least      
110% of the Fair Market Value of the Stock subject to the ISO on the Grant      
Date of the Option.                                                             

          (c) The ISO may not be exercisable more than ten years
from the Grant Date of the ISO; provided, however, that the exercise period     
of an ISO granted to a 10% Shareholder must expire not more than five years     
from the Grant Date of such ISO.                                                

             (d) ISOs may not be granted to Eligible Employees who are
not employees of the Company or any Subsidiary.                                 

    2.8 Exercise of Options. Vested Options (whether ISOs or NSOs) may
be exercised at any time during the Participant's employment. Except as         
otherwise provided in any Option Agreement, or as otherwise determined by       
the Committee, the following provisions will occur with respect to the          
exercise of an Option:                                                          

          (a) Termination Because of Death or Disability: If the
Participant dies or becomes Disabled during the Exercise Period while still     
employed, the Option may be exercised by those entitled to do so (who will      
be, in the event of the Participant's death, the Participant's beneficiary      
under Section 3.16) within eighteen (18) months following the Participant's     
death or Disability (provided that such exercise must occur within the          
Exercise Period), but not thereafter.                                           

   (b) Other Termination: If the employment of the
Participant is terminated (which for this purpose means that the                
Participant is no longer employed by the Company or any Subsidiary) within      
the Exercise Period for any reason other than for Cause or the                  
Participant's death or Disability, the Option may be exercised by the           
Participant within eighteen (18) months following the date of such              
termination (provided that such exercise must occur within the Exercise         
Period), but not thereafter.                                                    

             (c) Only Vested Options May be Exercised: In any case, an
Option may be exercised only as to the shares of Stock as to which the          
Option had become exercisable on or before the date of the Participant's        
termination, death or Disability.                                               

           (d) Forfeiture for Terminations for Cause: In the event
the Participant's employment with the Company or a Subsidiary is terminated     
for Cause, any Option then held by such Participant (whether or not vested)     
will be cancelled and will become void and the Participant will have no         
further interest in such Option.                                                

   (e) Limited Exercise Periods for ISO Treatment:
Notwithstanding the above, in order to retain ISO treatment for any Option,     
the Option must be exercised within the time periods set forth in this          
Section 2.8(e). Any Option granted which is intended to be treated as an        
ISO which does not satisfy the requirements applicable to ISOs under Code       
Section 422 will be treated as a NSO to the extent such Option does not         
satisfy the ISO requirements.                                                   

              (i)   Exercise of ISO Upon Death or Disability: To
                     retain ISO treatment, if the Participant dies
                      or becomes Disabled during the Exercise Period
                  while still employed, or within the 90-day
                      period referred to in the following paragraph,
                      the ISO must be exercised by those entitled to
               do so (who will be, in the event of the
              Participant's death, the Participant's
                     beneficiary under Section 3.16) within twelve
                   months following the Participant's death or
                    Disability (provided that such exercise must
                  occur within the Exercise Period), but not
thereafter.             

            (ii)  Exercise of ISO Upon Other Termination: To
                      retain ISO treatment, if the employment of the
                 Participant is terminated (which for this
                       purpose means that the Participant is no longer
                  employed by the Company or any Subsidiary)
                       within the Exercise Period for any reason other
                    than for Cause or the Participant's death or
                    Disability, the ISO must be exercised by the
                     Participant within 90 days following the date
               of such termination (provided that such
               exercise must occur within the Exercise
    Period), but not thereafter.

      (f) Employment Status Upon Sale of Subsidiary: For
purposes of this Section, unless the Committee determines otherwise, a          
Participant who is employed by a Subsidiary which Subsidiary is involved in     
a Disaffiliation, as defined in Section 4.1, will be treated as if that         
Participant's employment was terminated on the date of such Disaffiliation.     

SECTION 3     
OPERATION AND ADMINISTRATION    

 3.1 Effective Date. The Plan will be effective as of January 1,
2002; provided, however, that, if shareholder approval of the Plan is           
required by law, the Plan will not become effective unless approved by the      
shareholders and to the extent that Options are granted under the Plan          
prior to its approval by shareholders, the Options will be contingent on        
approval of the Plan by the shareholders of the Company .                       

  3.2 Term of Plan. The Plan will be unlimited in duration and, in
the event of Plan termination, will remain in effect as long as any Options     
under it are outstanding; provided, however, that, to the extent required       
by the Code, no ISO may be granted under the Plan on a date that is more        
than ten years from the earlier of the date the Plan is adopted by the          
Company or the date the Plan is approved by shareholders.                       

   3.3 Shares Subject to Plan. The shares of Stock for which Options
may be granted under the Plan will be subject to the following:                 

           (a) Subject to the following provisions of this Section
3.3, the maximum number of shares of Stock that may be delivered to             
Participants and their beneficiaries under the Plan will equal                  
1,222,222shares of Stock. The number of shares of Stock available under         
Options granted under this Plan will increase on a pro rata basis to the        
extent that more than eleven million (11,000,000) New Common Shares (as         
defined in the Company's Plan of Reorganization) are issued in connection       
with the Plan of Reorganization, so that the shares of Stock represented by     
Options available under this Plan will constitute 10%of the Reorganized         
Company (as defined in the Company's Plan of Reorganization), on a              
fully-diluted basis after giving effect to all warrants, options or other       
securities convertible into New Common Shares of the Company issued             
pursuant to the Plan of Reorganization.                                         

       (b) To the extent any shares of Stock covered by an
Option are not delivered to a Participant or beneficiary because the Option     
is forfeited or canceled, or shares of Stock are not delivered because the      
shares are used to satisfy applicable tax withholding obligations, such         
shares will not be deemed to have been delivered for purposes of                
determining the maximum number of shares of Stock available for delivery        
under the Plan.                                                                 

         (c) If the exercise price of any stock option granted
under the Plan is satisfied by tendering shares of Stock to the Company (by     
either actual delivery or by attestation), only the number of shares of         
Stock issued net of the shares of Stock tendered will be deemed delivered       
for purposes of determining the maximum number of shares of Stock available     
for delivery under the Plan.                                                    

         (d) The maximum number of shares of Stock that may be
issued under Options intended to be treated as ISOs will equal 1,222,222        
shares of Stock.                                                                

         (e) The maximum number of shares of Stock that may be
issued under Options granted under this Plan to any individual may not          
exceed 1,000,000 shares.                                                        

 3.4 General Restrictions. Delivery of shares of Stock under the
Plan will be subject to the following:                                          

            (a) Notwithstanding any other provision of the Plan, the
Company will have no liability to deliver any shares of Stock under the         
Plan unless such delivery would comply with all applicable laws (including,     
without limitation, the requirements of the Securities Act of 1933), and        
the applicable requirements of any securities exchange or similar entity.       

            (b) To the extent that the Plan provides for issuance of
stock certificates to reflect the issuance of shares of Stock, the issuance     
may be effected on a non-certificated basis, to the extent not prohibited       
by applicable law or the applicable rules of any stock exchange.                

   3.5 Tax Withholding. All distributions under the Plan are subject
to withholding of all applicable taxes, and the Committee may condition the     
delivery of any shares or other benefits under the Plan on satisfaction of      
the applicable withholding obligations. The Committee, in its discretion,       
and subject to such requirements as the Committee may impose prior to the       
occurrence of such withholding, may permit such withholding obligations to      
be satisfied through cash payment by the Participant, through the surrender     
of shares of Stock which the Participant already owns, or through the           
surrender of shares of Stock to which the Participant otherwise is entitled     
under the Plan.                                                                 

    3.6 Use of Shares. Subject to the overall limitation on the number
of shares of Stock that may be delivered under the Plan, the Committee may      
use available shares of Stock as the form of payment for compensation,          
grants or rights earned or due under any other compensation plans or            
arrangements of the Company or a Subsidiary, including the plans and            
arrangements of the Company or a Subsidiary assumed in business                 
combinations. In addition, Options may be granted as alternatives to or         
replacement of Options outstanding under the Plan, or any other plan or         
arrangement of the Company or a Subsidiary (including a plan or arrangement     
of a business or entity, all or a portion of which is acquired by the           
Company or a Subsidiary). Notwithstanding the above, in no event may            
Options granted and outstanding under this Plan be amended to provide for       
an Exercise Price lower than the original Exercise Price of such Option         
(repricing) without the consent of the shareholders of the Company.             

   3.7 Dividends and Dividend Equivalents. An Option may provide the
Participant with the right to receive dividend payments or dividend             
equivalent payments with respect to Stock subject to the Option (both           
before and after the Stock subject to the Option is earned, vested, or          
acquired), which payments may be either made currently or credited to an        
account for the Participant, and may be settled in cash or Stock, as            
determined by the Committee. Any such settlements, and any such crediting       
of dividends or dividend equivalents or reinvestment in shares of Stock,        
may be subject to such conditions, restrictions and contingencies as the        
Committee will establish, including the reinvestment of such credited           
amounts in Stock equivalents.                                                   

3.8 Transferability. Except as otherwise provided by the      
Committee, Options under the Plan are not transferable except as designated     
by the Participant by will or by the laws of descent and distribution;          
provided, however, that an ISO may not be transferable except as designated     
by the Participant by will or by the laws of descent and distribution.          

    3.9 Form and Time of Elections. Unless otherwise specified herein,
each election required or permitted to be made by any Participant or other      
person entitled to benefits under the Plan, and any permitted modification,     
or revocation thereof, will be in writing filed with the Committee at such      
times, in such form, and subject to such restrictions and limitations, not      
inconsistent with the terms of the Plan, as the Committee will require.         

    3.10 Agreement With Company. An Option granted under the Plan will
be subject to such terms and conditions, not inconsistent with the Plan, as     
the Committee will, in its sole discretion, prescribe. The terms and            
conditions of any Option to any Participant will be reflected in an Option      
Agreement and in this Plan. A copy of such Option Agreement will be             
provided to the Participant, and the Committee may, but need not require        
that the Participant will sign a copy of such Option Agreement. The             
Participant and such Option Agreement will be subject to all of the terms       
of this Plan regardless of whether any Participant signature is required.       

3.11 Action by Company or Subsidiary. Any action required or  
permitted to be taken by the Company or any Subsidiary will be evidenced by     
resolution of its board of directors, or by action of one or more members       
of the board (including a committee of the board) who are duly authorized       
to act for the board, or (except to the extent prohibited by applicable law     
or applicable rules of any stock exchange) by a duly authorized officer of      
such Company or Subsidiary.                                                     

3.12 Gender and Number. Where the context admits, words in any
gender will include any other gender, words in the singular will include        
the plural and the plural will include the singular.                            

3.13 Limitation of Implied Rights.                            

           (a) Neither a Participant nor any other person will, by
reason of participation in the Plan, acquire any right in or title to any       
assets, funds or property of the Company or any Subsidiary whatsoever,          
including, without limitation, any specific funds, assets, or other             
property which the Company or any Subsidiary, in their sole discretion, may     
set aside in anticipation of a liability under the Plan. A Participant will     
have only a contractual right to the Stock issued under the Plan, unsecured     
by any assets of the Company or any Subsidiary, and nothing contained in        
the Plan will constitute a guarantee that the assets of the Company or any      
Subsidiary will be sufficient to pay any benefits to any person.                

  (b) The Plan does not constitute a contract of
employment, and selection as a Participant will not give any participating      
employee the right to be retained in the employ of the Company or any           
Subsidiary, nor any right or claim to any benefit under the Plan, unless        
such right or claim has specifically accrued under the terms of the Plan.       
Except as otherwise provided in the Plan, no Option under the Plan will         
confer upon the holder thereof any rights as a shareholder of the Company       
prior to the date on which the individual fulfills all conditions for           
receipt of such rights.                                                         

  3.14 Evidence. Evidence required of anyone under the Plan may be
by certificate, affidavit, document or other information which the person       
acting on such evidence considers pertinent and reliable, and signed, made      
or presented by the proper party or parties.                                    

    3.15 Leaves of Absence. Except as otherwise provided in any Option
Agreement, a leave of absence approved by the Company (such approval may be     
conditioned upon, but not limited to, the reason for and duration of the        
leave) in accordance with the Company policies and procedures, and as           
required by law, will not be deemed a termination of employment for any         
purpose under this Plan.                                                        

3.16 Beneficiary of Option. Except as otherwise provided in a 
written beneficiary designation (in such form approved by the Committee)        
signed by the Participant and filed with the Committee prior to the death       
of the Participant, upon the death of a Participant, the beneficiary of any     
Option granted under this Plan will be the Participant's beneficiary or         
beneficiaries named under the terms of the basic life insurance program         
offered by the Company and in effect on the date of the Participant's           
death, including any and all provisions applicable under such basic life        
insurance program with respect to the beneficiary of a Participant who does     
not designate a beneficiary and a named beneficiary who predeceases the         
Participant. If the Participant is not a participant in any such basic life     
insurance program on the date of the Participant's death, and there is no       
written beneficiary designation signed by the Participant in effect, the        
Participant's beneficiary will be the Participant's estate.                     

   3.17 Binding Effect. This Plan will be binding upon, and inure to
the benefit of, the Company and its successors and assigns, and upon the        
Participant and his or her heirs, beneficiaries, and personal                   
representatives.                                                                

3.18 Liability and Indemnification.                           

             (a) Neither the Company nor any Parent or Subsidiary will
be responsible in any way for any action or omission of the Committee, or       
any other persons or fiduciaries in the performance of their duties and         
obligations as set forth in this Plan. Furthermore, neither the Company nor     
any Parent or Subsidiary will be responsible for any act or omission of any     
of their agents, or with respect to reliance upon advice of their counsel       
provided that the Company or the appropriate Parent or Subsidiary relied in     
good faith upon the action of such agent or the advice of such counsel.         

        (b) Except for their own gross negligence or willful
misconduct regarding the performance of the duties specifically assigned to     
them under, or their willful breach of the terms of, this Plan, the             
Company, each Parent and Subsidiary and the Committee will be held harmless     
by the Participant, former Participants, beneficiaries and their                
representatives against liability or losses occurring by reason of any act      
or omission. Neither the Company, any Parent or Subsidiary, the Committee,      
nor any agents, employees, officers, directors, or shareholders of any of       
them, nor any other person will have any liability or responsibility with       
respect to this Plan, except as expressly provided herein.                      

3.19 Governing Law. All issues relating to the validity,      
construction, and administration of this Plan will be governed by the laws      
of the State of Delaware.                                                       

SECTION 4     
CORPORATE TRANSACTIONS AND CHANGES IN CONTROL     

4.1 Corporate Transactions. The Committee shall make such     
adjustments (if any) as it deems appropriate and equitable, in its              
discretion, to the following: (a) the aggregate number of shares of Stock       
available for issuance under Options under Section 3.3; (b) the number of       
shares of Stock covered by an outstanding Option; (c) the Exercise Price of     
an outstanding Option; (d) the maximum numbers of shares of Stock for which     
Options may be granted to any individual under Section 3.3; and (e) such        
other adjustments to outstanding Options as the Committee may determine to      
be appropriate and equitable; to reflect a stock dividend, stock split,         
reverse stock split, share combination, recapitalization, merger,               
consolidation, acquisition of property or shares, separation, spinoff,          
reorganization, stock rights offering, liquidation, Disaffiliation of a         
Subsidiary or similar event of or by the Company. Such adjustments may          
include, without limitation, (i) the cancellation of outstanding Options in     
exchange for payments of cash, property or a combination thereof having an      
aggregate value equal to the value of such Options, (ii) the substitution       
of other property (including, without limitation, other securities) for the     
Stock covered by outstanding Options, and (iii) in connection with any          
Disaffiliation of a Subsidiary, arranging for the assumption, or                
replacement with new awards, of Options held by Participants employed by        
the affected Subsidiary, by the Subsidiary or an entity that controls the       
Subsidiary following the Disaffiliation. Notwithstanding the foregoing,         
each such adjustment with respect to an ISO will comply with the rules of       
Code Section 424(a), and, unless otherwise determined by the Committee, in      
no event will any adjustment be made which would render any ISO granted         
hereunder to be other than an incentive stock option under Code Section         
422. The "Disaffiliation" of a Subsidiary means the Subsidiary's ceasing to     
be a Subsidiary for any reason (including, without limitation, as a result      
of a public offering, or a spinoff or sale by the Company, of the stock of      
the Subsidiary).                                                                

4.2 Vesting Upon Change in Control. Upon the occurrence of a  
Change in Control of the Company, all outstanding Options held by               
Participants who are in the employ of the Company on the date of such           
Change in Control will become fully vested and exercisable.                     

  4.3 Change in Control. Except as otherwise defined in any Option
Agreement, a "Change in Control" will be deemed to have occurred if any         
"Person," as defined in Section 3(a)(9) of the Securities Exchange Act of       
1934, as amended (the "Exchange Act"), or "group," as such term is used in      
Section 13(d)(3) and 14(d)(2) of the Exchange Act, but excluding Excluded       
Entities, is or becomes a Beneficial Owner, directly or indirectly, of          
stock of the Company representing 50 percent or more of the total voting        
power of the Company's then outstanding securities entitled to vote in the      
election of directors, or 50 percent or more of the then-outstanding shares     
of Stock; provided, however, that any issuance of Stock made pursuant to        
the Company's Plan of Reorganization will not constitute a Change in            
Control.                                                                        

         (a) For purposes of this Section, "Excluded Entities"
means (i) any trustee or fiduciary holding securities under an employee         
benefit plan of the Company or a Subsidiary; (ii) a corporation owned,          
directly or indirectly, by the shareholders of the Company in substantially     
the same proportions as their ownership of the Company; (iii) the Company       
or any Subsidiary; and (iv) any Participant who, together with all              
Affiliates of the Participant, is or becomes the direct or indirect             
Beneficial Owner of the percentage of such securities set forth above.          

           (b) For purposes of this Section, an "Affiliate" means,
with respect to any Person, any other Person directly or indirectly             
controlled by, controlling or under common control with such Person and         
"control" means the power to direct the management or policies of any           
Person, through the power to vote shares or other equity interests, by          
contract or otherwise.                                                          

The term "Beneficial Owner" means a beneficial owner as defined in Rules        
13d-3 and 13d-5 under the Exchange Act (or any successor rules), including      
(but not limited to) the provisions of such rules that a Person will be         
deemed to have beneficial ownership of all securities that such Person has      
a right to acquire within 60 days; provided that a Person will not be           
deemed a Beneficial Owner of, or to own beneficially, any securities if         
such Beneficial Ownership (i) arises solely as a result of a revocable          
proxy delivered in response to a proxy or consent solicitation made             
pursuant to, and in accordance with, the Exchange Act, and (ii) is not also     
then reportable on Schedule 13D or Schedule 13G (or any successor schedule)     
under the Exchange Act.                                                         

SECTION 5     
COMMITTEE     

5.1 Administration. The authority to control and manage the   
operation and administration of the Plan will be vested in a committee (the     
"Committee") in accordance with this Section 5. The Committee will be           
selected by the Board and generally will consist of two or more members of      
the Board. If the Committee does not exist, or for any other reason             
determined by the Board, the Board may take any action under the Plan that      
otherwise would be the responsibility of the Committee. The Board may           
appoint such special committees as the Board determines necessary or            
desirable in accordance with the following provisions:                          

           (a) With respect to the grant of Options to persons who
are or may become "covered employees", as such term is defined in Code          
Section 162(m), the Options will be granted by a Committee consisting only      
of two or more outside directors. For purposes of this Section 5.1(a), a        
director will be treated as an "outside director" if the director (i) is        
not a current employee of the Company or its affiliates; (ii) is not a          
former employee of the Company or its affiliates who receives compensation      
for prior services (other than benefits under a tax-qualified retirement        
plan) during the taxable year; (iii) has not been an officer of the Company     
or its affiliates; and (iv) does not receive remuneration, either directly      
or indirectly, in any capacity other than as a director. To the extent that     
Code Section 162(m) or the regulations issued thereunder is amended to          
provide for Committee requirements different than those described above,        
this section will be deemed to reflect the requirements of such amended         
Code Section or regulations.                                                    

          (b) With respect to the grant of Options for which the
exemption from Section 16(b) of the Exchange Act provided by Rule 16b-3 is      
desired, the Option will be granted by a Committee consisting of (i) only       
"non-employee directors" or (ii) the full board of directors.                   
Alternatively, the Option may be granted by a Committee consisting of           
persons who are not non-employee directors; provided that the Option is         
approved by the full Board.                                                     

5.2 Powers of Committee. The Committee's administration of the
Plan will be subject to the following:                                          

            (a) Subject to the provisions of the Plan, the Committee
will have the authority and discretion to select from among the Eligible        
Persons those persons who will receive Options, to determine the time or        
times of Option grants, to determine the types of Options, and the number       
of shares covered by the Options, to establish the terms, conditions,           
performance criteria, restrictions, and other provisions of such Options,       
to accelerate vesting of Options, and (subject to the restrictions imposed      
by Section 7) to cancel or suspend the grant of Options.                        

            (b) To the extent that the Committee determines that the
restrictions imposed by the Plan preclude the achievement of the material       
purposes of the Options in jurisdictions outside the United States, the         
Committee will have the authority and discretion to modify those                
restrictions as the Committee determines to be necessary or appropriate to      
conform to applicable requirements or practices of jurisdictions outside of     
the United States.                                                              

            (c) The Committee will have the authority and discretion
to interpret the Plan, to establish, amend, and rescind any rules and           
regulations relating to the Plan, to determine the terms and provisions of      
any Option Agreement made pursuant to the Plan, and to make all other           
determinations that may be necessary or advisable for the administration of     
the Plan.                                                                       

           (d) Any interpretation of the Plan by the Committee and
any decision made by it under the Plan will be final and binding on all         
persons.                                                                        

     (e) In controlling and managing the operation and
administration of the Plan, the Committee will take action in a manner that     
conforms to the articles and by-laws of the Company, and applicable state       
corporate law.                                                                  

 5.3 Delegation by Committee. Except to the extent prohibited by
applicable law or the applicable rules of a stock exchange, the Committee       
may allocate all or any portion of its responsibilities and powers to any       
one or more of its members and may delegate all or any part of its              
responsibilities and powers to any person or persons selected by it. Any        
such allocation or delegation may be revoked by the Committee at any time.      

5.4 Information to be Furnished to Committee. The Company and 
Subsidiaries will furnish the Committee with such data and information as       
it determines may be required for it to discharge its duties. The records       
of the Company and Subsidiaries with respect to an employee's or                
Participant's employment, termination of employment, leave of absence,          
reemployment and compensation will be conclusive on all persons unless          
determined to be incorrect. Participants and other persons entitled to          
benefits under the Plan must furnish the Committee such evidence, data or       
information as the Committee considers desirable to carry out the terms of      
the Plan.                                                                       

SECTION 6     
AMENDMENT AND TERMINATION     

   The Board may, at any time, amend or terminate the Plan, provided
that no amendment or termination may, in the absence of written consent to      
the change by the affected Participant (or, if the Participant is not then      
living, the affected beneficiary), materially adversely affect the rights       
of any Participant or beneficiary under any Option granted under the Plan       
prior to the date such amendment is adopted by the Board. An amendment that     
increases the number of shares of Stock available under the Plan or which       
changes the class of Eligible Employees under the Plan will require             
approval by the Company's stockholders.                                         

SECTION 7     
DEFINED TERMS     

In addition to the other definitions contained herein, the    
following definitions will apply:                                               

      (a) Board. The term "Board" will mean the Board of
Directors of the Company.                                                       

     (b) Cause. Unless otherwise defined in the Option
Agreement, the term "Cause" will mean:                                          

               (i) a Participant's willful or gross negligence, in
the performance of his or her duties for the Company or any Parent or           
Subsidiary, after prior written notice of such negligence and the               
continuance thereof for a period of 10 days after receipt by such               
Participant of such notice;                                                     

               (ii) a Participant's willful or gross misconduct in
the performance of his or her duties for the Company or any Parent or           
Subsidiary;                                                                     

                 (iii) a Participant's intentional or habitual neglect
of his or her duties for the Company or any Parent or Subsidiary after          
prior written notice of such neglect; or                                        

             (iv) a Participant's theft or misappropriation of
funds or property of the Company or any Parent or Subsidiary, or the            
commission of a felony.                                                         

             (c) Code. The term "Code" means the Internal Revenue Code
of 1986, as amended. A reference to any provision of the Code will include      
reference to any successor provision of the Code.                               

             (d) Company. The term "Company" means ICG Communications,
Inc., and any successor thereto.                                                

            (e) Disabled or Disability. Unless otherwise provided by
the Committee, a Participant will be considered to be "Disabled" or to have     
a "Disability" during the period in which the Participant is unable, by         
reason of a medically determinable physical or mental impairment, to engage     
in any substantial gainful activity, which condition, in the opinion of a       
physician selected by the Committee, is expected to have a duration of not      
less than twelve months, as determined under Code Section 22(e)(3).             

       (f) Effective Date. The term "Effective Date" means
January 1, 2002.                                                                

             (g) Eligible Person. The term "Eligible Person" means any
employee of the Company or any Parent or Subsidiary.                            

         (h) Exercise Period. The term "Exercise Period" means
that period, as established by the Committee, during which an Option may be     
exercised, to the extent vested.                                                

            (i) Exercise Price. The term "Exercise Price" means that
price at which an Option may be exercised.                                      

            (j) Fair Market Value. The term "Fair Market Value" will
mean the last reported sale price for the Stock on a Trading Day (during        
normal business hours) or, in the event no such reported sale occurs on         
such Trading Day, the average of the closing bid and asked prices for the       
Stock on such Trading Date (during normal business hours), in either case       
on the principal securities exchange on which the Stock is listed or            
admitted to trading. If the Stock is not listed or admitted to trading on       
any securities exchange, but is traded in the over-the-counter market, Fair     
Market Value will mean the closing sale price of the Stock or, if no sale       
is publicly reported, the average of the closing bid and asked quotations       
for the Stock as reported by the National Association of Securities Dealers     
Automated Quotation System ("NASDAQ") or any comparable system (during          
normal business hours). If the Stock is not listed on NASDAQ or a               
comparable system, Fair Market Value will mean the closing sale price of        
the Stock or, if no sale is publicly reported, the average of the closing       
bid and asked prices, as furnished by two members of the National               
Association of Securities Dealers, Inc. who make a market in the Stock, as      
selected from time to time by the Company for that purpose. A Trading Day       
will mean, if the Stock is listed on any securities exchange, a business        
day on which such exchange was open for trading and at least one trade of       
Stock was effected on such exchange on such business day, or, if the Stock      
is not listed on any national securities exchange but is traded in the          
over-the-counter market, a business day on which the over-the-counter           
market was open for trading and at least one "eligible dealer" quoted both      
a bid and asked price for the Stock. In the event the Stock is not publicly     
traded, the Fair Market Value of the Stock will be determined in good faith     
by the Committee.                                                               

            (k) Grant Date. The term "Grant Date" means the date, as
determined by the Committee, as of which an Option is granted to an             
Eligible Person.                                                                

            (l) ISO. The term "ISO" means an Option that is intended
to satisfy the requirements applicable to an "incentive stock option"           
described in Code Section 422(b).                                               

       (m) NSO. The term "NSO" means an Option that is not
intended to be an "incentive stock option" as that term is described in         
Code Section 422(b).                                                            

           (n) Option. The term "Option" means a right to purchase
shares of Stock at an Exercise Price established by the Committee.              

           (o) Option Agreement. The term "Option Agreement" means
the written document, in such form as is determined by the Committee, which     
reflects the terms and conditions of an Option granted to a Participant.        

          (p) Parent. The term "Parent" means any company during
any period in which it is a "parent corporation" (as that term is defined       
in Code Section 424(e)) with respect to the Company.                            

     (q) Participant. The term "Participant" means any
Eligible Person who is selected by the Committed to be granted an Option.       

        (r) Plan. The term "Plan" means this Year 2002 Stock
Option Plan, as it may be amended.                                              

            (s) Stock. The term "Stock" means shares of common stock
of the Company.                                                                 

           (t) Subsidiary. The term "Subsidiary" means any company
during any period in which it is a "subsidiary corporation" (as that term       
is defined in Code Section 424(f)) with respect to the Company.                 

EXHIBIT A     

The initial grants of Options under this Plan will be granted effective on      
the date the Company's Plan of Reorganization becomes effective. The            
Exercise Price for these initial grants of Options will be the Fair Market      
Value of the Stock as of the date of grant.                                     

The initial grant of Options shall be in the following percentages of the       
total number of shares of Stock available for grant under this Plan:            

 Executive                                               % of Total Plan

o        Randall E. Curran, Chief Executive Officer:    0.0%                    
o        Richard E. Fish, Jr., Executive Vice President and Chief               
Financial Officer:    4.3%                                    
o        Michael D. Kallet, Executive Vice President - Products and             
Strategic Development:    8.3%                                
o        Bernard L. Zuroff, Executive Vice President, General Counsel           
and Secretary:    3.6%                                        
o        Robert Athey, Senior Vice President, Sales:  2.37%                     
o        Robert Beaty, Senior Vice President, Sales:   2.37%                    
o        Jack Campbell, Senior Vice President and General Manager,              
NikoNet:   2.37%                                              
o        Brian Cato, Senior Vice President, Customer Care:   2.37%              
o        Darlinda J. Coe, Senior Vice President, Network Services Support: 2.37%
o        John V. Colgan, Senior Vice President, Financial Planning/Corporate    
Controller:   2.37%                                           
o        Evelyn Goodger, Vice President, Vendor Relations:   2.37%              
o        Kimberly Gordon, Senior Vice President, Marketing:   2.37%             
o        Corey L. Grobe, Vice President, Nation Field Operations:   2.37%       
o        Michael Harry, Vice President, Provisioning:   2.37%                   
o        LeCharles P. Keesee, II, Senior Vice President, Business and           
Government Affairs:   2.37%                                   
o        Christopher P. Kunkel, Senior Vice President, Finance Operations -     
Network Services:   2.37%                                     
o        Gayle Landis, Senior Vice President, People Services:   2.37%          
o        Gary F. Lindgren, Senior Vice President, Engineering:   2.37%          
o        Dennis J. Martin, Senior Vice President, Corporate Planning and        
Treasurer:   2.37%                                            
o        Terry J. Mobley, Vice President, Network Services Support:   2.37%     
o        James P. O'Brien, Vice President, Network Operations Center:  2.37%    
o        James F. Smith, Senior Vice President, Information Technology:  2.37%  
o        Robert S. Albery, Vice President and Assistant General Counsel:  1.39% 
o        Maury L. Cuje, Vice President and Assistant General Counsel:  1.39%    
o        Peter Dignam, Vice President, Sales - Corporate Services:  1.39%       
o        JoAnne Drexler, Vice President - Receivables Operations:  1.39%        
o        James A. Hart, Chief Architect:  1.39%                                 
o        Dean A. Siegrist, Vice President, Infrastructure Deployment:  1.39%    
o        Brian Timmons, Vice President, Sales - National Accounts:  1.39%       
o        Marlene S. Williams, Vice President, Accounting Operations:  1.39%     

The initial grants of Options will become 33.3% vested on the first             
anniversary of the Grant Date, and vested as to an additional 33.3% on the      
second anniversary of the Grant Date and an additional 33.4% on the third       
anniversary of the Grant Date, provided that the Participant is employed by     
the Company or a Subsidiary on each such vesting date.                          

The number of shares of Stock subject to Options to be issued under this        
Plan and the number of the individual shares issued in the initial grant        
listed above will increase on a pro rata basis to the extent that more than     
eleven million (11,000,000) New Common Shares (as defined in the Company's      
Plan of Reorganization) are issued in connection with the Plan of               
Reorganization, such that Participants will own (through the purchase of        
stock under Options granted under this Plan) 10%of the Reorganized Company      
(as defined in the Company's Plan of Reorganization), on a fully-diluted        
basis after giving effect to all warrants, options or other securities          
convertible into New Common Shares of the Company issued pursuant to the        
Plan of Reorganization.                                                         

                                                        PLAN EXHIBIT D

TERMSHEET FOR NEW HOLDINGS CREDITOR WARRANTS PLAN EXHIBIT D     
--------------------------------------------    

Issuer                                 ICG Communications ("ICG")               

Amount                                 The warrants are to purchase 800,000     
                          additional New Common Shares
                                (approximately 10 percent (10%) of
                             the aggregate amount of the New
                            Common Shares to be issued and
                                 outstanding on the Effective Date),
                                subject to customary anti-dilution
             provisions.Term

Maturity                               The warrants will exercisable any        
                              time up to 5 years from issuance

Price                                  Exercise price of the warrants will      
                            be $20.00 per New Common Share

Distribution                           If Class H-4 accepts the Plan,           
                                holders of Allowed Claims in Class
                             H-4 will receive their Pro Rata
                                share of the New Holdings Creditor
                             Warrants as soon as practicable
                                 following the Effective Date of the
                                Plan. If Class H-4 does not accept
                                  the Plan, the New Hold ings Creditor
                           Warrants shall not be issued.

                                                    PLAN EXHIBIT E

TERM SHEET FOR NEW SECURED NOTES    
--------------------------------    

Summary of Term Sheet for New Secured Notes ("Senior Facility")     
---------------------------------------------------------------     

Summary of Principal Terms    
--------------------------    

Borrower:                           ICG Communications, Inc.                    

Guarantors:                         All present and future subsidiaries         

Lenders:                            Lenders under Existing Credit Agreement     
                               dated as of August 12, 1999, as amended
                         (the "Existing Credit Agreement")

Administrative and                                                              
Collateral Agent:                   Royal Bank of Canada                        

Documentation Agent:                First Union National Bank (together         
                             with the Administrative Agent and the
                       Collateral Agent, the "Agents")

Amount:                             Equal to amount outstanding under           
                              existing credit agreement on effective
                       date ($84,573,943.83, being the
                         "Original Principal Amount") less
                              $25,000,000 paid as set forth below at
                          Closing ($59,573,943.83, being the
                   "Initial Principal Amount")

Final Maturity:                     Three years from the Closing Date           

Scheduled Amortization:             Payable as set forth below, each year       
                              in four equal installments, commencing
                             on the 90th day after the Closing and
                         payable every 90 days thereafter:

                           As more fully set forth on the Bank
                            Debt Amortization Schedules attached
                              hereto, during each of the three years
                               (each year ending on the anniversary of
                              the Closing), $25,000,000 in cash paid
                      at Closing, 10% of the Initial
                              Principal Amount in year two (provided
                           that in the event that the Borrower
                           does not prepay $7.2 million of the
                        Senior Facility from the sale of
                            Identified Assets (defined below) by
                            the first anniversary of the Closing
                       Date, the Borrower shall pay an
                            additional $1.5 million over the 10%
                           amortization scheduled for year two
                             which shall be paid ratably over year
                              two), and 15% of the Initial Principal
                              Amount in year three, with the balance
                  payable at Final Maturity.

Optional Prepayment:                The Borrower may prepay, in                 
                              full or in part, the Senior Facilities
                           without penalty; provided, however,
                             that each partial prepayment shall be
                               in an amount of $500,000 or an integral
                               multiple of $500,000 in excess thereof.

Mandatory Prepayment:               (a) 100% of net cash proceeds from the      
                               sale of the assets listed on Schedule I
                        attached hereto (the "Identified
                               Assets") up to a maximum amount of $7.2
                          million, which shall be applied to
                             prepay the Senior Facility in inverse
                             order of maturity (b)100% of net cash
                              proceeds from the sale of other assets
                            of the Borrower and its subsidiaries
                           (excluding sales of services in the
                       ordinary course of business but
                         including any non-ordinary course
                         IRUs), 50% of such proceeds to be
                             applied to prepay the Senior Facility
                             in inverse order of maturity, and 50%
                              of such proceeds to be applied ratably
                       over the scheduled amortization
                               payments, (c) 100% of net cash proceeds
                           of Extraordinary Receipts(1) (to be
                             defined in the loan documentation and
                       to exclude cash receipts in the
                          ordinary course of business but to
                              include any sale of receivables) which
                             shall be applied to prepay the Senior
                              Facility in inverse order of maturity,
                         (d) 100% of net proceeds from the
                               issuance of additional debt (other than
                            Subordinated Debt, as defined below)
                               permitted under the loan documentation,
                            which shall be applied to prepay the
                           Senior Facility in inverse order of
                              maturity, (e) 50% of net cash proceeds
                              from the issuance of Subordinated Debt
                          in excess of $65 million or equity
                              (plus the Subordinated Cerberus Notes,
                         as defined below), which shall be
                             applied to prepay the Senior Facility
                         in inverse order of maturity. For
                           purposes hereof "Subordinated Debt"
                           shall mean any debt of the Borrower
                     that (i) is unsecured (ii) is
                           subordinated in all respects to the
                             obligations of the Borrower under the
                               Senior Facility, (iii) has no principal
                               payments scheduled or otherwise payable
                           prior to the maturity of the Senior
                              Facility, (iv) requires the consent of
                         the Required Lenders for any cash
                              payments of interest and (v) otherwise
                     contains terms and conditions
                             satisfactory to the Required Lenders.
                         For purposes hereof, non-ordinary
                            course IRUs shall include IRUs for a
                            term in excess of 10 years for which
                           75% or more of the aggregate dollar
                               amount of lease payments are to be paid
                          within the first 35% of such lease
term.   
---------------------                                                           
(1)      This would include items such as tax refunds, indemnity payments,      
pension reversions and certain insurance proceeds that are    
probably not covered as "asset sale" proceeds.                

Interest:                           Payable at the Applicable Margin above      
                             Royal Bank of Canada's Base Rate (360
                        day basis) or, at the Borrower's
                      option, Royal Bank of Canada's
                     Eurodollar Rate (adjusted for
                             reserves). Interest based on the Base
                        Rate shall be payable monthly in
arrears.

                             Interest based on the Eurodollar Rate
                          shall be payable in arrears at the
                            earlier of the end of the applicable
                      interest period and quarterly.
                           Eurodollar Rate borrowings shall be
                        available for 1, 2, 3 or 6 month
                          interest periods.(2) Royal Bank of
                             Canada's "Base Rate" is a fluctuating
                               interest rate equal to the highest from
                       time to time of (i) the rate of
                            interest announced publicly by Royal
                              Bank of Canada in New York as its base
                              or prime rate and (ii) a rate equal to
                              1/2 of 1% per annum above the weighted
                         average of the rates on overnight
                               Federal funds transactions with members
                              of the Federal Reserve System arranged
                              by Federal funds brokers, as published
                           for such day by the Federal Reserve
                             Bank of New York, or, if such rate is
                            not so published for any day that is
                              not a Business Day, the average of the
                        quotations for such day for such
                    transactions received by the
                               Administrative Agent from three Federal
                            funds brokers of recognized national
                standing selected by it.

                               The "Applicable Margin" means 4.75% per
                             annum for Base Rate borrowings and 6%
                     per annum for Eurodollar Rate
                              borrowings. The Applicable Margin will
                           be reduced as set forth in the grid
                             below (so long as no Default or Event
                      of Default has occurred and is
                 continuing at such time):

--------------------------------------------------------------------------------
Cumulative Prepayment of Senior           Applicable Rate                       
Facility (excluding the $25,000,000       Base+                  LIBOR+         
payment at Closing ($ in Millions)                                              
--------------------------------------------------------------------------------
$0 - $  9,999,999                        475 bps                600 bps       
$10,000,000 - $14,999,999                425 bps                550 bps       
$15,000,000 - $19,999,999                375 bps                500 bps       
$20,000,000 - $24,999,999                325 bps                450 bps       
$25,000,000 - $29,999,999                275 bps                400 bps       
$30,000,000                              225 bps                350 bps       
--------------------------------------------------------------------------------
---------------------                                                           
(2)      The Base Rate definition should be conformed to any alternative        
formulation customarily used by the lead Lender.              

                            As used in the above chart, the term
                            "Cumulative Prepayment of the Senior
                            Facility" means the aggregate of all
                       payments in excess of scheduled
                           amortization payments to the extent
                               applied to prepay principal outstanding
                            under the Senior Facility in inverse
                            order of maturity (excluding for all
                           purposes the $25,000,000 payment at
 Closing).

                             During the continuance of any default
                         under the loan documentation, the
                              Applicable Margin shall increase by 2%
  per annum.

Annual Agency Fee:                  $100,000 in year one, such fee to be        
                               payable on the Closing Date; $75,000 in
                               year two, such fee to be payable on the
                              first anniversary of the Closing Date;
                              and $75,000 in year three, such fee to
                               be payable on the second anniversary of
         the Closing Date.

Documentation                                                                   
Agent Fee:                          $150,000 one-time fee payable on the        
    Closing Date

Security:                           First priority lien on all unencumbered     
                          present and future property of the
                               Borrower and the Borrower's present and
                              future subsidiaries, including without
                            limitation owned stock, real estate,
                               leaseholds, fixtures, accounts, license
                     rights and spectrum, patents,
                           trademarks, tradenames, copyrights,
                          chattel paper, insurance proceeds,
                          contract rights, hedge agreements,
                         cash, bank accounts, tax refunds,
                       documents, instruments, general
                          intangibles, inventory, equipment,
                        vehicles and other goods; second
                       priority lien on all encumbered
 property.

Facility Fees:                      2.5% of the Initial Principal Amount        
                   payable in cash at Closing.

Conditions Precedent:               Those customarily found in credit           
                             agreements for similar financings and
                             others appropriate in the judgment of
                         the Administrative Agent for this
                       transaction, including, without
                  limitation, the following:

                             (a)     All documentation relating to
                                   the Transaction shall be in
                                       form and substance satisfactory
                                   to the Lenders, including a
                                      credit agreement incorporating
                                   substantially the terms and
                                   conditions outlined herein,
                                      shall be in form and substance
                                    satisfactory to the Lenders.

                          (b)     All governmental and third
                                    party consents and approvals
                                    necessary in connection with
                                      the Senior Facility shall have
                                  been obtained (without the
                                    imposition of any conditions
                                      that are not acceptable to the
                                    Lenders) and shall remain in
                                      effect; all applicable waiting
                                  periods shall have expired
                                      without any action being taken
                                       by any competent authority; and
                                     no law or regulation shall be
                                     applicable in the judgment of
                                   the Lenders that restrains,
                                      prevents or imposes materially
                                   adverse conditions upon the
                          Senior Facilities.

                               (c)     The Lenders shall have received
                                    (i) satisfactory opinions of
                                   counsel to the Borrower, of
                                     counsel to the Administrative
                                     Agent and of local counsel to
                             the Lenders as to the
                                 transactions contemplated
                                      hereby and (ii) such corporate
                                     resolutions, certificates and
                                      other documents as the Lenders
                                 shall reasonably request.

                               (d)     All reasonable accrued fees and
                                      expenses of the Agents and the
                                       Lenders (including the fees and
                                     expenses of counsel and other
                                  advisors to the Agents and
                                     local counsel to the Lenders)
                             shall have been paid.

                               (e)     The Company shall have received
                                     not less than $65 million net
                                      cash proceeds, less applicable
                                     fees and expenses incurred in
                                       the issuance of the securities,
                                      from the sale of not less than
                              $25 million in secured
                              Subordinated Debt (the
                                      "Subordinated Cerberus Notes")
                                     and not less than $40 million
                                      in unsecured Subordinated Debt
                                      (the "Subordinated PIK Notes")
                                   which shall be evidenced by
                                      definitive documentation which
                                      shall be in form and substance
                                  satisfactory to the Agent.

(f)                                         Subordination Agreements with       
                                   respect to any Indebtedness
                                    relating to the Subordinated
                                       Cerberus Notes and Subordinated
                                PIK Notes and collateral
                                arrangements in form and
                                   substance acceptable to the
                                       Agent with terms and conditions
                                  as set forth in Exhibit B.

(g)                                         Entry of a final order              
                            confirming a plan of
                                       reorganization which is in form
                                     and substance satisfactory to
                               the Agent (the "Plan").

(h)                                         Occurrence of the Effective         
                                      Date of the Plan in accordance
                                      with its terms (such terms not
                                  to be modified without the
                              consent of the Agent).

(i)                                         the Debtors shall have paid in      
                                   full all accrued and unpaid
                                     interest and fees (including,
                                    without limitation, all fees
                                  and expenses of attorneys,
                                 accountants and financial
                                    advisors) of the Lenders and
                                    the Agent under the Existing
                         Credit Agreement.

Representations and                                                             
Warranties:                         Those customarily found in credit           
                             agreements for similar financings and
                             others appropriate in the judgment of
                         the Administrative Agent for this
   transaction

Covenants:                          Those negative, affirmative and             
                             financial covenants customarily found
                        in credit agreements for similar
                              financings (applicable to the Borrower
                        and its subsidiaries) and others
                          appropriate in the judgment of the
                     Administrative Agent for this
                       transaction, including, without
                  limitation, the following:

                           (a)     Affirmative Covenants - (i)
                                Compliance with laws and
                                       regulations (including, without
                             limitation, ERISA and
                                 environmental laws); (ii)
                                  payment of taxes and other
                                      obligations; (iii) maintenance
                                   of appropriate and adequate
                                       insurance; (iv) preservation of
                                   corporate existence, rights
                                (charter and statutory),
                                     franchises, permits, licenses
                                      and approvals; (v) preparation
                                      of environmental reports; (vi)
                                 visitation and inspection
                                       rights; (vii) keeping of proper
                                books in accordance with
                                     generally accepted accounting
                                      principles; (viii) maintenance
                                       of properties; (ix) maintenance
                                    of a cash collateral account
                                      with First Union National Bank
                                     or another bank acceptable to
                                       the Administrative Agent and of
                                     lockbox and blocked accounts,
                             in each case on terms
                                    satisfactory to the Lenders;
                                  (x) performance of leases,
                                   related documents and other
                                 material agreements; (xi)
                                    conducting transactions with
                                      affiliates on terms equivalent
                                 to those obtainable on an
                                 arm's-length basis; (xii)
                                 further assistances as to
                                  perfection and priority of
                                  security interests; (xiii)
                                       grant of security on additional
                                    property and assets upon the
                                 occurrence of an Event of
                                Default; (xiv) customary
                                     financial and other reporting
                                requirements (including,
                                   without limitation, audited
                                       annual financial statements and
                                       monthly and quarterly unaudited
                                     financial statements, in each
                                       case prepared on a consolidated
                                  and a consolidating basis,
                                       notices of defaults, compliance
                                     certificates, annual business
                                       plans and forecasts, reports to
                              shareholders and other
                                  creditors, periodic status
                              reports on the sale of
                                   Identified Assets and other
                              business and financial
                                       information as any Lender shall
                                     reasonably request); and (xv)
                                  Borrower will use its best
                                      efforts to sell the Identified
                                    Assets as soon as reasonably
                    practicable.

                    (b)     Negative Covenants -
                                 Restrictions on (i) liens
                                      (other than liens securing the
                                Senior Facilities, liens
                                 securing the Subordinated
                                Cerberus Notes and liens
                                    specified as in existence on
                                      the effective date of the Plan
                                       (as described in the Disclosure
                                     Statement dated April 3, 2002
                                       which is annexed hereto)); (ii)
                                 debt, guaranties or other
                              contingent obligations
                                       (including, without limitation,
                                the subordination of all
                                    intercompany indebtedness on
                                 terms satisfactory to the
                                     Lenders) other than: (w) debt
                                      existing on the effective date
                                    of the Plan (as described in
                                      the Disclosure Statement dated
                                    as of April 3, 2002 which is
                                    annexed hereto); (x) capital
                                lease and purchase money
                                       indebtedness, not to exceed $10
                                     million, (y) the Subordinated
                              Cerberus Notes and the
                                  Subordinated PIK Notes and
                         (iii) mergers and
                                      consolidations (other than the
                                      Restructuring Transactions set
                                       forth in the Plan); (iv) sales,
                           transfers and other
                                     dispositions of assets (other
                                    than sales of service in the
                                    ordinary course of business,
                             excluding the sale of
                                receivables); (v) loans,
                                    acquisitions, joint ventures
                                   and other investments; (vi)
                           dividends and other
                                      distributions to stockholders;
                          (vii) creating new
                                       subsidiaries; (viii) becoming a
                              general partner in any
                                      partnership; (ix) repurchasing
                                    shares of capital stock; (x)
                               prepaying, redeeming or
                                repurchasing debt; (xii)
                                       granting negative pledges other
                                  than to the Administrative
                                     Agent and the Lenders; (xiii)
                                  changing the nature of its
                                business; (xiv) amending
                                    organizational documents, or
                                       amending or otherwise modifying
                                      any debt, any related document
                             or any other material
                                    agreement; and (xv) changing
                              accounting policies or
                                       reporting practices; in each of
                                      the foregoing cases, with such
                                   exceptions as may be agreed
                                       upon in the loan documentation.

                             (c)     Financial Covenants - Minimum
                                       EBITDA (see attached Exhibit A)
                                     and minimum cash balance (see
                                    attached Exhibit A), each of
                                      the foregoing to be based upon
                                     the Borrower's business plan.
                                      All of the financial covenants
                               will be calculated on a
                                       consolidated basis and for each
                                       consecutive four fiscal quarter
                                     period occurring prior to the
                                   Final Maturity, except that
                                       during the first year following
                             the Closing Date such
                                      measurements shall be made for
                                     the period of times since the
                     Closing Date.

                               (d)     Capital Expenditure Covenants -
                                       (i) Capital expenditures cannot
                                 exceed 100% of Borrower's
                                       business plan in the aggregate,
                                  less any amounts permitted
                                      under the capital lease basket
                                 referred to in (b)(ii)(y)
                                   above. Capital expenditures
                               will be calculated on a
                                       consolidated basis and for each
                                       consecutive four fiscal quarter
                                     period occurring prior to the
                                   Final Maturity, except that
                                       during the first year following
                             the Closing Date such
                                      measurements shall be made for
                                    the period of time since the
                     Closing Date.

                                   (ii) For all point to point
                                      broadband capital expenditures
                                      in years 2002, 2003, and 2004,
                                      the Chief Financial Officer of
                                    the Borrower shall provide a
                                       certificate to the Lenders on a
                                      quarterly basis reporting: the
                                  amount of actual aggregate
                              point to point capital
                            expenditures for the
                                     immediately preceding quarter
                                   compared to planned capital
                                      expenditures for that quarter,
                                  and the amount of point to
                                 point capital expenditure
                                      projects authorized during the
                                     immediately preceding quarter
                                    specifying for such projects
                               the aggregate projected
                                      quarterly cash flows, internal
                                  rate of return and payback
                                   periods. The Borrower shall
                                     deliver with such certificate
                                       the computations supporting the
                      certification.

Events of Default:                  Those customarily found in credit           
                             agreements for similar financings and
                          appropriate in the judgment of the
                     Administrative Agent for this
    transaction.

Expenses:                           The Borrower shall pay all of the           
                         reasonable out-of-pocket expenses
                             incurred by the Agents (including the
                           fees and expenses of counsel to the
                               Agents), as well as all expenses of the
                     Agents in connection with the
                  administration of the loan
                              documentation. The Borrower shall also
                          pay the expenses of the Lenders in
                              connection with the enforcement of any
                  of the loan documentation.

                               The Administrative Agent shall have the
                            right to obtain a field audit from a
                               third party on an annual basis with the
                       cost thereof to be borne by the
 Borrower.

Indemnity:                          Standard provisions for similar credit      
   agreements.

Required Lenders:                   51%                                         

Assignments and                                                                 
Participations:                     Without the consent of the                  
                              Administrative Agent, assignments must
                              be either (i) in the minimum amount of
                               $2,000,000 or (ii) the entire amount of
                          any Lender's pro rata share of the
                               Senior Facility. No participation shall
                             include voting rights, other than for
                              reductions or postponements of amounts
                     payable or releases of all or
                            substantially all of the collateral;
                        provided, that no assignments or
                         participations may be made to any
                             Person owning at such time any of the
                             capital shares of the Company without
                            the consent of the Required Lenders.

Miscellaneous:                      Standard yield protection (including        
                          compliance with risk-based capital
                             guidelines, increased costs, payments
                               free and clear of withholding taxes and
                              interest period breakage indemnities),
                         eurodollar illegality and similar
   provisions.

Closing:                            Not earlier than the entry of a final       
                             order confirming a plan and not later
                            than the effective date of the Plan.

Governing Law:                      New York                                    

Counsel to the                                                                  
Administrative Agent:               Shearman & Sterling                         

                                                                       EXHIBIT A

EBITDA and Minimum Cash Balance Covenants     

  So long as any advance or any other obligation of any Loan Party
under any Senior Facility loan document shall remain unpaid, or any Lender      
shall have any commitment under any Senior Facility loan document, the          
Borrower will:                                                                  

             (a) Minimum EBITDA: At the end of each fiscal quarter set
forth below, maintain consolidated EBITDA for each consecutive
four fiscal quarter period (except that during the first year 
    following the Closing Date such measurements shall be made for the
    period of time since the Closing Date) of the Borrower of not less
  than the amount set forth below for each period set forth below:

   Fiscal Quarter Ending                    Amount
---------------------                       
      June 30, 2002                          $15,540,000
      September 30, 2002                     $30,901,000
      December 31, 2002                      $46,351,000
      March 31, 2003                         $63,854,000
      June 30, 2003                          $67,251,000
      September 30, 2003                     $70,649,000
      December 31, 2003                      $74,046,000
      March 31, 2004                         $79,586,000
      June 30, 2004                          $85,428,000
      September 30, 2004                     $91,269,000
      December 31, 2004                      $97,111,000
      March 31, 2005                        $109,708,000

   As used herein "EBITDA" means, with respect to any person for any
period, the sum of the following, determined on a consolidated basis            
without duplication, in accordance with GAAP: (a) net income (or net loss)      
of such person and its subsidiaries for such period plus (b) the sum of the     
following (in each case, to the extent deducted in determining net income)      
(i) income and franchise tax expenses of such person and its subsidiaries,      
(ii) interest expense of such person and its subsidiaries, (iii)                
amortization, depreciation and other non-cash charges and (iv) any              
non-recurring extraordinary losses, less (c) interest income of such person     
and its subsidiaries and any non-recurring extraordinary gains.                 

             (b) Minimum Cash Balance. Maintain at all times a minimum
cash balance of an amount equal to (i) 75% of the outstanding 
 principal amount of the Senior Facility for the period from the
  Closing Date until the first anniversary of the Closing Date and
(ii) at all times thereafter, an amount equal to 50% of the   
outstanding principal amount of the Senior Facility.          

                                                                       EXHIBIT B

                                                          TERMS OF SUBORDINATION

 1. The obligations of the holders under, and in respect of, any
Subordinated Debt, the Subordinated Cerberus Notes and the Subordinated PIK     
Notes (all such obligations being referred to herein as the "Subordinated       
Obligations") shall, to the extent and in the manner set forth in this          
Exhibit B, be subordinated in right of payment to the prior payment in          
full, in cash or cash equivalents, of all obligations of the Borrower and       
the Guarantors (collectively, the "Loan Parties") under, and in respect of,     
the Senior Facility loan documents (the "Loan Documents"), all such             
obligations being referred to herein as the "Senior Indebtedness".              

   2. (a) During the continuance of any Event of Default (as defined
in the credit agreement governing the Senior Indebtedness), with respect to     
any Senior Indebtedness pursuant to which the maturity thereof may be           
accelerated, upon receipt by the Borrower (with a copy to the agent for the     
holders of the Subordinated Obligations) of written notice from a               
representative for the holders of such Senior Indebtedness (or the holders      
of at least a majority in principal amount of such Senior Indebtedness then     
outstanding), no payment of the Subordinated Obligations hereunder may be       
made by or on behalf of any Loan Party for a period (a "Payment Blockage        
Period") commencing on the date of receipt of such notice and ending 179        
days thereafter (unless, in each case, such Payment Blockage Period shall       
be terminated by written notice to any Loan Party from such representatives     
for such holders or by payment in full in cash or cash equivalents of such      
Senior Indebtedness or such event of default has been cured or waived). Not     
more than one Payment Blockage Period may be commenced with respect to the      
Subordinated Obligations during any period of 360 consecutive days.             
Notwithstanding anything in this Exhibit to the contrary, there must be 180     
consecutive days in any 360-day period in which no Payment Blockage Period      
is in effect. No event of default that existed or was continuing (it being      
acknowledged that any subsequent action that would give rise to an event of     
default pursuant to any provision under which an event of default               
previously existed or was continuing shall constitute a new event of            
default for this purpose) on the date of the commencement of any Payment        
Blockage Period with respect to the Senior Indebtedness initiating such         
Payment Blockage Period shall be, or shall be made, the basis for the           
commencement of a second Payment Blockage Period by the representative for,     
or the holders of, such Senior Indebtedness, whether or not within a period     
of 360 consecutive days, unless such event of default shall have been cured     
or waived for a period of not less than 90 consecutive days.                    

(b) Notwithstanding any provision to the contrary in the      
documentation setting forth the terms of the Subordinated Obligations,          
except for scheduled interest payments that are not subject to a payment        
blockage pursuant to paragraph 2(a) hereof, no payment (including mandatory     
prepayments) in respect of the Subordinated Obligations may be made by any      
Loan Party to the holders of the Subordinated Obligations unless and until      
the holders of the Senior Obligations shall have been paid in full in cash,     
and any such payment received by any holder of the Subordinated Obligations     
shall be received and held in trust for the benefit of, and shall be paid       
over or delivered to, the holders of Senior Indebtedness (pro rata to such      
holders on the basis of such respective amount of Senior Indebtedness held      
by such holders) or their respective representatives, as their respective       
interests appear, for application to the payment of Senior Indebtedness         
remaining unpaid until all such Senior Indebtedness has been paid in full,      
in cash or cash equivalents, after giving effect to any concurrent payment,     
distribution or provision therefor to or for the holders of such Senior         
Indebtedness                                                                    

3. (a) Upon any payment or distribution of assets of any Loan 
Party of any kind or character, whether in cash, property or securities, in     
connection with any dissolution or winding up or total or partial               
liquidation or reorganization of any Loan Party, whether voluntary or           
involuntary, or in bankruptcy, insolvency, receivership or other                
proceedings or other marshalling of assets for the benefit of creditors,        
all amounts due or to become due upon all Senior Indebtedness shall first       
be paid in full, in cash or cash equivalents, before the holders of the         
Subordinated Obligations shall be entitled to receive any payment by (or on     
behalf of) such Loan Party on account of its Subordinated Obligations, or       
to acquire any of the Subordinated Obligations or any distribution by such      
Loan Party with respect to the Subordinated Obligations, in each case of        
any cash, property or securities of such Loan Party (except that the            
holders of Subordinated Obligations may receive and retain junior               
securities from a previously established defeasance trust). Any such            
payment or distribution by (or on behalf of) such Loan Party on account of      
its Subordinated Obligations in connection with any such dissolution,           
winding up, liquidation or reorganization to which the holders of the           
Subordinated Obligations would be entitled, but for these subordination         
provisions, shall be made by such Loan Party or by any receiver, trustee in     
bankruptcy, liquidating trustee, agent or other similar Person making such      
payment or distribution or by the holders of the Subordinated Obligations       
if received by them or it, directly to the holders of Senior Indebtedness       
(pro rata to such holders on the basis of the respective amounts of Senior      
Indebtedness held by such holders) or their representatives as their            
respective interests appear, to the extent necessary to pay all such Senior     
Indebtedness in full, in cash or cash equivalents after giving effect to        
any concurrent payment, distribution or provision therefor to or for the        
holders of such Senior Indebtedness.                                            

(b) To the extent any payment of Senior Indebtedness by (or on
behalf of) any Loan Party, including as proceeds of security or enforcement     
of any right of setoff, is set aside or required to be paid to any              
receiver, trustee in bankruptcy, liquidating trustee, agent or other            
similar Person under any bankruptcy, insolvency, receivership, fraudulent       
conveyance or similar law, then the Senior Indebtedness or part thereof         
originally intended to be satisfied by such payment shall be deemed to be       
reinstated and outstanding as if such payment had not occurred.                 

(c) No holder of any Subordinated Obligations nor any agent   
therefor shall commence, prosecute or participate in any action, suit or        
proceeding seeking to challenge the validity, enforceability, amount or         
priority of any Senior Indebtedness or any liens securing any Senior            
Indebtedness, unless agreed to in writing by the Collateral Agent or            
otherwise required by applicable law or judicial order.                         

(d) In the event that, notwithstanding the foregoing provision
prohibiting such payment or distribution, any payment or distribution of        
assets of any Loan Party of any kind or character, whether in cash,             
property or securities, shall be received by any holder of Subordinated         
Obligations at a time when such payment or distribution is prohibited by        
paragraph 3(a) hereof and before all Senior Indebtedness is paid in full,       
in cash or cash equivalents, such payment or distribution shall be received     
and held in trust for the benefit of, and shall be paid over or delivered       
to, the holders of Senior Indebtedness (pro rata to such holders on the         
basis of such respective amount of Senior Indebtedness held by such             
holders) or their respective representatives, as their respective interests     
appear, for application to the payment of Senior Indebtedness remaining         
unpaid until all such Senior Indebtedness has been paid in full, in cash or     
cash equivalents, after giving effect to any concurrent payment,                
distribution or provision therefor to or for the holders of such Senior         
Indebtedness.                                                                   

    (e) For purposes of this paragraph 3, the words "cash, property or
securities" shall not be deemed to include, so long as the effect of this       
clause is not to cause the Subordinated Obligations to be treated in any        
case or proceeding or similar event described in this paragraph 3 as part       
of the same class of claims as the Senior Indebtedness or any class of          
claims pari passu with, or senior to, the Senior Indebtedness for any           
payment or distribution, securities of any Loan Party or any other              
corporation provided for by a plan of reorganization or readjustment that       
are subordinated, at least to the extent that the Subordinated Obligations      
are subordinated, to the payment of all Senior Indebtedness then                
outstanding; provided that (1) if a new corporation results from such           
reorganization or readjustment, such corporation assumes the Senior             
Indebtedness and (2) the rights of the holders of the Senior Indebtedness       
are not, without the consent of such holders, altered by such                   
reorganization or readjustment.                                                 

    4. (a) Upon the payment in full of all Senior Indebtedness in cash
or cash equivalents, the holders of the Subordinated Obligations shall be       
subrogated to the rights of the holders of Senior Indebtedness to receive       
payments or distributions of cash, property or securities of the Loan           
Parties made on such Senior Indebtedness until the principal of, premium,       
if any, and interest on the Subordinated Obligations shall be paid in full;     
and, for the purposes of such subrogation, no payments or distributions to      
the holders of the Senior Indebtedness of any cash, property or securities      
to which the holders of the Subordinated Obligations would be entitled          
except for these subordination provisions, and no payment pursuant to these     
subordination provisions to the holders of Senior Indebtedness by holders       
of the Subordinated Obligations shall, as between the Loan Parties, their       
creditors other than holders of Senior Indebtedness, and the holders of the     
Subordinated Obligations, be deemed to be a payment by the Loan Parties to      
or on account of the Senior Indebtedness. It is understood that these           
subordination provisions are intended solely for the purpose of defining        
the relative rights of the holders of the Subordinated Obligations, on the      
one hand, and the holders of the Senior Indebtedness, on the other hand.        

(b) If any payment or distribution to which the holders of the
Subordinated Obligations would otherwise have been entitled but for the         
provisions of this Exhibit B shall have been applied, pursuant to the           
provisions of this Exhibit B to the payment of all amounts payable under        
Senior Indebtedness, then, and in such case, the holders of the                 
Subordinated Obligations shall be entitled to receive from the holders of       
such Senior Indebtedness any payments or distributions received by such         
holders of Senior Indebtedness in excess of the amount required to make         
payment in full, in cash or cash equivalents, of such Senior Indebtedness.      

5. (a) Nothing contained in these subordination provisions is 
intended to or shall impair, as among the Loan Parties and the holders of       
the Subordinated Obligations, the obligation of the Loan Parties, which is      
absolute and unconditional, to pay to the holders of the Subordinated           
Obligations the Subordinated Obligations as and when the same shall become      
due and payable in accordance with the terms thereof, or is intended to or      
shall affect the relative rights of the holders of the Subordinated             
Obligations and creditors of the Loan Parties other than the holders of the     
Senior Indebtedness, nor shall anything herein prevent the holders of the       
Subordinated Obligations from exercising all remedies otherwise permitted       
by applicable law upon default, subject in each case to the rights, if any,     
of the holders of the Senior Indebtedness set forth herein.                     

   (b) The holders of the Subordinated Obligations will not exercise
any claim, remedy or right that they may now have or hereafter acquire          
against any Loan Party that arises under, out of or in connection with the      
Subordinated Obligations, whether or not such claim, remedy or right arises     
in equity or under contract, statute or common law, including, without          
limitation, the right to take or receive from any Loan Party, directly or       
indirectly, in cash or other property or by set-off or in any other manner,     
payment or security on account of such claim, remedy or right, unless and       
until all of the Senior Indebtedness shall have been paid in full in cash       
(or, in the case of letters of credit, collateralized in full and in cash);     
provided, however, that notwithstanding the foregoing, (i) the holders of       
the Subordinated Obligations may (A) ask or make demand in respect of           
payments permitted to be received by paragraph 2(a) of this Exhibit, (B)        
exercise any and all of their rights and remedies in respect of conversion      
to equity of any Subordinated Obligations, and (C) sell, assign or              
otherwise transfer any and all of the Subordinated Obligations and their        
rights relating thereto, subject to the provisions of this Exhibit, and         
(ii) if an event of default with respect to the Subordinated Obligations        
shall have occurred and be continuing, the holders of the Subordinated          
Obligations may (i) accelerate any or all of the Subordinated Obligations,      
(ii) file and prosecute a lawsuit to collect, or otherwise enforce, subject     
to the provisions of this Exhibit, any and all of the rights in respect of,     
the Subordinated Obligations, (iii) commence, or join with any other            
creditor in commencing, any proceeding referred to in paragraph 3(a) of         
this Exhibit against the Borrower or any Loan Party, and (iv) exercise the      
rights of such holders in any proceeding referred to in paragraph 3(a) of       
this Exhibit, subject to the terms of this Exhibit B, and (v) realize upon      
and exercise any and all remedies in respect of any assets securing the         
Subordinated Cerberus Notes following, in the case of any assets of the         
Loan Parties upon which the Collateral Agent has a valid, perfected and         
enforceable lien, (A) written notice to the agent for the holders of the        
Senior Obligations, and (B) the expiration of 180 days, unless prior to the     
end of such 180-day period, the Collateral Agent shall have commenced and       
be pursuing enforcement of its liens on such assets in a commercially           
reasonable manner (it being recognized that the agent shall have no duties      
or obligations to the holders of the Subordinated Cerberus Notes in so          
doing, other than as expressly set forth in a collateral agency agreement,      
containing customary terms, to be entered into among the parties).              

6. Upon any payment or distribution of assets or securities   
referred to in this Exhibit B, the holders of the Subordinated Obligations      
shall be entitled to rely upon any order or decree made by any court of         
competent jurisdiction in which bankruptcy, dissolution, winding up,            
liquidation or reorganization proceedings are pending, or upon a                
certificate of the receiver, trustee in bankruptcy, liquidating trustee,        
agent or other similar Person making such payment or distribution,              
delivered to the holders of the Subordinated Obligations for the purpose of     
ascertaining the persons entitled to participate in such distribution, the      
holders of the Senior Indebtedness and other Indebtedness of the Loan           
Parties, the amount thereof or payable thereon, the amount or amounts paid      
or distributed thereon and all other facts pertinent thereto or to these        
subordination provisions.                                                       

7. The failure to make a payment on account of principal of,  
premium, if any, or interest on the Subordinated Obligations by reason of       
any provision of these subordination provisions will not be construed as        
preventing the occurrence of an Event of Default under such Subordinated        
Obligations.                                                                    

8. The holders of Senior Indebtedness (or any portion of them)
may, with respect to the Senior Indebtedness and any and all collateral         
therefor and guaranties thereof, at any time and from time to time, without     
the consent of or notice to the holders of the Subordinated Obligations,        
without incurring responsibility to the holders of the Subordinated             
Obligations and without impairing or releasing the subordination provisions     
or the obligations hereunder of the holders of the Subordinated Obligations     
to the holders of Senior Indebtedness, but subject to the following             
proviso, agree to amend, waive, supplement or otherwise modify the terms or     
conditions of any of the Senior Indebtedness, or grant extensions of the        
time of payment or performance of, and make compromises in respect of, any      
or all of the Senior Indebtedness (including, without limitation, releases      
of collateral held by the Collateral Agent on behalf of the holders of          
Senior Indebtedness and the holders of Subordinated Obligations or              
guaranties of, and settlements with, the Loan Parties or any other Persons,     
including any guarantor, surety or provider of collateral security for the      
Senior Indebtedness) and the agreements, instruments and other documents        
related thereto, including (without limitation) any one or more of the          
following: (a) change the manner, place or terms of payment or extend the       
time of payment of, or renew or alter, Senior Indebtedness or any               
instrument evidencing the same or any agreement under which Senior              
Indebtedness is outstanding or secured; (b) sell, exchange, release or          
otherwise deal with any property pledged, mortgaged or otherwise securing       
Senior Indebtedness; (c) release any Person liable in any manner for the        
collection of Senior Indebtedness; and (d) exercise or refrain from             
exercising any rights against the Loan Parties and any other Person;            
provided, however, that the holders of the Senior Indebtedness shall not        
without the prior written consent of a majority (in aggregate dollar            
amount) of the holders of Subordinated Cerberus Notes (i) increase the          
principal amount of the Senior Indebtedness outstanding at any time, or         
(ii) extend the final maturity date of any Senior Indebtedness, except that     
for all purposes of the Exhibit, insofar as the provisions of this Exhibit      
apply to the Subordinated PIK Notes, but not to the Subordinated Cerberus       
Notes, the term "Senior Indebtedness" shall include any refunding or            
refinancing of the then outstanding principal amount of any original Senior     
Indebtedness and the then outstanding principal amount of the Subordinated      
Cerberus Notes and any refunding or refinancing thereof.                        

    9. Nothing contained herein shall prevent the Loan Parties, except
under the conditions described in paragraph 2 or 3, from making payments of     
interest on the Subordinated Obligations, on the terms set forth in the         
instruments or agreements evidencing the Subordinated Obligations as of the     
date of this Agreement, to the holders entitled thereto unless, at least        
two Business Days prior to the date upon which such payment becomes due and     
payable, the relevant representative shall have received the written notice     
provided for in paragraph 2(a). The Borrower shall give prompt written          
notice to the relevant representative of any dissolution, winding up,           
liquidation or reorganization of any Loan Party.                                

 10. The holders of the Subordinated Obligations acknowledge and
agree that the security interests in and liens on the assets of the Loan        
Parties granted to the Collateral Agent on behalf of the Lenders are senior     
to any security interest and lien on such assets granted by the Loan            
Parties to the agent for the holders of the Subordinated Cerberus Notes and     
that any such security interest or lien on such assets granted or claimed       
to be granted by the Loan Parties to the holders of the Subordinated            
Cerberus Notes is subordinate to the security interests and liens granted       
to the Collateral Agent on behalf of the Lenders, regardless of the time or     
order of attachment or perfection of any of such liens or security              
interests, the time or order of filing of financing statements, the             
acquisition of purchase money or other liens or security interests, the         
time of giving or failure to give notice of the acquisition or expected         
acquisition of purchase money or other liens or security interests, or any      
other circumstances whatsoever, notwithstanding any provision of applicable     
law relating to perfection or priority to the contrary; provided, however,      
notwithstanding the foregoing or any other provision of this Exhibit, in        
the event that the Collateral Agent does not hold a valid, perfected and        
enforceable lien on any assets of any Loan Party, then the lien                 
subordination herein shall not be effective on any date with respect to any     
such assets on which the Junior Agent holds on behalf of the holdersof the      
Subordinated Cerberus Notes a valid, perfected and enforceable lien. For        
purposes of the foregoing allocation of priorities, any claim of a right of     
setoff shall be treated in all respects as a security interest, and no          
claimed right of setoff shall be asserted by any Creditor to defeat or          
diminish the rights or priorities of any other Creditor provided for            
herein. The agent for the holders of the Subordinated Cerberus Notes hereby     
agrees, upon request of the Collateral Agent at any time and from time to       
time, to execute such other documents or instruments as may be reasonably       
requested by the Collateral Agent further to evidence as a matter of public     
record or otherwise the senior priority of the liens securing the Senior        
Indebtedness as contemplated by this Agreement. In addition, the holders of     
the Subordinated Cerberus Notes hereby acknowledge and agree that the           
Collateral Agent will take possession of all collateral for which               
possession is, in the reasonable judgment of the Collateral Agent, the          
preferred method of perfection under the relevant provisions of the Uniform     
Commercial Code. With respect to any assets of the Loan Parties in which a      
security interest may be perfected under the Uniform Commercial Code or         
other relevant law only by possession or control (collectively, "Specified      
Collateral"), each of the Collateral Agent on behalf of the holders of          
Senior Indebtedness (collectively, the "Senior Lenders"), on the one hand,      
and the agent (the "Junior Agent") for the holders of the Subordinated          
Cerberus Notes (collectively, the "Junior Lenders"), on the other hand (the     
Collateral Agent and the Junior Agent, each, an "Agent"), hereby appoints       
the other Agent as agent for the purposes of perfecting the other Agent's       
liens on any of all Specified Collateral in the possession or control of        
such Agent; provided, that, the Agent in possession of any Specified            
Collateral shall not have any duty or liability to protect or preserve any      
rights pertaining to any such Specified Collateral and, except for gross        
negligence or willful misconduct as determined pursuant to a final              
non-appealable order of a court of competent jurisdiction, and the              
non-possessing Agent and the Senior Lender or the Junior Lenders, as the        
case may be, hereby waives, and releases the other Agent from, all claims       
and liabilities arising pursuant to the possessing Agent's role as bailee       
with respect to such Specified Collateral, so long as the possessing Agent      
shall use the same degree of care with respect thereto as the possessing        
Agent uses for similar property pledged to the possessing Agent as              
collateral for obligations of others owing to the possessing Agent. After       
all Senior Indebtedness is paid in full, possession, control or the other       
rights with respect to any such Specified Collateral remaining shall be         
immediately transferred to the Junior Agent. Each of the Senior Lenders and     
the Junior Lenders and each Agent (each, a "Secured Party") acknowledges        
and agrees that no other Secured Party makes any representation or warranty     
whatsoever as to the nature, extent, description, validity or priority of       
any Specified Collateral or the security interests in or liens upon any         
Specified Collateral.                                                           

   11. Without the necessity of any reservation of rights against or
any notice to or assent by holders of the Subordinated Obligations, subject     
to the provisions of paragraphs 8 and 10 hereof, any demand for payment of      
any of the Senior Indebtedness may be rescinded, in whole or in part, and       
any of the Senior Indebtedness may be continued or extended, and the            
Collateral Agent and the Senior Lenders may exercise or refrain from            
exercising any rights and remedies against the Loan Parties and the assets      
securing the Senior Indebtedness, all without impairing, abridging,             
releasing or affecting the subordination provisions or any of the other         
agreements or obligations of holders of the Subordinated Obligations or the     
Loan Parties. Subject to the provisions of paragraph 10 hereof, neither the     
Collateral Agent nor any of the Senior Lenders shall have any fiduciary         
duty to holders of the Subordinated Obligations or any other implied            
obligation to act or refrain from acting with respect to the Loan Parties       
or the collateral therefor, or with respect to any of the Senior                
Indebtedness in any manner that is contrary to what the Collateral Agent or     
the Senior Lenders may determine from time to time is in its or their own       
interests.                                                                      

12. (a) Any holder of a Subordinated Cerberus Note that is    
controlled or managed by Cerberus Capital Management, L.P. or any affiliate     
thereof, or any other holder of a Subordinated Cerberus Note that is            
designated to the Collateral Agent in writing by Cerberus Capital               
Management, L.P. or any affiliate thereof as having rights under this           
paragraph 12 (the "Electing Junior Lender") shall have the option at any        
time upon not less than 10 Business Days' prior written notice to the           
Collateral Agent to purchase all of the Senior Indebtedness from the            
Collateral Agent and the Senior Lenders. Any such notice from the Electing      
Junior Lender to the Collateral Agent shall be irrevocable. If more than        
one holder of the Subordinated Cerberus Notes shall have delivered a notice     
indicating its intention to purchase all of the Senior Indebtedness, the        
Collateral Agent and the Senior Lenders shall have no obligations with          
respect to such notices other than with respect to the first such notice        
received by the Collateral Agent.                                               

 (b) On the date specified by the Electing Junior Lender in such
notice (which shall not be less than 10 days, nor more than 30 days, after      
the receipt by the Collateral Agent of the notice from the Electing Junior      
Lender of its election to exercise such option), the Collateral Agent and       
the Senior Lenders shall, subject to any required approval of any court or      
other regulatory or governmental authority then in effect, if any, sell to      
the Electing Junior Lender, and the Electing Junior Lender shall purchase       
from the Collateral Agent and the Senior Lenders, the Senior Indebtedness,      
together with their interests in the all assets of the Loan parties             
securing the Senior Indebtedness (collectively, "Senior Collateral").           

  (c) Upon the date of such purchase and sale, the Electing Junior
Lender shall pay to the Collateral Agent and the Senior Lenders in cash as      
the purchase price therefor the full amount of all Senior Indebtedness then     
outstanding and unpaid (including principal, interest, early termination        
and other fees and expenses, including reasonable out-of-pocket attorneys'      
fees and legal expenses).                                                       

(d) Such purchase price shall be remitted by wire transfer in 
Federal funds to such bank accounts of the Senior Lenders in New York, New      
York, as the Senior Lenders may designate in writing to Junior Agent and        
the Electing Junior Lender for such purposes. Interest shall be calculated      
to but excluding the Business Day on which such purchase and sale shall         
occur if the amounts so paid by the Electing Junior Lender to the bank          
accounts designated by the Senior Lenders are received in such bank             
accounts prior to 11:00 a.m. New York time, and interest shall be               
calculated to and including such Business Day if the amounts so paid by the     
Electing Junior Lender to such bank accounts are received in such bank          
accounts later than 11:00 a.m. New York time.                                   

  (e) Such purchase shall be expressly made without representation
or warranty of any kind by any of the Collateral Agent or the Senior            
Lenders as to the Senior Indebtedness, the Senior Collateral or otherwise,      
and without recourse to any of the Collateral Agent and the Senior Lenders,     
except that each Senior Lender shall represent and warrant: (i) the amount      
of the Senior Indebtedness being purchased from it (but without                 
representation or warranty as to the collectability, validity or                
enforceability of such Senior Indebtedness); (ii) that such Senior Lender       
owns such Senior Indebtedness free and clear of any liens or encumbrances       
created by it; and (iii) that such Senior Lender has the right to assign        
such Senior Indebtedness and the assignment is duly authorized by it. Upon      
the purchase by the Electing Junior Lender of the Senior Indebtedness, the      
Electing Junior Lender agrees to indemnify and hold harmless the Collateral     
Agent and the Senior Lenders from and against all loss, cost, damage or         
expense (including attorneys' fees and legal expenses) suffered or incurred     
by the Collateral Agent or the Senior Lenders arising from or in any way        
related to the act or omissions of such Junior Lender after the purchase.       

                                                    PLAN EXHIBIT F

FORM OF REGISTRATION RIGHTS AGREEMENT     
-------------------------------------     

ICG COMMUNICATIONS, INC.    

---------     

REGISTRATION RIGHTS AGREEMENT     

---------     

Dated _______, 2002     

REGISTRATION RIGHTS AGREEMENT     

OF    

ICG COMMUNICATIONS, INC.    

-----------------------------------------------------     

  REGISTRATION RIGHTS AGREEMENT, dated as of ____, 2002, among ICG
Communications, Inc., a Delaware corporation (the "Company"), and the other     
undersigned parties hereto (the "Agreement").                                   

Pursuant to the Second Amended of Reorganization of ICG       
Communications, Inc. and its affiliated debtors and debtors-in-possession       
(as amended or modified, the "Plan"), dated as of April 3, 2002, the            
Company has agreed, among other things, to authorize ___ million shares of      
new common stock, par value $0.01 per share (the "Common Stock"), of which      
approximately [ ] million shares will be issued in connection with the          
Plan. This agreement shall become effective upon the issuance of such           
securities pursuant to the Plan (the "Effective Date"). Certain capitalized     
terms used in this agreement are defined in Article I hereof. References to     
sections shall be to sections of this agreement.                                

    WHEREAS, the Company has agreed to grant to each of the Affiliated
Stockholders the registration rights set forth herein.                          

NOW, THEREFORE, in consideration of the mutual covenants and  
agreements set forth herein and for good and valuable consideration, the        
receipt and sufficiency of which is hereby acknowledged, the parties agree      
as follows:                                                                     

ARTICLE I     

DEFINITIONS     

             For purposes of this Agreement, the following terms shall
have the following meanings:                                                    

   a.       "Affiliate" shall have the meaning set forth in Rule 405
promulgated under the Securities Act.       

    b.       "Affiliated Stockholder" shall mean any holder or holders
  of Registrable Securities, both on the date of
    effectiveness of the Plan and at the time of the
           effectiveness of the registration statement, holding at
             least ten-percent (10%) of the Registrable Securities (by
         number of shares at the time issued and outstanding).

    c.       "Board" shall mean the board of directors of the Company.

   d.       "Commission" shall mean the United States Securities and
Exchange Commission or any successor agency.

 e.       "Common Stock" shall have the meaning set forth in the
Preamble hereof.                            

f.       "Company" shall have the meaning set forth in the    
Preamble hereof.                            

g.       "Demand" shall have the meaning set forth in Section 
2.1(a) hereof.                              

    h.       "Demand Registration" shall have the meaning set forth in
Section 2.1(a) hereof.                      

 i.       "Demanding Holder" shall have the meaning set forth in
Section 2.1(b) hereof.                      

   j.       "Effective Date" shall have the meaning set forth in the
Preamble hereof.                            

   k.       "Exchange Act" shall mean the Securities Exchange Act of
   1934, as amended, and the rules and regulations
promulgated thereunder.                     

  l.       "Internal Expenses" shall have the meaning set forth in
Section 2.6 hereof.                         

m.       "Losses" shall have the meaning set forth in Section 
2.7(a) hereof.                              

    n.       "Market Price" for publicly traded shares of Common Stock
            or any other class of capital stock or other security of
             the Company or any other issuer for any trading day shall
           mean the last reported sales price, regular way on such
            day, or, if no sale takes place on such day, the average
             of the reported closing bid and asked prices on such day,
             regular way, in either case as reported on the securities
             exchange in which the Common Stock is listed for trading,
    or, if not listed or admitted for trading on any
           securities exchange, the average of the closing bid and
          asked prices on such day in over-the-counter market as
reported by _______.                        

   o.       "Maximum Demand Number" shall have the meaning set forth
in Section 2.1(h) hereof.                   

p.       "Maximum Piggyback Number" shall have the meaning set
forth in Section 2.2(b) hereof.             

    q.       "Other Demand Rights" shall have the meaning set forth in
Section 2.2(b) hereof.                      

    r.       "Other Demanding Seller" shall have the meaning set forth
in Section 2.2(b) hereof.                   

 s.       "Person" shall mean any individual, firm, corporation,
           partnership, limited liability company or other entity,
            and shall include any successor (by merger of otherwise)
of such entity.                             

 t.       "Piggyback Notice" shall have the meaning set forth in
Section 2.2(a) hereof.                      

    u.       "Piggyback Registration" shall have the meaning set forth
in Section 2.2(a) hereof.                   

 v.       "Piggyback Seller" shall have the meaning set forth in
Section 2.2(b) hereof.                      

  w.       "Plan" shall have the meaning set forth in the Preamble
hereof.                                     

 x.       "Primary Offering" shall have the meaning set forth in
Section 2.2(b)(i) hereof.                   

   y.       "Public Offering" shall mean a public offering of equity
      securities of the Company pursuant to an effective
    registration statement under the Securities Act,
   including a public offering in which Affiliated
           Stockholders are entitled to sell Common Stock pursuant
to the terms of this Agree ment.            

   z.       "Registrable Securities" shall mean (i) any Common Stock
         issued to the Affiliated Stockholders pursuant to the
       Plan, (ii) any Common Stock issued or issuable with
          respect to the securities referred to in clause (i) by
         way of stock dividend or stock split or in connection
            with a combina tion of shares, recapitalization, merger,
   consolidation, or other reorganization, (iii) [
                            ] Senior Notes and (iv) shares of Common
            Stock issued or issuable upon the exercise of the Rights
  (as defined in the Plan). As to any particular
             Registrable Securities, such securities shall cease to be
            Registrable Securities when (x) a registration statement
            registering such securities under the Securities Act has
      been declared effective and such have been sold or
           otherwise transferred by the holder thereof pursuant to
      such effective registration statement; or (y) such
           securities are sold in accordance with Rule 144 (or any
          successor provision) promul gated under the Securities
Act.                                        

   aa.      "Registration Expenses" shall have the meaning set forth
in Section 2.6 hereof.                      

bb.      "Requisite Amount" shall mean 15% of the Registrable 
Securities outstanding at any given time.   

cc.      "Restricted Securities" shall mean any Registrable   
         Securities that are restricted from trading under the
          securities laws because the holder of such Registrable
           Securities is deemed an "underwriter" or "affiliate" as
            those terms are defined under the Securities Act and the
Bank ruptcy Code.                           

  dd.      "Securities Act" shall mean the Securities Act of 1933,
         as amended, and the rules and regulations promulgated
thereunder.                                 

ARTICLE II    

REGISTRATION RIGHTS     

Section 2.1       Demand Registration.                        

(a)      Registration. At any time after the Effective Date,  
           Affiliated Stockholders holding the Requisite Amount of
      Registrable Securities shall be entitled to make a
   written request of the Company (a "Demand") for
           registration under the Securities Act of all or part of
          their Registrable Securities (a "Demand Registration")
           and thereupon the Company will, subject to the terms of
            this Agreement, use its reasonable efforts to effect the
registration under the Securities Act of:   

             i.       the Registrable Securities which the Company has
                      been so requested to register by such Affiliated
                     Stockholders for disposition in accordance with
                  the intended method of disposition stated in
such request;             

       ii.      all other Registrable Securities which the
                     Company has been requested to register pursuant
   to Section 2.1(b) hereof; and

             iii.     all shares of Common Stock which the Company may
              elect to register in connection with any
                    offering of Registrable Securities pursuant to
this Section 2.1;         

all to the extent necessary to permit the disposition (in     
  accordance with the intended methods thereof) of the Registrable
  Securities and the additional shares of Common Stock, if any, so
   to be registered; provided that the Company shall not be required
to effect a Demand Registration unless (x) a single holder of 
   Registrable Securities has requested the registration of a number
  of shares of Registrable Securities held by such holder which is
    equal to or greater than ten percent (10%) of the shares of Common
Stock at the time outstanding, and (y) the aggregate number of
    shares of Registrable Securities requested to be registered by all
  holders of Registrable Securities in such Demand Registration is
 equal to or greater than fifteen percent (15%) of the number of
shares of Common Stock at the time outstanding.               

    (b)      Demands. A Demand shall specify: (i) the aggregate number
           of Registrable Securities requested to be registered in
         such Demand Registration, (ii) the intended method of
             disposition in connec tion with such Demand Registration,
           to the extent then known, and (iii) the identity of the
            Affiliated Stockholder or Affiliated Stockholders (each,
        a "Demanding Holder") requesting such Demand. Within
            fifteen (15) days after receipt of a Demand, the Company
         shall give written notice of such Demand to all other
           Affiliated Stockholders. Subject to Section 2.1(h), the
  Company shall include in such registration all
            Registrable Securities with respect to which the Company
        has received a written request for inclusion therein
       within fifteen (15) days after the Company's notice
           required by this paragraph has been given. Such written
            notice shall comply with the requirements of a Demand as
set forth in this Section 2.1(b).           

  (c)      Number of Demands. Each Affiliated Stockholder shall be
            entitled to one (1) Demand Registra tion; provided that,
      in the aggregate, Affiliated Stockholders shall be
          entitled to no more than two (2) Demand Registrations.

  (d)      Effective Registration Statement. A Demand Registration
          shall not be deemed to have been effected (i) unless a
          registration statement with respect thereto has become
          effective; provided that a registration which does not
  become effective after the Company has filed a
         registration statement with respect thereto solely by
      reason of the refusal to proceed of the Affiliated
            Stockholders (other than a refusal to proceed based upon
           the advice of counsel relating to a matter with respect
            to the Company) shall be deemed to have been effected by
 the Company at the request of such Affiliated
         Stockholders unless the Affiliated Stockholders shall
    have elected to pay all Registration Expenses in
            connection with such registration, (ii) if, after it has
           become effective, and as a direct result of the actions
            of the Company, such registration becomes subject to any
           stop order, injunction or other order or requirement of
             the Commission or other govern mental agency or court for
     any reason, or (iii) if the conditions to closing
       specified in the purchase agreement or underwriting
  agreement entered into in connection with such
           registration are not satisfied, other than by reason of
         some act or omission by such Affiliated Stockholders.

   (e)      Satisfaction of Obligations. A registration shall not be
           treated as a permitted Demand for a Demand Registration
             until (i) the applicable registration statement under the
          Securities Act has been filed with the Commission with
            respect to such Demand Registration (which shall include
       any registration statement that is not withdrawn by
          holders of Registrable Securities in the circumstances
            contemplated by Section 2.3), and (ii) such registration
     statement shall have been maintained continuously
             effective for a period of sixty (60) days or such shorter
       period in the case where all Registrable Securities
        included therein have been disposed of thereunder in
           accordance with the manner of distribution set forth in
such registration statement.                

  (f)      Registration Statement Form. Demand Registrations shall
   be on such appropriate registration form of the
   Commission as shall be selected by the Company;

  (g)      Restrictions on Demand Registrations. The Company shall
           not be obligated to (i) maintain the effectiveness of a
          registration statement under the Securities Act, filed
          pursuant to a Demand Registration, for a period longer
   than sixty (60) days, or (ii) effect any Demand
     Registration (A) within six (6) months of a "firm
      commitment" underwritten registration in which all
         Affiliated Stockholders were given "piggyback" rights
          pursuant to Section 2.2 hereof and at least 50% of the
      number of Registrable Securities requested by such
  Affiliated Stockholders to be included in such
            registration were included, (B) within six (6) months of
    any other Demand Registration, or (C) if, in the
             Company's reasonable judgment, it is not feasible for the
           Company to proceed with the Demand Registration because
             of the unavailability of audited financial statements. In
             addition, the Company shall be entitled to postpone (upon
            written notice to all Affiliated Stockholders) for up to
   one hundred twenty (120) days the filing or the
          effectiveness of a registration statement for a Demand
         Registration (but no more than twice in any period of
           twelve (12) consecutive months) if the Board determines
         in good faith and in its reasonable judgment that the
      Demand Registration or the disclosure of material,
             non-public information in connection therewith would have
      a material adverse affect on the Company or on any
 proposal or plan by the Company or any of its
          subsidiaries to engage in any debt or equity offering,
          material acquisition or disposition of assets, merger,
             consolidation, tender offer or other similar transaction.
        In the event of a postponement by the Company of the
             filing or effectiveness of a registration statement for a
     Demand Registration, the holders of a majority of
         Registrable Securities held for all Demanding Holders
   shall have the right to withdraw such Demand in
accordance with Section 2.3 hereof.         

   (h)      Participation in Demand Registrations. The Company shall
     not include any securities other than Registrable
         Securities and Common Stock included at the Company's
      election in a Demand Registration, except with the
           written consent of the holders of a majority, by number
            of shares, of the Registrable Securities held by all the
      Demanding Holders. If, in connection with a Demand
       Registration, any managing underwriter (or, if such
          Demand Registration is not an underwritten offering, a
             nationally recognized independent underwriter selected by
             the Company and reasonably acceptable to the holders of a
          majority of the Registrable Securities held by all the
          Demanding Holders and whose fees and expenses shall be
        borne solely by the Company) advises the Company, in
          writing, that, in its opinion, the inclusion of all of
             the securities, including securities of the Company which
           are not Registrable Securities, sought to be registered
     in connection with such Demand Registration would
         adversely affect the marketability of the Registrable
           Securities sought to be sold pursuant thereto, then the
             Company shall include in such registration statement only
     such securities as the Company is advised by such
            underwriter can be sold without such adverse effect (the
            "Maximum Demand Number") as follows and in the following
        order of priority: (i) first, Registrable Securities
    requested to be included in such registration by
           Affiliated Stockholders, pro rata among such Affiliated
             Stockholders requesting such registration on the basis of
             the number of such securities requested to be included by
             such Affiliated Stockholders; (ii) second, securities the
        Company proposes to sell; and (iii) third, all other
           securities of the Company duly requested to be included
            in such registration statement, pro rata on the basis of
       the amount of such other securities requested to be
included.                                   

(i)      Selection of Underwriters. If the Demand Registration
         involves an underwritten offering, the underwriter or
             underwriters thereof shall be selected by the Company and
      shall be reasonably acceptable to the holders of a
     majority, by number of shares, of the Registrable
    Securities held by all of the Demanding Holders.

Section 2.2       Piggyback Registrations.                    

  (a)      Right to Piggyback. Subject to the terms and conditions
            hereof, whenever the Company proposes to register any of
         its securities under the Securities Act (other than a
           registration by the Company on a Registration Statement
            on Form 10, Form S-4 or a Registration Statement on Form
            S-8 or any successor form) (a "Piggyback Registration"),
             the Company shall give all Affiliated Stockholders prompt
          written notice thereof (but not less than fifteen (15)
             business days prior to the filing by the Company with the
         Commission of any registration statement with respect
      thereto). Such notice (a "Piggyback Notice") shall
            specify, at a minimum, the number of securities proposed
         to be registered, the proposed date of filing of such
            registration statement with the Commission, the proposed
            means of distribution, the proposed managing underwriter
           or underwriters (if any and if known), and a good faith
            estimate by the Company of the proposed minimum offering
            price of such securities. Upon the written request of an
       Affiliated Stockholder (which written request shall
            specify the number of Registrable Securities intended to
         be disposed of by such Affiliated Stockholder and the
             intended method of distribution thereof) given within ten
           (10) business days after such Piggyback Notice is given
           to such Affiliated Stockholder, the Company, subject to
             the terms and conditions of this Agreement, shall include
            in such registra tion all Registrable Securities held by
             Affiliated Stockholders with respect to which the Company
     has received such written requests for inclusion.

 (b)      Priority on Piggyback Registrations. If, in connection
           with a Piggyback Registration, any managing underwriter
 (or, if such Piggyback Registration is not an
  underwritten offering, a nationally recognized
   independent underwriter selected by the Company
          reasonably acceptable to the holders of a majority, by
             number of shares, of the Registrable Securities sought to
             be included in such Piggyback Registration and whose fees
      and expenses shall be borne solely by the Company)
          advises the Company, in writing, that, in its opinion,
             the inclusion of all the securities sought to be included
      in such Piggyback Registration by the Company, any
     Persons who have sought to have shares registered
       thereunder pursuant to rights to demand (other than
            pursuant to so-called "piggyback" or other incidental or
        participation registration rights) such registration
            (such demand rights being "Other Demand Rights" and such
            Persons being "Other Demanding Sellers"), any holders of
           Registrable Securities seeking to sell such Registrable
         Securities in such Piggyback Registration ("Piggyback
             Sellers") and any other proposed sellers, as the case may
       be, would adversely affect the marketability of the
           securities sought to be sold pursuant thereto, then the
       Company shall include in the registration statement
       applicable to such Piggyback Registration only such
   securities as the Company is so advised by such
       underwriter can be sold without such an effect (the
      "Maximum Piggyback Number"), as follows and in the
following order of priority:                

                    (1)      if the Piggyback Registration relates
                            to an offering for the Company's own
                            account (a "Primary Offering"), then
                               (A) first, such number of securities to
                              be sold by the Company as the Company,
                             in its reasonable judgment and acting
                            in good faith and in accordance with
                            sound financial practice, shall have
                            deter mined, (B) second, Registrable
                             Securities of Piggyback Sellers in an
                              amount sufficient to reduce the amount
                              of such Piggyback Sellers' Registrable
                              Securi ties held after the offering to
                               a level that would cause such Piggyback
                      Sellers to each hold less than
                             ten-percent (10%) of the total issued
                              and outstanding Common Stock; provided
                      that the Company shall, at the
                     Company's discretion, include
                               Registrable Securities in this category
                       so as to maximize the number of
                             Piggyback Sellers whose post-offering
                              ownership of Common Stock is less than
                             ten percent (10%) of the total issued
                         and outstanding Common Stock; (C)
                               third, such Registrable Securities duly
                              requested to be included in such regis
                          tration statement by any Piggyback
                           Seller (consisting of the remaining
                           Registrable Securities held by such
                              Piggyback Sellers after application of
                          the immediately preceding priority
                               category), pro rata on the basis of the
                             amount of such Registrable Securities
                       held by such Piggyback Sellers.

                    (2)      if the Piggyback Registration relates
                              to other than a Primary Offering, then
                            (A) first, such number of securities
                             sought to be registered by each Other
                      Demand ing Seller, pro rata in
                              proportion to the number of securities
                           sought to be registered by all such
                            Other Demanding Sellers, (B) second,
                           Registrable Securities of Piggyback
                          Sellers in an amount sufficient to
                           reduce the amount of such Piggyback
                            Sellers' Registrable Securities held
                          after the offering to a level that
                             would cause such Piggyback Sellers to
                               hold less than ten-percent (10%) of the
                           total issued and outstanding Common
                               Stock; provided that the Company shall,
                            at the Company's discretion, include
                               Registrable Securities in this category
                       so as to maximize the number of
                              Piggyback Sellers whose post- offering
                              ownership of Common Stock is less than
                             ten-percent (10%) of the total issued
                             and outstanding Common Stock; and (C)
                               third, such Registrable Securities duly
                        requested to be included in such
                               registration statement by any Piggyback
                       Seller (consisting of remaining
                           Registrable Securities held by such
                             Piggyback Seller after application of
                          the immediately preceding priority
                               category), pro rata on the basis of the
                             amount of such Registrable Securities
                       held by such Piggyback Sellers.

  (c)      Withdrawal by the Company. If, at any time after giving
          written notice of its intention to register any of its
            securities as set forth in this Section 2.2 and prior to
           the time the registration statement filed in connection
             with such registration is declared effective, the Company
       shall determine for any reason not to register such
      securities, the Company may, at its election, give
           written notice of such determination to each Affiliated
      Stockholder and thereupon shall be relieved of its
        obligation to register any Registrable Securities in
          connection with such particular withdrawn or abandoned
        registration (but not from its obligation to pay the
     Registration Expenses in connec tion therewith as
             provided herein). In the event that the Piggyback Sellers
       of such a registration hold the Requisite Amount of
         Registrable Securities, such holders may continue the
         registration as a Demand Registration pursuant to the
terms of Section 2.1 hereof.                

  Section 2.3 Withdrawal Rights. Any Affiliated Stockholder having
notified or directed the Company to include any or all of its 
Registrable Securities in a registration statement under the  
    Securities Act shall have the right to withdraw any such notice or
    direction with respect to any or all of the Registrable Securities
    designated by it for registration by giving written notice to such
effect to the Company prior to the effective date of such     
  registration statement. In the event of any such withdrawal, the
Company shall not include such Registrable Securities in the  
applicable registration and such Registrable Securities shall 
continue to be Registrable Securities for all purposes of this
   Agreement. No such withdrawal shall affect the obligations of the
Company with respect to the Registrable Securities not so     
   withdrawn; provided that in the case of a Demand Registration, if
   such withdrawal shall reduce the number of Registrable Securities
sought to be included in such registration below the Requisite
Amount, then the Company shall as promptly as practicable give
each holder of Registrable Securities sought to be registered 
    notice to such effect and, within ten (10) business days following
    the mailing of such notice, either the Company or the holders of a
majority, in number of shares, of the Registrable Securities  
sought to be registered may, by written notices made to the   
Company and each holder of Registrable Securities sought to be
 registered, elect that such registration statement not be filed
or, if theretofore filed, be withdrawn. During such ten (10)  
   business day period, the Company shall not file such registration
statement if not theretofore filed or, if such registration   
   statement has been theretofore filed, the Company shall not seek,
    and shall use its reasonable efforts to prevent, the effectiveness
   thereof. Any registration statement withdrawn or not filed (a) in
    accordance with an election by the Company, (b) in accordance with
   an election by the holders of a majority, in number of shares, of
the Registrable Securities sought to be registered pursuant to
    such Demand Registration pursuant to Section 2.1(g) hereof, or (c)
    in accordance with an election by the holders of a majority of the
 Registrable Securities sought to be registered pursuant to such
Demand Registration subsequent to the effectiveness of the    
applicable Demand Registration Statement because any          
 post-effective amendment or supplement to the applicable Demand
   Registration Statement contains information regarding the Company
which the Company deems adverse to the Company, shall not be  
counted as a Demand. Except as set forth in clause (c) of the 
previous sentence, any Demand withdrawn in accordance with an 
   election by the Demanding Holders subsequent to the effectiveness
  of the applicable Demand Registration Statement shall be counted
    as a Demand unless the Demanding Holders reimburse the Company for
 its reasonable out-of-pocket expenses (but, without implication
that the contrary would otherwise be true, not including any  
 Internal Expenses, as defined in Section 2.6 hereof) related to
the preparation and filing of such registration statement (in 
   which event such registration statement shall not be counted as a
Demand hereunder). Upon the written request of a majority, by 
number of shares, of such Demanding Holders, the Company shall
promptly prepare a definitive statement of such out-of-pocket 
  expenses in connection with such registration statement in order
to assist such Demanding Holders with a determination in      
accordance with the preceding sentence.                       

Section 2.4 Holdback Agreements. Each Affiliated Stockholder  
 agrees not to effect any public sale or distribution (including
  sales pursuant to Rule 144) of equity securities of the Company,
   or any securities convertible into or exchangeable or exercisable
for such securities, during the one hundred twenty (120) day  
  period following the effective date of a Public Offering, Demand
 Registration or Piggyback Registration (in each case, except as
part of such registration), or, in each case, a later date    
required by any underwriting agreement with respect thereto.  

Section 2.5       Registration Procedures.                    

   (a)      Registration. If and whenever the Company is required to
            use its reasonable efforts to effect the registration of
          any Registrable Securities under the Securities Act as
             provided in Sections 2.1 and 2.2 (subject to its right to
          withdraw such registration as contemplated by Sections
         2.2(c) and 2.3) the Company shall as expeditiously as
reasonably possible:                        

   (i)      prepare and file with the Commission a
           registration statement to effect such
                registration and thereafter use reasonable
                     efforts to cause such registration statement to
                  become and remain effective, pursuant to the
                    terms of this agreement; provided however that
                     the Company may discontinue any registration of
              its securities which are not Registrable
              Securities (and, under the circumstances
                    specified in Section 2.1, its securities which
                      are Registrable Securities) at any time prior to
                  the effective date of the registration state
                  ment relating thereto; provided further that
                      before filing such registration statement or any
                     amendments thereto, the Company will furnish to
            the counsel selected by the holders of
                     Registrable Securities which are to be included
             in such registration copies of all such
                   documents proposed to be filed, to the extent
                   specifically requested by such counsel, which
                     documents will be subject to the review of such
                   counsel, and such review to be conducted with
reasonable promptness;    

      (ii)     prepare and file with the Commission such
                     amendments and supplements to such registration
                     statement and the prospectus used in connection
                therewith as may be necessary to keep such
                    registration statement effective and to comply
                     with the provi sions of the Securities Act with
                  respect to the disposition of all securities
                      covered by such registration statement until the
                    earlier of such time as all of such securities
                  have been disposed of in accordance with the
                      intended methods of disposition by the seller or
                    sellers thereof set forth in such registration
                    statement or (i) in the case of a registration
                      pursuant to Section 2.1, the expiration of sixty
                  (60) days after such registration state ment
                 becomes effective, or (ii) in the case of a
               registration pursuant to Section 2.2, the
              expiration of sixty (60) days after such
               registration statement becomes effective;

             (iii)    furnish to each seller of Registrable Securities
                     covered by such registration statement and each
                  underwriter, if any, of the securities being
                  sold by such seller such number of conformed
                  copies of such registration statement and of
                     each amendment and supple ment thereto (in each
                  case including all exhibits), such number of
                 copies of the prospec tus contained in such
            registration statement (including each
            preliminary prospectus and any summary
                      prospectus) and any other prospectus filed under
                      Rule 424 under the Securities Act, in conformity
                      with the requirements of the Securities Act, and
             such other documents as such seller and
                    underwriter, if any, may reasonably request in
                  order to facilitate the public sale or other
                     disposition of the Registrable Securities owned
by such seller;           

          (iv)     use reasonable efforts to register or qualify
                 such Registrable Securities covered by such
             registration statement under such other
              securities laws or blue sky laws of such
                  jurisdic tions as any seller thereof and any
                      underwriter of the securities being sold by such
                   seller shall reasonably request, and take any
                    other action which may be reasonably necessary
            or advisable to enable such seller and
                  underwriter to consummate the disposition in
                      such jurisdictions of the Registrable Securities
                    owned by such seller, except that the Com pany
                   shall not for any such purpose be required to
                   qualify generally to do business as a foreign
                      corporation in any jurisdiction wherein it would
                      not but for the requirements of this subdivision
                      (iv) be obligated to be so qualified, to subject
                    itself to taxation in any such jurisdiction or
                     to file a general consent to service of process
in any such jurisdic tion;

     (v)      use its reasonable efforts to cause such
                 Registrable Securities to be listed on each
                     securities exchange on which similar securities
                      issued by the Company are then listed and, if no
            such securities are so listed, use its
                  reasonable efforts to cause such Registrable
                   Securities to be listed on the New York Stock
                  Exchange, the American Stock Exchange or the
     Nasdaq Stock Market ("Nasdaq");

     (vi)     use its reasonable efforts to cause such
                     Registrable Securities covered by such registra
                      tion statement to be registered with or approved
            by such other governmental agencies or
                   authorities as may be necessary to enable the
                 seller or sellers thereof to consummate the
                 disposition of such Registrable Securities;

         (vii)    in connection with an underwritten offering,
                      obtain for each seller of Registrable Securities
and underwriter:          

                             (a)     an opinion of counsel for the
                                     Company, covering the matters
                               custom arily covered in
                             opinions requested in
                                       underwritten offerings and such
                               other matters as may be
                                    reasonably requested by such
                                     sellers and underwriters, and

                              (b)     a "comfort" letter (or, in the
                                     case of any such Person which
                                       does not satisfy the conditions
                                  for receipt of a "comfort"
                                     letter specified in Statement
                                     on Auditing Standards No. 72,
                                    an "agreed upon proce dures"
                             letter) signed by the
                                      independent public accountants
                              who have certified the
                                      Company's financial statements
                                      included in such registra tion
                           statement, covering
                                      substantially the same matters
                                      as are custom arily covered in
                                    opinions of issuer's counsel
                                      delivered to the under writers
                              in underwritten public
                                offerings of securities;

       (vii)    promptly notify the holders of Registrable
                     Securities and the underwriters, if any, of the
                    following events and, if requested by any such
                      holder or underwriter, confirm such notification
in writing:               

                              (a)     the filing of the registration
                                    statement, the prospectus or
                                  any prospec tus supplement
                          related thereto or
                                       post-effective amendment to the
                                    registration statement, and,
                           with respect to the
                                     registration statement or any
                                post-effective amendment
                                  thereto, when the same has
                         become effective;

                             (b)     any request by the Commission
                                     for amendments or supplements
                                     to the registration statement
                                or the prospectus or for
                               additional information;

                              (c)     the issuance by the Commission
                                    of any stop order suspending
                                the effectiveness of the
                                     registration statement or the
                                     initiation of any proceedings
                                       by any Person for that purpose;
           and

                             (d)     the receipt by the Company of
                                     any notification with respect
                                to the suspension of the
                            qualification of any
                                       Registrable Securities for sale
                                    under the securities or blue
                                       sky laws of any jurisdiction or
                                    the initia tion or threat of
                               any proceeding for such
                purpose;

         (viii)   notify each seller of Registrable Securities
                    covered by such registration statement, at any
                time when a prospectus relating thereto is
                   required to be delivered under the Securities
                     Act, upon discovery that, or upon the happening
            of any event as a result of which, the
              prospectus included in such registration
                      statement, as then in effect, includes an untrue
                    statement of a material fact or omits to state
                     any material fact required to be stated therein
                     or necessary to make the statements therein not
                  misleading in the light of the circumstances
                    then existing, and, at the request of any such
                  seller, promptly prepare and furnish to such
               seller a reasonable number of copies of a
                      supplement to or an amendment of such prospectus
                as may be necessary so that, as thereafter
                     delivered to the purchasers of such Registrable
                      Securities, such prospectus shall not include an
                    untrue statement of a material fact or omit to
                 state a material fact required to be stated
                 therein or necessary to make the statements
                therein not misleading in the light of the
  circumstances then existing;

       (ix)     make every reasonable effort to obtain the
            withdrawal of any order suspending the
                  effectiveness of the registration statement;

           (x)      otherwise use its reasonable efforts to comply
                      with all applicable rules and regulations of the
                  Commission, and make available to holders of
                   Registrable Securities, as soon as reasonably
                     practicable, an earnings statement covering the
                    period of at least twelve months, but not more
                    than eighteen months, beginning with the first
                    day of the Com pany's first full quarter after
             the effective date of such registration
               statement, which earnings statement shall
                    satisfy the provisions of Section 11(a) of the
             Securities Act and Rule 158 thereunder.

      The Company may require each seller of Registrable
Securities as to which any registration is being effected and each              
underwriter, if any, to furnish the Company in writing such information         
regarding each seller or underwriter and the distribution of such               
Registrable Securities as the Company may from time to time reasonably          
request to complete or amend the information required by the registration       
statement.                                                                      

  (b)      Underwriting. Without limiting any of the foregoing, in
            the event that the offering of Registrable Securities is
        to be made by or through an underwriter, the Company
      shall enter into an underwrit ing agreement with a
   managing underwriter or underwriters containing
            representations, warran ties, indemnities and agreements
       customarily included (but not inconsistent with the
             agreements contained herein) by an issuer of common stock
           in underwriting agreements with respect to offerings of
          common stock for the account of, or on behalf of, such
           issuers. In connection with any offering of Registrable
         Securities registered pursuant to this Agreement, the
             Company shall (i) furnish to the underwriter, if any (or,
      if no underwriter, the sellers of such Registrable
     Securities), unlegended certificates representing
          ownership of the Registrable Securities being sold, in
         such denominations as requested and (ii) instruct any
   transfer agent and registrar of the Registrable
      Securities to release any stop transfer order with
respect thereto.                            

(c)      Return of Prospectuses. Each seller of Registrable   
        Securities hereunder agrees that upon receipt of any
            notice from the Company of the happening of any event of
           the kind described in Section 2.5(a)(viii), such seller
            shall forthwith discontinue such seller's disposition of
     Registrable Securities pursuant to the applicable
          registration statement and prospectus relating thereto
    until such seller's receipt of the copies of the
      supplemented or amended prospectus contemplated by
            Section 2.5(a)(viii) and, if so directed by the Company,
          deliver to the Company, at the Com pany's expense, all
          copies, other than permanent file copies, then in such
             seller's possession of the prospectus current at the time
          of receipt of such notice relating to such Registrable
        Securities. In the event the Company shall give such
             notice, any applicable sixty (60) day period during which
     such registration statement must remain effective
       pursuant to this Agreement shall be extended by the
            number of days during the period from the date of giving
          of a notice regarding the happening of an event of the
           kind described in Section 2.5(a)(viii) to the date when
         all such sellers shall receive such a supplemented or
          amended prospectus and such prospectus shall have been
filed with the Commission.                  

 Section 2.6 Registration Expenses. All expenses incident to the
Company's performance of, or compliance with, its obligations 
under this Agreement including, without limitation, all       
   registration and filing fees, all fees and expenses of compliance
with securities and "blue sky" laws, all printing and copying 
expenses, all messenger and delivery expenses, all fees and   
expenses of the Company's independ ent certified public       
accountants and counsel (including, without limitation, with  
respect to "comfort" letters and opinions) (collectively, the 
"Registration Expenses") shall be borne by the Company. The   
Company will pay its internal expenses (including, without    
limitation, all salaries and expenses of its officers and     
 employees performing legal or accounting duties, the expense of
any annual audit and the expense of any liability insurance)  
   (collectively, "Internal Expenses") and the expenses and fees for
listing the securities to be registered on each securities    
    exchange and included in each established over-the- counter market
   on which similar securities issued by the Company are then listed
or traded.                                                    

Section 2.7       Indemnification.                            

   (a)      By the Company. The Company agrees to indemnify and hold
          harmless, to the fullest extent permitted by law, each
    holder of Registrable Securities being sold, its
           officers, directors, employees, managers and agents and
       each Person who controls (within the meaning of the
         Securities Act) such holder or such other indemnified
        Person from and against all losses, claims, damages,
         liabilities and expenses (collectively, the "Losses")
          caused by, resulting from or relating to any untrue or
            alleged untrue statement of a material fact contained in
         any registration statement, prospectus or preliminary
             prospectus or any amendment thereof or supplement thereto
          or any omission or alleged omission of a material fact
          required to be stated therein or necessary to make the
           statements therein, in light of the circumstances under
           which they were made, not misleading, except insofar as
       the same are caused by any information furnished in
           writing to the Company by such holder expressly for use
            therein or by such holder's failure to deliver a copy of
         a current prospectus or any amendments or supplements
     thereto (which does not contain any such material
     misstatements or omissions) after the Company has
            furnished such holder with a sufficient number of copies
            of the same. In connection with an underwritten offering
   and without limiting any of the Company's other
       obligations under this Agreement, the Company shall
           indemnify such underwriters, their officers, directors,
             employees and agents and each Person who controls (within
           the meaning of the Securities Act) such underwriters or
       such other indemnified Person to the same extent as
           provided above with respect to the indemnification (and
     exceptions thereto) of the holders of Registrable
Securities being sold.                      

   (b)      By the Stockholders. In connection with any registration
            statement in which a holder of Registrable Securities is
       participating, each such holder will furnish to the
          Company in writing information regarding such holder's
        ownership of Registrable Securities and its intended
     method of distribution thereof and, to the extent
       permitted by law, shall, severally and not jointly,
             indemnify the Company, its directors, officers, employees
       and agents and each Person who controls (within the
            meaning of the Securities Act) the Company or such other
       indemnified Person against all Losses caused by any
       untrue or alleged untrue statement of material fact
          contained in the registration statement, prospectus or
      preliminary prospectus or any amendment thereof or
             supplement thereto or any omission or alleged omission of
    a material fact required to be stated therein or
             necessary to make the statements therein, in light of the
             circumstances under which they were made, not misleading,
        but only to the extent that such untrue statement or
           omission is caused by and contained in such information
            so furnished in writing by such holder expressly for use
             therein; provided, however, that each holder's obligation
           to indemnify the Company hereunder shall, to the extent
           more than one holder is subject to the same indemnifica
             tion obligation, be apportioned between each holder based
             upon the net amount received by each holder from the sale
           of Registrable Securities, as compared to the total net
        amount received by all of the holders of Registrable
            Securities sold pursuant to such registration statement.
             Notwith standing the foregoing, no holder shall be liable
             to the Company for amounts in excess of the lesser of (i)
           such apportionment and (ii) the amount received by such
         holder in the offering giving rise to such liability.

   (c)      Notice. Any Person entitled to indemnification hereunder
        shall give prompt written notice to the indemnifying
     party of any claim with respect to which it seeks
           indemnification; provided, however, the failure to give
             such notice shall not release the indemnifying party from
 its obligation, except to the extent that the
             indemnifying party has been materially prejudiced by such
     failure to provide such notice on a timely basis.

   (d)      Defense of Actions. In any case in which any such action
             is brought against any indemnified party, and it notifies
          an indemnifying party of the commencement thereof, the
      indemnifying party will be entitled to participate
         therein, and, to the extent that it may wish, jointly
            with any other indemnifying party similarly notified, to
       assume the defense thereof, with counsel reasonably
            satisfactory to such indemnified party, and after notice
            from the indemnifying party to such indemnified party of
      its election so to assume the defense thereof, the
             indemnifying party will not (so long as it shall continue
             to have the right to defend, contest, litigate and settle
             the matter in question in accordance with this paragraph)
         be liable to such indemnified party hereunder for any
        legal or other expense subsequently incurred by such
            indemnified party in connection with the defense thereof
             other than reasonable costs of investigation, supervision
     and monitoring (unless (i) such indemnified party
             reasonably objects to such assumption on the grounds that
             there may be defenses available to it which are different
         from or in addition to the defenses available to such
           indemnifying party or (ii) the indemnifying party shall
            have failed within a reasonable period of time to assume
   such defense and the indemnified party is or is
           reasonably likely to be prejudiced by such unreasonable
         delay, in either event the indemnified party shall be
         reimbursed by the indemnifying party for the expenses
        incurred in connection with retaining separate legal
           counsel). An indemnifying party shall not be liable for
             any settlement of an action or claim effected without its
           consent. The indemnifying party shall lose its right to
             defend, contest, litigate and settle a matter if it shall
         fail to diligently contest such matter (except to the
        extent settled in accordance with the next following
            sentence). No matter shall be settled by an indemnifying
             party without the consent of the indemnified party (which
consent shall not be unreasonably withheld).

(e)      Survival. The indemnification provided for under this
   Agreement shall remain in full force and effect
           regardless of any investigation made by or on behalf of
           the indemnified Person and will survive the transfer of
          the Registrable Securities and the termination of this
Agreement.                                  

(f)      Contribution. If recovery is not available under the 
          foregoing indemnification provisions for any reason or
           reasons other than as specified therein, any Person who
         would otherwise be entitled to indemnification by the
   terms thereof shall nevertheless be entitled to
           contribution with respect to any Losses with respect to
which such Person would be entitled to such 
      indemnification but for such reason or reasons. In
       determining the amount of contribution to which the
   respective Persons are entitled, there shall be
            considered the Persons' relative knowledge and access to
           information concerning the matter with respect to which
          the claim was asserted, the opportunity to correct and
          prevent any statement or omission, and other equitable
             considerations appropriate under the circumstances. It is
            hereby agreed that it would not necessarily be equitable
             if the amount of such contribution were determined by pro
      rata or per capita allocation. No person guilty of
       fraudulent misrepresentation (within the meaning of
             Section 11(f) of the Securities Act) shall be entitled to
            contribution from any person who was not found guilty of
          such fraudulent misrepresentation. Notwithstanding the
             foregoing, no Affiliated Stockholder shall be required to
            make a contribution in excess of the net amount received
             by such holder from its sale of Registrable Securities in
      connection with the offering that gave rise to the
contribution obliga tion.                   

Section 2.8       Restrictions on Transfer.                   

(a)      Restrictive Legends. Except as otherwise permitted by
          this Section 2.8, each certificate or other instrument
         evidencing any Registrable Securities (including each
        such certificate or other instrument issued upon the
            transfer of any Registrable Securities) shall be stamped
             or otherwise imprinted with a legend in substantially the
following form:                             

   "The shares of Common Stock represented by this
             certificate have not been registered under the Securities
    Act of 1933, as amended, or any other applicable
      securities law and may not be transferred, sold or
         otherwise disposed of except pursuant to an effective
             registration or an exemption therefrom under such Act and
applicable state securities laws."          

  (b)      Notice of Proposed Transfer; Opinions of Counsel. Prior
          to any transfer of any Restricted Securities which are
            not registered under an effective registration statement
          under the Securities Act, the holder thereof will give
            written notice to the Company of such holder's intention
      to effect such transfer and to comply in all other
          respect with this Section 2.8(b). Each such notice (i)
      shall describe the manner and circumstances of the
            proposed transfer in sufficient detail to enable counsel
            to render the opinions referred to below, and (ii) shall
          designate in such notice and the Company will promptly
       submit a copy thereof to its counsel. The following
provisions shall then apply:                

          (i)      If (A) in the opinion of such counsel for the
                  holder the proposed transfer may be effected
             without registration of such Restricted
                  Securities under the Securities Act, and (B)
                     counsel for the Company shall not have rendered
                  an opinion within twenty (20) days after the
                   receipt by the Company of such written notice
                     that such registration is required, such holder
                  shall thereupon be entitled to transfer such
                  Restricted Securities in accordance with the
                     terms of the notice delivered by such holder to
                   the Company. Each certificate, if any, issued
                    upon or in connection with such transfer shall
                 bear the appropriate restrictive legend set
                    forth in Section 2.8(a), unless in the opinion
                   of each such counsel such legend is no longer
            required to ensure compliance with the
Securities Act; and       

        (ii)     If in the opinion of either or both of such
                      counsel the proposed transfer may not legally be
                      effected without registration of such Restricted
               Securities under the Securities Act (such
                   opinion or opinions to state the basis of the
                     legal conclusions reached therein), the Company
                    will promptly so notify the holder thereof and
                     thereafter such holder shall not be entitled to
               transfer such Restricted Securities until
                  receipt of a further notice from the Company
                     under clause (i) above or until registration of
                     such Restricted Securities under the Securities
Act has become effective. 

            Notwithstanding the foregoing provisions of this Section
      2.8(b), the purchaser of the Common Stock shall be
        permitted to transfer any Restricted Securities to a
            limited number of institutional investors, provided that
           (A) each such investor represents in writing that it is
           acquiring such Restricted Securities for investment and
         not with a view to the distribution thereof (subject,
           however, to any requirement of law that the disposition
            thereof shall at all times be within the control of such
            transferee), (B) each such investor agrees in writing to
        be bound by all the restrictions on transfer of such
          Restricted Securities contained in this Section 2.8(b)
             and (C) the purchaser of the Common Stock delivers to the
     Company an opinion of counsel satisfactory to the
       Company, stating that such transfer may be effected
  without registration under the Securities Act.

ARTICLE III     

MISCELLANEOUS     

Section 3.1       Headings. The heading in this Agreement are 
                     for convenience of reference only and shall not
                      control or effect the meaning or construction of
any provisions hereof.    

Section 3.2       Entire Agreement. This Agreement constitutes
                   the entire agreement and understanding of the
                     parties hereto in respect of the subject matter
                      contained herein, and there are no restrictions,
            promises, representations, warranties,
                 covenants, conditions or undertak ings with
                      respect to the subject matter hereof, other than
                      those expressly set forth or referred to herein.
                    This Agreement supersedes all prior agreements
                   and understandings between the parties hereto
                with respect to the subject matter hereof.

Section 3.3       Termination of Certain Rights. The rights   
                  and obligations hereunder of each Affiliated
                     Stockholder will terminate with respect to such
                    Affiliated Stockholder at such time when it is
                    no longer an Affiliated Stockholder under this
             Agreement; provided, how ever, that the
                     provisions of Section 2.5 hereof, the rights of
                any Affiliated Stockholder with respect to
             breach of any provision hereof, and any
                      obligation accrued as of the date of termination
                  shall survive termination of this Agreement.

Section 3.4       Rule 144. The Company covenants that it will
                 file the reports required to be filed by it
                   under the Securities Act and the Exchange Act
                      and the rules and regulations adopted by the SEC
                   thereunder (or, if it is not required to file
                    such reports, it will, upon the request of any
                     holder of Registrable Securities, make publicly
                      available other information so long as necessary
                    to permit sales pursuant to Rule 144 under the
                    Securities Act), and it will take such further
                    reasonable action, to the extent required from
                time to time to enable such holder to sell
                 Registrable Securities without registration
                    under the Securities Act within the limitation
                      of the exemptions provided by Rule 144 under the
                      Securities Act, as such Rule may be amended from
                     time to time, or any similar rule or regulation
            hereafter adopted by the SEC. Upon the
                     reasonable request of any holder of Registrable
                  Securities, the Company will deliver to such
                     holder a written statement as to whether it has
               complied with such information and filing
requirements.             

Section 3.5       Notices. All notices and other              
                      communications hereunder shall be in writing and
                  shall be delivered personally or by next-day
                    courier, at the address specified below (or at
                such other address for a party as shall be
                     specified by like notice; provided that notices
                  of change of address shall be effective only
                     upon receipt thereof). Any such notice shall be
                      effective upon receipt, if personally delivered,
                     or one business day after delivery to a courier
for next-day delivery.    

If to Company:                      

      ICG Communications, Inc.
      161 Inverness Drive West
  Englewood, CO  80112
       Attention:  Bernie Zuroff
                       General Counsel

with a copy to:                     

                             Skadden, Arps, Slate, Meagher & Flom (Illinois)
   333 West Wacker Drive
Chicago, IL  60606
          Attention:   Timothy R. Pohl
                      Rena M. Samole

If to Stockholders:                 

                      At the addresses listed on the signature
pages hereto.     

Section 3.6       Applicable Law. The substantive laws of the 
                   State of New York shall govern the interpreta
                    tion, validity and performance of the terms of
                    this Agreement, without regard to conflicts of
                   law doctrines. THE PARTIES HERETO WAIVE THEIR
                    RIGHT TO A JURY TRIAL WITH RESPECT TO DISPUTES
HEREUNDER.                

Section 3.7       Severability. The invalidity, illegality or 
            unenforceability of one or more of the
                      provisions of this Agreement in any jurisdiction
                shall not affect the validity, legality or
             enforceability of the remainder of this
                      Agreement, including any such provisions, in any
                    other jurisdiction, it being intended that all
                     rights and obligations of the parties hereunder
                shall be enforceable to the fullest extent
permitted by law.         

Section 3.8       Successors; Assigns. The provisions of this 
                 Agreement shall be binding upon the parties
                   hereto and their respective heirs, successors
                 and assigns whether so expressed or not. In
                     addition, whether or not any express assignment
                     has been made, the provisions of this Agreement
                      which are for the benefit of purchaser or holder
                of Registrable Securities are also for the
                    benefit of, and enforceable by, any subsequent
       holder of Registrable Securities.

Section 3.9       Amendments. This Agreement may not be       
                   amended, modified or supplemented unless such
                 amendment, modification or supplement is in
               writing and signed by the Company and the
                holders of at least 60% of the Registrable
                      Securities outstanding on the date thereof (and,
                   in the case of any amendment, modification or
                      supplement that materially adversely affects any
                   particular Affiliated Stockholder or group of
               Affiliated Stockholders, with the written
                     consent of such Affiliated Stockholder or group
  of Affiliated Stockholders).

Section 3.10      Waiver. Any waiver (express or implied) of  
                   any default or breach of this Agreement shall
             not constitute a waiver of any other or
   subsequent default or breach.

Section 3.11      Counterparts. This Agreement may be         
                   executed in two or more counterparts, each of
                  which shall be deemed an original but all of
             which shall constitute one and the same
Agreement.                

Section 3.12      SUBMISSION TO JURISDICTION. ANY LEGAL       
               ACTION OR PROCEEDING WITH RESPECT TO THIS
                   AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE
                    STATE OF NEW YORK SITUATED IN NEW YORK CITY OR
                 OF THE UNITED STATES DISTRICT COURT FOR THE
                      SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION
                 AND DELIVERY OF THIS AGREEMENT, THE COMPANY
                     HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS
                   PROPERTY, GENER ALLY AND UNCONDITIONALLY, THE
              JURISDICTION OF THE AFORESAID COURTS AND
                   APPELLATE COURTS FROM ANY THEREOF. EACH PARTY
               HERETO HEREBY IRREVOCABLY CONSENTS TO THE
          SERVICE OF PROCESS OUT OF ANY OF THE
                AFOREMENTIONED COURTS IN ANY ACTION OR PRO
                      CEEDING BY THE MAILING OF COPIES THEREOF TO SUCH
                    PARTY BY REGIS TERED OR CERTIFIED MAIL TO SUCH
                    PARTY AT ITS ADDRESS SPECIFIED IN THIS ARTICLE
                 III. THE PARITIES HERETO HEREBY IRREVOCABLY
                   WAIVE ANY OBJECTION TO THE LAYING OF VENUE OR
                   BASED ON THE GROUNDS OF FORUM NON CONVENIENS,
               WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
                  BRINGING OF ANY SUCH ACTION OR PROCEEDING IN
     SUCH RESPECTIVE JURISDICTIONS .

    IN WITNESS WHEREOF, the parties have caused this
Agreement to be executed and delivered by their respective officers             
thereunto duly as of the date first above written.                              

ICG Communications, Inc.  

          By:  _______________________________
Name:                     
Title:                    

[STOCKHOLDERS]            

     -------------------------------
Name:                     
Address                   
Attention:                
Telephone:                
Facsimile:                

                                                            PLAN EXHIBIT G

COMMITMENT LETTER AND TERMSHEET FOR NEW CONVERTIBLE NOTES     

CERBERUS CAPITAL MANAGEMENT, L.P.     
CSFB GLOBAL OPPORTUNITIES PARTNERS. L.P.    
MORGAN STANLEY & CO., INC.    

                               April 3, 2002

ICG Communications, Inc.                                                        
161 Inverness Drive West                                                        
Englewood, Colorado  80112                                                      

Ladies and Gentlemen:                                                           

ICG Communications, Inc., a Debtor-in-Possession ("ICG"), has 
requested that Cerberus Capital Management, L.P., CSFB Global Opportunities     
Partners, L.P. and Morgan Stanley & Co., Inc. (collectively, the                
"Lenders"), on behalf of certain funds and managed accounts to be               
designated by them, provide financing in the aggregate principal amount of      
$40 million (the "Financing") consisting of convertible unsecured notes         
(the "Convertible Unsecured Notes") issued by ICG and its subsidiaries (as      
such entities are reorganized pursuant to their pending Chapter 11 cases,       
the "Reorganized Companies"), to be used by the Reorganized Companies for       
general working capital and corporate purposes and to facilitate the            
confirmation of the Second Amended Joint Plan of Reorganization filed by        
ICG with the Bankruptcy Court as modified to reflect the definitive terms       
of the Financing, the Senior Subordinated Secured Notes and ICG's senior        
bank facility (the "Plan of Reorganization") that ICG will seek to confirm      
in such Chapter 11 cases. Each Lender is pleased to advise you that it          
severally commits to provide the Financing to the Reorganized Companies,        
substantially on the terms and conditions set forth in this Commitment          
Letter and in the term sheet attached hereto as Exhibit A (the "Term            
Sheet"), in the amount set forth for such Lender on the signature page          
hereto. Such commitment to provide the Financing is subject to the              
satisfaction of the terms and conditions contained in this Commitment           
Letter and in the Term Sheet.                                                   

This Commitment Letter and the Term Sheet set forth only the  
material terms and conditions of the Financing. The Financing shall be          
subject to definitive legal documentation in form and substance reasonably      
satisfactory to each of the Lenders, which, in addition to the material         
terms set forth in this Commitment Letter and the Term Sheet, shall contain     
other provisions that are customary or typical for the type of transactions     
contemplated herein and therein (including customary representations and        
warranties by each Lender (i) as to such Lender's status as an "accredited      
investor" and (ii) to the effect that such Lender is acquiring Convertible      
Unsecured Notes for its own account (or on behalf of accounts it manages)       
and not with a view to the public distribution thereof in violation of          
federal or state securities laws).                                              

    The Lenders' several commitments to provide the Financing are also
subject to (i) the negotiation, execution and delivery of definitive            
financing documents in form and substance reasonably satisfactory to each       
of the Lenders and their counsel, (ii) there has not occurred or become         
known to ICG or the Lenders any material adverse change with respect to the     
condition, financial or otherwise, business, operations, properties,            
assets, liabilities or prospects of ICG or its subsidiaries (other than the     
filing of the Chapter 11 cases and the events resulting in the filing of        
the Chapter 11 cases), the Reorganized Companies or the consummation of the     
Plan of Reorganization (a "Material Adverse Change"), (iii) the absence of      
any material disruption or general adverse developments in the financial        
markets (a "Financial Markets Disruption"), and (iv) the conditions set         
forth on the Term Sheet. If at any time either (i) ICG is or becomes unable     
to fulfill any condition set forth in this Commitment Letter or in the Term     
Sheet or (ii) any Material Adverse Change or Financial Markets Disruption       
has occurred, any Lender may terminate this Commitment Letter by giving         
notice thereof to ICG (subject to the obligation of ICG to pay all fees,        
costs, expenses and other payment obligations expressly assumed by ICG          
hereunder, which shall survive the termination of this Commitment Letter).      
Each Lender's obligation to fund its several commitments is subject to each     
other Lender's having funded its commitment. Subject to receipt of the          
Orders (as hereinafter defined), the Lenders and ICG shall work in good         
faith to complete such documentation.                                           

Subject to receipt of Bankruptcy Court approval, ICG agrees to
reimburse the Lenders for all reasonable costs, fees and expenses (the          
"Expenses") incurred by or on behalf of them in connection with the             
negotiation, preparation, execution and delivery of this Commitment Letter,     
the Term Sheet and any and all definitive documentation relating hereto or      
thereto, including, but not limited to, the reasonable fees and expenses of     
one firm of counsel to the Lenders, up to a maximum aggregate reimbursement     
of $350,000. In the event that the aggregate Expenses of the Lenders exceed     
the Expense Reimbursement Limitation, such excess shall be borne by the         
Lenders pro rata to their respective commitments. The obligations of ICG        
under this paragraph shall remain effective whether or not any definitive       
documentation is executed and notwithstanding any termination of this           
Commitment Letter.                                                              

ICG hereby agrees to pay to the Lenders a refundable expense  
deposit of $200,000 (the "Expense Deposit") upon ICG's acceptance in            
writing of this Commitment Letter and the entry of one or more court orders     
approving the Expense reimbursement provisions of the foregoing paragraph,      
the indemnity provisions of the next succeeding paragraph and the payment       
of the Break-Up Fee (collectively, the "Orders"). In the event that the         
conditions set forth herein and in the Term Sheet are not satisfied, and        
definitive documentation related to the Financing is not negotiated and         
delivered, the Expense Deposit shall be returned to ICG, net of Expenses,       
including attorneys' and consultant fees. In the event that the                 
transactions contemplated by this Commitment Letter and the Term Sheet are      
consummated, then the Lenders shall retain the unused balance of the            
Expense Deposit, if any, pro rata to the Lenders' respective commitments.       
Upon request of the Lenders, ICG shall make reasonable additional advances      
(not to exceed $150,000 in the aggregate) to the Lenders for Expenses to be     
incurred by or on behalf of the Lenders. Such additional advances, to the       
extent not applied to pay Expenses, shall be returned to ICG.                   

Subject to receipt of Bankruptcy Court approval, ICG agrees to
indemnify and hold harmless the Lenders and their respective affiliates,        
directors, officers, employees, agents and assignees (including affiliates      
thereof) (each an "Indemnified Party") from and against any and all losses,     
claims, damages, liabilities or other expenses to which such Indemnified        
Party may become subject, insofar as such losses, claims, damages,              
liabilities (or actions or other proceedings commenced or threatened in         
respect thereof) or other expenses arise out of or in any way relate to or      
result from this Commitment Letter, the Term Sheet or the commitment made       
herein, or in any way arise from any use or intended use of this Commitment     
Letter, the Term Sheet or the proceeds of the Financing, and ICG agrees to      
reimburse each Indemnified Party for any legal or other expenses incurred       
in connection with investigating, defending or participating in any such        
loss, claim, damage, liability or action or other proceeding (whether or        
not such Indemnified Party is a party to any action or proceeding out of        
which indemnified expenses arise), but excluding therefrom all expenses,        
losses, claims, damages and liabilities that are finally determined in a        
non-appealable decision of a court of competent jurisdiction to have            
resulted solely from the gross negligence or willful misconduct of such         
Indemnified Party. In the event of any litigation or dispute involving this     
Commitment Letter, the Term Sheet or the Financing, no Lender shall be          
responsible or liable to ICG or any other person or entity for any special,     
indirect, consequential, incidental or punitive damages. The obligations of     
ICG under this paragraph shall remain effective whether or not any of the       
transactions contemplated in this Commitment Letter are consummated, any        
definitive legal documentation is executed and notwithstanding any              
termination of this Commitment Letter and shall be binding upon Reorganized     
ICG in the event that any plan of reorganization of ICG is consummated.         

    Subject to receipt of Bankruptcy Court approval, and provided that
at the time of termination or expiration of this Commitment Letter the          
Lenders remain obligated and willing to consummate the Financing (other         
than as a result of a failure by ICG to satisfy the conditions (other than      
a Material Adverse Change) to such Financing), ICG hereby agrees to pay the     
Lenders a fee (the "Break-Up Fee") of $2,000,000 in the event that ICG          
consummates on or after the date hereof and on or prior to the six month        
anniversary of the date of this Commitment Letter (i) any debt or equity        
financing (other than ICG's senior bank facility, the Senior Subordinated       
Notes and/or any refinancing, without additional availability, of ICG's         
senior bank facility or the Senior Subordinated Notes with one or more          
similar credit facilities) or (ii) a sale of all or substantially all of        
the assets of ICG (whether as a single transaction or pursuant to a plan of     
reorganization or liquidation). Such agreement shall be binding upon            
Reorganized ICG in the event any plan of reorganization for ICG is              
consummated.                                                                    

  ICG represents and warrants that (i) all written information and
other materials concerning ICG, its subsidiaries, the Reorganized Companies     
and the Plan of Reorganization (the "Information") that has been, or is         
hereafter, prepared by, or on behalf of, ICG or its subsidiaries and            
delivered to the Lenders is, or when delivered will be, when considered as      
a whole, complete and correct in all material respects and does not, or         
will not when delivered, contain any untrue statement of material fact or       
omit to state a material fact necessary in order to make the statements         
contained therein not misleading in light of the circumstances under which      
such statement has been made and (ii) to the extent that any such               
Information contains projections, such projections were prepared in good        
faith on the basis of (A) assumptions, methods and tests stated therein         
that are believed by ICG to be reasonable and (B) information believed by       
ICG to have been accurate based upon the information available to ICG at        
the time such projections were furnished to the Lenders.                        

   ICG agrees that it will (i) consult with each Lender prior to the
making of any filing in which reference is made to such Lender or this          
Commitment Letter, and (ii) obtain the prior approval of such Lender before     
releasing any public announcement in which reference is made to such Lender     
or this Commitment Letter. ICG acknowledges that any Lender and its             
affiliates may in the future provide financing or obtain other interests in     
other companies in respect of which ICG or its affiliates may be business       
competitors, and that the Lenders and their respective affiliates will have     
no obligation to provide to ICG or any of its affiliates any confidential       
information obtained from such other companies.                                 

  The several offers made by the Lenders in this Commitment Letter
shall remain in effect until 5:00 p.m. (New York City time) on April 3,         
2002, at which time they will expire unless prior thereto the Lenders have      
received a copy of this letter signed by ICG. Any obligations of the            
Lenders hereunder shall terminate at 5:00 p.m. (New York City time) (i) on      
April 8, 2002 unless prior to such time ICG shall have submitted a motion,      
in form and substance reasonably satisfactory to the Lenders, requesting        
the Orders, (ii) on April 30, 2002 unless prior to such time the Orders         
shall have been entered and the Commitment Fee and Expense Deposit paid to      
the Lenders and the Orders shall provide for a Break Up Fee of at least         
$1,200,000 or, if not so terminated, (iii) on June 10, 2002 unless prior to     
such time (A) the Plan of Reorganization shall have been consummated and        
(B) definitive documentation in connection with the Financing shall have        
been executed and delivered by all parties, in form and substance               
satisfactory to the Lenders (it being understood that ICG's obligations to      
pay all amounts in respect of indemnification, fees and Expenses shall          
survive the termination of this letter).                                        

This Commitment Letter, including the attached Term Sheet (i) 
supersedes all prior discussions, agreements, commitments, arrangements,        
negotiations or understandings, whether oral or written, of the parties         
with respect thereto (other than the expense reimbursement provisions of        
the proposal letter, dated September 20, 2001, of CCM) and (ii) shall be        
governed by the laws of the State of New York, without giving effect to the     
conflict of laws provisions thereof. This Commitment Letter may be executed     
in any number of counterparts and by different parties hereto in separate       
counterparts, each of which when so executed shall be deemed to be an           
original and all of which taken together shall constitute one and the same      
agreement. Delivery by facsimile transmission of an executed counterpart        
signature page to this Commitment Letter shall be effective as delivery of      
an executed original counterpart of this Commitment Letter. This Commitment     
Letter including the attached Term Sheet, may not be amended except in          
writing executed by the Company and each Lender; provided that any Lender       
may waive any condition to its own obligation to consummate the Financing       
without the consent of any other Lender.                                        

    Should the terms and conditions of the commitment contained herein
meet with your approval, please indicate your acceptance by signing and         
returning a copy of this Commitment Letter to the undersigned.                  

Very truly yours,   

             CERBERUS CAPITAL MANAGEMENT, L.P.

              By:     /s/ Seth Plattus
                                        ----------------------------------

         Name:  Seth Plattus
                 Title:    Managing Director

              Amount of Commitment:  $35,000,000
                                                 -----------------------

                    CSFB GLOBAL OPPORTUNITIES PARTNERS, L.P.

                        By:  CSFB Global Opportunities Advisers, LLC

                           By:     /s/ Frank S. Plimpton
                                            ------------------------------

                      Name:  Frank S. Plimpton
                Title:    Director

             Amount of Commitment:  $2,500,000
                                                ----------------------

      MORGAN STANLEY & CO., INC.

                 By:     /s/ Michael Petrick
                                        ----------------------------------

            Name:  Michael Petrick
                 Title:    Managing Director

             Amount of Commitment:  $2,500,000
                                                ----------------------

Agreed and accepted on this 3rd day of April 2002:                              

ICG COMMUNICATIONS, INC.                                                        

By:    /s/ Bernard Zuroff                                                       
-----------------------------------                               
Name:  Bernard Zuroff                                             
Title:    Executive Vice President                                

EXHIBIT A     

Term Sheet    

 This Term Sheet is part of the Commitment Letter dated April 3,
2002 (the "Commitment Letter"), addressed to ICG by Cerberus Capital            
Management, L.P., CSFB Global Opportunities Partners, L.P. and Morgan           
Stanley & Co., Inc. and is subject to the terms and conditions of the           
Commitment Letter. Capitalized terms used herein shall have the meanings        
set forth in the Commitment Letter unless otherwise defined herein.             

--------------------------------------------------------------------------------

BORROWER:                         ICG Communications, Inc.                      
--------------------------------------------------------------------------------

LENDERS:                          Global Opportunities Partners, L.P. and       
                            Morgan Stanley & Co., Inc., on behalf of
                            certain funds and managed accounts to be
       designated by them.

--------------------------------------------------------------------------------

FINANCING:                        $40 million in convertible unsecured notes.   
--------------------------------------------------------------------------------
USE OF PROCEEDS:                  The cash provided by the Financing shall      
                             be used to (i) pay for administrative and
                             transaction expenses and (ii) provide for
                           working capital and capital expenditure
 needs of ICG.
--------------------------------------------------------------------------------
PLAN OF REORGANIZATION:           The Lenders' commitment to provide the        
                          Financing pursuant to the terms hereof
                      shall be contingent upon a capital
                           structure consistent with the following
                           being in place upon consummation of the
                             Plan of Reorganization and the Financing:

             Senior Bank Facility:                           Up to $60MM

             Senior Subordinated Secured Notes:                    $25MM

Convertible Unsecured Notes                   
             (including related Preferred Stock):                  $40MM

Other indebtedness for borrowed               
               money (including capitalized leases):        Up to $125MM

Shares Outstanding                            
               at Closing:                                     8,000,000

Shares issuable upon exercise of              
warrants issued to resolve the            
Holding/Services dispute (the             
              "Holdings Warrants")                               800,000

Shares issuable upon exercise of              
warrants issued to holders of                 
             Senior Subordinated Secured Notes:                  200,000

Shares issuable upon conversion               
               of Convertible Unsecured Notes:                 2,250,000

Shares reserved for                           
               New Option Plan:                                1,250,000

Cash on Balance Sheet (pro forma              
for the Reorganization, the               
Financing, the Senior Bank                
Facility and the Senior                   
               Subordinated Unsecured Notes):                      $87MM
--------------------------------------------------------------------------------
                          The terms of the Convertible Unsecured
              Notes shall be as follows:

                      Principal: $40MM, available on the
                  closing date of the Financing.

                             Interest: Interest shall accrue quarterly
                             on the Convertible Unsecured Notes at the
                      rate of 11% per annum and shall be
                         payable by the issuance of additional
                Convertible Unsecured Notes.

                         Term: The Convertible Unsecured Notes
                             shall mature and shall be due and payable
                             on the seventh anniversary of the closing
                       date of the Financing (the "Closing
Date").     

                           No Optional Prepayment: The Convertible
                           Unsecured Notes shall not be prepayable
                           at the option of the Company. ICG shall
                             offer to prepay the Convertible Unsecured
                             Notes from the net cash proceeds of sales
                   of assets (including IRU's) and
                            extraordinary receipts to the extent the
                            same are not applied to repay the Senior
                            Bank Facility or the Senior Subordinated
  Secured Notes.

                            Priority: No debt of ICG shall be senior
                      (structurally or otherwise) to the
                          Convertible Unsecured Notes except (i)
                             the Senior Bank Facility, (ii) the Senior
                         Subordinated Secured Notes, (iii) the
                         other indebtedness for borrowed money
                           (including capitalized leases) existing
                             on the Closing Date of up to $125MM, (iv)
                          up to $25MM of additional indebtedness
                        and (v) refinancing of the foregoing
                             (without increase in the principal amount
                           thereof, and, in the case of the Senior
                             Bank Facility and the Senior Subordinated
                             Secured Notes, having financial terms and
                             other covenants no less favorable to ICG)
                    permitted in accordance with the
                           provisions of the Convertible Unsecured
Notes.      

                         Conversion: At any time, a Lender may
                             convert all or a portion of such Lender's
                           Convertible Unsecured Notes into shares
                    of Common Stock (the "Conversion
                             Shares"), at the rate of 56.25 shares for
                         each $1,000 of principal converted as
                       adjusted for stock splits and other
         similar transactions.

                      Events of Default: The Convertible
                           Unsecured Notes shall contain customary
                            events of default for debt securities of
                  this nature including, without
                         limitation, payment, cross-default on
                    other indebtedness, violation of
                          covenants, breach of representation or
                        warranty, judgments and ERISA. These
                         events of default shall be subject to
                             customary blockage rights in favor of the
                       Senior Bank Facility and the Senior
               Subordinated Secured Notes.

                    Preferred Stock: The Convertible
                       Unsecured Notes will be issued with
                            non-detachable shares of preferred stock
                             of ICG (the "Preferred Stock") having (a)
                       aggregate liquidation preference of
                           $10,000, (b) a dividend rate of 11% per
                         annum, payable in kind and (c) voting
                             rights equivalent to the voting rights of
                        the Conversion Shares. The Preferred
                           Stock will be optionally or mandatorily
                             redeemable by ICG only in connection with
                    the payment or retirement of the
                             Convertible Unsecured Notes corresponding
                          to such shares of Preferred Stock. The
                          redemption price shall be equal to the
                           liquidation preference plus accrued and
                         unpaid dividends. Upon conversion, if
                            any, of Convertible Unsecured Notes into
                        Conversion Shares, the corresponding
                     shares of Preferred Stock will be
 extinguished.
--------------------------------------------------------------------------------
BOARD REPRESENTATION:             The number of directors shall be fixed at     
                           9, with the initial Board members being
                          selected as follows: (a) 5 by Cerberus
                           Capital Management, L.P. ("CCM"), (b) 2
                             by W.R. Huff Asset Management Co., L.L.C.
                          ("WRH") (c) 1 by Morgan Stanley & Co.,
                             Inc. on behalf of the Unsecured Creditors
                            Committee and (d) ICG's CEO. The ability
                           of CCM to designate 5 directors will be
                            tied to its maintaining equity interests
                          in and Convertible Unsecured Notes (or
                            Conversion Shares) of reorganized ICG at
                           50% of Closing Date levels. Each of CCM
                             and WRH will be entitled to designate two
                            members to the Board of Directors for as
                             long as it beneficially owns at least 10%
                             of ICG's Common Stock and each of CCM and
                         WRH will be entitled to designate one
                           member to the Board of Directors for so
                            long as it beneficially owns at least 8%
                            of ICG's Common Stock. The approval of a
                           majority of the Board of Directors plus
                      one of the designees of WRH or the
                          Unsecured Creditors Committee shall be
required for

                                         (i) consolidation or merger
                             with or into any other person or transfer
                      of all or substantially all of its
                      properties and assets to any other
person;     

                                        (ii) the approval of ICG's
                      annual budget (as so approved, the
                     "Approved Annual Budget") and any
                           material modification thereof; provided
                         that in the absence of such approval,
                            ICG's annual budget for the prior fiscal
                            year shall be deemed the Approved Annual
Budget;     

                              (iii)any capital
                             expenditure, or series of related capital
                          expenditures, exceeding $10 million in
  the aggregate;

                                         (iv) except as specifically
                       contemplated by the Approved Annual
                        Budget, borrowing funds or otherwise
                          become subject to, whether directly or
                         indirectly, or by way of guarantee or
                          otherwise, any indebtedness (including
                             capitalized leases but excluding ordinary
                  course payables to vendors and
customers); 

                                     (v) the issuance of any
                             capital stock of ICG, other than pursuant
                      to the New Option Plan or upon the
                             exercise of warrants or conversion of the
                    Convertible Unsecured Notes; and

                                         (vi) the termination of the
                   Chief Executive Officer of ICG.
--------------------------------------------------------------------------------
UNSECURED NOTE                    Definitive loan documents for the             
COVENANTS:                        transaction shall provide for customary       
                         affirmative and negative covenants in
                      favor of the Lenders. The material
                            affirmative and negative covenants shall
  be as follows:

                           Without the consent of the holders of a
                         majority of the Convertible Unsecured
                     Notes, neither ICG nor any of its
       subsidiaries shall:

                               (a) enter into any transactions
                           with affiliates (other than on an arms'
  length basis);

                                (b) make any Restricted Payment.
              "Restricted Payment" means

                                    (i) the declaration or
                               payment of any dividends or any
                                  other distributions of any sort in
                            respect of its capital stock
                         (including any payment in
                             connection with any merger or
                                 consolidation) or similar payment
                                 to the direct or indirect holders
                                of its capital stock (other than
                             dividends or distributions on
                               capital stock payable solely in
                         capital stock, other than
                           redeemable capital stock or
                               exchangeable capital stock, and
                                  dividends or distributions payable
                                  solely to ICG), (ii) the purchase,
                                  redemption or other acquisition or
                                  retirement for value of any of its
                                   capital stock or the exercise by it
                             of any option to exchange any
                                  capital stock that by its terms is
                                  exchangeable solely at its option,
                                   (iii) the setting apart of money or
                                  other property for any redemption,
                                purchase or other analogous fund
                               for the redemption, purchase or
                                 acquisition of any of its capital
                              stock, (iv) the payment of any
                                 indebtedness that is subordinated
                          in right of payment to the
                                  Convertible Unsecured Notes or (v)
                                  the prepayment of any indebtedness
                              that is pari passu in right of
                          payment to the Convertible
                Unsecured Notes;

                                 (c) borrow any funds or otherwise
                             become subject to, whether directly or by
                      way of guarantee or otherwise, any
                       indebtedness (including capitalized
                        leases but excluding ordinary course
                             payables to vendors and customers) except
                    the indebtedness specified under
                            "Convertible Unsecured Notes - Priority"
above;      

                             (d) create any lien, claim or
                           encumbrance on any properties of ICG or
                             any of its subsidiaries, except to secure
                          (i) the Senior Bank Facility, (ii) the
                            Senior Subordinated Secured Notes, (iii)
                           capitalized leases outstanding upon the
                            Closing Date or permitted to be incurred
                          under clause (c) above, and (iv) up to
                    $25 million of additional senior
                         indebtedness permitted to be incurred
                        under "Convertible Unsecured Notes -
    Priority" above;

                                  (e) acquire any assets (whether by
                     means of an asset purchase, stock
                          purchase or merger), other than in the
                         ordinary course of business, having a
                          fair market value, with respect to any
                    transaction or series of related
                         transactions, of $25 million or more;

                                  (f) consolidate with or merge with
                             or into any other corporation or transfer
                   all or substantially all of its
                          properties and assets to any person or
                         otherwise effect a change of control;

                                (g) convey, sell, lease, assign,
                           transfer or otherwise dispose of any of
                             its material property, business or assets
                       (including, without limitation, tax
                       benefits, receivables and leasehold
                             interests) whether now owned or hereafter
                        acquired except: (i) for the sale or
                     other disposition of any tangible
                     personal property that has become
                           obsolete or worn out and is disposed of
                           in the ordinary course of business, and
                           (ii) for sales or other dispositions of
                            inventory made in the ordinary course of
business;   

                           (h) make any advance, loan,
                  extension of credit or capital
                           contribution to, or purchase any stock,
                     bonds, notes, debentures or other
                    securities of, or make any other
                             investment in, any person except: (1) ICG
                        may make investments in, or loans or
                 advances to, any wholly-owned
                     subsidiaries and any wholly-owned
                            subsidiaries may make investments in, or
                            loans or advances to, ICG and (2) ICG or
                             its wholly-owned subsidiaries may acquire
                        and hold receivables owing to it, if
                     created in the ordinary course of
                            business and payable or dischargeable in
                          accordance with customary trade terms;

                                  (i) permit to exist limitations on
                             the payment of dividends or distributions
                         by the operating subsidiaries of ICG,
                   except for permitted exceptions
                satisfactory to the Lenders;

                           (j) effect any liquidation,
                     dissolution or winding up of ICG;

                           (k) modify their respective
                            charter, by-laws or other organizational
 documents; or

                            (l) enter into any contract,
                           agreement or understanding with respect
            to any of the foregoing.

VOTING OF SHARES:                 Each Lender shall be entitled                 
                          to vote all shares of Common Stock and
                            Preferred Stock owned by it, in a single
                         class with all other shares of Common
Stock.      
--------------------------------------------------------------------------------
REPRESENTATIONS AND WARRANTIES:   The final documents shall contain             
                            customary representations and warranties
                        for a transaction and issuer of this
nature.     
--------------------------------------------------------------------------------
REGISTRATION RIGHTS:              The Lenders shall be entitled to              
                            demand and piggyback registration rights
                          for the ICG Common Stock issuable upon
                           conversion of the Convertible Unsecured
                             Notes on terms reasonably satisfactory to
them.       
--------------------------------------------------------------------------------
CONDITIONS PRECEDENT:             The several obligations of the Lenders to     
                         make the Financing will be subject to
                       customary conditions precedent. The
                            material conditions shall be as follows:

                                 (a) the Plan of Reorganization of
                         ICG shall (i) provide for the capital
                          structure for the reorganized ICG upon
                     the effective date of the Plan of
                           Reorganization as set forth above, (ii)
                             provide for the transactions contemplated
                      by the Financing the Senior Credit
                        Facility and the Senior Subordinated
                            Secured Notes, (iii) be confirmed by the
                            Bankruptcy Court and consummated by June
                   10, 2002, and (iv) be otherwise
                            consistent with the Business Plan of ICG
                    dated February 21, 2002, and the
                           confirmation order shall be in form and
                          substance satisfactory to the Lenders;
                            provided that the Plan of Reorganization
                           may also contain provisions that enable
                             it to be confirmed and consummated in the
                            event that the Financing does not occur.

                            (b) there shall have been no
                        Material Adverse Change or Financial
       Markets Disruption;

                              (c) ICG's senior bank facility
                   shall have been restructured or
                    refinanced on the material terms
                             (including as to maturity, interest rate,
                             amortization, covenants and defaults) set
                forth in Exhibit A-1 hereto;

                         (d) $25MM of ICG's Senior
                         Subordinated Secured Notes shall have
                         been issued on the material terms set
                forth in Exhibit A-2 hereto;

                                   (e) ICG's charter and by-laws shall
                           have been amended to be consistent with
                           the terms of this Term Sheet, and shall
                      otherwise be in form and substance
                           reasonably satisfactory to each Lender;

                             (f) execution and delivery of
                       appropriate legal documentation the
                         material terms of which are set forth
                             herein and that are otherwise in form and
                             substance satisfactory to the Lenders and
                      the satisfaction of the conditions
                precedent contained therein;

                                  (g) opinions from ICG's counsel as
                            to such matters as the Lenders and their
                     respective counsel may reasonably
request;    

                                  (h) all necessary governmental and
                         third party approvals, waivers and/or
                             consents in connection with the Financing
                           (including the issuance of Common Stock
                            upon conversion of Convertible Unsecured
                       Notes) shall have been obtained and
                    remain in full force and effect;

                               (i) there shall exist no claim,
                           action, suit, investigation, litigation
                           or proceeding, pending or threatened in
                         any court or before any arbitrator or
                       governmental instrumentality, which
                             relates to the Financing or which has any
                     reasonable likelihood of having a
                            material adverse effect on the condition
                       (financial or otherwise), business,
                        operations, performance, properties,
                            assets, liabilities or prospects of ICG;
and         

                                  (j) the total fees paid or payable
                           to Dresdner Kleinwort Wasserstein, Inc.
                            in connection with ICG's bankruptcy case
                            and the Plan of Reorganization shall not
                          exceed $8 MM in the aggregate, and the
                         success fees paid or payable to Zolfo
                           Cooper shall not exceed $800,000 in the
aggregate.  
--------------------------------------------------------------------------------
FUNDING FEE:                      A funding fee of 3% of the                    
                           aggregate amount of the Financing shall
                      be due upon theconsummation of the
Financing.  
--------------------------------------------------------------------------------
GOVERNING LAW:                    All documentation in connection with          
                          the Financing shall be governed by the
                       laws of the State of New York. Each
                            Lender and ICG shall each consent to the
                            jurisdiction of state and federal courts
                          located in New York City and waive any
           right to trial by jury.
--------------------------------------------------------------------------------

Exhibit A-1     

See Plan Exhibit E      

Exhibit A-2     

See Plan Exhibit H      

                                                    PLAN EXHIBIT H

COMMITMENT LETTER AND TERMSHEET FOR     
NEW SENIOR SUBORDINATED TERM LOAN     

CERBERUS CAPITAL MANAGEMENT, L.P.     
MORGAN STANLEY & CO., INC.    
450 Park Avenue     
New York, New York 10022    

                                 April 3, 2002

ICG Communications, Inc.                                                        
161 Inverness Drive West                                                        
Englewood, Colorado  80112                                                      

Re: Financing Commitment    

Ladies and Gentlemen:                                                           

ICG Communications, Inc., as debtor-in-possession ("ICG") in  
certain cases pending under chapter 11 of the Bankruptcy Code (the "Chapter     
11 Cases"), has requested that Cerberus Capital Management, L.P. ("CCM")        
and Morgan Stanley & Co., Inc., on behalf of one or more funds and managed      
accounts to be designated by them (the "Lenders") provide a $25 million         
senior subordinated secured term loan (the "Financing") to ICG                  
Communications, Inc., as such entity is reorganized ("Reorganized ICG")         
pursuant to the Second Amended Joint Plan of Reorganization filed by ICG        
with the Bankruptcy Court as modified to reflect the definitive terms of        
the Financing, an amended and restated $60 million senior secured credit        
facility to be provided to the Borrower and $40 million of convertible debt     
securities, that ICG will seek to have confirmed by the court (the              
"Bankruptcy Court") in the Chapter 11 Cases (the "Plan of Reorganization").     
Each Lender is pleased to advise you that it severally commits to provide       
the Financing to Reorganized ICG, substantially on the terms and conditions     
set forth in this Commitment Letter and in the term sheet attached hereto       
as Exhibit A (the "Term Sheet"). Such commitment to provide the Financing       
is subject to the satisfaction of the terms and conditions contained in         
this Commitment Letter and in the Term Sheet.                                   

This Commitment Letter and the Term Sheet set forth only the  
material terms and conditions of the Financing. The Financing shall be          
subject to definitive legal documentation in form and substance reasonably      
satisfactory to each of the Lenders, which, in addition to the material         
terms set forth in this Commitment Letter and the Term Sheet, shall contain     
other provisions that are customary or typical for the type of financing        
transactions contemplated hereby and thereby (including customary               
representations and warranties by each Lender (i) as to such Lender's           
status as an "accredited investor" and (ii) to the effect that such Lender      
is acquiring the warrants being issued in connection with the Financing for     
its own account (or on behalf of accounts it manages) and not with a view       
to the public distribution thereof in violation of federal or state             
securities laws).                                                               

   The Lenders' several commitments to provide the Financing is also
subject to (i) the negotiation, execution and delivery of definitive            
financing documents in form and substance reasonably satisfactory to each       
Lender, ICG and their respective counsel, (ii) there has not occurred or        
become known to ICG or the Lenders any material adverse change with respect     
to the condition, financial or otherwise, business, operations, properties,     
assets, liabilities or prospects of ICG or any of its subsidiaries (other       
than the filing of the Chapter 11 Cases and the events resulting in the         
filing of the Chapter 11 Cases), Reorganized ICG or the consummation of the     
Plan of Reorganization (a "Material Adverse Change"), (iii) the absence of      
any material disruption or general adverse developments in the financial        
markets (a "Financial Markets Disruption"), and (iv) the conditions set         
forth on the Term Sheet. If at any time either (A) ICG is or becomes unable     
to fulfill any condition set forth in this Commitment Letter or in the Term     
Sheet or (B) any Material Adverse Change or any Financial Markets               
Disruption has occurred, any Lender may terminate this Commitment Letter by     
giving notice thereof to ICG (subject to the obligation of ICG to pay all       
fees, costs, expenses and other payment obligations expressly assumed by        
ICG hereunder, which shall survive the termination of this Commitment           
Letter). Each Lender's obligation to fund its several commitment is subject     
to each other Lender's having funded its commitment. Subject to receipt of      
the Orders (as hereinafter defined), the Lenders and ICG shall work in good     
faith to complete such documentation.                                           

   In addition to the expense reimbursement pursuant to the proposal
letter dated September 20, 2001 between CCM and ICG (the "Proposal              
Letter"), and subject to receipt of Bankruptcy Court approval, ICG agrees       
to reimburse the Lenders for all reasonable costs, fees and expenses (the       
"Expenses") incurred by or on behalf of the Lenders in connection with the      
negotiation, preparation, execution and delivery of this Commitment Letter,     
the Term Sheet and any and all definitive documentation relating hereto or      
thereto, including, but not limited to, the reasonable fees and expenses of     
one firm of counsel as well as consultants to the Lenders, up to a maximum      
aggregate reimbursement (in addition to amounts pursuant to the Proposal        
Letter) of $750,000 (the "Expense Reimbursement Limitation"). In the event      
that the aggregate Expenses of the Lenders exceed the Expense Reimbursement     
Limitation, such excess shall be borne by the Lenders pro rata to their         
respective commitments. The obligations of ICG under this paragraph shall       
remain effective whether or not any definitive documentation is executed        
and notwithstanding any termination of this Commitment Letter and shall be      
binding upon Reorganized ICG in the event any plan of reorganization for        
ICG is consummated.                                                             

ICG hereby agrees to pay to the Lenders a refundable expense  
deposit (in addition to amounts pursuant to the Proposal Letter) of             
$375,000 (the "Expense Deposit") upon its acceptance in writing of this         
Commitment Letter and the entry of one or more court orders (the "Orders")      
approving the payment of the Expense reimbursement provisions of the            
foregoing paragraph, the indemnity provisions of the next succeeding            
paragraph and the payment of the Break-Up Fee (as hereinafter defined). In      
the event that the conditions set forth herein and in the Term Sheet are        
not satisfied and definitive documentation related to the Financing is not      
negotiated and delivered, the Expense Deposit shall be returned to ICG, net     
of Expenses, including attorney's and consultant fees. In the event that        
the transactions contemplated by this Commitment Letter and the Term Sheet      
are consummated, then the Lenders shall retain the unused balance of the        
Expense Deposit, if any, pro rata to the Lenders' respective commitment.        
Upon request of the Lenders, ICG shall make reasonable additional advances      
(not to exceed (in addition to amounts pursuant to the Proposal Letter)         
$375,000 in the aggregate) to the Lenders for Expenses to be incurred by or     
on behalf of the Lenders. Such additional advances, to the extent not           
applied to pay Expenses, shall be returned to ICG.                              

Subject to receipt of Bankruptcy Court approval, ICG agrees to
indemnify and hold harmless the Lenders and their respective affiliates,        
directors, officers, employees, agents and assignees (including affiliates      
thereof) (each an "Indemnified Party") from and against any and all losses,     
claims, damages, liabilities or other expenses to which such Indemnified        
Party may become subject, insofar as such losses, claims, damages,              
liabilities (or actions or other proceedings commenced or threatened in         
respect thereof) or other expenses arise out of or in any way relate to or      
result from this Commitment Letter, the Term Sheet or the commitment made       
herein, or in any way arise from any use or intended use of this Commitment     
Letter, the Term Sheet or the proceeds of the Financing, and ICG agrees to      
reimburse each Indemnified Party for any legal or other expenses incurred       
in connection with investigating, defending or participating in any such        
loss, claim, damage, liability or action or other proceeding (whether or        
not such Indemnified Party is a party to any action or proceeding out of        
which indemnified expenses arise), but excluding therefrom all expenses,        
losses, claims, damages and liabilities that are finally determined in a        
non-appealable decision of a court of competent jurisdiction to have            
resulted solely from the gross negligence or willful misconduct of such         
Indemnified Party. In the event of any litigation or dispute involving this     
Commitment Letter, the Term Sheet or the Financing, no Lender shall be          
responsible or liable to ICG or any other person or entity for any special,     
indirect, consequential, incidental or punitive damages. The obligations of     
ICG under this paragraph shall remain effective whether or not any of the       
transactions contemplated in this Commitment Letter are consummated, any        
definitive legal documentation is executed and notwithstanding any              
termination of this Commitment Letter and shall be binding upon Reorganized     
ICG in the event any plan of reorganization for ICG is consummated.             

    Subject to receipt of Bankruptcy Court approval, and provided that
at the time of termination or expiration of this Commitment Letter, the         
Lenders remain obligated and willing to consummate the Financing (other         
than as a result of a failure by ICG to satisfy the conditions (other than      
a Material Adverse Change) to such Financing), ICG hereby agrees to pay the     
Lenders a fee (the "Break-Up Fee") of $1,250,000 in the event that ICG          
consummates on or after the date hereof and on or prior to the six month        
anniversary of the date of this Commitment Letter (i) an issuance or sale       
of debt or equity securities or another debt or equity financing (other         
than the refinancing of not more than $60,000,000 of ICG's existing bank        
credit facility with another similar credit facility and the issuance of        
not more than $40,000,000 of junior subordinated debt securities) or (ii) a     
sale of all or substantially all of the assets of ICG (whether as a single      
transaction or pursuant to a plan of reorganization or liquidation). Such       
agreement shall be binding upon Reorganized ICG in the event any plan of        
reorganization for ICG is consummated.                                          

  ICG represents and warrants that (i) all written information and
other materials concerning ICG, its subsidiaries, Reorganized ICG, its          
subsidiaries and the Plan of Reorganization (the "Information") that has        
been, or is hereafter, prepared by, or on behalf of, ICG or its                 
subsidiaries and delivered to the Lenders is, or when delivered will be,        
when considered as a whole, complete and correct in all material respects       
and does not, or will not when delivered, contain any untrue statement of       
material fact or omit to state a material fact necessary in order to make       
the statements contained therein not misleading in light of the                 
circumstances under which such statement has been made and (ii) to the          
extent that any such Information contains projections, such projections         
were prepared in good faith on the basis of (A) assumptions, methods and        
tests stated therein that are believed by ICG to be reasonable and (B)          
information believed by ICG to have been accurate based upon the                
information available to ICG at the time such projections were furnished to     
the Lenders.                                                                    

   ICG agrees that it will (i) consult with each Lender prior to the
making of any filing in which reference is made to such Lender, the             
Proposal Letter or this Commitment Letter, and (ii) obtain the prior            
approval of such Lender before releasing any public announcement in which       
reference is made to such Lender, or this Commitment Letter. ICG                
acknowledges that any Lender and its affiliates may in the future provide       
financing or obtain other interests in other companies in respect of which      
ICG or its affiliates may be business competitors, and that the Lenders and     
their affiliates will have no obligation to provide to ICG or any of its        
affiliates any confidential information obtained from such other companies.     

  The several offers made by the Lenders in this Commitment Letter
shall remain in effect until 5:00 p.m. (New York City time) on April 3,         
2002, at which time they will expire unless prior thereto the Lenders have      
received a copy of this letter signed by ICG. Any obligation of the Lenders     
hereunder shall terminate at 5:00 p.m. (New York City time) (i) on April 8,     
2002, unless prior to such time ICG shall have submitted a motion, in form      
and substance reasonably satisfactory to the Lenders, requesting the            
Orders, (ii) on April 30, 2002 unless prior to such time the Orders shall       
have been entered and the Expense Deposit paid to the Lenders and the           
Orders shall provide a Break Up Fee of at least $750,000 or, if not so          
terminated, (iii) on June 10, 2002 unless prior to such time (A) the Plan       
of Reorganization shall have been consummated and (B) definitive                
documentation in connection with the Financing shall have been executed and     
delivered by all parties, in form and substance satisfactory to the Lenders     
(it being understood that ICG's obligations to pay all amounts in respect       
of indemnification, fees and Expenses shall survive the termination of this     
letter).                                                                        

   This Commitment Letter and the Term Sheet (i) supersede all prior
discussions, agreements, commitments, arrangements, negotiations or             
understandings, whether oral or written, of the parties with respect            
thereto (including, except where specifically referenced herein, the            
Proposal Letter) and (ii) shall be governed by the laws of the State of New     
York, without giving effect to the conflict of laws provisions thereof.         

    Should the terms and conditions of the commitment contained herein
meet with your approval, please indicate your acceptance by signing and         
returning a copy of this Commitment Letter to the undersigned.                  

                 Very truly yours,

                                 CERBERUS CAPITAL MANAGEMENT, L.P.

                     By:  /s/ Seth Plattus
                                            ----------------------------------
                                     Name:  Seth Plattus
                                          Title: Managing Director

                                  Amount of Commitment:  $22,500,000

                          MORGAN STANLEY & CO., INC.

                        By:  /s/ Michael Petrick
                                            ----------------------------------
                                        Name:  Michael Petrick
                                          Title: Managing Director

                                 Amount of Commitment:  $2,500,000

Agreed and accepted on this 3rd day of April 2002:                              

ICG COMMUNICATIONS, INC.                                                        

By:    /s/ Bernard Zuroff                                                       
---------------------------------                                 
Name:  Bernard Zuroff                                             
Title: Executive Vice President                                   

EXHIBIT A     

Term Sheet    

 This Term Sheet is part of the Commitment Letter dated April 3,
2002 (the "Commitment Letter"), addressed to ICG Communications, Inc. by        
Cerberus Capital Management, L.P. and Morgan Stanley & Co., Inc. and is         
subject to the terms and conditions of the Commitment Letter. Capitalized       
terms used herein shall have the meanings set forth in the Commitment           
Letter unless otherwise defined herein.                                         

BORROWER:                         ICG Communications, Inc., as reorganized      
                    upon consummation of the Plan of
                      Reorganization ("Reorganized ICG")

GUARANTORS:                       All present and future subsidiaries of        
 the Borrower.

LENDERS:                          Cerberus Capital Management, L.P. and         
                            Morgan Stanley & Co., Inc., on behalf of
                           certain funds or managed accounts to be
       designated by them.

AMOUNT:                           $25 million senior subordinated secured       
term loan.  

RANKING:                          The obligations of the Borrower and its       
                            subsidiaries under the Financing will be
                    senior subordinated obligations,
                           subordinated only to the obligations of
                           the Borrower and its subsidiaries under
                      the Borrower's senior secured bank
                         facility described on Exhibit B-1(the
                      "Senior Credit Facility") on terms
                            satisfactory to the CCM and senior, with
                           certain exceptions to be negotiated, to
                   all existing and future debt of
                             Reorganized ICG, including the Borrower's
                           $40 million convertible notes described
                        on Exhibit B-2 (the "Junior Notes").

FINAL MATURITY:                   Four years from the Closing Date.             

AMORTIZATION:                     None.                                         

USE OF PROCEEDS:                  The proceeds of the Financing shall be        
                             used to pay claims payable under the Plan
                         of Reorganization on account of ICG's
                  existing senior bank facility.

OPTIONAL PREPAYMENT:              Subject to the terms of the Senior Credit     
                         Facility, the Borrower may prepay, in
                          full or in part, the Financing without
                         penalty; provided, however, that each
                            partial prepayment shall be in an amount
                          of $500,000 or an integral multiple of
               $500,000 in excess thereof.

MANDATORY PREPAYMENT:             Subject to the terms of the Senior Credit     
                             Facility, substantially on the same terms
         as set forth therein.

INTEREST:                         14% per annum, payable monthly in             
arrears.    

SECURITY:                         Second priority lien on all unencumbered      
                      present and future property of the
                           Borrower and the Borrower's present and
                          future subsidiaries, including without
                        limitation owned stock, real estate,
                           leaseholds, fixtures, accounts, license
                             rights and spectrum, patents, trademarks,
                          tradenames, copyrights, chattel paper,
                        insurance proceeds, contract rights,
                          hedge agreements, cash, bank accounts,
                        tax refunds, documents, instruments,
                   general intangibles, inventory,
                            equipment, vehicles and other goods; and
                         third priority lien on all encumbered
                             property, in each case subordinate to the
                          liens on such property in favor of the
                           agent under the Senior Credit Facility.
                           Except for customary liens to be agreed
                             upon, no other liens on any such property
       shall be permitted.

WARRANTS:                         The Lenders will receive, pro rata to         
                             their respective Commitments, warrants to
                         purchase 200,000 shares of ICG Common
                         Stock at an initial exercise price of
                        $20.00 per share. The Warrants shall
                        expire, if unexercised, on the fifth
                    anniversary of the date of their
                            issuance. The Warrants shall provide for
                           customary weighted average antidilution
                         protection and shall also provide for
      cashless exercise.

REGISTRATION RIGHTS:              The Lenders shall be entitled to demand       
                             and piggyback registration rights for the
                           ICG Common Stock issuable upon exercise
                       of the Warrants on terms reasonably
         satisfactory to them.

CONDITIONS PRECEDENT:             The several obligations of the Lenders to     
                            provide the Financing will be subject to
                       customary conditions precedent. The
                            material conditions shall be as follows:

                                 (a) the Plan of Reorganization of
                             ICG shall (i) provide for the
                                 capital structure for Reorganized
                                  ICG upon the effective date of the
                                 Plan of Reorganization consistent
                          with that set forth in the
                                  Disclosure Statement, (ii) provide
                                 for the transactions contemplated
                                   by the Financing, the Senior Credit
                              Facility and the Junior Notes,
                         (iii) be confirmed by the
                                   Bankruptcy Court and consummated by
                          June 10, 2002, and (iv) be
                             otherwise consistent with the
                                   Business Plan of ICG dated February
                              21, 2002; and the confirmation
                          order shall be in form and
                             substance satisfactory to the
        Lenders;

                                 (b) concurrently with the closing
                                of the Financing, (i) the Senior
                             Bank Facility shall have been
                                 consummated on the material terms
                                   (including as to maturity, interest
                                 rate, amortization, covenants and
                                  defaults) set forth on Exhibit B-1
                             hereto; (ii) the transactions
                                contemplated by the Junior Notes
                                 shall be consummated with CCM and
                            other investors party to the
                                 Commitment Letter attached hereto
                               as Exhibit B-2 and the Borrower
                                shall have received the proceeds
                                  thereof in an aggregate amount not
                               less than $40,000,000 (less the
                            fees and expenses accrued in
                       connection therewith as
                                contemplated by Exhibit B-2) and
                                (iii) the Plan of Reorganization
                            shall have been consummated;

                            (c) there shall have been no
                          Material Adverse Change or
                             Financial Markets Disruption;

                                 (d) the Lenders and the creditors
                                   in the Senior Credit Facility shall
                                  have entered into an intercreditor
                                  agreement on terms satisfactory to
            the Lenders;

                             (e) execution and delivery of
                                   appropriate legal documentation the
                               material terms of which are set
                                   forth herein and that are otherwise
                                  in form and substance satisfactory
                                   to the Lenders and the satisfaction
                           of the conditions precedent
                  contained therein;

                                  (f) opinions from ICG's counsel as
                                  to such matters as the Lenders and
                            their respective counsel may
                   reasonably request;

                                  (g) all necessary governmental and
                              third party approvals, waivers
                                  and/or consents in connection with
                             the Financing shall have been
                                 obtained and remain in full force
           and effect;

                               (h) there shall exist no claim,
                            action, suit, investigation,
                                 litigation or proceeding, pending
                             or threatened in any court or
                        before any arbitrator or
                                   governmental instrumentality, which
                           relates to the transactions
                                  contemplated by the Financing, the
                               Senior Credit Facility, and the
                             Junior Notes or which has any
                                 reasonable likelihood of having a
                              material adverse effect on the
                                   condition (financial or otherwise),
                                  business, operations, performance,
                                  properties, assets, liabilities or
                                 prospects of the Borrower and its
                 subsidiaries; and

                                  (i) the total fees paid or payable
                                  to Dresdner Kleinwort Wasserstein,
                             Inc. in connection with ICG's
                           bankruptcy case and Plan of
                                  Reorganization shall not exceed $8
                            MM in the aggregate, and the
                               success fees paid or payable to
                             Zolfo Cooper shall not exceed
                          $800,000 in the aggregate.

REPRESENTATIONS AND WARRANTIES:   Those customarily found in credit             
                         agreements for similar financings and
                             others appropriate in the judgment of the
                            Lenders for the transaction contemplated
                     hereby, equivalent, to the extent
                       determined to be appropriate by the
                             Lenders, to those set forth in the Senior
    Credit Facility.

COVENANTS:                        Those negative, affirmative and financial     
                             covenants (applicable to the Borrower and
                          its subsidiaries) customarily found in
                            credit agreements for similar financings
                             and others appropriate in the judgment of
                   the Lenders for the transaction
                           contemplated hereby, equivalent, to the
                          extent determined to be appropriate by
                          the Lenders, to those set forth in the
           Senior Credit Facility.

EVENTS OF DEFAULT:                Those customarily found in credit             
                         agreements for similar financings and
                             others appropriate in the judgment of the
                             Lenders for the transactions contemplated
                     hereby, equivalent, to the extent
                       determined to be appropriate by the
                             Lenders, to those set forth in the Senior
    Credit Facility.

EXPENSES:                         The Borrower shall pay all out-of-pocket      
                    expenses incurred by the Lenders
                       (including the fees and expenses of
                   counsel) in connection with the
                           execution, delivery, administration and
                          enforcement of the loan documentation.

CLOSING:                          Not earlier than the entry of a final         
                order confirming the Plan of
                         Reorganization and not later than the
                 effective date of the Plan of
   Reorganization.

COUNSEL TO THE LENDERS:           Schulte Roth & Zabel LLP                      

GOVERNING LAW:                    New York.                                     

ASSIGNMENT AND PARTICIPATION:     Each Lender may assign, or grant              
                           participation contracts in, any and all
                             of its rights and obligations without the
               consent of Reorganized ICG.

                                                           SCHEDULE 1.63

SCHEDULE OF NON-DEBTOR SUBSIDIARIES     

1.   ICG Telecom Canada, Inc. (Federal Canadian)                                

2.   Zycom Corporation (Alberta, Canada)                                        

3.   Zycom Corporation (Texas)                                                  

4.   Zycom Network Services, Inc. (Texas)                                       

                                                      SCHEDULE 1.106

SCHEDULE OF SUBSIDIARY DEBTORS    

1.       ICG Communications, Inc.                             
2.       ICG Services, Inc.                                   
3.       ICG Equipment, Inc.                                  
4.       ICG NetAhead, Inc.                                   
5.       ICG Mountain View, Inc.                              
6.       ICG Canadian Acquisition, Inc.                       
7.       ICG Holdings (Canada) Co.                            
8.       ICG Holdings, Inc.                                   
9.       ICG Telecom Group, Inc.                              
10.      NikoNet, LLC                                         
11.      ICG Ohio LINX, Inc.                                  
12.      ICG Enhanced Services, Inc.                          
13.      Communications Buying Group, Inc.                    
14.      ICG Telecom Group of Virginia, Inc.                  
15.      ICG DataChoice Network Services, L.L.C.              
16.      PTI Harbor Bay, Inc.                                 
17.      Bay Area Teleport, Inc.                              
18.      ICG Access Services - Southeast, Inc.                
19.      Trans American Cable, Inc.                           
20.      ICG Telecom of San Diego, L.P.                       
21.      Western Plains Finance, L.L.C.                       
22.      ICG ChoiceCom Management, LLC                        
23.      ICG ChoiceCom, L.P.                                  
24.      DownNorth, Inc.                                      
25.      ICG Tevis, Inc.                                      
26.      ICG Funding, LLC                                     

                                                      SCHEDULE 5.9

SCHEDULE OF CAUSES OF ACTION    
TO BE RETAINED BY REORGANIZED ICG     

The following is a non-exhaustive list of claims or causes of 
actions that the Debtors hold or may hold either in pending or potential        
litigation. The Debtors reserve their right to modify this list to add or       
delete parties or causes of action, but disclaim any obligation to do so.       
In addition to the possible causes of action and claims listed below, the       
Debtors have or may have causes of action, claims, or rights against            
contractors, subcontractors, suppliers and others with whom they formerly       
dealt in the ordinary course of their businesses (the "Ordinary Course          
Claims"). The Debtors and Reorganized ICG reserve their right to enforce,       
sue on, settle or compromise (or decline to do any of the foregoing) the        
Ordinary Course Claims, as well as the claims and causes of action listed       
below, and all other claims and causes of action. The Debtors and               
Reorganized ICG also have or may have, and are retaining, various claims or     
causes of action arising under or pursuant to their insurance policies, and     
all rights arising under, relating to, or in connection with such policies      
are expressly reserved and retained.                                            

Pending and Potential Litigations                                               

 All claims, counterclaims, rights or causes of action, suits or
judgments that the Debtors have or may have in the following litigations:       

1.       John D. Field. Mr. Field failed to repay a promissory note made in     
  favor of ICG in the principal amount of $200,000. ICG obtained a
judgment against Mr. Field in the amount of $275,418.94, which
  included fees and costs. ICG is currently pursuing collection on
the judgment.                                                 

2.       Harrison Grading, Inc. Harrison Grading severed ICG's fiber optic      
cable after failing to have subsurface installations marked   
    causing damage in the amount of $75,678. Litigation has been filed
  in the Alameda California Superior Court (Case No. 84.843280-1).

3.       OneNet International Communications, Inc. OneNet, a subtenant in       
 ICG's office space failed to pay rent to ICG in the approximate
amount of $60,000. Litigation has been filed in the Court of  
Common Pleas, Cuyahoga County, Ohio (Case No. 3967001).       

4.       Southwestern Bell Communications (SBC). SBC is the parent company      
for three of the regional Incumbent Local Exchange Carriers   
(ILECs), namely, Ameritech, Pacific Bell and Southwestern Bell
Telephone. SBC owes ICG approximately $26.6 million in unpaid 
reciprocal compensation. SBC is obligated to pay reciprocal   
compensation to ICG as a result of a voluntary settlement     
    agreement entered into in June, 2000. The parties are currently in
negotiations regarding disputes that SBC claims represents the
unpaid amount. In the event negotiations fail, litigation may 
become necessary.                                             

5.       BellSouth. Bell South is the ILEC that serves the southeastern         
  United States. Bell South owes ICG approximately $6.4 million in
unpaid reciprocal compensation. ICG has tendered a settlement 
offer to SBC and is awaiting a response from BellSouth. In the
event negotiations fail, litigation may become necessary.     

6,       Cincinnati Bell Telephone (CBT). CBT owes ICG approximately $8.7       
  million in unpaid reciprocal compensation. The parties, however,
  have reached a tentative agreement to settle the past due amount
  for a $2.2million cash payment by CBT which both parties believe
 adequately resolves previous disputes. In the event the parties
are unable to finalize the settlement, litigation may become  
necessary.                                                    

7.       Verizon. Verizon was created by the consolidation of Bell Atlantic     
and GTE telecommunications companies. Verizon owes ICG        
   approximately $6.5 million in unpaid reciprocal compensation. The
    parties are currently involved in negotiations to resolve the past
   due amount. In the event negotiations fail, litigation may become
necessary.                                                    

8.       Qwest. Qwest owes ICG approximately $4.1 million in unpaid             
   reciprocal compensation. The parties are currently in discussions
to resolve their competing legal positions as to whether Qwest
   owes ICG reciprocal compensation. In the event negotiations fail,
litigation may become necessary.                              

9.       Genuity Solutions, Inc. ICG is preparing to file suit against          
 Genuity Solutions, Inc. and its affiliate Genuity Networks Inc.
The lawsuit will contend that Genuity breached the contracts  
signed in June 2001 and September 2000. The contracts required
  Genuity to purchase 150,000 IRAS ports for a five year term that
    would have provided ICG will revenue of approximately $50 million.

9.       Bad Debt Claims. ICG has numerous potential claims against             
customers who are behind or who have failed to make payment as
  required by contract. ICG is pursuing collection with respect to
these accounts and may be forced to file suit against some of 
these customers. Additionally, many of ICG's past or present  
    customers have filed for bankruptcy protection and ICG is pursuing
claims against these customers through the bankruptcy process.

10.      All claims, causes or rights of action, suits, or proceedings,         
whether in law or in equity, whether known or unknown, arising
    under sections 544, 545, 547, 548, and 553 of the Bankruptcy Code.

                                                         SCHEDULE 5.13

SETTLEMENT AGREEMENT    

  This Settlement Agreement ("Agreement") is made and entered into
as of this ___ day of _______, 2002 by and between ICG Communications,          
Inc., by and on behalf of it and its subsidiaries and affiliates who are        
debtors in the Bankruptcy Proceedings (as defined below) (collectively, the     
"ICG Entities" or "ICG") and Lucent Technologies Inc. ("Lucent") with           
reference to the following (as used throughout this Agreement, the term         
"Parties" refers to ICG and Lucent and the term "Party" refers to anyone of     
the same);                                                                      

    A. WHEREAS, ICG Telecom Group Inc. and Lucent entered into General
Agreement Number LNS960730 CRICG, as the same has been amended by               
subsequent amendments and addenda (collectively the "General Agreement")        
pursuant to which Lucent agreed to sell (and license, as applicable) and        
ICG agreed to purchase (and license, as applicable) certain                     
telecommunications Products, Services and Licensed Materials (all as            
defined in the Agreement);                                                      

 B. WHEREAS, on November 14, 2000 (the "Petition Date"), the ICG
Entities filed voluntary petitions for relief under Chapter 11 of the           
United States Bankruptcy Code (the "Bankruptcy Proceedings") in the United      
States Bankruptcy Court for the District of Delaware (the "Bankruptcy           
Court");                                                                        

C. WHEREAS, Lucent filed proofs of claim in the Bankruptcy    
Proceedings asserting an unsecured claim in the amount of $84,376,701.00        
(the "Claim");                                                                  

   D. WHEREAS, disputes exist between Lucent and ICG regarding title
to certain of the Products delivered to ICG pursuant to the General             
Agreement, and obligations with respect to Services;                            

   E. WHEREAS, Lucent contends that ICG may not use certain Licensed
Materials which have been delivered to ICG unless Lucent consents to the        
continued use of the Licensed Materials under the applicable licenses           
pursuant to which the Licensed Materials are used, and whereas ICG disputes     
this contention; and                                                            

F. WHEREAS, the Parties desire to resolve and settle their    
differences concerning the Claims, the Licensed Materials and other issues      
between them;                                                                   

 NOW, THEREFORE, in consideration of the following mutual terms,
covenants and conditions, the Parties, and each of them, do hereby agree as     
follows:                                                                        

  1. On the effective date (the "Effective Date") of ICG's plan of
reorganization (the "Plan"), pursuant to the Plan, ICG shall return to          
Lucent, free and clear of any and all liens, nine 5ESS switches and all         
associated Licensed Materials, software, equipment, components and accesso      
ries (collectively the "Switches") originally delivered to the following        
locations (the "Switch Sites"). Lucent shall be authorized to either remove     
the Switches with full cooperation by ICG (at Lucent's expense), or retain      
the Switches where presently located, at Lucent's sole discretion:              

Buffalo, New York             
Harrison, New Jersey          
Hartford, Connecticut         
Indianapolis, Indiana         
Memphis, Tennessee            
Orlando, Florida              
Philadelphia, Pennsylvania    
Phoenix, Arizona              
Portland, Oregon              

 2. On or before March 1, 2002, or such other mutually agreeable
date, Lucent will advise ICG which, if any, executory contracts (the            
"Executory Contracts") related to the Switch Sites Lucent desires ICG to        
assume and assign to Lucent. Lucent shall be responsible for any cure costs     
associated with the assumption and assignment of the Executory Contracts.       
The Executory Contracts shall be assumed and assigned to Lucent pursuant to     
the Plan, effective as of the Effective Date. Lucent shall provide              
reasonable cooperation to ICG in connection with ICG's efforts to assume        
and assign the Executory Contracts.                                             

   3. On the Effective Date, ICG will deliver to Lucent a promissory
note in the principal amount of $9,000,000 payable in 36 consecutive equal      
monthly installments bearing interest at the rate of 7% per annum,              
compounded quarterly (the "Note").                                              

 4. Lucent shall receive $2,000,000 cash (the "Cash Payment") on
the Effective Date.                                                             

   5. Under the Plan, Lucent's Claim shall be deemed allowed against
ICG Equipment, Inc. in the amount of $68,388,547.00.                            

   6. On the Effective Date, Lucent shall be deemed to have released
any claim for payment of any right-to-use fees in connection with Licensed      
Materials delivered by Lucent to ICG prior to the Petition Date and Lucent      
shall be deemed to consent to the assumption of the licenses pursuant to        
which ICG utilizes the Licensed Materials.                                      

7. The General Agreement between Lucent and ICG will be deemed
terminated. Lucent and ICG shall enter into a new mutually acceptable           
agreement providing for (a) ongoing rights and obligations with respect to      
the Licensed Materials, and (b) ongoing service and maintenance for             
equipment purchased from Lucent that remains owned by ICG.                      

 8. Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of the Parties and their respective agents,            
employees, heirs, successors, assigns, administrators, insurers,                
reinsurers, trustees, executors, receivers and legal representatives,           
whether a signatory hereto or not.                                              

   9. Waiver, Modification and Amendment. No provision hereof may be
waived unless in writing and signed by the Party whose rights are thereby       
waived. Waiver of any one provision herein shall not be deemed to be a          
waiver of any other provision herein (whether similar or not), nor shall        
such waiver constitute a continuing waiver unless otherwise expressly so        
provided. This Agreement may not be amended except for an instrument in         
writing signed on behalf of the Parties hereto.                                 

10. Governing Law. This Agreement shall be governed by and    
construed in accordance with the laws and rules applicable in the               
Bankruptcy Court for the District of Delaware. Where substantive law other      
than the Bankruptcy Code controls, this Agreement shall be governed by the      
laws of the State of New Jersey, other than its conflict of law rules.          

   11. Severability. In the event that any term or provision of this
Agreement contradicts any term or provision of any other document,              
instrument or agreement between the Parties, the terms of this Agreement        
shall control. If any provision of this Agreement shall be invalid, illegal     
or otherwise unenforceable, such provision shall be severable from all          
other provisions of this Agreement, and the validity, legality and              
enforceability of the remaining provisions of this Agreement shall not be       
adversely affected or impaired, and shall thereby remain in full force and      
effect.                                                                         

   12. As a condition to the effectiveness of this Agreement, Lucent
shall either (a) obtain and deliver to ICG the written consent of Anixter       
to this Agreement or (b) indemnify ICG for any claim related to this            
Agreement or its subject matter brought by Anixter.                             

    13. Lucent hereby covenants that it shall support the Plan so long
as it embodies this Settlement Agreement.                                       

14. Conditions to Effectiveness. This Agreement shall become  
binding on the Effective Date.                                                  

  15. Entire Agreement. It is expressly understood and agreed that
this Agreement constitutes the entire understanding and agreement between       
the Parties hereto, and supersedes and replaces all prior negotiations,         
agreements or understandings between the Parties, whether written or oral,      
relating to the subject matter hereof. This Agreement may not be modified       
by the Parties except in writing signed by both Parties. Each of the            
Parties acknowledges and represents that no other Party or agent or             
attorney of any other Party has made a promise, representation, or warranty     
whatsoever, express or implied, not contained herein concerning the subject     
matter of this Agreement. Each Party acknowledges and represents that it        
has not executed this Agreement in reliance upon any promise,                   
representation or warranty whatsoever not expressly set forth in this           
Agreement.                                                                      

   16. Representations of Authority. Subject to the effectiveness of
the Plan with respect to ICG, the persons signing below each represent and      
warrant that they have the authority to enter into this Agreement on behalf     
of the Party on whose behalf they so sign.                                      

17. Rights and Remedies Cumulative. The rights and remedies   
provided for in this Agreement or by law shall, to the extent permitted by      
law, be cumulative.                                                             

18. Counterparts. This Agreement may be signed in multiple    
counterpart copies, each of which shall constitute an original, with the        
same force and effect as if each of the Parties hereto has signed a single      
instrument.                                                                     

19. Retention of Jurisdiction. The Bankruptcy Court retains   
jurisdiction to enforce, implement and interpret the terms and provisions       
of this Agreement, and the parties consent to such jurisdiction.                

IN WITNESS THEREOF, the undersigned Parties have executed this
Agreement effective as of the date first set forth above. Lucent                
Technologies Inc.                                                               

                                     By: _____________________________

                                       ICG Communications, Inc., by and on
                              behalf of the ICG Entities

                                     By: _____________________________

                                                     Schedule 5.14

SETTLEMENT AGREEMENT    

  This Settlement Agreement ("Agreement") is made and entered into
as of this ___ day of ___________, 2002, by and between ICG Communications,     
Inc., by and on behalf of it and its subsidiaries and affiliates who are        
debtors in the Bankruptcy Proceedings (as defined below) (collectively, the     
"ICG Entities" or "ICG") and Cisco Systems, Inc., and Cisco Systems Capital     
Corporation (collectively, "Cisco") with reference to the following (as         
used throughout this Agreement, the term "Parties" refers to ICG and Cisco      
and the term "Party" refers to any one of the same):                            

A. WHEREAS, prior to the commencement of the Bankruptcy       
Proceedings, ICG Equipment, Inc., and ICG NetAhead, Inc. (collectively,         
"ICG Equipment"), and Cisco entered into various agreements, including a        
Master Lease Agreement and related Equipment Schedules, pursuant to which       
ICG Equipment leased equipment (the "Equipment") from Cisco (together with      
all schedules attached thereto, the "Lease Agreements"), and nonexclusive,      
nontransferable agreements pursuant to which Cisco licensed certain             
software and related rights to ICG (the "Licenses");                            

 B. WHEREAS, on November 14, 2000 (the "Petition Date"), the ICG
Entities filed voluntary petitions for relief under Chapter 11 of the           
United States Bankruptcy Code (the "Bankruptcy Proceedings") in the United      
States Bankruptcy Court for the District of Delaware (the "Bankruptcy           
Court");                                                                        

    C. WHEREAS, Cisco has asserted secured and unsecured claims in the
Bankruptcy Proceedings exceeding in the aggregate $200 million (the             
"Claims");                                                                      

  D. WHEREAS, disputes exist between Cisco and ICG regarding title
and interests with respect to certain of the Equipment, the validity of         
liens asserted against the Equipment by Cisco, and rights with respect to       
the Licenses; and                                                               

F. WHEREAS, the Parties desire to resolve and settle their    
differences concerning the Claims, the Equipment, the Licenses and other        
issues between them;                                                            

 NOW, THEREFORE, in consideration of the following mutual terms,
covenants and conditions, the Parties, and each of them, do hereby agree as     
follows:                                                                        

  1. On the effective date (the "Effective Date") of ICG's plan of
reorganization (the "Plan"), pursuant to the Plan, ICG shall not contest        
Cisco's ownership of the Equipment located in Cisco-controlled warehouses,      
including without limitation the warehouse located at 4455 Reynolds Drive,      
Hilliard, Ohio ("Ohio Warehouse"). Commencing immediately on the Parties'       
execution of this Agreement, and continuing thereafter, any new equipment       
deliveries by Cisco to ICG, whether emanating from the Ohio Warehouse or        
otherwise, shall be upon such terms as mutually agreed upon by the Parties.     

2. On the Effective Date, all Lease Agreements shall be deemed
terminated, and ICG shall retain clear title to all of the Equipment it         
possesses, including equipment previously received from the Ohio Warehouse      
("Transferred Equipment"). ICG shall pay, hereby indemnifies Cisco against,     
and shall hold Cisco harmless from, any property or use tax or taxes on the     
Transferred Equipment ("Property Tax") already assessed, or to be assessed,     
with respect to any period of time beginning on or after the date on which      
Cisco tendered delivery of such Transferred Equipment ("Transfer Date").        
If a Property Tax has been, or is ever, assessed with respect to any period     
of time that begins before and ends on or after the Transfer Date, ICG          
shall pay, hereby indemnifies Cisco against, and shall hold Cisco harmless      
from, such Property Tax to the extent such period elapses on or after the       
Transfer Date.                                                                  

  3. As of the Effective Date, Cisco consents to assumption of the
Licenses, pursuant to 11 U.S.C. ss. 365, by ICG Equipment. ICG and Cisco        
each acknowledge that they are bound by all terms and conditions of the         
Licenses, including that (a) such Licenses are nonexclusive, nonassignable,     
and nontransferable, (b) such Licenses are valid only upon ICG's                
satisfaction of the terms and conditions thereof, and (c) upon full payment     
of the Note and Cash Payment, as defined below, pursuant to the terms of        
the Licenses, ICG shall retain a non-transferable, perpetual (so long as        
ICG is not in breach), royalty-free license with respect to existing            
equipment owned by ICG as of the Effective Date and the software                
configuration maintained by ICG as of the Effective Date.                       

   4. On the Effective Date, ICG Equipment will deliver to Cisco, in
partial payment for the Licenses, an unsecured promissory note in the form      
attached hereto as Exhibit A, in the principal amount of $5.75 million,         
payable fifty percent (50%) on the first anniversary of the Effective Date      
and fifty percent (50%) on the second anniversary of the Effective Date,        
plus interest accrued at the rate of ten percent (10%) per annum (the           
"Note"). Pursuant to the Licenses, in accordance with the terms of the          
Lease Agreements, the Licenses shall be immediately termina ble by Cisco        
upon ICG's failure to provide the Cash Payment (as defined below) or comply     
with the terms of the Note.                                                     

  5. On the Effective Date, ICG shall pay to Cisco $4.9 million in
cash (the "Cash Payment") in partial payment for the Licenses. Upon Cisco's     
receipt of the Cash Payment and ICG's full performance of its obligations       
under the Note, Cisco shall be deemed to have received full payment for the     
Licenses.                                                                       

  6. Under the Plan, Cisco shall have an allowed general unsecured
claim against ICG Equipment of $170 million. Upon entry of an order             
approving this Agreement and allowing Cisco's claim as discussed in the         
preceding sentence, Cisco shall be deemed to have withdrawn any proof of        
claim filed in the Bankruptcy Proceedings.                                      

7. Releases.                                                  

   (a) On the Effective Date, except as provided in paragraphs 4 and
5 of this Agreement, the Note, and those agreements now or hereafter in         
effect between the Parties and continuing after the Effective Date (the         
"Continuing Agreements"), Cisco shall be deemed to have released and            
forever discharged ICG from any and all claims (including any other claim       
for payment in connection with the Licenses, and any other claim for            
payment in connection with prepetition obligations), damages, demands,          
debts, attorneys' fees, loss of services, costs, expenses, compensation,        
rights of action and causes of action, covenants, contracts, controversies,     
agreements, promises, sums of money, accounts, bills, reckonings, and suits     
of any kind or nature, whether in tort, contract or equity, and any and all     
other claims, counterclaims, defenses, rights of set-off, demands and           
obligations of whatsoever kind, nature, or description, known or unknown        
which Cisco may have as of the Effective Date against ICG (or any of its        
related entities) arising out of or relating to the Equipment, Lease            
Agreements, Licenses, software, or business relationship (collectively,         
"Cisco Released Claims"). Cisco represents that it has not assigned or          
transferred any Cisco Released Claims.                                          

    (b) On the Effective Date, except as provided in para graphs 4 and
5 of this Agreement, the Note, and the Continuing Agreements, ICG shall be      
deemed to have released and forever discharged Cisco from any and all           
claims (including any claim for payment in connection with prepetition          
obligations), damages, demands, debts, attorneys' fees, loss of services,       
costs, expenses, compensation, rights of action and causes of action,           
covenants, contracts, controversies, agreements, promises, sums of money,       
accounts, bills, reckonings, and suits of any kind or nature, whether in        
tort, contract or equity, and any and all other claims, counterclaims,          
defenses, rights of set-off, demands and obligations of whatsoever kind,        
nature, or description, known or unknown which ICG may have as of the           
Effective Date against Cisco Systems, Inc. or Cisco Systems Capital             
Corporation arising out of or relating to the Equipment, Lease Agreements,      
Licenses, software, or business relationship (collectively, "ICG Released       
Claims"). ICG represents that it has not assigned or transferred any ICG        
Released Claims.                                                                

 (c) ICG and Cisco hereby acknowledge that it is their intention
that, upon execution by all parties, this Agreement shall be effective as a     
full and final accord and satisfaction and settlement of, and as a barrier      
to each and every Cisco Released Claim and ICG Released Claim,                  
respectively, heretofore referred to and released, which ICG and Cisco          
respectively have or have had against ICG or Cisco or their releasees,          
respectively. In connection with such waiver and relinquishment, the            
Parties acknowledge that they are aware that they or their attorneys may        
hereafter discover facts different from the facts which they know or            
believe to be true with respect to the subject matter of this Agreement,        
but that it is their intention hereby to fully, finally, absolutely, and        
forever settle any and all claims, disputes and differences which do now        
exist, may exist, or heretofore have existed between them (except as set        
forth in paragraph 7(d)), and that in the furtherance of such intention         
the general releases herein given by the Parties shall be and shall remain      
in effect as a full and complete general release notwithstanding the            
discovery of any such different or additional facts. Therefore, the parties     
acknowledge that they each have been informed by their attorneys and            
advisors of (and that they are familiar with) Section 1542 of the Civil         
Code of the State of California, or other law of similar import in other        
jurisdictions, to the full extent that they may lawfully waive all rights       
and benefits pertaining to the subject matters of this Agreement.               

(d) Subparagraphs 7(a), (b) and (c) do not apply to: (i) any  
claims or rights for enforcement of the terms of this Agreement, the Note,      
the Continuing Agreements or (ii) the Parties' obligations pursuant to the      
terms of this Agreement, the Note or the Continuing Agreements.                 

  8. On, or as soon as practicable after the Effective Date, Cisco
shall withdraw and/or release all UCC financing statements it filed in          
connection with the Lease Agreements and/or Licenses.                           

 9. Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of the Parties and their respective agents,            
employees, heirs, successors, assigns, administrators, insurers,                
reinsurers, trustees, executors, receivers and legal representatives,           
whether a signatory hereto or not.                                              

    10. Waiver, Modification and Amendment. No provision hereof may be
waived unless in writing and signed by the Party whose rights are thereby       
waived. Waiver of any one provision herein shall not be deemed to be a          
waiver of any other provision herein (whether similar or not), nor shall        
such waiver constitute a continuing waiver unless otherwise expressly so        
provided. This Agreement may not be amended except for an instrument in         
writing signed on behalf of the Parties hereto.                                 

11. Governing Law. This Agreement shall be governed by and    
construed in accordance with the laws and rules applicable in the               
Bankruptcy Court for the District of Delaware. Where substantive law other      
than the Bankruptcy Code controls, this Agreement shall be governed by the      
laws of the State of California, other than its conflict of law rules.          

   12. Severability. In the event that any term or provision of this
Agreement contradicts any term or provision of any other document,              
instrument or agreement between the Parties, the terms of this Agreement        
shall control. If any provision of this Agreement shall be invalid, illegal     
or otherwise unenforceable, such provision shall be severable from all          
other provisions of this Agreement, and the validity, legality and              
enforceability of the remaining provisions of this Agreement shall not be       
adversely affected or impaired, and shall thereby remain in full force and      
effect.                                                                         

   13. Cisco hereby covenants that it shall support the Plan so long
as it embodies this Settlement Agreement. The Parties shall, to the             
greatest extent practicable, pursue approval of the terms of this Agreement     
through the Plan.                                                               

14. Conditions to Effectiveness. This Agreement shall become  
binding on the Effective Date.                                                  

  15. Entire Agreement. It is expressly understood and agreed that
this Agreement constitutes the entire understanding and agreement between       
the Parties hereto, and supersedes and replaces all prior negotiations,         
agreements or understandings between the Parties, whether written or oral,      
relating to the subject matter hereof. This Agreement may not be modified       
by the Parties except in writing signed by both Parties. Each of the            
Parties acknowledges and represents that no other Party or agent or             
attorney of any other Party has made a promise, representation, or              
warranty whatsoever, express or implied, not contained herein concerning        
the subject matter of this Agreement. Each Party acknowledges and               
represents that it has not executed this Agreement in reliance upon any         
promise, representation or warranty whatsoever not expressly set forth in       
this Agreement.                                                                 

   16. Representations of Authority. Subject to the effectiveness of
the Plan with respect to ICG, the persons signing below each represent and      
warrant that they have the authority to enter into this Agreement on behalf     
of the Party on whose behalf they so sign.                                      

17. Rights and Remedies Cumulative. The rights and remedies   
provided for in this Agreement or by law shall, to the extent permitted by      
law, be cumulative.                                                             

18. Counterparts. This Agreement may be signed in multiple    
counterpart copies, each of which shall constitute an original, with the        
same force and effect as if each of the Parties hereto has signed a single      
instrument.                                                                     

19. Retention of Jurisdiction. The Bankruptcy Court retains   
jurisdiction to enforce, implement and interpret the terms and provisions       
of this Agreement, and the parties consent to such jurisdiction. The            
Parties agree that an action relating to such enforcement, implementation       
or interpretation of this Agreement constitutes a core proceeding pursuant      
to 28 U.S.C. ss. 1334 and waive any right to a jury trial thereon.              

                    10

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IN WITNESS THEREOF, the undersigned Parties have executed this
Agreement effective as of the date first set forth above.                       

                           Cisco Systems, Inc.

                                    By:_________________________
                                    David A. Holland
                                             Vice-President, Treasurer

                                         Cisco Systems Capital Corporation

                                     By:__________________________
                                 David A.Rogan
                             President

                                           ICG Communications, Inc., by and on
                                  behalf of the ICG Entities

                                    By:_________________________
                          Name
                               Title

                                                      SCHEDULE 7.1

NON-EXCLUSIVE SCHEDULE OF     
CONTRACTS TO BE ASSUMED     

                                                        [Enlarge/Download Table]

ICG Communications, Inc.                                                                                                            
Listing of Executory Contracts and Unexpired Leases                                                                                 
To be Assumed                                                                                                                       
----------------------------------------------------------------------------------------------------------------------------------- 
                    Non-Debtor Party to Lease/Contract                                                                              
----------------------------------------------------------------------------------------------------------------------------------- 
                                                                                                                  Address           
----------------------------------------------------------------------------------------------------------------------------------- 
Name                                                                            Street                                              
----------------------------------------------------------------------------------------------------------------------------------- 

                                                                                                                                    
10 Parkway Plaza Associates                                                     Two First Union Centre                              
                                                                                301 South Tryon ST: STE 1910                        
1000 Atlantic Avenue/Aegis Corporate Services                                   101 Linden Street                                   
1001 Euclid Associates Company, Ltd                                             1015 Euclid Ave, 6th Floor                          
1001 Euclid Associates Company, Ltd                                             1015 Euclid Ave, 6th Floor                          
1052 West Peachtree, LLC                                                        3101 Towercreek Parkway, Suite 700                  
111 Dayton Association LTD                                                      111 West First Street                               
11601 Wilshire Associates                                                       11601 Wilshire                                      
1200 Wilshire Building, Ltd                                                     1200 Wilshire Blvd.                                 
12039 W. Alameda Parkway                                                        AmCap/Denver Limited Partnership c/o AmCap          
                                                                                  Properties, Inc                                   
                                                                                201 Steele Street, Suite 201                        
129 W. Trade Street, L.L.C.                                                     129 W. Trade St., Suite 1510                        
130 West Second Ltd.                                                            130 West Second Street, Suite 628                   
1331 17th Inc                                                                   865 South Dixie Dr.                                 
1331 17th Street, Inc.                                                          1331 17th Street, Ste 511                           
1340 Old Bayshore Associates                                                    1338 Bayshore Highway                               
13857 Hawthorne Blvd. Land Trust                                                13857 Hawthorne Boulevard                           
161 Inverness Drive West                                                                                                            
1655 Walnut Street, LLC                                                         c/o Gibbons-White, Inc. 2305 Canyon Blvd, Suite 200 
1700 I Street Associates                                                        660 Commerce Dr., Suite A                           
17Th Street Plaza Realty Holding                                                Seventeenth Street Plaza P.O. Box 99713             
1800 NE Loop                                                                    1800 NE Loop, Suite 410                             
1903 S. Broadway Company                                                        c/o Hamilton Real Estate, Inc                       
                                                                                400 South Broadway, Suite 100                       
1940 Blake St, Ste 301                                                                                                              
200 North Third Ave                                                             P.O. Box 1394                                       
2060 Broadway                                                                   Suite 250                                           
2100 West Loop South                                                            Suite 1200                                          
2221 Bijou Limited Liability Company c/o Fieldhill Properties                   P.O. Box 158                                        
2450 South Trust Tower                                                                                                              
280 Associates, L.L.C.                                                          Common Use Agreement                                
30 P-Park, LLC                                                                  P.O. Box 720593                                     
300 Market Street Partnership                                                   300 Market Street                                   
3000 Pearl Street Boulder                                                       3000 Pearl Street                                   
3222 Winona Bldg., LLP                                                          1072 Town and Country Rd.                           
3310 West End, LLC                                                              P.O. Box 640754                                     
3411 Investments                                                                3411 Office Park Drive                              
3825 Newport Street                                                             2500 Cessna Drive                                   
3875 Wilshire Company                                                           3875 Wilshire Blvd                                  
3rd St. LTD                                                                     5777 Central                                        
410 Seventeenth Street Corp                                                     410 17th Street, Suite 580                          
519 Carolina                                                                    519 Carolina                                        
55 Almaden Bouelvard Partners                                                   c/o Wolf Sesnon Buttery, Acct# 100036               
                                                                                11828 La Grange Ave., Ste 200                       
5901A Peachtree-Dunwoody Road C/O Palisades One                                 5901-B Peachtree Dunwoody Road Suite 555            
5th Avenue Professional Center                                                  c/o Quatro Property Management 1770 4th Street      
6060 Partnership                                                                4875 Pearl East Cr., #300                           
6310 Fairview Road                                                              6310 Fairview Road                                  
6401 Morrison Boulevard                                                         6401 Morrison Boulevard                             
641 Mission Street Partners                                                     116 Mission Street                                  
65 Public Square Associates                                                     One South Main Street                               
700 Prospect Corporation                                                        700 Prospect Ave                                    
707 L.L.C. or 2850 L.L.C.                                                       Bigger Rd. & I-675 North (Carriage Trace Condos)    
717 S Wells, LLC                                                                111 East Wacker Drive, Suite 1220                   
75 Broad LLC                                                                    P.O. Box 828613                                     
770 L Street Investment Group, Inc.                                             c/o Jones Lang LaSalle Americas, Inc.               
                                                                                770 L Street, #1040                                 
8670 Property Partners LTD                                                      8670 Wilshire Blvd.                                 
888 Craycroft Properties                                                        7070 N. Oracle Rd., Suite 208                       
910 Associates, Inc.                                                            The University Building 910 16th Street, Suite 500  
9100 San Pedro Avenue                                                           9100 San Pedro Avenue                               
9174 S. Jamaica                                                                 Vyvx, Inc. 111 East 1st Street                      
96 Inverness LP                                                                 96 Inverness Drive East Business Park               
9620 Chesapeake Building                                                        225 Stevens Ave., Ste 201                           
                                                                                c/o Ashcraft Investment Co                          
Academy Travel Network                                                                                                              
Accelerated Bureau of Collections Inc                                           5295 DTC Parkway                                    
Access Developer                                                                6150 Lusk Blvd                                      
Access Developer                                                                6150 Lusk Blvd                                      
Access Transmission Services                                                    2270 LAKESIDE BOULEVARD 41103/882                   
ACF Plaza                                                                       3325 Wilshire Blvd., Suite 1305                     
ACF Properties                                                                  1675 Larimer, #440                                  
ACI                                                                             P.O. Box 6269                                       
Action Instruments                                                              8601 Aero Drive                                     
Action Investments                                                              8601 Aero Drive                                     
Actors Theatre of Louisville, Inc.                                              316 West Main Street                                
Actors Theatre of Louisville, Inc.                                              316 West Main Street                                
Adaptec                                                                         1951 South Fordham Street                           
ADC SAVILLE                                                                                                                         
Adkisson Vibeke                                                                 2095 W Hampden Ave                                  
Adler Office Associates, Ltd.                                                   7925 N.W. 12th Street, Suite 118                    
ADS Switch Partners, LLC                                                        c/o Colliers International                          
                                                                                1610 Arden Way, Suite 242                           
ADT Security Systems, Inc.                                                      14201 East Public Market Drive                      
Advanced Property Management & Leasing                                          1021 West Bastanchury Road, Suite 171               
Adventure Unlimited                                                             5201 South Quebec Street                            
AEP COMMUNICATIONS LLC                                                          ONE RIVERSIDE PLAZA                                 
AEP Communications, LLC                                                         One Riverside Plaza                                 
Aero Industrial                                                                 P.O. Box 12010 Ref Code #010AI-D117                 
Aero Park Associates                                                            c/o Foster Management Company 8401 Aero Drive #2    
Aetna  Life Insurance Co.                                                       Reliance Development Grp. 1670 Broadway, #3325      
Aetna Life Insurance                                                            1670 Broadway, Suite 2560 Unit Ref# 1670-ICG-CU     
Aetna Life Insurance Co.                                                        6101 Carnegie Blvd.                                 
Affiliated Medical Practices                                                    777 N. High Street                                  
Affordable Travel                                                               5407-B Clay Avenue                                  
Aggreko, Inc.                                                                   4820 Forest St., Unit B                             
AGT International Inc.  BDSI Inc D/B/A Beechwood                                700 Ackerman Rd.                                    
AIG Life Insurance Co                                                           1225 17th Street, Ste 1690                          
Alameda Credit Union                                                            2413 Webb Avenue                                    
Alameda Real Estate Investments                                                 1150 Marina Village Pkwy., # 100                    
Alamo Management                                                                3201 Cherry Ridge, #210                             
Alexander Street Investors, LLC                                                 c/o Tuscan Development II, LLC P.O. Box 9477        
All Crane Erection & Rental Inc                                                 16891 Brookpark Rd                                  
All State Management Co                                                         4911 Caroline Drive                                 
ALTA Broadcasting                                                               190 Park Center Plaza, #200                         
AmCap/Denver Limited Partnership                                                1281 E. Main Street                                 
American Baptist Churches of the Pacific Southwest                              970 South Village Oak c/o Mark Anderson & Associates
American Electric Power                                                         215 N. Front Street                                 
American Housekeeping                                                           625 Yuma Ct                                         
American Humane Association                                                     63 Inverness Drive East                             
AMERICAN RECOVERY SERVICE, INC                                                  P.O. Box 261172                                     
AMERICAN TELECONFERENCING SERVICES, INC.                                        2221 EAST BIJOU, SUITE 100                          
America's First Federal Credit Union                                            1200 4th Avenue N                                   
Ameritech / Prism                                                                                                                   
Ameritech Information Industry Srvs                                             The Ohio Bell Telephone Company                     
                                                                                c/o Bankruptcy Collection                           
                                                                                722 N Broadway, 11th Floor                          
Amerivoice Corporation                                                          572 West Marke Street, Suite 6                      
AmSher Collection                                                               1816 3rd Ave                                        
Amstar Denver Ltd.,                                                             1050 Seventeenth Street, Ste 1610                   
Anderson Family Trust                                                           19047 San Jose Ave                                  
Andrew Earl Karsh                                                               1931 Vereda Ct                                      
Andrews-Bloom Investments LP                                                    c/o Liberty Bank P.O. Box 431                       
Anemone Properties Associates, L.P.                                             6300 South Syracuse Way, Suite 110                  
ANS Communications, Inc.                                                        100 MANHATTANVILLE ROAD                             
Anthony J. Kutschera                                                            c/o Feinstein/Kutschera P.O. Box 1867               
Apollo-Pacifica, LLC                                                            4556 Industrial Pkwy.                               
ARAG Group                                                                      400 LOCUST ST, SUITE 480                            
Aragon, Debra                                                                   161 INVERNESS DR. WEST                              
Arapahoe & Revere Business Center LLC                                           1512 Larimer Street                                 
Arapahoe & Revere Business Center LLC                                           1512 Larimer Street                                 
Arden Landmark, L.L.C.                                                          P.O. Box 2303 Department 161                        
Arden Realty Limited Partnership                                                P.O. Box 7636                                       
Arden Realty, Inc.                                                              555 North Lane, Ste 6138                            
Arena Group 2000, LLC                                                           3500 Sports Arena Blvd.                             
Argora Properties, LP                                                           c/o Preidio Commercial Services, L.P.               
                                                                                534 Kansas Avenue, Suite 1105                       
Art Letich Realtors                                                             4535 30th Street                                    
Artesia Data Systems, Inc.                                                      4429 Hamann Pkwy.                                   
Arthur Bros Investment Co                                                       P. O. Box  98                                       
Arts Center Foundation                                                          126 North Main Street                               
Arts Center Foundation                                                          126 North Main Street                               
Arunee & John Pattaphongse                                                      111 East 10th Street                                
Asean Telecom                                                                   17955 SUNRISE DRIVE                                 
Ashford Loop Associates, L.P.                                                   P.O. Box 23229                                      
Ashisk Vibhakar                                                                 C/O Ketan Parekh, 23639 Hawthorne Blvd., Suite 300  
Ashley Weyland                                                                  601 E. Hampden, Suite 590                           
Aspen Properties LP                                                             2951 E La Palma Ave                                 
Assistance League of Huntington Beach                                           8071 Slater Ave                                     
AT&T                                                                            32 AVENUE OF THE AMERICAS                           
AT&T COMMUNICATIONS, INC                                                        32 AVENUE OF THE AMERICAS                           
Atomic Investments, Inc.                                                        3200 B4-2 Highland Avenue                           
Atrium Properties, LLC                                                          12062 Valley View, Suite 125                        
Augustus Properties                                                             215 W. Alameda Avenue                               
Auraria Foundation                                                              Campus Box 00A, P.O. Box 173361                     
Auraria Higher Education Center                                                 Campus Box 00A, P.O. Box 173361                     
AVCO Center Corporation                                                         10850 Wilshire Blvd                                 
Aweida Investment                                                               1644 Conestage St, Ste 7                            
B. Donald Grant                                                                 10573 W. Pico Boulevard, Suite 858                  
Balco Properties                                                                925 Ygnacio Valley Road                             
Bank Building Limited Partnership, NW                                           55 Marietta Street, NW Suite 1555                   
Barber Dairies, Inc.                                                            36 Barber Court                                     
Barber Dairies, Inc.                                                            36 Barber Court                                     
Barber Dairies, Inc.                                                            36 Barber Court                                     
Barber Dairies, Inc.                                                            36 Barber Court                                     
Barber Dairies, Inc.                                                            36 Barber Court                                     
Barber Dairies, Inc.                                                            36 Barber Court                                     
Barclays American Corporation                                                   201 South Tryon Street                              
Barry Avenue Plating Co., Inc.                                                  2210 Barry Avenue                                   
Batavia Investors LLC                                                           26515 Dapple Grey Drive                             
Bath Technology Associates                                                      P.O. Box 3515                                       
Bath Technology Associates                                                      P.O. Box 3515                                       
Bay 511 Corp                                                                    560 Davis Street                                    
Bay 511 Corp                                                                    560 Davis Street                                    
Bay 55 Corporation                                                                                                                  
Bay Area Professional                                                           7101 S. Padre Island Drive                          
BayView Center                                                                  1475 6th Avenue                                     
BCI Properties Company # 44                                                     4101 Stuart Andrews Boulevard                       
BCI Properties Company # 44                                                     4105 Stuart Andrews Boulevard                       
BCI Properties Company # 44                                                     4109 Stuart Andrews Boulevard                       
BCI Properties Company # 44                                                     4201 Stuart Andrews Boulevard                       
BCI Properties Company # 44                                                     4205 Stuart Andrews Boulevard                       
BCI Properties Company # 44                                                     4209 Stuart Andrews Boulevard                       
BCI Properties Company # 44                                                     4215 Stuart Andrews Boulevard                       
BCI Properties Company # 44                                                     4301 Stuart Andrews Blvd                            
BCI Properties Company #44                                                      4321 Stuart Andrews Blvd                            
BCI Property Co. No. 10                                                         1901 Roxborough Road                                
BCI Property Company # 10                                                       6525 Rexford Road                                   
BCI Property Company # 11                                                       2001 Rexford Road                                   
BCI Property Company # 111                                                      4201 Congress Street                                
BCI Property Company # 21                                                       2115 Rexford Road                                   
BCI Property Company # 43                                                       2101 Rexford Road                                   
BDSI d/b/a Beechwood Intercom                                                   100 Walnut Avenue                                   
Beechcroft Building Partnership                                                 5795 Beechcroft Road                                
Beerman Realty Company                                                          11 West Monument Building                           
Belk Brothers Properties Inc.,                                                  2801 West Tyvola Road                               
Bell Atlantic-Virginia Inc.                                                     c/o Bell Atlantic Corporation                       
                                                                                1095 Avenue of the Americas, 40th Floor             
Bell South Interconnection Services                                             600 North 19th Street, 9th Floor                    
BellSouth Telecommunications Inc.                                               600 North 19th Street, 9th Floor                    
BellSouth Telecommunications Inc.                                               3535 Colonnade Parkway, Room E4E1                   
Benjamin Ford                                                                   5010 Market Street                                  
Benjamin Ford                                                                   5010 Market Street                                  
Bernstein Investments                                                                                                               
BetaWest-Scanticon Joint Venture                                                c/o BetaWest Properties, Inc.                       
                                                                                1999 Broadway, Ste 2000                             
Beutler Heating and Air, Inc.                                                   9605 Oates Dr                                       
Beverly Hills Center, LLC                                                       c/o Univision Center 2323 Bryan St, #2020           
Bijou LTD Liability Co.                                                         P.O. Box 158                                        
Birmingham Realty Company                                                       Attn: Accounting Dept. 27 Inverness Center Parkway  
Bitro Telecom                                                                   600 WILSHIRE BLVD, SUITE 1530                       
Bixby Ranch Company                                                             3020 Old Ranch Parkway                              
BJCC Authority                                                                  950 22nd Ave North, Ste 200                         
Blue Cross Blue Shield                                                          2060 East 9th Street                                
Blue Cross of California                                                        21555 Oxnard Street                                 
Bluegrass Office Building                                                       2108 Plantside Drive                                
BMC Properties, LLC                                                             3434 47th Street, Suite 220                         
Bo Gustafson                                                                    2124 El Camino Real, Suite 202                      
Bob Dean/Beliste Building                                                       350 3rd Street, Suite 215                           
Boettcher Bldg LP                                                               c/o O'Connell Management Co Inc 500 Victory Rd      
Bolsa Business Park Management                                                  5151 Oceanus Dr                                     
BOMCM/Village Hillcrest, LP                                                     P.O. Box 51378                                      
BOS Properties                                                                  2655 Camino  Del Rio North, Suite 100               
Boulder and Left Hand Irr Co, The                                                                                                   
BOULEVARD MEDIA, INC.                                                           1905 SHERMAN STREET                                 
Boulos Property Management                                                      October Corporation One Canal Plaza, 5th Floor      
Boyd Enterprises Utah, L.L.C.                                                   1946 E Edinger                                      
Bradbury Family Partnership                                                     P.O. Box 256                                        
Brandywine Operating Partnership, LP                                            P.O. Box 828104                                     
Brannan Partners LP                                                             274 Brannan Street, Suite 603                       
BRE/MAXUS LLC                                                                   717 North Harwood Street, Suite 2780                
Brent Bolken                                                                    c/o Spectrum Property Management                    
                                                                                4275 Executive Square, Suite 100                    
Brewer-Garret Company                                                           6800 Eastlan Road                                   
Brewer-Garret Company                                                           6800 Eastlan Road                                   
Bridgewater Place LLC                                                           c/o Old Kent Bank P.O. Box 2361                     
Bright Properties West                                                          600 W. Broadway, Suite 1540                         
Britannia Hacienda I L.P.                                                       c/o Britannia Management Services Inc.              
                                                                                1939 Harrison Street, Suite 715                     
Brommel Properties c/o Ameriland Realty                                         1038 N Tustin, #600                                 
Brontel-Bearing Bronze Co.,                                                     9314 Elizabeth Avenue                               
Brookwood L.L.C.                                                                2450 South Trust Tower                              
Broomfield Tech Center Corporation                                                                                                  
Bryan Reed Company                                                              209 South 19th Street                               
BRYON SELL, KRISTINE SELL, TYRON SELL & MISTY SELL                              P.O. BOX 2872                                       
Buell W. Stone                                                                  810 Jamacha Road                                    
Burlington Northern                                                             Santa Fe Railway Co. P.O. Box 1738                  
Burns Enterprises, Inc.                                                         100 Inverness Terrace East                          
Busch Properties                                                                1105 Schrock Road                                   
Bushnell Investments, Inc.                                                      1 S. Limestone St., Suite 1000                      
Butler-Johnson Corporation                                                      1480 Nicora Avenue                                  
Byron Sell, Kristine Sell, Tyron Sell & Misty Sell                              P.O. Box 2872                                       
Byron, Kristine, Tyron & Misty Sell                                             P.O. Box 2872                                       
C. K. Southern Associates                                                       301 South College Street                            
C.B. Investments                                                                3601 Treadwell Drive                                
C.S. Municipal Airport                                                          7770 Drennan Road                                   
c/o Anastasi Realtors                                                           1312 Aviation Blvd.,                                
c/o Brookwood Management Company, Inc.                                          1201 South Main Street, Ste 220                     
c/o John Stewart & Company                                                      2310 Mason Street                                   
C3 Comm/Fortuna                                                                 2600 Via Fortuna                                    
C3 Comm/Fortuna                                                                 2600 Via Fortuna                                    
C3 COMMUNICATIONS                                                               2600 VIA FORTUNA, SUITE 500                         
C3 COMMUNICATIONS                                                               2600 VIA FORTUNA, SUITE 500                         
C3 COMMUNICATIONS                                                               2600 VIA FORTUNA, SUITE 500                         
C3 COMMUNICATIONS                                                               2700 VIA FORTUNA                                    
CAC Real Estate                                                                 330 Townsend St                                     
Cahners Publishing                                                              8878 Barrons Boulevard                              
California Institute of Technology                                              1200 East California Blvd Booth 105                 
California Pharmacists Inc                                                      1112 I St                                           
California Workspace                                                            3050 Fite Cir #101                                  
Callidus Software Inc.                                                          160 W Santa Clara St., Suite 1400                   
Cambridge Realty Group, Inc.                                                    314 E. Commerce St.                                 
Camelot Real Estate                                                             1192 35th Ave.                                      
Cameron Harris                                                                  6400 Fairview Road                                  
Cameron M. Harris                                                               6324 Fairview Road                                  
Canal Place Ltd.                                                                520 South Main Street, Suite 2511                   
Canal Place Ltd.                                                                520 South Main Street, Suite 2511                   
Canal Place Ltd.                                                                520 South Main Street, Suite 2511                   
Canyon Investments                                                              2500 Marconi Avenue                                 
Capital & Counties c/o Charles Dunn RE Services                                 800 W. Sixth Street, Ste 600 Lease# t0005569        
Capital Foresight                                                               820 Sixteenth Street, Suite 400                     
Capital View Center Condominium Association                                     1301 South Capital of Texas Hwy                     
CARDINAL MANAGEMENT CORPORATION                                                 6231 LEESBURG PIKE                                  
Carlsbad Commerce Center                                                        c/o SZ Real Estate Management Services              
                                                                                2185 Faraday Avenue                                 
Carmel Country Plaza, LP c/o American Assets Inc                                11455 El Camino Real Ste 200                        
Carriage Services Corporation                                                   500 S.W. 100 th Street                              
Carriage Trace, Inc.                                                            6089 Singletree LN                                  
Carson Industrial Park Associates                                               515 S Flower St                                     
Cascade Plaza Associates, LLC                                                   Cascade Plaza Associates, L.L.C                     
                                                                                Attn: Patty Moutes One Cascade Plaza, 1st Floor     
Cascades Denver Corporation                                                     6300 South Syracuse                                 
Castle Hills Church Northwest                                                   9750 Huebner Road                                   
Catellus Corporation                                                            555 Capitol Mall, Suite 215                         
Catellus Development Corporation                                                304 S Broadway, 4th Floor                           
Catlin Properties, Owner Agent                                                  707 17th St Ste 3120                                
CB Richard Ellis, Inc                                                           Management Office 600 W. Seventh Street             
CBIF VI, No. 1 Co.                                                              c/o CB Commercial Realty Advisors                   
                                                                                535 South Fremont Avenue                            
CBIZ PROPERTY TAX SOLUTIONS, INC.                                               P.O. Box 2798                                       
CC Drs Medical Bldg. Condo Assoc. Inc                                           3301 S. Alameda                                     
CCMI                                                                            PO BOX 98067                                        
CCS Assets Investments (Jendy and Sprague)                                      645 Lockhill-Selma                                  
Center Denver Industrial Associates                                             789 Sherman, Denver, CO                             
Center for Communications Management Information                                11300 Rockville Pike                                
Centoff Realty Company, Inc.                                                    c/o Koger Real Estate Services, Inc.                
                                                                                278 Franklin Rd, Suite 100                          
Centoff Realty Company, Inc.                                                    c/o Koger Real Estate Services, Inc.                
                                                                                278 Franklin Rd, Suite 100                          
Central Bank National Association                                               1515 Arapahoe Street                                
Central Building Associates, LLC                                                c/o Tiarna Real Estate Services, Inc.               
                                                                                436 14th Street, Suite 130                          
Central Colorado Mgmt Owner Representatives                                     617 N 17th St Ste 201                               
Central Power & Light Company                                                   P.O. Box 24404 Att. Remittance Processing           
                                                                                  Customer #10002921                                
Central Power & Light/ CSWS                                                     212 E 6th Street                                    
Central Power and Light Company                                                 539 N. Carancahua Street                            
Century Plaza Company                                                           36 Barber Court                                     
Champions LLC                                                                   c/o Graham & Co. 2200 Woodcrest Place, Suite 210    
Charles & Sandra Metzger                                                        P. O. Box 19417                                     
Charles Coben                                                                   8615 Marbach                                        
Charles Coben                                                                   8111 Meadow Leaf                                    
Charles Coben                                                                   8615 Marbach                                        
CHARLES J LOMBARDO                                                              5615 CLOVERLEAF PKWY                                
Charles J. Lombardo                                                             5615 Cloverleaf Parkway                             
Charles Schwab & Company                                                        120 Kearney Street, #18-147                         
Charles Schwab Trust Company                                                    425 Market Street 77th Floor                        
Charter Communications                                                          199 S. Los Robles Avenue                            
Chartwell Limited Partnership II                                                3735-B Beam Road                                    
Chattanooga Bank Associates                                                     Attn : Marsi McLaughlin                             
                                                                                737 Market Street, Suite 400                        
Chen International Publications USA, Inc.                                       870 Monterey Pass Road                              
Cherry Creek Mortgage (David Kofoed)                                            18516 Beach Blvd., Huntington Beach, CA             
Cherry Tree, LLC                                                                Acct# CHERRY-0020-CH0020                            
                                                                                c/o Hogy Real Estate, LLC, Dept 515                 
China Basin Landing, Ltd.                                                       185 Berry Street, Suite 140                         
Chippendale Office Park                                                         4811 Chippendale Drive                              
Chrisman Construction                                                                                                               
CIGNA                                                                           3900 E. MEXICO AVENUE, RTNG 391                     
Cincinnati Bell Long Distance                                                   201 E 4th St                                        
Cincinnati Bell Telephone Co                                                    201 EAST FOURTH STREET                              
Cincinnati Bell Telephone Company                                               P.O. Box 2301                                       
CITY & COUNTY OF DENVER                                                         144 W. COLFAX AVE., PO BOX 17440                    
CITY & COUNTY OF DENVER                                                         Attn: City Attorney's Office.,                      
                                                                                1437 Bannock, Rm 353                                
City & County of San Francisco                                                                                                      
City & County of San Francisco                                                  875 Stevenson St, Ste 460                           
CITY AND COUNTY OF DENVER                                                       333 WEST COLFAX., SUITE 450                         
City Centre Partners                                                            c/o Heitman Properties LTD                          
                                                                                  as Managing Agent 770 L Street                    
City Mall                                                                       948 11th Street, Suite 11                           
City of Akron                                                                   146 South High Street, Suite 900                    
City of Akron                                                                   146 South Street, Suite 900                         
CITY OF ALAMEDA                                                                 BUREAU OF ELECTRICITY PO BOX H, 2000 GRAND ST       
City of Alameda                                                                 Bureau of Electricity P.O. Box  H, 2000 Grand St.   
City of Anaheim                                                                 Public Utilities Dept                               
                                                                                201 S Anahheim Blvd, Suite 1100                     
City of Anaheim, City Clerk                                                     200 S Anaheim Blvd                                  
City of Atlanta                                                                 DEPT OF LAW 680 Mitchell Street, Suite 1400         
City of Atlanta Comm of Public Works                                            55 Trinity Avenue SW                                
City of Aurora                                                                  1470 South Havana Street, #212                      
CITY OF AUSTIN                                                                  C/O ELECTRIC UTILITY DEPT., 721 BARTON SPRINGS ROAD 
City of Austin C/O Electric Utility Dept                                        721 Barton Springs RD                               
City of Beachwood                                                               2700 Richmond Rd                                    
City of Birmingham                                                              Department of Law 710 North                         
                                                                                  20th St City Hall, 6th Floor                      
City of Broadview Heights                                                       8938 Broadview Road                                 
City Of Charlotte                                                               600 East Fourth Street                              
City Of Charlotte                                                               600 East Fourth Street                              
City Of Charlotte                                                               600 East Fourth Street                              
City Of Charlotte                                                               600 East Fourth Street                              
City Of Charlotte                                                               600 East Fourth Street                              
City Of Charlotte                                                               600 East Fourth Street                              
City Of Charlotte                                                               600 East Fourth Street                              
City Of Charlotte                                                               600 East Fourth Street                              
City Of Charlotte                                                               600 East Fourth Street                              
City Of Charlotte                                                               600 East Fourth Street                              
City Of Charlotte                                                               600 East Fourth Street                              
City Of Charlotte                                                               600 East Fourth Street                              
City Of Charlotte                                                               600 East Fourth Street                              
City Of Charlotte                                                               600 East Fourth Street                              
City Of Charlotte                                                               600 East Fourth Street                              
City Of Charlotte                                                               600 East Fourth Street                              
City Of Charlotte                                                               600 East Fourth Street                              
City Of Charlotte                                                               600 East Fourth Street                              
City Of Charlotte                                                               600 East Fourth Street                              
City Of Charlotte                                                               600 East Fourth Street                              
City Of Charlotte                                                               600 East Fourth Street                              
City Of Charlotte                                                               600 East Fourth Street                              
City Of Charlotte                                                               600 East Fourth Street                              
City Of Charlotte                                                               600 East Fourth Street                              
City Of Charlotte                                                               600 East Fourth Street                              
City Of Charlotte                                                               600 East Fourth Street                              
City of Cincinnati                                                              801 Plum Street - Room 214                          
CITY OF COLORADO SPRINGS                                                        P.O. Box  1575                                      
City of Colorado Springs                                                        Office of the City Attorney                         
City of Colorado Springs                                                        224 E Kiowa St                                      
City of Colorado Springs                                                        224 E Kiowa St                                      
City of Colorado Springs                                                        224 E Kiowa St                                      
City of Columbia                                                                1737 Main Street, P.O. Box  667                     
City of Corpus Christi                                                          1201 Leopard Street Post Office Box 9277            
City of Dallas                                                                  City Hall                                           
City of Dublin                                                                  c/o Baker & Hostetler, LLP                          
                                                                                65 East State Street Capitol Square,                
                                                                                Suite 2100                                          
City of Fairlawn                                                                DEPARTMENT OF FINANCE 3487 S SMITH RD               
CITY OF GARFIELD HEIGHTS                                                        5407 TURNEY ROAD                                    
CITY OF GLENDALE                                                                950 S BIRCH                                         
CITY OF GREELY                                                                  1000-10TH STREET                                    
CITY OF GREELY                                                                  1000-10TH STREET                                    
CITY OF GREENWOOD VILLAGE                                                       BARBARA SMITH, CITY CLERK 6060 SOUTH QUEBEC STREET  
City of Greenwood Village                                                       6399 S Fiddlers Green Cir                           
CITY OF HOMEWOOD                                                                P.O. Box 59666                                      
CITY OF HOMEWOOD                                                                P.O. Box  59666                                     
CITY OF HOUSTON                                                                 CITY HALL ANNEX 900 BAGBY ST, 4TH FL                
CITY OF INDEPENDENCE                                                            6800 BRECKSVILLE ROAD                               
CITY OF IRWINDALE                                                               5050 NORTH IRWINDALE AVE                            
CITY OF IRWINDALE                                                               5050 NORTH IRWINDALE AVENUE                         
CITY OF LAFAYETTE                                                               1290 SOUTH PUBLIC ROAD                              
CITY OF LAFAYETTE                                                               City Administrator, City of Lafayette,              
                                                                                1290 South Public Rd                                
CITY OF LAKEWOOD                                                                445 SOUTH ALLISON PARKWAY                           
CITY OF LAKEWOOD                                                                445 SOUTH ALLISON PARKWAY                           
CITY OF LITTLETON                                                               2255 WEST BERRY AVE                                 
CITY OF LITTLETON                                                               2255 WEST BERRY AVE                                 
CITY OF LONGMONT                                                                ATTN: TELECOMMUNICATIONS MGR                        
                                                                                1100 SOUTH SHERMAN STREET                           
CITY OF LONGMONT                                                                POWER & COMMUNICATIONS DEPT                         
                                                                                1100 SOUTH SHERMAN STREET                           
CITY OF LOS ANGELES                                                             DEPT OF WATER & POWER                               
                                                                                111 N HOPE STREET ROOM 221 P.O. BOX 111             
CITY OF LOS ANGELES WATER & POWER DEPT                                          P. O. Box  51212                                    
CITY OF MAYFIELD HEIGHTS                                                        6154 MAYFIELD ROAD                                  
CITY OF OAKLAND                                                                 505 14TH STREET STE 609                             
CITY OF PALO ALTO                                                               250 HAMILTON AVENUE                                 
CITY OF PALO ALTO DEPT OF PUBLIC WORKS                                          SENIOR ASSISTANT CITY ATTORNEY P. O. Box  10250     
CITY OF PARKER                                                                  20120 E MAIN ST                                     
CITY OF PARMA                                                                   6611 RIDGE ROAD                                     
CITY OF SAN ANTONIO                                                             P. O. Box  839966                                   
City Of Santa Monica                                                            2525 Michigan Avenue, Suite B1                      
CITY OF SEVEN HILLS                                                             7325 SUMMITVIEW DRIVE                               
CITY OF SEVEN HILLS                                                             7325 SUMMITVIEW DRIVE                               
CITY OF TERRELL HILLS                                                           5100 NORTH NEW BRAUNFELS ROAD                       
CITY OF TORRANCE                                                                3031 TORRANCE BOULEVARD                             
CITY OF TORRANCE                                                                3031 TORRANCE BLVD                                  
CITY OF VESTAVIA HILLS                                                          513 MONTGOMERY HWY                                  
CITY OF WESTMINSTER                                                             4800 WEST 92ND AVENUE                               
City Treasury Supervisor                                                        City Hall Annex, 506 Dolorosa                       
Civic Center Office Investors, LLc                                              c/o Matteson Realty Services 675 N. 1st , Suite 725 
CJ Figone                                                                       420 17th Street                                     
CKZ Limited Liability Company                                                   3101 Iris Avenue, Suite 220                         
Cleveland Center Investors I, LLC                                               c/o Kennedy-Wilson Ohio Management Inc.             
                                                                                1375 E 9th St Ste 2250                              
Clocktower Properties, LLC                                                      c/o Trammell Crow; Unit Ref#559999RCU               
                                                                                14231 East 4th Ave. #300                            
Clocktower Properties, LLC                                                      c/o Trammell Crow; Unit Ref#559999RCU               
                                                                                14231 East 4th Ave. #300                            
Clocktower Properties, LLC                                                      c/o Trammell Crow; Unit Ref#559999RCU               
                                                                                14231 East 4th Ave. #300                            
Clocktower Properties, LLC                                                      c/o Trammell Crow; Unit Ref#559999RCU               
                                                                                14231 East 4th Ave. #300                            
Clocktower Properties, LLC                                                      c/o Trammell Crow; Unit Ref#559999RCU               
                                                                                14231 East 4th Ave. #300                            
Clocktower Properties, LLC                                                      c/o Trammell Crow; Unit Ref#559999RCU               
                                                                                14231 East 4th Ave. #300                            
Clocktower Properties, LLC                                                      c/o Trammell Crow; Unit Ref#559999RCU               
                                                                                14231 East 4th Ave. #300                            
Cloughton Investments                                                           2850 Serendipity Circle West, Suite 100             
CM Federal, LP                                                                  c/o AIRE Financial Corporation                      
                                                                                60 Federal Street # 308                             
CMD Realty Investment Fund LP                                                   9785 Maroon Circle, Suite 350                       
CoBank                                                                          1965 E. 6th St., Cleveland, OH                      
COBRAHELP                                                                       1620 HIGH STREET                                    
Coleman Center Investors LLC c/o  CBA Property Management, Inc.                 11050 Santa Monica Blvd, Suite 150                  
Colleen Kroha                                                                   1000 Paloma Dr                                      
Colliers International                                                          P.O. Box 5878                                       
Colliers International                                                          1100 Superior Avenue                                
Colliers International                                                          Attn Property Management Department                 
                                                                                The Diamond Building, 1100 Superior Avenue          
Colorado Community First National Bank                                          890 West Cherry Street                              
Colorado Department of Transportation                                           4201 E Arkansas                                     
Colorado National Bank                                                          950 17th Street, Suite 1250                         
Colorado Springs Utilities                                                      215 Nichols Blvd                                    
Colorado Springs Utilities                                                      215 Nichols Blvd                                    
COLORADO STATE UNIVERSITY                                                       E-103 GLOVER BUILDING                               
COLORADO STATE UNIVERSITY                                                       E-103 GLOVER BUILDING                               
Columbia / Columbine Psychiatric Center                                         8565 S Poplar Way                                   
Columbia / North Suburban Medical Center                                        9191 Grant                                          
Columbia / Swedish Medical Center                                               501 East Hampden Ave                                
Columbia Medical Building, A Bancap Property                                    2840 Long Beach Blvd.,                              
Columbia/Aurora Presbyterian Hospital                                           700 S. Potomac                                      
Columbia/Aurora Regional Medical Center                                         1501 S. Potomac                                     
Columbia/Bethesda Campus                                                        4400 E. Iliff                                       
Columbia/Centennial Healthcare Plaza                                            14100 E. Arapahoe                                   
Columbia/Rose Medical Center                                                    4567 East 9th Avenue                                
Columbus Central Properties                                                     c/o CB Richard Ellis Dept L, Lock Box 2218          
COLUMBUS SOUTHERN POWER CO                                                      AMERICAN ELECTRIC POWER SRVC CORP 1 RIVERSIDE PLAZA 
COMMUNICATION SYSTEMS DEVELOPMENT, INC                                          450 PRYOR BOULEVARD PO BOX 10                       
COMPUTER BASICS, INC.                                                           1121 OLD CONCORD ROAD                               
COMPUWEB, INC.                                                                  1160 SUNNY SIDE ST, STE 5                           
Concordic LTD.                                                                  655 Richland Hills                                  
CONNECT COMMUNICATIONS INC                                                      3464 FUCHSIA ST                                     
CONNECT COMMUNICATIONS INC                                                      3464 FUCHSIA ST                                     
Constellation Properties                                                        518 17th Street                                     
COPYRIGHT CLEARANCE CENTER INC                                                  222 ROSEWOOD DR                                     
Corban Communications, Inc.                                                     P.O. Box 225264                                     
Cornerstone Denver, LLC                                                         1700 Lincoln St Ste 2500 c/o Hines                  
Cornerstone Properties II, LLC                                                  2 N. 2nd Street, #250                               
Cornerstone Real Estate Advisers, Inc.                                          c/o Spectrum Properties                             
                                                                                230 South Tryon Street, Suite 230                   
Corporate Express Real Estate Inc.,                                             525 Interlocken Blvd                                
Cortney Court Partners                                                          18030 Cortney Court                                 
Cotton Club Bottling & Canning Co.                                              4922 East 49th Street                               
Cottonwood Square Partnership                                                   2729 S. Lakeridge Trail                             
COUNTY OF MECKLINBURG                                                           TAX COLLECTOR P.O. BOX 32247                        
Coury Properties, Inc.                                                          Attention:  Paul Coury 1350 S. Boulder, Suite 500   
Cousins Properties, Inc                                                         2500 Windy Ridge Parkway, Suite 1600                
Crescent Real Estate Funding I, LP                                              4643 South Ulster Street, Suite 1140                
Crown Enterprises, Inc. (Kee Logistics, Inc.)                                   6600 Busch Blvd., Columbus, OH                      
Crown Equipment Corporation                                                     40 S. Washington Street                             
CSX TRANSPORTATION                                                              500 WATER STREET  #J180                             
Cummins Station LLC                                                             209 Tenth Avenue South, Suite 325                   
Customs House Associates, LTD                                                   P.O. Box 23169                                      
Cuyahoga Savings Mangement Compant                                              One Erieview Plaza                                  
CYBER-TEL COMMUNICATIONS                                                        4320 LA JOLLA VILLAGE DR.                           
Cypress Communications, Inc.                                                    Fifteen Piedmont Center., Suite 710                 
Cyprus Amax Minerals Co                                                         9100 E Mineral Circle                               
D & G Development                                                               3797 New Getwell Road                               
D & K Management Fund, Inc                                                      c/o The Lozoff Company 312 E. Wisconsin Ave         
D.R.Russel                                                                      c/o Cal Property Management 4406 Bayazo Street      
Dan Manin                                                                       4645 Cass St                                        
Danis Properties Co                                                             P.O. Box 544                                        
Darryll Tetz                                                                    6169 Shadowbrook Drive                              
Datachoice Network Services LLC (Data Choice)                                   9200 West Cross Drive, Suite 313                    
David A. Stockton                                                               4730 Eucalyptus                                     
David H. Senseman                                                               2715 18th Place                                     
David Hansen                                                                    1600 Auburn Blvd.                                   
David Smith                                                                     3690 Recycle Road, Suite 1                          
David Vickter                                                                   1653 S. La Cienega Blvd.,                           
Davis Property Management c/o Saxony & Associates                               2424 Vista Way, Suite 300                           
DB PROVIDER                                                                                                                         
DDD W-S Partnership                                                             99 Almaden Blvd, Suite 1075                         
DEA Construction (Northern Colorado Water Conservancy District)                 1250 North Wilson                                   
Deborah DeBow                                                                   2100 Northrop Avenue, Ste 700                       
Debra Deboe                                                                                                                         
Dennis McNay                                                                    307 E Yampa Street                                  
Denver Gas & Electric Building                                                  Office of the Building 910 15th Street              
Denver Municipal Federal Credit Union                                           1075 Acoma Street                                   
Denver Place Associates, Ltd                                                    999 18th Street, North Tower Suite 1201             
Denver Place Associates, Ltd                                                    999 18th Street, North Tower Suite 1201             
Denver Property Partners LLC                                                    3333 South Wadsworth Blvd                           
DENVER RESERVE                                                                  7852 Elati Street, Suite 101                        
DENVER RESERVE                                                                  7852 Elati Street, Suite 101                        
Denver Stellar Associates, Ltd                                                  999 18th Street; Unit Ref#0361999010F North Tower,  
                                                                                Suite 1201                                          
Denver West Office Building No 54 Venture LLP                                   1546 Cole Blvd Ste 120                              
Department of Personnel/GSS                                                     1525 Sherman St                                     
Department of Personnel/GSS                                                     1525 Sherman St                                     
Department of the Ait Force Headquarters                                        Air Force Space Command Schriever Air Force Base    
DEPARTMENT OF TRANSPORTATION                                                                                                        
Desta One Partnership LTD                                                       2600 Via Fortuna                                    
Devonshire Realty Ltd                                                           P.O. Box 140                                        
Diamante Properties, Inc.                                                       121 E. Pikes Beak, Ste 335                          
Diamante Properties, Inc.                                                       121 E. Pikes Beak, Ste 335                          
Diamante Properties, Inc.                                                       121 E. Pikes Beak, Ste 335                          
Dick Broadcasting Company                                                       300 21st Ave North                                  
Digital Americal                                                                333 Sunset Ave                                      
Direct Net                                                                      4400 Macarthur Blvd, Suite 410                      
DKD Properties                                                                  255 W Julian, Ste 301                               
Domain Silver Square                                                            c/o JKel Corporation 8801 Horizon Blvd. N.E,        
                                                                                Suite 150                                           
Dominion Ventures                                                               P.O. Box 25069                                      
Don Dunagan                                                                     1717 N. IH 35                                       
Don Morris                                                                      11180 Sun Center Dr                                 
Donald R. Kenny                                                                 470 Old Worthington                                 
Dow Jones News                                                                  1250 H Street NW                                    
Downtown / North Sixty Joint Venture                                            2450 South Trust Tower                              
Downtown Properties                                                             33 N Third Street, Ste 500                          
Dr. Herbert Yee                                                                 4030 South Land Park                                
Dr. Marco Chavez                                                                2460 Mission Street, Suite #201                     
Dr. Walter Jayasinghe                                                           c/o Metro Medical Mall 1930 Wilshire Blvd.          
Dr. Walter Jayasinghe                                                           c/o Metro Medical Mall 1930 Wilshire Blvd.,         
DTC Investors, LLC                                                              2620 East Prospect Road, Suite 100                  
DTC Investors, LLC                                                              2620 East Prospect Road, Suite 100                  
DTC Investors, LLC                                                              2620 East Prospect Road Suite 100                   
DTC West Land Venture                                                           8390 E. Crescent Parkway, Suite 275                 
Duke Communication Services                                                     P.O. Box 1007 WC29H                                 
Duke Power Company                                                              Electric Systems Management P.O. Box 1006           
Duke-Weeks Realty Limited Partnership                                           Attn: FFC003 P.O. Box 101966                        
Dun & Bradstreet Information Svcs                                               P.O. BOX 75434                                      
Dynalink                                                                        1624 Franklin Street., Suite 702                    
Dynalink Corporation                                                            5201 Richmond Rd                                    
E.P. Madigan & Sons                                                             5528 Glenbrook Drive                                
E-470 Public Highway Authority                                                  22470 East 6th Pkwy.                                
E-470 Public Highway Authority                                                  22470 East 6th Pkwy.                                
Earl Construction Company                                                       3940 Industrial Blvd., Suite 100D                   
Easter-Owens Integrated Systems, Inc.                                           4803 West Ave.                                      
Eastgate Technologies LP                                                        2248 Main Street                                    
Echosphere Corporation                                                          90 Inverness Circle East                            
Echosphere, Inc.                                                                5671 Warehouse Way                                  
ECR                                                                             105 Harcourt Rd.                                    
Ed Blanton                                                                      825 Thomasville Road                                
Ed Sherman dba Find It Apt. Locators                                                                                                
Ed Sherman dba Find It Apt. Locators                                                                                                
Eddie Talbot                                                                    950 Aviation Blvd                                   
Edward Azar                                                                     5055 Viewridge Avenue                               
Edwin Ursin                                                                     3830 Lexmoor Creek                                  
Eleventh Street Property Management                                             1127 11th Street, Suite 100D                        
Elkton Business Park LLC                                                        102 N Cascade Ave 5th Fl, c/o Griffis/Blessing Inc  
Emil Pisarri                                                                    10416 Avenida Lane                                  
Empire Business Brokers                                                         7011 Shallowford Road, Suite 104                    
Employer's Unity, Inc.                                                          P. O. BOX 782                                       
Enersource Partners                                                             10175 Slater Ave, Ste 20                            
Entre Computers                                                                 4209 Shelbyville Rd                                 
EOP Operating Limited Partnership                                               As Agent for The Solarium P.O. Box 842264           
EOP-410 Building, LLC                                                           Department 178                                      
EOP-Dominion Plaza, LLC                                                         c/o Equity Office Properties Trust                  
                                                                                600 17th Street, Suite 610 South                    
EOP-Quadrant LLC                                                                5445 DTC Parkway                                    
EQR Reserve Square Limited Partnership                                          Two North Riverside Plaza, Suite 400                
Equi Max                                                                        7060 Hollywood Blvd.,                               
Equity Associates, Ltd                                                          429 South Tryon Street                              
Equity Associates, Ltd                                                          429 South Tryon Street                              
Equity Beachwood LTD Partnership                                                c/o Equity Planning Holding Co.                     
                                                                                23200 Chagrin Blvd, Bldg. 1, Ste 102                
Equity Beachwood LTD Partnership                                                c/o Equity Planning Holding Co.                     
                                                                                23200 Chagrin Blvd, Bldg. 1, Ste 102                
Equity Office Properties                                                        Dept. 8797                                          
Equity Office Properties                                                        DBA 2010 Main Plaza Dept 8799                       
Equity Office Properties                                                        EOP-Metropoint L.L.C. P.O. Box 842167               
Equity Office Properties DBA: One Market                                        Dept. 8791                                          
Equity Office Properties Trust                                                  c/o EOP-Quadrant LLC 5445 DTC Parkway               
Equity Office Properties Trust                                                  c/o EOP-Quadrant LLC 5445 DTC Parkway               
Equity Office Properties, LLC                                                   Office Of the Building 4365 Executive Drive         
Equity Office Properties, LLC                                                   Office Of the Building 4365 Executive Drive         
Equity Resources Venture                                                        c/o BetaWest Properties Inc. 1999 Broadway,         
                                                                                Ste 2000                                            
ERI Cornell, Inc. c/o CB Richard Ellis                                          4501 Erskine Rd., Suite 260                         
Erickson Employee Benefits                                                      10288 W. CHATFIELD AVENUE                           
Ernest S. Ralston                                                               2603 Union Street                                   
Eskander (Alex) Kahen and Eshagh (Isaac) Kahen                                  2946 East 11th Street                               
Everett John De Laura                                                           C/O Bolsa Business Park Mgmt.,                      
                                                                                5142 Bolsa Ave., Ste 101                            
Executive Park                                                                  2855 Atlantic Blvd., Suite 1222                     
Exodus Communications                                                           1605 Wyatt Drive                                    
Experian                                                                        Dept 1971                                           
Extension Irrigation Ditch Company                                              812 E. National Rd.                                 
Facilicom Int'l                                                                 1401 New York Avenue, N.W., #800                    
Fairlawn Associates Ltd.                                                        3180 W. Market Street                               
Fairlawn Associates Ltd.                                                        3180 W. Market Street                               
Fairview Plaza Associates LTD Partnership                                       5950 Fairview Road                                  
Fairview Plaza Associates LTD Partnership                                       5960 Fairview Road                                  
Fairview Plaza Associates LTD Partnership                                       5970 Fairview Road                                  
Fairview Plaza Associaties Limited Partnership                                  3800 Arco Corporate Drive, Suite 200                
Family Educators Alliance of South Texas                                        4719 Blanco Road                                    
Family Telecommunications, Inc.                                                 3800 North Central, Suite B-1                       
Fax Link Plus, Inc., F/K/A audio Fax, Inc.                                      2000 Powers Ferry Road, Suite 200                   
FBM Properties                                                                  333 Guthrie                                         
Federal Transtel Inc.                                                           2868 Action Road                                    
Feitleberg & Co.                                                                1114 Horn Avenue                                    
Fiberoptic Network (Fiber Optic Network)                                        2290 Lee Road                                       
Fidelity Real Estate                                                            1265 Lake Plaza Drive                               
Fifth & Laurel Associates                                                       2445 Fifth Avenue, Suite 330                        
Fiireline Corporation                                                           4506 Hollins Ferry Road                             
Fiireline Corporation                                                           4506 Hollins Ferry Road                             
Fiireline Corporation                                                           4506 Hollins Ferry Road                             
Financial Times Energy                                                          1600 Wilson Blvd, Suite 600                         
FIRELINE TESTING, INSPECTION AND SERVICE OF FIRE P                              4506 Hollins Ferry Road                             
First Birmingham Tower, LLC                                                     300 21st  Avenue North                              
First Communications                                                            3879 E 120TH Ave, Box 169                           
First Industrial Realty, Inc.                                                   5350 South Roslyn Street, Suite 240                 
First Merit Bank                                                                106 South Main Street                               
First Merit Bank                                                                106 South Main Street                               
First Union Management                                                          55 Public Square, Suite 1910                        
First Union National Bank                                                       301 South Tryon Street                              
First Union National Bank                                                       401 S. Tryon Street                                 
Firstworld Communications, Inc.                                                 7100 E. BELLEVIEW AVE, SUITE 210                    
Firstworld Communications, Inc.                                                 8390 E. CRESCENT PKWY, SUITE 300                    
Five Cloverleaf Parkway, Inc.                                                   5613 Cloverleaf Pkwy.                               
FJ CORBETT COMPANY                                                              2810 DORR AVENUE                                    
FJ CORBETT COMPANY                                                              125 NORTH WASHINGTON STREET                         
Flatiron Industrial Park Co                                                     5540 Central Avenue                                 
Flatiron Industrial Park Co                                                     5540 Central Avenue                                 
FLEET ELECTRIC                                                                  3269 CLUBSIDE DRIVE                                 
FLEET ELECTRIC CO.                                                              3629 CLUBSIDE DRIVE                                 
Fleming Business Park LLC                                                       c/o WP Investments 2101 Woodside Road               
Flexalloy Inc.,                                                                 26000 Richmond Road                                 
Flight Director, Inc.                                                                                                               
Flour Bluff ISD                                                                 2505 Waldron Road                                   
FMC                                                                             737 N Padre Island Dr                               
FMS Properties, Ltd.                                                                                                                
Foote, Cone & Belding                                                           733 Front St                                        
Forcast Commercial                                                              10601 Civic Center Dr #140                          
Forest City Management                                                          P.O. Box 5237-T                                     
Forest City Management                                                          P.O. Box 5237-T                                     
Forest City Management                                                          P.O. Box 5237-T                                     
Forest City Management                                                          P.O. Box 5237-T                                     
Forest City Management                                                          P.O. Box 5237-T                                     
Forest City Management Inc.                                                     700 Terminal Tower                                  
Fortner & Son                                                                   910 15th Street, Suite 200                          
FountainView-48                                                                 c/o Nevins Lewbel Inc. 920 Garden Street, Suite A   
Four Corners Investments                                                        c/o Compass Leasing & Management                    
                                                                                19900 MacArthur Blvd, Ste 1150                      
Four Pearl Partnership LTD.                                                     4875 Pearl East Cr.#300                             
Four Pearl Partnership LTD.                                                     4875 Pearl East Cr.#300                             
Four Pearl Partnership LTD.                                                     4875 Pearl East Cr.#300                             
Four Pearl Partnership LTD.                                                     4875 Pearl East Cr.#300                             
Four Pearl Partnership LTD.                                                     4875 Pearl East Cr.#300                             
Four Pearl Partnership LTD.                                                     4875 Pearl East Cr.#300                             
Four Pearl Partnership LTD.                                                     4875 Pearl East Cr.#300                             
Four Pearl Partnership LTD.                                                     4875 Pearl East Cr.#300                             
Four Pearl Partnership LTD.                                                     4875 Pearl East Cr.#300                             
Four Pearl Partnership LTD.                                                     4875 Pearl East Cr.#300                             
Four Pearl Partnership LTD.                                                     4875 Pearl East Cr.#300                             
Fourth & Spruce Partnership                                                     3170 4th Avenue                                     
Fourth & Walnut Centre                                                          c/o Jones Lang Lasalle Department L-1120            
Fox International Ltd., Inc.,                                                   23600 Aurora Rd                                     
Foxhill Office Investors                                                        c/o Dial Realty 8205 W. 108th Terrace,  Suite 120   
Frank Astel                                                                     1133 Blumenfield Drive                              
Frank Carson                                                                    9190 Jackson Rd                                     
Frank T. Sepulveda                                                              750 Merida Street                                   
Franklin Industrial Group                                                       5802 Franklin Street                                
Fred Lavi & Associates                                                          13658 Hawthorne Blvd                                
Frontier Communications Services                                                Customer Correspondence., 95 N.FITZHUGH STREET      
Fullerton South, LLC                                                            1936 E Deere Ave, #216                              
FW Spencer & Sons Inc                                                           99 South Hill Drive                                 
Gaedeke & Landers                                                               3710 Rawlins Ste 1000 LB 24                         
Gaedeke Holdings II, Ltd.                                                       2800 N. Central Avenue, Suite 1720                  
Gail Cullen                                                                     1111 Willow St                                      
Galleria Acquisition, Inc                                                       720 S. Colorado Blvd.- Suite 188A                   
Gary Beutler                                                                    9608 Oates Dr                                       
Gary Beutler                                                                    9608 Oates Dr                                       
Gary Braaksma                                                                   1140 Centre Dr Unit W                               
Gary Jones                                                                      2424 Glendale Lane                                  
Gateway Associates                                                              c/o WEB Properties, Inc, 140 S. Arthur, Suite 510   
Gateway Canyon, Inc.                                                            File #55924                                         
Gateway Holdings, Inc.                                                          Attn: Benson Fogle 8008 Park Overlook Drive         
GENERAL DYNAMICS                                                                1450 ACADEMY PARK LOOP                              
Genesis Building Ltd.                                                           1350 Euclid Ave, #300                               
GENESIS COMMUNICATIONS                                                          11995 EL CAMINO REAL SUITE 102                      
Genesis Realty Holding Corp                                                     C/O Axiom Real Estate Management, Inc.,             
                                                                                1350 Euclid ve., Ste 300                            
George Harrington                                                               8601 Aero Dr.                                       
George Vogt et al                                                               2724 Kilgore Road                                   
George Vukasin                                                                  237 Fallon Street                                   
George W. Barber Jr                                                             36 Barber Court, Trust #5                           
George W. Barber Jr.                                                            36 Barber Court                                     
George W. Barber Jr.                                                            36 Barber Court                                     
George W. Barber Jr.                                                            36 Barber Court                                     
George W. Barber Jr.                                                            36 Barber Court                                     
George W. Barber Jr.                                                            36 Barber Court                                     
George W. Barber Jr., Trust #5                                                  36 Barber Court                                     
George W. Barber Jr., Trust #5                                                  36 Barber Court                                     
George W. Barber Jr., Trust #5                                                  36 Barber Court                                     
George W. Barber Jr., Trust #5                                                  36 Barber Court                                     
George W. Barber Jr., Trust #5                                                  36 Barber Court                                     
George W. Barber Jr., Trust #5                                                  36 Barber Court                                     
George W. Barber Jr., Trust #5                                                  36 Barber Court                                     
George W. Barber, Jr.                                                           650 University Ave.                                 
Georgia Properties LP                                                           27500 Detroit Rd, Ste 300                           
Geraldine Spira                                                                 521 Pier Ave                                        
Gilbert Breig                                                                   902 Brooklyn Avenue                                 
Glenarm 1800 LLC                                                                1800 Glenarm Place                                  
Global Crossings Communications                                                 Customer Correspondence., 95 N.FITZHUGH STREET      
Global World Media Corporation                                                  4326 Pico Blvd.,                                    
GLOBALCOM                                                                       333 WEST WACKER DRIVE                               
Globetek Inc.                                                                   1607 Akron Peninsula Road Suite 103                 
GMTD Corp.                                                                      8400 East Prentice Ave                              
Goodwill Industries                                                             6648 Franklin Bldg                                  
Graham & Company, Inc.                                                          2200 Woodcrest Place, Suite 210                     
Greater Los Angeles World Trade Center Associates                               One World Trade Center                              
Greater Roanoke Transit Co.                                                     P.O. Box 13247                                      
GREELEY IRRIGATION COMPANY DITCH CROSSING AGREEMEN                              1025 9TH AVENUE SUITE 309                           
Greenbrier Properties, LLC                                                      c/o Insignia Commercial Group, Inc                  
                                                                                7150 Campus Center Drive, Suite B10                 
Greg Bisi                                                                       1796 Tribute Rd                                     
Griley Air Freight                                                              5341 104th Street                                   
GROUP 1 SOFTWARE INC.                                                           4200 PARLIAMENT PLACE, SUITE 600                    
Grubb & Ellis as Agent for Prudential  VAL                                      P.O. Box 640709                                     
Grubb and Ellis Management Services (Agent)                                     650 Howe Avenue                                     
GTE                                                                             10 MOULTON AVE                                      
GTE CALIFORNIA INC                                                              ONE GTE PLACE                                       
GTE CALIFORNIA INC                                                              ONE GTE PLACE                                       
GTE CALIFORNIA INCORPORATED                                                     C/O GORDON & GODDARD 469 NINTH STREET, #200         
GTE GLOBAL NETWORKS                                                             5221 NORTH O'CONNOR BLVD.                           
GTE NETWORK SERVICES (GTE SOUTHWEST INC)                                        P.O. BOX 101687                                     
GTE NETWORK SERVICES (GTE SOUTHWEST INC)                                        P.O. BOX 101687                                     
GTE NORTHWEST INC                                                               HQEWM NOTICES 600 HIDDEN RIDGE                      
GTE NORTHWEST INC                                                               HQEWM NOTICES 600 HIDDEN RIDGE                      
GTE SOUTH INC                                                                   GTE TELEPHONE OPERATIONS 4100 ROXBORO ROAD          
Guaranty National Insurance Company                                             9800 S Meridian Blvd                                
GUDENKAUF CORPORATION                                                           2679 MCKINLEY AVENUE                                
GUDENKAUF CORPORATION                                                           2679 MCKINLEY AVENUE                                
Gunbarrel City Centre LLC                                                       1600 38th Street, Suite 203                         
Guy Gibson                                                                      P.O. Box 1246                                       
Gwen Kaplan & Royce Dyer                                                        2757 16th St.                                       
H.L. YOH COMPANY, LLC                                                           1818 MARKET ST                                      
Hamilton Oil Building Partnership                                               1560 Broadway                                       
Harbor Master                                                                   1150 Ballena Blvd                                   
Harding, Dahm & Company                                                         P.O. Box 11448                                      
Harold L. & Phyllis Anderson, Trustees for the Anderson Family Trust            19047 San Jose Ave.                                 
Harry A. Altman Family Trust                                                    1344 4th Street                                     
HASSLER COMMUNICATIONS SYSTEMS TECHNOLOGY, INC.                                 2332 GRANGE HALL ROAD                               
Hauser Living Trust                                                             5695 Spinnaker Bay Dr                               
Hayvenhurst Partners                                                            7100 Hayvenhurst Avenue                             
HBJ Partnership                                                                 220 San Bravo Avenue                                
HCF Inc. c/o 21st Century Investments                                           11347 Folsom Blvd., Suite#A                         
Health South                                                                    4203 E. Southcross Blvd.                            
Health South Corporation                                                        9119 Cinnomon Hill                                  
Herman Blum Trust                                                               9301 Borden Avenue                                  
Hesta Associates LTD Partnership                                                277 West Trade Street                               
HEYBURN BUILDING                                                                332 WEST BROADWAY, SUITE 1700                       
HID Corporation                                                                 9292 Jeronimo Rd.                                   
High Ten Partners Inc.                                                          1611 S. Garfield Avenue                             
High Ten Partners Inc.                                                          19220 E. Colima Rd.                                 
Highland Ditch Company                                                          4309 State Highway 66                               
Highwoods Forsyth, LP                                                           4944 Parkway Place, Suite 250                       
HNS Partners c/o Jetro Cash & Carry Enterprises                                 105 W. Embarcadero                                  
Hodson Family Trust                                                             c/o The Tipton Group, Inc. 10532 Success Lane       
Holme Roberts & Owen                                                            1700 Lincoln Street Suite 4100                      
Hope & Flower, LLC                                                              c/o Cushman & Wakefield of California               
                                                                                700 S. Flower Street # 406                          
Hopkins Family Trust                                                            1055 Sunnyvale-Saratoga Rd                          
Horizon Partners                                                                201 Third Street Loft 1                             
HP Inc. on behalf of LBHI for 2000 PBL                                          c/o Hatfield Philips, Inc. P.O. Box 930946          
HSW Partnership                                                                 611 Commerce St #2920                               
Hub Valley Realty/                                                              Rockside Investors LP 6200 Rockside Woods Boulevard 
Hughes Communications Satellite Services, Inc.                                  5454 Garton Road                                    
Humana Inc                                                                      500 West Main Street                                
Humana Inc                                                                      500 West Main Street                                
Hung Fung Holdings                                                              804 North Gardner Drive                             
IBG LLC                                                                         11000 East Yale                                     
IBM                                                                             8501 IBM Drive                                      
ICC Texas Holdings, L.P.                                                        444 Executive Center Blvd., Suite 120               
IDS Life Insurance Company                                                      P. O. Box  534 Unit 40                              
                                                                                c/o American Express Financial Corp                 
ILLUMINET                                                                       8500 W. 110TH Street, Suite 600                     
ILLUMINET INC                                                                   4501 Intelco Loop SE                                
ILLUMINET INC                                                                   4501 Intelco Loop SE                                
Independence Tower Ltd                                                          c/o Omni Realty Co Inc 29225 Chagrin Blvd Ste 250   
Independent Telecommunications Network                                          8500 WEST 110TH Street, Suite 600                   
Infinet Company                                                                 740 Duke Street                                     
Information Handling Service                                                    15 Inverness Way East                               
Information Handling Service                                                    15 Inverness Way East                               
Intella II                                                                      8959 Complex Dr.                                    
Interactive Communication Systems                                               611 N. Weber Suite 102                              
Interlocken Hotel Co.                                                           555 Eldorado Blvd, Suite 200                        
Interlocken Hotel Co.                                                           555 Eldorado Blvd, Suite 200                        
Interlocken Hotel Co.                                                           555 Eldorado Blvd, Suite 200                        
Interlocken, Ltd                                                                555 Eldorado Boulevard, Suite 200                   
Intermedia Communications                                                       3625 Queen Palm Dr                                  
Intermedia Communications                                                       P. O. Box 915238                                    
Intermedia Resources                                                            6114 LaSalle Ave, #505                              
Intermountain Electric, Inc.                                                    701 West Mississippi Ave.                           
International Gateway West LLC                                                  P.O. Box 34108                                      
International Gateway West LLC                                                  P.O. Box 34108                                      
International Marine Products                                                   500 East 7th Street                                 
Internet Connect                                                                4499 GLENCOE                                        
Intrinsic Ventures, Inc.                                                        3526 Alameda De Las Anglas                          
Inverness Associates 1                                                          2 Inverness Drive East, Suite 200                   
Inverness Associates-23                                                         315 Inverness Way S                                 
Investmark Realtors                                                             5217 Wadsworth Road                                 
Investors Trust Property Co                                                     1290 E Center Court Dr, Ste 100                     
IP Telephony                                                                    7220 West Jefferson, Ste 402                        
IPM Associates LLC                                                              c/o Integrated Properties, Inc.                     
                                                                                400 S. Colorado Blvd., Suite 210                    
IPVOICE Communications, Inc.                                                    5901 S. Middlefield Rd, Ste 100                     
IRP Sunset, LLC                                                                 9000 Sunset, Suite 909                              
ISP Alliance                                                                    6230 Shiloh Road, Suite 200                         
iStar Real Estate Services                                                      6162 South Willow Drive                             
IT Outsourcing                                                                  P. O. Box  314                                      
J Street Partners                                                               5609 J Street                                       
J.O. Vandervoort Trust                                                          18200 Yorba Linda Blvd, Ste 307                     
Jack and Alice Tu                                                               17065 E. Green Drive                                
Jacque and Herb Spivak                                                          P.O. Box 5771                                       
Jade Properties                                                                 1900 Point West Way, Suite 156                      
James Adams                                                                     2755 Brogans Bluff Dr                               
James J. Fischer, Trust                                                         c/o Friendship Village of Tempe,                    
                                                                                2645 E. Southern Ave., Unit 228                     
James Morley                                                                    306 Canon Avenue                                    
James P. Gibbs                                                                  165 Doe Run                                         
James T. Henry                                                                  2050 S. Bundy Drive                                 
James W. Fields                                                                 11330 Sunrise Park Drive                            
Jayasinghe, Dr. Walter                                                          1930 Wilshire Blvd.                                 
Jayasinghe, Dr. Walter                                                          2010 Wilshire Blvd.                                 
JB Carter                                                                       724 Harbor Blvd                                     
JB Company                                                                      2101 Evergreen Street                               
JB Company                                                                      2101 Evergreen St                                   
Jean Van Arsdale                                                                4616 Mission Gorge Place                            
Jeff Hamilton Industries                                                        2433 S. Grand Avenue                                
Jeppesen Sanderson, Inc.                                                        55 Inverness Drive East                             
JER Denver LLC                                                                  c/o Frederick Ross Company One Corporate Center,    
                                                                                1860 Lincoln, Suite 100                             
Jerry Roach                                                                     6545 West 44th Ave                                  
Jersey Business Park                                                            10700 Jersey Blvd, Suite 510                        
Jetro Cash & Carry                                                              2300 57th Street                                    
Jetro Cash & Carry                                                              2300 57th Street                                    
John Bradley                                                                    2121 N.W. Military Hwy                              
John Epstein                                                                    9611 Canoga Ave                                     
John J. Fedor                                                                   c/o Homestead Mortgage 8001 Ravines Edge Ct. Ste 302
John J. Fedor                                                                   c/o Homestead Mortgage 8001 Ravines Edge Ct. Ste 302
John J. Fedor                                                                   c/o Homestead Mortgage 8001 Ravines Edge Ct. Ste 302
John Lewis                                                                      705-2 E Bidwell Street, Suite#332                   
John Morgan                                                                     816 H Street                                        
John Nemec                                                                      1425 63rd Street                                    
John Stewart & Company                                                          c/o Property Manager, 2310 Mason St.                
John W.  McCray,  Trustee                                                       3199- A1 Airport Loop Drive                         
John Yetto                                                                      4778 Dewey Drive                                    
Johnnie Chuoke                                                                  909 NE Loop 410 Suite 636                           
Johnson and Higgins                                                             1225 17th St., Ste. 2100                            
Johnson Family Partnership                                                      1880 South 57th Court                               
Johnson Investments, Inc                                                        126 West Harvard Street, Suite#2                    
Joseph Robert Martin                                                            P.O. Box 1791                                       
Joshua Schechter                                                                7300 Blanco Road, 401                               
JR & CR                                                                         10491 Old Placerville Rd                            
JTR Land & Cattle Company                                                       2300 75th Street                                    
Julian Sotomey                                                                  380 Embarcadero                                     
Julius Nasach                                                                   2277 Townsgate Road                                 
Jungle Labs                                                                     120 Industries Drive                                
Juniper Investment Company                                                      3 North Tejon                                       
Juzer Saifee                                                                    22001 Sherman Way                                   
JWC Family LLC                                                                  4015 Travis Drive                                   
K C Schnieder                                                                   2705 Spruce Street                                  
K/B Fund IV                                                                     60 State St                                         
K/B Opportunity Fund                                                            c/o Barbara Freeberg, P. O. Box 910454              
Kaiser Center Inc.                                                              Attn: Accounting 300 Lakeside Drive                 
Kaiser Foundation Health Plan, Inc                                              Real Estate Department 1950 Franklin Street,        
                                                                                12th Floor                                          
Kaiser Permanente                                                               2045 North Franklin                                 
Karl Potter                                                                     3904 Winters St                                     
KCNC TV Channel 4                                                               1044 Lincoln                                        
KCRA-TV                                                                         Dept. 05983 P.O. Box 39000                          
Kelcher Real Estate Services, Inc.,                                             234 North Central Avenue                            
Ken Ruby Construction                                                           11845 W Olympic Blvd Ste 1200                       
Ken Swanson                                                                     941 Jennifer Street                                 
Kenneth R. Ahif                                                                 1230 Ruddell Road, Suite 201                        
Kenney Family Partnership                                                       6099 Frantz Road                                    
Kenstep Corporation                                                             2350 17th Avenue, Suite 205                         
Kettering Tower                                                                 Miller-Valentine Realty, Inc.,                      
                                                                                AF 1988 Keterring T                                 
                                                                                Attn : Accounts Receivable P.O. Box 744             
Kevin Fredregill                                                                315 E. 5th Street                                   
Key Services Corporation                                                        2025 Ontario Street                                 
Key Services Corporation                                                        2025 Ontario Street                                 
Key Services Corporation                                                        2025 Ontario Street                                 
Key Services Corporation                                                        2025 Ontario Street                                 
Key Services Corporation                                                        2025 Ontario Street                                 
Key Services Corporation                                                        2025 Ontario Street                                 
Key Services Corporation                                                        2025 Ontario Street                                 
Key Services Corporation                                                        2025 Ontario Street                                 
Key Services Corporation                                                        2025 Ontario Street                                 
Key Services Corporation                                                        2025 Ontario Street                                 
Key Services Corporation                                                        2025 Ontario Street                                 
Key Services Corporation                                                        2025 Ontario Street                                 
Key Services Corporation                                                        2025 Ontario Street                                 
Key Services Corporation                                                        2025 Ontario Street                                 
Key Services Corporation                                                        2025 Ontario Street                                 
Key Services Corporation                                                        2025 Ontario Street                                 
Key Services Corporation                                                        2025 Ontario Street                                 
Key Services Corporation                                                        2025 Ontario Street                                 
Key Services Corporation                                                        2025 Ontario Street                                 
Key Services Corporation                                                        2025 Ontario Street                                 
Key Services Corporation                                                        2025 Ontario Street                                 
Key Services Corporation                                                        2025 Ontario Street                                 
Key Services Corporation                                                        2025 Ontario Street                                 
Key Services Corporation                                                        2025 Ontario Street                                 
Key Services Corporation                                                        2025 Ontario Street                                 
Key Services Corporation                                                        2025 Ontario Street                                 
Key Services Corporation                                                        2025 Ontario Street                                 
Key Services Corporation                                                        2025 Ontario Street                                 
Key Services Corporation                                                        2025 Ontario Street                                 
Key Services Corporation                                                        2025 Ontario Street                                 
Key Services Corporation                                                        2025 Ontario Street                                 
Key Services Corporation                                                        2025 Ontario Street                                 
Key Services Corporation                                                        2025 Ontario Street                                 
Key Services Corporation                                                        2025 Ontario Street                                 
Key Services Corporation                                                        2025 Ontario Street                                 
Key Services Corporation                                                        2025 Ontario Street                                 
Key Services Corporation                                                        2025 Ontario Street                                 
Key Services Corporation                                                        2025 Ontario Street                                 
Key Services Corporation                                                        2025 Ontario Street                                 
Key Services Corporation                                                        2025 Ontario Street                                 
Key Services Corporation                                                        2025 Ontario Street                                 
Key Services Corporation                                                        2025 Ontario Street                                 
Key Services Corporation                                                        2025 Ontario Street                                 
Key Services Corporation                                                        2025 Ontario Street                                 
Key Services Corporation                                                        2025 Ontario Street                                 
Key Services Corporation                                                        2025 Ontario Street                                 
Key Services Corporation                                                        2025 Ontario Street                                 
Key Services Corporation                                                        2025 Ontario Street                                 
Key Services Corporation                                                        2025 Ontario Street                                 
Key Services Corporation                                                        2025 Ontario Street                                 
Key Services Corporation                                                        2025 Ontario Street                                 
Key Services Corporation                                                        2025 Ontario Street                                 
Key Services Corporation                                                        2025 Ontario Street                                 
Key Services Corporation                                                        2025 Ontario Street                                 
Key Services Corporation                                                        2025 Ontario Street                                 
Key Services Corporation                                                        2025 Ontario Street                                 
Key Services Corporation                                                        2025 Ontario Street                                 
Key Services Corporation                                                        2025 Ontario Street                                 
Key Services Corporation                                                        2025 Ontario Street                                 
Key Services Corporation                                                        2025 Ontario Street                                 
Key Services Corporation                                                        2025 Ontario Street                                 
Key Services Corporation                                                        2025 Ontario Street                                 
Key Services Corporation                                                        2025 Ontario Street                                 
Key Services Corporation                                                        2025 Ontario Street                                 
Key Services Corporation                                                        2025 Ontario Street                                 
KFORCE.COM                                                                      P. O. Box  970956                                   
Kilroy Realty Corporation                                                       2250 E. Imperial Highway, Suite 1200                
Kilroy Realty Corporation                                                       2250 E. Imperial Highway, Suite 1200                
Kilroy Realty Corporation                                                       2250 E. Imperial Highway, Suite 1200                
Kilroy Realty Corporation                                                       2250 E. Imperial Highway, Suite 1200                
Kilroy Realty Corporation                                                       2250 E. Imperial Highway, Suite 1200                
Kilroy Realty, L.P.                                                             2250 E. Imperial Highway, Suite 1200                
Kimberley Harshbarger and Saundra Neds                                          8359 N. Main St.                                    
Kimco Development Corporation                                                   5531 Bigger Road                                    
Kimco Development of Kettering                                                  3333 New Hyde Park Road P. O. Box  5020             
King Management Company                                                         23625 Commerce Park Road                            
King Management Company                                                         23625 Commerce Park Road                            
King Management Company                                                         23625 Commerce Park Road                            
King Management Company                                                         23625 Commerce Park Road                            
Kinyo Company                                                                   14235 Lomitas Avenue                                
Kirkwood Properties (Telegen Wireless & Cable)                                                                                      
Klaus Kretchmer                                                                 514 Eccles Avenue                                   
KMC Partners, LP                                                                c/o Yale Properties, 6256 Greenwich Drive Suite 230 
Koll Center Irvine #2                                                           18500 Von Karman Ave                                
Koll/Intereal Bay Area                                                          2041 Mission College Blvd., Ste 100                 
Kooiman Family Trust                                                            14422 Pioneer Blvd.,                                
KPMG PEAT MARWICK                                                               707 17TH ST, STE 2300                               
Kurt Duncan                                                                     3636 4th Avenue, P. O. Box  5020                    
Kurt S. Legler Building Account                                                 1260 Creek Street                                   
Kyle Deaton                                                                     2500 Cessna Dr.                                     
Kyle Jones                                                                      3660 N 3rd Street                                   
Lafayette Tech Center LLC                                                       P.O. Box 727                                        
Lafayette Tech Center LLC                                                       2015 - 2nd Avenue North, Birmingham, AL             
Lainer Investments                                                              16215 Kittridge Street                              
Lake Centre Plaza, LTD, LLLP                                                    4875 Pearl East Cr, Suite 300                       
Landmark Management                                                             156 S. Main Street, Suite 601                       
Landrock Builder's Inc.                                                         2222 E. State Street, Suite G, Highland Square      
LaPlata Investments                                                             899 Logan, Denver, CO                               
Larry Mathews                                                                   360 Ritch St                                        
LaSalle Fund III                                                                565 Marriott Drive, Suite 400                       
LaSalle Partners Asset Management LTD as                                                                                            
  Managing Agents for Granyette Inc.,                                           101 South Tryon St                                  
LBJ Brown Building, L.P.                                                        114 West 7th Street, Suite 625                      
LCI INTERNATIONAL MGMT SRVCS INC                                                4650 LAKEHURST COURT                                
Leader Hospitality                                                              26328 Oso Pkwy                                      
Leane Kooyman                                                                   3153 Padre Street                                   
Leavenworth Health Services Corp                                                1835 Franklin Street                                
LeBeau Emblem Co.,  Inc.                                                        1500 East Gage Avenue                               
Lee McNabb                                                                      700 Bradford Way                                    
Leetsdale LLC                                                                   2121 S Oneida St, Suite 600                         
Legacy 101 University LLC                                                       101 University                                      
Lenox Towers (Bld 3400)                                                         Brannen/Goddard Mgt Co P.O. Box 101739              
Lepaw Ltd                                                                       2312 S. Leyden Street                               
Lepaw Ltd                                                                       2312 S. Leyden Street                               
Les Paulick                                                                     950 Isom Road                                       
LeSea Broadcasting Inc                                                          12999 E Jamison, Suite 100                          
LEVEL 3 COMMUNICATIONS LLC                                                      7577 WEST 103RD AVENUE                              
Levey & Company                                                                 185 West Cedar St.                                  
Levey & Company                                                                 185 West Cedar St.                                  
Levey & Company                                                                 185 West Cedar St.                                  
Levitt, Levitt and Lugash                                                       10425 Bainbridge Ave                                
Li Mei-Chen Chen                                                                1823 East 17th Street, Suite #121                   
Liberty Square Partnership                                                      4002 Maity Street, Suite 105                        
Linda Adams                                                                     c/o The Turnbull Company 531 Stevens Ave W          
LINKNET, INC.                                                                   155 South 300 West, #206                            
Lino Properties                                                                 3240 W Henderson Road                               
Lockheed Marin IMS                                                              1200 K Street NW 11th Floor                         
Lockheed Marin IMS                                                              1200 K Street NW 11th Floor                         
Lockheed Marin IMS                                                              1200 K Street NW 11th Floor                         
Lockheed Marin IMS                                                              1200 K Street NW 11th Floor                         
Lockheed Marin IMS                                                              1200 K Street NW 11th Floor                         
Lori A. Halligan Manfroy                                                        12327 Farr Ranch Road                               
Los Angeles Police Revolver & Athletic Club                                     1880 N. Academy Drive                               
Lottie Rose                                                                     4 Commodore Dr #D                                   
Louart Corporation                                                              1545 Sawtelle Blvd.                                 
LOUISVILLE GAS & ELECTRIC                                                       LG&E Energy Corp 220 West Main Street               
Louisville Gas & Electric Company                                               220 West Main                                       
LTG                                                                             7649 N. Maint Street                                
LTV Steel Company                                                               1555 Harvard Road                                   
LTV Steel Company                                                               3341 Jennings Road                                  
LTV Steel Company                                                               315 Clark Avenue                                    
LTV Steel Company                                                               3175 Independence Blvd                              
LTV Steel Company                                                               3341 Jennings Road                                  
LTV Steel Company                                                               3421 Independence Blvd                              
LTV Steel Company                                                               3430 Old Campbell Road                              
Luby's Inc.                                                                     8511 Tesoro Dr.                                     
Luby's Inc.                                                                     8511 Tesoro Dr.                                     
Lumberyard Retail Investments, LLC                                              Madison Marquette Retail Services                   
                                                                                220 West Main Street                                
Lumberyard Retail Investments, LLC                                              Madison Marquette Retail Services                   
                                                                                220 West Main Street                                
M & H Realty Partners II, LP                                                    21321 Cold Springs Lane                             
M.B. Management Company                                                         1106 Broadway                                       
MAB Services, Inc.                                                              2121 W. Temple Street                               
Macinkowski Family L.P.                                                         526 Laurelwood Rd                                   
Mack Cali Realty LP                                                             11 Commerce Dr                                      
Mack Cali Realty LP                                                             11 Commerce Dr                                      
MacLaughlin & Company                                                           1401 Shore Street                                   
Madonja Investments Limited Inc.                                                901 Congress Park Dr.                               
Maguire/Thomas Partners-Library Square Ltd.                                     633  West Fifth Street                              
Main St. Buildings Santa Anan, LLC                                              1055 North Main Street, Suite 406                   
Malcolm P. Wardlaw                                                              16601 Blanco Road, 100                              
Malrite Communications Group, Inc.                                              Attn:  Harry Wilkins 1717 E 12th St                 
Malrite Communications Group, Inc.                                              1717 E 12th St                                      
Management Recruiters                                                           7272 Wurzbach Road, 1404                            
Mancini Properties                                                              876 S Milpitas Blvd                                 
Mancini Properties                                                              876 S Milpitas Blvd                                 
Mandrake Properties Associates                                                  9250 E. Costilla Rd., Ste. 140                      
Mani Brothers, LLC                                                              1401 Ocean Aenue                                    
Marathon Development Company Inc.                                               4 Venture                                           
Marathon Development Company Inc.                                               6 Venture                                           
Margarett H. Relles Trust, et al                                                2400 J Street                                       
Marie L. Hind                                                                   6650 Santa Monica Blvd.                             
Mariner Development Company                                                                                                         
c/o John Beery Organization                                                     2900 Main Street, Ste#100                           
Mariner's Telecom Group, Inc.                                                   P. O. Box  1620                                     
Mariners' Telecommunications Group                                              P. O. Box  1620                                     
Mark and Bill Bucher                                                            18001 Irvine Blvd                                   
Mark IV Capital Inc                                                             100 Bayview Circle, Suite 4500                      
Mark Rosenburg                                                                  2235 Park Towne Circle                              
Marketing Advocates, Inc.                                                       7273 S. Allison Way                                 
Market-Post Tower, Inc.                                                         55 S. Market                                        
Marlin Investments                                                              712 Arrow Grand Circle                              
Marvin Felman                                                                   100 North Jefferson Street                          
Marvin Felman                                                                   100 North Jefferson Street                          
Mass Mutual Life Insurance Co.                                                  c/o Transwestern Property Co.                       
                                                                                1775 Sherman St #2075                               
Mass Mutual Life Insurance Co.                                                  c/o Transwestern Property Co.                       
                                                                                1775 Sherman St #2075                               
Massachusetts Mutual Life Insurance Co                                          c/o Mid South Financial                             
                                                                                Attn:  Michelle Meyers 3322 W End Ave               
Max J. & Marjorie N. Breitenbach                                                c/o Little & Sons Property Management               
                                                                                2878 Camino Del Rio Ste 120                         
MAXIM GROUP                                                                     P.O. Box  198572                                    
Maytag Corporation                                                              245 N. Vineland Avenue                              
McAllister Tower                                                                100 McAllister St                                   
McCarthy and Stenson                                                            2100 Capitol Ave.                                   
MCI Telecommunications Corporation                                              2270 Lakeside Blvd                                  
MCI Telecommunications Corporation                                              2270 Lakeside Blvd                                  
MCI Telecommunications Corporation                                              2270 Lakeside Blvd                                  
MCI Telecommunications Corporation                                              1133 19th Street NW                                 
MCI Telecommunications Corporation                                              1133 19th Street NW                                 
MCI Telecommunications Corporation                                              2270 Lakeside Blvd                                  
MCImetro Access Transmission Services                                           C/O MCI Communications Corporation                  
                                                                                1133 Nineteenth Street NW                           
MCIMETRO ACCESS TRANSMISSION SERVICES, INC (MCI ME                              7900 WESTPARK DRIVE                                 
MCIMETRO ACCESS TRANSMISSION SERVICES, INC.                                     2270 LAKESIDE BOULEVARD                             
MCIMETRO ACCESS TRANSMISSION SRVC                                               2270 LAKESIDE BOULEVARD                             
MCLEOD USA                                                                      P.O. Box  3243                                      
MCLEOD USA TELECOMMUNICATIONS INC                                               MCLEOD USA TECHNOLOGY PARK                          
                                                                                P.O. BOX 3177 6400 C STREET SW                      
MCLEODUSA TELECOMM. SVCS.                                                       6400 C STREET SW                                    
McNeil Real Estate Fund XXV, LP                                                 c/o McNeil Real Estate Management                   
                                                                                13760 Noel Road, Suite 600, LB70                    
McRoskey / Armacost Real Estate Operating Co, LLC                               10101 Wilshire Boulevard                            
MEGSINET                                                                        225 W. OHIO ST                                      
Meidinger Associates, LLC                                                       462 S. 4th Avenue, Suite 1630                       
Meiser and Jacquet                                                              3870 Murphy Canyon Rd, Suite 300                    
Melbourne International Communications LTD                                      2571 NE Kirby Ave                                   
Melvin Olsen                                                                    218 E Monument St                                   
Memorial Health Services                                                        c/o Unimed Essex Management 3146 Redhill Ave        
Meridian Associates West                                                        8350 Easet Crescent Parkway, Suite 100              
Meridian Associates West & Bradbury Family Part.                                4601 DTC Blvd, Suite 1000                           
MERIDIAN METROPOLITAN DISTRICT                                                  12111 E BELFORD AVE                                 
Meridian Metropolitan District                                                  8350 East Crescent Parkway, Suite 100               
Meridian Realty Service                                                         147 S. Cherry Street, Suite 200                     
METLIFE                                                                         177 SOUTH COMMONS DRIVE                             
METROMEDIA FIBER NETWORK SERVICES, INC.                                         360 HAMILTON AVENUE                                 
METROPOLITAN GOV'T OF NASHVILLE                                                 PUBLIC SQUARE 204 METRO COURTHOUSE                  
Metropolitan Life                                                               4741 Madison Avenue                                 
MFS NETWORK TECHNOLOGIES INC                                                    1200 LANDMARK CENTER SUITE 1300                     
Miamisburg Commerce Park                                                        2277 Maue Road                                      
MIBX                                                                            31 North Second Street                              
Michael Daly et al                                                              3790 Omec Circle                                    
Michael Thomas                                                                  8615 Elder Creek, Ste 200                           
Mickey Gold                                                                     200 West 10th Street                                
Micromuse Inc.                                                                  139 Townsend St, 5th Floor                          
Micromuse Inc.                                                                  139 Townsend St, 5th Floor                          
MICROSOFT CORPORATION                                                           ONE MICROSOFT WAY                                   
MICROSOFT CORPORATION                                                           3214 W. MCGRAW STREET., SUITE 300                   
Microsoft Corporation                                                           One Microsoft Way                                   
Microsoft Corporation                                                           Attn: Windows Deploy Tools.,                        
                                                                                3214 W. McGraw St., Ste 300                         
Midwest Holding Corp. #14-Westshore Center                                      TC Tennessee, Inc as Agent                          
                                                                                P.O. Box 1000 Department #674                       
Midwest Property Services, LLC                                                  P.O. Box 3489                                       
MILE HIGH ONLINE                                                                1190 S. COLORADO BLVD.                              
Miller Graphics Inc.                                                            4550 Little John St.,                               
Miller-Valentine Partners                                                       4000 Miller-Valentine Court                         
Miller-Valentine Partners                                                       4000 Miller-Valentine Court                         
Milliken Business Center                                                        1119 S. Milliken Avenue, Suite E                    
Mindspring Enterprises, Inc.                                                    1430 West Peachtree Street, Suite 400               
MIP Properties, Inc.                                                            350 South Grand Avenue, 46th Floor                  
Mitsubishi Motors Sales Corporation of America                                  17665 Castleton Street                              
MNE General Partnership                                                         2360 Harvard Street                                 
Montgomery Management Company                                                   8642 Sunset Bouelvard                               
Moore                                                                           8490 East Crescent Parkway, Suite 200               
Morris Investments                                                              P. O. Box  567WBB                                   
MOUNTAIN VIEW ELECTRIC                                                          P. O. Box  1600                                     
Mr. Ashish Vibhakar                                                             23639 Hawthorne Blvd., Suite 300                    
Mr. Bruce Beach and Mr. Donald Beach                                            312 Wilshire Blvd.,                                 
Mr. Costas Fergagis                                                             539 E. Villa Street, Suite 27                       
Mr. David Vickter                                                               1653 S. La Cienega Blvd                             
Mr. Eddie Talbot                                                                950 Aviation Blvd.,                                 
Mr. Gary Wagner                                                                 1600 Strathern Street                               
Mr. James J. Fischer, Trust                                                     c/o Friendship Village of Tempe                     
                                                                                2645 East Southern Avenue, Unit 228                 
Mr. Keyhan Moghaddam                                                            15101 Keswick Street                                
Mr. Mike Nazarian                                                               7122 Beverly Blvd.                                  
Mr. Robert Kramer                                                               1229 Santa Monica Blvd.                             
Mr. Robert Leung                                                                8632 E. Valley Blvd.                                
Mr. Seymour Rosenblum                                                           5315 Laurel Canyon Blvd.,                           
Mr. Sheldon Plutsky                                                             4540 W. Valerio Street                              
Mr. Stam Blaustein                                                              3713 Highland Avenue                                
Mr. Uri Mandelbaum                                                              14857 Roscoe Blvd.                                  
Mr. Walter Huang                                                                15237 Proctor Avenue                                
Ms. Marsha Cummins                                                              6855 Vineland Avenue                                
Munco Inc.                                                                      401 E. Ocean Blvd., Suite 501                       
Municipal Government                                                            217 S. Wahsatch Avenue                              
Murakai Coporation                                                              1740 W. Artesia Blvd.,                              
Murray Seidner                                                                  1290 E. Center Court Dr., Ste.100                   
Myers Baker & Associates                                                        3480 Sunrise Blvd.,                                 
Myron Oats                                                                      8615 Elder Creek Rd, #200                           
N & L, LP                                                                       400 S. Victory Blvd.                                
National Jewish Medical & Research Center                                       1400 Jackson St                                     
National Service Industries Inc. ZEP; Mnfctrng Co.                              325 South State Street                              
NationsBank of North Carolina                                                   2100 Rexford Road                                   
Nautilus-Pegasus Associates                                                     950 17th Street                                     
Navipath                                                                        800 Federal Street                                  
NCS Trust                                                                       9401 Williamsburg Plaza, Suite 103                  
Neo Park                                                                        15491 Neo Parkway                                   
NEO Park Limited                                                                340 Alpha Park                                      
Neodata Services Inc                                                            833 W South Boulder Rd                              
Neodata Services Inc                                                            833 W South Boulder Rd                              
Network Enhanced Telecom                                                        119 W. Tyler, Suite 168                             
NetZero, Inc.                                                                   2555 Townsgate Road                                 
NEUSTAR INC                                                                     FIRST UNION BANK P.O. Box 74563                     
NEUSTAR, INC.                                                                   200 South Wacker Drive, Suite 3000                  
NEUSTAR, INC.                                                                   1800 SUTTER STREET, SUITE 579                       
NEW ENGLAND TELEPHONE & TELEGRAPH                                               c/o Bell Atlantic Corporation                       
                                                                                1095 Avenue of the Americas, 40th Floor             
New Horizon Properties, LTD                                                     12641 E. 166th Street                               
NEW YORK TELEPHONE COMPANY                                                      DBA: BELL ATLANTIC - NEW YORK.,                     
                                                                                C/O ACC NATIONAL TELECOM IND SRVCS.,  400 WEST AVE  
Nexus Properties, Inc.                                                          4350 La Jolla Village Drive, Suite #930             
Nexus Properties, Inc.                                                          4350 La Jolla Village Drive, Suite #930             
Nexus Properties, Inc.                                                          4350 La Jolla Village Drive, Suite #930             
NFC                                                                             9400 Williamsburg Plaza                             
Niesner Family Trust                                                            14655 Titus St                                      
NIKONET/QWEST                                                                   4250 NORTH FAIRFAX DRIVE                            
NORFOLK SOUTHERN CORP                                                           P.O. BOX 277531                                     
NORFOLK SOUTHERN RAILWAY COMPANY                                                600 W PEACHTREE STREET N.W                          
NORFOLK SOUTHERN RAILWAY COMPANY                                                600 W PEACHTREE STREET N.W                          
Norge Partnership                                                               2930 East 3rd Ave                                   
NORTH AMERICAN TELEPHONE NETWORK                                                4151 ASHFORD DUNWOODY RD.                           
NORTH AMERICAN TELEPHONE NETWORK                                                4151 ASHFORD DUNWOODY RD                            
North County Transit District                                                   311 South Tremont St. Right-of-Way Liaison          
North County Transit District                                                   311 South Tremont St. Right-of-Way Liaison          
North County Transit District                                                   311 South Tremont St. Right-of-Way Liaison          
North County Transit District                                                   311 South Tremont St. Right-of-Way Liaison          
North Sacramento Land Company                                                   400 Slobe Ave.                                      
Northmeadows Investments Inc.                                                   c/o QBS Realty & Management                         
                                                                                14 Tri-Park Way, Bldg. 2                            
Northwestern Mutual Life Insurance Company                                      1119 S Milliken Ave Suite B                         
Norton Plaza Associates                                                         11911 San Vincente Blvd                             
NORWEGIAN CRUISE LINE                                                           7665 CORPORATE CENTER DR.                           
NORWEGIAN CRUISE LINE                                                           7665 CORPORATE CENTER DRIVE                         
Norwood Tower, LP                                                               c/o Norwood Tower Management Co.                    
                                                                                114 West 7th Street, Suite 625                      
NTS Properties III                                                              10172 Linn Station Rd.                              
O Toole Properties                                                              2210 O Toole Avenue                                 
O'Connor Development LLC                                                        1600 38th Street Ste 203                            
OHIO EDISON COMPANY                                                             76 SOUTH MAIN STREET                                
OHIO EDISON COMPANY                                                             76 SOUTH MAIN STREET                                
OHIO EDISON COMPANY                                                             76 SOUTH MAIN STREET                                
Ohio Edison Tower LLC-066                                                       c/o McKinley Commercial P.O. Box 3125               
Ohio Restaurant Association                                                     c/o Commercial One Property Services                
                                                                                1515 Bethel Road, Suite 201                         
Olen Commercial Realty Corp.                                                    7 Corporate Plaza                                   
Olen Commercial Realty Corp.                                                    7 Corporate Plaza                                   
Olen Commercial Realty Corp.                                                    7 Corporate Plaza                                   
Olen Commercial Realty Corp.                                                    7 Corporate Plaza                                   
Olen Commercial Realty Corp.                                                    7 Corporate Plaza                                   
Olen Commercial Realty Corp.                                                    7 Corporate Plaza                                   
Olen Commercial Realty Corp.                                                    7 Corporate Plaza                                   
Olen Commercial Realty Corp.                                                    7 Corporate Plaza                                   
Olen Commercial Realty Corp.                                                    7 Corporate Plaza                                   
Olen Commercial Realty Corp.                                                    7 Corporate Plaza                                   
Olen Commercial Realty Corp.                                                    7 Corporate Plaza                                   
Olen Commercial Realty Corp.                                                    7 Corporate Plaza                                   
Olen Commercial Realty Corp.                                                    7 Corporate Plaza                                   
Olen Commercial Realty Corp.                                                    7 Corporate Plaza                                   
Olen Commercial Realty Corp.                                                    7 Corporate Plaza                                   
Olen Commercial Realty Corp.                                                    7 Corporate Plaza                                   
Olen Commercial Realty Corp.                                                    7 Corporate Plaza                                   
Olen Commercial Realty Corp.                                                    7 Corporate Plaza                                   
Olen Commercial Realty Corp.                                                    7 Corporate Plaza                                   
Olen Commercial Realty Corp.                                                    7 Corporate Plaza                                   
Olen Commercial Realty Corp.                                                    7 Corporate Plaza                                   
Olen Commercial Realty Corp.                                                    7 Corporate Plaza                                   
Olen Commercial Realty Corp.                                                    7 Corporate Plaza                                   
Olen Commercial Realty Corp.                                                    7 Corporate Plaza                                   
Olen Commercial Realty Corp.                                                    7 Corporate Plaza                                   
Olen Commercial Realty Corp.                                                    7 Corporate Plaza                                   
Olen Commercial Realty Corp.                                                    7 Corporate Plaza                                   
Olen Commercial Realty Corp.                                                    7 Corporate Plaza                                   
Olen Commercial Realty Corp.                                                    7 Corporate Plaza                                   
Olen Commercial Realty Corp.                                                    7 Corporate Plaza                                   
Olen Commercial Realty Corp.                                                    7 Corporate Plaza                                   
Olen Commercial Realty Corp.                                                    7 Corporate Plaza                                   
Olen Commercial Realty Corp.                                                    7 Corporate Plaza                                   
Olen Commercial Realty Corp.                                                    7 Corporate Plaza                                   
Olen Commercial Realty Corp.                                                    7 Corporate Plaza                                   
Olen Commercial Realty Corp.                                                    7 Corporate Plaza                                   
Olen Commercial Realty Corp.                                                    7 Corporate Plaza                                   
Olen Commercial Realty Corp.                                                    7 Corporate Plaza                                   
Olen Commercial Realty Corp.                                                    7 Corporate Plaza                                   
OLIGARCHY DITCH COMPANY                                                                                                             
Olympic Steel Inc.,                                                             5096 Richmond Rd                                    
Omni Business Park, LP                                                          402 S Milliken Ave Ste A                            
Omnivest Park, LLP                                                              1401 17th Street., Suite 320                        
One American Center                                                             Cooper Realty Investments 1801 Forest Hills Blvd.,  
One Prestige Place Office Building Ltd.                                         4000 Miller-Valentine Court                         
One Southgate Corporation                                                       60 Tejon Street                                     
One Summer Street                                                               MSP One Summer Street, LLC                          
                                                                                c/o Markley Stearns Partners                        
                                                                                875 North Michigan Avenue, Suite 2615               
One Wilshire Arcade Imperial LTD                                                c/o Paramount Group, INC. Dept. 53077               
Organizational Synergies                                                        10980 Wilshire Blvd., Los Angeles, CA               
ORIX GF Denver Venture                                                          100 N. Riverside Plaza Suite 1400                   
Orley & Lenoia Weaver, Family Trust                                             c/o Byco, Inc. 3300 W. Coast Highway                
ORR PROTECTION SYSTEM                                                           P. O. Box  631702                                   
ORR PROTECTION SYSTEM                                                           P. O. Box  631702                                   
ORR PROTECTION SYSTEM, INC.                                                     11379 GROOMS ROAD                                   
Ostendorf Morris c/o Colliers International                                     1100 Superior Avenue                                
Ostendorf Morris Company                                                        P.O. Box 2359                                       
Ostendorf Morris, Co                                                            c/o Colliers International P.O. Box 93107           
Overton, Moore & Associates                                                     1125 W. 190th Street                                
P & H, Ltd.                                                                     P.O. Box 1759                                       
PAC BELL                                                                        4420 ROSEWOOD DRIVE BUILDING ONE, 4TH FLOOR         
PACIFIC BELL                                                                    P. O. Box  60347                                    
PACIFIC BELL MOBILE SERVICES                                                    4420 ROSEWOOD DR BLDG 24TH FLOOR                    
PACIFIC BELL SBC                                                                722 N. BROADWAY 11TH FLOOR                          
PACIFIC CARE OF COLORADO                                                        6455 SOUTH YOSEMITE STREET                          
Pacific Coast Properties (1)                                                    700 Ygnacio Valley Rd.                              
Pacific Coast Properties (2)                                                    700 Ygnacio Valley Rd.                              
PACIFIC GATEWAY EXCHANGE                                                        533 AIRPORT BLVD #505                               
Pacific Gulf Properties                                                         1787 Tribute Road Ste L                             
Pacific Gulf Properties                                                         2760 S Harbor Blvd Ste J                            
Pacific Gulf Properties                                                         2760 S Harbor Blvd Ste J                            
Pacific Gulf Properties                                                         2760 S Harbor Blvd Ste J                            
Pacific Gulf Properties                                                         2760 S Harbor Blvd Ste J                            
Pacific Gulf Properties                                                         2760 S Harbor Blvd Ste J                            
Pacific Gulf Properties                                                         2760 S Harbor Blvd Ste J                            
Pacific Gulf Properties                                                         2760 S Harbor Blvd                                  
Pacific Gulf Properties                                                         2760 S Harbor Blvd Ste J                            
Pacific Gulf Properties                                                         2760 S Harbor Blvd Ste J                            
Pacific Gulf Properties                                                         2760 S Harbor Blvd Ste J                            
Pacific Gulf Properties                                                         2760 S Harbor Blvd                                  
Pacific Gulf Properties                                                         92 Argonaut                                         
Pacific Partners                                                                9363 Wilshire Blvd.,                                
Pacific Partnership                                                             115th Street and Vermillion Road,                   
                                                                                Boulder County, CO                                  
Pacific Plaza Associates                                                        4299 MacArthur Blvd Suite 220                       
Pacific Real Properties                                                         5837 Mission Gorge Road                             
Pacifica Hotel Company                                                          c/o Best Western Sunrise 400 N. Harbor Drive        
Pacifica Investment Co.                                                         18344 Oxnard St.                                    
Padick Partners                                                                 c/o Rita Wu 1200 Wilshire Boulevard, Suite 310      
PAGING NETWORK, INC.                                                            14911 QUORUM DRIVE                                  
Palmer Center, Ltd.                                                             Department 863                                      
Palmer Center, Ltd.                                                             Department 863                                      
Palomar Enterprises, Inc.                                                       825 N. Escondido Blvd                               
Paramount Partners, LLC                                                         3550 Wilshire Boulevard Suite 1620                  
Park Building                                                                   P.O. Box 106050                                     
Park Central Building                                                           412 W. 6th Street 65 E. Harrison Street             
Park Road Shopping Center, Inc.                                                 4012 Park Road                                      
Parksdown Companies                                                             P.O. Box 910454                                     
PARS SVSP II, LLC                                                               7310 Miramar Road, Ste 625                          
                                                                                Acct# MPINDUST-KIOSK2-ICGTELE                       
Pasa Alta Manor                                                                 1790 N. Fair Oaks Avenue                            
Patrict Heights Inc.                                                            5000 Fawn Meadow                                    
Paul Dudum                                                                      180 Hubbell St                                      
Paul E. Iacono                                                                  2510 W. 237th Street Suite 100                      
PDS Technical                                                                   6143 S. Willow Dr. Suite 200                        
Pearl East Partnership, LLP                                                     4875 Pearl East Circle                              
PEOPLESOFT USA INC                                                              CORPORATE LEGAL 4305 HACIENDA DR                    
PERA                                                                            1225 17th Street, Suite 2400                        
                                                                                c/o LaSalle Advisors Limited                        
                                                                                Attn:  PERA Advisor                                 
Perimeter Park Inc.                                                             30 Perimeter Park Drive                             
Phillip Calderon                                                                1822 Hildsbrand Avenue                              
Phillip Goodenough                                                              4154 Wilson Ln                                      
PHOENIX DEVELOPMENT CORPORATION                                                 1316 'N' Street Suite 101                           
Phoenix Home Life                                                               Lockbox Department 2006 P.O. Box 632006             
Phoenix Home Mutual Insurance Company                                           1 American Row                                      
Piedmont Natural Gas Company Inc.                                               1915 Rexford Road                                   
Pieta and San Gal Trust                                                         550 West C St Ste 1820                              
Pinnacle San Antonio, LLC                                                       100 Taylor Street Suite 101                         
Pio V. de Feo                                                                   c/o Enterprise Development Co. P.O. Box 1785        
PIVOTAL SOFTWARE INC                                                            224 W ESPLANNADE SUITE 300                          
PJS of Texas, Inc.                                                              1304 West Oltorf Street                             
PLATTE RIVER POWER AUTHORITY                                                    2000 E HORSETOOTH RD                                
PLATTE RIVER POWER AUTHORITY                                                    2000 E HORSETOOTH RD                                
Plazamerica Inc.                                                                c/o Ameplaza Inc.                                   
                                                                                6046 Cornerstone Ct. West, Suite 130                
Plazamerica Inc.                                                                c/o Ameplaza Inc.                                   
                                                                                6046 Cornerstone Ct. West, Suite 130                
PNC Bank, N.A.                                                                  1084 Solutions Center                               
Point One Telecommunications, Inc.                                              6801 N. Capitol of Texas Highway Suite 100A         
Potrero Hill Investors, Limited Partnership                                     35 Mitchell Blvd Ste 9                              
POUDRE VALLEY RURAL ELECTRIC ASSOCIATION, INC.                                  7649 REA PARKWAY P.O. BOX 272550                    
Prado Partners Ltd                                                              P.O. Box 10638                                      
Pratt Land Limited Liability Company                                            1960 Industrial Circle                              
Pratt Land Limited Liability Company                                            1960 Industrial Circle                              
Pratt Land Limited Liability Company                                            1960 Industrial Circle                              
Pratt Land Limited Liability Company                                            1960 Industrial Circle                              
Pratt Land Limited Liability Company                                            1960 Industrial Circle                              
Pratt Land Limited Liability Company                                            1960 Industrial Circle                              
Pratt Land Limited Liability Company                                            1960 Industrial Circle                              
Pratt Land Limited Liability Company                                            1960 Industrial Circle                              
Pratt Land Limited Liability Company                                            1960 Industrial Circle                              
Pratt Land Limited Liability Company                                            1960 Industrial Circle                              
Pratt Land Limited Liability Company                                            1960 Industrial Circle                              
Pratt Land Limited Liability Company                                            1960 Industrial Circle                              
Pratt Land Limited Liability Company                                            1960 Industrial Circle                              
Pratt Land Limited Liability Company                                            1960 Industrial Circle                              
Pratt Land Limited Liability Company                                            1960 Industrial Circle                              
Pratt Land Limited Liability Company                                            1960 Industrial Circle                              
Pratt Land Limited Liability Company                                            1960 Industrial Circle                              
Pratt Land Limited Liability Company                                            1960 Industrial Circle                              
Pratt Land Limited Liability Company                                            1960 Industrial Circle                              
Pratt Land Limited Liability Company                                            1960 Industrial Circle                              
Pratt Land Limited Liability Company                                            1960 Industrial Circle                              
Pratt Land Limited Liability Company                                            1960 Industrial Circle                              
Pratt Land Limited Liability Company                                            1960 Industrial Circle                              
Pratt Land Limited Liability Company                                            1960 Industrial Circle                              
Pratt Land Limited Liability Company                                            1960 Industrial Circle                              
Pratt Land Limited Liability Company                                            1960 Industrial Circle                              
Pratt Land Limited Liability Company                                            1960 Industrial Circle                              
Pratt Land Limited Liability Company                                            1960 Industrial Circle                              
Pratt Land Limited Liability Company                                            1960 Industrial Circle                              
Pratt Land Limited Liability Company                                            1960 Industrial Circle                              
Pratt Land LLC                                                                  P.O Box 1937                                        
Pratt Management, LLC                                                           2101 Ken Pratt Blvd                                 
Precedent Health Center Realty LLC                                              1650 Filmore Street                                 
Precision Auto Care, Inc.                                                       16801 Hawthorne Blvd.,                              
Preferred Properties Fund 82                                                    7801 East Orchard Road                              
PREMIER SEARCH                                                                  P. O. Box  1067                                     
Prentiss Properties Aquisition Partners                                         P.O. Box 730267                                     
Prentiss Properties LTD Inc                                                     18881 Von Karman Ave                                
Prentiss Properties Natomes, LP                                                 2485 Natomes Park Dr                                
Prestige Management Group                                                       P. O. Box  429                                      
Princeland Properties Inc.                                                      P.O. Box 3938                                       
Princeton Business Park                                                         3353 Bradshaw Rd.                                   
Procomm                                                                         1017 Central Parkway, 112                           
Progressive Insurance                                                           1110 Chapel Hills Drive                             
Prologis North Carolina, LP                                                     P.O. Box 91126                                      
Prologis Trust                                                                  P.O. Box 843778                                     
Prominade Mall Development Corp.                                                4150 Mission Blvd.,                                 
Property Colorado OBJLW                                                         Property Colorado OBJLW P. O. Box  5037, Unit #78   
Prospect Building G.P. c/o Steele Enterprises                                   2868 Prospect Park Drive, Suite 300                 
Provident Life & Accident Insurance Co                                          1720 South Bellaire, Ste 904                        
PRUDENTIAL                                                                      P. O. Box  2300                                     
Prudential Insurance Company of America                                         633 17th Street                                     
Prudential Insurance Company of America                                         90 S. Cascade Ave                                   
Prudential Insurance Company of America                                         633 17th Street                                     
Prudential Insurance Company of America                                         1050 17th Street                                    
Prudential Insurance Company of America                                         1050 17th Street                                    
Prudential Insurance Company of America                                         633 17th Street                                     
Prudential Insurance Company of America                                         633 17th Street                                     
Prudential/Daniel Office Venture, LLC                                           C/O Daniel Realty Corporation.,                     
                                                                                1200 Corporate Dr.,Ste 250                          
Prugnara Corporation                                                            351 California St. Ste 100                          
PS Business Parks, LP                                                           17326 Edwards Road, Suite #115                      
PSINET TRANSACTION SOLUTIONS INC                                                P. O. Box  221441                                   
PUBLIC SERVICE COMPANY OF CO                                                    2701 W 7TH AVENUE                                   
PUBLIC UTILITIES COMMISSION OF OHIO                                             C/O FERRIS & FERRIS 27533 W. DUBLIN-GRANVILLE ROAD  
PUBLIC UTILITIES COMMISSION OF THE STATE OF NEW HA                              8 Old Suncook Road                                  
Quail 600 Ltd. Partnership                                                      c/o Daniel Realty Services, LLC                     
                                                                                3595 Grandview Parkway P.O. Box 43250               
Quality Naturally Foods                                                         18830 E. San Jose                                   
Quinby Building LLC                                                             609 S. Grand Ave., #200                             
Quintiles Pacific, Inc.                                                         10201 Waterridge Circle                             
QWEST COMMUNICATIONS                                                            4250 N. FAIRFAX, SUITE 9W                           
QWEST COMMUNICATIONS                                                            4250 N. FAIRFAX, SUITE 9W                           
QWEST COMMUNICATIONS                                                            4250 N. FAIRFAX, SUITE 9W                           
QWEST COMMUNICATIONS                                                            4250 N. FAIRFAX, SUITE 9W                           
QWEST COMMUNICATIONS                                                            4250 N. FAIRFAX, SUITE 9W                           
QWEST COMMUNICATIONS                                                            4250 N. FAIRFAX, SUITE 9W                           
QWEST COMMUNICATIONS                                                            4250 N. FAIRFAX, SUITE 9W                           
QWEST COMMUNICATIONS                                                            P O BOX 35104                                       
QWEST COMMUNICATIONS CORP                                                       555 SEVENTEENTH STREET                              
QWEST COMMUNICATIONS CORP                                                       555 SEVENTEENTH STREET                              
QWEST COMMUNICATIONS CORP                                                       555 SEVENTEENTH STREET                              
QWEST COMMUNICATIONS CORP                                                       555 SEVENTEENTH STREET                              
QWEST COMMUNICATIONS CORP                                                       555 SEVENTEENTH STREET                              
QWEST COMMUNICATIONS CORP                                                       555 SEVENTEENTH STREET                              
QWEST COMMUNICATIONS CORP                                                       555 SEVENTEENTH STREET                              
QWEST COMMUNICATIONS CORP                                                       4250 N FAIRFAX DRIVE                                
QWEST COMMUNICATIONS CORPORATION                                                4250 NORTH FAIRFAX DRIVE                            
QWEST COMMUNICATIONS CORPORATION                                                4250 N. FAIRFAX DRIVE                               
R&H Mission Gorge, Ltd.                                                         c/o Colliers StepStone LLC                          
                                                                                610 West Ash Street, Ste #1400                      
R.R. Robinson                                                                   2534 State Street                                   
R.S. Mills                                                                      c/o CB Richard Ellis, Reichle Klein P.O. Box 351150 
RAL Group, LTD                                                                  2404 Wilshire                                       
Ramsey Realty Corp.                                                             5407 Bandera Road, 113                              
Randy Mael                                                                      8520 Younger Creek Dr                               
Randy Steinberg                                                                 8720 S. San Pedro                                   
RCB Trust Company                                                               c/o RCB Trust Company 29 Federal Street             
RDST, INC.                                                                      8100 JETSTAR DR., SUITE 100                         
Realtec Associates                                                              P.O. Box 7208                                       
REDSTONE NETWORK SERVICES                                                       PREMIERE HOUSE ELSTREE WAY                          
Reliable Wholesale Lumber, Inc.                                                 5505 Garden Grove Boulevard, Suite 150              
                                                                                c/o Interpacific Asset Management                   
Reliance Development Group                                                      c/o Reliance Insurance Company, Inc.                
                                                                                11878 La Grange Avenue                              
Reliance Development Group c/o Reliance Insurance Company, Inc                  11878 La Grange Avenue                              
Remo Pasouini                                                                   3439 S. Broadway, Suite 202                         
Republic Park Building 99, LLC                                                  c/o ACF Property Mgmt., Inc.                        
                                                                                13440 Ventura Blvd, Ste 200                         
Res-Care, Inc.                                                                  10140 Linn Station                                  
Reserve Building Associates L.P.                                                135 Wesern Reserve Building 1468 W. 9th Street      
RESONATE INC                                                                    385 MOFFETT PARK DR, SUITE 205                      
Rezepka & Associates                                                            c/o Owner's Management Co. 25250 Rockside Road      
RHSC LLC                                                                        90 South Cascade Ave, Ste. 1130                     
RHSC LLC                                                                        90 South Cascade Ave, Ste. 1130                     
Richard A. Lazarus & Family Trust                                               12 Manzanita Ave.                                   
Richard Bertolucci                                                              1717 Stockton Blvd.                                 
Richard Deal                                                                    2557 Albatross Way                                  
Richard Moore                                                                   1420 Fulton Avenue                                  
Richard, Herbert R., Walter J. Brendlen                                         242 Shaw Road                                       
Rick Mower                                                                      1314 H Street                                       
Riger Investment Properties                                                     16207 Ward Way                                      
Ritchie Commercial                                                              2730 Union Avenue                                   
Riverboat Delta King                                                            1000 Front Street                                   
Rob Miller                                                                      1816 19th St                                        
Robert Bell                                                                     2718 Merchantile Drive                              
ROBERT BELTON - BORN INFORMATION SERVICES                                       445 E. Lake Street Suite 120                        
Robert Colman Trust                                                             610 Santa Monica Blvd.,                             
Robert Jones                                                                    P.O. Box 950                                        
Robert Robeson                                                                  101 Eaton Ct                                        
Robert Willard                                                                  1040 S 8th St Ste 101                               
Rock Properties                                                                 c/o Opus Investments, Inc.                          
                                                                                7400 East Caley Avenue, Suite 100                   
Rockfield / Banyan Associates, LP                                               15707 Rockfield Blvd, Suite 345                     
Rockside Investors LP                                                           6200 Rockside Woods Blvd                            
ROCKY MTN. SECURITY SERVICES DBA INTEGRATED SYSTEM                              2171 S. GRAPE ST.                                   
Roger Easley                                                                    1177 Laurelwood Rd                                  
Roll Properties                                                                 13360 E Firestone Blvd                              
Ron Bieber                                                                      1401 El Camino Avenue                               
Roque De La Fuente Alexander Revocable Trust #1                                 5440 Morehouse Dr, Ste 4000                         
Rose Canyon Business Park                                                       4901 Morena Blvd                                    
Rose Realty                                                                     P.O. Box 720                                        
Rosenblum Associates                                                            115 Great Oaks Blvd.                                
Roy A. Woodward                                                                 8781 Cuyamoca, Suite G                              
Royal Century Inc.                                                              320 West Badillo Street, Suite 102                  
Royce Yost                                                                      11103 San Pedro                                     
Ruey F. Hodapp, Jr.                                                             3490 S. Dixie Dr., Suite 114                        
Russell & Lavona Tinsley Living Trust                                           5858 Hollywood Blvd.                                
S. Naimi                                                                        3200 Santa Monica Blvd.,                            
S.B. Jax Ltd.                                                                   c/o Songy Partners Realty, Ltd.                     
                                                                                200 W. Forsyth Street, Suite 800                    
S.X. Callahan Inc.                                                              824 Laredo Street                                   
Safari Business Center                                                          c/o Zebra Properties 2020 Lynx Trail                
Saint Lukes Medical Ctr                                                         1719 East 19th Street                               
Samuel K. Wong                                                                  137 S. 7th Avenue                                   
San Diego 225 RPFIII Limited Liability Co.                                      225 Broadway                                        
San Diego Community College District                                            3375 Camino Del Rio South                           
San Diego Community College District                                            3375 Camino Del Rio South                           
San Diego Community College District                                            3375 Camino Del Rio South                           
San Diego Community College District                                            3375 Camino Del Rio South                           
San Diego Community College District                                            3375 Camino Del Rio South                           
San Diego Community College District                                            3375 Camino Del Rio South                           
San Diego Community College District                                            3375 Camino Del Rio South                           
San Diego Community College District                                            3375 Camino Del Rio South                           
San Diego Community College District                                            3375 Camino Del Rio South                           
San Diego Community College District                                            3375 Camino Del Rio South                           
SAN DIEGO GAS & ELECTRIC CO                                                     101 ASH STREET                                      
San Diego Mayflower                                                             9320 Miramar Road                                   
San Diego Mayflower                                                             9320 Miramar Road                                   
San Diego Mayflower                                                             9320 Miramar Road                                   
San Diego Mayflower                                                             9320 Miramar Road                                   
San Diego Mayflower                                                             9320 Miramar Road                                   
San Diego Tech Center LLC                                                       9605 Scranton Rd #102                               
San Diego Tech Center LLC                                                       9605 Scranton Rd #102                               
San Diego Tech Center LLC                                                       9605 Scranton Rd #102                               
San Diego Tech Center LLC                                                       9605 Scranton Rd #102                               
San Diego Tech Center LLC                                                       9605 Scranton Rd #102                               
San Diego Tech Center LLC                                                       9605 Scranton Rd #102                               
San Diego Tech Center LLC                                                       9605 Scranton Rd #102                               
San Diego Tech Center LLC                                                       9605 Scranton Rd #102                               
San Diego Tech Center LLC                                                       9605 Scranton Rd #102                               
San Franando Cathedral                                                          115 Main Plaza                                      
San Gabriel Valley Medical Center                                               438 W. Las Tunas Dr.                                
San Marcos Pavilion/Las Campanillas Villa                                       703 Palomar Airport Rd., Suite 250                  
Sanderson J. Ray Carnagie Centre Associates                                     2699 White Rd, Ste 150                              
Sanderson J. Ray Carnagie Centre Associates                                     2699 White Rd, Ste 150                              
Sang C Lee & Soon Lee                                                           155 Polo Pony Drive                                 
Sara H. Bissell and Alice Harney                                                6337 Morrison Blvd                                  
Sarah H. Bissell                                                                6230 Fairview Road                                  
Sarah H. Bissell                                                                6302 Fairview Road                                  
SBHI, Inc                                                                       580 N 4th St                                        
SCC COMMUNICATIONS                                                              6285 LOOKOUT ROAD                                   
Scenic Loan Acquisition Partnership                                             c/o Investment Properties Group                     
                                                                                16672 Millikan Avenue                               
SCHWAB RETIREMENT PLAN SERVICES                                                 320 SPRINGSIDE DRIVE, SUITE 350                     
SCI                                                                             8200 Old Brownsville Road                           
Scott Jones                                                                     14526 Jones Maltsberger, #210                       
Scurfield Co.                                                                   1012 2nd Street                                     
Service Corporation International                                               3422 Holly Road                                     
Seymour Rosenblum                                                               5315 Laurel Canyon Blvd                             
SHARED COMMUNICATIONS SERVICES, INC                                             3723 FAIRVIEW INDUSTRIAL DRIVE SE                   
Sharland Investment                                                             3820 Auburn Blvd.                                   
Shaw Business Center                                                            1630 Union Street                                   
Sheldon Appel Company                                                           2148A Federal Lane                                  
Sheldon Gans                                                                    242 E Gish Rd                                       
Shepards                                                                        555 Middlecreek Parkway                             
Sheraton San Diego                                                              1380 Harbor Island Drive                            
Sherrilyn I. Coakes                                                             26465 N. Paso Trail                                 
Shoal Creek No.1, LLC                                                           16901 N. Dallas Parkway, #424                       
Sierra Curtis Neighborhood Association                                          2791 24th Street                                    
Sierra Development Company                                                      One East First Street                               
Signature Services                                                              P.O. Box 2071                                       
Signature Yosemite Limited Liability                                            11344 Coloma Rd                                     
Sinco Investments                                                               5675 DTC Blvd, Suite 120                            
SJ Archulete                                                                    3130 Bradshaw Rd.                                   
                                                                                3330 C. One Half Rd                                 
Square Six Partnership, Ltd                                                     700 3rd Street S.E                                  
Slesnick Realty Co. Ltd                                                         700 3rd Street SE                                   
Slesnick Realty Co. Ltd.                                                        25 Stillman St                                      
SlipNet, Incorporated                                                           2402 Michelson Drive, Suite 270                     
Smyth Asset Management Company                                                  1150 West Third Street                              
Society National Bank                                                           c/o Induflex Properties                             
Soeder Limited                                                                  33230 Lakeland Blvd.                                
Softlanding Systems Inc                                                         84 Elm Street                                       
Solana Beach Towne Centers Investments, LP                                      c/o American Assets, Inc.                           
                                                                                11455 El Camino Real, Suite# 200                    
SOSINC                                                                          4297 SERGEANT RD                                    
SOUTH DAKOTA NETWORK                                                            2900 W. 10TH ST.                                    
South Grammar Office Complex                                                    34 Connecticut Boulevard                            
SOUTHEAST COLORADO POWER ASSOCIATION                                            901 WEST 3RD STREET                                 
SOUTHERN CALIFORNIA EDISON CO                                                   2244 WALNUT GROVE AVE, P. O. Box  800               
SOUTHERN CALIFORNIA EDISON CO                                                   2244 WALNUT GROVE AVE, P. O. Box  800               
SOUTHERN CALIFORNIA EDISON CO                                                   2244 WALNUT GROVE AVE, P. O. Box  800               
SOUTHERN DEVELOPMENT &                                                          64 PERIMETER CENTER EAST                            
Southern National Center LTD Partnership                                        200 S. College Street                               
SOUTHERN TELECOM 1 INC                                                          270 PEACHTREE STREET 15TH FL                        
SOUTHWESTERN BELL                                                               ONE BELL PLAZA, ROOM 280                            
SOUTHWESTERN BELL TELEPHONE                                                     208 S AKARD, ROOM 2802                              
SOUTHWESTERN BELL TELEPHONE CO                                                  1010 PINE STREET                                    
SOUTHWESTERN BELL TELEPHONE COMPANY                                             6500 WEST LOOP SOUTH, ZONE 5-3                      
SOUTHWESTERN BELL TELEPHONE COMPANY                                             ONE BELL PLAZA                                      
SOUTHWESTERN BELL TELEPHONE COMPANY (SWBT)                                      ONE BELL PLAZA                                      
Spieker Properties LP                                                           2200 Powell Street                                  
Spieker Properties LP                                                           655 Montgomery Street, #1400                        
Spieker Properties LP                                                           655 Montgomery Street, 1400                         
SPRINT                                                                          1200 MAIN ST., 10TH FLOOR                           
Sprint Communications Company LP                                                8140 Ward Parkway                                   
Sprint Spectrum LP                                                              4700 South Syracuse, Ste 600                        
ST PAUL FIRE AND MARINE INSURANCE COMPANY                                       385 WASHINGTON ST.                                  
St. Paul Properties Inc                                                         385 Washington Street                               
ST. PAULS GREEK ORTHODOX CHURCH                                                 14 W. Anderson Street                               
Standard Register                                                               600 Albany Street                                   
Stanley & Ruth Crowe                                                            4162 Weisenberger Rd                                
Stanley Blaustein                                                                                                                   
Stanton Partners                                                                1640 Gilbreth Road                                  
STAR TELECOM INC                                                                1145 HIGHBROOK ST, SUITE 411                        
STARNET                                                                         579 FIRST BANK DR, SUITE 100                        
STAR-TEL (STARTEL, STAR TEL)                                                    1200 BRIARCREST DRIVE, SUITE 1000                   
Starwood SVP II, LLC                                                            c/o Trammell Crow Company                           
                                                                                21515 Hawthorne Blvd, Ste 805                       
State of Colorado                                                               Attn: Dept of Personnel,                            
                                                                                      General Support Services., 690 Kipling        
State of Colorado                                                               Attn: Dept of Personnel,                            
                                                                                      General Support Services., 690 Kipling        
State of Colorado                                                               Attn: Dept of Personnel,                            
                                                                                      General Support Services., 690 Kipling        
State of Colorado                                                               Attn: Dept of Personnel,                            
                                                                                      General Support Services., 690 Kipling        
State of Colorado                                                               Attn: Dept of Personnel,                            
                                                                                      General Support Services., 690 Kipling        
State of Colorado                                                               Attn: Dept of Personnel,                            
                                                                                      General Support Services., 690 Kipling        
STATE COMMUNICATIONS                                                            200 N. MAIN STREET, SUITE 303                       
STATE OF ALABAMA/GTE SOUTH, INC                                                 PO BOX 997                                          
State of California Public Employees Retirement Sy                              400 P Street, Room 3310                             
STATE OF COLORADO                                                               690 KIPLING STREET                                  
STATE OF COLORADO DEPT OF TRANSPORTATION                                        4201 E ARKANSAS                                     
STATE OF GEORGIA                                                                2 CAPITOL SQ                                        
STATE OF NORTH CAROLINA                                                         P. O. Box  25000                                    
STATE OF NORTH CAROLINA                                                         COUNTY OF MECKLENBURG NORTH CAROLINA STATE OF       
                                                                                  DEPT OF TRANSPORTATION DIVISION OF HIGHWAYS       
State Teachers Retirement System                                                11755 Wilshire Blvd                                 
STD, Ltd                                                                        2901 Saco St                                        
Stephen Brandenburger                                                           11290 Trade Center Drive                            
Stephen J. Whicahard                                                            225 Broadway, Ste 1700                              
                                                                                c/o Sentre Partners Attn:  Audrey Asaro             
STERLING TELECOMMUNICATIONS                                                     215 SOUTH LA CIENEGA BLVD, SUITE 205                
Steve Bayes                                                                     6127 Fair Oaks  Blvd                                
Steven C. Hallman Press                                                         13624 Floyd Circle                                  
Strawberry Holding, Inc.                                                        2350 17th Avenue, Suite 205                         
Stuart Gruendl                                                                  2067 Mountain Blvd                                  
Summit Office Park                                                              Summit Three, Acct# 63ICG01 P.O. Box 72393          
Summit Office Park                                                              Summit One P.O. Box72391                            
Sunbelt-Varna, LTD                                                              7633 Varna Avenue                                   
SUPERIOR                                                                        24012 CALLE DE LA PLATA SUITE 470                   
Surrendra & Savita Gorel                                                        2740 Telegraph Avenue                               
Sutton Properties                                                               2174 Harris Avenue, Suite 5                         
Suzanne Kilmer                                                                  3835 J Street                                       
Swedish Hospital                                                                701 E. Hampden Avenue                               
Swedish Medical Center                                                          6169 S. Balsam Way                                  
T Allan & J Henry et al                                                         439 Eccles Avenue                                   
T.P. Corporation                                                                6189 Mayfield Rd, Ste 202                           
T.P. Corporation                                                                6189 Mayfield Rd, Ste 202                           
Taber Consultants                                                               c/o Al Taber 3911 W. Capitol Avenue                 
Tabor Center Associates, L.P.                                                   1200 17th Street, Suite 1130                        
TCAST COMMUNICATIONS, INC (T CAST)                                              624 SOUTH GRAND AVENUE, #2900                       
Tegra Telephone Systems, LLC                                                    200 West 10th Street                                
TEKSYSTEMS                                                                      7301 PARKWAY DRIVE                                  
TEKSYSTEMS, INC                                                                 7301 PARKWAY DRIVE                                  
TELECOM AFFILIATES INC                                                          2601 SOUTH LEMAY, SUITE 36                          
Telehub, Inc.                                                                   65 Manor Road                                       
Telemax System                                                                                                                      
TELEPACIFIC CORPORATION                                                         515 S FLOWER ST, #4900                              
TELEPACIFIC CORPORATION                                                         800 W. 6TH STREET                                   
Teresa Sharp                                                                    7217 Bandera Road, Building B                       
Terry R O'Neill                                                                 23221 S. Pointe Drive, Suite 103                    
Th Harris Group Partners                                                        330 South Tryon                                     
The Beerman Realty Company                                                      11 West Monument Building                           
The Brentwood at Kiowa, HOA                                                     11500 San Vicente Blvd.                             
The Briargate Joint Venture                                                     7710 North Union Blvd                               
The Burnham Insitute                                                            10901 N. Torrey Pines Road., Suite 500              
The Chateau                                                                     20501 Venture Boulevard, Suite 220                  
The Clorox Company                                                              1221 Broadway                                       
The Equitable Life Assurance Society of the US                                  COMPASS M&L - Denver 21201 Network Place            
The First National Bank of Boston                                               99 west Street                                      
THE FOXWORTHY PARTNERSHIP                                                       1601 Jackson Street, Suite 200                      
The French Company                                                              2500 Michelson Drive, Ste 250                       
The Galbreath Company                                                           33 West First Street                                
The Galbreath Company                                                           40 West Fourth Street                               
The Goathill Group, LLC                                                         5670 Greenwood Plaza Blvd                           
The Lafayette Partnership                                                       523 S. Louisiana Street, Suite 100                  
The Lebovic Family Trust                                                        7021 Radford Ave                                    
The Parklane Company                                                            P.O. Box 2725                                       
The Realty Assoc Fund IV/Tri Freeway Business Park                              P. O. Box  51921, Unit X                            
The Secretary of the Army                                                       Omaha District, Corps of Engineers                  
                                                                                ATTN: CENWO-RE-MM 215 N 17th Street                 
THE SUPREME COURT LTD                                                           c/o Ivan Bruner 5555 Odana Road, Suite 115          
The University of Denver                                                        2301 South University Boulevard                     
THE ZELLERBACH FAMILY FUND                                                      C/O  B.E. PROPERTIES                                
                                                                                120 MONTGOMERY STREET, SUITE 2000                   
Thomas A. Hollfelder                                                            760 Arrow Grand Circle                              
Thomas Gabele                                                                   6125 El Pomar Drive                                 
Thomas H. Oneal Revocable Trust                                                 19039 E. Plaza Drive                                
Three Cloverleaf Parkway                                                        5525 Cloverleaf Parkway                             
Thruway Court LLC                                                               c/o HKS Realty Associates                           
                                                                                290 Elwood Davis Road, #306                         
Thunderstone-Expansion Programs International Inc.                              11115 Edgewater Drive                               
Tiernan Communications                                                          11025 Roselle St                                    
TIME WARNER ENTERTAINMENT LP C/O TIME WARNER CABLE NORTHEAST OHIO               1655 BRITTAIN ROAD                                  
TIME WARNER ENTERTAINMENT LP C/O TIME WARNER CABLEVISION OF CHARLOTTE           316 E. Morehead Street                              
TIME WARNER ENTERTAINMENT LP C/O TIME WARNER CABLEVISION OF CHARLOTTE           316 E. Morehead Street                              
TIME WARNER ENTERTAINMENT LP C/O TIME WARNER CABLEVISION OF CHARLOTTE           316 E. Morehead Street                              
TIME WARNER TELECOM                                                             10475 PARK MEADOWS DRIVE                            
TIME WARNER TELECOM                                                             4001 Main Street                                    
Todd Smith                                                                      6920 Miramar Road                                   
Toebben, LTD.                                                                   541 Buttermilk Pike, Suite 104                      
Tokai Financial Services, Inc.                                                  Reference # 24162043 P.O. Box 105819                
Tom and Barbara Schmidt                                                         2828 Q Street                                       
Tom Cheng                                                                       2149 Old Oakland Rd                                 
Tom Cook                                                                        2020 Hurley Way                                     
Tom Keberlein Construction, LLC                                                 2990 29th Street, Unit 7                            
Tower Corporation                                                               1405 Curtis Street                                  
Town & Country Foods                                                            3115 E. Mulberry                                    
Toyo Real Estate Company USA, Inc.                                              600 Wilshire Blvd.                                  
Toyo Real Estate Company USA, Inc.                                              600 Wilshire Blvd.                                  
TRANSACTION NETWORK SERVICES (TNS)                                              1939 ROLAND CLARKE PLACE                            
TRANSACTION NETWORK SERVICES (TNS)                                              1939 ROLAND CLARKE PLACE                            
TRANSAMERICA                                                                    1150 SOUTH OLIVE STREET                             
TRANSTEL COMMUNICATIONS, INC. D/B/A NATIONAL NETWO                              324 SOUTH STATE, SUITE 308                          
TRAVERS REALTY CORP.                                                            550 SOUTH HOPE STREET, 26TH FLOOR                   
Tres Limited c/o Total Management                                               1201 16th Avenue South                              
Triad Property Management                                                       123 S. Alvarado Street                              
Triangle Real Estate Services, Inc.                                             P.O. Box 30917                                      
Trident Center Partners                                                         11355 W. Olympic Blvd.,                             
TriNet Essential Facilities X, Inc.                                             Four Embarcadero Center                             
Tri-State Improvement Co c/o Compass Management & Leasing                       105 East 4th Street                                 
Triton Overseas Transportation                                                                                                      
TT Consulting                                                                   15398 S.W. 153rd Street                             
Two American Center                                                             Cooper Realty Investments 1801 Forest Hills Blvd.   
Two First Unio Centre                                                           301 South Tryon Street, Suite 1910                  
Two North Twentieth, L.P.                                                       2 North 20th Steert                                 
Ultima Holdings LLC                                                             55 Marietta Street, N.W., Suite 1555                
UniFirst Holdings L.P. dba UniFirst                                             3047 E. Commerce St.,                               
UNION PACIFIC                                                                   37847 SHINN STREET                                  
Union Pacific Railroad                                                          1416 Dodge Street                                   
UNION PACIFIC RAILROAD COMPANY                                                  1800 FARNAM ST.                                     
UNION PACIFIC RAILROAD COMPANY                                                  37847 SHINN STREET                                  
United Building Associates                                                      707 S. Broadway, Suite 411                          
United Office Inc.                                                              217 E. Stone Avenue, Suite 10                       
UNITED PARCEL SERVICE                                                           P.O. BOX 505820                                     
UNITED PERSONNEL                                                                7720 E. BELLEVIEW, SUITE B-103                      
United States Realty & Investment Co                                            c/o Murphree Properties, Inc. P.O. Box 653          
United Way                                                                      8912 Volunteer Ln Ste 200                           
University National Bank Center J V                                             2696 South Colorado Blvd                            
University of Texas System                                                      201 West 7th Street, Room 430                       
University Town Center Associates LP                                            c/o TrizecHahn Offices Properties Inc.              
                                                                                233 S. Wacker Rd., Ste 3330                         
US ARMY., Omaha District, Corps of Engineers                                    Attn: CENWO-RE-MM., 215 N. 17th Street              
US COM INC                                                                      146 W. COURTLAND                                    
US COM INC                                                                      146 W. COURTLAND                                    
US COM, INC.                                                                    2201 GLENARM PLACE                                  
US WEST COMMUNICATIONS                                                          1801 CALIFORNIA ST., RM 2330                        
US WEST COMMUNICATIONS                                                          800 MAIN STREET                                     
US WEST COMMUNICATIONS INC                                                      1801 CALIFORNIA, ROOM 2410                          
Utah State Retirement Fund                                                      Sierra Properties, Inc. 102 South Tejon, Suite 104  
Valley Business Park                                                            1516 N Fairfax Ave                                  
Valley Community Health Center                                                  157 Main St                                         
Valley Presbyterian Hospital                                                    c/o Transcon Property Services Partners             
                                                                                15211 Vanowen Avenue                                
Valley Village                                                                  20830 Sherman Way                                   
ValleyLab, Inc.                                                                 5920 Longbow Drive                                  
VANION, INC.                                                                    2 NORTH CASADE, SUITE 900                           
VANKAMPEN INVESTMENTS, INC.                                                     ONE PARKVIEW PLAZA                                  
Vault/Land Limited Co.                                                          2115 Wales Avenue N.W.                              
VENTURE REALTY                                                                  101 North West 75th Street, Suite 1                 
VERIO TEXAS                                                                     2499 SOUTH CAPITAL OF TEXAS HIGHWAY                 
VERIZON                                                                                                                             
Vernon C. Genn                                                                  950 Parker Street                                   
Versacom, Inc                                                                   801 W Mineral Ave                                   
VERTEX INC                                                                      1041 OLD CASSATT ROAD                               
VERTEX INC                                                                      8410 BRYN MAWR                                      
VIATEL, INC                                                                     800 3RD AVENUE                                      
Victor Dallari, Jr.                                                             11363 Folsom Blvd.                                  
VILLAGE OF VALLEY VIEW                                                          6848 HATHAWAY ROAD                                  
VILLAGE OF VALLEY VIEW                                                          6848 HATHAWAY ROAD                                  
Vincent Maita                                                                   2500 Auburn Blvd                                    
Vincent Vanni                                                                   c/o Harrison Vanderslice, Drawer 610                
Vine Properties                                                                 3255 Wilshire Blvd.                                 
Violette Florika                                                                8666 Commerce Avenue                                
VIP Plaza                                                                       2209 N. San Gabriel Blvd.                           
VISTA VOICE AND DATA                                                            P.O. BOX 25459                                      
Vitesse Semiconductor, Inc.                                                     741 Calle Plano                                     
VNET                                                                            325 East 9th Street                                 
VOICE VISION INTERNATIONAL                                                      444 S. Flower Street Suite 4188                     
WALLER CREEK COMMUNICATIONS                                                     1801 N. LAMAR BOULEVARD, SUITE M                    
WALLER CREEK COMMUNICATIONS                                                     1801 N. LAMAR BOULEVARD, SUITE M                    
Wang Partnership                                                                5325 Pacific Coast Highway                          
Ward, Asel, Sunthimer & Co. P.C.                                                5495 Belt Line Road, #170                           
Warner Redhill Association, LTD                                                 c/o Insignia/ESG 15941 Redhill Avenue               
Watt Management Co.                                                             1000 East Garvey Avenue South                       
Waxie Enterprises, Inc.                                                         9353 Waxie Way                                      
WCB Five Limited Partnership                                                    c/o PM Realty Company LP 9450 Scranton Road, Ste 105
WCB Five Limited Partnership                                                    c/o PM Realty Company LP 9450 Scranton Rd, Ste 105  
Webster Street Partners LTD                                                     2101 Webster Street                                 
WECS Corporation                                                                1736 E. Sunshine, Suite 304                         
Weigand-Omega Management, Inc                                                   333 S. Broadway, Suite 105                          
West Capital Partners                                                           825 Harbor Blvd                                     
WEST COAST PORTABILITY SERVICES, LLC                                            AND NEUSTAR, HTTP://WWW.NUMBERPOOL.COM              
West Court Square                                                               Triad Properties Corp 200 Westside Square, Suite 53 
West End Properties, LLC                                                        P.O. Box 640754                                     
West First Plaza, LLC                                                           c/o Stratford Business Corp                         
                                                                                130 W. 2nd Street, Suite 628                        
West Investment Properties                                                      1000 E. Garvey Avenue South                         
West Jefferson Place                                                            c/o The Gibson Co. 340 S. Broadway, Suite 102       
West Mall Associates LLP                                                        8686 19th St                                        
West Point Development Co                                                       910 54th Avenue                                     
Western Farm Credit Bank                                                        3636 American River Dr                              
Western Union ATS, Inc.                                                         2400 N. Glenville Drive                             
Western Union, ATS, Inc                                                         2400 N. Glenville Drive                             
Westport, LTD                                                                   333 West Hampden Avenue, Suite 800                  
Westside Residence Hall, Inc                                                    733 South Hindry Avenue                             
W-F Associates, LTD Partnership                                                 101 North Tryon Street                              
Whittington Realty Partners                                                     10300 Linn Station                                  
WHML-S Real Estate Limited Partnership                                          c/o Grubb & Ellis Management Services, Inc.         
                                                                                2001 Park Place North, Suite 910                    
WHML-S Real Estate Limited Partnership                                          c/o Grubb & Ellis Management Services               
                                                                                2001 Park Place North, Suite 910                    
WHPX-S Real Estate Limited Partnership                                          P.O. Box 2910                                       
Willard & Company                                                               4000 Dahlia St                                      
Willard Computers                                                               276 West Bangle Road                                
William C. Godley                                                               415-D Minuet Lane                                   
William or Sharon Reininger                                                     10934 Lin-Vale Drive                                
Willow Trace II Associates LP                                                   830 Fesslers Parkway, Suite 100                     
Wilshire Center Inc                                                             3255 Wilshire Blvd                                  
Wilson Plaza Associates LP                                                      606 N. Carancahua, Suite 900                        
Wilson Plaza Associates, LP                                                     606 N. Carancahua Street                            
Wilson Plaza Associates, LP                                                     606 N. Carancahua Street                            
WJS, Inc.                                                                       5031 Birch Street, Suite D                          
WJS, Inc.                                                                       5031 Birch Street, Suite D                          
WJS, Inc.                                                                       5031 Birch Street, Suite D                          
WKB Value Partners, LP-Eaton Center                                             c/o CB Richard Ellis 1111 Superior Ave., Suite 1105 
Wohl/Valley Plaza                                                               2402 Michelson Drive, Suite #170                    
Woodmen Office Campus 3 JV, LLC                                                 400 S Colorado Blvd, Ste 210                        
Woodmen Office Campus 4 JV LLC                                                  7350 Campus Drive                                   
WORLD TOUCH COMMUNICATIONS, INC (WORLDTOUCH)                                    1144 NORTH PLANN ROAD, SUITE 1400                   
Writer Corporation                                                              27 Inverness Drive East                             
WW & LJ Gateways Ltd                                                            11111 Santa Monica Boulevard, Ste 100               
WW & LJ Gateways Ltd                                                            11111 Santa Monica Boulevard, Ste 100               
Yehuda Lavee, Gideon Goldman and Yehuda Handel                                  16161 Roscoe Blvd                                   
Yellow Transportation LLC                                                       7500 E 41st St                                      
Young Life Inc                                                                  420 North Cascade Ave                               
Zellerbach Family Fund                                                          c/o B.E. Properties 120 Montgomery, Ste 2000        
Ziff Properties Inc                                                             P.O. Box 751554                                     
ZNET, INC.                                                                      777 SOUTH HIGHWAY 101, SUITE 204                    
Zufu Properties Company, LTD                                                    c/o Total Properties Management Company             
                                                                                3530 Wishire Blvd                                   
Zufu Properties Company, LTD                                                    c/o Total Properties Management Company             
                                                                                3530 Wishire Blvd                                   
Zufu Properties Company, LTD                                                    c/o Total Properties Management Company             
                                                                                3530 Wishire Blvd                                   
Zufu Properties Company, LTD                                                    c/o Total Properties Management Company             
                                                                                3530 Wishire Blvd                                   
Zufu Properties Company, LTD                                                    c/o Total Properties Management Company             
                                                                                3530 Wishire Blvd                                   

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ICG Communications, Inc.                                                                                                
Listing of Executory Contracts and Unexpired Leases                                                                     
To be Assumed                                                                                                           
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                    Non-Debtor Party to Lease/Contract - Continued                                                      
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                                                                                               Address                  
------------------------------------------------------------------------------------------------------------------------
Name                                                                                  City           State    Zip       
------------------------------------------------------------------------------------------------------------------------
                                                                                                                        
10 Parkway Plaza Associates                                                        Charlotte          NC     28202      
1000 Atlantic Avenue/Aegis Corporate Services                                       Oakland           CA     94607      
1001 Euclid Associates Company, Ltd                                                Cleveland          OH     44115      
1001 Euclid Associates Company, Ltd                                                Cleveland          OH     44115      
1052 West Peachtree, LLC                                                            Atlanta           GA     30309      
111 Dayton Association LTD                                                           Dayton           OH     45402      
11601 Wilshire Associates                                                         Los Angeles         CA     90025      
1200 Wilshire Building, Ltd                                                       Los Angeles         CA     90017      
12039 W. Alameda Parkway                                                            Lakewood          CO     80112      
129 W. Trade Street, L.L.C.                                                        Charlotte          NC     28202      
130 West Second Ltd.                                                                 Dayton           OH     45402      
1331 17th Inc                                                                       Vandalia          OH                
1331 17th Street, Inc.                                                               Denver           CO     80202      
1340 Old Bayshore Associates                                                       Burlingame         CA     91010      
13857 Hawthorne Blvd. Land Trust                                                   Hawthorne          CA     90250      
161 Inverness Drive West                                                           Englewood          CO     80112      
1655 Walnut Street, LLC                                                             Boulder           CO     80302      
1700 I Street Associates                                                           Sacramento         CA     95819      
17Th Street Plaza Realty Holding                                                    Chicago           IL     60690      
1800 NE Loop                                                                     San Antonio         TX     78217       
1903 S. Broadway Company                                                           Rochester          MN     55904      
1940 Blake St, Ste 301                                                               Denver           CO     80202      
200 North Third Ave                                                                Camp Hill          PA   17001-1394   
2060 Broadway                                                                        Denver           CO     80206      
2100 West Loop South                                                                Houston           TX     77027      
2221 Bijou Limited Liability Company c/o Fieldhill Properties                   Colorado Springs      CO     80909      
2450 South Trust Tower                                                             Birmingham         AL     35223      
280 Associates, L.L.C.                                                                                                  
30 P-Park, LLC                                                                      Atlanta           GA     30341      
300 Market Street Partnership                                                       Oakland           CA     94607      
3000 Pearl Street Boulder                                                          Boulder           CO     80301       
3222 Winona Bldg., LLP                                                          North Highlands       CA     95660      
3310 West End, LLC                                                                 Cincinnati         OH   45264-0754   
3411 Investments                                                                     Dayton           OH     45439      
3825 Newport Street                                                                  Denver           CO     80210      
3875 Wilshire Company                                                             Los Angeles         CA     90005      
3rd St. LTD                                                                          Boulder          CO                
410 Seventeenth Street Corp                                                          Denver           CO     80202      
519 Carolina                                                                      San Antonio         TX     78210      
55 Almaden Bouelvard Partners                                                     Los Angeles         CA     90025      
5901A Peachtree-Dunwoody Road C/O Palisades One                                     Atlanta           GA     30328      
5th Avenue Professional Center                                                     San Diego          CA     92101      
6060 Partnership                                                                    Boulder           CO   80301-3323   
6310 Fairview Road                                                                Charlotte          NC     28210       
6401 Morrison Boulevard                                                            Charlotte          NC     28211      
641 Mission Street Partners                                                      San Francisco        CA     94103      
65 Public Square Associates                                                       Wilkes-Barre        PA     18701      
700 Prospect Corporation                                                           Cleveland          OH     44115      
707 L.L.C. or 2850 L.L.C.                                                                                               
717 S Wells, LLC                                                                    Chicago           IL     60607      
75 Broad LLC                                                                        New York          NY     10004      
770 L Street Investment Group, Inc.                                                Sacramento         CA     95814      
8670 Property Partners LTD                                                       Beverly Hills        CA     90211      
888 Craycroft Properties                                                             Tucson           AZ   85704-4339   
910 Associates, Inc.                                                                 Denver           CO     80202      
9100 San Pedro Avenue                                                             San Antonio         TX     78216      
9174 S. Jamaica                                                                      Tulsa            OK     74103      
96 Inverness LP                                                                    Englewood          CO     80112      
9620 Chesapeake Building                                                           San Diego          CA     92123      
Academy Travel Network                                                                                                  
Accelerated Bureau of Collections Inc                                              Englewood          CO     80111      
Access Developer                                                                   San Diego          CA     92121      
Access Developer                                                                   San Diego          CA     92121      
Access Transmission Services                                                       Rchardson          TX     75082      
ACF Plaza                                                                         Los Angeles         CA     90010      
ACF Properties                                                                     Englewood          CO     80111      
ACI                                                                                Vacaville          CA   95696-6269   
Action Instruments                                                                 San Diego          CA     92123      
Action Investments                                                                 Escondido          CA     92025      
Actors Theatre of Louisville, Inc.                                                 Louisville         KY     40202      
Actors Theatre of Louisville, Inc.                                                 Louisville         KY     40202      
Adaptec                                                                             Longmont          CO     80503      
ADC SAVILLE                                                                                                    0        
Adkisson Vibeke                                                                    Englewood          CO     80110      
Adler Office Associates, Ltd.                                                        Miami            FL     33126      
ADS Switch Partners, LLC                                                           Sacramento         CA     95814      
ADT Security Systems, Inc.                                                           Aurora           CO                
Advanced Property Management & Leasing                                              Lakewood          CA     90712      
Adventure Unlimited                                                                Englewood          CO     80111      
AEP COMMUNICATIONS LLC                                                              Columbus          OH     43215      
AEP Communications, LLC                                                             Columbus          OH     43215      
Aero Industrial                                                                    San Diego          CA   92112-3010   
Aero Park Associates                                                               San Diego          CA     92123      
Aetna  Life Insurance Co.                                                            Denver           CO     80202      
Aetna Life Insurance                                                                 Denver           CO     80202      
Aetna Life Insurance Co.                                                           Charlotte          NC     28209      
Affiliated Medical Practices                                                        Columbus          OH     43205      
Affordable Travel                                                                    Austin           TX     78756      
Aggreko, Inc.                                                                    Commerce City        CO     80022      
AGT International Inc.  BDSI Inc D/B/A Beechwood                                    Columbus          OH     43202      
AIG Life Insurance Co                                                                Denver           CO     80202      
Alameda Credit Union                                                                Alameda           CA     94501      
Alameda Real Estate Investments                                                     Alameda           CA     94501      
Alamo Management                                                                  San Antonio         TX     78230      
Alexander Street Investors, LLC                                                    Charlotte          NC     28202      
All Crane Erection & Rental Inc                                                    Cleveland          OH     44142      
All State Management Co                                                              Akron            OH     44310      
ALTA Broadcasting                                                                   San Jose          CA     95113      
AmCap/Denver Limited Partnership                                                    Lakewood          CO     80228      
American Baptist Churches of the Pacific Southwest                                   Covina           CA     91724      
American Electric Power                                                             Columbus          OH     43215      
American Housekeeping                                                                Dallas           TX     75208      
American Humane Association                                                        Englewood          CO     80112      
AMERICAN RECOVERY SERVICE, INC                                                  Highlands Ranch       CO   801631172    
AMERICAN TELECONFERENCING SERVICES, INC.                                        COLORADO SPRINGS      CO     80919      
America's First Federal Credit Union                                               Birmingham         AL     35203      
Ameritech / Prism                                                                                              0        
Ameritech Information Industry Srvs                                                Milwaukee          WI     53202      
Amerivoice Corporation                                                               Akron            OH     44303      
AmSher Collection                                                                  Birmingham         AL     35203      
Amstar Denver Ltd.,                                                                  Denver           CO     80265      
Anderson Family Trust                                                           City of Industry      CA     91748      
Andrew Earl Karsh                                                                  San Diego          CA     92120      
Andrews-Bloom Investments LP                                                     San Francisco        CA     94080      
Anemone Properties Associates, L.P.                                                Englewood          CO     80111      
ANS Communications, Inc.                                                            Purchase          NY     10577      
Anthony J. Kutschera                                                             Atlantic City        NJ     08404      
Apollo-Pacifica, LLC                                                               Cleveland          OH                
ARAG Group                                                                         Des Moines         IA     50309      
Aragon, Debra                                                                      Englewood          CO     80112      
Arapahoe & Revere Business Center LLC                                              Englewood          CO     80112      
Arapahoe & Revere Business Center LLC                                              Englewood          CO     80112      
Arden Landmark, L.L.C.                                                            Indianapolis        IN     46206      
Arden Realty Limited Partnership                                                 San Francisco        CA   94120-7636   
Arden Realty, Inc.                                                                Conshohocken        PA     19428      
Arena Group 2000, LLC                                                              San Diego          CA     92210      
Argora Properties, LP                                                                Topeka           KS     66603      
Art Letich Realtors                                                                San Diego          CA     92116      
Artesia Data Systems, Inc.                                                         Willoughby         OH                
Arthur Bros Investment Co                                                         Santa Clara         CA     95051      
Arts Center Foundation                                                               Dayton           OH     45402      
Arts Center Foundation                                                               Dayton           OH     45402      
Arunee & John Pattaphongse                                                        Los Angeles         CA     90021      
Asean Telecom                                                                   Rowland Heights       CA     91708      
Ashford Loop Associates, L.P.                                                        Newark           NJ     71989      
Ashisk Vibhakar                                                                     Torrance          CA     90505      
Ashley Weyland                                                                    San Antonio         TX     78222      
Aspen Properties LP                                                                  Orange           CA     92668      
Assistance League of Huntington Beach                                           Huntington Beach      CA     92648      
AT&T                                                                                NEW YORK          NY   10013-2412   
AT&T COMMUNICATIONS, INC                                                            NEW YORK          NY     10013      
Atomic Investments, Inc.                                                             Vista            CA     92083      
Atrium Properties, LLC                                                            Garden Grove        CA     92845      
Augustus Properties                                                                 Burbank           CA     91502      
Auraria Foundation                                                                   Denver           CO     80217      
Auraria Higher Education Center                                                      Denver           CO     80217      
AVCO Center Corporation                                                           Los Angeles         CA     90049      
Aweida Investment                                                                   Boulder           CO     80301      
B. Donald Grant                                                                   Los Angeles         CA     90064      
Balco Properties                                                                  Walnut Creek        CA     94596      
Bank Building Limited Partnership, NW                                               Atlanta           GA     30303      
Barber Dairies, Inc.                                                               Birmingham         AL     35209      
Barber Dairies, Inc.                                                               Birmingham         AL     35209      
Barber Dairies, Inc.                                                               Birmingham         AL     35209      
Barber Dairies, Inc.                                                               Birmingham         AL     35209      
Barber Dairies, Inc.                                                               Birmingham         AL     35209      
Barber Dairies, Inc.                                                               Birmingham         AL     35209      
Barclays American Corporation                                                      Charlotte          NC     28231      
Barry Avenue Plating Co., Inc.                                                    Los Angeles         CA     90064      
Batavia Investors LLC                                                                Orange           CA     92865      
Bath Technology Associates                                                           Akron            OH     44333      
Bath Technology Associates                                                           Akron            OH     44333      
Bay 511 Corp                                                                       Englewood          CO     80111      
Bay 511 Corp                                                                       Englewood          CO     80111      
Bay 55 Corporation                                                                                                      
Bay Area Professional                                                            Corpus Christi       TX     78412      
BayView Center                                                                     San Diego          CA     92101      
BCI Properties Company # 44                                                        Charlotte          NC     28217      
BCI Properties Company # 44                                                        Charlotte          NC     28217      
BCI Properties Company # 44                                                        Charlotte          NC     28217      
BCI Properties Company # 44                                                        Charlotte          NC     28217      
BCI Properties Company # 44                                                        Charlotte          NC     28217      
BCI Properties Company # 44                                                        Charlotte          NC     28217      
BCI Properties Company # 44                                                        Charlotte          NC     28217      
BCI Properties Company # 44                                                        Charlotte          NC     28217      
BCI Properties Company #44                                                         Charlotte          NC     28217      
BCI Property Co. No. 10                                                            Charlotte          NC     28211      
BCI Property Company # 10                                                          Charlotte          NC     28211      
BCI Property Company # 11                                                          Charlotte          NC     28211      
BCI Property Company # 111                                                         Charlotte          NC     28209      
BCI Property Company # 21                                                          Charlotte          NC     28211      
BCI Property Company # 43                                                          Charlotte          NC     28211      
BDSI d/b/a Beechwood Intercom                                                        Clark            NJ     07066      
Beechcroft Building Partnership                                                     Columbus          OH     43229      
Beerman Realty Company                                                               Dayton           OH     45402      
Belk Brothers Properties Inc.,                                                     Charlotte          NC     28217      
Bell Atlantic-Virginia Inc.                                                         New York          NY     10036      
Bell South Interconnection Services                                                Birmingham         AL     35203      
BellSouth Telecommunications Inc.                                                  Birmingham         AL     35203      
BellSouth Telecommunications Inc.                                                  Birmingham         AL     35243      
Benjamin Ford                                                                      San Diego          CA     92101      
Benjamin Ford                                                                      San Diego          CA     92101      
Bernstein Investments                                                                                                   
BetaWest-Scanticon Joint Venture                                                   Englewood          CO     80112      
Beutler Heating and Air, Inc.                                                      Sacramento         CA     95827      
Beverly Hills Center, LLC                                                            Dallas           TX     75201      
Bijou LTD Liability Co.                                                         Colorado Springs      CO     80909      
Birmingham Realty Company                                                          Birmingham         AL     35203      
Bitro Telecom                                                                     Los Angeles         CA     90017      
Bixby Ranch Company                                                                Seal Beach         CA     90740      
BJCC Authority                                                                     Birmingham         AL     35203      
Blue Cross Blue Shield                                                             Cleveland          OH     44115      
Blue Cross of California                                                         Woodland Hills       CA     91367      
Bluegrass Office Building                                                          Louisville         KY     40299      
BMC Properties, LLC                                                                 Boulder           CO     80301      
Bo Gustafson                                                                       Oceanside          CA     92054      
Bob Dean/Beliste Building                                                         Baton Rouge         LA     70801      
Boettcher Bldg LP                                                                  Englewood          CO     80111      
Bolsa Business Park Management                                                  Huntington Beach      CA     92649      
BOMCM/Village Hillcrest, LP                                                        San Diego          CA     92121      
BOS Properties                                                                     San Diego          CA     92108      
Boulder and Left Hand Irr Co, The                                                                              0        
BOULEVARD MEDIA, INC.                                                                DENVER           CO     80203      
Boulos Property Management                                                          Portland          ME     04101      
Boyd Enterprises Utah, L.L.C.                                                     West Valley         UT   84120-2313   
Bradbury Family Partnership                                                                           CO                
Brandywine Operating Partnership, LP                                              Philadelphia        PA   19182-8104   
Brannan Partners LP                                                              San Francisco        CA     94107      
BRE/MAXUS LLC                                                                        Dallas           TX     78758      
Brent Bolken                                                                       San Diego          CA     92121      
Brewer-Garret Company                                                          Middleburg Heights     OH     44130      
Brewer-Garret Company                                                          Middleburg Heights     OH     44130      
Bridgewater Place LLC                                                             Grand Rapids        MI     49501      
Bright Properties West                                                             San Diego          CA     90101      
Britannia Hacienda I L.P.                                                          Pleasonton         CA     94588      
Brommel Properties c/o Ameriland Realty                                            Santa Ana          CA     92705      
Brontel-Bearing Bronze Co.,                                                        Cleveland          OH     44105      
Brookwood L.L.C.                                                                   Birmingham         AL     35223      
Broomfield Tech Center Corporation                                                 Broomfield         CO                
Bryan Reed Company                                                                   Omaha            NE     68102      
BRYON SELL, KRISTINE SELL, TYRON SELL & MISTY SELL                                    PAGE            AZ     86040      
Buell W. Stone                                                                      El Cajon          CA   92019-3223   
Burlington Northern                                                                  Topeka           KS     66601      
Burns Enterprises, Inc.                                                            Englewood          CO     80112      
Busch Properties                                                                    Columbus          OH     43229      
Bushnell Investments, Inc.                                                        Springfield         OH     45502      
Butler-Johnson Corporation                                                          San Jose          CA     95161      
Byron Sell, Kristine Sell, Tyron Sell & Misty Sell                                    Page            AZ   86040-2872   
Byron, Kristine, Tyron & Misty Sell                                                  Aurora           CO                
C. K. Southern Associates                                                          Charlotte          NC     28202      
C.B. Investments                                                                 Oklahoma City        OK     73112      
C.S. Municipal Airport                                                          Colorado Springs      CO     80916      
c/o Anastasi Realtors                                                               Redondo           CA     90254      
c/o Brookwood Management Company, Inc.                                            North Canton        OH     44720      
c/o John Stewart & Company                                                          Oakland           CA     94612      
C3 Comm/Fortuna                                                                      Austin           TX     78746      
C3 Comm/Fortuna                                                                      Austin           TX     78746      
C3 COMMUNICATIONS                                                                    AUSTIN           TX     78731      
C3 COMMUNICATIONS                                                                    AUSTIN           TX     78731      
C3 COMMUNICATIONS                                                                    AUSTIN           TX     78731      
C3 COMMUNICATIONS                                                                    AUSTIN           TX     78746      
CAC Real Estate                                                                  San Francisco        CA     94107      
Cahners Publishing                                                              Highlands Ranch       CO     80126      
California Institute of Technology                                                  Pasadena          CA     91125      
California Pharmacists Inc                                                         Sacramento         CA     95814      
California Workspace                                                               Sacramento         CA     95827      
Callidus Software Inc.                                                              San Jose          CA     95113      
Cambridge Realty Group, Inc.                                                      San Antonio         TX                
Camelot Real Estate                                                                Sacramento         CA     95822      
Cameron Harris                                                                     Charlotte          NC     28210      
Cameron M. Harris                                                                  Charlotte          NC     28210      
Canal Place Ltd.                                                                     Akron            OH   44311-1010   
Canal Place Ltd.                                                                     Akron            OH     44311      
Canal Place Ltd.                                                                     Akron            OH     44311      
Canyon Investments                                                                 Sacramento         CA     95821      
Capital & Counties c/o Charles Dunn RE Services                                   Los Angeles         CA     90017      
Capital Foresight                                                                    Denver           CO     80202      
Capital View Center Condominium Association                                          Austin           TX     78746      
CARDINAL MANAGEMENT CORPORATION                                                      VIENNA           VA     22182      
Carlsbad Commerce Center                                                            Carlsbad          CA     92008      
Carmel Country Plaza, LP c/o American Assets Inc                                   San Diego          CA     92130      
Carriage Services Corporation                                                    Corpus Christi       TX                
Carriage Trace, Inc.                                                              Centerville         OH                
Carson Industrial Park Associates                                                   Gardena           CA     90248      
Cascade Plaza Associates, LLC                                                        Akron            OH     44308      
Cascades Denver Corporation                                                        Englewood          CO     80111      
Castle Hills Church Northwest                                                     San Antonio         TX     78240      
Catellus Corporation                                                               Sacramento         CA     95816      
Catellus Development Corporation                                                Santa Fe Springs      CA     90670      
Catlin Properties, Owner Agent                                                     Broomfield         CO     80021      
CB Richard Ellis, Inc                                                             Los Angeles         CA     90017      
CBIF VI, No. 1 Co.                                                                 Englewood          CO     80111      
CBIZ PROPERTY TAX SOLUTIONS, INC.                                                  Littleton          CO   80161-2798   
CC Drs Medical Bldg. Condo Assoc. Inc                                            Corpus Christi       TX     78411      
CCMI                                                                               WASHINGTON         DC   20090-8067   
CCS Assets Investments (Jendy and Sprague)                                        San Antonio         TX                
Center Denver Industrial Associates                                                                                     
Center for Communications Management Information                                   Rockville          MD     20852      
Centoff Realty Company, Inc.                                                       Brentwood          TN     37027      
Centoff Realty Company, Inc.                                                       Brentwood          TN     37027      
Central Bank National Association                                                    Denver           CO     80202      
Central Building Associates, LLC                                                    Oakland           CA     94612      
Central Colorado Mgmt Owner Representatives                                     Colorado Springs      CO     80906      
Central Power & Light Company                                                    Corpus Christi       TX     78401      
Central Power & Light/ CSWS                                                          Tulsa            OK     74119      
Central Power and Light Company                                                  Corpus Christi       TX     78401      
Century Plaza Company                                                              Birmingham         AL     37209      
Champions LLC                                                                      Birmingham         AL     35242      
Charles & Sandra Metzger                                                           Sacramento         CA     95816      
Charles Coben                                                                     San Antonio         TX     78228      
Charles Coben                                                                     San Antonio         TX     78227      
Charles Coben                                                                     San Antonio         TX     78227      
CHARLES J LOMBARDO                                                                 VALLEYVIEW         OH                
Charles J. Lombardo                                                               Valley View         OH     44124      
Charles Schwab & Company                                                         San Francisco        CA     94104      
Charles Schwab Trust Company                                                     San Francisco        CA     94105      
Charter Communications                                                              Pasadena          CA     91101      
Chartwell Limited Partnership II                                                   Charlotte          NC     28217      
Chattanooga Bank Associates                                                       Chattanooga         TN     37402      
Chen International Publications USA, Inc.                                        Monterey Park        CA     91754      
Cherry Creek Mortgage (David Kofoed)                                                                                    
Cherry Tree, LLC                                                                     Denver           CO   80291-0515   
China Basin Landing, Ltd.                                                        San Francisco        CA     94107      
Chippendale Office Park                                                            Sacramento         CA     95841      
Chrisman Construction                                                                                                   
CIGNA                                                                                Denver           CO     80210      
Cincinnati Bell Long Distance                                                      Cleveland          OH     44115      
Cincinnati Bell Telephone Co                                                       Cincinnati         OH     45202      
Cincinnati Bell Telephone Company                                                  Cincinnati         OH   45201-2301   
CITY & COUNTY OF DENVER                                                              DENVER           CO   80217-0440   
CITY & COUNTY OF DENVER                                                              Denver           CO     80202      
City & County of San Francisco                                                   San Francisco        CA     94101      
City & County of San Francisco                                                   San Francisco        CA     94102      
CITY AND COUNTY OF DENVER                                                            DENVER           CO     80202      
City Centre Partners                                                               Sacramento         CA     95814      
City Mall                                                                           Modesto           CA     95354      
City of Akron                                                                        Akron            OH     44308      
City of Akron                                                                        Akron            OH     44308      
CITY OF ALAMEDA                                                                     ALAMEDA           CA   94501-1228   
City of Alameda                                                                     Alameda           CA   94501-1228   
City of Anaheim                                                                     Anaheim           CA     92805      
City of Anaheim, City Clerk                                                         Anaheim           CA     92805      
City of Atlanta                                                                     Atlanta           GA     30335      
City of Atlanta Comm of Public Works                                                Atlanta           GA     30335      
City of Aurora                                                                       Aurora           CO     80012      
CITY OF AUSTIN                                                                       AUSTIN           TX     78704      
City of Austin C/O Electric Utility Dept                                             Austin           TX     78704      
City of Beachwood                                                                  Beachwood          OH     44122      
City of Birmingham                                                                 Birmingham         AL     35203      
City of Broadview Heights                                                      Broadview Heights      OH     44147      
City Of Charlotte                                                                  Charlotte          NC     28202      
City Of Charlotte                                                                  Charlotte          NC     28202      
City Of Charlotte                                                                  Charlotte          NC     28202      
City Of Charlotte                                                                  Charlotte          NC     28202      
City Of Charlotte                                                                  Charlotte          NC     28202      
City Of Charlotte                                                                  Charlotte          NC     28202      
City Of Charlotte                                                                  Charlotte          NC     28202      
City Of Charlotte                                                                  Charlotte          NC     28202      
City Of Charlotte                                                                  Charlotte          NC     28202      
City Of Charlotte                                                                  Charlotte          NC     28202      
City Of Charlotte                                                                  Charlotte          NC     28202      
City Of Charlotte                                                                  Charlotte          NC     28202      
City Of Charlotte                                                                  Charlotte          NC     28202      
City Of Charlotte                                                                  Charlotte          NC     28202      
City Of Charlotte                                                                  Charlotte          NC     28208      
City Of Charlotte                                                                  Charlotte          NC     28202      
City Of Charlotte                                                                  Charlotte          NC     28202      
City Of Charlotte                                                                  Charlotte          NC     28202      
City Of Charlotte                                                                  Charlotte          NC     28202      
City Of Charlotte                                                                  Charlotte          NC     28202      
City Of Charlotte                                                                  Charlotte          NC     28202      
City Of Charlotte                                                                  Charlotte          NC     28202      
City Of Charlotte                                                                  Charlotte          NC     28202      
City Of Charlotte                                                                  Charlotte          NC     28202      
City Of Charlotte                                                                  Charlotte          NC     28202      
City Of Charlotte                                                                  Charlotte          NC     28202      
City of Cincinnati                                                                 Cincinnati         OH     45202      
CITY OF COLORADO SPRINGS                                                        Colorado Springs      CO   80901-1575   
City of Colorado Springs                                                        Colorado Springs      CO     80903      
City of Colorado Springs                                                        Colorado Springs      CO     80903      
City of Colorado Springs                                                        Colorado Springs      CO     80901      
City of Colorado Springs                                                        Colorado Springs      CO     80916      
City of Columbia                                                                    Columbia          SC     29217      
City of Corpus Christi                                                           Corpus Christi       TX     78469      
City of Dallas                                                                       Dallas           TX     75201      
City of Dublin                                                                      COLUMBUS          OH   43215-4260   
City of Fairlawn                                                                    FAIRLAWN          OH     44333      
CITY OF GARFIELD HEIGHTS                                                        GARFIELD HEIGHTS      OH     44125      
CITY OF GLENDALE                                                                     DENVER           CO     80222      
CITY OF GREELY                                                                       GREELY           CO     80631      
CITY OF GREELY                                                                       GREELY           CO     80631      
CITY OF GREENWOOD VILLAGE                                                      GREENWOOD VILLAGE      CO     80111      
City of Greenwood Village                                                      Greenwood Village      CO                
CITY OF HOMEWOOD                                                                    HOMEWOOD          AL   35259-9666   
CITY OF HOMEWOOD                                                                    HOMEWOOD          AL   35259-9666   
CITY OF HOUSTON                                                                     HOUSTON           TX     77002      
CITY OF INDEPENDENCE                                                              INDEPENDENCE        OH     44131      
CITY OF IRWINDALE                                                                  IRWINDALE          CA     91706      
CITY OF IRWINDALE                                                                  IRWINDALE          CA     91706      
CITY OF LAFAYETTE                                                                  LAFAYETTE          CO     80026      
CITY OF LAFAYETTE                                                                  LAFAYETTE          CO     80026      
CITY OF LAKEWOOD                                                                    LAKEWOOD          CO     80226      
CITY OF LAKEWOOD                                                                    LAKEWOOD          CO     80226      
CITY OF LITTLETON                                                                  LITTLETON          CO     80165      
CITY OF LITTLETON                                                                  LITTLETON          CO     80165      
CITY OF LONGMONT                                                                    LONGMONT          CO     80501      
CITY OF LONGMONT                                                                    LONGMONT          CO     80501      
CITY OF LOS ANGELES                                                               LOS ANGELES         CA   90051-0100   
CITY OF LOS ANGELES WATER & POWER DEPT                                            LOS ANGELES         CA   90051-5512   
CITY OF MAYFIELD HEIGHTS                                                        MAYFIELD HEIGHTS      OH     44124      
CITY OF OAKLAND                                                                     OAKLAND           CA     94612      
CITY OF PALO ALTO                                                                  PALO ALTO          CA     94301      
CITY OF PALO ALTO DEPT OF PUBLIC WORKS                                             PALO ALTO          CA     94303      
CITY OF PARKER                                                                       PARKER           CO     80138      
CITY OF PARMA                                                                        PARMA            OH     44129      
CITY OF SAN ANTONIO                                                               SAN ANTONIO         TX     74121      
City Of Santa Monica                                                              Santa Monica        CA     90405      
CITY OF SEVEN HILLS                                                               SEVEN HILLS         OH     44131      
CITY OF SEVEN HILLS                                                               SEVEN HILLS         OH     44131      
CITY OF TERRELL HILLS                                                            TERRELL HILLS        TX     78209      
CITY OF TORRANCE                                                                    TORRANCE          CA   90509-2970   
CITY OF TORRANCE                                                                    TORRANCE          CA   90509-2970   
CITY OF VESTAVIA HILLS                                                           VESTAVIA HILLS       AL     35216      
CITY OF WESTMINSTER                                                               WESTMINSTER         CO     80030      
City Treasury Supervisor                                                          San Antonio         TX     78204      
Civic Center Office Investors, LLc                                                  San Jose          CA     95112      
CJ Figone                                                                        San Francisco        CA     94107      
CKZ Limited Liability Company                                                       Boulder           CO     80301      
Cleveland Center Investors I, LLC                                                  Cleveland          OH     44114      
Clocktower Properties, LLC                                                           Aurora           CO     80011      
Clocktower Properties, LLC                                                           Aurora           CO     80011      
Clocktower Properties, LLC                                                           Aurora           CO     80011      
Clocktower Properties, LLC                                                           Aurora           CO     80011      
Clocktower Properties, LLC                                                           Aurora           CO     80011      
Clocktower Properties, LLC                                                           Aurora           CO     80011      
Clocktower Properties, LLC                                                           Aurora           CO     80011      
Cloughton Investments                                                           Colorado Springs      CO     80919      
CM Federal, LP                                                                   San Francisco        CA     94107      
CMD Realty Investment Fund LP                                                      Englewood          CO     80112      
CoBank                                                                                                                  
COBRAHELP                                                                            DENVER           CO     80218      
Coleman Center Investors LLC c/o  CBA Property Management, Inc.                    San Marcos         CA     92069      
Colleen Kroha                                                                     Temple City         CA     91780      
Colliers International                                                             Cleveland          OH   44101-5878   
Colliers International                                                             Cleveland          OH     44114      
Colliers International                                                             Cleveland          OH     44114      
Colorado Community First National Bank                                             Louisville         CO     80027      
Colorado Department of Transportation                                                Denver           CO     80222      
Colorado National Bank                                                               Denver           CO     80206      
Colorado Springs Utilities                                                      Colorado Springs      CO     80920      
Colorado Springs Utilities                                                      Colorado Springs      CO     80920      
COLORADO STATE UNIVERSITY                                                         FORT COLLINS        CO     80253      
COLORADO STATE UNIVERSITY                                                         FORT COLLINS        CO     80253      
Columbia / Columbine Psychiatric Center                                            Littleton          CO     80122      
Columbia / North Suburban Medical Center                                            Thornton          CO     80021      
Columbia / Swedish Medical Center                                                  Englewood          CO     80110      
Columbia Medical Building, A Bancap Property                                       Long Beach         CA     90806      
Columbia/Aurora Presbyterian Hospital                                                Aurora           CO     80012      
Columbia/Aurora Regional Medical Center                                              Aurora           CO     80012      
Columbia/Bethesda Campus                                                             Denver           CO     80014      
Columbia/Centennial Healthcare Plaza                                               Littleton          CO     80112      
Columbia/Rose Medical Center                                                         Denver           CO     80220      
Columbus Central Properties                                                         Columbus          OH     43215      
COLUMBUS SOUTHERN POWER CO                                                          COLUMBUS          OH     43215      
COMMUNICATION SYSTEMS DEVELOPMENT, INC                                              STURGIS           KY     42459      
COMPUTER BASICS, INC.                                                              SALISBURY          NC     28146      
COMPUWEB, INC.                                                                     HARTVILLE          OH     44632      
Concordic LTD.                                                                    San Antonio         TX                
CONNECT COMMUNICATIONS INC                                                         COSTA MESA         CA   92626-1714   
CONNECT COMMUNICATIONS INC                                                         COSTA MESA         CA   92626-1714   
Constellation Properties                                                             Denver           CO     80202      
COPYRIGHT CLEARANCE CENTER INC                                                      DANVERS           MA      1923      
Corban Communications, Inc.                                                          Austin           TX     78758      
Cornerstone Denver, LLC                                                              Denver           CO     80203      
Cornerstone Properties II, LLC                                                      San Jose          CA     95113      
Cornerstone Real Estate Advisers, Inc.                                             Charlotte          NC     28202      
Corporate Express Real Estate Inc.,                                                Broomfield         CO     80021      
Cortney Court Partners                                                          City of Industry      CA     91748      
Cotton Club Bottling & Canning Co.                                                 Cleveland          OH     44125      
Cottonwood Square Partnership                                                       Boulder           CO     80302      
COUNTY OF MECKLINBURG                                                              CHARLOTTE          NC   28232-2247   
Coury Properties, Inc.                                                               Tulsa            OK     74119      
Cousins Properties, Inc                                                             Atlanta           GA     30339      
Crescent Real Estate Funding I, LP                                                   Denver           CO     80237      
Crown Enterprises, Inc. (Kee Logistics, Inc.)                                                                           
Crown Equipment Corporation                                                        Long Beach         CA     90810      
CSX TRANSPORTATION                                                                JACKSONVILLE        FL     32202      
Cummins Station LLC                                                                Nashville          TN     37203      
Customs House Associates, LTD                                                      Nashville          TN     37203      
Cuyahoga Savings Mangement Compant                                                 Cleveland          OH     44114      
CYBER-TEL COMMUNICATIONS                                                           SAN DIEGO          CA     92122      
Cypress Communications, Inc.                                                        ATLANTA           GA     30305      
Cyprus Amax Minerals Co                                                            Englewood          CO     80112      
D & G Development                                                                   Memphis           TN     38118      
D & K Management Fund, Inc                                                         Milwaukee          WI     53202      
D.R.Russel                                                                         San Diego          CA   92109-4047   
Dan Manin                                                                          San Diego          CA     92243      
Danis Properties Co                                                                Miamisburg         OH     45342      
Darryll Tetz                                                                       Gold River         CA     95670      
Datachoice Network Services LLC (Data Choice)                                      LITTLETON          CO     80123      
David A. Stockton                                                                   Ontario           CA     92408      
David H. Senseman                                                                   Homewood          AL     35209      
David Hansen                                                                       Sacramento         CA     95815      
David Smith                                                                      Rancho Cordova       CA     95742      
David Vickter                                                                     Los Angeles         CA     90025      
Davis Property Management c/o Saxony & Associates                                  Oceanside          CA     92054      
DB PROVIDER                                                                                                             
DDD W-S Partnership                                                                                                     
DEA Construction (Northern Colorado Water Conservancy District)                     Loveland          CO     80537      
Deborah DeBow                                                                      Sacramento         CA     95825      
Debra Deboe                                                                                                             
Dennis McNay                                                                    Colorado Springs      CO     80917      
Denver Gas & Electric Building                                                       Denver           CO     80202      
Denver Municipal Federal Credit Union                                                Denver           CO     80204      
Denver Place Associates, Ltd                                                         Denver           CO     80202      
Denver Place Associates, Ltd                                                         Denver           CO     80202      
Denver Property Partners LLC                                                         Denver           CO     80032      
DENVER RESERVE                                                                     Littleton          CO     80120      
DENVER RESERVE                                                                     Littleton          CO     80120      
Denver Stellar Associates, Ltd                                                       Denver           CO     80202      
Denver West Office Building No 54 Venture LLP                                        Golden           CO     80401      
Department of Personnel/GSS                                                          Denver           CO     80203      
Department of Personnel/GSS                                                          Denver           CO     80215      
Department of the Ait Force Headquarters                                                              CO                
DEPARTMENT OF TRANSPORTATION                                                                                   0        
Desta One Partnership LTD                                                            Austin           TX     78746      
Devonshire Realty Ltd                                                              Champaign          IL   61824-0140   
Diamante Properties, Inc.                                                       Colorado Springs      CO     80903      
Diamante Properties, Inc.                                                       Colorado Springs      CO     80903      
Diamante Properties, Inc.                                                       Colorado Springs      CO     80903      
Dick Broadcasting Company                                                          Birmingham         AL     35203      
Digital Americal                                                                  Suisun City         CA     94585      
Direct Net                                                                       Newport Beach        CA     92660      
DKD Properties                                                                      San Jose          CA     95110      
Domain Silver Square                                                              Albuquerque         NM     87113      
Dominion Ventures                                                               Colorado Springs      CO     80918      
Don Dunagan                                                                        Round Rock         TX                
Don Morris                                                                       Rancho Cordova       CA     95670      
Donald R. Kenny                                                                   Westerville         OH     43082      
Dow Jones News                                                                     Washington         DC     20005      
Downtown / North Sixty Joint Venture                                               Birmingham         AL     35203      
Downtown Properties                                                                 Columbus          OH   43215-3590   
Dr. Herbert Yee                                                                    Sacramento         CA     95822      
Dr. Marco Chavez                                                                    Hayward           CA     94541      
Dr. Walter Jayasinghe                                                             Los Angeles         CA     90057      
Dr. Walter Jayasinghe                                                             Los Angeles         CA     90057      
DTC Investors, LLC                                                                Fort Collins        CO     80525      
DTC Investors, LLC                                                                Fort Collins        CO     80525      
DTC Investors, LLC                                                                Fort Collins        CO     80525      
DTC West Land Venture                                                                Denver           CO   80237-3405   
Duke Communication Services                                                        Charlotte          NC     28201      
Duke Power Company                                                                 Charlotte          NC   28201-1006   
Duke-Weeks Realty Limited Partnership                                              Nashville          TN     37211      
Dun & Bradstreet Information Svcs                                                   Chicago           IL   60675-5434   
Dynalink                                                                            OAKLAND           CA     94612      
Dynalink Corporation                                                            Bedford Richmond      OH     44146      
E.P. Madigan & Sons                                                                 Oakland           CA     94610      
E-470 Public Highway Authority                                                       Aurora           CO     80018      
E-470 Public Highway Authority                                                       Aurora           CO     80018      
Earl Construction Company                                                       West Sacramento       CA     95691      
Easter-Owens Integrated Systems, Inc.                                             San Antonio         TX     78213      
Eastgate Technologies LP                                                          Chula Vista         CA     91911      
Echosphere Corporation                                                             Englewood          CO   80155-6552   
Echosphere, Inc.                                                                   Sacramento         CA     95826      
ECR                                                                                MT. VERNON         OH     43050      
Ed Blanton                                                                        Tallahassee         FL     32303      
Ed Sherman dba Find It Apt. Locators                                                                                    
Ed Sherman dba Find It Apt. Locators                                                                                    
Eddie Talbot                                                                     Hermosa Beach        CA     90254      
Edward Azar                                                                        San Diego          CA     92123      
Edwin Ursin                                                                                           CA     95825      
Eleventh Street Property Management                                                Sacramento         CA     95814      
Elkton Business Park LLC                                                        Colorado Springs      CO     80907      
Emil Pisarri                                                                     Citrus Heights       CA     95610      
Empire Business Brokers                                                           CHATTANOOGA         TN     37421      
Employer's Unity, Inc.                                                            WESTMINSTER         CO     80030      
Enersource Partners                                                             Fountain Valley       CA     92708      
Entre Computers                                                                    Louisville         KY     40207      
EOP Operating Limited Partnership                                                  Englewood          CO     80111      
EOP-410 Building, LLC                                                                Denver           CO   80271-0178   
EOP-Dominion Plaza, LLC                                                              Denver           CO     80202      
EOP-Quadrant LLC                                                                   Englewood          CO     80111      
EQR Reserve Square Limited Partnership                                             Cleveland          OH     44114      
Equi Max                                                                          Los Angeles         CA     90036      
Equity Associates, Ltd                                                             Charlotte          NC     28202      
Equity Associates, Ltd                                                             Charlotte          NC     28202      
Equity Beachwood LTD Partnership                                                   Beachwood          OH     44122      
Equity Beachwood LTD Partnership                                                   Beachwood          OH     44122      
Equity Office Properties                                                          Los Angeles         CA   90084-8797   
Equity Office Properties                                                          Los Angeles         CA   90084-8799   
Equity Office Properties                                                             Dallas           TX   75283-2167   
Equity Office Properties DBA: One Market                                          Los Angeles         CA   90084-8791   
Equity Office Properties Trust                                                     Englewood          CO     80111      
Equity Office Properties Trust                                                     Englewood          CO     80111      
Equity Office Properties, LLC                                                      San Diego          CA     92121      
Equity Office Properties, LLC                                                      San Diego          CA     92121      
Equity Resources Venture                                                           Englewood          CO     80112      
ERI Cornell, Inc. c/o CB Richard Ellis                                             Cincinnati         OH     45242      
Erickson Employee Benefits                                                         LITTLETON          CO     80127      
Ernest S. Ralston                                                                   Oakland           CA     94607      
Eskander (Alex) Kahen and Eshagh (Isaac) Kahen                                    Los Angeles         CA     90023      
Everett John De Laura                                                           Huntington Beach      CA     92649      
Executive Park                                                                     San Diego          CA     92111      
Exodus Communications                                                             Santa Clara         CA     95054      
Experian                                                                          Los Angeles         CA   90088-7747   
Extension Irrigation Ditch Company                                                  Vandalia          OH                
Facilicom Int'l                                                                    Washington         DC     20005      
Fairlawn Associates Ltd.                                                             Akron            OH     44333      
Fairlawn Associates Ltd.                                                             Akron            OH     44333      
Fairview Plaza Associates LTD Partnership                                          Charlotte          NC     28210      
Fairview Plaza Associates LTD Partnership                                          Charlotte          NC     28210      
Fairview Plaza Associates LTD Partnership                                          Charlotte          NC     28210      
Fairview Plaza Associaties Limited Partnership                                     Charlotte          NC     28210      
Family Educators Alliance of South Texas                                          San Antonio         TX     78121      
Family Telecommunications, Inc.                                                     Phoenix           AZ     85012      
Fax Link Plus, Inc., F/K/A audio Fax, Inc.                                          MARIETTA          GA     30067      
FBM Properties                                                                     Louisville         KY     40299      
Federal Transtel Inc.                                                              BIRMINGHAM         AL     35243      
Feitleberg & Co.                                                                  Los Angeles         CA     90069      
Fiberoptic Network (Fiber Optic Network)                                          Winter Park         FL     32789      
Fidelity Real Estate                                                            Colorado Springs      CO   80906-3598   
Fifth & Laurel Associates                                                          San Diego          CA     92101      
Fiireline Corporation                                                              Baltimore          MD   21227-4671   
Fiireline Corporation                                                              Baltimore          MD   21227-4671   
Fiireline Corporation                                                              Baltimore          MD   21227-4671   
Financial Times Energy                                                             Arlington          VA     22209      
FIRELINE TESTING, INSPECTION AND SERVICE OF FIRE P                                 Baltimore          MD     21227      
First Birmingham Tower, LLC                                                        Birmingham         AL     35203      
First Communications                                                                Thorton           CO     80233      
First Industrial Realty, Inc.                                                      Englewood          CO     80111      
First Merit Bank                                                                     Akron            OH     44308      
First Merit Bank                                                                     Akron            OH     44308      
First Union Management                                                             Cleveland          OH     44113      
First Union National Bank                                                          Charlotte          NC     28288      
First Union National Bank                                                          Charlotte          NC     28202      
Firstworld Communications, Inc.                                                Greenwood Village      CO     80111      
Firstworld Communications, Inc.                                                Greenwood Village      CO     80111      
Five Cloverleaf Parkway, Inc.                                                     Valley View         OH     44125      
FJ CORBETT COMPANY                                                                  Fairfax           VA     22031      
FJ CORBETT COMPANY                                                                Falls Church        VA     22046      
Flatiron Industrial Park Co                                                         Boulder           CO     80301      
Flatiron Industrial Park Co                                                         Boulder           CO     80301      
FLEET ELECTRIC                                                                       Norton           OH     44203      
FLEET ELECTRIC CO.                                                                   Norton           OH     44203      
Fleming Business Park LLC                                                           Milpitas          CA     95035      
Flexalloy Inc.,                                                                    Cleveland          OH     44146      
Flight Director, Inc.                                                                                                   
Flour Bluff ISD                                                                  Corpus Christi       TX     78418      
FMC                                                                              Corpus Christi       TX     78406      
FMS Properties, Ltd.                                                               San Diego          CA     92123      
Foote, Cone & Belding                                                            San Francisco        CA     94111      
Forcast Commercial                                                                 Sacramento         CA     95815      
Forest City Management                                                             Cleveland          OH     44101      
Forest City Management                                                             Cleveland          OH     44101      
Forest City Management                                                             Cleveland          OH     44101      
Forest City Management                                                             Cleveland          OH     44101      
Forest City Management                                                             Cleveland          OH     44101      
Forest City Management Inc.                                                        Cleveland          OH     44115      
Fortner & Son                                                                        Denver           CO     80202      
FountainView-48                                                                    San Diego          CA   92108-1740   
Four Corners Investments                                                            Torrance          CA     90505      
Four Pearl Partnership LTD.                                                         Boulder           CO     80303      
Four Pearl Partnership LTD.                                                         Boulder           CO     80303      
Four Pearl Partnership LTD.                                                         Boulder           CO     80303      
Four Pearl Partnership LTD.                                                         Boulder           CO     80303      
Four Pearl Partnership LTD.                                                         Boulder           CO     80303      
Four Pearl Partnership LTD.                                                         Boulder           CO     80303      
Four Pearl Partnership LTD.                                                         Boulder           CO     80303      
Four Pearl Partnership LTD.                                                         Boulder           CO     80303      
Four Pearl Partnership LTD.                                                         Boulder           CO     80303      
Four Pearl Partnership LTD.                                                         Boulder           CO     80303      
Four Pearl Partnership LTD.                                                         Boulder           CO     80303      
Fourth & Spruce Partnership                                                        San Diego          CA     92103      
Fourth & Walnut Centre                                                             Cincinnati         OH     45202      
Fox International Ltd., Inc.,                                                   Bedford Heights       OH     44146      
Foxhill Office Investors                                                         Overland Park        KS     66210      
Frank Astel                                                                        Sacramento         CA     95815      
Frank Carson                                                                       Sacramento         CA     95826      
Frank T. Sepulveda                                                                San Antonio         TX                
Franklin Industrial Group                                                            Denver           CO     80216      
Fred Lavi & Associates                                                             Hawthorne          CA     90250      
Frontier Communications Services                                                   ROCHESTER          NY     14614      
Fullerton South, LLC                                                               Fullerton          CA     92831      
FW Spencer & Sons Inc                                                               Brisbane          CA     94005      
Gaedeke & Landers                                                                    Dallas           TX                
Gaedeke Holdings II, Ltd.                                                           Phoenix           AZ     85004      
Gail Cullen                                                                         San Jose          CA     95125      
Galleria Acquisition, Inc                                                            Denver           CO     80246      
Gary Beutler                                                                       Sacramento         CA     95827      
Gary Beutler                                                                       Sacramento         CA     95827      
Gary Braaksma                                                                   Rancho Cucamonga      CA     91730      
Gary Jones                                                                         Sacramento         CA     95825      
Gateway Associates                                                                  Spokane           WA     99202      
Gateway Canyon, Inc.                                                              Los Angeles         CA   90074-5924   
Gateway Holdings, Inc.                                                              Bethesda          MD     20817      
GENERAL DYNAMICS                                                                Colorado Springs      CO   80910-3725   
Genesis Building Ltd.                                                              Clevaland          OH     44115      
GENESIS COMMUNICATIONS                                                             San Diego          CA     92130      
Genesis Realty Holding Corp                                                        Cleveland          OH     44115      
George Harrington                                                                  San Diego          CA     92123      
George Vogt et al                                                                Rancho Cordova       CA     95670      
George Vukasin                                                                      Oakland           CA     94607      
George W. Barber Jr                                                                Birmingham         AL     35209      
George W. Barber Jr.                                                               Birmingham         AL     35209      
George W. Barber Jr.                                                               Birmingham         AL     35209      
George W. Barber Jr.                                                               Birmingham         AL     35209      
George W. Barber Jr.                                                               Birmingham         AL     35209      
George W. Barber Jr.                                                               Birmingham         AL     35209      
George W. Barber Jr., Trust #5                                                     Birmingham         AL     35209      
George W. Barber Jr., Trust #5                                                     Birmingham         AL     35209      
George W. Barber Jr., Trust #5                                                     Birmingham         AL     35244      
George W. Barber Jr., Trust #5                                                     Birmingham         AL     35244      
George W. Barber Jr., Trust #5                                                     Birmingham         AL     35209      
George W. Barber Jr., Trust #5                                                     Birmingham         AL     35209      
George W. Barber Jr., Trust #5                                                     Birmingham         AL     35209      
George W. Barber, Jr.                                                              Sacramento         CA                
Georgia Properties LP                                                               Westlake          OH     44145      
Geraldine Spira                                                                   Santa Monica        CA     90405      
Gilbert Breig                                                                     San Antonio         TX     78215      
Glenarm 1800 LLC                                                                     Denver           CO     80202      
Global Crossings Communications                                                    ROCHESTER          NY     14614      
Global World Media Corporation                                                    Los Angeles         CA     90019      
GLOBALCOM                                                                           Chicago           IL     60606      
Globetek Inc.                                                                        Akron            OH     44313      
GMTD Corp.                                                                        Park Meadows        CO                
Goodwill Industries                                                                Sacramento         CA     98823      
Graham & Company, Inc.                                                             Birmingham         AL     35216      
Greater Los Angeles World Trade Center Associates                                  Long Beach         CA     90831      
Greater Roanoke Transit Co.                                                         Roanoke           VA     24032      
GREELEY IRRIGATION COMPANY DITCH CROSSING AGREEMEN                                  Greeley           CO     80631      
Greenbrier Properties, LLC                                                      Colorado Springs      CO     80920      
Greg Bisi                                                                          Sacramento         CA     95821      
Griley Air Freight                                                                Los Angeles         CA     90045      
GROUP 1 SOFTWARE INC.                                                                Lanham           MD   20706-1844   
Grubb & Ellis as Agent for Prudential  VAL                                           Aurora           CO   80011-2041   
Grubb and Ellis Management Services (Agent)                                        Sacramento         CA     95825      
GTE                                                                                Cambridge          MA      2138      
GTE CALIFORNIA INC                                                               Thousand Oaks        CA     91362      
GTE CALIFORNIA INC                                                               Thousand Oaks        CA     91362      
GTE CALIFORNIA INCORPORATED                                                         Oakland           CA     94607      
GTE GLOBAL NETWORKS                                                                  Irving           TX     75039      
GTE NETWORK SERVICES (GTE SOUTHWEST INC)                                            Atlanta           GA     16621      
GTE NETWORK SERVICES (GTE SOUTHWEST INC)                                            Atlanta           GA     16621      
GTE NORTHWEST INC                                                                    Irving           TX     75038      
GTE NORTHWEST INC                                                                    Irving           TX     75038      
GTE SOUTH INC                                                                        Durham           NC     27702      
Guaranty National Insurance Company                                                Englewood          CO     80112      
GUDENKAUF CORPORATION                                                               COLUMBUS          OH     43204      
GUDENKAUF CORPORATION                                                               COLUMBUS          OH     45402      
Gunbarrel City Centre LLC                                                           Boulder           CO     80301      
Guy Gibson                                                                         Sacramento         CA     95815      
Gwen Kaplan & Royce Dyer                                                         San Francisco        CA     94103      
H.L. YOH COMPANY, LLC                                                             Philadelphia        PA     19103      
Hamilton Oil Building Partnership                                                    Denver           CO     80202      
Harbor Master                                                                       Alameda           CA     94501      
Harding, Dahm & Company                                                            Fort Wayne         IN   46858-1448   
Harold L. & Phyllis Anderson, Trustees for the Anderson Family Trust            City of Industry      CA     91748      
Harry A. Altman Family Trust                                                      Santa Monica        CA     90401      
HASSLER COMMUNICATIONS SYSTEMS TECHNOLOGY, INC.                                   Beavercreek         OH     45431      
Hauser Living Trust                                                                 Cerritos          CA     90703      
Hayvenhurst Partners                                                                Van Nuys          CA     91406      
HBJ Partnership                                                                   Los Angeles         CA     90046      
HCF Inc. c/o 21st Century Investments                                            Rancho Cordova       CA     95742      
Health South                                                                      San Antonio         TX     78222      
Health South Corporation                                                          San Antonio         TX                
Herman Blum Trust                                                                  Sun Valley         CA     91353      
Hesta Associates LTD Partnership                                                   Charlotte          NC     28202      
HEYBURN BUILDING                                                                   Louisville         KY     40202      
HID Corporation                                                                      Irvine           CA   92618-1905   
High Ten Partners Inc.                                                              Alhambra          CA     91801      
High Ten Partners Inc.                                                          Rowland Heights       CA     91748      
Highland Ditch Company                                                              Longmont          CO     80504      
Highwoods Forsyth, LP                                                              Charlotte          NC     28217      
HNS Partners c/o Jetro Cash & Carry Enterprises                                     Oakland           CA     94607      
Hodson Family Trust                                                               Beavercreek         OH     45432      
Holme Roberts & Owen                                                                 Denver           CO     80274      
Hope & Flower, LLC                                                                Los Angeles         CA     90017      
Hopkins Family Trust                                                               Sunnyvale          CA     94087      
Horizon Partners                                                                    Oakland           CA     94612      
HP Inc. on behalf of LBHI for 2000 PBL                                             Nashville          TN     37238      
HSW Partnership                                                                    Nashville          TN     37203      
Hub Valley Realty/                                                                Independence        OH     44131      
Hughes Communications Satellite Services, Inc.                                    Castle Rock         CO     80104      
Humana Inc                                                                         Louisville         KY     40202      
Humana Inc                                                                         Louisville         KY     40202      
Hung Fung Holdings                                                                  Van Nuys          CA     91401      
IBG LLC                                                                              Aurora           CO     80014      
IBM                                                                                Charlotte          NC     28262      
ICC Texas Holdings, L.P.                                                            El Paso           TX     79902      
IDS Life Insurance Company                                                         Sacramento         CA     94826      
ILLUMINET                                                                        Overland Park        KS     66210      
ILLUMINET INC                                                                        Lacey            WA     98503      
ILLUMINET INC                                                                        Lacey            WA     98503      
Independence Tower Ltd                                                            Pepper Pike         OH     44122      
Independent Telecommunications Network                                           Overland Park        KS     66210      
Infinet Company                                                                     Norfolk           VA     23510      
Information Handling Service                                                       Englewood          CO     80112      
Information Handling Service                                                       Englewood          CO     80111      
Intella II                                                                         San Diego          CA     94103      
Interactive Communication Systems                                               Colorado Springs      CO     80903      
Interlocken Hotel Co.                                                              Broomfield         CO     80021      
Interlocken Hotel Co.                                                              Broomfield         CO     80021      
Interlocken Hotel Co.                                                              Broomfield         CO     80021      
Interlocken, Ltd                                                                   Broomfield         CO     80021      
Intermedia Communications                                                            Tampa            FL     33619      
Intermedia Communications                                                            Orland           FL   32891-5238   
Intermedia Resources                                                                Oakland           CA     94611      
Intermountain Electric, Inc.                                                         Denver           CO     80223      
International Gateway West LLC                                                      Tukwila           WA     98168      
International Gateway West LLC                                                      Seattle           WA   98124-1108   
International Marine Products                                                     Los Angeles         CA     90014      
Internet Connect                                                                 Marina Del Rey       CA     90292      
Intrinsic Ventures, Inc.                                                         Mountain View        CA     94025      
Inverness Associates 1                                                             Englewood          CO     80112      
Inverness Associates-23                                                            Englewood          CO     80111      
Investmark Realtors                                                                  Dayton           OH     45414      
Investors Trust Property Co                                                     Huntington Beach      CA     92648      
IP Telephony                                                                        LAKEWOOD          CO     80235      
IPM Associates LLC                                                                   Denver           CO     80246      
IPVOICE Communications, Inc.                                                       LITTLETON          CO     80123      
IRP Sunset, LLC                                                                   Los Angeles         CA     90069      
ISP Alliance                                                                       ALPHARETTA         GA     30005      
iStar Real Estate Services                                                         Englewood          CO     80111      
IT Outsourcing                                                                     DAVENPORT          CA     95017      
J Street Partners                                                                  Sacramento         CA     95819      
J.O. Vandervoort Trust                                                             La Mirada          CA     90638      
Jack and Alice Tu                                                                  La Puente          CA     91715      
Jacque and Herb Spivak                                                            Los Angeles         CA     90048      
Jade Properties                                                                  Rancho Cordova       CA     95742      
James Adams                                                                     Colorado Springs      CO     80907      
James J. Fischer, Trust                                                              Tempe            AZ     85282      
James Morley                                                                    Manitou Springs       CO     80829      
James P. Gibbs                                                                       Athens           GA     30605      
James T. Henry                                                                    Los Angeles         CA     90025      
James W. Fields                                                                    Sacramento         CA     95742      
Jayasinghe, Dr. Walter                                                            Los Angeles         CA     90057      
Jayasinghe, Dr. Walter                                                            Los Angeles         CA     90057      
JB Carter                                                                       West Sacramento       CA     95691      
JB Company                                                                         Sacramento         CA     95827      
JB Company                                                                         Sacramento         CA     95834      
Jean Van Arsdale                                                                   San Diego          CA     92120      
Jeff Hamilton Industries                                                          Los Angeles         CA     90007      
Jeppesen Sanderson, Inc.                                                           Englewood          CO     80112      
JER Denver LLC                                                                       Denver           CO     80295      
Jerry Roach                                                                        Wheatridge         CO     80033      
Jersey Business Park                                                            Rancho Cucamonga      CA     91730      
Jetro Cash & Carry                                                                   Vernon           CA     90058      
Jetro Cash & Carry                                                                 Long Beach         CA     90805      
John Bradley                                                                      San Antonio         TX                
John Epstein                                                                       Chatsworth         CA     91313      
John J. Fedor                                                                       Columbus          OH     43235      
John J. Fedor                                                                       Columbus          OH     43235      
John J. Fedor                                                                       Columbus          OH     43234      
John Lewis                                                                       Rancho Cordova       CA     95742      
John Morgan                                                                        Sacramento         CA     95812      
John Nemec                                                                         Emeryville         CA     94608      
John Stewart & Company                                                           San Francisco        CA     94133      
John W.  McCray,  Trustee                                                            Corona           CA     91719      
John Yetto                                                                         Fair Oaks          CA   96628-4400   
Johnnie Chuoke                                                                   Universal City       TX     78148      
Johnson and Higgins                                                                  DENVER           CO     80202      
Johnson Family Partnership                                                          BOULDER           CO     80301      
Johnson Investments, Inc                                                          Fort Collins        CO     80525      
Joseph Robert Martin                                                               San Marcos         CA   92069-5106   
Joshua Schechter                                                                  San Antonio         TX                
JR & CR                                                                            Sacramento         CA     95827      
JTR Land & Cattle Company                                                           Boulder           CO     80301      
Julian Sotomey                                                                      Oakland           CA     94807      
Julius Nasach                                                                   Westlake Village      CA     91361      
Jungle Labs                                                                          Cibolo           TX   78108-3500   
Juniper Investment Company                                                      Colorado Springs      CO     80903      
Juzer Saifee                                                                      Canoga Park         CA     91303      
JWC Family LLC                                                                     Nashville          TN     37211      
K C Schnieder                                                                       Boulder           CO     80301      
K/B Fund IV                                                                          Boston           MA     02116      
K/B Opportunity Fund                                                               San Diego          CA     92191      
Kaiser Center Inc.                                                                  Oakland           CA     94612      
Kaiser Foundation Health Plan, Inc                                                  Oakland           CA     94612      
Kaiser Permanente                                                                    Denver           CO     80218      
Karl Potter                                                                        Sacramento         CA     95838      
KCNC TV Channel 4                                                                    Denver           CO     80203      
KCRA-TV                                                                            Sacramento         CA     95814      
Kelcher Real Estate Services, Inc.,                                                 Phoenix           AZ     85004      
Ken Ruby Construction                                                              Hawthorne          CA     90250      
Ken Swanson                                                                         Milpitas          CA     95035      
Kenneth R. Ahif                                                                      Lacey            WA     98503      
Kenney Family Partnership                                                         Worthington         OH     43229      
Kenstep Corporation                                                                Englewood          CO     80111      
Kettering Tower                                                                      Dayton           OH     45423      
Kevin Fredregill                                                                   Des Moines         IA     50309      
Key Services Corporation                                                           Cleveland          OH     44106      
Key Services Corporation                                                           Cleveland          OH     44134      
Key Services Corporation                                                           Cleveland          OH     44106      
Key Services Corporation                                                           Cleveland          OH     44104      
Key Services Corporation                                                           Cleveland          OH     44107      
Key Services Corporation                                                          Strongsville        OH     44136      
Key Services Corporation                                                           Cleveland          OH     44114      
Key Services Corporation                                                           Cleveland          OH     44105      
Key Services Corporation                                                           Cleveland          OH     44111      
Key Services Corporation                                                           Cleveland          OH     44118      
Key Services Corporation                                                           Cleveland          OH     44124      
Key Services Corporation                                                           Cleveland          OH     44120      
Key Services Corporation                                                            Lakewood          OH     44107      
Key Services Corporation                                                           Cleveland          OH     44121      
Key Services Corporation                                                           Cleveland          OH     44112      
Key Services Corporation                                                            Westlake          OH     44145      
Key Services Corporation                                                           Cleveland          OH     44110      
Key Services Corporation                                                           Cleveland          OH     44110      
Key Services Corporation                                                           Cleveland          OH     44137      
Key Services Corporation                                                           Cleveland          OH     44111      
Key Services Corporation                                                           Cleveland          OH     44115      
Key Services Corporation                                                           Cleveland          OH                
Key Services Corporation                                                           Cleveland          OH     44134      
Key Services Corporation                                                           Cleveland          OH     44112      
Key Services Corporation                                                           Cleveland          OH     44118      
Key Services Corporation                                                           Cleveland          OH     44116      
Key Services Corporation                                                           Cleveland          OH     44113      
Key Services Corporation                                                           Cleveland          OH     44116      
Key Services Corporation                                                           Cleveland          OH     44137      
Key Services Corporation                                                           Cleveland          OH     44123      
Key Services Corporation                                                           Cleveland          OH     44122      
Key Services Corporation                                                           Cleveland          OH                
Key Services Corporation                                                           Cleveland          OH     44122      
Key Services Corporation                                                          Bay Village         OH     44140      
Key Services Corporation                                                           Cleveland          OH     44145      
Key Services Corporation                                                           Cleveland          OH     44124      
Key Services Corporation                                                           Cleveland          OH     44118      
Key Services Corporation                                                           Willowick          OH     44095      
Key Services Corporation                                                           Cleveland          OH     44139      
Key Services Corporation                                                           Cleveland          OH     44111      
Key Services Corporation                                                           Cleveland          OH     44122      
Key Services Corporation                                                           Cleveland          OH     44118      
Key Services Corporation                                                           Cleveland          OH     44114      
Key Services Corporation                                                           Brunswick          OH     44212      
Key Services Corporation                                                         Chagrin Falls        OH     44022      
Key Services Corporation                                                           Cleveland          OH     44103      
Key Services Corporation                                                         Fairview Park        OH     44126      
Key Services Corporation                                                           Cleveland          OH     44121      
Key Services Corporation                                                           Cleveland          OH     44125      
Key Services Corporation                                                           Cleveland          OH     44144      
Key Services Corporation                                                           Cleveland          OH     44144      
Key Services Corporation                                                           Cleveland          OH     44127      
Key Services Corporation                                                           Cleveland          OH     44103      
Key Services Corporation                                                         Parma Heights        OH     44130      
Key Services Corporation                                                           Cleveland          OH     44129      
Key Services Corporation                                                         North Royalton       OH     44133      
Key Services Corporation                                                          Independence        OH     44131      
Key Services Corporation                                                           Cleveland          OH     44130      
Key Services Corporation                                                           Cleveland          OH     44143      
Key Services Corporation                                                           Cleveland          OH     44119      
Key Services Corporation                                                           Cleveland          OH     44129      
Key Services Corporation                                                          Brecksville         OH     44141      
Key Services Corporation                                                           Cleveland          OH     44115      
Key Services Corporation                                                           Cleveland          OH     44106      
Key Services Corporation                                                           Cleveland          OH     44195      
KFORCE.COM                                                                           DALLAS           TX   75397-0956   
Kilroy Realty Corporation                                                           Anaheim           CA     92805      
Kilroy Realty Corporation                                                           Anaheim           CA     92805      
Kilroy Realty Corporation                                                           Anaheim           CA     92805      
Kilroy Realty Corporation                                                           Anaheim           CA     92805      
Kilroy Realty Corporation                                                           Anaheim           CA     92805      
Kilroy Realty, L.P.                                                               Garden Grove        CA     92841      
Kimberley Harshbarger and Saundra Neds                                               Dayton           OH     45415      
Kimco Development Corporation                                                      Kettering          OH     45440      
Kimco Development of Kettering                                                       Dayton           OH     45423      
King Management Company                                                            Beachwood          OH     44122      
King Management Company                                                            Beachwood          OH     44122      
King Management Company                                                            Beachwood          OH     44122      
King Management Company                                                            Beachwood          OH     44122      
Kinyo Company                                                                      La Puente          CA     91746      
Kirkwood Properties (Telegen Wireless & Cable)                                                                          
Klaus Kretchmer                                                               South San Francisco     CA     94080      
KMC Partners, LP                                                                                                        
Koll Center Irvine #2                                                                Irvine           CA     92612      
Koll/Intereal Bay Area                                                            Santa Clara         CA     95054      
Kooiman Family Trust                                                                Norwalk           CA     90650      
KPMG PEAT MARWICK                                                                    DENVER           CO     80202      
Kurt Duncan                                                                        San Diego          CA     92103      
Kurt S. Legler Building Account                                                     Webster           NY     14580      
Kyle Deaton                                                                           Erie            CO     80516      
Kyle Jones                                                                          Phoenix           AZ                
Lafayette Tech Center LLC                                                          Lafayette          CO     80026      
Lafayette Tech Center LLC                                                                                               
Lainer Investments                                                                 Chatsworth         CA     91311      
Lake Centre Plaza, LTD, LLLP                                                        Boulder           CO   80301-2339   
Landmark Management                                                                  Akron            OH     44308      
Landrock Builder's Inc.                                                             Rockford          IL     61104      
LaPlata Investments                                                                                                     
Larry Mathews                                                                    San Francisco        CA     94107      
LaSalle Fund III                                                                   Nashville          TN     37214      
LaSalle Partners Asset Management LTD as Managing Agents for Granyette Inc.,       Charlotte          NC     28202      
LBJ Brown Building, L.P.                                                                                                
LCI INTERNATIONAL MGMT SRVCS INC                                                     DUBLIN           OH     43016      
Leader Hospitality                                                               Mission Viejo        CA     92691      
Leane Kooyman                                                                       Berkeley          CA     94704      
Leavenworth Health Services Corp                                                     Denver           CO     80210      
LeBeau Emblem Co.,  Inc.                                                          Los Angeles         CA     90001      
Lee McNabb                                                                         Union City         CA     94587      
Leetsdale LLC                                                                        Denver           CO     80224      
Legacy 101 University LLC                                                            Denver           CO     80206      
Lenox Towers (Bld 3400)                                                             Atlanta           GA     30328      
Lepaw Ltd                                                                          Englewood          CO     80112      
Lepaw Ltd                                                                          Englewood          CO     80112      
Les Paulick                                                                       San Antonio         TX     78216      
LeSea Broadcasting Inc                                                             Englewood          CO     80112      
LEVEL 3 COMMUNICATIONS LLC                                                        WESTMINSTER         CO     80021      
Levey & Company                                                                      Akron            OH     44307      
Levey & Company                                                                      Akron            OH     44320      
Levey & Company                                                                      Akron            OH     44307      
Levitt, Levitt and Lugash                                                         Simi Valley         CA     93065      
Li Mei-Chen Chen                                                                   Santa Ana          CA     92705      
Liberty Square Partnership                                                          Lakewood          CA     90715      
Linda Adams                                                                       Solana Beach        CA     92075      
LINKNET, INC.                                                                    SALT LAKE CITY       UT     84101      
Lino Properties                                                                     Columbus          OH     43220      
Lockheed Marin IMS                                                                 WASHINGTON         DC     20005      
Lockheed Marin IMS                                                                 WASHINGTON         DC     20005      
Lockheed Marin IMS                                                                 WASHINGTON         DC     20005      
Lockheed Marin IMS                                                                 WASHINGTON         DC     20005      
Lockheed Marin IMS                                                                 WASHINGTON         DC     20005      
Lori A. Halligan Manfroy                                                         Mountain View        CA     95070      
Los Angeles Police Revolver & Athletic Club                                       Los Angeles         CA     90012      
Lottie Rose                                                                         Oakland           CA     94608      
Louart Corporation                                                                Los Angeles         CA     90025      
LOUISVILLE GAS & ELECTRIC                                                          LOUISVILLE         KY     40202      
Louisville Gas & Electric Company                                                  Louisville         KY     40202      
LTG                                                                                  Dayton           OH     45415      
LTV Steel Company                                                                  Cleveland          OH     44105      
LTV Steel Company                                                                  Cleveland          OH     44127      
LTV Steel Company                                                                  Cleveland          OH     44113      
LTV Steel Company                                                                  Cleveland          OH     44105      
LTV Steel Company                                                                  Cleveland          OH     44109      
LTV Steel Company                                                                  Cleveland          OH     44105      
LTV Steel Company                                                                  Cleveland          OH                
Luby's Inc.                                                                       San Antonio         TX     78258      
Luby's Inc.                                                                       San Antonio         TX     78217      
Lumberyard Retail Investments, LLC                                                 San Diego          CA     92024      
Lumberyard Retail Investments, LLC                                                 San Diego          CA     92024      
M & H Realty Partners II, LP                                                      Diamond Bar         CA   91765-3443   
M.B. Management Company                                                           Santa Monica        CA     90401      
MAB Services, Inc.                                                                Los Angeles         CA     90026      
Macinkowski Family L.P.                                                           Santa Clara         CA     95054      
Mack Cali Realty LP                                                                 Cranford          NJ     07016      
Mack Cali Realty LP                                                                Englewood          CO     80112      
MacLaughlin & Company                                                           West Sacramento       CA     95651      
Madonja Investments Limited Inc.                                                     Dayton           OH     45459      
Maguire/Thomas Partners-Library Square Ltd.                                       Los Angeles         CA     90071      
Main St. Buildings Santa Anan, LLC                                                 Santa Ana          CA     92701      
Malcolm P. Wardlaw                                                                San Antonio         TX     78229      
Malrite Communications Group, Inc.                                                   Parma            OH     44134      
Malrite Communications Group, Inc.                                                   Parma            OH     44134      
Management Recruiters                                                             San Antonio         TX                
Mancini Properties                                                                 Sacramento         CA     95815      
Mancini Properties                                                                 Sacramento         CA     95815      
Mandrake Properties Associates                                                     Englewood          CO     80112      
Mani Brothers, LLC                                                                Santa Monica        CA     90401      
Marathon Development Company Inc.                                                    Irvine           CA     92618      
Marathon Development Company Inc.                                                    Irvine           CA                
Margarett H. Relles Trust, et al                                                   Sacramento         CA     95816      
Marie L. Hind                                                                     Los Angeles         CA     90038      
Mariner Development Company c/o John Beery Organization                             Alameda           CA     94501      
Mariner's Telecom Group, Inc.                                                      SAN PEDRO          CA     90733      
Mariners' Telecommunications Group                                                 SAN PEDRO          CA     90733      
Mark and Bill Bucher                                                                 Tustin           CA     92780      
Mark IV Capital Inc                                                                  Irvine           CA     92718      
Mark Rosenburg                                                                     Sacramento         CA     94825      
Marketing Advocates, Inc.                                                          LITTLETON          CO     80128      
Market-Post Tower, Inc.                                                             San Jose          CA     95113      
Marlin Investments                                                                   Covina           CA     91722      
Marvin Felman                                                                        Dayton           OH     45402      
Marvin Felman                                                                        Dayton           OH     45402      
Mass Mutual Life Insurance Co.                                                       Denver           CO     80203      
Mass Mutual Life Insurance Co.                                                       Denver           CO     80203      
Massachusetts Mutual Life Insurance Co                                             Nashville          TN     37203      
Max J. & Marjorie N. Breitenbach                                                   San Diego          CA     92106      
MAXIM GROUP                                                                         ATLANTA           GA   30384-8572   
Maytag Corporation                                                              City of Industry      CA     91746      
McAllister Tower                                                                 San Francisco        CA     94102      
McCarthy and Stenson                                                               Sacramento         CA     95816      
MCI Telecommunications Corporation                                                 Richardson         TX     75082      
MCI Telecommunications Corporation                                                 Richardson         TX     75082      
MCI Telecommunications Corporation                                                 Richardson         TX     75082      
MCI Telecommunications Corporation                                               North Royalton       OH                
MCI Telecommunications Corporation                                                 Melbourne          FL   32901-4706   
MCI Telecommunications Corporation                                                   Austin           TX     78701      
MCImetro Access Transmission Services                                              WASHINGTON         DC     20036      
MCIMETRO ACCESS TRANSMISSION SERVICES, INC (MCI ME                                   MCLEAN           VA     22102      
MCIMETRO ACCESS TRANSMISSION SERVICES, INC.                                        RICHARDSON         TX     75082      
MCIMETRO ACCESS TRANSMISSION SRVC                                                  RICHARDSON         TX     75082      
MCLEOD USA                                                                         MILWAUKEE          WI   53201-3243   
MCLEOD USA TELECOMMUNICATIONS INC                                                 CEDAR RAPIDS        IA   52406-3177   
MCLEODUSA TELECOMM. SVCS.                                                         CEDAR RAPIDS        IA   52406-3177   
McNeil Real Estate Fund XXV, LP                                                    Long Beach         CA     90802      
McRoskey / Armacost Real Estate Operating Co, LLC                                 Los Angeles         CA     90024      
MEGSINET                                                                            CHICAGO           IL     60610      
Meidinger Associates, LLC                                                          Louisville         KY     40202      
Meiser and Jacquet                                                                 San Diego          CA     92108      
Melbourne International Communications LTD                                          Palm Bay          FL     32905      
Melvin Olsen                                                                    Colorado Springs      CO     80903      
Memorial Health Services                                                        Huntington Beach      CA     92683      
Meridian Associates West                                                                              CO                
Meridian Associates West & Bradbury Family Part.                                                      CO                
MERIDIAN METROPOLITAN DISTRICT                                                     ENGLEWOOD          CO     80112      
Meridian Metropolitan District                                                     Englewood          CO     80112      
Meridian Realty Service                                                          Winston-Salem        NC     27101      
METLIFE                                                                              AURORA           IL     60504      
METROMEDIA FIBER NETWORK SERVICES, INC.                                           WHITE PLAINS        NY     10601      
METROPOLITAN GOV'T OF NASHVILLE                                                    NASHVILLE          TN     37201      
Metropolitan Life                                                                  Sacramento         CA     95841      
MFS NETWORK TECHNOLOGIES INC                                                         OMAHA            NE     68102      
Miamisburg Commerce Park                                                           Miamisburg         OH     45342      
MIBX                                                                                San Jose          CA     95113      
Michael Daly et al                                                               Rancho Cordova       CA     95742      
Michael Thomas                                                                     Sacramento         CA     95828      
Mickey Gold                                                                        Charlotte          NC     28202      
Micromuse Inc.                                                                   SAN FRANCISCO        CA     94107      
Micromuse Inc.                                                                   SAN FRANCISCO        CA     94107      
MICROSOFT CORPORATION                                                               REDMOND           WA     98052      
MICROSOFT CORPORATION                                                               SEATTLE           WA     98199      
Microsoft Corporation                                                               Redmond           WA   98052-6399   
Microsoft Corporation                                                               Seattle           WA   98199-3239   
Midwest Holding Corp. #14-Westshore Center                                          Memphis           TN     38148      
Midwest Property Services, LLC                                                    Bloomington         IN   47402-3489   
MILE HIGH ONLINE                                                                     DENVER           CO     80222      
Miller Graphics Inc.                                                              Baldwin Park        CA     91706      
Miller-Valentine Partners                                                           Vandalia          OH     45414      
Miller-Valentine Partners                                                          Miamisburg         OH     45342      
Milliken Business Center                                                            Ontario           CA     91761      
Mindspring Enterprises, Inc.                                                        ATLANTA           GA     30309      
MIP Properties, Inc.                                                               Long Beach         CA     90802      
Mitsubishi Motors Sales Corporation of America                                  City of Industry      CA     91748      
MNE General Partnership                                                            Sacramento         CA     95815      
Montgomery Management Company                                                     Los Angeles         CA     90069      
Moore                                                                          Greenwood Village      CO     80111      
Morris Investments                                                                   Dayton           OH     45439      
MOUNTAIN VIEW ELECTRIC                                                               LIMON            CO   80828-1600   
Mr. Ashish Vibhakar                                                                 Torrance          CA     90505      
Mr. Bruce Beach and Mr. Donald Beach                                              Santa Monica        CA     90401      
Mr. Costas Fergagis                                                                 Pasadena          CA     91101      
Mr. David Vickter                                                                 Los Angeles         CA     90025      
Mr. Eddie Talbot                                                                 Hermosa Beach        CA     90254      
Mr. Gary Wagner                                                                     Van Nuys          CA     91406      
Mr. James J. Fischer, Trust                                                        San Marino         CA     91108      
Mr. Keyhan Moghaddam                                                                Van Nuys          CA     91405      
Mr. Mike Nazarian                                                                 Los Angeles         CA     90036      
Mr. Robert Kramer                                                                 Santa Monica        CA     90404      
Mr. Robert Leung                                                                    Rosemead          CA     91170      
Mr. Seymour Rosenblum                                                           North Hollywood       CA     91607      
Mr. Sheldon Plutsky                                                                 Burbank           CA     91505      
Mr. Stam Blaustein                                                              Manhattan Beach       CA     90266      
Mr. Uri Mandelbaum                                                                Los Angeles         CA     91402      
Mr. Walter Huang                                                                City of Industry      CA     91745      
Ms. Marsha Cummins                                                              North Hollywood       CA     91605      
Munco Inc.                                                                         Long Beach         CA     90806      
Municipal Government                                                            Colorado Springs      CO     80903      
Murakai Coporation                                                                  Gardena           CA     90248      
Murray Seidner                                                                       Covina           CA     91724      
Myers Baker & Associates                                                         Rancho Cordova       CA     95742      
Myron Oats                                                                         Sacramento         CA     95822      
N & L, LP                                                                           Burbank           CA     91502      
National Jewish Medical & Research Center                                            Denver           CO     80206      
National Service Industries Inc. ZEP; Mnfctrng Co.                                   Desoto           TX     75115      
NationsBank of North Carolina                                                      Charlotte          NC     28211      
Nautilus-Pegasus Associates                                                          Denver           CO     80202      
Navipath                                                                            ANDOVER           MA      1803      
NCS Trust                                                                          Louisville         KY     40222      
Neo Park                                                                           Cleveland          OH     44128      
NEO Park Limited                                                                   Cleveland          OH     44128      
Neodata Services Inc                                                                Boulder           CO     80301      
Neodata Services Inc                                                               Louisville         CO     80027      
Network Enhanced Telecom                                                           LONG VIEW          TX     75601      
NetZero, Inc.                                                                       Westlake          CA     91361      
NEUSTAR INC                                                                        BALTIMORE          MD     21275      
NEUSTAR, INC.                                                                       CHICAGO           IL     60606      
NEUSTAR, INC.                                                                       CONCORD           CA   94520-2561   
NEW ENGLAND TELEPHONE & TELEGRAPH                                                   NEW YORK          NY     10036      
New Horizon Properties, LTD                                                         Cerritos          CA     90703      
NEW YORK TELEPHONE COMPANY                                                         ROCHESTER          NY     14611      
Nexus Properties, Inc.                                                             San Diego          CA     92037      
Nexus Properties, Inc.                                                             San Diego          CA     92122      
Nexus Properties, Inc.                                                             San Diego          CA     92122      
NFC                                                                                Louisville         KY     40222      
Niesner Family Trust                                                             Panorama City        CA     91402      
NIKONET/QWEST                                                                      ARLINGTON          VA     22203      
NORFOLK SOUTHERN CORP                                                               ATLANTA           GA   30384-7531   
NORFOLK SOUTHERN RAILWAY COMPANY                                                    ATLANTA           GA     30308      
NORFOLK SOUTHERN RAILWAY COMPANY                                                    ATLANTA           GA     30308      
Norge Partnership                                                                    Denver           CO     80206      
NORTH AMERICAN TELEPHONE NETWORK                                                    ATLANTA           GA     30319      
NORTH AMERICAN TELEPHONE NETWORK                                                    ATLANTA           GA     30319      
North County Transit District                                                      Oceanside          CA     92054      
North County Transit District                                                      San Diego          CA       0        
North County Transit District                                                      San Diego          CA       0        
North County Transit District                                                      San Diego          CA       0        
North Sacramento Land Company                                                      Sacramento         CA     95815      
Northmeadows Investments Inc.                                                       Appleton          WI     54914      
Northwestern Mutual Life Insurance Company                                          Ontario           CA     91761      
Norton Plaza Associates                                                            Brentwood          CA                
NORWEGIAN CRUISE LINE                                                                MIAMI            FL     33326      
NORWEGIAN CRUISE LINE                                                                MIAMI            FL     33126      
Norwood Tower, LP                                                                    Austin           TX     78701      
NTS Properties III                                                                 Louisville         KY     40223      
O Toole Properties                                                                  San Jose          CA     95131      
O'Connor Development LLC                                                           Louisville         CO     80027      
OHIO EDISON COMPANY                                                                  AKRON            OH     44308      
OHIO EDISON COMPANY                                                                  AKRON            OH     44308      
OHIO EDISON COMPANY                                                                  AKRON            OH     44308      
Ohio Edison Tower LLC-066                                                          Ann Arbor          MI   48106-3125   
Ohio Restaurant Association                                                         Columbus          OH     43220      
Olen Commercial Realty Corp.                                                      Lake Forest         CA     92630      
Olen Commercial Realty Corp.                                                      Lake Forest         CA     92630      
Olen Commercial Realty Corp.                                                      Lake Forest         CA     92630      
Olen Commercial Realty Corp.                                                      Lake Forest         CA     92630      
Olen Commercial Realty Corp.                                                      Lake Forest         CA     92630      
Olen Commercial Realty Corp.                                                      Lake Forest         CA     92630      
Olen Commercial Realty Corp.                                                      Lake Forest         CA     92630      
Olen Commercial Realty Corp.                                                      Lake Forest         CA     92630      
Olen Commercial Realty Corp.                                                      Lake Forest         CA     92630      
Olen Commercial Realty Corp.                                                      Lake Forest         CA     92630      
Olen Commercial Realty Corp.                                                      Lake Forest         CA     92630      
Olen Commercial Realty Corp.                                                      Lake Forest         CA     92630      
Olen Commercial Realty Corp.                                                      Lake Forest         CA     92630      
Olen Commercial Realty Corp.                                                      Lake Forest         CA     92630      
Olen Commercial Realty Corp.                                                      Lake Forest         CA     92630      
Olen Commercial Realty Corp.                                                         Irvine           CA     92618      
Olen Commercial Realty Corp.                                                      Lake Forest         CA     92630      
Olen Commercial Realty Corp.                                                      Lake Forest         CA     92630      
Olen Commercial Realty Corp.                                                         Irvine           CA     92618      
Olen Commercial Realty Corp.                                                      Lake Forest         CA     92630      
Olen Commercial Realty Corp.                                                         Irvine           CA     92618      
Olen Commercial Realty Corp.                                                      Lake Forest         CA     92630      
Olen Commercial Realty Corp.                                                         Irvine           CA     92606      
Olen Commercial Realty Corp.                                                         Irvine           CA     92606      
Olen Commercial Realty Corp.                                                         Irvine           CA     92606      
Olen Commercial Realty Corp.                                                         Irvine           CA     92606      
Olen Commercial Realty Corp.                                                         Irvine           CA     92606      
Olen Commercial Realty Corp.                                                         Irvine           CA     92606      
Olen Commercial Realty Corp.                                                         Irvine           CA     92606      
Olen Commercial Realty Corp.                                                         Irvine           CA     92606      
Olen Commercial Realty Corp.                                                         Irvine           CA     92606      
Olen Commercial Realty Corp.                                                         Irvine           CA     92606      
Olen Commercial Realty Corp.                                                         Irvine           CA     92606      
Olen Commercial Realty Corp.                                                      Lake Forest         CA     92630      
Olen Commercial Realty Corp.                                                      Lake Forest         CA     92630      
Olen Commercial Realty Corp.                                                      Lake Forest         CA     92630      
Olen Commercial Realty Corp.                                                      Lake Forest         CA     92630      
Olen Commercial Realty Corp.                                                      Lake Forest         CA     92630      
Olen Commercial Realty Corp.                                                      Lake Forest         CA     92630      
OLIGARCHY DITCH COMPANY                                                                                        0        
Olympic Steel Inc.,                                                             Bedford Heights       OH     44146      
Omni Business Park, LP                                                              Ontario           CA     91761      
Omnivest Park, LLP                                                                   Denver           CO     80202      
One American Center                                                               Bella Vista         AR     72715      
One Prestige Place Office Building Ltd.                                            Miamisburg         OH     45342      
One Southgate Corporation                                                            Denver           CO   80233-1222   
One Summer Street                                                                    Boston           MA     02111      
One Wilshire Arcade Imperial LTD                                                  Los Angeles         CA     90017      
Organizational Synergies                                                                                                
ORIX GF Denver Venture                                                              Chicago           IL     60606      
Orley & Lenoia Weaver, Family Trust                                                Costa Mesa         CA     92627      
ORR PROTECTION SYSTEM                                                              CINCINNATI         OH   45263-1702   
ORR PROTECTION SYSTEM                                                              CINCINNATI         OH   45263-1702   
ORR PROTECTION SYSTEM, INC.                                                        CINCINNATI         OH     45242      
Ostendorf Morris c/o Colliers International                                        Cleveland          OH                
Ostendorf Morris Company                                                           Clevelend          OH     44115      
Ostendorf Morris, Co                                                               Cleveland          OH     44113      
Overton, Moore & Associates                                                         Compton           CA     90220      
P & H, Ltd.                                                                        Englewood          CO     80112      
PAC BELL                                                                           PLEASANTON         CA     94588      
PACIFIC BELL                                                                       SACRAMENTO         CA   95860-0347   
PACIFIC BELL MOBILE SERVICES                                                       PLEASANTON         CA     94588      
PACIFIC BELL SBC                                                                   MILWAUKEE          WI     53202      
PACIFIC CARE OF COLORADO                                                           ENGLEWOOD          CO     80111      
Pacific Coast Properties (1)                                                       Sacramento         CA     95823      
Pacific Coast Properties (2)                                                       Sacramento         CA     95823      
PACIFIC GATEWAY EXCHANGE                                                           BURLINGAME         CA     94010      
Pacific Gulf Properties                                                            Sacramento         CA     95813      
Pacific Gulf Properties                                                            Santa Ana          CA     92704      
Pacific Gulf Properties                                                            Santa Ana          CA     92704      
Pacific Gulf Properties                                                            Santa Ana          CA     92704      
Pacific Gulf Properties                                                            Santa Ana          CA     92704      
Pacific Gulf Properties                                                            Santa Ana          CA     92704      
Pacific Gulf Properties                                                            Santa Ana          CA     92704      
Pacific Gulf Properties                                                            Santa Ana          CA     92704      
Pacific Gulf Properties                                                            Santa Ana          CA     92704      
Pacific Gulf Properties                                                            Santa Ana          CA     92704      
Pacific Gulf Properties                                                            Santa Ana          CA     92704      
Pacific Gulf Properties                                                            Santa Ana          CA     92704      
Pacific Gulf Properties                                                           Aliso Viejo         CA     92656      
Pacific Partners                                                                 Beverly Hills        CA     90210      
Pacific Partnership                                                                                                     
Pacific Plaza Associates                                                         Newport Beach        CA     92660      
Pacific Real Properties                                                            San Diego          CA     92120      
Pacifica Hotel Company                                                           Redondo Beach        CA     90277      
Pacifica Investment Co.                                                             Van Nuys          CA     90025      
Padick Partners                                                                     Alhambra          CA     90067      
PAGING NETWORK, INC.                                                                 DALLAS           TX     75240      
Palmer Center, Ltd.                                                                  Denver           CO   80291-0863   
Palmer Center, Ltd.                                                                  Denver           CO   80291-0863   
Palomar Enterprises, Inc.                                                          San Diego          CA   92121-4208   
Paramount Partners, LLC                                                           Los Angeles         CA     90010      
Park Building                                                                      Pittsburgh         PA   15230-6050   
Park Central Building                                                             Los Angeles         CA     90014      
Park Road Shopping Center, Inc.                                                    Charlotte          NC                
Parksdown Companies                                                                San Diego          CA     92108      
PARS SVSP II, LLC                                                                  San Diego          CA   92126-4222   
Pasa Alta Manor                                                                     Pasadena          CA     91109      
Patrict Heights Inc.                                                              San Antonio         TX                
Paul Dudum                                                                       San Francisco        CA     94120      
Paul E. Iacono                                                                     Pleasanton         CA     94588      
PDS Technical                                                                      Englewood          CO     80111      
Pearl East Partnership, LLP                                                         Boulder           CO     80301      
PEOPLESOFT USA INC                                                                 LEASANTON          CA     94588      
PERA                                                                                 Denver           CO     80202      
Perimeter Park Inc.                                                                 Atlanta           GA     30341      
Phillip Calderon                                                                  San Antonio         TX                
Phillip Goodenough                                                                  Concord           CA     84524      
PHOENIX DEVELOPMENT CORPORATION                                                     Lincoln           NE     68508      
Phoenix Home Life                                                                 Worthington         OH     43085      
Phoenix Home Mutual Insurance Company                                              Englewood          CO     80112      
Piedmont Natural Gas Company Inc.                                                  Charlotte          NC     28211      
Pieta and San Gal Trust                                                             Carlsbad          CA     92009      
Pinnacle San Antonio, LLC                                                         San Antonio         TX     78205      
Pio V. de Feo                                                                      San Rafael         CA     94912      
PIVOTAL SOFTWARE INC                                                            NORTH VANCOUVER       BC    V7M 3M6     
PJS of Texas, Inc.                                                                                                      
PLATTE RIVER POWER AUTHORITY                                                      FORT COLLINS        CO     80525      
PLATTE RIVER POWER AUTHORITY                                                      FORT COLLINS        CO     80525      
Plazamerica Inc.                                                                   San Diego          CA     92121      
Plazamerica Inc.                                                                   San Diego          CA     92121      
PNC Bank, N.A.                                                                      Chicago           IL   60677-1000   
Point One Telecommunications, Inc.                                                   AUSTIN           TX     78731      
Potrero Hill Investors, Limited Partnership                                      San Francisco        CA     94103      
POUDRE VALLEY RURAL ELECTRIC ASSOCIATION, INC.                                    FORT COLLINS        CO   80527-2550   
Prado Partners Ltd                                                                   Eugene           OR     97440      
Pratt Land Limited Liability Company                                                Longmont          CO     80501      
Pratt Land Limited Liability Company                                                Longmont          CO     80501      
Pratt Land Limited Liability Company                                                Longmont          CO     80501      
Pratt Land Limited Liability Company                                                Longmont          CO     80501      
Pratt Land Limited Liability Company                                                Longmont          CO     80501      
Pratt Land Limited Liability Company                                                Longmont          CO     80501      
Pratt Land Limited Liability Company                                                Longmont          CO     80501      
Pratt Land Limited Liability Company                                                Longmont          CO     80501      
Pratt Land Limited Liability Company                                                Longmont          CO     80501      
Pratt Land Limited Liability Company                                                Longmont          CO     80501      
Pratt Land Limited Liability Company                                                Longmont          CO     80501      
Pratt Land Limited Liability Company                                                Longmont          CO     80501      
Pratt Land Limited Liability Company                                                Longmont          CO     80501      
Pratt Land Limited Liability Company                                                Longmont          CO     80501      
Pratt Land Limited Liability Company                                                Longmont          CO     80501      
Pratt Land Limited Liability Company                                                Longmont          CO     80501      
Pratt Land Limited Liability Company                                                Longmont          CO     80501      
Pratt Land Limited Liability Company                                                Longmont          CO     80501      
Pratt Land Limited Liability Company                                                Longmont          CO     80501      
Pratt Land Limited Liability Company                                                Longmont          CO     80501      
Pratt Land Limited Liability Company                                                Longmont          CO     80501      
Pratt Land Limited Liability Company                                                Longmont          CO     80501      
Pratt Land Limited Liability Company                                                Longmont          CO     80501      
Pratt Land Limited Liability Company                                                Longmont          CO     80501      
Pratt Land Limited Liability Company                                                Longmont          CO     80501      
Pratt Land Limited Liability Company                                                Longmont          CO     80501      
Pratt Land Limited Liability Company                                                Longmont          CO     80501      
Pratt Land Limited Liability Company                                                Longmont          CO     80501      
Pratt Land Limited Liability Company                                                Longmont          CO     80501      
Pratt Land Limited Liability Company                                                Longmont          CO     80501      
Pratt Land LLC                                                                      Longmont          CO     80502      
Pratt Management, LLC                                                               Longmont          CO     80501      
Precedent Health Center Realty LLC                                                   Denver           CO     80206      
Precision Auto Care, Inc.                                                           Lawndale          CA     90260      
Preferred Properties Fund 82                                                       Englewood          CO     80111      
PREMIER SEARCH                                                                    INDIAN HILLS        CO     80454      
Prentiss Properties Aquisition Partners                                              Dallas           TX   75373-0267   
Prentiss Properties LTD Inc                                                          Irvine           CA                
Prentiss Properties Natomes, LP                                                    Sacramento         CA     95833      
Prestige Management Group                                                     Warrensville Heights    OH     44128      
Princeland Properties Inc.                                                        Garden Grove        CA     92841      
Princeton Business Park                                                            Sacramento         CA     95827      
Procomm                                                                           San Antonio         TX     78232      
Progressive Insurance                                                           Colorado Springs      CO     80920      
Prologis North Carolina, LP                                                       Indianapolis        IN     46241      
Prologis Trust                                                                    San Antonio         TX     78204      
Prominade Mall Development Corp.                                                   San Diego          CA     92109      
Property Colorado OBJLW                                                             Portland          OR     97208      
Prospect Building G.P. c/o Steele Enterprises                                    Rancho Cordova       CA     95670      
Provident Life & Accident Insurance Co                                              Glendale          CO     80222      
PRUDENTIAL                                                                         PASIPPANY          NJ      7054      
Prudential Insurance Company of America                                              Denver           CO     80265      
Prudential Insurance Company of America                                         Colorado Springs      CO     80903      
Prudential Insurance Company of America                                              Denver           CO     80202      
Prudential Insurance Company of America                                              Denver           CO     80265      
Prudential Insurance Company of America                                              Denver           CO     80265      
Prudential Insurance Company of America                                              Denver           CO     80202      
Prudential Insurance Company of America                                              Denver           CO     80202      
Prudential/Daniel Office Venture, LLC                                              Birmingham         AL     35242      
Prugnara Corporation                                                             San Francisco        CA     94102      
PS Business Parks, LP                                                            Monterey Park        CA     91754      
PSINET TRANSACTION SOLUTIONS INC                                                   CHANTILLY          VA   20153-1441   
PUBLIC SERVICE COMPANY OF CO                                                         DENVER           CO     80204      
PUBLIC UTILITIES COMMISSION OF OHIO                                                 COLUMBUS          OH   43235-2798   
PUBLIC UTILITIES COMMISSION OF THE STATE OF NEW HA                                  Concord           NH      3301      
Quail 600 Ltd. Partnership                                                         Birmingham         AL   35243-3250   
Quality Naturally Foods                                                         City of Industry      CA     91348      
Quinby Building LLC                                                               Los Angeles         CA     90017      
Quintiles Pacific, Inc.                                                            San Diego          CA     92121      
QWEST COMMUNICATIONS                                                               ARLINGTON          VA     22203      
QWEST COMMUNICATIONS                                                               ARLINGTON          VA     22203      
QWEST COMMUNICATIONS                                                               ARLINGTON          VA     22203      
QWEST COMMUNICATIONS                                                               ARLINGTON          VA     22203      
QWEST COMMUNICATIONS                                                               ARLINGTON          VA     22203      
QWEST COMMUNICATIONS                                                               ARLINGTON          VA     22203      
QWEST COMMUNICATIONS                                                               ARLINGTON          VA     22203      
QWEST COMMUNICATIONS                                                                 NEWARK           NJ   07193-5104   
QWEST COMMUNICATIONS CORP                                                            DENVER           CO     80202      
QWEST COMMUNICATIONS CORP                                                            DENVER           CO     80202      
QWEST COMMUNICATIONS CORP                                                            DENVER           CO     80202      
QWEST COMMUNICATIONS CORP                                                            DENVER           CO     80202      
QWEST COMMUNICATIONS CORP                                                            DENVER           CO     80202      
QWEST COMMUNICATIONS CORP                                                            DENVER           CO     80202      
QWEST COMMUNICATIONS CORP                                                            DENVER           CO     80202      
QWEST COMMUNICATIONS CORP                                                          ARLINGTON          VA     22203      
QWEST COMMUNICATIONS CORPORATION                                                   ARLINGTON          VA     22203      
QWEST COMMUNICATIONS CORPORATION                                                   ARLINGTON          VA     22203      
R&H Mission Gorge, Ltd.                                                            San Diego          CA     92120      
R.R. Robinson                                                                       Carlsbad          CA     92008      
R.S. Mills                                                                           Toledo           OH   43635-1150   
RAL Group, LTD                                                                    Los Angeles         CA     90013      
Ramsey Realty Corp.                                                               San Antonio         TX                
Randy Mael                                                                         Sacramento         CA     95828      
Randy Steinberg                                                                   Los Angeles         CA     90003      
RCB Trust Company                                                                  Englewood          CO     80111      
RDST, INC.                                                                           IRVING           TX     75063      
Realtec Associates                                                              Colorado Springs      CO     80920      
REDSTONE NETWORK SERVICES                                                         BOREHAMWOOD                           
                                                                                 HERTFORDSHIRE                          
Reliable Wholesale Lumber, Inc.                                                      Downey           CA     90241      
Reliance Development Group                                                        Los Angeles         CA     90025      
Reliance Development Group c/o Reliance Insurance Company, Inc                    Los Angeles         CA     90025      
Remo Pasouini                                                                      Englewood          CO     80111      
Republic Park Building 99, LLC                                                    Sherman Oaks        CA     91423      
Res-Care, Inc.                                                                     Louisville         KY     40223      
Reserve Building Associates L.P.                                                   Cleveland          OH     44113      
RESONATE INC                                                                       SUNNYVALE          CA     94089      
Rezepka & Associates                                                            Bedford Heights       OH     44146      
RHSC LLC                                                                        Colorado Springs      CO     80909      
RHSC LLC                                                                        Colorado Springs      CO     80909      
Richard A. Lazarus & Family Trust                                             South San Francisco     CA     94080      
Richard Bertolucci                                                                 Sacramento         CA     94816      
Richard Deal                                                                       Sacramento         CA     95815      
Richard Moore                                                                      Sacramento         CA     95825      
Richard, Herbert R., Walter J. Brendlen                                          San Francisco        CA     94080      
Rick Mower                                                                         Sacramento         CA     95814      
Riger Investment Properties                                                     City of Industry      CA     91744      
Ritchie Commercial                                                                  San Jose          CA     95124      
Riverboat Delta King                                                               Sacramento         CA     95814      
Rob Miller                                                                         Sacramento         CA     95814      
Robert Bell                                                                        Sacramento         CA     95742      
ROBERT BELTON - BORN INFORMATION SERVICES                                           Wayazata          MN     55391      
Robert Colman Trust                                                               Santa Monica        CA     90401      
Robert Jones                                                                         Denver           CO     80207      
Robert Robeson                                                                      Franklin          TN     37067      
Robert Willard                                                                  Colorado Springs      CO     80918      
Rock Properties                                                                Greenwood Village      CO                
Rockfield / Banyan Associates, LP                                                    Irvine           CA     92618      
Rockside Investors LP                                                             Independence        OH     44131      
ROCKY MTN. SECURITY SERVICES DBA INTEGRATED SYSTEM                                   DENVER           CO     80222      
Roger Easley                                                                        San Jose          CA     95112      
Roll Properties                                                                 Santa Fe Springs      CA     90670      
Ron Bieber                                                                         Sacramento         CA     95815      
Roque De La Fuente Alexander Revocable Trust #1                                    San Diego          CA     92121      
Rose Canyon Business Park                                                          San Diego          CA     92117      
Rose Realty                                                                         Sheridan          CO                
Rosenblum Associates                                                                 Albany           NY   12203-5954   
Roy A. Woodward                                                                      Santee           CA     92071      
Royal Century Inc.                                                                   Covina           CA     91723      
Royce Yost                                                                        San Antonio         TX     78216      
Ruey F. Hodapp, Jr.                                                                  Dayton           OH   45439-2384   
Russell & Lavona Tinsley Living Trust                                              Hollywood          CA     90028      
S. Naimi                                                                          Santa Monica        CA     90404      
S.B. Jax Ltd.                                                                     Jacksonville        FL     32202      
S.X. Callahan Inc.                                                                San Antonio         TX     78207      
Safari Business Center                                                              Ontario           CA     91761      
Saint Lukes Medical Ctr                                                              Denver           CO     80218      
Samuel K. Wong                                                                  City of Industry      CA     91745      
San Diego 225 RPFIII Limited Liability Co.                                         San Diego          CA     92101      
San Diego Community College District                                               San Diego          CA     92126      
San Diego Community College District                                               San Diego          CA     92101      
San Diego Community College District                                               San Diego          CA     92108      
San Diego Community College District                                               San Diego          CA     92113      
San Diego Community College District                                               San Diego          CA     92110      
San Diego Community College District                                               San Diego          CA     92108      
San Diego Community College District                                               San Diego          CA     92111      
San Diego Community College District                                               San Diego          CA     92113      
San Diego Community College District                                               San Diego          CA     92111      
San Diego Community College District                                               San Diego          CA     92111      
SAN DIEGO GAS & ELECTRIC CO                                                        SAN DIEGO          CA     92101      
San Diego Mayflower                                                                San Marcos         CA     92069      
San Diego Mayflower                                                                San Diego          CA     92113      
San Diego Mayflower                                                                 El Cajon          CA     92020      
San Diego Mayflower                                                                San Diego          CA     92113      
San Diego Mayflower                                                                San Diego          CA     92126      
San Diego Tech Center LLC                                                          San Diego          CA     92121      
San Diego Tech Center LLC                                                          San Diego          CA     92121      
San Diego Tech Center LLC                                                          San Diego          CA     92121      
San Diego Tech Center LLC                                                          San Diego          CA     92121      
San Diego Tech Center LLC                                                          San Diego          CA     92121      
San Diego Tech Center LLC                                                          San Diego          CA     92121      
San Diego Tech Center LLC                                                          San Diego          CA     92121      
San Diego Tech Center LLC                                                          San Diego          CA     92121      
San Diego Tech Center LLC                                                          San Diego          CA     92121      
San Franando Cathedral                                                            San Antonio         TX     78205      
San Gabriel Valley Medical Center                                                 San Gabriel         CA     91775      
San Marcos Pavilion/Las Campanillas Villa                                          San Marcos         CA     92069      
Sanderson J. Ray Carnagie Centre Associates                                          Irvine           CA                
Sanderson J. Ray Carnagie Centre Associates                                          Irvine           CA                
Sang C Lee & Soon Lee                                                           Colorado Springs      CO     80906      
Sara H. Bissell and Alice Harney                                                   Charlotte          NC     28211      
Sarah H. Bissell                                                                   Charlotte          NC     28210      
Sarah H. Bissell                                                                   Charlotte          NC     28210      
SBHI, Inc                                                                           Columbus          OH     43215      
SCC COMMUNICATIONS                                                                  BOULDER           CO   80301-3343   
Scenic Loan Acquisition Partnership                                                Costa Mesa         CA                
SCHWAB RETIREMENT PLAN SERVICES                                                      AKRON            OH     44333      
SCI                                                                              Corpus Christi       TX                
Scott Jones                                                                       San Antonio         TX                
Scurfield Co.                                                                      Sacramento         CA     95814      
Service Corporation International                                                Corpus Christi       TX     78415      
Seymour Rosenblum                                                               North Hollywood       CA     91607      
SHARED COMMUNICATIONS SERVICES, INC                                                  SALEM            OR     97301      
Sharland Investment                                                                Sacramento         CA     95821      
Shaw Business Center                                                          South San Francisco     CA     94080      
Sheldon Appel Company                                                             Santa Monica        CA     90405      
Sheldon Gans                                                                        San Jose          CA     95112      
Shepards                                                                        Colorado Springs      CO     80921      
Sheraton San Diego                                                                 San Diego          CA   92101-1007   
Sherrilyn I. Coakes                                                                  Aurora           CO                
Shoal Creek No.1, LLC                                                                Dallas           TX     75231      
Sierra Curtis Neighborhood Association                                             Sacramento         CA     95818      
Sierra Development Company                                                            Reno            NV     89505      
Signature Services                                                                 Gold River         CA     95670      
Signature Yosemite Limited Liability                                               Englewood          CO     80111      
Sinco Investments                                                                  Sacramento         CA     95827      
SJ Archulete Square Six Partnership, Ltd                                           Englewood          CO     80112      
Slesnick Realty Co. Ltd                                                             Canton            OH     44702      
Slesnick Realty Co. Ltd.                                                            Canton            OH     44702      
SlipNet, Incorporated                                                            San Francisco        CA     94107      
Smyth Asset Management Company                                                       Irvine           CA     92714      
Society National Bank                                                              Cleveland          OH     44113      
Soeder Limited                                                                     Cleveland          OH     44114      
Softlanding Systems Inc                                                           Peterborough        NH     03458      
Solana Beach Towne Centers Investments, LP                                        Solana Beach        CA     92075      
SOSINC                                                                             SOUIX CITY         IA     51106      
SOUTH DAKOTA NETWORK                                                              SIOUX FALLS         SD     57104      
South Grammar Office Complex                                                     East Hartford        CT     06108      
SOUTHEAST COLORADO POWER ASSOCIATION                                                LA JUNTA          CO     81050      
SOUTHERN CALIFORNIA EDISON CO                                                       ROSEMEAD          CA     91770      
SOUTHERN CALIFORNIA EDISON CO                                                       ROSEMEAD          CA     91770      
SOUTHERN CALIFORNIA EDISON CO                                                       ROSEMEAD          CA     91770      
SOUTHERN DEVELOPMENT &                                                              ATLANTA           GA     30346      
Southern National Center LTD Partnership                                           Charlotte          NC     28202      
SOUTHERN TELECOM 1 INC                                                              ATLANTA           GA     30303      
SOUTHWESTERN BELL                                                                    DALLAS           TX     75202      
SOUTHWESTERN BELL TELEPHONE                                                          DALLAS           TX     75202      
SOUTHWESTERN BELL TELEPHONE CO                                                      ST LOUIS          MO     63101      
SOUTHWESTERN BELL TELEPHONE COMPANY                                                 BELLAIRE          TX     77401      
SOUTHWESTERN BELL TELEPHONE COMPANY                                                  DALLAS           TX     75202      
SOUTHWESTERN BELL TELEPHONE COMPANY (SWBT)                                           DALLAS           TX     75202      
Spieker Properties LP                                                               Fremont           CA     94538      
Spieker Properties LP                                                           Huntington Beach      CA     92647      
Spieker Properties LP                                                              Sacramento         CA     95826      
SPRINT                                                                            KANSAS CITY         MO     64105      
Sprint Communications Company LP                                                  KANSAS CITY         MO     64114      
Sprint Spectrum LP                                                                   Denver           CO     80112      
ST PAUL FIRE AND MARINE INSURANCE COMPANY                                           ST. PAUL          MN     55102      
St. Paul Properties Inc                                                            Englewood          CO     80111      
ST. PAULS GREEK ORTHODOX CHURCH                                                     Savannah          GA     31401      
Standard Register                                                                    Dayton           OH     45408      
Stanley & Ruth Crowe                                                                Lebanon           OH     45036      
Stanley Blaustein                                                                                                       
Stanton Partners                                                                   Burlingame         CA     94010      
STAR TELECOM INC                                                                     AKRON            OH     44301      
STARNET                                                                             PALATINE          IL     60067      
STAR-TEL (STARTEL, STAR TEL)                                                         BRYAN            TX     77802      
Starwood SVP II, LLC                                                                Torrance          CA     90503      
State  of Colorado                                                                  Lakewood          CO                
State  of Colorado                                                                  Lakewood          CO                
State  of Colorado                                                                  Lakewood          CO                
State  of Colorado                                                                  Lakewood          CO                
State  of Colorado                                                                  Lakewood          CO                
State  of Colorado                                                                  Lakewood          CO                
STATE COMMUNICATIONS                                                               GREENVILLE         SC     29601      
STATE OF ALABAMA/GTE SOUTH, INC                                                    Montgomery         AL     36101      
State of California Public Employees Retirement Sy                                 Englewood          CO     80111      
STATE OF COLORADO                                                                   LAKEWOOD          CO                
STATE OF COLORADO DEPT OF TRANSPORTATION                                             DENVER           CO     80222      
STATE OF GEORGIA                                                                    ATLANTA           GA     30334      
STATE OF NORTH CAROLINA                                                             RALEIGH           NC   27640-0001   
STATE OF NORTH CAROLINA                                                         NORTH WILKESBORO      NC     28659      
State Teachers Retirement System                                                  Los Angeles         CA     90025      
STD, Ltd                                                                             Vernon           CA     90058      
Stephen Brandenburger                                                            Rancho Cordova       CA     95742      
Stephen J. Whicahard                                                               San Diego          CA     92102      
STERLING TELECOMMUNICATIONS                                                      BEVERLY HILLS        CA     90211      
Steve Bayes                                                                        Sacramento         CA     95608      
Steven C. Hallman Press                                                            Richardson         TX                
Strawberry Holding, Inc.                                                           Englewood          CO     80111      
Stuart Gruendl                                                                      Oakland           CA     94611      
Summit Office Park                                                                 Cleveland          OH   44192-2393   
Summit Office Park                                                                 Cleveland          OH   44192-0391   
Sunbelt-Varna, LTD                                                              North Hollywood       CA     91605      
SUPERIOR                                                                          LAGUNA HILLS        CA     92653      
Surrendra & Savita Gorel                                                            Berkeley          CA     94612      
Sutton Properties                                                                   Palm Bay          FL     32905      
Suzanne Kilmer                                                                     Sacramento         CA     95916      
Swedish Hospital                                                                   Englewood          CO     80110      
Swedish Medical Center                                                             Littleton          CO     80123      
T Allan & J Henry et al                                                       South San Francisco     CA     94124      
T.P. Corporation                                                                Mayfield Heights      OH     44124      
T.P. Corporation                                                                Mayfield Heights      OH     44124      
Taber Consultants                                                               West Sacramento       CA     95691      
Tabor Center Associates, L.P.                                                        Denver           CO     80202      
TCAST COMMUNICATIONS, INC (T CAST)                                                LOS ANGELES         CA     90017      
Tegra Telephone Systems, LLC                                                       Charlotte          NC     28202      
TEKSYSTEMS                                                                          HANOVER           MD     21076      
TEKSYSTEMS, INC                                                                     HANOVER           MD     21076      
TELECOM AFFILIATES INC                                                            FORT COLLINS        CO     80525      
Telehub, Inc.                                                                      Kentfield          CA   94904-1128   
Telemax System                                                                                                          
TELEPACIFIC CORPORATION                                                           LOS ANGELES         CA   90071-2220   
TELEPACIFIC CORPORATION                                                           LOS ANGELES         CA     90017      
Teresa Sharp                                                                      San Antonio         TX     78238      
Terry R O'Neill                                                                   Laguna Hills        CA     92653      
Th Harris Group Partners                                                           Charlotte          NC     28202      
The Beerman Realty Company                                                           Dayton           OH     45414      
The Brentwood at Kiowa, HOA                                                       Los Angeles         CA     90049      
The Briargate Joint Venture                                                     Colorado Springs      CO     80920      
The Burnham Insitute                                                                La Jolla          CA     92037      
The Chateau                                                                      Woodland Hills       CA   91364-2313   
The Clorox Company                                                                  Oakland           CA     94612      
The Equitable Life Assurance Society of the US                                      Chicago           IL   60673-1212   
The First National Bank of Boston                                                  Englewood          CO     80112      
THE FOXWORTHY PARTNERSHIP                                                          Fort Myers         FL     33901      
The French Company                                                                   Irvine           CA     92618      
The Galbreath Company                                                                Dayton           OH     45402      
The Galbreath Company                                                                Dayton           OH     45402      
The Goathill Group, LLC                                                         Colorado Springs      CO     80910      
The Lafayette Partnership                                                         Little Rock         AR     72201      
The Lebovic Family Trust                                                        North Hollywood       CA     91605      
The Parklane Company                                                                 Boise            ID     83701      
The Realty Assoc Fund IV/Tri Freeway Business Park                                  Anaheim           CA     92801      
The Secretary of the Army                                                                             CO                
THE SUPREME COURT LTD                                                               Madison           WI     53719      
The University of Denver                                                             DENVER           CO     80208      
THE ZELLERBACH FAMILY FUND                                                       San Francisco        CA     94107      
Thomas A. Hollfelder                                                                 Covina           CA     91722      
Thomas Gabele                                                                        Carson           CA     90745      
Thomas H. Oneal Revocable Trust                                                      Parker           CO     80134      
Three Cloverleaf Parkway                                                          Valley View         OH     44125      
Thruway Court LLC                                                                  Liverpool          NY     13088      
Thunderstone-Expansion Programs International Inc.                                 Cleveland          OH     44102      
Tiernan Communications                                                             San Diego          CA     92121      
TIME WARNER ENTERTAINMENT LP C/O TIME WARNER CABLE NORTHEAST OHIO                    AKRON            OH     44310      
TIME WARNER ENTERTAINMENT LP C/O TIME WARNER CABLEVISION OF CHARLOTTE              CHARLOTTE          NC     28202      
TIME WARNER ENTERTAINMENT LP C/O TIME WARNER CABLEVISION OF CHARLOTTE              CHARLOTTE          NC     28202      
TIME WARNER ENTERTAINMENT LP C/O TIME WARNER CABLEVISION OF CHARLOTTE              CHARLOTTE          NC     28202      
TIME WARNER TELECOM                                                                LITTLETON          CO     80124      
TIME WARNER TELECOM                                                                Vancouver          WA     98663      
Todd Smith                                                                         San Diego          CA     92126      
Toebben, LTD.                                                                       Florence          KY     41042      
Tokai Financial Services, Inc.                                                     San Diego          CA     92123      
Tom and Barbara Schmidt                                                            Sacramento         CA     95816      
Tom Cheng                                                                           San Jose          CA     95131      
Tom Cook                                                                           Sacramento         CA     95825      
Tom Keberlein Construction, LLC                                                     Greeley           CO     80634      
Tower Corporation                                                                    Denver           CO     80202      
Town & Country Foods                                                              Fort Collins        CO     80524      
Toyo Real Estate Company USA, Inc.                                                Los Angeles         CA     90017      
Toyo Real Estate Company USA, Inc.                                                Los Angeles         CA     90017      
TRANSACTION NETWORK SERVICES (TNS)                                                   RESTON           VA     20191      
TRANSACTION NETWORK SERVICES (TNS)                                                   RESTON           VA     20191      
TRANSAMERICA                                                                      LOS ANGELES         CA     90015      
TRANSTEL COMMUNICATIONS, INC. D/B/A NATIONAL NETWO                               SALT LAKE CITY      UTAH    84111      
TRAVERS REALTY CORP.                                                              LOS ANGELES         CA     90010      
Tres Limited c/o Total Management                                                  Nashville          TN     37212      
Triad Property Management                                                         Los Angeles         CA     90057      
Triangle Real Estate Services, Inc.                                               Worthington         OH     43229      
Trident Center Partners                                                           Los Angeles         CA     90064      
TriNet Essential Facilities X, Inc.                                                Englewood          CO     80112      
Tri-State Improvement Co c/o Compass Management & Leasing                          Cincinnati         OH     45202      
Triton Overseas Transportation                                                                                          
TT Consulting                                                                        Miami            FL     33187      
Two American Center                                                               Bella Vista         AR     72715      
Two First Unio Centre                                                              Charlotte          NC     28217      
Two North Twentieth, L.P.                                                          Birmingham         AL     35203      
Ultima Holdings LLC                                                                 Atlanta           GA     30303      
UniFirst Holdings L.P. dba UniFirst                                               San Antonio         TX     78220      
UNION PACIFIC                                                                       FREMONT           CA     94536      
Union Pacific Railroad                                                               Denver           CO                
UNION PACIFIC RAILROAD COMPANY                                                       OMAHA            NE     68102      
UNION PACIFIC RAILROAD COMPANY                                                      FREMONT           CA     94536      
United Building Associates                                                        Los Angeles         CA     90014      
United Office Inc.                                                                 Greenville         SC     29609      
UNITED PARCEL SERVICE                                                              THE LAKES          NV   88905-5820   
UNITED PERSONNEL                                                                   ENGLEWOOD          CO     80111      
United States Realty & Investment Co                                             Corpus Christi       TX     78477      
United Way                                                                         Sacramento         CA     95826      
University National Bank Center J V                                                  Denver           CO     80222      
University of Texas System                                                           Austin           TX     78701      
University Town Center Associates LP                                                Chicago           IL     60606      
US ARMY., Omaha District, Corps of Engineers                                         Omaha            NE   68102-4978   
US COM INC                                                                          JACKSON           MI     49201      
US COM INC                                                                          JACKSON           MI     49201      
US COM, INC.                                                                         DENVER           CO     80205      
US WEST COMMUNICATIONS                                                               DENVER           CO     80202      
US WEST COMMUNICATIONS                                                           GRAND JUNCTION       CO     81501      
US WEST COMMUNICATIONS INC                                                           DENVER           CO     80202      
Utah State Retirement Fund                                                      Colorado Springs      CO     80903      
Valley Business Park                                                            Fountain Valley       CA     92708      
Valley Community Health Center                                                     Pleasanton         CA     94566      
Valley Presbyterian Hospital                                                        Van Nuys          CA     91405      
Valley Village                                                                    Canoga Park         CA     91306      
ValleyLab, Inc.                                                                     Boulder           CO     80301      
VANION, INC.                                                                    COLORADO SPRINGS      CO     80903      
VANKAMPEN INVESTMENTS, INC.                                                     OAKBROOK TERRACE      IL   60181-5555   
Vault/Land Limited Co.                                                            North Canton        OH     44720      
VENTURE REALTY                                                                    Gainesville         FL     32607      
VERIO TEXAS                                                                          AUSTIN           TX     78746      
VERIZON                                                                                                                 
Vernon C. Genn                                                                      Berkeley          CA     94710      
Versacom, Inc                                                                      Littleton          CO     80120      
VERTEX INC                                                                           BERWYN           PA     19312      
VERTEX INC                                                                          CHICAGO           IL     60631      
VIATEL, INC                                                                         NEW YORK          NY     10022      
Victor Dallari, Jr.                                                              Rancho Cordova       CA     95742      
VILLAGE OF VALLEY VIEW                                                            VALLEY VIEW         OH   44125-4799   
VILLAGE OF VALLEY VIEW                                                            VALLEY VIEW         OH   44125-4799   
Vincent Maita                                                                      Sacramento         CA     95821      
Vincent Vanni                                                                        Cocoa            FL     32922      
Vine Properties                                                                   Los Angeles         CA     90010      
Violette Florika                                                                   San Diego          CA     92121      
VIP Plaza                                                                           Rosemead          CA     91770      
VISTA VOICE AND DATA                                                                PHOENIX           AZ     85002      
Vitesse Semiconductor, Inc.                                                     Colorado Springs      CO     80903      
VNET                                                                               Charlotte          NC     28220      
VOICE VISION INTERNATIONAL                                                        Los Angeles         CA     90071      
WALLER CREEK COMMUNICATIONS                                                          AUSTIN           TX     78701      
WALLER CREEK COMMUNICATIONS                                                          AUSTIN           TX     78701      
Wang Partnership                                                                   Long Beach         CA     90803      
Ward, Asel, Sunthimer & Co. P.C.                                                     Dallas           TX                
Warner Redhill Association, LTD                                                      Tustin           CA     92780      
Watt Management Co.                                                               West Covina         CA     91790      
Waxie Enterprises, Inc.                                                            San Diego          CA     92123      
WCB Five Limited Partnership                                                       San Diego          CA     92121      
WCB Five Limited Partnership                                                       San Diego          CA     92121      
Webster Street Partners LTD                                                         Oakland           CA     94612      
WECS Corporation                                                                  Springfield         MO     65804      
Weigand-Omega Management, Inc                                                       Wichita           KS     67202      
West Capital Partners                                                           West Sacramento       CA     95691      
WEST COAST PORTABILITY SERVICES, LLC                                                                                    
West Court Square                                                                  Huntsville         AL     35801      
West End Properties, LLC                                                           Nashville          TN     37203      
West First Plaza, LLC                                                                Dayton           OH     45402      
West Investment Properties                                                        West Covina         CA     91790      
West Jefferson Place                                                               Lexington          KY     40508      
West Mall Associates LLP                                                            Longmont          CO     80301      
West Point Development Co                                                           Greeley           CO     80634      
Western Farm Credit Bank                                                           Sacramento         CA     95853      
Western Union ATS, Inc.                                                            Richardson         TX     75082      
Western Union, ATS, Inc                                                            Richardson         TX     75082      
Westport, LTD                                                                      Englewood          CO     80110      
Westside Residence Hall, Inc                                                       Inglewood          CA     90301      
W-F Associates, LTD Partnership                                                    Charlotte          NC     28246      
Whittington Realty Partners                                                        Louisville         KY     40223      
WHML-S Real Estate Limited Partnership                                             Birmingham         AL     35203      
WHML-S Real Estate Limited Partnership                                             Birmingham         AL     35203      
WHPX-S Real Estate Limited Partnership                                             San Diego          CA     92121      
Willard & Company                                                                    Denver           CO     80216      
Willard Computers                                                                  Cleveland          OH     44017      
William C. Godley                                                                  Charlotte          NC     28217      
William or Sharon Reininger                                                        St. Louis          MO   63123-7241   
Willow Trace II Associates LP                                                      Nashville          TN     37210      
Wilshire Center Inc                                                               Los Angeles         CA     90010      
Wilson Plaza Associates LP                                                       Corpus Christi       TX   78476-2001   
Wilson Plaza Associates, LP                                                      Corpus Christi       TX     78476      
Wilson Plaza Associates, LP                                                      Corpus Christi       TX     78476      
WJS, Inc.                                                                          San Diego          CA     92122      
WJS, Inc.                                                                          San Diego          CA     92122      
WJS, Inc.                                                                          San Diego          CA     92122      
WKB Value Partners, LP-Eaton Center                                                Cleveland          OH      4414      
Wohl/Valley Plaza                                                               Fountain Valley       CA     92708      
Woodmen Office Campus 3 JV, LLC                                                 Colorado Springs      CO     80920      
Woodmen Office Campus 4 JV LLC                                                  Colorado Springs      CO     80920      
WORLD TOUCH COMMUNICATIONS, INC (WORLDTOUCH)                                       RICHARDSON         TX     75081      
Writer Corporation                                                                 Englewood          CO     80112      
WW & LJ Gateways Ltd                                                               San Diego          CA     92121      
WW & LJ Gateways Ltd                                                               San Diego          CA     92121      
Yehuda Lavee, Gideon Goldman and Yehuda Handel                                     Sepulveda          CA     91343      
Yellow Transportation LLC                                                            Denver           CO     80216      
Young Life Inc                                                                  Colorado Springs      CO     80903      
Zellerbach Family Fund                                                           San Francisco        CA     94107      
Ziff Properties Inc                                                                Charlotte          NC   28275-1554   
ZNET, INC.                                                                         SAN DIEGO          CA     92075      
Zufu Properties Company, LTD                                                      Los Angeles         CA     90010      
Zufu Properties Company, LTD                                                      Los Angeles         CA     90010      
Zufu Properties Company, LTD                                                      Los Angeles         CA     90010      
Zufu Properties Company, LTD                                                      Los Angeles         CA     90010      
Zufu Properties Company, LTD                                                      Los Angeles         CA     90010      

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(TABLE CONTINUED)                                                               

ICG Communications, Inc.                                                        
Listing of Executory Contracts and Unexpired Leases                             
To be Assumed                                                                   

                                                        [Enlarge/Download Table]

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                    Non-Debtor Party to Lease/Contract - Continued                                                                  
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Name                                                                 Description                                                    
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10 Parkway Plaza Associates                                          Right of Entry (Right of Entry (Roe))                          
1000 Atlantic Avenue/Aegis Corporate Services                        Type 3 Equipment - Multi tenant or customer premise            
                                                                       on-net with terminating transport fiber optic equipment      
1001 Euclid Associates Company, Ltd                                  Right of Entry (Roe) @ 1001 Euclid Ave                         
1001 Euclid Associates Company, Ltd                                  Right of Entry (Roe) @ 1015 Euclid Ave                         
1052 West Peachtree, LLC                                             Right of Entry (Roe) @ 1055 Spring Street                      
111 Dayton Association LTD                                           Right of Entry (Roe) @ 111 West First Street                   
11601 Wilshire Associates                                            Right of Entry (Roe) @ 11601 Wilshire Blvd                     
1200 Wilshire Building, Ltd                                          Right of Entry (Roe) @ 1200 Wilshire Blvd                      
12039 W. Alameda Parkway                                             Type 1 Central Office - Lucent 5ESS Switch                     
129 W. Trade Street, L.L.C.                                          Right of Entry (Roe) @ 129 W. Trade St                         
130 West Second Ltd.                                                 Type 1 Central Office - Lucent 5ESS Switch                     
1331 17th Inc                                                        Right of Entry (Roe) @ 1331 17th St                            
1331 17th Street, Inc.                                               Customer Prem Agreement                                        
1340 Old Bayshore Associates                                         Right of Entry (Roe) @ 1338 Bayshore Highway                   
13857 Hawthorne Blvd. Land Trust                                     Right of Entry (Roe) @ 13857 Hawthorne Blvd                    
161 Inverness Drive West                                             Office Space                                                   
1655 Walnut Street, LLC                                              Type 3 Equipment - Multi tenant or customer premise on-net     
                                                                       with terminating transport fiber optic equipment @           
                                                                       1655 Walnut., Boulder, CO                                    
1700 I Street Associates                                             Right of Entry (Roe) @ 1700 I St                               
17Th Street Plaza Realty Holding                                     Right of Entry (Roe) @ 1225 17th St                            
1800 NE Loop                                                         Right of Entry (Roe) @ 1800 NE Loop 410                        
1903 S. Broadway Company                                             Pop site @ 1903 S. Broadway, Rochester, MN                     
1940 Blake St, Ste 301                                               Right of Entry (Roe) @ 1940 Blake Street                       
200 North Third Ave                                                  Pop site @ 200 N. Third Avenue, Harrisburg, PA                 
2060 Broadway                                                        Right of Entry (Roe) @ 265-269 Detroit                         
2100 West Loop South                                                 Right of Entry (Roe) @ 2100 Loop South                         
2221 Bijou Limited Liability Company c/o Fieldhill Properties        Right of Entry (Roe) @ 2221 E Bijou                            
2450 South Trust Tower                                               Right of Entry (Roe) @ 600 Luckie Dr                           
280 Associates, L.L.C.                                               Right of Entry (Roe)                                           
30 P-Park, LLC                                                       Type 1 Central Office - Lucent 5ESS Switch                     
300 Market Street Partnership                                        Right of Entry (Roe) @ 300 Market St                           
3000 Pearl Street Boulder                                            Right of Entry (Roe) @ 3000 Pearl St                           
3222 Winona Bldg., LLP                                               Right of Entry (Roe) @ 3222 Winona Way                         
3310 West End, LLC                                                   Right of Entry (Roe) @ 3310 W End Ave                          
3411 Investments                                                     Right of Entry (Roe) @ 3411 Office Park Dr                     
3825 Newport Street                                                  Type 3 Equipment - Multi tenant or customer premise            
                                                                       on-net with terminating transport fiber optic equipment      
3875 Wilshire Company                                                Right of Entry (Roe) @ 3875 Wilshire Blvd                      
3rd St. LTD                                                          Right of Entry (Roe)                                           
410 Seventeenth Street Corp                                          Right of Entry (Roe) @ 410 17th Street                         
519 Carolina                                                         Right of Entry (Roe)                                           
55 Almaden Bouelvard Partners                                        Right of Entry (Roe) @ 55 Almaden                              
5901A Peachtree-Dunwoody Road C/O Palisades One                      Office Space                                                   
5th Avenue Professional Center                                       Right of Entry (Roe) @ 1850 5th Ave                            
6060 Partnership                                                     Right of Entry (Roe) @ 6060 Spine Rd                           
6310 Fairview Road                                                   Right of Entry (Roe) @ 6310 Fairview Road                      
6401 Morrison Boulevard                                              Right of Entry (Roe) @ 6401 Morrison Boulevard                 
641 Mission Street Partners                                          Right of Entry (Roe) @ 641 Mission St                          
65 Public Square Associates                                          Pop site @ 69 Public Square, Wilkes-Barre, PA                  
700 Prospect Corporation                                             Right of Entry (Roe) @ 700 Prospect Ave                        
707 L.L.C. or 2850 L.L.C.                                            Right of Entry (Roe)                                           
717 S Wells, LLC                                                     Type 1 Central Office - Lucent 5ESS Switch                     
75 Broad LLC                                                         Type 1 Central Office - Lucent 5ESS Switch                     
                                                                       75 Broad Street., NY, NY                                     
770 L Street Investment Group, Inc.                                  Type 1 Central Office - Lucent 5ESS Switch @                   
                                                                       770 L St., Sacramento, CA                                    
8670 Property Partners LTD                                           Right of Entry (Roe) @ 8670 Wilshire Blvd                      
888 Craycroft Properties                                             Pop site @ 888 S. Craycroft Rd., Tucson, AZ                    
910 Associates, Inc.                                                 Right of Entry (Roe) @ 910 16th Street                         
9100 San Pedro Avenue                                                Right of Entry (Roe) @ 9100 San Pedro Avenue                   
9174 S. Jamaica                                                      Type 1 Central Office - Lucent 5ESS Switch                     
96 Inverness LP                                                      Right of Entry (Roe) @ 96 Inverness                            
9620 Chesapeake Building                                             Right of Entry (Roe) @ 9620 Chesapeake Dr                      
Academy Travel Network                                               Right of Entry (Roe)                                           
Accelerated Bureau of Collections Inc                                Right of Entry (Roe)                                           
Access Developer                                                     Collocation agreement and Special Access                       
Access Developer                                                     Collocation  space agreement                                   
Access Transmission Services                                         Construction and use agreement Fiber in Nashville              
ACF Plaza                                                            Right of Entry (Roe) @ 3325 Wilshire                           
ACF Properties                                                       Right of Entry (Roe) @ 8301 E Prentice                         
ACI                                                                  Collocation space agreement                                    
Action Instruments                                                   Right of Entry (Roe) @ 8595 Aero Dr                            
Action Investments                                                   Right of Entry (Roe) @ 945 W Valley Pkwy                       
Actors Theatre of Louisville, Inc.                                   Right of Entry (Roe) @ 313 W Market St                         
Actors Theatre of Louisville, Inc.                                   Right of Entry (Roe) @ 317 W Market St                         
Adaptec                                                              Right of Entry (Roe) @ 1951 S Fordham St                       
ADC SAVILLE                                                          Software and support services                                  
Adkisson Vibeke                                                      Right of Entry (Roe) @ 2095 W Hampden Ave                      
Adler Office Associates, Ltd.                                        Type 1 Central Office - Lucent 5ESS Switch @1701-1707 N.W.     
                                                                       82nd Ave., Miami, FL                                         
ADS Switch Partners, LLC                                             Type 1 Central Office - Lucent 5ESS Switch @ 1414 K            
                                                                       St, Sacramento, CA                                           
ADT Security Systems, Inc.                                           Right of Entry (Roe) @ 14201 East Public Market Drive          
Advanced Property Management & Leasing                               Type 1 Central Office - Lucent 5ESS Switch @ 4007 P Paramount  
                                                                       Blvd, Lakewood, CA                                           
Adventure Unlimited                                                  Right of Entry (ROE)                                           
AEP COMMUNICATIONS LLC                                               Collocation space agreement                                    
AEP Communications, LLC                                              AEP 3 Loc. in Conesville, New Philadelphia, Newark             
Aero Industrial                                                      Right of Entry (Roe) @ 8928 Aero Dr                            
Aero Park Associates                                                 Right of Entry (Roe) @ 8401 Aero Dr                            
Aetna  Life Insurance Co.                                            Type 3 Equipment - Multi tenant or customer premise on-net with
                                                                       transport fiber optic equipment @ 1670 Broadway., Denver, CO 
Aetna Life Insurance                                                 Right of Entry (Roe) @ 1670 Broaddway                          
Aetna Life Insurance Co.                                             Right of Entry (Roe) @ 6101 Carnegie Boulevard                 
Affiliated Medical Practices                                         Right of Entry (Roe) @ 1336 East Main Street                   
Affordable Travel                                                    Right of Entry (Roe)                                           
Aggreko, Inc.                                                        Emergency backup power for CO equipment.                       
AGT International Inc.  BDSI Inc D/B/A Beechwood                     Software and support services.                                 
AIG Life Insurance Co                                                AD&D Policy                                                    
Alameda Credit Union                                                 Right of Entry (Roe) @ 2413 Webb Ave                           
Alameda Real Estate Investments                                      Type III equipment site @ 1000 Atlantic Ave., Alameda, CA      
Alamo Management                                                     Right of Entry (Roe) @ 3201 Cherry Ridge                       
Alexander Street Investors, LLC                                      Type 3 Equipment - Multi tenant or customer premise on-net     
                                                                       with terminating transport fiber optic                       
                                                                       equipment @ 701 E Track St., Charlotte,                      
All Crane Erection & Rental Inc                                      Right of Entry (Roe) @ 5130 W 161st St                         
All State Management Co                                              Right of Entry (Roe) @ 1717 Brittain Road                      
ALTA Broadcasting                                                    Type 1 Central Office - Lucent 5ESS Switch @ 190 Park Center   
                                                                       Plaza ., San Jose, CA                                        
AmCap/Denver Limited Partnership                                     Right of Entry (Roe) @ 12039 Alameda Parkway                   
American Baptist Churches of the Pacific Southwest                   Right of Entry (Roe) @ 970 S Village Oak                       
American Electric Power                                              Pole attachment                                                
American Housekeeping                                                Right of Entry (Roe) @ 625 Yuma Court                          
American Humane Association                                          Right of Entry (Roe) @ 63 Inverness Drive East                 
AMERICAN RECOVERY SERVICE, INC                                       Outside Collection Agency                                      
AMERICAN TELECONFERENCING SERVICES, INC.                             Provides high-quality recorded messages and cassette tapes for 
                                                                       recorded announcement machines.                              
America's First Federal Credit Union                                 Right of Entry (Roe) @ 1225 5th Ave N                          
Ameritech / Prism                                                    This agreement/contract establishes rules for the ordering,    
                                                                       provisioning, and maintenance of equipment and facilities    
                                                                       between ICG and the signee.                                  
Ameritech Information Industry Srvs                                  This agreement/contract establishes rules for the ordering,    
                                                                       provisioning, and maintenance of equipment and facilities    
                                                                       between ICG and the signee.                                  
Amerivoice Corporation                                               Collocation space agreement                                    
AmSher Collection                                                    Right of Entry (Roe) @ 1816 3rd St N                           
Amstar Denver Ltd.,                                                  Right of Entry (Roe) @ 1050 17th St                            
Anderson Family Trust                                                Right of Entry (Roe) @ 19047 San Jose Ave                      
Andrew Earl Karsh                                                    Right of Entry (Roe) @ 3945 Camino Del Rio S                   
Andrews-Bloom Investments LP                                         Type 3 Equipment - Multi tenant or customer premise on-net     
                                                                       with terminating transport fiber optic equipment @ 1098 San  
                                                                       Mateo Ave., San Francisco, CA                                
Anemone Properties Associates, L.P.                                  Right of Entry (Roe) @ 6300 S Syracuse                         
ANS Communications, Inc.                                             Collocation space agreement                                    
Anthony J. Kutschera                                                 Pop site @ 1616 Pacific Avenue, Atlantic City., NJ.            
Apollo-Pacifica, LLC                                                 Right of Entry (Roe)                                           
ARAG Group                                                           Insurance policy                                               
Aragon, Debra                                                        Promissory note to ICG, due 10/99.                             
Arapahoe & Revere Business Center LLC                                Right of Entry (Roe) @ 12450 E. Arapahoe Road                  
Arapahoe & Revere Business Center LLC                                Right of Entry (Roe) @ 12500                                   
Arden Landmark, L.L.C.                                               East Arapahoe Road Pop site @ 1099 N. Meridian.,               
                                                                       Indianapolis, IN                                             
Arden Realty Limited Partnership                                     Right of Entry (Roe) @ 34 Centerlake Ave                       
Arden Realty, Inc.                                                   Right of Entry (Roe) @ 17390 Brookhurst St                     
Arena Group 2000, LLC                                                Right of Entry (Roe) @ 3500 Sports Arena Blvd                  
Argora Properties, LP                                                Pop site @ 120 SE 6th, Topeka, KS                              
Art Letich Realtors                                                  Right of Entry (Roe) @ 4535 30th St                            
Artesia Data Systems, Inc.                                           Right of Entry (Roe)                                           
Arthur Bros Investment Co                                            Right of Entry (Roe) @ 2020 Walsh Ave                          
Arts Center Foundation                                               Right of Entry (Roe) @ 126 N Main Street                       
Arts Center Foundation                                               Right of Entry (Roe) @ 138 N Main Street                       
Arunee & John Pattaphongse                                           Right of Entry (Roe) @ 1111 E 10th St                          
Asean Telecom                                                        SS7 and Special Access                                         
Ashford Loop Associates, L.P.                                        Type 1 Central Office - Lucent 5ESS Switch                     
Ashisk Vibhakar                                                      Equipment Installation Agreement 23639 Hawthorne               
                                                                       Boulevard Torrance, CA 90505                                 
Ashley Weyland                                                       Right of Entry (Roe) @ 4212 East Southcross                    
Aspen Properties LP                                                  Right of Entry (Roe) @ 1576 N Bativia                          
Assistance League of Huntington Beach                                Right of Entry (Roe) @ 8071 Slater Ave Private line. Long      
AT&T                                                                 distance, & PRI                                                
AT&T COMMUNICATIONS, INC                                             Special Access                                                 
Atomic Investments, Inc.                                             Right of Entry (Roe) @ 2755 Dos Aarons Way                     
Atrium Properties, LLC                                               Right of Entry (Roe) @ 12062 Valley View Avenue                
Augustus Properties                                                  Right of Entry (Roe) @ 215 W Alameda                           
Auraria Foundation                                                   Right of Entry (Roe) @ 1250 14th Street                        
Auraria Higher Education Center                                      Right of Entry (Roe) @ 1101 13th Street                        
AVCO Center Corporation                                              Right of Entry (Roe) @ 10850 Wilshire Blvd                     
Aweida Investment                                                    Right of Entry (Roe) @ 5375 Western Ave                        
B. Donald Grant                                                      Pop site @ 1750 E Arenas Rd., Palm Springs, CA                 
Balco Properties                                                     Right of Entry (Roe) @ 1624 Franklin St                        
Bank Building Limited Partnership, NW                                Type 2 Hub - Transport equipment on-net - multiple fiber       
                                                                       optic systems 55 Marietta St., NW, Atlanta, GA               
Barber Dairies, Inc.                                                 Right of Entry (Roe) @ 117 Gemini Circle                       
Barber Dairies, Inc.                                                 Right of Entry (Roe) @ 135 Gemini Circle                       
Barber Dairies, Inc.                                                 Right of Entry (Roe) @ 216 Aquarius Dr                         
Barber Dairies, Inc.                                                 Right of Entry (Roe) @ 234 Aquarius Dr                         
Barber Dairies, Inc.                                                 Right of Entry (Roe) @ 2700 6th Ave S                          
Barber Dairies, Inc.                                                 Right of Entry (Roe) @ 2700 7th Ave S                          
Barclays American Corporation                                        Right of Entry (Roe) @ 201 South Tyron Street                  
Barry Avenue Plating Co., Inc.                                       Right of Entry (Roe) @ 2210 Barry Avenue                       
Batavia Investors LLC                                                Right of Entry (Roe) @ 2324 North Batavia Street               
Bath Technology Associates                                           Right of Entry (Roe) @ 320 Springside Dr                       
Bath Technology Associates                                           Right of Entry (Roe) @ 350 Springside Dr                       
Bay 511 Corp                                                         Right of Entry (Roe) @ 5111 DTC Pkwy                           
Bay 511 Corp                                                         Right of Entry (Roe) @ 5575 DTC Pkwy                           
Bay 55 Corporation                                                   Right of Entry (Roe)                                           
Bay Area Professional                                                Right of Entry (Roe) @ 7121 S. Padre Island Drive              
BayView Center                                                       Right of Entry (Roe) @ 1475 6th Avenue                         
BCI Properties Company # 44                                          Right of Entry (Roe) @ 4101 Stuart Andrews Blvd                
BCI Properties Company # 44                                          Right of Entry (Roe) @ 4105 Stuart Andrews Blvd                
BCI Properties Company # 44                                          Right of Entry (Roe) @ 4109 Stuart Andrews Blvd                
BCI Properties Company # 44                                          Right of Entry (Roe) @ 4201 Stuart Andrews Blvd                
BCI Properties Company # 44                                          Right of Entry (Roe) @ 4205 Stuart Andrews Blvd                
BCI Properties Company # 44                                          Right of Entry (Roe) @ 4209 Stuart Andrews Blvd                
BCI Properties Company # 44                                          Right of Entry (Roe) @ 4215 Stuart Andrews Blvd                
BCI Properties Company # 44                                          Right of Entry (Roe) @ 4301 Stuart Andrews Blvd                
BCI Properties Company #44                                           Right of Entry (Roe) @ 4321 Stuart Andrews Blvd                
BCI Property Co. No. 10                                              Right of Entry (Roe) @ 1901 Roxborough Road                    
BCI Property Company # 10                                            Right of Entry (Roe) @ 6525 Rexford Road                       
BCI Property Company # 11                                            Right of Entry (Roe) @ 2001 Rexford Road                       
BCI Property Company # 111                                           Right of Entry (Roe) @ 4201 Congress Street                    
BCI Property Company # 21                                            Right of Entry (Roe) @ 2115 Rexford Road                       
BCI Property Company # 43                                            Right of Entry (Roe) @ 2101 Rexford Road                       
BDSI d/b/a Beechwood Intercom                                        Software and License Agreement                                 
Beechcroft Building Partnership                                      Right of Entry (Roe) @ 5797 Beechcroft Road                    
Beerman Realty Company                                               Site: 6450 Poe Ave., Dayton, Ohio                              
Belk Brothers Properties Inc.,                                       Right of Entry (Roe) @ 2801 West Tyvola Road                   
Bell Atlantic-Virginia Inc.                                          This agreement/contract establishes rules for the ordering,    
                                                                       provisioning, and maintenance of equipment and facilities    
                                                                       between ICG and the signee.                                  
Bell South Interconnection Services                                  Collocation agreement                                          
BellSouth Telecommunications Inc.                                    Pole attachment                                                
BellSouth Telecommunications Inc.                                    This agreement/contract establishes rules for the ordering,    
                                                                       provisioning, and maintenance of equipment and facilities    
                                                                       between ICG and the signee.                                  
Benjamin Ford                                                        Right of Entry (Roe)                                           
Benjamin Ford                                                        Right of Entry (Roe) @ 5010 Market St                          
Bernstein Investments                                                Right of Entry (Roe)                                           
BetaWest-Scanticon Joint Venture                                     Right of Entry (Roe) @ 188 Inverness Drive                     
Beutler Heating and Air, Inc.                                        Right of Entry (Roe) @ 9605 Oates Drive                        
Beverly Hills Center, LLC                                            Type 3 Equipment - Multi tenant or customer premise            
                                                                       on-net with terminating transport fiber optic                
                                                                       equipment @ 2323 Bryan St., Dallas, TX                       
Bijou LTD Liability Co.                                              Type 3 Equipment - Multi tenant or customer premise            
                                                                       on-net with terminating transport fiber optic                
                                                                       equipment @ 2221 E. Bijou., Colorado Springs, CO             
Birmingham Realty Company                                            Type 1 Central Office - Lucent 5ESS Switch                     
Bitro Telecom                                                        Special Access                                                 
Bixby Ranch Company                                                  Right of Entry (Roe) @ 3020 Old Ranch Pkwy                     
BJCC Authority                                                       Right of Entry (Roe) @ 950 22nd Ave N                          
Blue Cross Blue Shield                                               Right of Entry (Roe) @ 2060 East 9th Street Employee           
                                                                       medical coverage                                             
Blue Cross of California                                             Right of Entry (Roe) @ 2108 Plantside Drive                    
Bluegrass Office Building                                            Right of Entry (Roe) @ 5777 Central                            
BMC Properties, LLC                                                  Right of Entry (Roe) @ 2124 El Camino Real                     
Bo Gustafson                                                         Pop site @ 350 Third St., Baton Rouge, LA                      
Bob Dean/Beliste Building                                            Right of Entry (Roe) @ 8400 Prentice Ave                       
Boettcher Bldg LP                                                    Right of Entry (Roe) @ 5151 Oceanus Drive                      
Bolsa Business Park Management                                       Type 2 Hub - Transport equipment on-net - multiple fiber       
BOMCM/Village Hillcrest, LP                                            optic systems 3965 5th Ave., San Diego, CA                   
BOS Properties                                                       Right of Entry (Roe) @ 3615 Kearny Villa Rd                    
Boulder and Left Hand Irr Co, The                                    Ditch crossing agreement                                       
BOULEVARD MEDIA, INC.                                                Master Telecommunications Services Agreement                   
Boulos Property Management                                           Pop site @ 477 Congress., Portland, ME                         
Boyd Enterprises Utah, L.L.C.                                        Type 1 Central Office - Lucent 5ESS Switch @ 2342              
                                                                       S. Presidents Dr., Salt Lake City, Utah.                     
Bradbury Family Partnership                                          Right of Entry (Roe) Lots 3&4 Inverness                        
Brandywine Operating Partnership, LP                                 Pop site @ 600 E Main Street, Richmond, VA                     
Brannan Partners LP                                                  Type 2 Hub - Transport equipment on-net - multiple fiber       
                                                                       optic systems; @ 274 Brannan St., San Francisco, CA          
BRE/MAXUS LLC                                                        Type 1 Central Office - Lucent 5ESS Switch                     
Brent Bolken                                                         Right of Entry (Roe) @ 7424 Trade Street                       
Brewer-Garret Company                                                Nationwide HVAC maintenance.                                   
Brewer-Garret Company                                                Nationwide HVAC maintenance.                                   
Bridgewater Place LLC                                                Pop site @ 333 Bridge St., Grand Rapids, MI                    
Bright Properties West                                               Right of Entry (Roe) @ 600 W Broadway                          
Britannia Hacienda I L.P.                                            Right of Entry (Roe) @ 4511 Willow Dr                          
Brommel Properties c/o Ameriland Realty                              Right of Entry (Roe) @ 2110 East 1st street                    
Brontel-Bearing Bronze Co.,                                          Right of Entry (Roe) @ 9314 Elizabeth Avenue                   
Brookwood L.L.C.                                                     Right of Entry (Roe) @ 2900 Hwy 280 E                          
Broomfield Tech Center Corporation                                   Right of Entry (Roe)                                           
Bryan Reed Company                                                   Pop site @ 209 19th St, Omaha, NE                              
BRYON SELL, KRISTINE SELL, TYRON SELL & MISTY SELL                   Easement                                                       
Buell W. Stone                                                       Right of Entry (Roe) @ 810 Jamacha Road                        
Burlington Northern                                                  Right of Way.                                                  
Burns Enterprises, Inc.                                              Right of Entry (Roe) @ 100 Inverness Terrace East              
Busch Properties                                                     Right of Entry (Roe) @ 1103 Schrock Rd                         
Bushnell Investments, Inc.                                           Right of Entry (Roe) @ 1 S. Limestone St                       
Butler-Johnson Corporation                                           Right of Entry (Roe) @ 1480 Nicora Avenue                      
Byron Sell, Kristine Sell, Tyron Sell & Misty Sell                   Right of Entry (Roe)                                           
Byron, Kristine, Tyron & Misty Sell                                  Utility Easement Agreement                                     
C. K. Southern Associates                                            Right of Entry (Roe) @ 301 South College Street                
C.B. Investments                                                     Pop site @ 5915 NW 23, Oklahoma City, OK                       
C.S. Municipal Airport                                               Right of Entry (Roe) @ 7770 Drennon Rd                         
c/o Anastasi Realtors                                                Right of Entry (Roe) @ 1312 Aviation Rd                        
c/o Brookwood Management Company, Inc.                               Right of Entry (Roe) @ 1201 South Main Street                  
c/o John Stewart & Company                                           Right of Entry (Roe) @ 580 18th Avenue                         
C3 Comm/Fortuna                                                      Corpus Christi fiber lease agreement                           
C3 Comm/Fortuna                                                      San Antonio & Austin Fiber Lease Agreement, Purchase           
                                                                       Agreement, Maintenance Agreement, and Right of Way           
                                                                       Agreement                                                    
C3 COMMUNICATIONS                                                    Carrier -private line.                                         
C3 COMMUNICATIONS                                                    CARRIER SALES AGREEMENTS- PRIVATE LINE                         
C3 COMMUNICATIONS                                                    Corpus Christi fiber lease & rack space rental.                
C3 COMMUNICATIONS                                                    Leased fiber                                                   
CAC Real Estate                                                      Right of Entry (Roe) @ 330 Townsend Court                      
Cahners Publishing                                                   Faxing Services Agreement                                      
California Institute of Technology                                   Right of Entry (Roe) @ 1200 E California Blvd                  
California Pharmacists Inc                                           Right of Entry (Roe) @ 11121 St                                
California Workspace                                                 Right of Entry (Roe) @ 3054 Fite Cir                           
Callidus Software Inc.                                               Source code escrow agreement.                                  
Cambridge Realty Group, Inc.                                         Right of Entry (Roe) @ 1017 N. Main                            
Camelot Real Estate                                                  Right of Entry (Roe) @ 5898 S. Land Park Dr                    
Cameron Harris                                                       Right of Entry (Roe) @ 6400 Fairview Road                      
Cameron M. Harris                                                    Right of Entry (Roe) @ 6324 Fairview Road                      
Canal Place Ltd.                                                     Pop site @ 520 S. Main., Akron, OH                             
Canal Place Ltd.                                                     Type 1 Central Office - Lucent 5ESS Switch @ 520 S.            
                                                                       Main., Akron, OH                                             
Canal Place Ltd.                                                     Type 3 Equipment - Multi tenant or customer premise            
                                                                       on-net with terminating  transport fiber optic               
                                                                       equipment @ 520 S.  Main., Akron, OH                         
Canyon Investments                                                   Right of Entry (Roe) @ 2500 Marconi Avenue                     
Capital & Counties c/o Charles Dunn RE Services                      Right of Entry (Roe) @ 800 W 6th Street                        
Capital Foresight                                                    Right of Entry (Roe) @ 110 16th Street                         
Capital View Center Condominium Association                          Right of Entry (Roe) @ 1301 South Capital of Texas             
                                                                       Highway                                                      
CARDINAL MANAGEMENT CORPORATION                                      Type 1 Central Office - Lucent 5ESS Switch - An active         
                                                                       switch site @ 8504   Tyco Rd., Vienna, VA                    
Carlsbad Commerce Center                                             Right of Entry (Roe) @ 2185 Faraday Avenue                     
Carmel Country Plaza, LP c/o American Assets Inc                     Right of Entry (Roe) @ 12750 Carmel Country                    
Carriage Services Corporation                                        Right of Entry (Roe) @ 2731 Comanche                           
Carriage Trace, Inc.                                                 Right of Entry (Roe)                                           
Carson Industrial Park Associates                                    Right of Entry (Roe) @ 17800 S Main Street                     
Cascade Plaza Associates, LLC                                        Type 2 Hub - Transport equipment on-net - multiple fiber       
                                                                       optic systems @   One Cascade Plaza., Akron, OH              
Cascades Denver Corporation                                          Right of Entry (Roe) @ 6300 South Syracuse Way                 
Castle Hills Church Northwest                                        Right of Entry (Roe) @ 9750 Huebner Road                       
Catellus Corporation                                                 Right of Entry (Roe) @ 165 Commerce Circle                     
Catellus Development Corporation                                     Right of Entry (Roe) @ 12035 Burke Street                      
Catlin Properties, Owner Agent                                       Right of Entry (Roe) @ 11001 West 120th Ave                    
CB Richard Ellis, Inc                                                Type 1 Central Office at 600 West Seventh St.                  
CBIF VI, No. 1 Co.                                                   Right of Entry (Roe) @ 8000 East Maplewood                     
CBIZ PROPERTY TAX SOLUTIONS, INC.                                    Outside services                                               
CC Drs Medical Bldg. Condo Assoc. Inc                                Right of Entry (Roe) @ 3301 S. Alameda                         
CCMI                                                                 Software and support services                                  
CCS Assets Investments (Jendy and Sprague)                           Right of Entry (Roe) @ 645 Lock Hill Selma                     
Center Denver Industrial Associates                                  Right of Entry (Roe)                                           
Center for Communications Management Information                     Agreement allowing ICG to enter public right of way to lay or  
                                                                       maintain existing fiber, underground or above ground.        
Centoff Realty Company, Inc.                                         Right of Entry (Roe) @ 214 Centerview Dr                       
Centoff Realty Company, Inc.                                         Right of Entry (Roe) @ 7101 Executive Center Drive             
Central Bank National Association                                    Right of Entry (Roe) @ 1515 Arapahoe Street                    
Central Building Associates, LLC                                     Right of Entry (Roe) @ 436 14th Street                         
Central Colorado Mgmt Owner Representatives                          Right of Entry (Roe) @ 1605 S Tejon St                         
Central Power & Light Company                                        Vault access attachment agreement                              
Central Power & Light/ CSWS                                          Type 1 Central Office - Lucent 5ESS Switch                     
Central Power and Light Company                                      Pole attachment                                                
Century Plaza Company                                                Right of Entry (Roe) @ 3 Riverchase Plaza                      
Champions LLC                                                        Type 2 Hub - Transport equipment on-net - multiple fiber       
                                                                       optic systems @ 7008 Champions Blvd., Birmingham, AL         
Charles & Sandra Metzger                                             Right of Entry (Roe) @ 3500 Folsom Blvd                        
Charles Coben                                                        Right of Entry (Roe) @ 1803 Bandera                            
Charles Coben                                                        Right of Entry (Roe) @ 8111 Meadow Leaf                        
Charles Coben                                                        Right of Entry (Roe) @ 8615 Marbach                            
CHARLES J LOMBARDO                                                   EASEMENT                                                       
Charles J. Lombardo                                                  Right of Entry (Roe) @ 5515 Cloverleaf Parkway                 
Charles Schwab & Company                                             Employee insurance coverage                                    
Charles Schwab Trust Company                                         Employee insurance coverage                                    
Charter Communications                                               Right of Entry (Roe) @ 199 S Los Robles Ave                    
Chartwell Limited Partnership II                                     Office Space @ 1930 Center Park Drive                          
Chattanooga Bank Associates                                          Pop site @ 737 Market Street., Chattanooga, TN                 
Chen International Publications USA, Inc.                            Right of Entry (Roe) @ 870 Monterey Pass Rd                    
Cherry Creek Mortgage (David Kofoed)                                 Right of Entry (Roe)                                           
Cherry Tree, LLC                                                     Right of Entry (Roe) @ 4500 Cherry Creek Drive S               
China Basin Landing, Ltd.                                            Right of Entry (Roe) @ 185 Berry                               
Chippendale Office Park                                              Right of Entry (Roe) @ 4811 Chippendale Dr                     
Chrisman Construction                                                Right of Entry (Roe)                                           
CIGNA                                                                Employee insurance coverage                                    
Cincinnati Bell Long Distance                                        Right of Entry (Roe) @ 1621 Euclid                             
Cincinnati Bell Telephone Co                                         This agreement/contract establishes rules for the ordering,    
                                                                       provisioning, and maintenance of equipment and facilities    
                                                                       between ICG and the signee.                                  
Cincinnati Bell Telephone Company                                    This agreement/contract establishes rules for the ordering,    
                                                                       provisioning, and maintenance of equipment and facilities    
                                                                       between ICG and the signee.                                  
CITY & COUNTY OF DENVER                                              Roe @ Denver Convention Center - 1555 California Street        
CITY & COUNTY OF DENVER                                              Settlement agreement re: fiber in city rights-of-way           
                                                                       (dated 3/99).                                                
City & County of San Francisco                                       City and County of San Francisco Utility Conditions Permit     
                                                                       Authorizing Construction,  Installation, and Maintenance     
                                                                       of Facilities Within the Public Right of Way 99-1240         
City & County of San Francisco                                       Utility Conditions Permit Authorizing Construction,            
                                                                       Installation, and Maintenance of Facilities                  
                                                                       Within the Public Right of Way 99-1240                       
CITY AND COUNTY OF DENVER                                            Dedicated Transport Service Agreement                          
City Centre Partners                                                 Right of Entry (Roe) @ 770 L Street                            
City Mall                                                            Pop site @ 948 11th St., Modesto, CA                           
City of Akron                                                        Agreement allowing ICG to enter public right of way to lay or  
                                                                       maintain existing fiber, underground or above ground.        
City of Akron                                                        Agreement allowing ICG to enter public right of way to lay or  
                                                                       maintain existing fiber, underground or above ground.        
CITY OF ALAMEDA                                                      IRU agreement - part of optical fiber use agreement            
City of Alameda                                                      Optical Fiber use agreement                                    
City of Anaheim                                                      Agreement allowing ICG to enter public right of way to lay or  
                                                                       maintain existing fiber, underground or above ground.        
City of Anaheim, City Clerk                                          Utility pole lease agreement                                   
City of Atlanta                                                      Agreement allowing ICG to enter public right of way to lay or  
                                                                       maintain existing fiber, underground or above ground.        
City of Atlanta Comm of Public Works                                 Agreement allowing ICG to enter public right of way to lay or  
                                                                       maintain existing fiber, underground or above ground.        
City of Aurora                                                       Agreement allowing ICG to enter public right of way to lay or  
                                                                       maintain existing fiber, underground or above ground.        
CITY OF AUSTIN                                                       Infrastructure usage agreement                                 
City of Austin C/O Electric Utility Dept                             City of Austin - Infrastructure Usage Agreement 98-3543        
City of Beachwood                                                    Agreement allowing ICG to enter public right of way to lay or  
                                                                       maintain existing fiber, underground or above ground.        
City of Birmingham                                                   Agreement allowing ICG to enter public right of way to lay or  
                                                                       maintain existing fiber, underground or above ground.        
City of Broadview Heights                                            Agreement allowing ICG to enter public right of way to lay or  
                                                                       maintain existing fiber, underground or above ground.        
City Of Charlotte                                                    Right of Entry (Roe) @ 100 Paul Buck Blvd                      
City Of Charlotte                                                    Right of Entry (Roe) @ 1225 South Caldwell Street              
City Of Charlotte                                                    Right of Entry (Roe) @ 1325 East Seventh Street                
City Of Charlotte                                                    Right of Entry (Roe) @ 211 North College Street                
City Of Charlotte                                                    Right of Entry (Roe) @ 221 North Myers Street                  
City Of Charlotte                                                    Right of Entry (Roe) @ 310 North Tryon Street                  
City Of Charlotte                                                    Right of Entry (Roe) @ 401 West Trade Street                   
City Of Charlotte                                                    Right of Entry (Roe) @ 426 North Tryon Street                  
City Of Charlotte                                                    Right of Entry (Roe) @ 500 West Trade Street                   
City Of Charlotte                                                    Right of Entry (Roe) @ 519 Spratt Street                       
City Of Charlotte                                                    Right of Entry (Roe) @ 525 North Church Street                 
City Of Charlotte                                                    Right of Entry (Roe) @ 530 Spratt Street                       
City Of Charlotte                                                    Right of Entry (Roe) @ 531 Spratt Street                       
City Of Charlotte                                                    Right of Entry (Roe) @ 535 Spratt Street                       
City Of Charlotte                                                    Right of Entry (Roe) @ 5501 Josh Birmingham Parkway            
City Of Charlotte                                                    Right of Entry (Roe) @ 600 East Fourth Street                  
City Of Charlotte                                                    Right of Entry (Roe) @ 600 East Trade Street                   
City Of Charlotte                                                    Right of Entry (Roe) @ 610 East Seventh Street                 
City Of Charlotte                                                    Right of Entry (Roe) @ 618 North College Street                
City Of Charlotte                                                    Right of Entry (Roe) @ 700 East Fourth Street                  
City Of Charlotte                                                    Right of Entry (Roe) @ 700 North Tryon Street                  
City Of Charlotte                                                    Right of Entry (Roe) @ 720 East Fourth Street                  
City Of Charlotte                                                    Right of Entry (Roe) @ 801 East Fourth Street                  
City Of Charlotte                                                    Right of Entry (Roe) @ 825 East Fourth Street                  
City Of Charlotte                                                    Right of Entry (Roe) @ 829 Louise Avenue                       
City Of Charlotte                                                    Right of Entry (Roe) @ 932 Seigle Avenue                       
City of Cincinnati                                                   Agreement allowing ICG to enter public right of way to lay or  
                                                                       maintain existing fiber, underground or above ground.        
CITY OF COLORADO SPRINGS                                             Agreement allowing ICG to enter public right of way to lay or  
                                                                       maintain existing fiber, underground or above ground.        
City of Colorado Springs                                             Right of Entry (Roe) @ 18 S Nevada                             
City of Colorado Springs                                             Right of Entry (Roe) @ 217 S Wasatch                           
City of Colorado Springs                                             Right of Entry (Roe) @ 404 W Fontanero                         
City of Colorado Springs                                             Right of Entry (Roe) @ 7770 Drennon Rd                         
City of Columbia                                                     Agreement allowing ICG to enter public right of way to lay or  
                                                                       maintain existing fiber, underground or above ground.        
City of Corpus Christi                                               Agreement allowing ICG to enter public right of way to lay or  
                                                                       maintain existing fiber, underground or above ground.        
City of Dallas                                                       Agreement allowing ICG to enter public right of way to lay or  
                                                                       maintain existing fiber, underground or above ground.        
City of Dublin                                                       Agreement allowing ICG to enter public right of way to lay or  
                                                                       maintain existing fiber, underground or above ground.        
City of Fairlawn                                                     Agreement allowing ICG to enter public right of way to lay or  
                                                                       maintain existing fiber, underground or above ground.        
CITY OF GARFIELD HEIGHTS                                             Agreement allowing ICG to enter public right of way to lay or  
                                                                       maintain existing fiber, underground or above ground.        
CITY OF GLENDALE                                                     Agreement allowing ICG to enter public right of way to lay or  
                                                                       maintain existing fiber, underground or above ground.        
CITY OF GREELY                                                       FRANCHISE AGREEMENT                                            
CITY OF GREELY                                                       FRANCHISE AGREEMENT                                            
CITY OF GREENWOOD VILLAGE                                            Agreement allowing ICG to enter public right of way to lay or  
                                                                       maintain existing fiber, underground or above ground.        
City of Greenwood Village                                            Right of Entry (Roe) @ s. Quebec Street                        
CITY OF HOMEWOOD                                                     Agreement allowing ICG to enter public right of way to lay or  
                                                                       maintain existing fiber, underground or above ground.        
CITY OF HOMEWOOD                                                     Agreement allowing ICG to enter public right of way to lay or  
                                                                       maintain existing fiber, underground or above ground.        
CITY OF HOUSTON                                                      Right of way                                                   
CITY OF INDEPENDENCE                                                 Agreement allowing ICG to enter public right of way to lay or  
                                                                       maintain existing fiber, underground or above ground.        
CITY OF IRWINDALE                                                    Agreement allowing ICG to enter public right of way to lay or  
                                                                       maintain existing fiber, underground or above ground.        
CITY OF IRWINDALE                                                    Agreement allowing ICG to enter public right of way to lay or  
                                                                       maintain existing fiber, underground or above ground.        
CITY OF LAFAYETTE                                                    License Agreement dated 3/10/99 allowing ICG to use City owned 
                                                                       conduit to install ICG Fiber.                                
CITY OF LAFAYETTE                                                    Development agreement dated 3/10/99 allowing ICG to            
                                                                       install additional fiber within the city.                    
CITY OF LAKEWOOD                                                     Agreement allowing ICG to enter public right of way to lay or  
                                                                       maintain existing fiber, underground or above ground.        
CITY OF LAKEWOOD                                                     Agreement allowing ICG to enter public right of way to lay or  
                                                                       maintain existing fiber, underground or above ground.        
CITY OF LITTLETON                                                    Agreement allowing ICG to enter public right of way to lay or  
                                                                       maintain existing fiber, underground or above ground.        
CITY OF LITTLETON                                                    Revocable License                                              
CITY OF LONGMONT                                                     Agreement allowing ICG to enter public right of way to lay or  
                                                                       maintain existing fiber, underground or above ground.        
CITY OF LONGMONT                                                     Use of Public places agreement                                 
CITY OF LOS ANGELES                                                  Optical Fiber use agreement                                    
CITY OF LOS ANGELES WATER & POWER DEPT                               IRU in Los Angeles.                                            
CITY OF MAYFIELD HEIGHTS                                             Agreement allowing ICG to enter public right of way to lay or  
                                                                       maintain existing fiber, underground or above ground.        
CITY OF OAKLAND                                                      Conduit agreement                                              
CITY OF PALO ALTO                                                    Construction agreement                                         
CITY OF PALO ALTO DEPT OF PUBLIC WORKS                               Permit to construct, install and maintain fiber optic.         
CITY OF PARKER                                                       Agreement allowing ICG to enter public right of way to lay or  
                                                                       maintain existing fiber, underground or above ground.        
CITY OF PARMA                                                        Agreement allowing ICG to enter public right of way to lay or  
                                                                       maintain existing fiber, underground or above ground.        
CITY OF SAN ANTONIO                                                  Agreement allowing ICG to enter public right of way to lay or  
                                                                       maintain existing fiber, underground or above ground.        
City Of Santa Monica                                                 Right of Entry (Roe) @ 2900 Airport Avenue                     
CITY OF SEVEN HILLS                                                  Agreement allowing ICG to enter public right of way to lay or  
                                                                       maintain existing fiber, underground or above ground.        
CITY OF SEVEN HILLS                                                  Agreement allowing ICG to enter public right of way to lay or  
                                                                       maintain existing fiber, underground or above ground.        
CITY OF TERRELL HILLS                                                Right of way license agreement                                 
CITY OF TORRANCE                                                     Agreement allowing ICG to enter public right of way to lay or  
                                                                       maintain existing fiber, underground or above ground.        
CITY OF TORRANCE                                                     Agreement allowing ICG to enter public right of way to lay or  
                                                                       maintain existing fiber, underground or above ground.        
CITY OF VESTAVIA HILLS                                               Agreement allowing ICG to enter public right of way to lay or  
                                                                       maintain existing fiber, underground or above ground.        
CITY OF WESTMINSTER                                                  FRANCHISE AGREEMENT                                            
City Treasury Supervisor                                             Type 1 Central Office - Lucent 5ESS Switch @ 703 Urban         
                                                                       Loop., San Antonio, TX                                       
Civic Center Office Investors, LLc                                   Type 2 Hub - Transport equipment on-net - multiple fiber       
                                                                       optic systems @ 675 N. First St., San Jose, CA               
CJ Figone                                                            Right of Entry (Roe) @ 420 17TH Street                         
CKZ Limited Liability Company                                        Right of Entry (Roe) @ 6350 Nautilus Dr                        
Cleveland Center Investors I, LLC                                    Right of Entry (Roe) @ 1375 E 9th Street                       
Clocktower Properties, LLC                                           Right of Entry (Roe) @ 14201 E 4th                             
Clocktower Properties, LLC                                           Right of Entry (Roe) @ 14211 E 4th                             
Clocktower Properties, LLC                                           Right of Entry (Roe) @ 14221 E 4th                             
Clocktower Properties, LLC                                           Right of Entry (Roe) @ 14231 E 4th                             
Clocktower Properties, LLC                                           Right of Entry (Roe) @ 14241 E 4th                             
Clocktower Properties, LLC                                           Right of Entry (Roe) @ 14261 E 4th                             
Clocktower Properties, LLC                                           Right of Entry (Roe) @ 14291 E 4th                             
Cloughton Investments                                                Right of Entry (Roe) @ 4775 Centennial                         
CM Federal, LP                                                       Right of Entry (Roe) @ 60 Federal                              
CMD Realty Investment Fund LP                                        Right of Entry (Roe) @ 8085 S Chester Street                   
CoBank                                                               Right of Entry (Roe)                                           
COBRAHELP                                                            Employee benefit                                               

Coleman Center Investors LLC c/o  CBA Property Management, Inc.      Right of Entry (Roe) @ 1284 W San Marcos Blvd                  
Colleen Kroha                                                        Right of Entry (Roe) @ 5622 N Rosemead Blvd                    
Colliers International                                               Right of Entry (Roe) @ 1100                                    
Colliers International                                               Superior Avenue Right of Entry (Roe) @ 1367 E 6th Street       
Colliers International                                               Right of Entry (Roe) @ 1501 Euclid Avenue                      
Colorado Community First National Bank                               Right of Entry (Roe) @ 890 W Cherry                            
Colorado Department of Transportation                                Right of Entry (Roe) @ 4201 E Arkansas                         
Colorado National Bank                                               Right of Entry (Roe) @ 210 University                          
Colorado Springs Utilities                                           Right of Entry (Roe) @ 1 Chapel Hills Drive                    
Colorado Springs Utilities                                           Right of Entry (Roe) @ 1 Old Ranch Rd                          
COLORADO STATE UNIVERSITY                                            Dedicated transport Services Agreement                         
COLORADO STATE UNIVERSITY                                            Master Telecommunications Services Agreement                   
Columbia / Columbine Psychiatric Center                              Right of Entry (Roe) @ 8565 S Poplar Way                       
Columbia / North Suburban Medical Center                             Right of Entry (Roe) @ 9191 Grant                              
Columbia / Swedish Medical Center                                    Right of Entry (Roe) @ 501 E Hampden Ave                       
Columbia Medical Building, A Bancap Property                         Right of Entry (Roe) @ 2840 Long Beach Blvd                    
Columbia/Aurora Presbyterian Hospital                                Right of Entry (Roe) @ 700 S Potomac                           
Columbia/Aurora Regional Medical Center                              Right of Entry (Roe) @ 1501 S Potomac                          
Columbia/Bethesda Campus                                             Right of Entry (Roe) @ 4400 E Illiff                           
Columbia/Centennial Healthcare Plaza                                 Right of Entry (Roe) @ 14100 E Arapahoe                        
Columbia/Rose Medical Center                                         Right of Entry (Roe) @ 4567 E 9th Ave                          
Columbus Central Properties                                          Type 1 Central Office - Lucent 5ESS Switch                     
COLUMBUS SOUTHERN POWER CO                                           Ohio long haul IRU and a fiber IRU in Columbus.                
COMMUNICATION SYSTEMS DEVELOPMENT, INC                               Construction of a conduit - Bryant Street to Harwood.          
COMPUTER BASICS, INC.                                                Collocation space agreement                                    
COMPUWEB, INC.                                                       Collocation space agreement                                    
Concordic LTD.                                                       Right of Entry (Roe) @ 655 Richland Hills Drive                
CONNECT COMMUNICATIONS INC                                           Carrier Sales agreement                                        
CONNECT COMMUNICATIONS INC                                           Collocation space agreement                                    
Constellation Properties                                             Right of Entry (Roe) @ 518 17th Street                         
COPYRIGHT CLEARANCE CENTER INC                                       Annual authorizations service, repertory license agreement     
Corban Communications, Inc.                                          Type 3 Equipment - Multi tenant or customer premise            
                                                                       on-net with terminating transport fiber optic equipment @ 112
                                                                       Colorado Street., Austin, TX                                 
Cornerstone Denver, LLC                                              Right of Entry (Roe) @ 1700 Lincoln Ave                        
Cornerstone Properties II, LLC                                       Right of Entry (Roe) @ 2 N 2nd St                              
Cornerstone Real Estate Advisers, Inc.                               Type 2 Hub - Transport equipment on-net - multiple fiber       
                                                                       optic systems @ 230 S Tryon St., Charlotte, NC               
Corporate Express Real Estate Inc.,                                  Right of Entry (Roe) @ 525 Interlocken Blvd                    
Cortney Court Partners                                               Right of Entry (Roe) 18030 Cortney St                          
Cotton Club Bottling & Canning Co.                                   Right of Entry (Roe) 4922 E. 49th Street                       
Cottonwood Square Partnership                                        Right of Entry (Roe) @ 2729 S Lakeridge Trail                  
COUNTY OF MECKLINBURG                                                Agreement allowing ICG to enter public right of way to lay or  
                                                                       maintain existing fiber, underground or above ground.        
Coury Properties, Inc.                                               Pop site @ 7136 S. Yale., Tulsa, OK                            
Cousins Properties, Inc                                              Right of Entry (Roe) @ 101 N Tryon Street                      
Crescent Real Estate Funding I, LP                                   Right of Entry (Roe) @ 4643 S Ulster Street                    
Crown Enterprises, Inc. (Kee Logistics, Inc.)                        Right of Entry (Roe)                                           
Crown Equipment Corporation                                          Right of Entry (Roe) @ 4061 Via Oro                            
CSX TRANSPORTATION                                                   Railroad crossing                                              
Cummins Station LLC                                                  Right of Entry (Roe) @ 209 10th Ave S                          
Customs House Associates, LTD                                        Right of Entry (Roe) @ 701 Broadway                            
Cuyahoga Savings Mangement Compant                                   Right of Entry (Roe) @ One Erieview Plaza                      
CYBER-TEL COMMUNICATIONS                                             Collocation space agreement                                    
Cypress Communications, Inc.                                         Master Telecommunications Services Agreement                   
Cyprus Amax Minerals Co                                              Right of Entry (Roe) @ 9100 E                                  
D & G Development                                                    Mineral Pop site @ 301 Washington Ave, Memphis, TN             
D & K Management Fund, Inc                                           Pop site @ 312 E. Wisconsin Ave., Milwaukee, WI                
D.R.Russel                                                           Right of Entry (Roe) @ 910 Grand Avenue                        
Dan Manin                                                            Equipment Installation Agreement 4645 Cass Street San          
                                                                       Diego, CA                                                    
Danis Properties Co                                                  Right of Entry (Roe) @ 3232 Newmark Dr                         
Darryll Tetz                                                         Right of Entry (Roe) @ 2401 Gold River Rd                      
Datachoice Network Services LLC (Data Choice)                        Private Line                                                   
David A. Stockton                                                    Type 1 Central Office - Lucent 5ESS Switch @ 1471              
                                                                       Valencia, Ontario, CA                                        
David H. Senseman                                                    Right of Entry (Roe) @ 2715 18th Place                         
David Hansen                                                         Right of Entry (Roe) @ 1600 Auburn Blvd                        
David Smith                                                          Right of Entry (Roe) @ 3960 Recycle Rd                         
David Vickter                                                        Equipment Installation Agreement 1653 South La Cienega         
                                                                       Boulevard Los Angeles, CA 90025                              
Davis Property Management c/o Saxony & Associates                    Right of Entry (Roe) @ 2424 Vista Way                          
DB PROVIDER                                                          Local number portability.                                      
DDD W-S Partnership                                                  Type 1 Central Office - Lucent 5ESS Switch                     
DEA Construction (Northern Colorado Water Conservancy District)      Right of Entry (Roe)                                           
Deborah DeBow                                                        Right of Entry (Roe) @ 650 University Avenue                   
Debra Deboe                                                          Right of Entry (Roe)                                           
Dennis McNay                                                         Right of Entry (Roe) @ 3645 Jeanine Drive                      
Denver Gas & Electric Building                                       Type 1 Central Office - Lucent 5ESS Switch                     
Denver Municipal Federal Credit Union                                Right of Entry (Roe) @ 1075 Acoma St                           
Denver Place Associates, Ltd                                         Right of Entry (Roe) @ 900 19th Street                         
Denver Place Associates, Ltd                                         Right of Entry (Roe) @ 999 18th Street                         
Denver Property Partners LLC                                         Right of Entry (Roe) @ 333 S Wadsworth                         
DENVER RESERVE                                                       Claims administration                                          
DENVER RESERVE                                                       Employee benefit  insurance policy                             
Denver Stellar Associates, Ltd                                       Right of Entry (Roe) @ 1099 18th St                            
Denver West Office Building No 54 Venture LLP                        Right of Entry (Roe) @ 13922 Denver West Pkwy                  
Department of Personnel/GSS                                          Right of Entry (Roe) @ 1525 Sherman Street                     
Department of Personnel/GSS                                          Right of Entry (Roe) @ 690 Kipling                             
Department of the Ait Force Headquarters                             Right of Entry (Roe) @ Schriever Air Force Base Fiber          
DEPARTMENT OF TRANSPORTATION                                         Right of Way Charlotte, NC                                     
Desta One Partnership LTD                                            Right of Entry (Roe) @ 2600 Via Fortuna                        
Devonshire Realty Ltd                                                Pop site @ 201 W. Springfield, Champaign, IL                   
Diamante Properties, Inc.                                            Right of Entry (Roe) @ 119 East Pikes Peak Avenue              
Diamante Properties, Inc.                                            Right of Entry (Roe) @ 121 East Pikes Peak Avenue              
Diamante Properties, Inc.                                            Right of Entry (Roe) @ 8 South Nevada                          
Dick Broadcasting Company                                            Right of Entry (Roe)                                           
Digital Americal                                                     Right of Entry (Roe) @ 333 Sunset Ave                          
Direct Net                                                           Carrier Sales agreement                                        
DKD Properties                                                       Right of Entry (Roe) @ 255 W Julian                            
Domain Silver Square                                                 Pop site @ 625 Silver SW, Albuquerque.                         
Dominion Ventures                                                    Right of Entry (Roe) @ 1980 Dominion Way                       
Don Dunagan                                                          Right of Entry (Roe) @ 1717 North I.H. 35                      
Don Morris                                                           Right of Entry (Roe) @ 11180 Sun Center Dr                     
Donald R. Kenny                                                      Right of Entry (Roe) @ 470 Old Worthington                     
Dow Jones News                                                       Faxing Services Agreement                                      
Downtown / North Sixty Joint Venture                                 Right of Entry (Roe) @ 420 20th St N                           
Downtown Properties                                                  Right of Entry (Roe) @ 815 Superior Ave                        
Dr. Herbert Yee                                                      Right of Entry (Roe) @ 4030 S Land Park Dr                     
Dr. Marco Chavez                                                     Right of Entry (Roe) @ 22693 Hesperian Blvd                    
Dr. Walter Jayasinghe                                                Right of Entry (Roe) @ 1930 Wilshire Blvd                      
Dr. Walter Jayasinghe                                                Right of Entry (Roe) @ 2010 Wilshire Blvd                      
DTC Investors, LLC                                                   Right of Entry (Roe)                                           
DTC Investors, LLC                                                   Right of Entry (Roe) @ 1625 S Fordham Street                   
DTC Investors, LLC                                                   Right of Entry (Roe) @ 1751 S Fordham Street                   
DTC West Land Venture                                                Right of Entry (Roe) @ 4725 S. Monaco                          
Duke Communication Services                                          Type 1 Central Office - Lucent 5ESS Switch                     
Duke Power Company                                                   Pole attachment                                                
Duke-Weeks Realty Limited Partnership                                Type 1 Central Office - Lucent 5ESS Switch @ 708 Melrose       
                                                                       Ave., Nashville, TN                                          
Dun & Bradstreet Information Svcs                                    Customer credit checks.                                        
Dynalink                                                             General Service Agreement, Appendix for SS7 service            
Dynalink Corporation                                                 Special Access                                                 
E.P. Madigan & Sons                                                  Right of Entry (Roe) @ 399 Grand Ave                           
E-470 Public Highway Authority                                       Right of Entry (Roe)                                           
E-470 Public Highway Authority                                       Right of Entry (Roe)                                           
Earl Construction Company                                            Right of Entry (Roe) @ 3940 Industrial Blvd                    
Easter-Owens Integrated Systems, Inc.                                Right of Entry (Roe) @ 4803 West Avenue                        
Eastgate Technologies LP                                             Right of Entry (Roe) @ 2248 Main Street                        
Echosphere Corporation                                               Right of Entry (Roe) @ 90 Inverness Circle East                
Echosphere, Inc.                                                     Right of Entry (Roe) @ 5671 Warehouse Way                      
ECR                                                                  Collocation space agreement                                    
Ed Blanton                                                           Pop site @ 825 Thomasville, Tallahassee, FL                    
Ed Sherman dba Find It Apt. Locators                                 Right of Entry (Roe)                                           
Ed Sherman dba Find It Apt. Locators                                 Right of Entry (Roe)                                           
Eddie Talbot                                                         Equipment Installation Agreement 950 Aviation Boulevard        
                                                                       Hermosa Beach, CA 90254                                      
Edward Azar                                                          Right of Entry (Roe) @ 5505 Viewridge Ave                      
Edwin Ursin                                                          Right of Entry (Roe) @ 1508 Howe Ave                           
Eleventh Street Property Management                                  Right of Entry (Roe) @ 1127 11th St                            
Elkton Business Park LLC                                             Right of Entry (Roe) @ 625-637 Elkton                          
Emil Pisarri                                                         Right of Entry (Roe) @ 8035 Madison Ave                        
Empire Business Brokers                                              Broker for sale agreement                                      
Employer's Unity, Inc.                                               Professional services                                          
Enersource Partners                                                  Right of Entry (Roe) @ 10175 Slater Ave                        
Entre Computers                                                      Right of Entry (Roe) @ 4209 Shelbyville Rd                     
EOP Operating Limited Partnership                                    Type 1 Central Office - Lucent 5ESS Switch                     
EOP-410 Building, LLC                                                Right of Entry (Roe) @ 410 17th Street                         
EOP-Dominion Plaza, LLC                                              Right of Entry (Roe) @ 600 Seventeenth Street                  
EOP-Quadrant LLC                                                     Right of Entry (Roe) @ 5445 DTC Pkwy                           
EQR Reserve Square Limited Partnership                               Right of Entry (Roe) @ 1701 E. 12th Street                     
Equi Max                                                             Right of Entry (Roe) @ 7060 Hollywood Blvd                     
Equity Associates, Ltd                                               Right of Entry (Roe) @ 429 S Tryon St                          
Equity Associates, Ltd                                               Right of Entry (Roe) @ 701 E Trade St                          
Equity Beachwood LTD Partnership                                     Right of Entry (Roe) @ 3355 Richmond Road                      
Equity Beachwood LTD Partnership                                     Right of Entry (Roe) @ 5533 Richmond Road                      
Equity Office Properties                                             Right of Entry (Roe) @ 1920 Main Street                        
Equity Office Properties                                             Right of Entry (Roe) @ 2010 Main Street                        
Equity Office Properties                                             Right of Entry (Roe) @ 4060 S. Ulster Street                   
Equity Office Properties DBA: One Market                             Right of Entry (Roe) @ 1 Market Spear Tower                    
Equity Office Properties Trust                                       Right of Entry (Roe) @ 7800 E. Union                           
Equity Office Properties Trust                                       Right of Entry (Roe) @ 7900 E Union                            
Equity Office Properties, LLC                                        Right of Entry (Roe) @ 4365 Executive Drive                    
Equity Office Properties, LLC                                        Right of Entry (Roe) @ 4370 La Jolla Village Drive             
Equity Resources Venture                                             Right of Entry (Roe) @ 198 Inverness Drive                     
ERI Cornell, Inc. c/o CB Richard Ellis                               Right of Entry (Roe) @ 11300 Cornell Park Drive                
Erickson Employee Benefits                                           Employee insurance coverage                                    
Ernest S. Ralston                                                    Right of Entry (Roe) @ 2603 Union Street                       
Eskander (Alex) Kahen and Eshagh (Isaac) Kahen                       Right of Entry (Roe) @ 2946 E 11th St                          
Everett John De Laura                                                Equipment Installation Agreement 5151 Oceanus Drive            
                                                                       Huntington Beach, CA                                         
Executive Park                                                       Right of Entry (Roe) @ 7867 Convoy Court                       
Exodus Communications                                                Right of Entry (Roe) @ 2041 Mission College Boulevard          
Experian                                                             Outside services                                               
Extension Irrigation Ditch Company                                   Right of Entry (Roe)                                           
Facilicom Int'l                                                      SS7 and Special Access                                         
Fairlawn Associates Ltd.                                             Right of Entry (Roe) @ 3200 W Market St                        
Fairlawn Associates Ltd.                                             Right of Entry (Roe) @ 3250 W Market St                        
Fairview Plaza Associates LTD Partnership                            Right of Entry (Roe) @ 5950 Fairview Road                      
Fairview Plaza Associates LTD Partnership                            Right of Entry (Roe) @ 5960 Fairview Road                      
Fairview Plaza Associates LTD Partnership                            Right of Entry (Roe) @ 5970 Fairview Road                      
Fairview Plaza Associaties Limited Partnership                       Type 3 Equipment - Multi tenant or customer premise on-net     
                                                                       with terminating transport fiber optic equipment             
                                                                       @ 5970 Fairview., Charlotte, NC                              
Family Educators Alliance of South Texas                             Right of Entry (Roe) @ 4719 Blanco Road                        
Family Telecommunications, Inc.                                      SS7 and Special Access                                         
Fax Link Plus, Inc., F/K/A audio Fax, Inc.                           IT source code license agreement                               
FBM Properties                                                       Type 3 Equipment - Multi tenant or customer premise on-net     
                                                                       with terminating transport fiber optic equipment             
                                                                       @ 2105 Plantside Plaza, Louisville, KY                       
Federal Transtel Inc.                                                Special Access                                                 
Feitleberg & Co.                                                     Right of Entry (Roe) @ 8795 W Sunset Blvd                      
Fiberoptic Network (Fiber Optic Network)                             Special Access                                                 
Fidelity Real Estate                                                 Right of Entry (Roe) @ 1265 Lake Plaza Drive                   
Fifth & Laurel Associates                                            Right of Entry (Roe) @ 1850 Fifth Ave, Suite 35 & 36           
Fiireline Corporation                                                Fireline Testing, Inspection and Service of Fire Protection    
                                                                       System Vendor's Agreement Effective 04/10/2000               
Fiireline Corporation                                                Fireline Testing, Inspection and Service of Fire Protection    
                                                                       System Vendor's Agreement                                    
Fiireline Corporation                                                Statement of Work Fireline Testing, Inspection and Service     
                                                                       of Fire Protection System Vendor's Agreement                 
Financial Times Energy                                               Faxing Services Agreement                                      
FIRELINE TESTING, INSPECTION AND SERVICE OF FIRE P                   Fire suppression & testing vendor.                             
First Birmingham Tower, LLC                                          ROE - 2000 First Avenue North, Birmingham, AL 35203            
First Communications                                                 Special Access                                                 
First Industrial Realty, Inc.                                        Right of Entry (Roe) @ 15000 W 6th                             
First Merit Bank                                                     Right of Entry (Roe) @ 106 South Main Street                   
First Merit Bank                                                     Right of Entry (Roe) @ 3 Cascade Plaza                         
First Union Management                                               Right of Entry (Roe) @ 55 Public Square                        
First Union National Bank                                            Right of Entry (Roe) @ 301 South Tryon Street                  
First Union National Bank                                            Right of Entry (Roe) @ 401 South Tryon Street                  
Firstworld Communications, Inc.                                      Collocation space agreement                                    
Firstworld Communications, Inc.                                      Collocation space agreement                                    
Five Cloverleaf Parkway, Inc.                                        Right of Entry (Roe) @ 5613 Colverleaf Pkwy                    
FJ CORBETT COMPANY                                                   General Contractors                                            
FJ CORBETT COMPANY                                                   General Contractors                                            
Flatiron Industrial Park Co                                          Right of Entry (Roe) @ 5766 Central Ave                        
Flatiron Industrial Park Co                                          Right of Entry (Roe) @ South 57th Court                        
FLEET ELECTRIC                                                       Electricians                                                   
FLEET ELECTRIC CO.                                                   Provides electrical work.                                      
Fleming Business Park LLC                                            Type 1 Central Office - Lucent 5ESS Switch @ 1175              
                                                                       Montague Expwy., Milpitas, CA                                
Flexalloy Inc.,                                                      Right of Entry (Roe) @ 26000 Richmond Road                     
Flight Director, Inc.                                                Right of Entry (Roe)                                           
Flour Bluff ISD                                                      Right of Entry (Roe) @ 2505 Waldron Road                       
FMC                                                                  Right of Entry (Roe) @ 737 Padre Island Drive                  
FMS Properties, Ltd.                                                 Right of Entry (Roe) @ 8787 Complex Drive                      
Foote, Cone & Belding                                                Right of Entry (Roe) @ 733 Front Street                        
Forcast Commercial                                                   Right of Entry (Roe) @ 1796 Tribute Rd                         
Forest City Management                                               Right of Entry (Roe) @ 1500 W Third                            
Forest City Management                                               Right of Entry (Roe) @ 1660 W Second                           
Forest City Management                                               Right of Entry (Roe) @ 230 W Huron Rd                          
Forest City Management                                               Right of Entry (Roe) @ 250 W Huron Rd                          
Forest City Management                                               Right of Entry (Roe) @ 50 Public Square                        
Forest City Management Inc.                                          Type 3 Equipment - Multi tenant or customer premise on-net     
                                                                       with terminating transport  fiber optic equipment @ 1228     
                                                                       Euclid., Cleveland, OH                                       
Fortner & Son                                                        Right of Entry (Roe) @ 910 15th Street                         
FountainView-48                                                      Right of Entry (Roe) @ 3550 Camino Del Rio N                   
Four Corners Investments                                             Right of Entry (Roe) @ 3855 Pacific Coast Hwy                  
Four Pearl Partnership LTD.                                          Right of Entry (Roe) @ 4780 Pearl E Circle                     
Four Pearl Partnership LTD.                                          Right of Entry (Roe) @ 4840 Pearl E Circle                     
Four Pearl Partnership LTD.                                          Right of Entry (Roe) @ 4845 Pearl E Circle                     
Four Pearl Partnership LTD.                                          Right of Entry (Roe) @ 4875 Pearl E Circle                     
Four Pearl Partnership LTD.                                          Right of Entry (Roe) @ 4888 Pearl E Circle                     
Four Pearl Partnership LTD.                                          Right of Entry (Roe) @ 4900 Pearl E Circle                     
Four Pearl Partnership LTD.                                          Right of Entry (Roe) @ 4909 Pearl E Circle                     
Four Pearl Partnership LTD.                                          Right of Entry (Roe) @ 4940 Pearl E Circle                     
Four Pearl Partnership LTD.                                          Right of Entry (Roe) @ 4949 Pearl E Circle                     
Four Pearl Partnership LTD.                                          Right of Entry (Roe) @ 4990 Pearl E Circle                     
Four Pearl Partnership LTD.                                          Right of Entry (Roe) @ 4999 Pearl E Circle                     
Fourth & Spruce Partnership                                          Right of Entry (Roe) @ 3170 4th St                             
Fourth & Walnut Centre                                               Type 1 Central Office - Lucent 5ESS Switch                     
Fox International Ltd., Inc.,                                        Right of Entry (Roe) @ 23600 Aurora Rd                         
Foxhill Office Investors                                             Pop site @ 4550 W. 109th., Overland, PK, Kansas                
Frank Astel                                                          Right of Entry (Roe) @ 1133 Blumenfeld Dr                      
Frank Carson                                                         Right of Entry (Roe) @ 9190 Jackson Rd                         
Frank T. Sepulveda                                                   Right of Entry (Roe) @ 750 Merida Street                       
Franklin Industrial Group                                            Right of Entry (Roe) @ 5802 Franklin Street                    
Fred Lavi & Associates                                               Right of Entry (Roe) @ 13658 Hawthorne Blvd.                   
Frontier Communications Services                                     Local distribution Service Agreement                           
Fullerton South, LLC                                                 Right of Entry (Roe) @ 1335 Acacia                             

FW Spencer & Sons Inc                                                Right of Entry (Roe) @ 99 Sand Hill Drive                      
Gaedeke & Landers                                                    Right of Entry (Roe) @ 12770 Colt Rd                           
Gaedeke Holdings II, Ltd.                                            Pop site @ 2800 N Central, Phoenix, AZ                         
Gail Cullen                                                          Right of Entry (Roe) @ 1111 Willow Street                      
Galleria Acquisition, Inc                                            Right of Entry (Roe) @ 720 S Colorado Blvd                     
Gary Beutler                                                         Right of Entry (Roe) @ 9605 Oates Drive                        
Gary Beutler                                                         Right of Entry (Roe) @ 9606 Oates Drive                        
Gary Braaksma                                                        Right of Entry (Roe) @ 9113 Foothill Blvd                      
Gary Jones                                                           Right of Entry (Roe) @ 2424 Glendale Ln                        
Gateway Associates                                                   Pop site @ 140 s. Arthur., Spokane, WA                         
Gateway Canyon, Inc.                                                 Right of Entry (Roe) @ 8101 Prentice                           
Gateway Holdings, Inc.                                               Pop site @ 100 W. Martin St., Martinsburg, WV                  
GENERAL DYNAMICS                                                     Special Access                                                 
Genesis Building Ltd.                                                Right of Entry (Roe) @ 6000 Lombardo Center                    
GENESIS COMMUNICATIONS                                               SS7 and Special Access                                         
Genesis Realty Holding Corp                                          NSROE 6000 Lombardo Center Seven Hills, OH                     
George Harrington                                                    Equip. Install. Agrmt. (ROE) @ 945 W. Valley Parkway           
George Vogt et al                                                    Right of Entry (Roe) @ 2724 Kilgore Rd                         
George Vukasin                                                       Right of Entry (Roe) @ 237 Fallon St                           
George W. Barber Jr                                                  Right of Entry (Roe) @ 100 Oxmoor Rd                           
George W. Barber Jr.                                                 Right of Entry (Roe) @ 120 Oxmoor Rd                           
George W. Barber Jr.                                                 Right of Entry (Roe) @ 140 Oxmoor Rd                           
George W. Barber Jr.                                                 Right of Entry (Roe) @ 160 Oxmoor Rd                           
George W. Barber Jr.                                                 Right of Entry (Roe) @ 2125 Data Office Dr                     
George W. Barber Jr.                                                 Right of Entry (Roe) @ 2131 Data Office Dr                     
George W. Barber Jr., Trust #5                                       Right of Entry (Roe) @ 102 Oxmoor Rd                           
George W. Barber Jr., Trust #5                                       Right of Entry (Roe) @ 104 Oxmoor Rd                           
George W. Barber Jr., Trust #5                                       Right of Entry (Roe) @ 1853 Data Dr                            
George W. Barber Jr., Trust #5                                       Right of Entry (Roe) @ 1855 Data Dr                            
George W. Barber Jr., Trust #5                                       Right of Entry (Roe) @ 211 Summit Pkwy                         
George W. Barber Jr., Trust #5                                       Right of Entry (Roe) @ 2900 7th Ave S                          
George W. Barber Jr., Trust #5                                       Right of Entry (Roe) @ 33 Barber Court                         
George W. Barber, Jr.                                                Right of Entry (Roe)                                           
Georgia Properties LP                                                Right of Entry (Roe) @ 27500 Detroit                           
Geraldine Spira                                                      Right of Entry (Roe) @ 521 Pier Ave                            
Gilbert Breig                                                        Right of Entry (Roe) @ 902 Brooklyn Ave                        
Glenarm 1800 LLC                                                     Right of Entry (Roe) @ 1800 Glenarm Place                      
Global Crossings Communications                                      General Service Agreement, Appendix for Local Access           
Global World Media Corporation                                       Right of Entry (Roe) @ 4326 Pico St                            
GLOBALCOM                                                            Collocation space agreement                                    
Globetek Inc.                                                        Right of Entry (Roe)                                           
GMTD Corp.                                                           Right of Entry (Roe) @ South Yosemite Street & Park            
                                                                       Meadows Drive                                                
Goodwill Industries                                                  Right of Entry (Roe) @ 6648 Franklin Building                  
Graham & Company, Inc.                                               Type 3 Equipment - Multi tenant or customer premise on-net     
                                                                       with terminating transport fiber optic equipment @ 400       
                                                                       Vestavia Pkwy., Birmingham, AL                               
Greater Los Angeles World Trade Center Associates                    Right of Entry (Roe) @ 1 World Trade Center                    
Greater Roanoke Transit Co.                                          Pop site @ 31 Campbell Avenue., Roanoke, VA                    
GREELEY IRRIGATION COMPANY DITCH CROSSING AGREEMEN                   Ditch crossing agreement                                       
Greenbrier Properties, LLC                                           Right of Entry (Roe) @ 7159 Campus Dr, Suite B10               
Greg Bisi                                                            Right of Entry (Roe) @ 2845 Marconi Ave                        
Griley Air Freight                                                   Right of Entry (Roe) @ 5341 104th                              
GROUP 1 SOFTWARE INC.                                                Street Software and support services.                          
Grubb & Ellis as Agent for Prudential  VAL                           Type 1 Central Office - Lucent 5ESS Switch                     
Grubb and Ellis Management Services (Agent)                          Right of Entry (Roe) @ 650 Howe Ave                            
GTE                                                                  Provides the terms and conditions for the provisioning and     
                                                                       invoicing of services between ICG and ILECs and other        
                                                                       Clecs                                                        
GTE CALIFORNIA INC                                                   Provides the terms and conditions for the provisioning and     
                                                                       invoicing of services between ICG & ILECs and CLECs          
GTE CALIFORNIA INC                                                   Provides the terms and conditions for the provisioning and     
                                                                       invoicing of services between ICG & ILECs and CLECs          
GTE CALIFORNIA INCORPORATED                                          Fiber networking                                               
GTE GLOBAL NETWORKS                                                  Fiber IRU                                                      
GTE NETWORK SERVICES (GTE SOUTHWEST INC)                             Agreement allowing ICG to enter public right of way to lay or  
                                                                       maintain existing fiber, underground or above ground.        
GTE NETWORK SERVICES (GTE SOUTHWEST INC)                             Agreement allowing ICG to enter public right of way to lay or  
                                                                       maintain existing fiber, underground or above ground.        
GTE NORTHWEST INC                                                    Provides the terms and conditions for the provisioning and     
                                                                       invoicing of services between ICG & ILECs and CLECs          
GTE NORTHWEST INC                                                    Provides the terms and conditions for the provisioning and     
                                                                       invoicing of services between ICG & ILECs and CLECs          
GTE SOUTH INC                                                        Provides the terms and conditions for the provisioning and     
                                                                       invoicing of services between ICG & ILECs and CLECs          
Guaranty National Insurance Company                                  Right of Entry (Roe) 9800 South Meridian Boulevard             
GUDENKAUF CORPORATION                                                Fiber optic installs & construction                            
GUDENKAUF CORPORATION                                                Fiber optic installs & construction                            
Gunbarrel City Centre LLC                                            Right of Entry (Roe) @ 6685 Gunpark Dr                         
Guy Gibson                                                           Right of Entry (Roe) @ 1236 Arden Way                          
Gwen Kaplan & Royce Dyer                                             Right of Entry (Roe) @ 2757 16th St                            
H.L. YOH COMPANY, LLC                                                Consulting Services                                            
Hamilton Oil Building Partnership                                    Right of Entry (Roe) @ 1560 Broadway                           
Harbor Master                                                        Right of Entry (Roe) @ 1150 Ballena Blvd                       
Harding, Dahm & Company                                              Pop site @ 333 E. Washington, Ft Wayne, IN                     
Harold L. & Phyllis Anderson, Trustees for the Anderson Family Trust Right of Entry (Roe)                                           
Harry A. Altman Family Trust                                         Right of Entry (Roe) @ 1344 4th Street                         
HASSLER COMMUNICATIONS SYSTEMS TECHNOLOGY, INC.                      Collocation space agreement                                    
Hauser Living Trust                                                  Right of Entry (Roe) @ 11441 Beach Street                      
Hayvenhurst Partners                                                 Right of Entry (Roe) @ 7100 Hayvenhurst                        
HBJ Partnership                                                      Right of Entry (Roe) @ 7601 Sunset Blvd                        
HCF Inc. c/o 21st Century Investments                                Right of Entry (Roe) @ 11347 Folsom Blvd                       
Health South                                                         Right of Entry (Roe) @ 4243 Southcross                         
Health South Corporation                                             Right of Entry (Roe) @ 9119 Cinnamon Hill                      
Herman Blum Trust                                                    Right of Entry (Roe) @ 9301 Borden Ave                         
Hesta Associates LTD Partnership                                     Right of Entry (Roe) @ 277 West Trade Street                   
HEYBURN BUILDING                                                     Type 1 Central Office - Lucent 5ESS Switch @ 332 W.            
                                                                       Broadway, Louisville, KY                                     
HID Corporation                                                      Software license agreement dated 4/12/99 (Part No. 1050        
                                                                       ABNOO, Software Serial V11301; Hardware Serial No.           
                                                                       1299-12GPG                                                   
High Ten Partners Inc.                                               Right of Entry (Roe) @ 1611 S Garfield Ave                     
High Ten Partners Inc.                                               Right of Entry (Roe) @ 19220 E. Colima Rd                      
Highland Ditch Company                                               Right of Way/Ditch Agreement                                   
Highwoods Forsyth, LP                                                ROE @ 2 Parkway Plaza Boulevard Charlotte, NC 28217            
HNS Partners c/o Jetro Cash & Carry Enterprises                      Right of Entry (Roe) @ 105 W Embarcadero                       
Hodson Family Trust                                                  Right of Entry (Roe) @ 1356 N. Fairfield Road                  
Holme Roberts & Owen                                                 Right of Entry (Roe) @ 1740 Broadway                           
Hope & Flower, LLC                                                   Right of Entry (Roe) @ 700 S Flower St                         
Hopkins Family Trust                                                 Right of Entry (Roe) @ 1055 Sunnyvale Saratoga                 
Horizon Partners                                                     Right of Entry (Roe) @ 1629 Telegraph                          
HP Inc. on behalf of LBHI for 2000 PBL                               Type 1 Central Office - Lucent 5ESS Switch @ 315               
                                                                       Deaderick St., Nashville, TN                                 
HSW Partnership                                                      Right of Entry (Roe) @ 2817 W End Ave                          
Hub Valley Realty/                                                   Office Space @ 6060 Rockside Woods Blvd                        
Hughes Communications Satellite Services, Inc.                       Right of Entry (Roe) @ 5454 Garton Road                        
Humana Inc                                                           Right of Entry (Roe) @ 101 West Main Street                    
Humana Inc                                                           Right of Entry (Roe) @ 500 West Main Street                    
Hung Fung Holdings                                                   Right of Entry (Roe) @ 5605 Woodman Ave                        
IBG LLC                                                              Right of Entry (Roe) @ 11000 East Yale                         
IBM                                                                  Right of Entry (Roe) @ 8501 IBM Drive                          
ICC Texas Holdings, L.P.                                             Pop site @ 4050 Rio Bravo., El Paso, TX                        
IDS Life Insurance Company                                           Right of Entry (Roe) @ 8745 Folsom Blvd                        
ILLUMINET                                                            Carrier SS7                                                    
ILLUMINET INC                                                        ISUP Messaging service/SS7                                     
ILLUMINET INC                                                        SS7 services & local number portability                        
Independence Tower Ltd                                               Right of Entry (Roe) @ 5755 Granger Rd                         
Independent Telecommunications Network                               Carrier                                                        
Infinet Company                                                      Collocation space agreement                                    
Information Handling Service                                         Right of Entry (Roe) @ 15 Inverness Way                        
Information Handling Service                                         Right of Entry (Roe) @ 6160 S Syracuse Way                     
Intella II                                                           Collocation space agreement                                    
Interactive Communication Systems                                    Collocation space agreement                                    
Interlocken Hotel Co.                                                Right of Entry (Roe) @ 262 Interlocken Blvd                    
Interlocken Hotel Co.                                                Right of Entry (Roe) @ 292 Interlocken Blvd                    
Interlocken Hotel Co.                                                Right of Entry (Roe) @ 555 Eldorado Blvd                       
Interlocken, Ltd                                                     Type 3 Equipment - Multi tenant or customer premise on-net     
                                                                       with terminating transport fiber optic equipment @ 262       
                                                                       Interlocken Blvd., Broomfield, CO                            
Intermedia Communications                                            Conduit purchase and exchange agreement                        
Intermedia Communications                                            PURCHASED PRI, PRIVATE LINE, COLLO & LEASES                    
                                                                       CONDUIT FROM INTERMEDIA                                      
Intermedia Resources                                                 Special Access                                                 
Intermountain Electric, Inc.                                         Pole attachment                                                
International Gateway West LLC                                       Type 1 Central Office - Lucent 5ESS Switch                     
International Gateway West LLC                                       Type III equipment site @ 12201 Tukwila Blvd.,  Seattle, WA    
International Marine Products                                        Right of Entry (Roe) @ 500 E 7th St                            
Internet Connect                                                     Collocation space agreement                                    
Intrinsic Ventures, Inc.                                             Right of Entry (Roe) @ 1931 Old Middlefield Rd                 
Inverness Associates 1                                               Right of Entry (Roe) @ 1 Inverness Drive East                  
Inverness Associates-23                                              Right of Entry (Roe) @ 313-315 Inverness Way S                 
Investmark Realtors                                                  Right of Entry (Roe) @ 5217 Wadsworth Rd                       
Investors Trust Property Co                                          Right of Entry (Roe) @ 20422 Beach Blvd                        
IP Telephony                                                         Collocation space agreement                                    
IPM Associates LLC                                                   Right of Entry (Roe) @ 1660 Lincoln Ave                        
IPVOICE Communications, Inc.                                         Collocation space agreement                                    
IRP Sunset, LLC                                                      Right of Entry (Roe) @ 9000 Sunset Blvd                        
ISP Alliance                                                         Collocation space agreement                                    
iStar Real Estate Services                                           Right of Entry (Roe) @ 6162 South Willow Drive                 
IT Outsourcing                                                       Collocation agreement                                          
J Street Partners                                                    Right of Entry (Roe) @ 5609 J St                               
J.O. Vandervoort Trust                                               Right of Entry (Roe) @ 14385 Industry Circle                   
Jack and Alice Tu                                                    Right of Entry (Roe) @ 17065 Green Dr                          
Jacque and Herb Spivak                                               Right of Entry (Roe) @ 134 W 131st St                          
Jade Properties                                                      Right of Entry (Roe) @ 11290 Sunrise Gold Circle               
James Adams                                                          Right of Entry (Roe) @ 802 Garden of the Gods Rd               
James J. Fischer, Trust                                              Equip. Install. Agrmt. (ROE) @ 2124 Huntington Dr.             
James Morley                                                         Right of Entry (Roe) @ 306 Canon Avenue                        
James P. Gibbs                                                       Pop site @ 544 Mulberry St.,  Macon, GA                        
James T. Henry                                                       Right of Entry (Roe) @ 2050 S. Bundy Drive                     
James W. Fields                                                      Right of Entry (Roe) @ 11330 Sunrise Park Dr                   
Jayasinghe, Dr. Walter                                               Equip. Install. Agrmt. (ROE) @ 1930 Wilshire Blvd.             
Jayasinghe, Dr. Walter                                               Equip. Install. Agrmt. (ROE) @ 2010 Wilshire Blvd.             
JB Carter                                                            Right of Entry (Roe) @ 724 Harbor Blvd                         
JB Company                                                           Right of Entry (Roe) @ 10161 Croydon Way                       
JB Company                                                           Right of Entry (Roe) @ 903 W N Market Blvd                     
Jean Van Arsdale                                                     Right of Entry (Roe) @ 4616 Mission Gorge Pl                   
Jeff Hamilton Industries                                             Right of Entry (Roe) @ 2433 S Grand Ave                        
Jeppesen Sanderson, Inc.                                             Right of Entry (Roe) @ 55 Inverness Drive East                 
JER Denver LLC                                                       Right of Entry (Roe) @ 1860 Lincoln Ave                        
Jerry Roach                                                          Right of Entry (Roe) @ 6545 W 44th                             
Jersey Business Park                                                 Right of Entry (Roe) @ 10700 Jersey Blvd                       
Jetro Cash & Carry                                                   Right of Entry (Roe) @ 2300 E 57th St                          
Jetro Cash & Carry                                                   Right of Entry (Roe) @ 2300 E 67th St                          
John Bradley                                                         Right of Entry (Roe) @ 2121 NW Military Highway                
John Epstein                                                         Right of Entry (Roe) @ 9611 Canoga Avenue                      
John J. Fedor                                                        Right of Entry (Roe) @ 3510 Snouffer Rd                        
John J. Fedor                                                        Right of Entry (Roe) @ 3520 Snouffer Rd                        
John J. Fedor                                                        Right of Entry (Roe) @ 3530 Snouffer Rd                        
John Lewis                                                           Right of Entry (Roe) @ 3401 Fitzgerald Rd                      
John Morgan                                                          Right of Entry (Roe) @ 816 H St                                
John Nemec                                                           Right of Entry (Roe) @ 1315 63rd St                            
John Stewart & Company                                               Equip. Install. Agrmt. (ROE) @ 580 - 18th St., Oakland, CA     
John W.  McCray,  Trustee                                            Right of Entry (Roe) @ 1325 Pico St                            
John Yetto                                                           Right of Entry (Roe) @ 4778 Dewey Drive                        
Johnnie Chuoke                                                       Right of Entry (Roe) @ 350 East Aviation Blvd                  
Johnson and Higgins                                                  Insurance services - certificate of liability                  
Johnson Family Partnership                                           Right of Entry (Roe) @  1880 South 57th Court                  
Johnson Investments, Inc                                             Right of Entry (Roe) @ 315 Oak St                              
Joseph Robert Martin                                                 Right of Entry (Roe) @ 1780 Lacosta Meadows Drive              
Joshua Schechter                                                     Right of Entry (Roe) @ 7300 Blanco Road                        
JR & CR                                                              Right of Entry (Roe) @  10491 Old Plrville Rd                  
JTR Land & Cattle Company                                            Right of Entry (Roe) @ 5718 Central Ave                        
Julian Sotomey                                                       Right of Entry (Roe) 380 Embarcadero                           
Julius Nasach                                                        Right of Entry (Roe) @ 2277 Townsgate Rd                       
Jungle Labs                                                          Right of Entry (Roe) @ 120 Industrial Drive                    
Juniper Investment Company                                           Right of Entry (Roe) @ 3 North Tejon                           
Juzer Saifee                                                         Right of Entry (Roe) @ 22001 Sherman Way                       
JWC Family LLC                                                       Right of Entry (Roe) @ 4015 Travis Drive                       
K C Schnieder                                                        Right of Entry (Roe) @ 2100 Central Ave                        
K/B Fund IV                                                          Right of Entry (Roe) @ 1300 E 9th Street                       
K/B Opportunity Fund                                                 Equip. Install. Agrmt. (ROE) @ 2535 Camino Del Rio S           
Kaiser Center Inc.                                                   Right of Entry (Roe) @ 300 Lakeside Drive                      
Kaiser Foundation Health Plan, Inc                                   Right of Entry (Roe) @ 1950 Franklin St                        
Kaiser Permanente                                                    Right of Entry (Roe) @ 2045 S Franklin St                      
Karl Potter                                                          Right of Entry (Roe) @ 3904 Winters St                         
KCNC TV Channel 4                                                    Right of Entry (Roe) @ 1044 Lincoln Ave                        
KCRA-TV                                                              Type 3 Equipment - Multi tenant or customer premise on-net     
                                                                       with terminating transport fiber optic equipment @ 310       
                                                                       N. 10th St., Sacramento, CA                                  
Kelcher Real Estate Services, Inc.,                                  Right of Entry (Roe) @ 234 North Central Ave                   
Ken Ruby Construction                                                Right of Entry (Roe) @ 2205 126th St                           
Ken Swanson                                                          Right of Entry (Roe) @ 180 Hillview Drive                      
Kenneth R. Ahif                                                      Pop site @ 1230 Ruddle Rd., Lacey, WA                          
Kenney Family Partnership                                            Easement & Right of Entry (Roe) @ 6185 Huntley                 
Kenstep Corporation                                                  Right of Entry (Roe) @ 5340 South Quebec Street                
Kettering Tower                                                      Type 3 Equipment - Multi tenant or customer premise on-net     
                                                                       with terminating transport fiber optic equipment @           
                                                                       Kettering Tower, Ste 1290, Dayton, OH                        
Kevin Fredregill                                                     Pop site @ 315 E 5th Street, Moline, IL                        
Key Services Corporation                                             Right of Entry (Roe) @ 10450 Superior Avenue                   
Key Services Corporation                                             Right of Entry (Roe) @ 1125 W. Pleasant Valley Road            
Key Services Corporation                                             Right of Entry (Roe) @ 11309 Euclid Avenue                     
Key Services Corporation                                             Right of Entry (Roe) @ 11461 Buckeye Road                      
Key Services Corporation                                             Right of Entry (Roe) @ 11701 Detroit Avenue                    
Key Services Corporation                                             Right of Entry (Roe) @ 12241 Pearl Road                        
Key Services Corporation                                             Right of Entry (Roe) @ 127 Public Square                       
Key Services Corporation                                             Right of Entry (Roe) @ 13215 Miles Avenue                      
Key Services Corporation                                             Right of Entry (Roe) @ 13681 Lorain Avenue                     
Key Services Corporation                                             Right of Entry (Roe) @ 13998 Cedar Road                        
Key Services Corporation                                             Right of Entry (Roe) @ 1400 Som Center Road                    
Key Services Corporation                                             Right of Entry (Roe) @ 14006 Kinsman Road                      
Key Services Corporation                                             Right of Entry (Roe) @ 1435 Warren Road                        
Key Services Corporation                                             Right of Entry (Roe) @ 14481 Cedar Road                        
Key Services Corporation                                             Right of Entry (Roe) @ 14501 Euclid Avenue                     
Key Services Corporation                                             Right of Entry (Roe) @ 1491 Columbia Road                      
Key Services Corporation                                             Right of Entry (Roe) @ 15000 Saint Clair Avenue                
Key Services Corporation                                             Right of Entry (Roe) @ 15619 Waterloo Road                     
Key Services Corporation                                             Right of Entry (Roe) @ 15880 Broadway                          
Key Services Corporation                                             Right of Entry (Roe) @ 17138 Lorain Avenue                     
Key Services Corporation                                             Right of Entry (Roe) @ 1718 Euclid Avenue                      
Key Services Corporation                                             Right of Entry (Roe) @ 17747 Chillicothe Avenue                
Key Services Corporation                                             Right of Entry (Roe) @ 1808 Snow Road                          
Key Services Corporation                                             Right of Entry (Roe) @ 18235 Euclid Avenue                     
Key Services Corporation                                             Right of Entry (Roe) @ 1836 Conventry Road                     
Key Services Corporation                                             Right of Entry (Roe) @ 19111 Detroit Road                      
Key Services Corporation                                             Right of Entry (Roe) @ 2047 Center Road                        
Key Services Corporation                                             Right of Entry (Roe) @ 20633 Center Road                       
Key Services Corporation                                             Right of Entry (Roe) @ 20980 Libby Road                        
Key Services Corporation                                             Right of Entry (Roe) @ 22481 Lake Shore Blvd                   
Key Services Corporation                                             Right of Entry (Roe) @ 24600 Chagrin Blvd                      
Key Services Corporation                                             Right of Entry (Roe) @ 26091 Brookpark Road                    
Key Services Corporation                                             Right of Entry (Roe) @ 26300 Cedar Road                        
Key Services Corporation                                             Right of Entry (Roe) @ 27323 Wolf Road                         
Key Services Corporation                                             Right of Entry (Roe) @ 29900 Detroit Road                      
Key Services Corporation                                             Right of Entry (Roe) @ 30200 Chagrin Blvd                      
Key Services Corporation                                             Right of Entry (Roe) @ 3099 Mayfield Road                      
Key Services Corporation                                             Right of Entry (Roe) @ 31000 Lake Shore Blvd                   
Key Services Corporation                                             Right of Entry (Roe) @ 33493 Aurora Road                       
Key Services Corporation                                             Right of Entry (Roe) @ 3370 W 117th Street                     
Key Services Corporation                                             Right of Entry (Roe) @ 3370 Warrensville Center Road           
Key Services Corporation                                             Right  of Entry (Roe) @ 3550 Mayfield Road                     
Key Services Corporation                                             Right of Entry (Roe) @ 3601 Chester Ave                        
Key Services Corporation                                             Right of Entry (Roe) @ 3816 Center Road                        
Key Services Corporation                                             Right of Entry (Roe) @ 4 N. Main Street                        
Key Services Corporation                                             Right of Entry (Roe) @ 4008 Saint Clair Avenue                 
Key Services Corporation                                             Right of Entry (Roe) @ 4425 W 220th Street                     
Key Services Corporation                                             Right of Entry (Roe) @ 4461 Mayfield Road                      
Key Services Corporation                                             Right of Entry (Roe) @ 4967 Turney Road                        
Key Services Corporation                                             Right of Entry (Roe) @ 5000 Tiedeman                           
Key Services Corporation                                             Right of Entry (Roe) @ 5300 Memphis Avenue                     
Key Services Corporation                                             Right of Entry (Roe) @ 5703 Broadway                           
Key Services Corporation                                             Right of Entry (Roe) @ 5900 Saint Clair Avenue                 
Key Services Corporation                                             Right of Entry (Roe) @ 6284 Pearl Road                         
Key Services Corporation                                             Right of Entry (Roe) @ 6300 Brookpark Road                     
Key Services Corporation                                             Right of Entry (Roe) @ 6375 Brecksville Road                   
Key Services Corporation                                             Right of Entry (Roe) @ 6424 Royalton Road                      
Key Services Corporation                                             Right of Entry (Roe) @ 6821 Pearl Road                         
Key Services Corporation                                             Right of Entry (Roe) @ 691 Richmond Road                       
Key Services Corporation                                             Right of Entry (Roe) @ 701 East 185th Street                   
Key Services Corporation                                             Right of Entry (Roe) @ 7400 W. Ridgewood Street                
Key Services Corporation                                             Right of Entry (Roe) @ 7500 Chippewa Road                      
Key Services Corporation                                             Right of Entry (Roe) @ 900 Euclid Ave                          
Key Services Corporation                                             Right of Entry (Roe) @ 9411 Euclid Avenue                      
Key Services Corporation                                             Right of Entry (Roe) @ 9500 Euclid Avenue                      
KFORCE.COM                                                           Consulting services                                            
Kilroy Realty Corporation                                            Right of Entry (Roe) @ 701 Ball Rd                             
Kilroy Realty Corporation                                            Right of Entry (Roe) @ 711 Ball Rd                             
Kilroy Realty Corporation                                            Right of Entry (Roe) @ 721 Ball Rd                             
Kilroy Realty Corporation                                            Right of Entry (Roe) @ 731 Ball Rd                             
Kilroy Realty Corporation                                            Right of Entry (Roe) @ 741 Ball Rd                             
Kilroy Realty, L.P.                                                  Right of Entry (Roe) @ 12822 Monarch Street                    
Kimberley Harshbarger and Saundra Neds                               Right of Entry (Roe) @ 8350 N Main St                          
Kimco Development Corporation                                        Right of Entry (Roe) @ 5959 Bigger Road                        
Kimco Development of Kettering                                       Right of Entry (Roe) @ 40 North Main Street                    
King Management Company                                              Right of Entry (Roe) @ 4500 Rockside Rd                        
King Management Company                                              Right of Entry (Roe) @ 6133 Rockside Rd                        
King Management Company                                              Right of Entry (Roe) @ 6155 Rockside Rd                        
King Management Company                                              Right of Entry (Roe) @ 8555 Sweet Valley Dr                    
Kinyo Company                                                        Right of Entry (Roe) @ 14235 Lomitas Ave                       
Kirkwood Properties (Telegen Wireless & Cable)                       Right of Entry (Roe)                                           
Klaus Kretchmer                                                      Right of Entry (Roe) @ 514 Eccles Ave                          
KMC Partners, LP                                                     Type 1 Central Office - Lucent 5ESS Switch                     
Koll Center Irvine #2                                                Right of Entry (Roe) @ 18500 Von Karman Ave                    
Koll/Intereal Bay Area                                               EQUIPMENT INSTALL                                              
Kooiman Family Trust                                                 Right of Entry (Roe) @ 14211 Pioneer Blvd                      
KPMG PEAT MARWICK                                                    Professional services                                          
Kurt Duncan                                                          Right of Entry (Roe) @ 3636 4th Ave                            
Kurt S. Legler Building Account                                      Pop site @ 1260 Creek St., Webster, NY                         
Kyle Deaton                                                          Type III equipment site @ 3825 Newport St., Denver, CO         
Kyle Jones                                                           Right of Entry (Roe) @ 3660 North 3rd Street                   
Lafayette Tech Center LLC                                            Hole in the ground agreement no.1 re: Lafayette Tech           
                                                                       Center Business Park dated 11/17/99.                         
Lafayette Tech Center LLC                                            Right of Entry (Roe)                                           
Lainer Investments                                                   Right of Entry (Roe) @ 9800 Variel                             
Lake Centre Plaza, LTD, LLLP                                         Right of Entry (Roe) @ 5435 Airport Blvd                       
Landmark Management                                                  Right of Entry (Roe) @ 7 W Bowery                              
Landrock Builder's Inc.                                              Pop site @ 222 E. State., Rockford, IL                         
LaPlata Investments                                                  Right of Entry (Roe)                                           
Larry Mathews                                                        Right of Entry (Roe) @ 360 Ritch St                            
LaSalle Fund III                                                     Right of Entry (Roe) @ 555 Marriott Dr                         
LaSalle Partners Asset Management LTD as Managing                    Right of Entry (Roe) @ 101 South Tyron Street                  
Agents for Granyette Inc.,                                                                                                          
LBJ Brown Building, L.P.                                             Type 1 Central Office - Lucent 5ESS                            
LCI INTERNATIONAL MGMT SRVCS INC                                     Switch Fiber optic lease agreement                             
Leader Hospitality                                                   Right of Entry (Roe) @ 26328 Oso Pkwy                          
Leane Kooyman                                                        Right of Entry (Roe) @ 2221 Shattuck Ave                       
Leavenworth Health Services Corp                                     Right of Entry (Roe) @ 1835 Franklin Street                    
LeBeau Emblem Co.,  Inc.                                             Right of Entry (Roe) @ 1500 E Gage Ave                         
Lee McNabb                                                           Right of Entry (Roe) @ 700 Bradford Way                        
Leetsdale LLC                                                        Right of Entry (Roe) @ 6825 E Tennessee                        
Legacy 101 University LLC                                            Right of Entry (Roe) @ 101 University Blvd                     
Lenox Towers (Bld 3400)                                              Leased offices of NikoNet @ 5901 A                             
                                                                       Peachtree Dunwoody Rd., Atlanta, GA                          
Lepaw Ltd                                                            Right of Entry (Roe) @ 391 Inverness Drive South               
Lepaw Ltd                                                            Right of Entry (Roe) @ 393 Inverness Drive South               
Les Paulick                                                          Right of Entry (Roe) @ 950 Isom Road                           
LeSea Broadcasting Inc                                               Right of Entry (Roe) @ 12999 E Jamison                         
LEVEL 3 COMMUNICATIONS LLC                                           Conduit lease agreement                                        
Levey & Company                                                      Right of Entry (Roe) @ 157 W Cedar                             
Levey & Company                                                      Right of Entry (Roe) @ 1585 Frederick Blvd                     
Levey & Company                                                      Right of Entry (Roe) @ 185 W Cedar                             
Levitt, Levitt and Lugash                                            Right of Entry (Roe) @ 1900 Los Angeles Ave                    
Li Mei-Chen Chen                                                     Right of Entry (Roe) @ 1823 E 17th St                          
Liberty Square Partnership                                           Right of Entry (Roe) @ 11401 E Carson St                       
Linda Adams                                                          Right of Entry (Roe) @ 531 Stevens Ave E                       
LINKNET, INC.                                                        Collocation space agreement                                    
Lino Properties                                                      Right of Entry (Roe) @ 3240 W Henderson                        
                                                                       Road                                                         
Lockheed Marin IMS                                                   Carrier                                                        
Lockheed Marin IMS                                                   Carrier                                                        
Lockheed Marin IMS                                                   Carrier                                                        
Lockheed Marin IMS                                                   Carrier                                                        
Lockheed Marin IMS                                                   Carrier                                                        
Lori A. Halligan Manfroy                                             Right of Entry (Roe) @ 117 Easy St                             
Los Angeles Police Revolver & Athletic Club                          Right of Entry (Roe) @ 1880 N Academy Drive                    
Lottie Rose                                                          Right of Entry (Roe) @ 5920 San Pablo Ave                      
Louart Corporation                                                   Right of Entry (Roe) @ 1545 Sawtell Blvd                       
LOUISVILLE GAS & ELECTRIC                                            Agreement allowing ICG to enter public right of                
                                                                       way to lay or maintain existing                              
                                                                       fiber, underground or above ground.                          
Louisville Gas & Electric Company                                    Right of Entry (Roe)                                           
LTG                                                                  Right of Entry (Roe) @ 7651 N. Main Street                     
LTV Steel Company                                                    Right of Entry (Roe) @ 1555 Harvard Road                       
LTV Steel Company                                                    Right of Entry (Roe) @ 3100 East 45th Street                   
V Steel Company                                                      Right of Entry (Roe) @ 315 Clark Avenue                        
LTV Steel Company                                                    Right of Entry (Roe) @ 3175 Independence Blvd                  
LTV Steel Company                                                    Right of Entry (Roe) @ 3341 Jennings Road                      
LTV Steel Company                                                    Right of Entry (Roe) @ 3421 Independence Blvd                  
LTV Steel Company                                                    Right of Entry (Roe) @ 3430 Old Campbell Road                  
Luby's Inc.                                                          Right of Entry (Roe) @ 18206 Blanco Road                       
Luby's Inc.                                                          Right of Entry (Roe) @ 8511 Tesoro                             
Lumberyard Retail Investments, LLC                                   Right of Entry (Roe) @ 937 S Coast Hwy 101                     
Lumberyard Retail Investments, LLC                                   Right of Entry (Roe) @ 967 S Coast Hwy 101                     
M & H Realty Partners II, LP                                         Right of Entry (Roe) @ 21321 Cold Springs Lane                 
M.B. Management Company                                              Right of Entry (Roe) @ 1106 Broadway                           
MAB Services, Inc.                                                   Right of Entry (Roe) @ 2121 W. Temple St                       
Macinkowski Family L.P.                                              Right of Entry (Roe) @ 526 Laurelwood Rd                       
Mack Cali Realty LP                                                  Right of Entry (Roe) @ 400 Inverness Dr South                  
Mack Cali Realty LP                                                  Right of Entry (Roe) @ 9359 E Nichols                          
MacLaughlin & Company                                                Right of Entry (Roe) 3861 Channel Drive                        
Madonja Investments Limited Inc.                                     Right of Entry (Roe)                                           
Maguire/Thomas Partners-Library Square Ltd.                          Right of Entry (Roe) @ 633 West Fifth Street                   
Main St. Buildings Santa Anan, LLC                                   Right of Entry (Roe) @ 1055 N Main St                          
Malcolm P. Wardlaw                                                   Right of Entry (Roe) @ 7410 John Smith                         
Malrite Communications Group, Inc.                                   Right of Entry (Roe) @ 2135 W Ridgewood Dr                     
Malrite Communications Group, Inc.                                   Right of Entry (Roe) @ 4800 Bruening Dr                        
Management Recruiters                                                Right of Entry (Roe) @ 7272 Wurzbach                           
Mancini Properties                                                   Right of Entry (Roe) @ 1805 Tribute Road                       
Mancini Properties                                                   Right of Entry (Roe) @ 1807 Tribute Road                       
Mandrake Properties Associates                                       License Agrmt. (ROE) @ 9250 E. Costilla Rd.                    
Mani Brothers, LLC                                                   Right of Entry (Roe) @ 1401 Ocean Ave                          
Marathon Development Company Inc.                                    Right of Entry (Roe) @ 4 Venture                               
Marathon Development Company Inc.                                    Right of Entry (Roe) @ 6 Venture                               
Margarett H. Relles Trust, et al                                     Right of Entry (Roe) @ 2400 J St                               
Marie L. Hind                                                        Right of Entry (Roe) @ 6650 Santa Monica Blvd                  
Mariner Development Company c/o John Beery Organization              Right of Entry (Roe) @ 2236 Mariner Square Dr                  
Mariner's Telecom Group, Inc.                                        Collocation space agreement                                    
Mariners' Telecommunications Group                                   Special Access                                                 
Mark and Bill Bucher                                                 Right of Entry (Roe) @ 18002 Irvine Blvd                       
Mark IV Capital Inc                                                  Right of Entry (Roe) @ 101 Pacifica                            
Mark Rosenburg                                                       Right of Entry (Roe) @ 2235 Park Towne Circle                  
Marketing Advocates, Inc.                                            Consulting services                                            
Market-Post Tower, Inc.                                              Building Entrance Agrmt. (ROE) @ 55 S. Market                  
Marlin Investments                                                   Right of Entry (Roe) @ 712 Arrow Grand Cir                     
Marvin Felman                                                        Right of Entry (Roe) @ 115 East Third Street                   
Marvin Felman                                                        Right of Entry (Roe) @ 24 North Jefferson Street               
Mass Mutual Life Insurance Co.                                       Right of Entry (Roe) @ 1775 Sherman St                         
Mass Mutual Life Insurance Co.                                       Right of Entry (Roe) @ 1776 Sherman St                         
Massachusetts Mutual Life Insurance Co                               Right of Entry (Roe) @ 200 4th Ave N                           
Max J. & Marjorie N. Breitenbach                                     Right of Entry (Roe) @ 3020 Cannon St                          
MAXIM GROUP                                                          Temporary employees                                            
Maytag Corporation                                                   Right of Entry (Roe) @ 245 N. Vineland                         
McAllister Tower                                                     Right of Entry (Roe) @ 100 Mc Allister St                      
McCarthy and Stenson                                                 Right of Entry (Roe) @ 2100 Capitol Ave                        
MCI Telecommunications Corporation                                   Right of Entry (Roe) @ 12300 Ridge Road                        
MCI Telecommunications Corporation                                   Right of Entry (Roe) @1901 S64th Harbor City Blvd              
MCI Telecommunications Corporation                                   Corporate License Agreement 7/02 Colorado                      
MCI Telecommunications Corporation                                   Right of Entry (Roe) @ 12300 Ridge Road                        
MCI Telecommunications Corporation                                   Right of Entry (Roe) @ 1901 South Harbour City Blvd            
MCI Telecommunications Corporation                                   Right of Entry (Roe) @ 702 Colorado                            
MCImetro Access Transmission Services                                Master Services Agreement ( Special Access)                    
MCIMETRO ACCESS TRANSMISSION SERVICES, INC (MCI ME                   Fiber Lease                                                    
MCIMETRO ACCESS TRANSMISSION SERVICES, INC.                          Local Loop                                                     
MCIMETRO ACCESS TRANSMISSION SRVC                                    Fiber master agreement                                         
MCLEOD USA                                                           IRU agreement                                                  
MCLEOD USA TELECOMMUNICATIONS INC                                    Fiber optic joint construction                                 
MCLEODUSA TELECOMM. SVCS.                                            Fiber capacity agreement                                       
McNeil Real Estate Fund XXV, LP                                      Right of Entry (Roe) @ 555 E Ocean Blvd.                       
McRoskey / Armacost Real Estate Operating Co, LLC                    Type 1 Central Office - Lucent 5ESS Switch                     
                                                                       @1905 Armacast., Los Angeles, CA                             
MEGSINET                                                             Collocation space agreement                                    
Meidinger Associates, LLC                                            Right of Entry (Roe) @ 462 S 4th Ave                           
Meiser and Jacquet                                                   Right of Entry (Roe) @ 3636 Camino Del Rio N                   
Melbourne International Communications LTD                           Right of Entry (Roe) @ 2571 N.E. Kirby Avenue                  
Melvin Olsen                                                         Right of Entry (Roe) @ 212 E Monument                          
                                                                       and 214 E Monument                                           
Memorial Health Services                                             Right of Entry (Roe) @ 7677 Center Drive                       
Meridian Associates West                                             Right of Entry (Roe)                                           
Meridian Associates West & Bradbury Family Part.                     Right of Entry (Roe)                                           
MERIDIAN METROPOLITAN DISTRICT                                       Conduit use agreement                                          
Meridian Metropolitan District                                       Right of Entry (Roe) @ 12111 E Belford Ave                     
Meridian Realty Service                                              Pop site @ 227 W 5th St., Winston Salem, NC                    
METLIFE                                                              Employee Insurance Policy                                      
METROMEDIA FIBER NETWORK SERVICES, INC.                              Pole and dark fiber lease                                      
METROPOLITAN GOV'T OF NASHVILLE                                      Agreement allowing ICG to enter public                         
                                                                       right of way to lay or maintain existing fiber,              
                                                                       underground or above ground.                                 
Metropolitan Life                                                    Right of Entry (Roe) @ 4741 Madison Ave                        
MFS NETWORK TECHNOLOGIES INC                                         Fiber in Oakland.                                              
Miamisburg Commerce Park                                             Right of Entry (Roe) @ 2277 Mau Road                           
MIBX                                                                 Right of Entry (Roe) @ 31 N 2nd St                             
Michael Daly et al                                                   Right of Entry (Roe) @ 3790 Omec Circle                        
Michael Thomas                                                       Right of Entry (Roe) @ 1111 Howe Ave                           
Mickey Gold                                                          Right of Entry/License Agreement                               
Micromuse Inc.                                                       Software and support services                                  
Micromuse Inc.                                                       Software and support services                                  
MICROSOFT CORPORATION                                                0                                                              
MICROSOFT CORPORATION                                                0                                                              
Microsoft Corporation                                                MASTER CONSULTING                                              
Microsoft Corporation                                                SOFTWARE LICENSE                                               
Midwest Holding Corp. #14-Westshore Center                           Pop site @ 1715 N. Westshore, Tampa, FL                        
Midwest Property Services, LLC                                       Pop site @ 505 1/2 N. Walnut, Bloomington, IN                  
MILE HIGH ONLINE                                                     License agreement for Meridian.                                
Miller Graphics Inc.                                                 Right of Entry (Roe) @ 4550 Little John St                     
Miller-Valentine Partners                                            Right of Entry (Roe) @ 6520 Poe Avenue                         
Miller-Valentine Partners                                            Right of Entry (Roe) @ Two Prestige Place                      
Milliken Business Center                                             Right of Entry (Roe) @ 4375 Lowell Street                      
Mindspring Enterprises, Inc.                                         Special Access                                                 
MIP Properties, Inc.                                                 Right of Entry (Roe) @ 110 Pine Ave                            
Mitsubishi Motors Sales Corporation of America                       Right of Entry (Roe) @ 17665 Caselton St                       
MNE General Partnership                                              Right of Entry (Roe) @ 2360 Harvard St                         
Montgomery Management Company                                        Right of Entry (Roe) @ 8642 Sunset Blvd                        
Moore                                                                Accounts payable check printer                                 
Morris Investments                                                   Right of Entry (Roe) @ 1887 Southtown Blvd                     
MOUNTAIN VIEW ELECTRIC                                               Pole attachment                                                
Mr. Ashish Vibhakar                                                  Right of Entry (Roe) @ 23639 Hawthorne Blvd                    
Mr. Bruce Beach and Mr. Donald Beach                                 Right of Entry (Roe) @ 310 Wilshire Blvd                       
Mr. Costas Fergagis                                                  Right of Entry (Roe) @ 539 E Villa                             
Mr. David Vickter                                                    Right of Entry (Roe) @ 1653 S La Cienega Blvd                  
Mr. Eddie Talbot                                                     Right of Entry (Roe) @ 950 Aviation Blvd                       
Mr. Gary Wagner                                                      Right of Entry (Roe) @ 1600 Strathern St                       
Mr. James J. Fischer, Trust                                          Right of Entry (Roe) @ 2124 Huntington Dr                      
Mr. Keyhan Moghaddam                                                 Right of Entry (Roe) @ 15101 Keswick St                        
Mr. Mike Nazarian                                                    Right of Entry (Roe) @ 7122 Beverly Blvd                       
Mr. Robert Kramer                                                    Right of Entry (Roe) @ 1229 Santa Monica Blvd                  
Mr. Robert Leung                                                     Right of Entry (Roe) @ 8632 E Valley Blvd                      
Mr. Seymour Rosenblum                                                Right of Entry (Roe) - Equipment install                       
Mr. Sheldon Plutsky                                                  Right of Entry (Roe) @ 4540 Valerio St                         
Mr. Stam Blaustein                                                   Right of Entry (Roe) 3713 Highland Ave                         
Mr. Uri Mandelbaum                                                   Right of Entry (Roe) @ 14857 Roscoe Blvd                       
Mr. Walter Huang                                                     Right of Entry (Roe) @ 15237 Proctor Ave                       
Ms. Marsha Cummins                                                   Right of Entry (Roe) @ 6855 Vineland Ave                       
Munco Inc.                                                           Right of Entry (Roe) @ 3450 Spring Street                      
Municipal Government                                                 Right of Entry (Roe) @ 102 S Tejon                             
Murakai Coporation                                                   Right of Entry (Roe) @ 1740 W Artesia Blvd                     
Murray Seidner                                                       EQUIPMENT INSTALL                                              
Myers Baker & Associates                                             Right of Entry (Roe) @ 3480 Sunrise Blvd                       
Myron Oats                                                           Right of Entry (Roe) @ 5770 Freeport Blvd                      
N & L, LP                                                            Right of Entry (Roe) @ 400 S Victory Blvd                      
National Jewish Medical & Research Center                            Right of Entry (Roe) @ 1400 Jackson                            
National Service Industries Inc. ZEP; Mnfctrng Co.                   Right of Entry (Roe)                                           
NationsBank of North Carolina                                        Right of Entry (Roe) @ 2100 Rexford Road                       
Nautilus-Pegasus Associates                                          Right of Entry (Roe) @ 950 17th St                             
Navipath                                                             Collocation space agreement                                    
NCS Trust                                                            Right of Entry (Roe) @ 9000 Wessex Place                       
Neo Park                                                             Right of Entry (Roe) @ 15501-15401 Neo Parkway                 
NEO Park Limited                                                     Type 1 Central Office - Lucent 5ESS Switch                     
Neodata Services Inc                                                 Right of Entry (Roe) @ 6707 Winchester Circle                  
Neodata Services Inc                                                 Right of Entry (Roe) @ 833 W South Boulder Road                
Network Enhanced Telecom                                             Special Access                                                 
NetZero, Inc.                                                        Internet Remote Access Services Agreement                      
NEUSTAR INC                                                          Carrier Local number portability                               
NEUSTAR, INC.                                                        LNP service agreement                                          
NEUSTAR, INC.                                                        LNP service agreement                                          
NEW ENGLAND TELEPHONE & TELEGRAPH                                    Provides the terms and conditions for the                      
                                                                       provisioning and invoicing of services                       
                                                                       between ICG & ILECs and CLECs                                
New Horizon Properties, LTD                                          Right of Entry (Roe) @ 12641 E 166th St                        
NEW YORK TELEPHONE COMPANY                                           Provides the terms and conditions for the                      
                                                                       provisioning and invoicing of services                       
                                                                       between ICG & ILECs and CLECs                                
Nexus Properties, Inc.                                               Right of Entry (Roe) @ 11149 N Torrey Pines Road               
Nexus Properties, Inc.                                               Right of Entry (Roe) @ 6333 Greenwich Dr                       
Nexus Properties, Inc.                                               Right of Entry (Roe) @ 6363 Greenwich Dr                       
NFC                                                                  Right of Entry (Roe) @ 9400 Williamsburg Plaza                 
Niesner Family Trust                                                 Right of Entry (Roe) @ 14655 Titus St                          
NIKONET/QWEST                                                        Carrier agreement                                              
NORFOLK SOUTHERN CORP                                                Right of installing, maintaining, operating,                   
                                                                       and removing fiber optic wires or                            
                                                                       cables over or on the right of way or property               
                                                                       and any tracks of railway .                                  
                                                                       Birmingham & Jefferson County - Alabama                      
NORFOLK SOUTHERN RAILWAY COMPANY                                     Charlotte, North Carolina fiber optic wired                    
                                                                       or cables located at or near Mecklenburg County.             
NORFOLK SOUTHERN RAILWAY COMPANY                                     Worthington Franklin County, Ohio - Fiber optic                
                                                                       wires or cables encased within a 4 inch conduit              
                                                                       located within the confines of Wilson Bridge Road.           
Norge Partnership                                                    Right of Entry (Roe) @ 2930 E 3rd Ave                          
NORTH AMERICAN TELEPHONE NETWORK                                     Collocation space agreement                                    
NORTH AMERICAN TELEPHONE NETWORK                                     Collocation space agreement                                    
North County Transit District                                        Right of Entry (Roe)                                           
North County Transit District                                        Right of Entry (Roe)                                           
North County Transit District                                        Right of Entry (Roe)                                           
North County Transit District                                        Right of Entry (Roe)                                           
North Sacramento Land Company                                        Right of Entry (Roe) @ 310 Commerce Circle                     
Northmeadows Investments Inc.                                        Pop site @ 100 W. College Ave, Appleton, WI                    
Northwestern Mutual Life Insurance Company                           Right of Entry (Roe) @ 1035 S Milliken Ave                     
Norton Plaza Associates                                              Right of Entry (Roe)/LICENSE @ 11911 San Vicente               
NORWEGIAN CRUISE LINE                                                Faxing Services Agreement                                      
NORWEGIAN CRUISE LINE                                                General Services Agreement                                     
Norwood Tower, LP                                                    Type 1 Central Office - Lucent 5ESS Switch                     
NTS Properties III                                                   Right of Entry (Roe) @ 10401 Linn Station Road                 
O Toole Properties                                                   Right of Entry (Roe) @ 2210 O'Toole Ave                        
O'Connor Development LLC                                             Right of Entry (Roe) @ 382 S Arthur                            
OHIO EDISON COMPANY                                                  Eight mile IRU in Akron.                                       
OHIO EDISON COMPANY                                                  Fiber agreement                                                
OHIO EDISON COMPANY                                                  Fiber use, pole attachment.                                    
Ohio Edison Tower LLC-066                                            Right of Entry (Roe) @ 76 S Main St                            
Ohio Restaurant Association                                          Right of Entry (Roe) @ 1525 Bethel Road                        
Olen Commercial Realty Corp.                                         Right of Entry (Roe) @ 1 Capital Dr                            
Olen Commercial Realty Corp.                                         Right of Entry (Roe) @ 1 Spectrum Pointe Dr                    
Olen Commercial Realty Corp.                                         Right of Entry (Roe) @ 100 N Pointe Dr                         
Olen Commercial Realty Corp.                                         Right of Entry (Roe) @ 102 N Pointe Dr                         
Olen Commercial Realty Corp.                                         Right of Entry (Roe) @ 103 N. Point Dr                         
Olen Commercial Realty Corp.                                         Right of Entry (Roe) @ 104 N. Point Dr                         
Olen Commercial Realty Corp.                                         Right of Entry (Roe) @ 105 N Pointe Dt                         
Olen Commercial Realty Corp.                                         Right of Entry (Roe) @ 11 Spectrum Point Dr                    
Olen Commercial Realty Corp.                                         Right of Entry (Roe) @ 13 Spectrum Pointe Dr                   
Olen Commercial Realty Corp.                                         Right of Entry (Roe) @ 15 Spectrum Point Dr                    
Olen Commercial Realty Corp.                                         Right of Entry (Roe) @ 17 Spectrum Point Dr                    
Olen Commercial Realty Corp.                                         Right of Entry (Roe) @ 19 Spectrum Point Dr                    
Olen Commercial Realty Corp.                                         Right of Entry (Roe) @ 2 S Pointe Dr                           
Olen Commercial Realty Corp.                                         Right of Entry (Roe) @ 20 Empire Dr                            
Olen Commercial Realty Corp.                                         Right of Entry (Roe) @ 21 Spectrum Point Dr                    
Olen Commercial Realty Corp.                                         Right of Entry (Roe) @ 23 Mauchly Dr                           
Olen Commercial Realty Corp.                                         Right of Entry (Roe) @ 23 Spectrum                             
Olen Commercial Realty Corp.                                         Right of Entry (Roe) @ 25 Empire Dr                            
Olen Commercial Realty Corp.                                         Right of Entry (Roe) @ 25 Mauchly Dr                           
Olen Commercial Realty Corp.                                         Right of Entry (Roe) @ 25 Spectrum Point Dr                    
Olen Commercial Realty Corp.                                         Right of Entry (Roe) @ 27 Mauchly Dr                           
Olen Commercial Realty Corp.                                         Right of Entry (Roe) @ 27 Spectrum Point Dr                    
Olen Commercial Realty Corp.                                         Right of Entry (Roe) @ 2801 McGaw Ave                          
Olen Commercial Realty Corp.                                         Right of Entry (Roe) @ 2803 McGaw Ave                          
Olen Commercial Realty Corp.                                         Right of Entry (Roe) @ 2805 McGaw Ave                          
Olen Commercial Realty Corp.                                         Right of Entry (Roe) @ 2807 McGaw Ave                          
Olen Commercial Realty Corp.                                         Right of Entry (Roe) @ 2811 McGaw Ave                          
Olen Commercial Realty Corp.                                         Right of Entry (Roe) @ 2813 McGaw Ave                          
Olen Commercial Realty Corp.                                         Right of Entry (Roe) @ 2815 McGaw Ave                          
Olen Commercial Realty Corp.                                         Right of Entry (Roe) @ 2817 McGaw Ave                          
Olen Commercial Realty Corp.                                         Right of Entry (Roe) @ 2819 McGaw Ave                          
Olen Commercial Realty Corp.                                         Right of Entry (Roe) @ 2821 McGaw Ave                          
Olen Commercial Realty Corp.                                         Right of Entry (Roe) @ 2823 McGaw Ave                          
Olen Commercial Realty Corp.                                         Right of Entry (Roe) @ 3 Spectrum Point Drive                  
Olen Commercial Realty Corp.                                         Right of Entry (Roe) @ 40 Empire Dr                            
Olen Commercial Realty Corp.                                         Right of Entry (Roe) @ 5 Spectrum Point Dr                     
Olen Commercial Realty Corp.                                         Right of Entry (Roe) @ 60 Empire Dr                            
Olen Commercial Realty Corp.                                         Right of Entry (Roe) @ 80 Empire Drive                         
Olen Commercial Realty Corp.                                         Right of Entry (Roe) @ 9 Spectrum Point Dr                     
OLIGARCHY DITCH COMPANY                                              Ditch crossing agreement                                       
Olympic Steel Inc.,                                                  Right of Entry (Roe) @ 5096 Richmond Rd                        
Omni Business Park, LP                                               Right of Entry (Roe) @ 350 Milliken Ave                        
Omnivest Park, LLP                                                   Right of Entry/License Agreement                               
One American Center                                                  Right of Entry (Roe) @ 3100 West End Ave                       
One Prestige Place Office Building Ltd.                              Right of Entry (Roe) @ One Prestige Place                      
One Southgate Corporation                                            Right of Entry (Roe) @ 6892 S Yosemite                         
One Summer Street                                                    Type 1 Central Office - Lucent 5ESS Switch                     
One Wilshire Arcade Imperial LTD                                     Type 1 Central Office - Lucent 5ESS Switch                     
                                                                       @ 624 S Grand Ave., Los Angeles, CA                          
Organizational Synergies                                             Right of Entry (Roe)                                           
ORIX GF Denver Venture                                               Right of Entry (Roe) @ 9780 South Meridian Boulevard           
Orley & Lenoia Weaver, Family Trust                                  Right of Entry (Roe) @ 1954 Placentia Avenue                   
ORR PROTECTION SYSTEM                                                Fire protection service                                        
ORR PROTECTION SYSTEM                                                Security contractor                                            
ORR PROTECTION SYSTEM, INC.                                          Fire protection service                                        
Ostendorf Morris c/o Colliers International                          Right of Entry (Roe) @ 1150 W 3rd Street                       
Ostendorf Morris Company                                             Type 2 Hub - Transport equipment on-net -                      
                                                                       multiple fiber optic systems @                               
                                                                       1150 W Third St., Clevland, OH                               
Ostendorf Morris, Co                                                 Type 2 Hub - Transport equipment on-net -                      
                                                                       multiple fiber optic systems @                               
                                                                       1621 Euclid Ave., Cleveland, OH                              
Overton, Moore & Associates                                          Right of Entry (Roe) @ 1959 East Cashdan Street                
P & H, Ltd.                                                          Right of Entry (Roe) @ 41 Inverness Drive East                 
PAC BELL                                                             This agreement/contract establishes rules for                  
                                                                       the ordering, provisioning, and maintenance                  
                                                                       of equipment and facilities between ICG and the              
                                                                       signee.                                                      
PACIFIC BELL                                                         This agreement/contract establishes rules for                  
                                                                       the ordering, provisioning, and maintenance                  
                                                                       of equipment and facilities between ICG and the              
                                                                       signee.                                                      
PACIFIC BELL MOBILE SERVICES                                         Collocation space agreement                                    
PACIFIC BELL SBC                                                     This agreement/contract establishes rules                      
                                                                       for the ordering, provisioning, and maintenance              
                                                                       of equipment and facilities between ICG and the              
                                                                       signee.                                                      
PACIFIC CARE OF COLORADO                                             Employee Insurance Policy                                      
Pacific Coast Properties (1)                                         Right of Entry (Roe) @ 6524 44th St                            
Pacific Coast Properties (2)                                         Right of Entry (Roe) @ 6520 44th St                            
PACIFIC GATEWAY EXCHANGE                                             SS7 and Special Access                                         
Pacific Gulf Properties                                              Right of Entry (Roe) @ 1779 Tribute Rd                         
Pacific Gulf Properties                                              Right of Entry (Roe) @ 3500 W Moore                            
Pacific Gulf Properties                                              Right of Entry (Roe) @ 3501 W Moore                            
Pacific Gulf Properties                                              Right of Entry (Roe) @ 3601 W MacArthur Blvd                   
Pacific Gulf Properties                                              Right of Entry (Roe) @ 3605 W MacArthur Blvd                   
Pacific Gulf Properties                                              Right of Entry (Roe) @ 3609 W MacArthur Blvd                   
Pacific Gulf Properties                                              Right of Entry (Roe) @ 3613 W MacArthur Blvd                   
Pacific Gulf Properties                                              Right of Entry (Roe) @ 3617 W MacArthur Blvd                   
Pacific Gulf Properties                                              Right of Entry (Roe) @ 3621 MacArthur Blvd                     
Pacific Gulf Properties                                              Right of Entry (Roe) @ 3625 W MacArthur Blvd                   
Pacific Gulf Properties                                              Right of Entry (Roe) @ 3629 W MacArthur Blvd                   
Pacific Gulf Properties                                              Right of Entry (Roe) @ 3633 W MacArthur Blvd                   
Pacific Gulf Properties                                              Right of Entry (Roe) @ 92 Argonaut                             
Pacific Partners                                                     Right of Entry (Roe) @ 9363 Wilshire Blvd                      
Pacific Partnership                                                  Right of Entry (Roe)                                           
Pacific Plaza Associates                                             Right of Entry (Roe) @ 4299 MacArthur Blvd                     
Pacific Real Properties                                              Right of Entry (Roe) @ 5837 Mission Gorge Rd                   
Pacifica Hotel Company                                               Right of Entry (Roe) @ 400 N Harbor Dr                         
Pacifica Investment Co.                                              Right of Entry (Roe) @ 16742 Stagg St                          
Padick Partners                                                      Type 1 Central Office - Lucent 5ESS Switch                     
PAGING NETWORK, INC.                                                 Collocation space agreement                                    
Palmer Center, Ltd.                                                  Right of Entry (Roe) @ 2 North Cascade                         
Palmer Center, Ltd.                                                  Right of Entry (Roe) @ 90 S Cascade                            
Palomar Enterprises, Inc.                                            Right of Entry (Roe) @ 5744 Pacific Center Blvd                
Paramount Partners, LLC                                              Type 3 Microwave - Multi tenant or customer                    
                                                                       premise on-net with terminating                              
                                                                       transport equipment @ 3550 Wilshire.,                        
                                                                       Los Angles, CA                                               
Park Building                                                        Pop site @ 355 Fifth Avenue., Pittsburgh, PA                   
Park Central Building                                                Right of Entry (Roe) @ 412 W 6th St                            
Park Road Shopping Center, Inc.                                      Right of Entry (Roe) @ 17501 Park Road                         
Parksdown Companies                                                  Right of Entry (Roe) @ 2535 Camino Del Rio S                   
PARS SVSP II, LLC                                                    Right of Entry (Roe) @ 8949 Kenamar Dr                         
Pasa Alta Manor                                                      Right of Entry (Roe) @ 1790 N Fair Oaks                        
Patrict Heights Inc.                                                 Right of Entry (Roe) @ 5000 Fawn Meadow                        
Paul Dudum                                                           Right of Entry (Roe) @ 180 Hubell St                           
Paul E. Iacono                                                       Right of Entry (Roe) @ 7075 Commerce Circle                    
PDS Technical                                                        Right of Entry (Roe)                                           
Pearl East Partnership, LLP                                          ROE Multiple Properties on Pearl East Circle                   
                                                                       Boulder, CO                                                  
PEOPLESOFT USA INC                                                   Software and support services                                  
PERA                                                                 Right of Entry (Roe) @ 8055 E Tufts                            
Perimeter Park Inc.                                                  Right of Entry (Roe) @ 30 Perimeter Park                       
Phillip Calderon                                                     Right of Entry (Roe) @ 1822 Hildsbrand Ave                     
Phillip Goodenough                                                   Right of Entry (Roe) @ 2199 Meridian Park Blvd                 
PHOENIX DEVELOPMENT CORPORATION                                      Pop site @ 1320 N. St., Lincoln, NE                            
Phoenix Home Life                                                    Type 3 Equipment - Multi tenant or customer premise            
                                                                       on-net with terminating transport fiber optic                
                                                                       equipment @ 400-406 E Wilson Bridge Rd,                      
                                                                       Worthington, CA                                              
Phoenix Home Mutual Insurance Company                                Right of Entry (Roe) @ 94 Inverness                            
Piedmont Natural Gas Company Inc.                                    Right of Entry (Roe) @ 1915 Rexford Road                       
Pieta and San Gal Trust                                              Right of Entry (Roe) @ 2075 Corte Del Nogel                    
Pinnacle San Antonio, LLC                                            Type 3 Equipment - Multi tenant or customer premise on-net     
                                                                       with terminating transport Fiber optic equipment @ 501       
                                                                       Broadway, San Antonio, TX                                    
Pio V. de Feo                                                        Type 3 Microwave - Multi tenant or customer premise on-net     
                                                                       with terminating transport equipment                         
PIVOTAL SOFTWARE INC                                                 Sales & Marketing lead software.                               
PJS of Texas, Inc.                                                   Type 1 Central Office - Lucent 5ESS Switch                     
PLATTE RIVER POWER AUTHORITY                                         Fiber use agreement                                            
PLATTE RIVER POWER AUTHORITY                                         IRU in Northern Colorado.                                      
Plazamerica Inc.                                                     Right of Entry (Roe) @ 9710 Scranton Rd                        
Plazamerica Inc.                                                     Right of Entry (Roe) @ 9740 Scranton Rd                        
PNC Bank, N.A.                                                       Right of Entry (Roe) @ 500 West Jefferson Street               
Point One Telecommunications, Inc.                                   Dedicated Transport Service Agreement                          
Potrero Hill Investors, Limited Partnership                          Right of Entry (Roe) @ 208 Utah St                             
POUDRE VALLEY RURAL ELECTRIC ASSOCIATION, INC.                       Joint pole use license agreement                               
Prado Partners Ltd                                                   Pop site @44 West Broadway, Eugene, OR                         
Pratt Land Limited Liability Company                                 Right of Entry (Roe) @ 1351 S Sunset                           
Pratt Land Limited Liability Company                                 Right of Entry (Roe) @ 1375 Florida                            
Pratt Land Limited Liability Company                                 Right of Entry (Roe) @ 1501 S Sunset                           
Pratt Land Limited Liability Company                                 Right of Entry (Roe) @ 1551 S Sunseet                          
Pratt Land Limited Liability Company                                 Right of Entry (Roe) @ 1800 Nelson Rd                          
Pratt Land Limited Liability Company                                 Right of Entry (Roe) @ 1801 Left Hand Circle                   
Pratt Land Limited Liability Company                                 Right of Entry (Roe) @ 1811 Left Hand Circle                   
Pratt Land Limited Liability Company                                 Right of Entry (Roe) @ 1820 Left Hand Circle                   
Pratt Land Limited Liability Company                                 Right of Entry (Roe) @ 1821 Left Hand Circle                   
Pratt Land Limited Liability Company                                 Right of Entry (Roe) @ 1823 Sunset Pl                          
Pratt Land Limited Liability Company                                 Right of Entry (Roe) @ 1830 Left Hand Circle                   
Pratt Land Limited Liability Company                                 Right of Entry (Roe) @ 1831 Left Hand Circle                   
Pratt Land Limited Liability Company                                 Right of Entry (Roe) @ 1833 Sunset Pl                          
Pratt Land Limited Liability Company                                 Right of Entry (Roe) @ 1841 Left Hand Circle                   
Pratt Land Limited Liability Company                                 Right of Entry (Roe) @ 1844 Nelson Blvd                        
Pratt Land Limited Liability Company                                 Right of Entry (Roe) @ 1850 Industrial Circle                  
Pratt Land Limited Liability Company                                 Right of Entry (Roe) @ 1851 Left Hand Circle                   
Pratt Land Limited Liability Company                                 Right of Entry (Roe) @ 1860 Industrial Circle                  
Pratt Land Limited Liability Company                                 Right of Entry (Roe) @ 1861 Left Hand Circle                   
Pratt Land Limited Liability Company                                 Right of Entry (Roe) @ 1869 Left Hand Circle                   
Pratt Land Limited Liability Company                                 Right of Entry (Roe) @ 1871 Left Hand Circle                   
Pratt Land Limited Liability Company                                 Right of Entry (Roe) @ 1880 Industrial Circle                  
Pratt Land Limited Liability Company                                 Right of Entry (Roe) @ 1900 Diagnol Hwy                        
Pratt Land Limited Liability Company                                 Right of Entry (Roe) @ 1900 Pike Rd                            
Pratt Land Limited Liability Company                                 Right of Entry (Roe) @ 1960 Industrial Circle                  
Pratt Land Limited Liability Company                                 Right of Entry (Roe) @ 2040 Miller Drive                       
Pratt Land Limited Liability Company                                 Right of Entry (Roe) @ 2120 Miller Dr                          
Pratt Land Limited Liability Company                                 Right of Entry (Roe) @ 2121 Miller Dr                          
Pratt Land Limited Liability Company                                 Right of Entry (Roe) @ 2150 Miller Dr                          
Pratt Land Limited Liability Company                                 Right of Entry (Roe) @ 2190 Miller Dr                          

Pratt Land LLC                                                       Type 3 Equipment - Multi tenant or customer premise on-net     
                                                                       with terminating transport fiber optic equipment @ 1820      
                                                                       Lefthand Circle, Longmont, CO                                
Pratt Management, LLC                                                Right of Entry (Roe) @ 2605 Trade Center                       
Precedent Health Center Realty LLC                                   Right of Entry (Roe) @ 1650 Fillmore Street                    
Precision Auto Care, Inc.                                            Right of Entry (Roe) @ 16801 Hawthorne                         
Preferred Properties Fund 82                                         Right of Entry (Roe) @ 7801 East Orchard                       
PREMIER SEARCH                                                       Recruiting agreement                                           
Prentiss Properties Aquisition Partners                              Right of Entry (Roe) @ 5995 Greenwood Plaza Blvd               
Prentiss Properties LTD Inc                                          Right of Entry (Roe) @ 18881 Von Karman Avenue                 
Prentiss Properties Natomes, LP                                      Right of Entry (Roe) @ 2485 Natomes Park Dr                    
Prestige Management Group                                            Right of Entry (Roe) @ 24331 Miles Rd                          
Princeland Properties Inc                                            Right of Entry (Roe) @ 7077 Orangewood Ave                     
Princeton Business Park                                              Right of Entry (Roe) @ 3353 Bradshaw Rd                        
Procomm                                                              Right of Entry (Roe) @ 1017 Central Parkway N                  
Progressive Insurance                                                Right of Entry (Roe) @ 1110 Chapel Hills Dr                    
Prologis North Carolina, LP                                          Type 1 Central Office - Lucent 5ESS Switch - Active switch site
Prologis Trust                                                       Warehouse @ 325 Nolan St                                       
Prominade Mall Development Corp.                                      Right of Entry (Roe) @ 4150 Mission Blvd                      
Property Colorado OBJLW                                              Right of Entry (Roe) @ 6400 S Fiddlers Green Circle            
Prospect Building G.P. c/o Steele Enterprises                        Right of Entry (Roe) @ 2868 Prospect Park Drive                
Provident Life & Accident Insurance Co                               Right of Entry (Roe) @ 710 S Ash St                            
PRUDENTIAL                                                           Employee Insurance Policy                                      

Prudential Insurance Company of America                              717 17th Street Denver, CO (Johns Manville Plaza)              
Prudential Insurance Company of America                              License Agreement Norwest Bank Tower 90 South                  
                                                                       Cascade Colorado Springs, CO                                 
Prudential Insurance Company of America                              License Agreement 633 17th Street Denver, CO                   
                                                                       (First Interstate Tower North)                               
Prudential Insurance Company of America                              License Agreement Prudential Plaza Building 1050 17th          
                                                                       Street Denver, CO                                            
Prudential Insurance Company of America                              NSROE 707 17th Street Denver, Colorado 80265                   
Prudential Insurance Company of America                              Right of Entry (Roe) @ 633 17th St                             
Prudential Insurance Company of America                              Right of Entry (Roe) @ 717 17th Street                         
Prudential/Daniel Office Venture, LLC                                ROE 3310 West End Avenue Nashville, TN Term 2/28/98            
                                                                       to 2/28/03                                                   
Prugnara Corporation                                                 Right of Entry (Roe) @ 490 Post St                             
PS Business Parks, LP                                                Right of Entry (Roe) @ 2560 Corporate Park                     
PSINET TRANSACTION SOLUTIONS INC                                     SS7 and Special Access                                         
PUBLIC SERVICE COMPANY OF CO                                         License for pole usage for non-cable                           
PUBLIC UTILITIES COMMISSION OF OHIO                                  Agreement allowing ICG to enter public right of way to lay or  
                                                                       maintain existing fiber, underground or above ground.        
PUBLIC UTILITIES COMMISSION OF THE STATE OF NEW HAVEN                Agreement allowing ICG to enter public right of way to lay or  
                                                                       maintain existing fiber, underground or above ground.        
Quail 600 Ltd. Partnership                                           Right of Entry (Roe) @ 3535 Grandview Pkwy                     
Quality Naturally Foods                                              Right of Entry (Roe) @ 18830 E San Jose                        
Quinby Building LLC                                                  Right of Entry (Roe) @ 650 S Grand Ave                         
Quintiles Pacific, Inc.                                              Right of Entry (Roe) @ 5160 Caroll Canyon Rd                   
QWEST COMMUNICATIONS                                                 Capacity lease agreement                                       
QWEST COMMUNICATIONS                                                 Carrier services provided                                      
QWEST COMMUNICATIONS                                                 Fiber use agreement                                            
QWEST COMMUNICATIONS                                                 Fiber use agreement                                            
QWEST COMMUNICATIONS                                                 PRI, private line services                                     
QWEST COMMUNICATIONS                                                 PRI, private line services                                     
QWEST COMMUNICATIONS                                                 PRI, private line services                                     
QWEST COMMUNICATIONS                                                 PRI, private line services                                     
QWEST COMMUNICATIONS CORP                                            IRU agreement                                                  
QWEST COMMUNICATIONS CORP                                            IRU agreement                                                  
QWEST COMMUNICATIONS CORP                                            PRI, private line services                                     
QWEST COMMUNICATIONS CORP                                            PRI, private line services                                     
QWEST COMMUNICATIONS CORP                                            PRI, private line services                                     
QWEST COMMUNICATIONS CORP                                            PRI, private line services                                     
QWEST COMMUNICATIONS CORP                                            PRI, private line services                                     
QWEST COMMUNICATIONS CORP                                            Special Access                                                 
QWEST COMMUNICATIONS CORPORATION                                     PRI, private line services                                     
QWEST COMMUNICATIONS CORPORATION                                     Special Access                                                 
R&H Mission Gorge, Ltd.                                              Right of Entry (Roe) @ 6545 Mission George Rd                  
R.R. Robinson                                                        Right of Entry (Roe) @ 2541 State St                           
R.S. Mills                                                           Pop site @ 130 N. Summit., Toledo, OH                          
RAL Group, LTD                                                       Right of Entry (Roe) @ 351 S Broadway                          
Ramsey Realty Corp.                                                  Right of Entry (Roe) @ 359 E. Ramsey Road                      
Randy Mael                                                           Right of Entry (Roe) @ 8520 Younger Creek Dr                   
Randy Steinberg                                                      Right of Entry (Roe) @ 8720 S San Pedro St                     
RCB Trust Company                                                    Right of Entry (Roe) @ 5990 Greenwood Plaza Blvd               
RDST, INC.                                                           SS7 and Special Access                                         
Realtec Associates                                                   Type 1 Central Office - Lucent 5ESS Switch                     
REDSTONE NETWORK SERVICES                                            SS7 and Special Access                                         
Reliable Wholesale Lumber, Inc.                                      Right of Entry (Roe) @ 7300 Firestone Blvd                     
Reliance Development Group                                           Right of Entry (Roe) @ 2038 Armacost Ave                       
Reliance Development Group c/o Reliance Insurance Company, Inc       Right of Entry (Roe) @ 11872 La Grange Ave                     
Remo Pasouini                                                        Right of Entry (Roe) @ 3439 1/2 S. Broadway                    
Republic Park Building 99, LLC                                       Right of Entry (Roe) @ 9250 E Costilla Ave                     
Res-Care, Inc.                                                       Right of Entry (Roe) @ 10140 Linn Station                      
Reserve Building Associates L.P.                                     Right of Entry (Roe) @ 1468 W. 9th Street                      
RESONATE INC                                                         Maintenance on the SS7 - Software and support services.        
Rezepka & Associates                                                 Right of Entry (Roe) @ 6500 Rockside Rd                        
RHSC LLC                                                             Right of Entry (Roe) @ 1739 N Academy Blvd                     
RHSC LLC                                                             Right of Entry (Roe) @ 1749 N Academy Blvd                     
Richard A. Lazarus & Family Trust                                    Right of Entry (Roe) @ 137 Utah Ave                            
Richard Bertolucci                                                   Right of Entry (Roe) @ 1717 Stockton Blvd                      
Richard Deal                                                         Right of Entry (Roe) @ 2557 Albatross Way                      
Richard Moore                                                        Right of Entry (Roe) @ 1420 Fulton Ave                         
Richard, Herbert R., Walter J. Brendlen                              Right of Entry (Roe) @ 242 Shaw Rd                             
Rick Mower                                                           Right of Entry (Roe) @ 1314 H St                               
Riger Investment Properties                                          Right of Entry (Roe) @ 16207 Ward Way                          
Ritchie Commercial                                                   Right of Entry (Roe) @ 2730 Union Ave                          
Riverboat Delta King                                                 Right of Entry (Roe) @ 1000 Front Street                       
Rob Miller                                                           Right of Entry (Roe) @ 1816 19th St                            
Robert Bell                                                          Right of Entry (Roe) @ 2706 Merchantile Dr                     
ROBERT BELTON - BORN INFORMATION SERVICES                            Temporary employees                                            
Robert Colman Trust                                                  Right of Entry (Roe) @ 602 Santa Monica Blvd                   
Robert Jones                                                         Right of Entry (Roe) @ 3980 Quebec St, Suite 111               
Robert Robeson                                                       Right of Entry (Roe) @ 360 Cool Springs Rd                     
Robert Willard                                                       Right of Entry (Roe) @ 4760 Flintridge Dr                      
Rock Properties                                                      Right of Entry (Roe)                                           
Rockfield / Banyan Associates, LP                                    Right of Entry (Roe) @ 15707 Rockfield Plaza                   
Rockside Investors LP                                                Right of Entry (Roe) @ 6060 Rockside Woods Blvd                
ROCKY MTN. SECURITY SERVICES DBA INTEGRATED SYSTEM                   Fire system monitoring at multiple switch sites.               
Roger Easley                                                         Right of Entry (Roe) @ 297 Commercial St                       
Roll Properties                                                      Right of Entry (Roe) @ 13310 E Firestone Blvd                  
Ron Bieber                                                           Right of Entry (Roe) @ 1401 El Camino Ave                      
Roque De La Fuente Alexander Revocable Trust #1                      Right of Entry (Roe) @ 5440 Morehouse Dr                       
Rose Canyon Business Park                                            Right of Entry (Roe) @ 4901 Morena Blvd, 400 Building          
Rose Realty                                                          Right of Entry (Roe) @ 1860 W Hamilton Pl                      
Rosenblum Associates                                                 Pop site @ 100 Great Oaks, Albany, NY                          
Roy A. Woodward                                                      Right of Entry (Roe) @ 8528 N Magnolia Ave                     
Royal Century Inc.                                                   Right of Entry (Roe) @ 320 W Badillo St                        
Royce Yost                                                           Right of Entry (Roe) @ 11103 San Pedro                         
Ruey F. Hodapp, Jr.                                                  Right of Entry (Roe) @ 2080 South of Farmington Rd             
Russell & Lavona Tinsley Living Trust                                Right of Entry (Roe) @ 5858 Hollywood Blvd                     
S. Naimi                                                             Right of Entry (Roe) @ 3200 Santa Monica Blvd                  
S.B. Jax Ltd.                                                        Pop site @ 200 W. Forsyth, Jacksonville, FL                    
S.X. Callahan Inc.                                                   Right of Entry (Roe) @ 824 S. Lavedo Street                    
Safari Business Center                                               Right of Entry (Roe) @ 2032 E Francis St                       
Saint Lukes Medical Ctr                                              Right of Entry (Roe) @ 1719 E 19th                             
Samuel K. Wong                                                       Right of Entry (Roe) @ 137 S 7th St                            
San Diego 225 RPFIII Limited Liability Co.                           Right of Entry (Roe) @ 101 W Broadway                          
San Diego Community College District                                 Right of Entry (Roe) @ 10440 Black Mountain Road               
San Diego Community College District                                 Right of Entry (Roe) @ 1313 12th St                            
San Diego Community College District                                 Right of Entry (Roe) @ 1536 Frazee Rd                          
San Diego Community College District                                 Right of Entry (Roe) @ 1960 National Ave                       
San Diego Community College District                                 Right of Entry (Roe) @ 3249 Fordham St                         
San Diego Community College District                                 Right of Entry (Roe) @ 3375 Camino Del Rio S                   
San Diego Community College District                                 Right of Entry (Roe) @ 3890 Modoc                              
San Diego Community College District                                 Right of Entry (Roe) @ 4343 Oceaniview                         
San Diego Community College District                                 Right of Entry (Roe) @ 7250 Mesa College Dr                    
San Diego Community College District                                 Right of Entry (Roe) @ 7405 Mesa College Dr                    
SAN DIEGO GAS & ELECTRIC CO                                          Utility Agreement license for underground facility use         
San Diego Mayflower                                                  Right of Entry (Roe) @ 1145 Grand Ave                          
San Diego Mayflower                                                  Right of Entry (Roe) @ 116 S 20th Street                       
San Diego Mayflower                                                  Right of Entry (Roe) @ 1426 Fayette St                         
San Diego Mayflower                                                  Right of Entry (Roe) @ 1944 Commercial St                      
San Diego Mayflower                                                  Right of Entry (Roe) @ 9320 Miramar Rd                         
San Diego Tech Center LLC                                            Right of Entry (Roe) @ 10055 Barnes Canyon Rd                  
San Diego Tech Center LLC                                            Right of Entry (Roe) @ 10065 Barnes Canyon Rd                  
San Diego Tech Center LLC                                            Right of Entry (Roe) @ 10075 Barnes Canyon Rd                  
San Diego Tech Center LLC                                            Right of Entry (Roe) @ 9605 Scranton Rd                        
San Diego Tech Center LLC                                            Right of Entry (Roe) @ 9645 Scranton Rd                        
San Diego Tech Center LLC                                            Right of Entry (Roe) @ 9685 Scranton Rd                        
San Diego Tech Center LLC                                            Right of Entry (Roe) @ 9725 Scranton Rd                        
San Diego Tech Center LLC                                            Right of Entry (Roe) @ 9805 Scranton Road                      
San Diego Tech Center LLC                                            Right of Entry (Roe) @ 9855 Scranton Road                      
San Franando Cathedral                                               Right of Entry (Roe) @ 115 Main Plaza                          
San Gabriel Valley Medical Center                                    Right of Entry (Roe) @ 438 W Las Tunas Dr                      
San Marcos Pavilion/Las Campanillas Villa                            Right of Entry (Roe) @ 731 W San Marcos Blvd                   
Sanderson J. Ray Carnagie Centre Associates                          Right of Entry (Roe) @ 2510 Redhill Ave                        
Sanderson J. Ray Carnagie Centre Associates                          Right of Entry (Roe) @ 2520 Redhill Ave                        
Sang C Lee & Soon Lee                                                Right of Entry (Roe) @ 155 Polo Pony Dr                        
Sara H. Bissell and Alice Harney                                     Right of Entry (Roe) @ 6337 Morrison Blvd                      
Sarah H. Bissell                                                     Right of Entry (Roe) @ 6230 Fairview Road                      
Sarah H. Bissell                                                     Right of Entry (Roe) @ 6302 Fairview Road                      
SBHI, Inc                                                            Right of Entry (Roe) @ 580 N 4th St                            
SCC COMMUNICATIONS                                                   Amendment 1 to 911 Data Services Agreement                     
Scenic Loan Acquisition Partnership                                  Right of Entry (Roe) @ 3545 Howard Way                         
SCHWAB RETIREMENT PLAN SERVICES                                      Employee Insurance Policy                                      
SCI                                                                  Right of Entry (Roe) @ 8200 Old Brownsville Road               
Scott Jones                                                          Right of Entry (Roe) @ 14526 Jones Maltsberger                 
Scurfield Co.                                                        Right of Entry (Roe) @ 1012 2nd St                             
Service Corporation International                                    Right of Entry (Roe) @ 3422 Holly Road                         
Seymour Rosenblum                                                    Right of Entry (Roe) - Equipment install                       
SHARED COMMUNICATIONS SERVICES, INC                                  Special Access                                                 
Sharland Investment                                                  Right of Entry (Roe) 3814 Auburn Blvd                          
Shaw Business Center                                                 Right of Entry (Roe) @ 212 Shaw Rd                             
Sheldon Appel Company                                                Right of Entry (Roe) @ 2924 Main St                            
Sheldon Gans                                                         Right of Entry (Roe) @ 242 E Gish Rd                           
Shepards                                                             Right of Entry (Roe) @ 555 Middlecreek Parkway                 
Sheraton San Diego                                                   Right of Entry (Roe) @ 1380 Harbor Island Drive                
Sherrilyn I. Coakes                                                  Right of Entry (Roe)                                           
Shoal Creek No.1, LLC                                                Right of Entry (Roe) @ 10830 N Central Expressway              
Sierra Curtis Neighborhood Association                               Right of Entry (Roe) @ 2424 Castro Way                         
Sierra Development Company                                           Pop site @ One E. First St, Reno, NV                           
Signature Services                                                   Right of Entry (Roe) @ 11344 Coloma Road                       
Signature Yosemite Limited Liability                                 Right of Entry (Roe) @ 5655 South Yosemite                     
Sinco Investments                                                    Right of Entry (Roe) @ 3130 Bradshaw Rd                        
SJ Archulete Square Six Partnership, Ltd                             Right of Entry (Roe) @ 333 Inverness                           
Slesnick Realty Co. Ltd                                              Type 3 Equipment - Multi tenant or customer premise on-net     
                                                                       with terminating transport fiber optic equipment @ 404       
                                                                       5th St SE, Canton, OH                                        
Slesnick Realty Co. Ltd.                                             Right of Entry (Roe) @ 404 5th Street                          
SlipNet, Incorporated                                                Right of Entry (Roe) @ 25 Stillman St                          
Smyth Asset Management Company                                       Type 1 Central Office - Lucent 5ESS Switch                     
Society National Bank                                                Right of Entry (Roe) @ 34 N. Main                              
Soeder Limited                                                       Type 1 Central Office - Lucent 5ESS Switch                     
Softlanding Systems Inc                                              SoftLanding Systems specializes in iSeries 400 software        
                                                                       management tools that streamline your entire software        
                                                                       development process,.                                        
Solana Beach Towne Centers Investments, LP                           Right of Entry (Roe) 380 & 462 Stevens Ave                     
SOSINC                                                               Collocation space agreement                                    
SOUTH DAKOTA NETWORK                                                 Carrier Sales Agreements                                       
South Grammar Office Complex                                         Pop site @ 287 Main, E.Hartford, CT                            
SOUTHEAST COLORADO POWER ASSOCIATION                                 Fiber use agreement                                            
SOUTHERN CALIFORNIA EDISON CO                                        Franchise Agreement - cable and facilities license and lease   
SOUTHERN CALIFORNIA EDISON CO                                        IRU in Southern California.                                    
SOUTHERN CALIFORNIA EDISON CO                                        Utility agreement                                              
SOUTHERN DEVELOPMENT &                                               Fiber optic and facilities and services agreement              
Southern National Center LTD Partnership                             Right of Entry (Roe) @ 200 S. College Street                   
SOUTHERN TELECOM 1 INC                                               Fiber optic network facilities                                 
SOUTHWESTERN BELL                                                    This agreement/contract establishes rules for the ordering,    
                                                                       provisioning, and maintenance of equipment and facilities    
                                                                       between ICG and the signee.                                  
SOUTHWESTERN BELL TELEPHONE                                          This agreement/contract establishes rules for the ordering,    
                                                                       provisioning, and maintenance of equipment and facilities    
                                                                       between ICG and the signee.                                  
SOUTHWESTERN BELL TELEPHONE CO                                       This agreement/contract establishes rules for the ordering,    
                                                                       provisioning, and maintenance of equipment and facilities    
                                                                       between ICG and the signee.                                  
SOUTHWESTERN BELL TELEPHONE COMPANY                                  This agreement/contract establishes rules for the ordering,    
                                                                       provisioning, and maintenance of equipment and facilities    
                                                                       between ICG and the signee.                                  
SOUTHWESTERN BELL TELEPHONE COMPANY                                  This agreement/contract establishes rules for the ordering,    
                                                                       provisioning, and maintenance of equipment and facilities    
                                                                       between ICG and the signee.                                  
SOUTHWESTERN BELL TELEPHONE COMPANY (SWBT)                           This agreement/contract establishes rules for the ordering,    
                                                                       provisioning, and maintenance of equipment and facilities    
                                                                       between ICG and the signee.                                  
Spieker Properties LP                                                Right of Entry (Roe) @ 41786 Christy St                        
Spieker Properties LP                                                Right of Entry (Roe) @ 7777 Center Ave                         
Spieker Properties LP                                                Right of Entry (Roe) @ 8880 Cal Center Drive                   
SPRINT                                                               Agreement allowing ICG to enter public right of way to lay or  
                                                                       maintain existing fiber, underground or above ground.        
Sprint Communications Company LP                                     Access Services Agreement (Special Access)                     
Sprint Spectrum LP                                                   Right of Entry (Roe) @ 7346 S Yosemite                         
ST PAUL FIRE AND MARINE INSURANCE COMPANY                            Insurance services                                             
St. Paul Properties Inc                                              Right of Entry (Roe) @ 6060 S Willow Dr                        
ST. PAULS GREEK ORTHODOX CHURCH                                      Pop site @ 1319 Bull St, Savannah, GA                          
Standard Register                                                    Right of Entry (Roe) @ 600 Albany St                           
Stanley & Ruth Crowe                                                 Right of Entry (Roe) @ 4162 Weisenberger Rd                    
Stanley Blaustein                                                    Right of Entry (Roe)                                           
Stanton Partners                                                     Right of Entry (Roe) @ 1640 Gilbreth Rd                        
STAR TELECOM INC                                                     SS7 and Special Access                                         
STARNET                                                              Collocation space agreement                                    
STAR-TEL (STARTEL, STAR TEL)                                         SS7 and Special Access                                         
Starwood SVP II, LLC                                                 Right of Entry (Roe) @ 21535 Hawthorne Blvd                    
State  of Colorado                                                   Amendment 1 to DS-3 & Sonet Fiber Telecommunications           
                                                                       Service Agmt - State of Colorado, Dept of Personnel 97-      
                                                                       735/Original                                                 
State  of Colorado                                                   Easement 1524 Sherman Street Denver, CO                        
State  of Colorado                                                   Easement 690 North Kipling Denver, CO                          
State  of Colorado                                                   Master Contract - State of Colorado Department of              
State  of Colorado                                                     Personnel 96-716/Original                                    
                                                                     Rental Service Agmt - State of CO (Original)                   
State  of Colorado                                                   State of Colorado Department of Personnel - Renewal            
                                                                       Agreement 99-2227/Original                                   
STATE COMMUNICATIONS                                                 Special Access                                                 
STATE OF ALABAMA/GTE SOUTH, INC                                      Approval of interconnection agreement between ICG & GTE        
State of California Public Employees Retirement Sy                   Right of Entry (Roe) @ 7400 East Orchard Road                  
STATE OF COLORADO                                                    EASEMENT                                                       
STATE OF COLORADO DEPT OF TRANSPORTATION                             T-Rex construction; fiber movement.                            
STATE OF GEORGIA                                                     Right of way permit                                            
STATE OF NORTH CAROLINA                                              Agreement allowing ICG to enter public right of way to lay or  
                                                                       maintain existing fiber, underground or above ground.        
STATE OF NORTH CAROLINA                                              Right of way encroachment agreement                            
State Teachers Retirement System                                     Right of Entry (Roe) @ 11755 Wilshire Blvd                     
STD, Ltd                                                             Right of Entry (Roe) @ 2901 Saco St                            
Stephen Brandenburger                                                Right of Entry (Roe) @ 11290 Trade Center Drive                
Stephen J. Whicahard                                                 Right of Entry (Roe) @ 995 Gateway Center Way                  
STERLING TELECOMMUNICATIONS                                          Special Access                                                 
Steve Bayes                                                          Right of Entry (Roe) @ 6127 Fair Oaks Blvd                     
Steven C. Hallman Press                                              Right of Entry (Roe) @ 13624 Floyd Circle                      
Strawberry Holding, Inc.                                             Right of Entry (Roe) @ 5613 DTC Parkway                        
Stuart Gruendl                                                       Right of Entry (Roe) @ 2067 Mountain Blvd                      
Summit Office Park                                                   Right of Entry (Roe) @ 3 Summit Park Dr                        
Summit Office Park                                                   Right of Entry (Roe) @ 4700 Rockside Rd                        
Sunbelt-Varna, LTD                                                   Right of Entry (Roe) @ 7633 Varna Ave                          
SUPERIOR                                                             Employee Insurance Policy                                      
Surrendra & Savita Gorel                                             Right of Entry (Roe) @ 2740 Telegraph Ave                      
Sutton Properties                                                    Right of Entry (Roe) @ 2174 Harris Ave                         
Suzanne Kilmer                                                       Right of Entry (Roe) @ 3835 J St                               
Swedish Hospital                                                     Right of Entry (Roe) @ 701 E. Hampden Avenue                   
Swedish Medical Center                                               Right of Entry (Roe) @ 6169 S. Balsam Way                      
T Allan & J Henry et al                                              Right of Entry (Roe) @ 390 Bayshore                            
T.P. Corporation                                                     Right of Entry (Roe) @ 6181 Mayfield Rd                        
T.P. Corporation                                                     Right of Entry (Roe) @ 6189 Mayfield Rd                        
Taber Consultants                                                    Right of Entry (Roe) @ 3911 W Capitol Ave                      
Tabor Center Associates, L.P.                                        Right of Entry (Roe) @ 1200 17th St                            
TCAST COMMUNICATIONS, INC (T CAST)                                   Special Access                                                 
Tegra Telephone Systems, LLC                                         Right of Entry (Roe) @ 200 W 10th St                           
TEKSYSTEMS                                                           Temporary employees                                            
TEKSYSTEMS, INC                                                      Temporary employees                                            
TELECOM AFFILIATES INC                                               Special Access                                                 
Telehub, Inc.                                                        Right of Entry (Roe) @ 1019 Mission St                         
Telemax System                                                       Right of Entry (Roe)                                           
TELEPACIFIC CORPORATION                                              Carrier Sales Agreement                                        
TELEPACIFIC CORPORATION                                              Carrier Sales Agreement                                        
Teresa Sharp                                                         Right of Entry (Roe) @ 7217 Bandera Road                       
Terry R O'Neill                                                      Right of Entry (Roe) @ 23221 S Point Dr                        
Th Harris Group Partners                                             Right of Entry (Roe) @ 330 South Tryon Street                  
The Beerman Realty Company                                           Right of Entry (Roe) @ 6450 Poe Ave                            
The Brentwood at Kiowa, HOA                                          Right of Entry (Roe) @ 11500 San Vicente Blvd                  
The Briargate Joint Venture                                          Right of Entry (Roe) @ 7710 North Union Blvd                   
The Burnham Insitute                                                 Right of Entry (Roe) @ 10901 N Torrey Pines Rd                 
The Chateau                                                          Pop site @ 20501 Ventura Blvd., Woodland Hills, CA             
The Clorox Company                                                   Right of Entry (Roe) @ 1221 Broadway                           
The Equitable Life Assurance Society of the US                       Right of Entry (Roe) @ 6312 S Fiddlers Green Circle            
The First National Bank of Boston                                    Right of Entry (Roe) @ 74 Inverness Drive                      
THE FOXWORTHY PARTNERSHIP                                            Pop site @ 1601 Jackson., Ft. Meyers, Fl                       
The French Company                                                   Right of Entry (Roe) @ 108 Pacifica                            
The Galbreath Company                                                Right of Entry (Roe) @ 33 West First Street                    
The Galbreath Company                                                Right of Entry (Roe) @ 40 W Fourth Street                      
The Goathill Group, LLC                                              Right of Entry (Roe) @ 2375 N Academy Blvd                     
The Lafayette Partnership                                            Pop site @ 523 S. Louisiana., Little Rock, AR                  
The Lebovic Family Trust                                             Right of Entry (Roe) @ 7021 Radford Ave                        
The Parklane Company                                                 Pop site @ 1020 Main, Boise, ID                                
The Realty Assoc Fund IV/Tri Freeway Business Park                   Type 2 Hub - Transport equipment on-net - multiple fiber       
                                                                       optic systems @ 716 N. Valley St., Anaheim, CA               
The Secretary of the Army                                            Right of Entry (Roe)                                           

THE SUPREME COURT LTD                                                Pop site @ 5555 Odana Rd., Madison, WI                         
The University of Denver                                             Local Exchange/Dialtone Services Agreement                     
THE ZELLERBACH FAMILY FUND                                           Type 1 Central Office - Lucent 5ESS Switch @ 620/630           
                                                                       Third St., San Francisco, CA                                 
Thomas A. Hollfelder                                                 Right of Entry (Roe) @ 760 Arrow Grand Circle                  
Thomas Gabele                                                        Right of Entry (Roe) @ 21611 Perry Street                      
Thomas H. Oneal Revocable Trust                                      Right of Entry (Roe) @ 19039 E Plaza Drive                     
Three Cloverleaf Parkway                                             Right of Entry (Roe) @ 5525 Cloverleaf Parkway                 
Thruway Court LLC                                                    Pop site @ 290 Elwood Davis Rd., Liverpool, NY                 
Thunderstone-Expansion Programs International Inc.                   Right of Entry (Roe) @ 11115 S Edgewater Drive                 
Tiernan Communications                                               Right of Entry (Roe) @ 11025 Roselle St                        
TIME WARNER ENTERTAINMENT LP C/O TIME WARNER CABLE NORTHEAST OHIO    Entered into 5/97 pertains to Akron Ohio area                  
TIME WARNER ENTERTAINMENT LP C/O TIME WARNER CABLEVISION OF          Facilities agreement made 4/1/93 - Time Warner provides        
  CHARLOTTE                                                            construction of and operation of fiber optic                 
                                                                       telecommunications facilities for 24 single mode fibers      
TIME WARNER ENTERTAINMENT LP C/O TIME WARNER CABLEVISION OF          Facilities agreement made 4/1/93 - Time Warner provides        
  CHARLOTTE                                                            construction of and operation of fiber optic                 
                                                                       telecommunications facilities for 24 single mode fibers      
TIME WARNER ENTERTAINMENT LP C/O TIME WARNER CABLEVISION OF          Time Warner provides construction of and operation of fiber    
  CHARLOTTE                                                            optic telecommunications facilities in the Charlotte area.   
TIME WARNER TELECOM                                                  Formerly GST - GST Access Service agreement effective          
                                                                       9/2/98, the effective term continues for one year terms for  
                                                                       each Local Access Transport Area serviced.                   
TIME WARNER TELECOM                                                  Leased fiber in Charlotte.                                     
Todd Smith                                                           Right of Entry (Roe) @ 6920 Miramar Rd                         
Toebben, LTD.                                                        Right of Entry (Roe) @ 8172 Mall Rd                            
Tokai Financial Services, Inc.                                       Type 1 Central Office - Lucent 5ESS Switch @ 8951              
                                                                       Complex Dr., San Diego, CA                                   
Tom and Barbara Schmidt                                              Right of Entry (Roe) @ 2828 Q St                               
Tom Cheng                                                            Right of Entry (Roe) @ 2149 Old Oakland Rd                     
Tom Cook                                                             Right of Entry (Roe) @ 2020 Hurley Way                         
Tom Keberlein Construction, LLC                                      Type 3 Equipment - Multi tenant or customer premise on-net     
                                                                       with terminating transport fiber optic equipment @ 2990      
                                                                       29th Street., Greeley, CO                                    

Tower Corporation                                                    Right of Entry (Roe) @ 1405 Curtis Street                      
Town & Country Foods                                                 Right of Entry (Roe) @ 3115 E. Mulberry                        
Toyo Real Estate Company USA, Inc.                                   Right of Entry (Roe) @ 6000 Lombardo Center                    
Toyo Real Estate Company USA, Inc.                                   Right of Entry (Roe) @ 626 Wilshire Blvd                       
TRANSACTION NETWORK SERVICES (TNS)                                   Local number portability; SS7 A/K/A PSI NET.                   
TRANSACTION NETWORK SERVICES (TNS)                                   SS7 services.                                                  
TRANSAMERICA                                                         Employee Insurance Policy                                      
TRANSTEL COMMUNICATIONS, INC. D/B/A NATIONAL NETWO                   Assignment and assumption of easement from TDL to Telecom.     
TRAVERS REALTY CORP.                                                 Agreement to represent ICG on a Real Estate transaction.       
Tres Limited c/o Total Management                                    Right of Entry (Roe) @ 1009 16th Ave South                     
Triad Property Management                                            Right of Entry (Roe) @ 123 S Alvarado St                       
Triangle Real Estate Services, Inc.                                  Type 1 Central Office - Lucent 5ESS Switch @ 6185              
                                                                       K Huntley Rd., Worthington, OH                               
Trident Center Partners                                              Right of Entry (Roe) @ 11355 W Olympic Blvd                    
TriNet Essential Facilities X, Inc.                                  Leased Offices                                                 
Tri-State Improvement Co c/o Compass Management & Leasing            Right of Entry (Roe) @ 105 E 4th St                            
Triton Overseas Transportation                                       Right of Entry (Roe)                                           
TT Consulting                                                        Right of Entry (Roe) @ 332 W Broadway                          
Two American Center                                                  Right of Entry (Roe) @ 3102 W End Ave                          
Two First Unio Centre                                                Right of Entry (Roe) @ 10 Pkwy Plaza                           
Two North Twentieth, L.P.                                            Right of Entry (Roe) @ 2 North 20th Street                     
Ultima Holdings LLC                                                  Right of Entry (Roe) @ 55 Marietta Bldg                        
UniFirst Holdings L.P. dba UniFirst                                  Right of Entry (Roe) @ 3047 E Commerce St                      
UNION PACIFIC                                                        Right of Way Railroad Agreement                                
Union Pacific Railroad                                               Right of Entry (Roe)                                           
UNION PACIFIC RAILROAD COMPANY                                       Right of Way Railroad Agreement                                
UNION PACIFIC RAILROAD COMPANY                                       Right of Way Railroad Agreement                                
United Building Associates                                           Right of Entry (Roe) @ 707 S Broadway                          
United Office Inc.                                                   Pop site @ 217 E Stone Ave., Greenville, SC                    
UNITED PARCEL SERVICE                                                Overnight Services contract # 00-1658                          
UNITED PERSONNEL                                                     Recruiting agreement                                           
United States Realty & Investment Co                                 Right of Entry (Roe) @ 615 N. Upper Broadway                   
United Way                                                           Right of Entry (Roe) @ 8928 Volunteer Ln                       
University National Bank Center J V                                  Right of Entry (Roe) @ 2696 S Colorado Blvd                    
University of Texas System                                           Type 3 Equipment - Multi tenant or customer premise on-net     
                                                                       with terminating transport fiber optic equipment @ 702       
                                                                       Colorado St., Austin, TX                                     
University Town Center Associates LP                                 Right of Entry (Roe) @ 180 East Broad Street                   
US ARMY., Omaha District, Corps of Engineers                         Easement Fort Carson Military Reservation El Paso County,      
                                                                       Colorado                                                     
US COM INC                                                           Co installation                                                
US COM INC                                                           Maintenance and confidentiality agreement                      
US COM, INC.                                                         Type 3 Equipment - Multi tenant or customer premise on-net     
                                                                       with terminating transport fiber optic equipment             
US WEST COMMUNICATIONS                                               Private line, PRI                                              
US WEST COMMUNICATIONS                                               Private line, PRI                                              
US WEST COMMUNICATIONS INC                                           Interconnect agreement                                         
Utah State Retirement Fund                                           Type 2 Hub - Transport equipment on-net - multiple fiber       
                                                                      optic systems @ 102 S. Tejon St., Colorado Springs, CO        
Valley Business Park                                                 Right of Entry (Roe) @ 10850 Spencer Ave                       
Valley Community Health Center                                       Right of Entry (Roe) @ 4361 Railroad Ave                       
Valley Presbyterian Hospital                                         Right of Entry (Roe) @ 15211 Vanowen Ave                       
Valley Village                                                       Right of Entry (Roe) @ 20830 Sherman Way                       
ValleyLab, Inc.                                                      Right of Entry (Roe) @ 5920 Longbow Dr                         
VANION, INC.                                                         Collocation space agreement                                    
VANKAMPEN INVESTMENTS, INC.                                          Faxing Services Agreement                                      
Vault/Land Limited Co.                                               Right of Entry (Roe) @ 5377 Lauby Rd NW                        
VENTURE REALTY                                                       Pop site @ 1204 NW 13th., Gainsville, FL                       
VERIO TEXAS                                                          Collocation space agreement                                    
VERIZON                                                              This agreement/contract establishes rules for the ordering,    
                                                                       provisioning, and  maintenance of equipment and facilities   
                                                                       between ICG and the signee.                                  
Vernon C. Genn                                                       Right of Entry (Roe) @ 950 Parker St                           
Versacom, Inc                                                        Right of Entry (Roe) @ 801 West Mineral Ave                    
VERTEX INC                                                           Software and support services                                  
VERTEX INC                                                           Software license agreement and non disclosure agreement        
VIATEL, INC                                                          SS7 and Special Access                                         
Victor Dallari, Jr.                                                  Right of Entry (Roe) @ 11363 Folsom Blvd                       
VILLAGE OF VALLEY VIEW                                               Agreement allowing ICG to enter public right of way to lay or  
                                                                       maintain existing fiber, underground or above ground.        
VILLAGE OF VALLEY VIEW                                               Fiber optic construction supervision                           
Vincent Maita                                                        Right of Entry (Roe) @3320 Auburn                              
Vincent Vanni                                                        Pop site @ 242 John Garren Ln., Cocoa, FL                      
Vine Properties                                                      Right of Entry (Roe) @ 3255 Wilshire Blvd                      
Violette Florika                                                     Right of Entry (Roe) @ 8666 Commerce Ave                       
VIP Plaza                                                            Right of Entry (Roe) @ 2209 N San Gabriel Blvd                 
VISTA VOICE AND DATA                                                 Collocation space agreement                                    
Vitesse Semiconductor, Inc.                                          Right of Entry (Roe) @ 4323 Arrows Dr W                        
VNET                                                                 Right of Entry (Roe) @ 325 E 9th Street                        
VOICE VISION INTERNATIONAL                                           General Service Agmt - Voice Vision 98-1000/Original           
WALLER CREEK COMMUNICATIONS                                          Carrier agreement dated 7/28/99 re: 144 fibers                 
WALLER CREEK COMMUNICATIONS                                          Fiber capacity agreement dated 7/28/99 re: 24 DS3's in         
                                                                       Austin San Antonio,  & Dalls.                                
Wang Partnership                                                     Right of Entry (Roe) @ 1650 Ximeno                             
Ward, Asel, Sunthimer & Co. P.C.                                     Right of Entry (Roe) @ 5495 Beltline Road                      
Warner Redhill Association, LTD                                      Right of Entry (Roe) @ 15991 Redhill Avenue                    
Watt Management Co.                                                  Right of Entry (Roe) @ 1050 Lakes Dr                           
Waxie Enterprises, Inc.                                              Right of Entry (Roe) @ 9353 Waxie Way                          
WCB Five Limited Partnership                                         Right of Entry (Roe) @ 5355 Mira Sorrento Pl                   
WCB Five Limited Partnership                                         Right of Entry (Roe) @ 5375 Mira Sorrento                      
Webster Street Partners LTD                                          Right of Entry (Roe) @ 2101 Webster Street                     
WECS Corporation                                                     Pop site @ 1736 E. Sunshine, Springfield, MO                   
Weigand-Omega Management, Inc                                        Pop site @ 333 S. Broadway., Wichita, KS                       
West Capital Partners                                                Right of Entry (Roe) @ 825 Harbor Blvd                         
WEST COAST PORTABILITY SERVICES, LLC                                 Local number portability.                                      
West Court Square                                                    Pop site @ 200 W. Court Square, Huntsville, AL                 
West End Properties, LLC                                             Type 3 Equipment - Multi tenant or customer premise on-net     
                                                                       with terminating transport fiber optic equipment @           
                                                                       210-25th Ave N, Nashville, TN                                
West First Plaza, LLC                                                Right of Entry (Roe) @ 333 W First St                          
West Investment Properties                                           0                                                              
West Jefferson Place                                                 Pop site @ 535 W. Second St., Lexington, KY                    
West Mall Associates LLP                                             Right of Entry (Roe) @ 7477 E Dry Creek Pkwy                   
West Point Development Co                                            Right of Entry (Roe) @ 910 54th Avenue                         
Western Farm Credit Bank                                             Right of Entry (Roe) @ 3636 American River Drive               
Western Union ATS, Inc.                                              (Construction and Use agreement) Fiber in Charlotte            
Western Union, ATS, Inc                                              (Construction and Use agreement) Fiber in Denver               
Westport, LTD                                                        Right of Entry (Roe) @ 5500 Greenwood Plaza Blvd               
Westside Residence Hall, Inc                                         Right of Entry (Roe) @ 733 S Hindry Ave                        
W-F Associates, LTD Partnership                                      Right of Entry (Roe) @ 101 North Tryon St                      
Whittington Realty Partners                                          Right of Entry (Roe) @ 10300 Linn Station                      
WHML-S Real Estate Limited Partnership                               Right of Entry (Roe) @ 2001 Park Place North                   
WHML-S Real Estate Limited Partnership                               Type 3 Equipment - Multi tenant or customer premise on-net     
                                                                       with terminating transport fiber optic equipment             
WHPX-S Real Estate Limited Partnership                               Right of Entry (Roe) @ 6335 Ferris Square                      
Willard & Company                                                    Right of Entry (Roe) @ 4000 Dahlia St                          
Willard Computers                                                    Right of Entry (Roe) @ 276 W. Bangle Road                      
William C. Godley                                                    Right of Entry (Roe) @ 415-D Minuet Lane                       
William or Sharon Reininger                                          Pop site @ 10934 Linvalle, St Louis, MO                        
Willow Trace II Associates LP                                        Right of Entry (Roe) @ 830 Fesslers Parkway                    
Wilshire Center Inc                                                  Equipment Installation Agreement 3255 Wilshire Boulevard       
                                                                       Los Angeles, CA 90010                                        
Wilson Plaza Associates LP                                           Right of Entry (Roe) @ 606 N. Caranchua                        
Wilson Plaza Associates, LP                                          Right of Entry (Roe) @ 545 N Upper Broadway                    
Wilson Plaza Associates, LP                                          Right of Entry (Roe) @ 615 Leopard Street                      
WJS, Inc.                                                            Right of Entry (Roe) @ 9363 Town Center Dr                     
WJS, Inc.                                                            Right of Entry (Roe) @ 9373 Town Center Dr                     
WJS, Inc.                                                            Right of Entry (Roe) @ 9393 Town Center Dr                     
WKB Value Partners, LP-Eaton Center                                  Right of Entry (Roe) @ 1111 Superior Ave (Eaton Center)        
Wohl/Valley Plaza                                                    Right of Entry (Roe) @ 9550 Warner Ave                         
Woodmen Office Campus 3 JV, LLC                                      Right of Entry (Roe) @ 7250 Campus Dr                          
Woodmen Office Campus 4 JV LLC                                       Right of Entry (Roe) @ 7350 Campus Drive                       
WORLD TOUCH COMMUNICATIONS, INC (WORLDTOUCH)                         Special Access                                                 
Writer Corporation                                                   Right of Entry (Roe) @ 27 Inverness Drive East                 
WW & LJ Gateways Ltd                                                 Right of Entry (Roe) @ 9171 Towne Center Drive                 
WW & LJ Gateways Ltd                                                 Right of Entry (Roe) @ 9191 Towne Center Drive                 
Yehuda Lavee, Gideon Goldman and Yehuda Handel                       Right of Entry (Roe) @ 16161 Roscoe Blvd                       
Yellow Transportation LLC                                            Right of Entry (Roe) @ 7500 E 41 St                            
Young Life Inc                                                       Right of Entry (Roe) @ 420 N Cascade                           
Zellerbach Family Fund                                               Right of Entry (Roe) @ 620 3rd St ad 630 3rd St                
Ziff Properties Inc                                                  Pop site @ 201 N. Front Street, Wilmington, NC                 
ZNET, INC.                                                           Collocation space agreement                                    
Zufu Properties Company, LTD                                         Right of Entry (Roe) @ 3440 Wilshire Blvd                      
Zufu Properties Company, LTD                                         Right of Entry (Roe) @ 3450 Wilshire Blvd                      
Zufu Properties Company, LTD                                         Right of Entry (Roe) @ 3460 Wilshire Blvd                      
Zufu Properties Company, LTD                                         Right of Entry (Roe) @ 3470 Wilshire Blvd                      
Zufu Properties Company, LTD                                         Right of Entry (Roe) @ 3530 Wilshire Blvd                      

                                                      SCHEDULE 7.3

EXCLUSIVE SCHEDULE OF CONTRACTS     
TO BE REJECTED CONTRACTS    

EX-2
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ICG Communications, Inc.                                                                                                           
Listing of Executory Contracts and Unexpired Leases                                                                                
To be Rejected                                                                                                                     
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                      Non-Debtor Party to Lease/Contract                                                                           
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                                                                        Address                                                    
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Name                                                Street                                                                         
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                   
100 Park Center Plaza                                                                                                              
2100 West End Avenue                                                                                                               
3 HUTTON CENTRE, LP                                 3 HUTTON CENTRE DRIVE, SUITE 900                                               
3355 Richmond Rd, Bldg. B                                                                                                          
3550 Watt Avenue                                    Country Club Center 3550 Watt Ave. Suite 140                                   
3607 Broadway Realty Associates                     1009 E 14TH ST                                                                 
4311 Wilshire Building, Ltd.,                                                                                                      
 C/O Transwestern Property Company                  3660 WILSHIRE BLVD., SUITE 800                                                 
455 SHERMAN ASSOCIATES LLC                          455 Sherman Street                                                             
72 Jericho Associates                               72 Jericho Turnpike                                                            
789 Sherman Ltd. Liab. Co.                          2060 Broadway, Suite 250                                                       
789 SHERMAN LTD. LIAB. CO.                          789 SHERMAN                                                                    
88 Kearney Street                                                                                                                  
A&B UNDERGROUND LLC                                 4968 RICKMAN RD NE                                                             
A. M. ORTEGA                                        10125 CHANNEL RD.                                                              
A.M. ORTEGA                                         10125 CHANNEL RD.,                                                             
ABACON TELECOMMUNICATIONS                           PO BOX 35908                                                                   
ABACON TELECOMMUNICATIONS                           PO BOX 35908                                                                   
ABEL COMMUNICATIONS, INC.                           13400 N.E. 28TH STREET                                                         
ABTS NET                                            1555 FOURTH AVE., S.E.                                                         
ACCESS DATA                                         8101 E PRENTICE AVE., STE 810                                                  
ACCESS DATA CONSULTING CORP                         8101 E PRENTICE AVE                                                            
                                                    SUITE 810                                                                      
Access Transmission Services                        2270 LAKESIDE BOULEVARD 41103/882                                              
ACREE DAILY CORPORATION                             2128 CITYGATE DR                                                               
ACTION BUSINESS CLEANING SYSTEMS                    1926 HIGHWAY 31                                                                
                                                    SOUTH SUITE 132                                                                
ACTON CONTRACTORS INC                               P.O. BOX 43386                                                                 
ACTON CONTRACTORS INC                               P.O. BOX 43386                                                                 
ADC TELECOMMUNICATIONS                              2111 WOODHOLLOW LANE                                                           
                                                    PATTY ENGLISH                                                                  
ADDISON CIRCLE TWO LTD.                             N/A                                                                            
ADEX CORPORATION                                    3988 FLOWERS RD                                                                
                                                    SUITE 600                                                                      
ADVANCED COMMUNICATIONS, INC.                       8720 MIRAMAR ROAD                                                              
ADVANCED FIBER RESPONSE                             8505 WEST 64TH PLACE                                                           
ADVANCED FIBER RESPONSE, INC.                       8505 WEST 64TH PLACE                                                           
ADVANCED TECHNOLOGIES & SERVICES                    1501 HAMBURG TURNPIKE                                                          
                                                    STE 419                                                                        
AEROTECH MECHANICAL                                                                                                                
 CONTRACTORS INC                                    574 MCCLURG ROAD                                                               
AEROTEK INK /OPTOINS ONE INC                        6992 GATEWAY DR                                                                
AGUIRRE CORPORATION                                 12700 PARK CENTRAL DR                                                          
                                                    FLOOR 15                                                                       
AIR MASTERS/CSUSA FLORIDA                           14413 NORTH NEBRASKA AVENUE                                                    
Airport Business Parks                              File #30043                                                                    
                                                    P.O. Box 6000                                                                  
ALABAMA LINE LOCATION CENTER INC                    PO BOX 1476                                                                    
ALBAN ENGINE POWER SYSTEMS                          5455 WASHINGTON BLVD.                                                          
ALBERT PLUMBING HEATING & AIR                       820  W  LOS VALLECITOS BLVD                                                    
                                                    STE K                                                                          
ALEXANDER UTILITY ENGINEERING                       975 W BITTERS RD                                                               
ALL SEASONS CLEANERS INC                            5602 CARRY AVE                                                                 
ALL STAR TELECOM                                    5945 PALM DR                                                                   
ALL STAR TELECOM                                    5945 PALM DR                                                                   
ALL STAR TELECOM                                    5945 PALM DR                                                                   
ALL STAR TELECOM                                    5945 PALM DR                                                                   
ALLIED ELECTRIC INC                                 2503 WALDORF CT NW                                                             
ALLSTAR PERSONNEL (ALL STAR)                        1819 WESTINGHOUSE DRIVE                                                        
ALLTECH TECHNOLOGIES LLC                            PO BOX 2558                                                                    
                                                    1212 BATH AVE / PENTHOUSE                                                      
ALLTECH TECHNOLOGIES LLC                            PO BOX 2558                                                                    
                                                    1212 BATH AVE / PENTHOUSE                                                      
ALLTEL                                              PO BOX 81249                                                                   
ALLTEL CORP                                         10100 SARDIS CROSSING DR                                                       
ALLTEL INFORMATION SERVICES INC                     2000 HIGHLAND RD                                                               
ALLTEL INFORMATION SERVICES INC                     2000 HIGHLAND RD                                                               
ALLWEST SYSTEMS INC                                 ATTN: ROBIN GILBERT                                                            
                                                    5701 N LOGAN ST                                                                
ALLWEST SYSTEMS INC                                 ATTN: ROBIN GILBERT                                                            
                                                    5701 N LOGAN ST                                                                
ALPINE POWER SYSTEMS                                7200 E. BROAD ST.                                                              
ALTA TELECOM                                        4830 RIVER GREEN PKWY.                                                         
                                                    STE 100                                                                        
                                                    PO BOX 100042                                                                  
AMERICAN APPRAISAL ASSOCIATES                       236 ALBION STREET                                                              
AMERICAN BUSINESS PERSONNEL SVCS                    11499 CHESTER RD                                                               
                                                    STE 701                                                                        
AMERICAN EXPRESS                                    1900 Macarthur Blvd. #200                                                      
AMERICAN EXPRESS TAX & BUSINESS                     6320 CANAGA AVE                                                                
                                                    SUITE 600                                                                      
AMERICAN MANAGEMENT SYSTEMS                         WACHOVIA LOCK BOX                                                              
                                                    PO BOX 101043                                                                  
AMERICAN MANAGEMENT SYSTEMS                         WACHOVIA LOCK BOX                                                              
                                                    PO BOX 101043                                                                  
AMERICAN OFFICE PARK                                N/A                                                                            
AMERICAST INDUSTRIES, INC                           13170 Spring Street                                                            
AMERICOM                                            158 GENTRY ST                                                                  
AMERICOM ENTERPRISES, INC.                          2720 SAWBURY BLVD.                                                             
AMERITECH OHIO                                      C/O FERRIS & FERRIS                                                            
                                                    27533 W. DUBLIN-GRANVILLE ROAD                                                 
AMS                                                 WACHOVIA LOCK BOX                                                              
                                                    P.O. BOX 10143                                                                 
AMSHER COLLECTIONS                                  1816 N THIRD AVENUE                                                            
AMTEVA TECHNOLOGIES, INC.                           10900 NUCKOLS ROAD                                                             
                                                    4TH FLOOR                                                                      
ANSCO AND ASSOCIATES, INC.                          16-C OAK BRANCH DR.                                                            
ANSPACH, BARRY                                      6050 S FRANKLIN ST                                                             
APCON NETWORK SOLUTIONS, INC.                       TIM WOODS OPERATIONS MGR.                                                      
                                                    8670 WOLFF CT., SUITE 250                                                      
APEX ASSOCIATES                                     16662 E. ITHACA PL.                                                            
APPLIED INNOVATION                                  5800 INNOVATION DRIVE                                                          
APPLIED TELECOMMUNICATIONS                          P.O. BOX 3259                                                                  
ARC SERVICES                                        PO BOX 803                                                                     
ARCHITECTURE ONE                                    150 EAST 29TH STREET                                                           
                                                    SUITE #200                                                                     
ARCHITEL                                            190 ATTWELL DRIVE, SUITE 300                                                   
ARCUS DATA SECURITY                                 PO BOX 911862                                                                  
ARISS KAHAN DATABASE MARKETING GRP                  10020 E GIRARD AVE, STE 350                                                    
ARIZONA PIPELINE CO                                 DEPT 8714                                                                      
ARMSTRONG LAING INC                                 3340 PEACHTREE RD NE                                                           
                                                    STE 1100                                                                       
ARROW ELECTRIC CO, INC                              PO BOX 36215                                                                   
ARROW ELECTRIC COMPANY, INC.                        P.O. BOX 36215                                                                 
ARROW ELECTRIC CONTRACTORS INC                      PO BOX 36215                                                                   
ARROWHEAD CONSULTING COMPANY                        7936 E ARAPAHOE CT, STE 1000                                                   
ARTHUR ANDERSEN LLP                                 PO BOX 730743                                                                  
ARTHUR ANDERSEN LLP                                 PO BOX 730743                                                                  
ASCEND COMMUNICATIONS INC                           5 CARLISLE ROAD                                                                
ASIA INTERNATIONAL (AIC)                            4585 CANADA WAY, SUITE 206                                                     
ASPECT TELECOMMUNICATIONS CORP                      1730 FOX DRIVE                                                                 
ASPECT TELECOMMUNICATIONS CORP                      1730 FOX DRIVE                                                                 
ASTRAL COMMUNCIATIONS                               6600 NW 82 AVE                                                                 
AT&T                                                32 AVENUE OF THE AMERICAS                                                      
AT&T                                                32 AVENUE OF THE AMERICAS                                                      
AT&T                                                32 AVENUE OF THE AMERICAS                                                      
AT&T CAPITAL CORP                                   C/O AT&T CREDIT CORPORATION                                                    
                                                    CAPITAL MARKETS DIVISION                                                       
                                                    44 WHIPPANY ROAD                                                               
AT&T GLOBAL NETWORK SERVICES                        231 NORTH MARTINGALE                                                           
ATLANTIC AND PACIFIC TELECOM, INC                   PO BOX 1729                                                                    
ATLANTIC AND PACIFIC TELECOM, INC.                  ATTN:  GENE LATHEY                                                             
                                                    PO BOX 877                                                                     
ATLANTIC CONNECTIONS                                44 FRONT STREET, SUITE 500                                                     
AUSTIN DATA SYSTEMS                                 4926 SPICEWOOD SPRINGS RD                                                      
AUTOMOTIVE RENTALS, INC.                            9000 MIDLANTIC                                                                 
AUTOMOTIVE RENTALS, INC.                            9000 MIDLANTIC                                                                 
AUTOMOTIVE RESOURCES INTERNATIONAL                                                                                                 
 /AUTOMOTIVE RENTALS INC.                           9000 MIDATLANTIC DRIVE                                                         
                                                    PO BOX 5039                                                                    
AVESTA TECHNOLOGIES INC                             2 RECTOR ST, 15TH FLOOR                                                        
AVIS RENT A CAR INC                                 PO BOX 355                                                                     
AXIOM TECHNOLOGY, INC.                              16801 E. GALE AVENUE, UNIT D                                                   
AXIOM TECHNOLOGY, INC.                              16801 E. GALE AVENUE, UNIT D                                                   
AZTEC CABLE AND                                                                                                                    
 COMMUNICATIONS CONTRACTORS                         307 WELCH AVENUE, SUITE C                                                      
                                                    PO BOX 452                                                                     
AZTEC NETWORK COMMUNICATIONS                        6600 SANDS POINT DR., STE. 250                                                 
BACKWEB TECHNOLOGIES                                2077 GATEWAY PLACE, SUITE 500                                                  
BANK ONE ARIZONA,                                                                                                                  
 NA/ARIZONA STATE RETIREMENT                        11211 KATY FREEWAY                                                             
                                                    SUITE 390                                                                      
BBN CORP. - DBA:                                                                                                                   
 GTE INTERNETWORKING, INC.                          3 VAN DE GRAAF DRIVE                                                           
BDSI INC D/B/A BEECHWOOD                            100 WALNUT AVE , SUITE 103                                                     
BEACON CENTER PARTNERS                              300 21ST AVENUE NORTH                                                          
BEACON CENTER PARTNERS, LTD.                        651 BEACON PKWY. WEST                                                          
BEACON CENTER PARTNERS, LTD.                        601BEACON PARKWAY WEST                                                         
BEACON INVESTMENT CORPORATION                       1900 REXFORD ROAD                                                              
BEACON MANAGEMENT COMPANY                           10960 Wilshire Blvd. Suite 940                                                 
BEANS, WILLIAM S. JR                                161 INVERNESS DR W                                                             
BECKETT BROWN INTERNATIONAL INC                     1600 S ALBION ST., SUITE 309                                                   
BEERMAN REALTY CO.                                                                                                                 
 (B-W LIMITED PARTNERSHIP)                          2015 2ND AVENUE NORTH                                                          
BELL COMMUNICATIONS                                                                                                                
 RESEARCH INC (BELLCORE)                            331 NEWMAN SPRINGS ROAD 2X281                                                  
BELLCORE                                            P.O. BOX 18192                                                                 
BELLCORE                                            P.O. BOX 18192                                                                 
BELLSOUTH LONG DISTANCE INC                         32 PERIMETER CENTER E                                                          

BELLSOUTH TELECOMMUNICATIONS INC                    600 N 19TH STREET, 9TH FLOOR                                                   

BERGER & COMPANY                                    AKA MODIS SOLUTIONS                                                            
                                                    1350 17TH ST., SUITE 300                                                       
Berry Building Partners, LLC                        300 21st Ave. North                                                            
BERTHEL LEWIS ELECTRIC INC                          9030 SHERIDAN AVE                                                              
BERTHEL LEWIS ELECTRIC, INC.                        9030 SHERIDAN AVENUE                                                           
BERWICK ELECTRIC                                    129 WEST COSTILLA STREET                                                       
BERWICK ELECTRIC CO.                                P O BOX 2306                                                                   
BETSCHART ELECTRIC COMPANY, INC.                    500 CHERRY SE                                                                  
                                                    P.O. BOX 88                                                                    
BETSHART ELECTRIC COMPANY, INC.                     500 CHERRY SE                                                                  
BETTER COMFORT SYSTEMS INC                          1310 EASTERN AVE                                                               
BILBREY CONSTRUCTION INC                            PO BOX 822                                                                     
BILBREY CONSTRUCTION, INC.                          832 S. LUDLOW STREET                                                           
BIZILLIONS TELECOM                                  910 1ST STREET DENVER                                                          
                                                    SUITE 1060                                                                     
BLACK BOX CORPORATION                               PO BOX 371671                                                                  
BLACK BOX NETWORK SERVICES OF CHICAGO               1919 SOUTH MICHIGAN AVENUE                                                     
BLACK TIE ENTERPRISES                               128 MAGNOLIA DRIVE                                                             
BLOOMBERG LP                                        499 PARK AVE                                                                   
BLUE ADVANTAGE                                      700 BROADWAY                                                                   
BOARD OF REGENTS OF THE                                                                                                            
 UNIVERSITY OF TEXAS SYSTEM                         201 WEST SEVENTH, ASH 4TH FLOOR                                                
Bob, L.C.                                           P.O. Box 257                                                                   
BOLDTECH SYSTEMS, INC.                              1675 LARIMER STREET                                                            
                                                    SUITE 460                                                                      
BORN INFORMATION SERVICES                           8101 E. PRENTICE AVENUE                                                        
                                                    SUITE 310                                                                      
BOVIS LEND LEASE INC                                1300 MT. KEMBLE AVE.                                                           
BOWER AND ASSOCIATES                                610 BRIDGEPORT LANE                                                            
BRADLEY-MORRIS, INC.                                1825 BARRETT LAKES BLVD                                                        
                                                    SUITE 300                                                                      
Brazie Family Properties                                                                                                           
(Westminster Financial Corporation)                 865 South Dixie Drive                                                          
BRD CONSULTING                                      2111 CASTLE VIEW DR.                                                           
BRECK LARSON I                                      5683 EAST SOUTHMOOR CIRCLE                                                     
BRIO TECHNOLOGY INC                                                                                                                
BRISTOL SQUARE, INC                                 185 West F Street., suite 100                                                  
BROADWING COMMUNICATIONS SVCS                       PO BOX 79159                                                                   
BROOKS INTERNATIONAL                                763 SANTA FE DRIVE                                                             
BRYAN J. SHELBY PC                                  2203 TIMBERLOCH, #213                                                          
BTECH SYSTEMS INTEGRATORS                           20545 CENTER RIDGE RD                                                          
                                                    SUITE 200                                                                      
B-TECH WIRE & CABLE, INC.                           20545 CENTER RIDGE ROAD                                                        
                                                    SUITE 200                                                                      
BUCKEYE POWER                                       P.O. BOX 265                                                                   
BUCKEYE POWER SALES CO. INC.                        7782 SERVICE CENTER DRIVE                                                      
BUILDER'S ELECTRICAL                                195 MADISON ST                                                                 
BUILDER'S ELECTRICAL, INC.                          195 MADISON STREET                                                             
BURKE INCORPORATED                                  805 CENTRAL AENUE                                                              
BURKEEN CONSTRUCTION                                ATTN RICK JOHNSON VP                                                           
                                                    11200 HIGH POINT COVE                                                          
BURNIP & SIMMS OF TEXAS                             PO BOX 340                                                                     
BURNIP & SIMMS OF TEXAS                             PO BOX 340                                                                     
BUSINESS SOLUTIONS INC                              234 COLUMBINE ST., STE 203                                                     
BW ELECTRIC INC                                     22 SOUTH CHESTNUT STREET                                                       
C - SYSTEMS                                         610 W. HUBBARD, SUITE 125                                                      
C AND Y ASSOCIATES                                                                                                                 
C.R. CARNEY ARCHITECTS, INC                         130 S. PROSPECT AVENUE                                                         
CABLCON                                             359 ROBBINS DR.                                                                
CABLE & WIRELESS COMMUNICATIONS                     1919 GALLOWS ROAD                                                              
Cable & Wireless Inc                                P.O. Box  371689                                                               
CABLE TV SERVICE INC.                                                                                                              
 & SOUTH SHORE CABLE                                & SOUTH SHORE CABLE CONSTRUCTION IN                                            
                                                    6400 KOLTHOFF DRIVE                                                            
CABLE TV SERVICES                                   6400 KOLTHOFF DRIVE                                                            
CABLE TV SERVICES                                   6400 KOLTHOFF DRIVE                                                            
CACTUS INTEGRATION GROUP                            PO BOX 270                                                                     
CACTUS INTEGRATION GROUP                            3751 REVERE STREET                                                             
CAE & ASSOCIATES INC                                7627 196TH ST. SW                                                              
CAE & ASSOCIATES, INC.                              7627 196TH STREET SW                                                           
CALL SCIENCES                                       379 THORNALL STREET                                                            
                                                    STE 1100, WEST TOWER                                                           
CALLIDUS SOFTWARE INC                               160 W SANTA CLARA ST                                                           
                                                    SUITE 1400                                                                     
CAL-TECH INTERNATIONAL TELECOM CORP                 2121 N CALIFORNIA BLVD                                                         
                                                    SUITE 290                                                                      
CAMBRIDGE TECHNOLOGY PARTNERS                       304 VASSAR STREET                                                              
CAP GEMINI AMERICA INC                              PO BOX 7777-W9065                                                              

CAP GEMINI AMERICA INC                              PO BOX 7777-W9065                                                              

CAP GEMINI AMERICA LLC                              PO BOX 7777-W9065                                                              

CAPROCK COMMUNICATIONS/MCCLOUD                      13455 NOEL RD, SUITE 1925                                                      
CARAT USA INC                                       2450 COLORADO AVE                                                              
CAREER CONSULTANTS                                  7320 N. MOPAC, SUITE 400                                                       
CAREER FORUM INC                                    350 INDIANA ST, STE 500                                                        
CAREERS LTD                                         PO BOX 842214                                                                  
CARLSON DESIGN CONSTRUCT CORPORATION                                                                                               
CAROL ELECTRIC CO INC                               3822 CERRITOS AVE                                                              
CARRIER 1, INC.                                     777 PASSAIC AVENUE                                                             
CARTER & BURGESS                                    PO BOX 985006                                                                  
CASCADE COMMUNICATIONS CORP                         5 CARLISLE ROAD                                                                
CASTLE & COOKE CARRIER HOTELS, LLC                  210 OAK AVENUE                                                                 
CASTLE PINES                                        8480 E. ORCHARD RD, # 6000                                                     
CBT SYSTEMS, USA LIMITED                            900 CHESAPEAKE DRIVE                                                           
CENTRAL HEATING & PLUMBING INC                      925 MORAVIA ST                                                                 
CENTRAL HEATING AND PLUMBING, INC.                  925 MORAVIA STREET                                                             
Centrum-Belleview LLC                               2060 Broadway, Suite 250                                                       
CERTIFIED ASSOCIATES, INC.                          3700 BUFFALO SPEEDWAY                                                          
                                                    SUITE 1100                                                                     
CH2M HILL, INC.                                     116 INVERNESS DR. EAST                                                         
                                                    SUITE 105                                                                      
CHA SYSTEMS INC                                     2711 LBJ FREEWAY, SUITE 560                                                    
CHARLES SCHWAB AND COMPANY, INC.                    4500 CHERRY CREEK DR SO STE 700                                                
CHARLES TAYLOR COMMUNICATIONS                       5931 SEA LION PLACE, SUITE 104                                                 
CHARLES TAYLOR COMMUNICATIONS, INC.                 2005 RAYMER AVENUE, SUITE J                                                    
CHAT COMMUNICATION SERVICES                         2505 KERNER BLVD                                                               
CHAT COMMUNICATIONS                                 2505 KERNER BLVD.                                                              
CHOICE OPTIC COMMUNICATIONS, INC.                   820 SHELBY LANE #102                                                           
CHOICE OPTICS COMMUNICATIONS INC                    PO BOX 19573                                                                   
Chrone Real Estate Corporation                      P.O. Box 2822                                                                  
                                                    102 Quimby Street                                                              
CIBER INC                                           5990 GREENWOOD PLAZA BLVD                                                      
                                                    STE 270                                                                        
CIBER INC                                           5990 GREENWOOD PLAZA BLVD                                                      
                                                    STE 270                                                                        
CIRCUIT-TRAN CORPORATION                                                                                                           
 AKA PRE-VENTRONICS                                 1635 S. ALVERNON WAY                                                           
CISCO SYSTEMS                                       9155 EAST NICHOLS AVENUE                                                       
                                                    SUITE 400                                                                      
CISCO SYSTEMS                                       170 W TASMAN DRIVE                                                             

CISCO SYSTEMS CAPITAL CORP.                         170 WEST TASMAN DRIVE                                                          
                                                    MAIL STOP SJ C2, 3RD FLOOR                                                     
CISCO SYSTEMS CAPITAL CORP.                         170 WEST TASMAN DRIVE                                                          

                                                    MAIL STOP SJ C2, 3RD FLOOR                                                     
CISCO SYSTEMS CAPITAL CORP.                         170 WEST TASMAN DRIVE                                                          

CISCO SYSTEMS INC                                   170 W.  TASMAN DRIVE                                                           

                                                    MAILSTOP SJC2 3RD FL                                                           
CISCO SYSTEMS, INC.                                 170 WEST TASMAN DRIVE                                                          

CISCO SYSTEMS, INC.                                 170 W. TASMAN DRIVE                                                            

CISCO SYSTEMS, INC.                                 170 W. TASMAN DRIVE                                                            

CITRIX                                              PO BOX 931686                                                                  
CITY OF BOULDER                                     DEPARTMENT OF FINANCE                                                          

                                                    PO BOX 1316                                                                    
CITY OF BOULDER                                     SALES/USE TAX DIVISION                                                         

                                                    PO BOX 791                                                                     
CITY OF BOULDER                                     DEPARTMENT OF FINANCE                                                          
                                                    PO BOX 1316                                                                    
CITY OF CHARLESTON                                  CLAWSON & STAUBES, LLC                                                         

                                                    PO BOX 652                                                                     
CITY OF CLEVELAND                                   1201 LAKESIDE AVENUE                                                           

CITY OF DENVER/MILE HI CABLE                        333 WEST COLFAX AVENUE                                                         

CITY OF GREENVILLE,SC                                                                                                              
CITY OF LONGMONT                                    POWER & COMMUNICATIONS DEPT                                                    
                                                    1100 SOUTH SHERMAN STREET                                                      
CITY SIGNAL FIBER SERVICES INC.                     19668 PROGRESS DRIVE                                                           
CITY SIGNAL FIBER SERVICES, INC                     575 56TH STREET, SW                                                            
CLASS ACT TRAINING & CONSULTING                     9269 W 100TH CIRCLE                                                            
CLASS ACT TRAINING & CONSULTING                     9269 W 100TH CIRCLE                                                            
CLEVELAND REAL ESTATE PARTNERS                      1801 East Ninth Street Suite 1700                                              
CLEVELAND REAL ESTATE PARTNERS                      1965 E. 6TH ST.                                                                
Cliff Preston                                       c/o Chuck Lodge                                                                
                                                    1723 Orchard Way                                                               
CMACAO                                              700 BRYDEN ROAD                                                                
CMS ELECTRICAL SERVICE CO                           135 WEST 50TH STREET                                                           
CMS ELECTRICAL SERVICES INC                         135 W 50TH ST., 17TH FLOOR                                                     
COLONIAL AIR CONDITIONING COMPANY                   4 NORTHWOOD DRIVE                                                              
COLORADO SEMINARY, UNIVERSITY OF DENVER             2020 S. RACE STREET, BA 126                                                    
COLORADO TELE-EQUIPMENT COMPANY (CTEC)              5756 SOUTH KITTREDGE COURT                                                     
COMDISCO INC                                        6111 N. RIVER ROAD                                                             
COMDISCO INC                                        6111 N. RIVER ROAD                                                             
COMDISCO INC                                        6111 N. RIVER ROAD                                                             
COMDISCO INC                                        6111 N. RIVER ROAD                                                             
COMFORT SYSTEMS USA, FLORIDA                        14413 NORTH NEBRASKA AVENUE                                                    
COMMERCIAL REALTY GROUP, INC                        1919 LYNNFIELD RD., SUITE C                                                    
COMMS PEOPLE INC                                    401 EDGE WATER PL., STE 600                                                    
COMMUNICATION LINK, INC.                            9571 ALDEN                                                                     
COMMUNICATION TECHNICAL SYSTEMS INC                 11660 ALPHARETTA HWY                                                           
                                                    SUITE 490                                                                      
COMMUNICATIONS RESOURCES                                                                                                           
 INTERNATIONAL, INC.                                8547 E. ARAPAHOE, STE. J-290                                                   
COMMUNICATIONS SUPPLY CORP                          DEPT 3050                                                                      
                                                    135 S LASALLE ST                                                               
COMMUNICATIONS TEST DESIGN, INC.                    1334 ENTERPRISE DRIVE                                                          
COMNEX INTERNATIONAL                                3333 S. CONGRESS AVENUE                                                        
                                                    SUITE 302                                                                      
COMPATIBLE COMMUNICATION SYSTEMS                    4802 SHERBURN LN                                                               
COMPLETE COMMUNICATIONS SYSTEMS                     3253 CAHABA HEIGHTS RD                                                         
COMPLUS                                             P.O. BOX 844480                                                                
COMPUTER HORIZONS CORPORATION                       49 OLD BLOOMFIELD AVENUE                                                       
COMPUTER ROOM DESIGN CORPORATION                    14021 MADISON AVE                                                              
COMPUWARE CORPORATION                               31440 NORTHWESTERN HWY                                                         
COMTEL SYSTEMS TECHNOLOGY INC                       2433 DE LA CRUZ BLVD                                                           
CONCORD ATLANTIC ENGINEERS                          8025 BLACK HORSE PIKE                                                          
                                                    SUITE 501                                                                      
CONLEY EQUIPMENT COMPANY                            P. O. BOX 481950                                                               
Consolidated Assets Company                         P.O.Box 1814                                                                   
CONSOLIDATED COMMUNICATIONS                         C/O MCLEOD USA TELECOM SRVS INC SUCESSORS & INTEREST                           

                                                    121 SOUTH 17TH STREET                                                          
CONSOLIDATED CRANE & RIGGING, LTD                   6370 LONG DRIVE                                                                
CONVERGENT COMMUNICATIONS INC                       402 E WILSON BRIDGE RD., STE A                                                 
CONVERGENT COMMUNICATIONS INC                       402 E WILSON BRIDGE RD., STE A                                                 
CONVERGENT COMMUNICATIONS INC                       402 E WILSON BRIDGE RD., STE A                                                 
COOK PAVING & CONSTRUCTION                          11360 BROOKPARK RD.                                                            
                                                    SUITE 212                                                                      
COOPER RIBNER CORPORATION, THE                      3005 PARFET DRIVE                                                              
COPPER MOUNTAIN NETWORKS INC                        10145 PACIFIC HEIGHTS BLVD                                                     
                                                    STE 100                                                                        
COPPER MOUNTAIN NETWORKS INC                        10145 PACIFIC HEIGHTS BLVD                                                     
                                                    STE 100                                                                        
COPPERCOM                                           3255 SCOTT BLVD., SUITE 102                                                    
CORENET SERVICES, INC.                              3500 PARKWAY LN. STE. 290                                                      
CORETECH CONSULTING GROUP, INC.                     6312 S FIDDLERS GREEN CIR                                                      
                                                    SUITE 510N                                                                     
CORPORATE REAL ESTATE SERVICES, INC                 60 MONMOUTH PARK HIGHWAY                                                       
COSTA SOUTHWEST                                     7039 CLIFFBROOK DR                                                             
COVAD COMMUNICATIONS CO.                            2330 CENTRAL EXPRESS WAY                                                       
COVAD COMMUNICATIONS GROUP                          2330 CENTRAL EXPRESSWAY                                                        
COVAD NATIONAL                                      30 PERIMETER PARK                                                              
COVERALL CLEANING CONCEPTS                          555 METRO PLACE NORTH, SUITE 450                                               
COWIN FIBER OPTIC SERVICES, INC.                    13794 STAINFORD DRIVE                                                          
CPUI CORPORATION                                    707 17TH STREET, SUITE 2900                                                    
CRANSTON, TIMOTHY M                                 2252 CASTLEGATE DRIVE NORTH                                                    
CROCE ELECTRIC CO INC                               2 BETTY ST                                                                     
CROCE ELECTRIC COMPANY INC.                         2 BETTY STREET                                                                 
CROWN FIBER COMMUNICATIONS                          6001 LIVE OAK PARKWAY                                                          
CROWN FIBER COMMUNICATIONS, INC.                    6001 LIVE OAK PARKWAY                                                          
CROY M ETLING-SOFTWARE ARCHITECTS, INC              122 W CARPENTER FREEWAY                                                        
                                                    SUITE 300                                                                      
CSG SYSTEMS, INC.                                   7887 E BELLEVIEW STREET                                                        
                                                    SUITE 1000                                                                     
CSI COMMUNICATION SERVICES, INC.                    6220 GILBOA ROAD                                                               
CSI CORPORATION                                     12835 E ARAPAHOE ROAD                                                          
                                                    TOWER 1, SUITE 500                                                             
CTC Illinois Trust Company as                                                                                                      
 Trustee for Agents Pension Plan                    3075 Sanders Road, G%B                                                         
CTC ILLINOIS TRUST COMPANY AS                                                                                                      
 TRUSTEE FOR AGENTS PENSION PLAN                    6600 BUSCH BLVD                                                                
CULVER PERSONNEL SERVICES                           6610 FLANDERS DRIVE                                                            
CURRENT ANALYSIS                                    C/O FAGELSON, SCHONBERGER ETAL                                                 
                                                    11320 RANDOM HILLS RD, #690                                                    
CUSTOM POWER SERVICES, INC.                         PO BOX 180                                                                     
CUSTOMER COMM                                       1066 BLINDBROOK DR                                                             
CUYAHOGA FALLS PUBLIC SCHOOLS                       431 STOW AVENUE                                                                
CW FENTRESS JH BRADBURN                                                                                                            
 AND ASSOCIATES, PC                                 421 BROADWAY                                                                   
CYGENT INC                                          201 3RD ST., 2ND FLOOR                                                         
CYRAS SYSTEMS, INC.                                 47100 BAYSIDE PARKWAY                                                          
D.E.A. CONSTRUCTION COMPANY                         6201 EAST 49TH AVE.                                                            
DANA COMMERCIAL CREDIT CORP                         1801 RICHARDS RD                                                               
DANA COMMERCIAL CREDIT CORP                         1801 RICHARDS RD                                                               
DANELLA CONSTRUCTION CORP OF COLO                   14101 E MONCRIEFF PLACE                                                        
DANELLA CONSTRUCTION CORP. OF COLORADO              14101 EAST MONCRIEFF PLACE                                                     
DANIEL J. EDELMAN, INC.                             200 E. RUDOLPH DRIVE                                                           
                                                    63RD FLOOR                                                                     
DANIELS AND PATTERSON                                                                                                              
 CORPORATE SEARCH, INC.                             1732 MARION STREET                                                             
DANIS BUILDING CONSTRUCTION COMPANY                 2 RIVER PLACE                                                                  
DASIA.NET                                           118 MATTHEWS - INDIAN TRAIL RD                                                 
DATA PROCESSING RESOURCES CORP.                     4400 MACARTHUR BLVD                                                            
                                                    SUITE 600                                                                      
DAVID GINN DBA CONTROLLED                                                                                                          
 MAINTENANCE SYSTEMS                                P.O. BOX 380064                                                                
DAWN TECHNOLOGIES INC                               7012 SOUTH ASH CIRCLE                                                          
DAWSON PERSONNEL SYSTEMS                            59 GENDER RD                                                                   
DAYTON NETWORK ACCESS COMPANY, THE                  130 W 2ND STREET, SUITE 1111                                                   
DEA CONSTRUCTION COMPANY                            6201 EAST 49TH AVENUE                                                          
DEBUSK ELECTRIC INC.                                4125 C. TODD LANE                                                              
DEBUSK ELECTRIC, INC                                PO BOX 19371                                                                   
DELOITTE & TOUCHE TAX TECH LLC                      PO BOX 95546                                                                   
DELTA AIR LINES                                     1030 DELTA BOULEVARD                                                           
                                                    HARTSFIELD INTERNATIONAL AIRPORT                                               
DENNIS K BURKE                                      PO BOX 6069                                                                    
                                                    284 EASTERN AVENUE                                                             
DEPLOY COMMUNICATIONS, INC                          210 NORTH MAIN STREET                                                          
DIAL TONE SERVICES                                  56707 DESERT GOLD DR                                                           
DIAMONDBACK INTERNATIONAL INC                       2301 N GREENVILLE AVE                                                          
                                                    STE 200                                                                        
DIAMONDBACK INTERNATIONAL INC                       2301 N GREENVILLE AVE #200                                                     
DISCOUNT AIR COND. & HEATING, INC.                  3230 E. CHARLESTON, # 107                                                      
DISCOUNT AIR CONDITIONING                                                                                                          
 AND HEATING, INC.                                  3230 E. CHARLESTON, STE. 107                                                   
DIVCO, INC.                                         715 NORTH MADELIA                                                              
                                                    PO BOX 3245                                                                    
DIVCO, INC.                                         715 N. MADELIA                                                                 
DMR CONSULTING                                      333 THORNHALL STREET                                                           
DOMINO PARTNERS                                     427 E MARKET STR                                                               
DOMINO PARTNERS                                     427 E MARKET STR                                                               
DOMINO PARTNERS                                     427 EAST MARKET STREET                                                         
DOUBRAVA MAINTENANCE, INC.                          726 WILDWOOD DR.                                                               
Doug Faulk                                          310 The Village # 312                                                          
DPI USER GROUP                                      PO BOX 611                                                                     
DPRC                                                6530 S. Yosemite Suite 204                                                     
Dragon Building, LLC                                Attention: Carol Moore                                                         
                                                    3888 E. Mexico Avenue                                                          
DRAKE CONTRACTORS, INC.                             5190 PARFET STREET                                                             
DRAKE CONTRACTORS, INC.                             5190 PARFET ST.                                                                
DSI TECHNOLOGY ESCROW SVCS                          9555 CHESAPEAKE DRIVE                                                          
                                                    SUITE 200                                                                      
DUANE EVANS-PARKER -                                                                                                               
 BORN INFORMATION SERVICE                                                                                                          
East County Internet Services                       1612 A Street                                                                  
EASTERN REASEARCH, INC.                             225 EXECUTIVE DRIVE                                                            
EDP RECRUITING SERVICES INC                         7340 E CALEY AVE., STE 230                                                     
EF&I SERVICES COMPANY                               3350 SCOTT BLVD., BLDG. 53                                                     
EGLOBE, INC.                                        4260 E. EVANS AVE.                                                             
EINHEIT ELECTRIC CONSTRUCTION CO                    12905-F YORK DELTA DR                                                          
EIR ELECTRIC                                        PO BOX 2408                                                                    
ELECTRIC LIGHTWAVE                                  PO BOX 5037, UNIT #207                                                         
ELECTRIC LIGHTWAVE                                  PO BOX 5037, UNIT #207                                                         
ELECTRONIC SEARCH INC. (ESI)                        3601 ALOGONQUIN ROAD                                                           
                                                    SUITE 820                                                                      
ELITE PERSONNEL                                     940 THE TERMINAL TOWER                                                         
ELKA MANAGEMENT                                     2702 CLAYTON RD                                                                
Ely Park Investors                                  507 Broad Street                                                               
EMC CORPORATION                                     171 SOUTH STREET                                                               
EMPLOYEE ASSISTANCE                                 410 17TH STREET, SUITE 2000                                                    
EMPLOYEE INFORMATION SERVICES                       12600 WEST COLFAX                                                              
                                                    SUITE A501                                                                     
ENCOMPASS NATIONAL ACCOUNTS GROUP, INC.             2452 S. TRENTON WAY                                                            
ENERGY PRODUCTS & SERVICES                          315 NORTH INDUSCO COURT                                                        
ENERGY PRODUCTS & SERVICES, INC                     315 NORTH INDUSCO COURT                                                        
ENTERPRISE STORAGE COMPANY                          171 SOUTH STREET                                                               
ENVIRONMENTAL MITIGATION GROUP (EMG)                450 GRANT STREET                                                               
ENVIROSAFE SERVICES OF OHIO, INC                    1155 BUSINESS CENTER DRIVE                                                     
EOT                                                 c/o Goodwin Management, Inc.                                                   
                                                    11149 Research Blvd., Suite 100                                                
EQUAL NET CORP (EQUALNET)                           1250 WOOD BRANCH PARK DRIVE                                                    
EQUINIX                                             901 MARSHALL STREET                                                            

ERICSSON ENTERPRISES                                7001 DEVELOPMENT DRIVE                                                         
ERVIN CABLE CONSTRUCTION                            2007 OLD MONTGOMERY HWY                                                        
ERVIN CABLE CONSTRUCTION INC.                       450 PRYOR BLVD                                                                 

ERVIN CABLE CONSTRUCTION, INC.                      450 PRYOR BLVD.                                                                
                                                    PO BOX 10                                                                      
ESI INTERNATIONAL                                   4301 FAIRFAX DR., STE 800                                                      
EUROSOFT INC.                                       1705 CAPITAL OF TX H'WAY                                                       
                                                    SUITE 202                                                                      
EVERETT & O'BRIEN                                   2042 BRENTWOOD DR                                                              
EVERGREEN SPECIALTY COMPANY                         3353 LARIMER ST                                                                
EVERGREEN STATE SHEET METAL                         1611 EAST MARINE VIEW DRIVE                                                    
EVERGREEN STATE SHEET METAL INC                     1611 E MARINE VIEW DRIVE                                                       
EXCESS, INC./P.C.S.E.                               9401 JAMES AVE., STE 132                                                       
EXCHANGE APPLICATIONS INC                           LINCOLN PLAZA                                                                  
                                                    89 SOUTH ST                                                                    
EXECUTIVE SOLUTIONS/MUTUAL BENEFIT                  PO BOX 461205                                                                  
FASTECH, INC. (CUSTOM POWER SERVICES)               P.O. BOX 180                                                                   
FBS COMMUNICATIONS, L.P.                            1550 N. E. LOOP 410                                                            
FIBER PROTECTION SYSTEMS                            50 S. HAVANA ST                                                                
FIBERLINK TELECOM GROUP                             11255 MAGNOLIA BLVD                                                            
FIBERNET TELECOM GROUP, INC.                        570 LEXINGTON AVENUE                                                           
FIBERSPAN COMMUNICATIONS CORP.                      424 VIOLET STREET                                                              
FIBERSPAN COMMUNICATIONS CORP.                      424 VIOLET STREET                                                              
FIBEX SYSTEMS                                       5350 OLD REDWOOD HWY                                                           
Fifth Ave Professional Center                       c/o Total Office                                                               
                                                    5060 Shoreham Place, Suite 200                                                 
FINZER IMAGING SYSTEMS                              11001 EAST 51 AVENUE                                                           
First Carroll Partners, LP                          c/o Insignia Commercial Group, 7720 Belleview Ave., Suite BG4                  
First Carroll Partners, LP                          7720 Belleview Ave., Suite BG4                                                 
First Interstate Tower, CA Joint Venture            707 Wilshire Blvd., Suite 4840                                                 
FIRST LAYER COMMUNICATIONS, INC                     14906 BENSON STREET                                                            
FIRST NATIONAL BANK                                 16924 ST CLAIR., PO Box 796                                                    
FIRST RESOURCE                                      561 W CALEY AVENUE                                                             
FIRST RESOURCES INC                                 561 W CALEY AVE                                                                
FIRST SOUTH UTILITY CONSTRUCTION, INC.              1892 TROX STREET                                                               
Fisbo of New Jersey, LLC                            c/o Karim Arzadi                                                               
                                                    163 Market Street                                                              
FISHEL COMPANY                                      1810 ARLINGATE LANE                                                            
FISHEL COMPANY, THE                                 3333 HYDES FERRY RD.                                                           
FIVE STAR ELECTRIC CORP                             101-32 101 STREET                                                              
FIVE STAR TELECOM/A&N (A AND N)                     650 SOUTH GRAND AVENUE                                                         
FIVE-O ELECTRIC                                     2324 CAMELBACK DRIVE                                                           
FLIGHT LINE SERVICE AND SUPPORT GROUP               6305 SOUTH MADELIA                                                             
FLIGHTLINE SERVICE & SUPPORT GROUP                  6305 S. MADELIA                                                                
FLYNT AND KALLENBERGER                              8147 EAST 63RD PLACE                                                           
FOCAL COMMUNICATIONS CORP OF IL                     135 S LASALLE ST., Lockbox 3546                                                
FORSYTHE MCAUTHUR                                   7500 FRONTAGE ROAD                                                             
FOX COMMUNICATIONS                                  13400 NE 20TH., Suite 28                                                       
FRANKLIN COVEY CLIENT SALES                         2200 WEST PARKWAY BLVD                                                         
FRONTIER COMMUNICATIONS                             PO BOX 23239                                                                   
FULCRUM TECHNOLOGIES                                712 AURORA AVE N                                                               
FULCRUM TECHNOLOGIES                                712 AURORA AVE N                                                               
FUTURE COMMUNICATIONS                               6471 FACTORY SHOALS ROAD INC.                                                  
FUTURE COMMUNICATIONS INC                           6471 FACTORY SHOALS RD                                                         
GAMMA TELECOM INTERNATIONAL                         60  HUDSON STREET                                                              
GAPWARE SOLUTIONS                                   7710 T CHERRY PARK DRIVE, SUITE 170                                            
GCI GAILCOMM, INC.                                  PO BOX 1746                                                                    
GCI TELECOM SERVICES                                PO BOX 1746                                                                    
GE CAPITAL                                          PO BOX 31001 0271                                                              
GERARD ELECTRIC, INC                                PO DRAWER 39                                                                   
GIBSON ELECTRIC CO. INC.                            2100 SOUTH YORK ROAD, STE 200                                                  
GIBSON ELECTRIC COMPANY                             2100 SOUTH YORK RD., STE. 200                                                  
GIC INC.                                            2100 ROSWELL RD., SUITE 200C-723                                               
GLA INTERNATIONAL                                   PO BOX 60467                                                                   
GLA NETWORK TECHNOLOGIES INC                        5555 WINGHAVEN ROAD                                                            
GLENAYRE ELECTRONICS INC                            4201 CONGRESS STREET STE 455                                                   
GLENAYRE ELECTRONICS INC                            4201 CONGRESS STREET STE 455                                                   
GLENAYRE ELECTRONICS INC                            4201 CONGRESS STREET STE 455                                                   
GLENAYRE ELECTRONICS INC                            4201 CONGRESS STREET STE 455                                                   
GLOBAL EXCHANGE                                     7740 DONEGAN DR.                                                               
GLOBAL NAPS INC                                     89 ACCESS RD                                                                   
GLT, INC                                            3341 SUCCESSFUL WAY                                                            
GM CONSTRUCTION                                     6208 VALROY DRIVE                                                              
GM CONSTRUCTION                                     6208 VALROY DRIVE                                                              
GO CONCEPTS, INC.                                   777 COLUMBUS AVE.                                                              
GO TELECOM, INC.                                    P.O. BOX 547., 100 HIGHLAND COURT                                              
GOLDEN GAMING CARD CORPORATION, THE                 1905 ARAFICOST AVE.                                                            
GOTELCOM, INC                                       100 HIGHLAND COURT, #13A                                                       
GPD ASSOCIATES                                      520 SOUTH MAIN STREET, STE 2531                                                
GREENS AT INVERNESS PARTNERS LP,                                                                                                   
 THE/ DIA Plaza Partners,LLC                        12075 East 45th Avenue., suite 200                                             
GROPP ELECTRIC INC                                  N 809 HELENA STREET                                                            
GROPP ELECTRIC, INC.                                N 809 HELENA STREET                                                            
GROUND ENGINEERING CONSULTANTS                      7393 DAHILIA STREET                                                            
GROUP V                                             460 W CAPITAL., STE 1333                                                       
GTE INTERNETWORKING                                 TELCO INVOICING., 10 MOULTON ST                                                
H&F CONSULTING LLC                                  PO BOX 1668                                                                    
HACKNEY ELECTRIC INC                                9272 JERONIMO., STE 116                                                        
HADJI & ASSOCIATES INC                              1825 LAWRENCE ST                                                               
HALL KINION & ASSOCIATES                            PO BOX 49078                                                                   
HALL KINION & ASSOCIATES                            PO BOX 49078                                                                   
HAMRICK AIR CONDITIONING AND HEATING, INC.          2400 NORTH PACE BLVD.                                                          
HATTON INDUSTRIES INC                               1603 9TH ST                                                                    
HATTON INDUSTRIES, INC.                             1603 - 9TH STREET                                                              
HCB CONTRACTORS                                     P.O. BOX 29450                                                                 

HCI, INC.                                           11201 HARREL ST.                                                               
HEALTHBREAK, INC                                    6552 E FREEPORT DRIVE                                                          
HEKIMIAN LABORATORIES LTD                           PO BOX 8500-5295                                                               
HEKIMIAN LABORATORIES, INC.                         9200 EAST MINERAL AVENUE, SUITE 320                                            

HELI FLITE, INC                                     1969 AVIATION DRIVE, #C                                                        
HELI-FLITE, INC.                                    1969 AVIATION DRIVE, #C                                                        
HEMMER & ASSOCIATES, INC.                           512 CASTLE PINES DRIVE S                                                       
HENKELS & MCCOY & DAYTON                            13338 EAST BROAD STREET                                                        
HENKELS & MCCOY INC                                 13338 EAST BROAD ST                                                            
HERBST, HARRY                                       4450 E PRENTICE PL                                                             
HERMAN WEISSKER                                     2631 S RIVERSIDE AVE                                                           
HERMAN WEISSKER INC.                                2361 SOUTH RIVERSIDE AVENUE                                                    
HEWLETT PACKARD CO                                  8000 FOOTHILLS BLVD MAIL STOP 5516                                             
HEWLETT PACKARD CO                                  8000 FOOTHILLS BLVD MAIL STOP 5516                                             
HEWLETT PACKARD COMPANY                             3400 E HARMONY ROAD                                                            
HIGH BANDWIDTH, INC.                                309 WEST GREGORY ST.                                                           
HIGHPOINT TELECOMMUNICATIONS INC.                   1890 NORTHSHORELINE BLVD                                                       
Highwoods Forsyth, LP                               4944 Parkway Place, Suite 250                                                  
Highwoods Forsyth, LP                               4944 Parkway Place, Suite 250                                                  
Highwoods Forsyth, LP                               4944 Parkway Place, Suite 250                                                  
Highwoods Forsyth, LP                               4944 Parkway Place, Suite 250                                                  
Highwoods Forsyth, LP                               4944 Parkway Place, Suite 250                                                  
Highwoods Forsyth, LP                               4944 Parkway Place, Suite 250                                                  
Highwoods Forsyth, LP                               4944 Parkway Place, Suite 250                                                  
HILLCOM & ELECTRIC                                  3445 VICTOR STREET SUITE 5                                                     
HIRE.COM                                            200 ACADEMY DRIVE                                                              
HOLBROOK SERVICE, INC.                              4740 FORGE ROAD SUITE 110                                                      
HOLBROOK SERVICES                                   2050 N REDWOOD RD, #10 P.O. BOX 16567                                          
HOLT COMPANY OF OHIO                                5282 WALNUT COURT, P.O. BOX 28525                                              
HORACE WARD                                         11200 EAST DARTMOUTH AVENUE  #317                                              
HOTJOBS.COM, LTD.                                   406 W 31ST STREET 9TH FLOOR                                                    
HOWARD GROUP, THE                                   7600 W. 110TH ST SUITE 204                                                     
HR OPTIONS                                          1357 WEST LANE AVENUE, Suite 207                                               
HR PLUS                                             2902 EVERGREEN PARKWAY, SUITE 1000                                             
HREASY, INC                                         6407 IDLEWILD ROAD, SUITE 100                                                  
HUGH O'KANE DATACOM, INC.                           88 WHITE STREET                                                                
HUGH O'KANE ELECTRIC CO., LLC                       88 WHITE STREET                                                                
HUNT BUILDERS CORPORATION                           221 E. 4TH STREET, SUITE 2310                                                  
HUNT BUILDERS CORPORATION                           221 E. 4TH STREET, SUITE 2310                                                  
HURTADO, DAVID                                      161 INVERNESS DRIVE WEST                                                       
HUTTON COMPANY INC, THE                             562 WILLOWBROOK OFFICE PARK                                                    
Hyperion                                            900 LONG RIDGE ROAD                                                            
HYPERION SOFTWARE CORP                              PO BOX 19254A                                                                  
IBM CORPORATION                                     15450 SW KOLL PARKWAY                                                          
IBM CORPORATION                                     15450 SW KOLL PARKWAY                                                          
IBM CORPORATION                                     15450 SW KOLL PARKWAY                                                          
IBM CORPORATION                                     15450 SW KOLL PARKWAY                                                          
IBS CONVERSIONS, INC.                               2625 BUTTERFLY ROAD                                                            
ICG TELECOM GROUP INC                               161 INVERNESS DRIVE WEST                                                       
ICWU BUILDING CORPORATION                           1655 West Market Street                                                        
IDEAL ENGINEERING                                   11902 BURNETT RD #100                                                          
IDEAL SERVICE CO, THE                               DBA IDEAL ENGINEERING INC., 8005 DUNLAP                                        
IDEAL SERVICES, INC.                                (DBA IDEAL ENGINEERING, INC.), 8005 DUNLAP                                     
I-LINE                                              ONE METROPOLITAN SQ, STE 3000                                                  
IN BUILDING SYSTEMS CORPORATION                     5580 LA JOLLA BLVD.                                                            
Inco Company                                        1962 Freeman Avenue                                                            
INDUSTRIAL POWER SYSTEMS                            3233 OAKLAND STREET                                                            
INDUSTRIAL POWER SYSTEMS                            3233 OAKLAND STREET                                                            
INFORMATION PARTNERS, INC.                          10730 E. BETHANY DRIVE #100                                                    
INGALLS POWER                                       2240 ENCINITAS BLVD, D-364                                                     
INGALLS POWER PRODUCTS                              2240 ENCINITAS BLVD., D-364                                                    
INGLETT & STUBBS INC                                845 MARIETTA ST NW., PO BOX 93007                                              
INGLETT AND STUBBS, INC.                            PO BOX 93007                                                                   
INGRAM MICRO INC                                    PO BOX 60000                                                                   
INKTOMI CORP.                                       1900 S. NORFOLK ST STE 310                                                     
INNOVATIVE ECONOMIC SOLUTIONS                       8767 E DRY CREEK RD STE 1314                                                   
INNOVATIVE ECONOMIC SOLUTIONS                       8767 E DRY CREEK RD STE 1314                                                   
INTEGRATED CLEANING SOLUTIONS                       771 CAPP ST                                                                    
INTEGRATION SERVICES INTERNATIONAL (ISI)            5100 NW 33RD AVE                                                               
INTELITECH EMPLOYMENT SERVICES                      1611 S PACIFIC COAST HWY., STE 305                                             
INTELLIGENCE DATA INC                               7172 COLLECTION CENTER DR                                                      
INTELLIQUEST INFORMATION GROUP INC                  1250 CAPITAL OF TEXAS HWY SOUTH., BLDG 1., SUITE 600                           
INTERACT COMMERCE CORP (ENACT)                      8800 N GAINEY CENTER DR , STE 200                                              
INTERACTIVE BUSINESS SYSTEMS INC                    300 UNION BLVD., STE 102                                                       
INTERACTIVE BUSINESS SYSTEMS INC                    300 UNION BLVD., STE 102                                                       
INTERFACE SECURITY SYSTEMS, L.L.C.                  6625 NORTH WEST CENTRAL DRIVE                                                  
INTERMEDIA COMMUNICATIONS                           3625 QUEEN PALM DR                                                             
INTERNATIONAL BUSINESS MACHINES                     15450 SW KOLL PARKWAY                                                          
INTERNATIONAL CRUISE & FERRY ADVERTISING            CCL MARINE NESTOR HOUSE PLAYHOUSE YARD                                         
International Properties                            22700 Shore Center Drive                                                       
INTERNET COMMUNICATIONS CORP                        DEPT 710                                                                       
INTERNETSTREET SERVICES, INC.                       13200 CENTRAL AVE., SUITE A                                                    
INVERNESS PROPERTIES INC                            2 INVERNESS DRIVE EAST                                                         
                                                    SUITE 200                                                                      
IPVERSE                                             11840 NORTH 103RD PLACE                                                        
IQUEST SOLUTIONS                                    6621 BAY CIRCLE, SUITE 210                                                     
IRISH COMMUNICATION CO                              8457 SPECIALTY CIRCLE                                                          
IRISH COMMUNICATION COMPANY                         2649 STINGLE AVE.                                                              
IRISH CONSTRUCTION                                  2641 RIVER AVE.,                                                               
                                                    PO BOX 579                                                                     
IRISH CONSTRUCTION                                  2641 RIVER AVE.                                                                
IRISH CONSTRUCTION                                  2641 RIVER AVENUE                                                              
ISEC INC                                            33 INVERNESS DRIVE                                                             
ISEC, INC.                                          33 INVERNESS DRIVE EAST                                                        
ITXC CORPORATION                                    600 COLLEGE ROAD EAST                                                          
IXC CARRIER GROUP INC A/K/A BROADWING               1122 CAPITAL OF TEXAS HIGHWAY SOUTH                                            
J Russell Price Lane P Smith                        241 John Knox Road, Suite 200                                                  
J.E. RICHARDS, INC.                                 10401 TUCKER ST.                                                               
J.SHELBY BRYAN                                      721 5TH AVE SUITE 38 G                                                         
J.SHELBY BRYAN                                      721 5TH AVE SUITE 38 G                                                         
J.SHELBY BRYAN                                      721 5TH AVE SUITE 38 G                                                         
J.SHELBY BRYAN                                      721 5TH AVE SUITE 38 G                                                         
J.SHELBY BRYAN                                      721 5TH AVE SUITE 38 G                                                         
J.SHELBY BRYAN                                      721 5TH AVE SUITE 38 G                                                         

J.SHELBY BRYAN                                      721 5TH AVE SUITE 38 G                                                         
J.SHELBY BRYAN                                      721 5TH AVE SUITE 38 G                                                         

J.SHELBY BRYAN                                      721 5TH AVE SUITE 38 G                                                         
J.SHELBY BRYAN                                      721 5TH AVE SUITE 38 G                                                         
JAD PROPERTIES, LLC                                 400 South Colorado Blvd                                                        
JAPAN TELECOM AMERICA, INC                                                                                                         
 DBA ITJ AMERICA INC                                150 ALMADEN BOULEVARD                                                          
                                                    SUITE 1300                                                                     
JAYTEL INC.                                         2770 LEXINGTON AVENUE                                                          
                                                    P.O. BOX 3168                                                                  
JAYTEL, INC.                                        2770 LEXINGTON AVENUE                                                          
JB BROWN & ASSOCIATES                               820 TERMINAL TOWER                                                             
JE RICHARDS, INC.                                   10401 TUCKER STREET                                                            
JENSEN ASSOCIATES                                   220 MONTGOMERY STREET                                                          
                                                    SUITE 968                                                                      
JH SNYDER COMPANY                                   5670 Wilshire Boulevard                                                        
JLW & ASSOC CAREER PLACEMENT LLC                    7777 GREENBACK LANE, STE 107                                                   
JM CABLE CORPORATION                                130 CESSNA DR                                                                  
JM CABLE CORPORATION                                130 CESSNA DRIVE                                                               
JM CONSULTING GROUP, INC.                           6755 HOLLISTER AVE., SUITE 200                                                 
JM CONSULTING GROUP, INC.                           6755 HOLLISTER AVE STE 200                                                     
JNB TELECOM, INC.                                   5674 EL CAMINO REAL, STE K                                                     
JO FERGUSON (CALGARY GROUP)                         11200 EAST DARTMOUTH AVENUE, #317                                              
JOHN J KIRLIN INC                                   515 DOVER RD, STE. 2700                                                        
JOHN J. KIRLIN, INC, MECHANICAL SVCS DIV.           515 DOVER ROAD, SUITE 2700                                                     
JOHNSTONWELLS                                       1512 LARIMER STREET                                                            
                                                    SUITE 700                                                                      
JONES LANG LASALLE MGT SERVICES                     8055 TUFTS AVE, SUITE 101                                                      
JOSEPH PROPERTIES LP                                1860, 1866, 1868 Campus Place                                                  
JUMP POINT COMMUNICATIONS, INC                      7218 MCNEIL DRIVE, 301                                                         
K&M BACKHOE SERVICES, INC.                          P.O. BOX 481                                                                   
K-1 FIBER OPTIC CONSTRUCTION                        1535 JOHN GLENN HWY                                                            
KASTLE ELECTRIC                                     809 XENIA AVENUE                                                               
KASTLE ELECTRIC COMPANY                             809 XENIA AVENUE                                                               
KATHMAN ELECTRIC                                    8969 HARRISON AVE.                                                             
KATHMAN ELECTRIC CO INC                             8969 HARRISON AVENUE                                                           
KELLY LOCATE SERVICES                                                                                                              
KELLY SERVICES INC                                  PO BOX 820405                                                                  
KENTRON CORP                                        3801 E FLORIDA AVE., #208                                                      
K-I FIBER OPTIC CONSTRUCTION                        P.O. BOX 187                                                                   
King Management Company                             23625 Commerce Park Rd.                                                        

KNIPPLE, WENDY                                      6188 WEST GRAND AVE                                                            
                                                    SUITE 101                                                                      
KNOX LARUE SEPARATE PROPERTY TRUST                  2171 RALPH AVENUE                                                              
KOSSEN EQUIPMENT                                    6005 NORTH MCRAVEN ROAD                                                        
L.K. JORDAN AND ASSOCIATES                          321 TEXAN TRAIL, SUITE 100                                                     
LADD ENGINEERING ASSOCIATES, INC.                   3007 PARK CENTRAL AVENUE, #A5                                                  
LAEK & ASSOCIATES INC                               PO BOX 245                                                                     
LAEK & ASSOCIATES, INC.                             1376 STREET, ROUTE 598                                                         
LAIBE ELECTRIC CO. ELECTRICAL CONTRACTORS           404 NORTH BYRNE ROAD                                                           
LAMBCO ENGINEERING INC                              1170 E FRUST ST                                                                
LAMBERT CONSULTING GROUP INC                        8699 CRAIGSTON CT                                                              
LAMCO ENGINEERING, INC.                             1170 EAST FRUIT STREET                                                         
LAMCO ENGINEERING, INC.                             1170 EAST FRUIT STREET                                                         
LANSET AMERICA CORPORATION                          5011 AUBURN BLVD.                                                              
LANSET COMMUNICATIONS                               5011 AUBURN BLVD                                                               
LARRY CADY - SOURCE SERVICES                        7730 E BELLVIEW AVENUE                                                         
                                                    SUITE 302                                                                      
LASER DATA SERVICES INC                             5300 DTC PARKWAY, SUITE 430                                                    
LASER DATA SERVICES INC                             5300 DTC PARKWAY, SUITE 430                                                    
LATITUDE COMMUNICATIONS                             2121 TASMAN DR                                                                 
LAUGHLIN & ASSOCIATES                               110 BOGGSLANE, STE 151                                                         
LAVINE AND ASSOCIATES                               23151 MOULTON PARKWAY                                                          
LAZER ENERGY CO INC                                 PO BOX 75044                                                                   
LDI SOLUTIONS, INC                                  224 FREMONT STREET                                                             
LDI SOLUTIONS, INC                                  224 FREMONT STREET                                                             
Leader Mortgage Company                             28790 Chagrin Blvd.                                                            
LEE COMPANY                                         PO BOX 30405                                                                   
Lend Lease AAF                                      Denver 1351 Washington LLC                                                     
                                                    Lockbox 35416                                                                  
LEVEL 3 COMMUNICATIONS                              300 BLVD. EAST                                                                 
LEVEL 3 COMMUNICATIONS                              300 BLVD. EAST                                                                 
LEVEL 3 COMMUNICATIONS                              300 BLVD. EAST                                                                 

LEVEL 3 COMMUNICATIONS LLC                          7577 WEST 103RD AVENUE                                                         
LEWAN AND ASSOCIATES                                P. O. BOX 22855                                                                
LEXENT SERVICES, INC.                               3 NEW YORK PLAZA, 12TH FLOOR                                                   
LG&E HOME SERVICES INC                              C/O LG&E ENERGY CORP                                                           
                                                    220 WEST MAIN STREET                                                           
LIFE MASTERY INSTITUTE                              123 COOK ST., STE 102B                                                         
LIFE MASTERY INSTITUTE                              123 COOK ST., STE 102B                                                         
LIGHTHOUSE TECHNOLOGIES INC                         1295 LOST ROCK LANE                                                            
LIGHTHOUSE TECHNOLOGIES INC                         1295 LOST ROCK LANE                                                            
Lincoln Property Company                            400 South Zang, Suite C-105                                                    
LINKATEL/COPLEY                                     2330 FARADAY AVE.                                                              
LION'S TIME                                         P.O. BOX 33406                                                                 
Lipkin Enterprises, Ltd.                            c/o Millenium Commercial Real Estate                                           
                                                    631 N. Stepanie St., #415                                                      
Live Oaks Island Properties, LLC                    c/o Workman & Co.                                                              
                                                    18 Perimeter Park Drive, Suite 101                                             
LOCKHEED MARTIN                                     777 OLD SAW MILL RIVER ROAD                                                    
LOUIS KALISKI, INC.                                 101 CALIFORNIA STREET, #1075                                                   
LUCENT TECHNOLOGIES                                 5555 OAKBROOK PKWY                                                             
                                                    STE 500                                                                        
LUCENT TECHNOLOGIES                                 5555 OAKBROOK PKWY                                                             
                                                    STE 500                                                                        
LUCENT TECHNOLOGIES                                 5555 OAKBROOK PKWY                                                             
                                                    STE 500                                                                        
LUCENT TECHNOLOGIES                                 8400 EAST PRENTICE AVENUE                                                      
                                                    9TH FLOOR                                                                      
LUCENT TECHNOLOGIES                                 5555 OAKBROOK PKWY                                                             
                                                    STE 500                                                                        
LUCENT TECHNOLOGIES INC                             111 MADISON AVENUE                                                             
LUCENT TECHNOLOGIES INC                             GLOBAL COMMERCIAL MARKETS                                                      
                                                    5440 MILLSTREAM RD, E2N32                                                      
                                                    I-85 & MOUNT HOPE CHURCH ROAD                                                  
LUCENT TECHNOLOGIES INC                             600 MOUNTAIN AVENUE                                                            
LUCENT TECHNOLOGIES INC.                            600 MOUNTAIN AVENUE                                                            
LUCENT TECHNOLOGIES SERVICES COMPANY INC            4020 STIRRUP CREEK DRIVE                                                       
                                                    SUITE 103                                                                      
LUCENT TECHNOLOGIES, INC                            600 MOUNTAIN AVENUE                                                            
LUCENT TECHNOLOGIES, INC                            600 MOUNTAIN AVENUE                                                            
LUCENT TECHNOLOGIES, INC                            600 MOUNTAIN AVENUE                                                            
LUCENT TECHNOLOGIES, INC                            600 MOUNTAIN AVENUE                                                            
LUCENT TECHNOLOGIES, INC.                           600 MOUNTAIN AVENUE                                                            

LUCENT TECHNOLOGIES, INC.                           8400 EAST PRENTICE AVENUE                                                      

                                                    9TH FLOOR                                                                      
                                                    DAVID GARCIA                                                                   
LUCENT TECHNOLOGIES, INC.                           200 LUCENT LN                                                                  
LYNCH COMMUNICATIONS, INC.                          570 EAST LA-CADENA                                                             
                                                    SUITE 2-E                                                                      
LYNCH COMMUNICATIONS, INC.                          570 E. LA CADENA DR., STE. 2E                                                  
LYNCOLE INDUSTRIES, INC.                            3547 VOYAGER ST. # 104                                                         
LYNCOLE XIT GROUNDING                               3547 VOYAGER STREET, SUITE 104                                                 
LYNNE DREW/DREW COMMUNICATIONS                      P.O. BOX 370923                                                                
M&I DATA SERVICES                                   4900 W BROWN DEER RD                                                           
M. A. MORTENSON                                     1112 OAKRIDGE DRIVE, SUITE 104-227                                             
MA MORTENSON COMPANY                                700 MEADOW LANE NORTH                                                          
MACDONALD MILLER CO INC                             7707 DETROIT AVE SW                                                            
MACDONALD-MILLER OF OREGON                          5711 SW HOOD                                                                   
MACMUNNIS INC                                       1920 WAUKEGAN RD, SUITE 202                                                    
MACQUARIUM INTELLIGENT COMMUNICATIONS               1800 PEACHTREE STREET SUITE 250                                                
MACQUARIUM INTELLIGENT COMMUNICATIONS               1800 PEACHTREE STREET                                                          
                                                    SUITE 250                                                                      
MACROLOGIC INC                                      6334 S RACINE CIRCLE                                                           
MANAGEMENT RECRUITERS (MRI)                         157 W. 3RD STREET, SUITE 100                                                   
MANUFACTURER'S LIFE INSURANCE                       7510 CLAIRMONT MESA BLVD., SUITE 211                                           
MARCONI COMMUNICATIONS                              5875 LANDERBROOK DRIVE, STE 250                                                
MARCONI COMMUNICATIONS, INC.                        5900 LANDERBROOK DRIVE                                                         
                                                    SUITE 300                                                                      
MARINA MECHANICAL                                   799 THORNTON  ST                                                               
MARINA MECHANICAL                                   799 THORNTON STREET                                                            
MARINA MECHANICAL, INC.                             799 THORTON                                                                    
MARRIOTT MANAGEMENT                                 MARRIOTT MANAGEMENT SERVICES CORP                                              
                                                    DEPT. NO. 43283                                                                
MARRIOTT MANAGEMENT                                 MARRIOTT MANAGEMENT SERVICES CORP                                              
                                                    DEPT. NO. 43283                                                                
MARTIN, ROBERTS AND STEVENS                         3419 VIA LIDO DRIVE, SUITE 336                                                 
Mason Management                                    2534 Santa Clara                                                               
MASSEY BUILDING PARTNERS                            300 21ST AVENUE NORTH                                                          
MASTEC NORTH AMERICA                                PO BOX 340                                                                     
MASTEC NORTH AMERICA INC                            15519 ARROW HIGHWAY                                                            
MASTEC NORTH AMERICA INC                            15519 ARROW HIGHWAY                                                            
MASTEC NORTH AMERICA, INC                           15519 ARROW HIGHWAY                                                            
MASTER CONSULTANTS AGENCY                           851 BURLWAY RD., STE 618                                                       
MATRIX RESOURCES, INC.                              115 PERIMETER CENTER PLACE, NE                                                 
                                                    SUITE 250                                                                      
MCB ARCHITECTS                                      1780 SOUTH BELLAIRE STREET                                                     
                                                    SUITE 800                                                                      
MCBRIDE ELECTRIC                                    6480 WEATHERS PLACE                                                            
                                                    SUITE 340                                                                      
MCGEOUGH - NOREEN MCGOUGH                           1720 BELLAIRE STREET                                                           
                                                    SUITE 106                                                                      
MCGEOUGH/INFINITY BENEFITS, INC.                    1720 Bellaire St. Suite 106                                                    
MCI                                                 7900 WESTPARK DRIVE                                                            

MCI DIRECTORY ASSISTANCE DATA                       7900 WESTPARK DRIVE                                                            
MCI METRO                                           PO BOX 840032                                                                  
MCI TELECOMMUNICATIONS                              601 S. 12TH STREET                                                             

MCI TELECOMMUNICATIONS CORPORATION                  205 NORTH MICHIGAN AVE STE 3000                                                

MCI TELECOMMUNICATIONS CORPORATION                  2270 LAKESIDE BOULEVARD                                                        

MCI WORLDCOM                                        2270 LAKESIDE BOULEVARD                                                        

MCI WORLDCOM NETWORK SERVICES, INC.                 601 SOUTH 12TH ST.                                                             

MCI WORLDCOM NETWORK SERVICES, INC.                 601 SOUTH 12TH ST.                                                             

MCI WORLDCOM NETWORK SERVICES, INC.                 601 SOUTH 12TH ST.                                                             
MCI WORLDCOM NETWORK SERVICES, INC.                 601 SOUTH 12TH ST.                                                             
MCI WORLDCOM WHOLESALE SERVICES                     601 SOUTH 12TH ST.                                                             

MCLEOD USA                                          PO BOX 3243                                                                    
MCLEOD USA                                          PO BOX 3243                                                                    
MCMILLAN DATA COMMUNICATIONS                        1515 SOUTH VAN NESS AVE                                                        
MCMILLAN DATA COMMUNICATIONS                        1515 SOUTH VAN NESS AVENUE                                                     
MCPHEE ELECTRIC LTD                                 505 MAIN STREET                                                                
MCPHEE ELECTRIC LTD., LLC                           505 MAIN STREET                                                                
MERRILL LYNCH                                       PO BOX 9013                                                                    
METRO CONTRACTING SERVICES                          500 THERESA DRIVE                                                              
METROPOLITAN ELECTRIC                               2400 THIRD STREET                                                              
MICROSOFT CORP                                      PO BOX 5540                                                                    
MICROSOFT CORPORATION                               One  MICROSOFT WAY                                                             
MICROSOFT CORPORATION                               One  MICROSOFT WAY                                                             

MICROSOFT CORPORATION                               One  MICROSOFT WAY                                                             
MICROSOFT CORPORATION                               One  MICROSOFT WAY                                                             
MICROSOFT CORPORATION                               1 MICROSOFT WAY                                                                
MICROSOFT CORPORATION                               3214 W MCCRAW STREET                                                           
                                                    SUITE 300                                                                      
MICROSOFT CORPORATION                               3214 W MCCRAW STREET                                                           
                                                    SUITE 300                                                                      
MICROSOFT NETWORK                                   ONE MICROSOFT WAY                                                              
MICROSOFT PREMIER                                   ONE MICROSOFT WAY                                                              
MID-AMERICAN RESTORATION SERVICES                   13938A CEDAR ROAD, SUITE 135                                                   
MID-AMERICAN RESTORATION SERVICES                   13938A CEDAR ROAD, SUITE 135                                                   
MID-AMERICAN SERVICE                                13938A CEDAR ROAD, #135                                                        
MID-CITY ELECTRIC COMPANY                           PO BOX 23075                                                                   
MID-CITY ELECTRICAL CONSTRUCTION                    1099 SULLIVANT AVENUE                                                          
                                                    PO BOX 23075                                                                   
MIDPARK ELECTRIC CONSTRUCTION CO                    16809 ALBERS AVE                                                               
MIDPARK ELECTRIC CONSTRUCTION COMPANY, INC.         16809 ALBERF AVE.                                                              
MILLENNIUM TECHNICAL SERVICES, INC.                 7112 WESTLAND DRIVE                                                            
MILLER TECHNICAL SERVICES                           PO BOX 1083                                                                    
MITCHELL TECHNICAL SALES INC                        PO BOX 29661                                                                   
MITCHELL TECHNICAL SALES, INC.                      2356 GLENDA LANE                                                               
MODIS (BERGER) (IDEA INTEGRATION)                   4582 SOUTH ULSTER STREET                                                       
                                                    SUITE 410                                                                      
Mohawk Group, Inc                                   210 Ellicott Square                                                            
MONITORING MANAGEMENT                               5921 BLUEBIRD HILL LN                                                          
MOORE NORTH AMERICA/                                7720 E BELLVIEW AVE                                                            
                                                    STE 300B                                                                       
Mortgage Resource Group                             812 E. National Rd                                                             
Mt. Allison                                         Communication & Control, Inc                                                   

                                                    2633 S. Bascom Ave                                                             
MULTIMEDIA SYSTEMS INC                              707 17TH, SUITE 2900                                                           
MUTUAL OF OMAHA                                     GROUP PREMIUM & ENROLLMENT SERVICES                                            
                                                    720 MAIN, 6TH FLOOR                                                            
MUTUAL SPRINKLERS INC                               PO BOX 711510                                                                  
NASHVILLE MACHINE CO INC                            PO BOX 101603                                                                  
NASHVILLE MACHINE CO INC                            PO BOX 101603                                                                  
NASHVILLE MACHINE CO, INC.                          530 WOODYCREST AVENUE                                                          
NATIONAL CAR RENTAL SYSTEM, INC.                    9419 AIRPORT BLVD., SUITE 200                                                  
NATIONAL ELECTRIC COMPANY, INC                      514 NORTH 17TH STREET                                                          
NATIONAL ELECTRIC COMPANY, INC.                     514 NORTH 17TH STREET                                                          
NATIONAL EMPLOYMENT                                 3100 FITE CIRCLE, SUITE 202                                                    
NATIONAL NETWORK SERVICES                           ENCOMPASS NATIONAL ACCO                                                        
                                                    2452 S TRENTON WAY                                                             
NATIONWIDE EMPLOYMENT SERVICES, INC.                3500 VIRGINIA BEACH BLVD., SUITE 206                                           
NET HERE                                            4993 NIAGARA AVE., SUITE 206                                                   
NETCO TEL CORPORATION                               791 - B NULTMAN STREET                                                         
NETCOM INTERNET LIMITED                             ST. JAMES HOUSE OLDBURY, BRACKNELL                                             
NETEFFECT                                           4600 S ULSTER STREET., SUITE 700                                               
NETEFFECT                                           4600 SOUTH ULSTER, SUITE 700                                                   
NETWORK ASSOCIATES INC                              3965 FREEDOM CIRCLE                                                            
NETWORK AUDIT CONTROL INC                           115 W PEARCE                                                                   
NETWORK CONSTRUCTION SERVICES,                                                                                                     
 INC., SUBSIDIARY OF                                2606-700 PHOENIX DRIVE                                                         
NETWORK CONSTRUCTION SVCS., INC                     2606-700 PHOENIX DRIVE                                                         
NETWORK DYNAMICS                                    1760 DIVIDEND DRIVE                                                            
NETWORK DYNAMICS CABLING                            1760 DIVIDEND DRIVE                                                            
NETWORK TWO COMMUNICATIONS                          8665 NEW TRAILS DR                                                             
NEW ENGLAND FINISH SYSTEMS INC                      11A INDUSTRIAL WAY                                                             
NEW ENGLAND FINISH SYSTEMS, INC.                    11A INDUSTRIAL WAY                                                             
NEW MILLENNIUM SYSTEMS, INC.                        2555 S. ZANG ST.                                                               
Newport Beach Property Management, Inc.             18516 Beach Blvd                                                               
NEXTEL COMMUNICATIONS                                                                                                              
NEXTLINK INC                                        8871 S SANDY PARKWAY., SUITE 200                                               
NGH BATTERY SERVICE CO.                             3818 EAST LASALLE, SUITE 4                                                     
NGH BATTERY SERVICE CO/C&D TECH.                    3818 EAST LASALLE, STE. 4                                                      
NIXON POWER SERVICES CO                             PO BOX 30007                                                                   
NOCAR CONSTRUCTION CO INC                           969 CLAYCRAFT ROAD                                                             
NOREEN P MCGEOUGH                                                                                                                  
 (INFINITY BENEFITS, INC)                           1720 BELLAIRE STREET                                                           
                                                    SUITE 106                                                                      
NORTEL NETWORKS                                     5979 SOUTH QUEBEC STREET., SUITE 300                                           
NORTH AMERICAN DIGICOM                              11059 EAST BETHANY DRIVE., SUITE 230                                           
NORTH EAST INDEPENDENT SCHOOL                                                                                                      
 DISTRICT/KUNZ CONSTR                                                                                                              
NORTH SUPPLY COMPANY DBA                            SPRINT NORTH SUPPLY                                                            
                                                    600 NEW CENTURY PARKWAY                                                        
NORTHCENTRAL TELCOM INCO                            PO BOX 291                                                                     
NORTHEAST OPTIC NETWORK, INC.                       2200 WEST PARK DR.                                                             
NORTHERN TELECOM                                    (NORTEL NETWORKS, INC.)                                                        
                                                    2221 LAKESIDE BLVD                                                             
                                                    12TH FLOOR                                                                     
NORTHERN TELECOM INC                                5555 WINDWARD PKWY, SUITE B                                                    
NORTHERN TELECOM INC                                5555 WINDWARD PKWY, SUITE B                                                    
NORTHERN TELECOM INC                                5555 WINDWARD PKWY, SUITE B                                                    
NORTHERN TELECOM INC                                5555 WINDWARD PKWY, SUITE B                                                    
NORTHPOINT COMMUNICATIONS                           303 SECOND STREET                                                              
                                                    7TH FLOOR SOUTH TOWER                                                          
NORTHPOINT COMMUNICATIONS INC                       222 SUTTER STREET, 7TH FLOOR                                                   
NORTHPOINT COMMUNICATIONS INC                       222 SUTTER STREET, 7TH FLOOR                                                   
NTS COMMUNICATIONS                                  1220 BROADWAY, STE. 400                                                        
O.P.E. SERVICES, LLC                                1192 COUNTY ROAD, STE. 230                                                     
OAO CORPORATION                                     2020 N. ACADEMY BLVD., SUITE 300                                               
OBJECTIVE SYSTEM INTEGRATORS                        101 PARK WAY                                                                   
OBJECTIVE SYSTEM INTEGRATORS                        101 PARK WAY                                                                   
OC REAL ESTATE MANAGEMENT                           550 SOUTH HOPE STREET, SUITE 2665                                              
OCI CONSTRUCTION                                    8560 PEKIN ROAD                                                                

OCI CONSTRUCTION, INC.                              8560 PEKIN ROAD                                                                
                                                    P.O. BOX 15                                                                    
OCI CONSTRUCTION, INC.                              8560 PEKIN ROAD                                                                
Olen Commercial Realty Corp.                        7 Corporate Plaza                                                              

OMEGA ELECTRIC CO                                   23980 WCR 38                                                                   
ONE CLEAR TELECOM                                   650 S GRAND AVE., #1000                                                        
ONE.TEL (ONE TEL, ONE-TEL))                         111 WEST OCEAN BLVD, SUITE 1717                                                
ORACLE CORPORATION                                  500 ORACLE PARKWAY                                                             
ORACLE CORPORATION                                  500 ORACLE PARKWAY                                                             
ORANGE COUNTY TRANSIT AUTHORITY (OTCA)              P.O. BOX 14184                                                                 
                                                    550 SOUTH MAIN STREET                                                          
ORION DEVELOPMENT GROUP                             117 BEACH 116TH STREET                                                         
ORIUS CORPORATION                                   1240 PARK AVENUE                                                               
ORIUS CORPORATION                                   1240 PARK AVE.                                                                 
ORLANDO DIEFENDERFER                                                                                                               
 ELECTRICAL CONTRACTOR, INC.                        P.O. BOX 88                                                                    
                                                    116 SOUTH SECOND STREET                                                        
ORLANDO DIEFENDERFER                                                                                                               
 ELECTRICAL CONTRACTORS, INC                        575C VIRGINIA DRIVE                                                            
OSP CONSULTANTS, INC.                               21400 RIDGETOP CIRCLE, SUITE 101                                               
OSP CONSULTANTS, INC.                               21400 RIDGETOP CIRCLE, SUITE 101                                               
OXFORD LOWELL HOLDINGS,                                                                                                            
 INC. DBA TELECON PROSEARCH                         2701 ALCOTT STREET, SUITE 384                                                  
PAGE MILL PARK COMPANY                              29 Lowery Drive                                                                
PAIX.NET                                            285 HAMILTON AVENUE., SUITE 440                                                
PARADIGM COMMUNICATIONS GROUP                       250 PRODUCTION PLAZA                                                           
PARK PLACE                                          10118 Fair Oaks Blvd.                                                          
PARK-SALINAS, INC.                                  800 AIRPORT BLVD., SUITE 530                                                   
PATTI FERRELL & ASSOCIATES                          3018 CHARLES ST                                                                
PATTON AIR CONDITIONING                             272 NORTH PALM AVENUE                                                          
PATTON AIR CONDITIONING                             272 NORTH PALM AVENUE                                                          
PAYTON CONSTRUCTION CORP.                           273 SUMMER STREET                                                              
                                                    2ND FLOOR                                                                      
PAYTON CONSTRUCTION CORPORATION                     273 SUMMER STREET                                                              
                                                    2ND FLOOR                                                                      
PBAY TO EMC DISK MIGRATION                          4100 E. MISSISSIPPI AVE.                                                       
PEA OF OHIO                                         5980-I WILCOX PLACE                                                            
PEA OF OHIO, INC.                                   5980-I WILCOX PLACE                                                            
PEACHTREE BUSINESS PRODUCTS                         PO BOX 13290                                                                   
PECO II                                             DEPT. L - 786                                                                  
PECO II, INC.                                       1376 STATE ROUTE 598                                                           
                                                    P.O. BOX 910                                                                   
PEPPERS & ROGERS GROUP                              MARKETING 1 TO 1                                                               
                                                    470 WEST AVE                                                                   
PEREGRINE SYSTEMS INC                               126 HIGH BLUFF DRIVE                                                           
PERIGEE CONSULTING INC                              2174 FOOTHILLS DR S                                                            
PHASE 3 COMMUNICATIONS INC                          763 AMES AVE                                                                   
PHASE 3 COMMUNICATIONS, INC.                        753 ARNES AVE                                                                  
PHASE MASTERS INC                                   101 NW 176TH ST                                                                
PHASE MASTERS, INC.                                 101 NW 176TH STREET                                                            
PILLAR HOMES INC                                    2525 S CESSNA DR                                                               
PILOT NETWORK SERVICES                              1080 VILLAGE PARKWAY                                                           
PINKERTON, INC.                                     4755 PARIS STREET, SUITE 160                                                   
PINKERTON, INC.                                     JOHN MANN                                                                      
                                                    4755 PARIS STREET, STE. 160                                                    
PINKERTONS INC                                      LOCKBOX #2111                                                                  
                                                    PO BOX 2111                                                                    
Pinnacle Towers Inc.                                301 N Cattemen Rd., Suite 300                                                  

PITTS CONSTRUCTION, INC.                            2700 BEE CAVES ROAD, SUITE 110                                                 
PITTS CONTRUCTION, INC.                             2700 BEE CAVES ROAD, STE. 110                                                  
PLANERGY INC                                        1003 W CUTTING BLVD                                                            
                                                    SUITE 110                                                                      
PLANERGY POWER                                      1099 18TH STREET, SUITE 3000                                                   
PLANERGY, INC.                                      1331 17TH ST. #601                                                             
POINT TO POINT COMMUNICATIONS, INC.                 107 NOLAN RD.                                                                  
POWER & TELEPHONE                                   2673 YALE AVENUE                                                               
POWER & TELEPHONE SUPPLY COMPANY                    2673 YALE AVENUE                                                               
POWER CONVERSION PRODUCTS, INC.                     115 ERICK STREET                                                               
POWER INGENUITY                                     250 WEST HAVEN DRIVE                                                           
POWER PRODUCTS                                      2170 BRANDON TRL #A                                                            
PREDICTIVE SYSTEMS INC                              417 5TH AVE., 11TH FLOOR                                                       
PREMIER RECORDS STORAGE                             3108 WEST HAMPDEN AVE                                                          
PREMIERE TECHNOLOGIES INC                           PO BOX 105024                                                                  
                                                    DEPT LAC                                                                       
PREPAID CELLULAR LLC                                55 MARIETTA ST., SUITE 1740                                                    
PRESCOTT COMMUNICATIONS, INC.                       10640 SEPULVEDA BLVD.                                                          
                                                    SUITE 1                                                                        
PRESCOTT COMMUNICATIONS, INC.                       10640 SEPULVEDA BLVD., STE. 1                                                  
PRIDE ELECTRIC                                      4355 CHEROKEE ST.                                                              
PRIME TIME MARKETING                                201A ALABAMA ST.                                                               
PRIMUS GEOGRAPHICS INC                              3801 E FLORIDA AVE., STE 400                                                   
PRIVATE  TRANSATLANTIC                              C/O SPRINT LAW DEPT.                                                           
                                                    8140 LORD PARKWAY                                                              
PRODUCTIVE DATA COMMERCIAL SOL                      6143 S. WILLOW DRIVE                                                           
                                                    SUITE 200                                                                      
PRODUCTIVE DATA COMMERCIAL SOLUTION                 6160 S SYRACUSE WAY                                                            
                                                    SUITE 300                                                                      
PRODUCTIVE DATA COMMERCIAL SOLUTION                 6160 S SYRACUSE WAY                                                            
                                                    SUITE 300                                                                      
PRODX PROFESSIONAL DATA EXCHANGE                    2020 SW 4TH AVE                                                                
PROFESSIONAL SALES SEARCH CO INC                    PO BOX 606                                                                     
PROFESSIONAL SALES SEARCH CO INC                    PO BOX 606                                                                     
PROGRESSIVE STRUCTURES, INC.                        6133 AYERS                                                                     
PROGRESSIVE STRUCTURES, INC.                        PO BOX 270713                                                                  
PROJECT MANAGEMENT SERVICES, INC. (PMSI)            100 GALENRIDGE POINT PKWY                                                      
                                                    SUITE 400                                                                      
PROSPECT WATERPROOFING COMPANY                      118 ACACIA LANE                                                                
PROTOTEST LLC                                       8000 S LINCOLN ST., #206                                                       
PSN.NET                                                                                                                            
PUBLIC STORAGE                                      6540 Lusk Drive., Suite C-274                                                  

Puente Hill Business Center                         c/o Arnel Mgmet Co - Commercial Division                                       
                                                    949 S. Coast Drive, Suite 600                                                  
PYRAMID ELECTRIC CO                                 5069 CORBIN DRIVE                                                              
PYRAMID ELECTRIC, INC.                              5069 CORBIN                                                                    
PYRAMID INDUSTRIES, INC.                            100 STATE STREET, SUITE 200                                                    
QED CONSULTING                                      41 CENTRAL PARK WEST                                                           
QPC FIBER OPTIC INC                                 915 CALLE AMANECER, STE. B                                                     
QPC FIBER OPTIC, INC.                               915 CALLE AMANECER, STE. B                                                     
QUALITY AIR HEATING AND COOLING, INC                3395 KRAFT AVENUE                                                              
QUALITY AIR HEATING AND COOLING, INC.               3395 KRAFT AVENUE                                                              
QUALITY METAL WORKS                                                                                                                
 (QMW) COMMUNICATIONS, INC.                         1207 WOOD COURT                                                                
QUALITY METAL WORKS                                                                                                                
 (QMW) COMMUNICATIONS, INC.                         1207 WOOD COURT                                                                
QUANTUM BRIDGE COMMUNICATIONS, INC.                 ONE HIGH ST.                                                                   
R.A. WAFFENSMITH                                    2042 N KELTY RD                                                                
                                                    P.O. BOX 888                                                                   
R.A. WAFFENSMITH, INC.                              2042 N KELTY RD                                                                
                                                    PO BOX 888                                                                     
R.J. GLEESON CONSTRUCTION, LLC                      4860 PURCELL DRIVE                                                             
R.J. GLEESON CONSTRUCTION, LLC                      4860 PURCELL DRIVE                                                             
RAPIDIGM  INC                                       361 CENTENNIAL PKWY, STE 370                                                   
RAPIDIGM  INC                                       361 CENTENNIAL PKWY, STE 370                                                   
RATIONAL SOFTWARE CORP                              4900 PEARL EAST CIRCLE                                                         
                                                    SUITE 106                                                                      
RATIONAL SOFTWARE CORP                              4900 PEARL EAST CIRCLE                                                         
                                                    SUITE 106                                                                      
RATIONAL SOFTWARE CORPORATION                       10475 PARK MEADOWS DR                                                          
                                                    # 200                                                                          
RAUSCHENBACH MARVELLI BECKER, ARCHITECTS            2277 WATT AVENUE, 2ND FLOOR                                                    
RAY WELCH & ASSOCIATES                              PO BOX 371104                                                                  
RAY WELCH & ASSOCIATES                              PO BOX 371104                                                                  
REALTECH SYSTEMS CORP                               350 FIFTH AVENUE, 77TH FLOOR                                                   
RECOMM                                              105 WEST ALAMEDA AVENUE                                                        
Red Cart Market                                     3535 Hollis Street                                                             
RED CART MARKET, INC                                3535 HOLLIS STREET                                                             
RED SIMPSON, INC                                    P.O. BOX 12120                                                                 
RED SIMPSON, INC                                    P.O. BOX 12120                                                                 
RED SIMPSON, INC.                                   4227 FELTER LANE                                                               
REDI-RELIEF MEDICINE SERVICE                        17584 E. BELLEWOOD CIRCLE                                                      
REMEDY INTELLIGENT STAFFING                         FILE #54122                                                                    
                                                    PARK PLACE                                                                     
                                                    2817 WEST END AVE                                                              
REPUBLIC FINANCIAL CORPORATION                      3300 SOUTH PARKER ROAD                                                         
REPUBLIC FINANCIAL CORPORATION                      3300 S PARKER ROAD, SUITE 500                                                  
RESULTS RECRUITING GROUP LLC                        10935 CRABAPPLE RD, STE #104                                                   
RESUMES ON-LINE, INC                                333 WEST HAMPDEN AVENUE                                                        
                                                    SUITE 501                                                                      
RESUMES ON-LINE, INC                                333 WEST HAMPDEN AVENUE                                                        
                                                    SUITE 501                                                                      
RESUMES ON-LINE, INC.                               333 WEST HAMPDEN AVENUE                                                        
                                                    SUITE 501                                                                      
REVENEW INTERNATIONAL, INC.                         440 LOUISIANA, SUITE 400                                                       
REVENUE COMMUNICATIONS                              202 NORTH ALLEN DRIVE,                                                         
                                                    SUITE E                                                                        
RHI MANAGEMENT RESOURCES                            PO BOX 60000                                                                   
RHI MANAGEMENT RESOURCES                            PO BOX 60000                                                                   
RHI MANAGEMENT RESOURCES                            1225 17TH STREET, SUITE 1450                                                   
RHIMR, A DIV OF ROBERT HALF INT'L                   1225 17TH STREET, SUITE 1450                                                   
RICHARD KADER AND ASSOCIATES                        7850 FREEWAY CIRCLE                                                            
RISERCORP, INC (RISER CORP)                         700 NORTH PEARL STREET, SUITE 200                                              
RJ GLEESON CONSTRUCTION LLC                         4860 PURCELL DR                                                                
ROBERT E. HAZELTINE, INC                            11518 WEST 99 TERRACE                                                          
ROBERT GEIER & ASSOCIATES                           2964 TINCUP CIRCLE                                                             
RON CHRISTOPHER COMPANY                             611 K PARK MEADOW ROAD                                                         
RONALD A. KATZ TECHNOLOGY                           9401 WILSHIRE BLVD, SUITE 900                                                  
Roncar Realty Trust                                 P.O. Box 71                                                                    
ROSS G. STEPHENSON ASSOC., INC                      ROSS G. STEPHENSON                                                             
                                                    2801 COFFE ROAD, STE. B1                                                       
ROSS G. STEPHENSON ASSOCIATES, INC.                 2801 COFFEE ROAD, SUITE B-1                                                    
RUCCIONE & ASSOCIATES                               A CONSORTIUM NETWORK                                                           
                                                    6400 PACIFIC AVE., SUITE 301                                                   
RUNVEE HOBART, LTD C/O                                                                                                             
 TRANSWESTERN PROPERTY COMPANY                      3660 WILSHIRE BLVD., SUITE 800                                                 
RYALS AND ASSOCIATES, INC.                          505 14TH STREET, SUITE 1220                                                    
S & S INVESTMENTS                                   194 Nassau Street                                                              
SALEM HEATING & SHEET METAL, INC                    1225 22ND STREET S.E.                                                          
SALEM HEATING & SHEET METAL, INC.                   P.O. BOX 12005                                                                 
                                                    1225 22ND STREET S.E.                                                          
SAN FRANCISCO CONSULTING GROUP                      3 EMBARCADERO CENTER                                                           
                                                    SUITE 1700                                                                     
SAN FRANCISCO CONSULTING GROUP                      3 EMBARCADERO CENTER                                                           
                                                    SUITE 1700                                                                     
SAS INSTITUTE, INC                                  SAS CAMPUS DRIVE                                                               
SASCO ELECTRIC, INC.                                18815 139TH AVE N. E.                                                          
SATURN SYSTEMS                                      PO BOX 482                                                                     
SAVILLE SYSTEMS INC                                 675 COCHRANE DR                                                                
SCEPTER ENTERPRISES LLC                             470 WEST AVE                                                                   
SCHONHAUT, CINDY Z                                  1020 15TH ST., # 33C                                                           
SCHULD INCORPORATED                                 PO BOX 249                                                                     
SCHULD INCORPORATED                                 PO BOX 249                                                                     
SCHULD, INC.                                        PO BOX 249                                                                     
                                                    352 W. MAPLE ROAD                                                              
SEATAC ELECTRIC, INC                                6265 SOUTH 143RD PLACE                                                         
SEATON & ASSOCIATES                                 GATEWAY ACCEPTANCE CO                                                          
                                                    PO BOX 829                                                                     
SECC CORPORATION                                    183 BUSINESS CENTER DR.                                                        
SECC CORPORATION                                    183 BUSINESS CENTER DR.                                                        
SEQUENT COMPUTER SYSTEMS INC                        15450 SOUTHWEST KOLL PKWY                                                      
SEQUENT COMPUTER SYSTEMS INC                        15450 SOUTHWEST KOLL PKWY                                                      
SEQUENT COMPUTER SYSTEMS INC                        15450 SOUTHWEST KOLL PKWY                                                      
SHERIDAN PARK LLC, DIA Plaza Partners, LLC          12075 East 45th Avenue., suite 200                                             
SHOOK & FLETCHER                                    AIR CONDITIONING COMPANY                                                       
                                                    PO BOX 10803                                                                   
SILICON VALLEY TECHNICAL STAFFING                   2000 POWELL ST., SUITE 1300                                                    
SILICON VALLEY TECHNICAL STAFFING                   2000 POWELL ST., SUITE 1300                                                    
SIM J HARRIS COMMUNICATIONS                         PO BOX 261279                                                                  
SIM J HARRIS COMMUNICATIONS                         P.O. BOX 639069                                                                
SIMPLIFY CONSULTING                                 1255 HUDSON ST                                                                 
SIRIUS INC                                          PO BOX 1027                                                                    
SITELINK                                            7887 E BELLVIEW                                                                

SITELINK                                            7887 E BELLVIEW                                                                
SJH COMMUNICATIONS, INC.                            PO BOX 261279                                                                  
SKYTEL                                              1680 ROUTE 23 NORTH                                                            
SKYTEL                                              1680 ROUTE 23 NORTH                                                            
SKYTEL                                              1680 ROUTE 23 NORTH                                                            
SMARTECH TALENT SEARCH                              314 CLIFFORD ST                                                                
SNELLING PERSONNEL SERVICES                         110 N MILLER RD                                                                
SNELLING SEARCH                                     3460 S DIXIE HIGHWAY                                                           
SNELLING SEARCH                                     3460 S DIXIE HIGHWAY                                                           
SODEXHO MARIOTT                                     5619 DTC PARKWAY                                                               
SOFTWARE ARCHITECTS                                 FOUR WESTBROOK CORP CENTER, SUITE 800                                          
SOLBOURNE COMPUTER INC                              1790 38TH ST., STE 300                                                         
SOLBOURNE COMPUTER INC                              1790 38TH ST., STE 300                                                         
SONUS NETWORKS                                      5 CARLISLE RD.                                                                 
SONUS NETWORKS, INC.                                FIVE CARLISLE ROAD                                                             
SONUS NETWORKS, INC.                                FIVE CARLISLE ROAD                                                             
SOURCE SERVICES                                     7730 EAST BELLEVIEW AVENUE                                                     
                                                    SUITE 302                                                                      
SOURCE SERVICES CORP                                                                                                               
 (AKA SOURCE CONSULTING)                            7730 EAST BELLEVIEW AVE                                                        
                                                    SUITE 302                                                                      
SOUTHERN TELECOM                                    241 RALPH MCGILL BOULEVARD, NE                                                 
SPATA COMMUNICATIONS                                325 CRAMER CREEK COURT                                                         
                                                    SUITE 205                                                                      
SPECIALIZED TELECOMMUNICATIONS                                                                                                     
 SERVICES, INC.                                     26219 EDEN LANDING ROAD                                                        
SPECIALTY STAFFING                                  2000 EAST 4TH STREET                                                           
                                                    SUITE 304                                                                      
SPRINT                                              1200 MAIN ST., 10TH FLOOR                                                      
SPRINT                                              1200 MAIN ST., 10TH FLOOR                                                      
SPRINT NORTH SUPPLY                                 PO BOX 804433                                                                  
SPRINT NORTH SUPPLY                                 PO BOX 804414                                                                  
SPRINT NORTH SUPPLY COMPANY                         7364 CORTEZ LANE                                                               
SPRINT SPECTRUM LP                                  N/A                                                                            
SRT ELECTRIC COMPANY                                5380 TENNYSON, UNIT C                                                          
ST JAMES EPISCOPAL CHURCH                           155 NORTH 6TH STREET                                                           
STANLEY STAFFING                                    5510 PEARL RD., STE 102                                                        
STATE OF CALIFORNIA EMPLOYMENT DEV                  PO BOX 825278                                                                  
State of Nevada                                     Division of State Lands 333 W. Nye Lane., Room 118                             
STEEL VALLEY ENGINEERING, INC.                      5105 MARKET STREET                                                             
Sterling Network Exchange, LLC                      C/O Cushman & Wakefield of Arizona Inc.                                        
                                                    1850 N. Central Ave.   Suite 300                                               
STETSON PLACEMENT, LTD                              18 NORTH TEJON STREET                                                          
                                                    SUITE 215                                                                      
STOCKTON TELECOMMUNICATIONS INC                     401 COORS N.W.                                                                 
STOCKTON TELECOMMUNICATIONS INC.                    P.O. BOX 20518                                                                 
                                                    829 PENNSYLVANIA NORTH EAST                                                    
STOCUM AND ASSOCIATES                               6204 CENTER STREET                                                             
STORAGETEK                                          1099 18TH STREET, SUITE 450                                                    

STORAGETEK                                          1099 18TH STREET, SUITE 450                                                    
STRATEGIC FOCUS INC                                 PO BOX 3897                                                                    
STRATEL INC.                                        3000 EXECUITVE PARKWAY                                                         
                                                    SUITE 111                                                                      
STRATEL INC.                                        588 SUTTER ST., SUITE 424                                                      
STRATEL INC.                                        588 SUTTER ST, SUITE 424                                                       
STREET FUSION                                       100 SPEAR ST, 6TH FLOOR                                                        
STURGEON ELECTRIC                                   12150 E 112TH AVE                                                              
SULLIVAN & MCLAUGHLIN                                                                                                              
 COMMUNICATIONS GROUP, INC.                         74 LAWLEY STREET                                                               
SUMMERFIELD SUITES HOTEL                            9280 COSTILLA AVENUE                                                           
SUN MICROSYSTEMS                                    1842 N SHORELINE BLVD                                                          
SUN MICROSYSTEMS                                    1842 N SHORELINE BLVD                                                          
SUN MICROSYSTEMS FINANCE                            1400 COMPUTER DRIVE                                                            
                                                    SUITE 200                                                                      
SUN MICROSYSTEMS, INC                               901 SAN ANTONIO ROAD                                                           
SUN MICROSYSTEMS, INC                               901 SAN ANTONIO ROAD                                                           

SUPERIOR MECHANICAL SERVICES, INC.                  3155 PLAINFIELD ROAD                                                           
SUPERIOR STAFFING, INC.                             120 EAST MILL STREET                                                           
                                                    QUAKER SQUARE, SUITE 420                                                       
SUPPLEMENTAL STAFFING                               11270 W PARK PL, STE 100                                                       
SUPPORTEK INC                                       425 SANTA FE DR                                                                
SUPPORTEX                                           425 SANTA FE DRIVE                                                             
SUPPORTEX, INC.                                     425 SANTA FE DRIVE                                                             
SURFSOFT                                            PO BOX 1089                                                                    
SVV SALES INC DBA                                                                                                                  
 ARCADA COMMUNICATIONS                              2001 6TH AVENUE, SUITE 3210                                                    
SWITCH ROOM DESIGN                                  910 FIFTEENTH STREET                                                           
T I E INC.                                          PO BOX 1074,                                                                   
                                                    202 SAN MATEO                                                                  
T. MICHAEL INSTALLATION, LLC                        6132 ESTES STREET                                                              
TACTICA TECHNOLOGY GROUP                            GATEWAY NATIONAL BANK                                                          
                                                    FBO: TACTICA TECHNOLOGY GROUP                                                  
                                                    LOCKBOX 800302                                                                 
TEC COMMUNICATIONS INC                              5128 E CRESTONE AVE                                                            
TEC COMMUNICATIONS, INC./TIMBERLINE                 5128 E. CRESTONE AVE.                                                          
TECHNOLOGIES MANAGEMENT INC                         210 N. PARK AVE.                                                               
TECHNOLOGY STAFFING RESOURCES                       1020 MILWAUKEE AVE, SUITE 230                                                  

TECH-PRO, INC                                       1529 MARKET STREET, SUITE 200                                                  
TEK SYSTEMS                                         PO BOX 198568                                                                  
TEKELEC                                             8445 FREEPORT PARKWAY                                                          
                                                    SUITE 530                                                                      
TEKELEC                                             P.O. BOX 92580                                                                 
TELCOM TRAINING CORPORATION                         288 S MAIN ST, SUITE 300                                                       
TELCORDIA TECHNOLOGIES                              445 SOUTH STREET - 1C133R                                                      
TELCORDIA TECHNOLOGIES INC                          8 CORPORATE PL, RM 3A-181                                                      
TELCORDIA TECHNOLOGIES INC                          8 CORPORATE PL, RM 3A-181                                                      
TELCORDIA TECHNOLOGIES INC                          8 CORPORATE PL, RM 3A-181                                                      
TELCORDIA TECHNOLOGIES INC                          445 SOUTH STREET                                                               
TELCORDIA TECHNOLOGIES, INC.                        445 SOUTH STREET, 1A312G                                                       
TELDON SOLUTIONS, LLC                               1825 C. GRASSLAND PKWY.                                                        
TELECOM EXECUTIVE GROUP                             FOUR GREENTREE CENTRE                                                          
                                                    SUITE 102                                                                      
TELECOM INSTALLATION & ENGINEERING, INC.            1495 E. LONGVILLE DRIVE                                                        
TELECOM NETWORK SPECIALISTS, INC.                   22590 CEDAR GREEN ROAD                                                         
TELECOM POWER SYSTEMS (TPS)                         145 W MAIN STREET                                                              
                                                    PO  BOX 710                                                                    
TELECOM PROSEARCH INC                               2701 ALCOTT STREET, SUITE 384                                                  
TELECOM RECRUITER, THE                              1831 NORTH FOREST COURT                                                        
                                                    SUITE F                                                                        
TELECOM. INSTALLATIONS SPECIALISTS (TIS)            107 BANKS STREET                                                               
TELECOMMUNICATIONS RESOURCE INTL                    8547 E. ARAPAHOE ROAD                                                          
                                                    SUITE J290                                                                     
TELECOMMUNICATIONS RESOURCE INTL                    8547 E. ARAPAHOE ROAD                                                          
                                                    SUITE J290                                                                     
TELECOMMUNICATIONS                                                                                                                 
 TECHNOLOGIES & RESOURCES                           11999 PLANO RD, #160                                                           
TELECON, INC.                                       2711 PROSPERITY AVE                                                            
TELECORDIA TECHNOLOGIES, INC.                       6021 S SYRACUSE WAY                                                            
TELECORDIA TECHNOLOGIES, INC.                       6021 S SYRACUSE WAY                                                            
TELECORDIA TECHNOLOGIES, INC.                       6021 S SYRACUSE WAY                                                            
TELECORDIA TECHNOLOGIES, INC.                       6021 S SYRACUSE WAY                                                            
TELECORDIA TECHNOLOGIES, INC.                       6021 S SYRACUSE WAY                                                            
TELECORDIA TECHNOLOGIES, INC.                       6021 S SYRACUSE WAY                                                            
TELECORDIA TECHNOLOGIES, INC.                       6021 S SYRACUSE WAY                                                            
TELECORDIA TECHNOLOGIES, INC.                       6021 S SYRACUSE WAY                                                            
TELECORDIA TECHNOLOGIES, INC.                       6021 S SYRACUSE WAY                                                            
TELECORDIA TECHNOLOGIES, INC.                       6021 S SYRACUSE WAY                                                            
TELEDIRECT TELECOMMUNICATIONS GROUP, LLC            650 S. GRAND AVE, SUITE 1400                                                   
TELEDON SOLUTIONS, INC.                             1825-C GRASSLAND PARKWAY                                                       
TELEDON SOLUTIONS, INC.                             1825-C GRASSLAND PARKWAY                                                       
TELEGROUP, INC                                      2098 NUTMEG AVENUE                                                             
TELEMETRY TECHNOLOGY, INC                           BOX 620                                                                        
TELEMETRY TECHNOLOGY, INC.                          BOX 620                                                                        
TELEPHONE COMPANY OF CENTRAL FLORIDA                3575 WEST LAKE MARY BLVD                                                       
                                                    SUITE 107                                                                      
TELEPHONE SERVICES, INC. (TSI)                      560 W. MAIN ST., SUITE 105                                                     
TELESCIENCES INC                                    351 NEW ALBANY RD                                                              
TELESCIENCES INC                                    2000 MIDLANTIC DR STE 410                                                      
TELESCIENCES, INC                                   351 NEW ALBANY RD                                                              
TELE-TECH COMPANY, INC                              2628 WILHITE COURT                                                             
TELE-TECH COMPANY, INC (TELETECH, TELE TECH)        2628 WILHITE COURT                                                             
TELE-TECH COMPANY, INC.                             2008 MERCER ROAD                                                               
TELE-TECH COMPNAY, INC.                             2008 MERCER RD.                                                                
TELIGENT                                            PO BOX 931761                                                                  
TELLABS CORP                                        PO BOX 99206                                                                   
TELLABS CORPORATION                                 1000 REMINGTON BLVD                                                            
TELLABS OPERATIONS INC                              PO BOX 99206                                                                   
TELLABS OPERATIONS, INC.                            4951 INDIANA AVENUE MS 16                                                      

TELLABS OPERATIONS, INC.                            4951 INDIANA AVENUE MS 16                                                      
TELLABS OPERATIONS, INC.                            7901 SOUTHPARK PLAZA, SUITE #100                                               
TELLABS OPERATIONS, INC.                            4951 INDIANA AVENUE MS 16                                                      
TELPRO TECHNOLOGIES                                 414 THIRTEENTH STREET                                                          
                                                    SUITE 700                                                                      
TELPRO TECHNOLOGIES                                 3000 EXECUTIVE PKWY, STE 225                                                   
TELSCAPE USA                                        2700 POST OAK, SUITE 1000                                                      
TELSOURCE CORPORATION                               3009 EAST RIDGE DRIVE                                                          
TELSOURCE CORPORATION                               999 RIVERVIEW DRIVE, STE 201                                                   

TEL-TEC, INCORPORATED                               328 WAREHOUSE ROAD                                                             
TENDER LOVING CARE JANITORIAL SERVICES              19703 ENCHANTED OAKS                                                           
TENG & ASSOCIATES, INC.  (TENG CONSTRUCTION)        205 NORTH MICHIGAN AVENUE                                                      
TENG & ASSOCICATES                                  205 NORTH MICHIGAN AVE                                                         
                                                    SUITE 3600                                                                     
TERRA DESIGNS                                       2924 BLACKBURN BRIDGE ROAD                                                     
TERRA DESIGNS INC.                                  2924 BLACKBURN BRIDGE ROAD                                                     
TERRALINK COMMUNICATIONS INC                        705-2 E BIDWELL ST, PMB-221                                                    
TEXAN ELECTRIC COMPANY, INC.                        7011 DIXIE DRIVE                                                               
Texas Bank                                          Accounting Department                                                          
                                                    P.O. Box 760                                                                   
TEXSTAR ENTERPRISES, INC                            4249 INDUSTRIAL CENTER                                                         
TEXSTAR ENTERPRISES, INC.                           4236 INDUSTRIAL CENTER                                                         
THAYER POWER AND COMMUNICATION                      7400 MARKET ROAD                                                               
THAYER POWER AND COMMUNICATION LINE                 7400 MARKET RD.                                                                
THE EQUITABLE LIFE ASSURANCE SOCIETY                601 WEST 5TH ST.                                                               
The John Hancock                                                                                                                   
 Mutual Life Insurance Co.                          3600 Wilshire Blvd.                                                            
The John Hancock                                                                                                                   
 Mutual Life Insurance Co.                          3600 Wilshire Blvd.                                                            
The John Hancock                                                                                                                   
 Mutual Life Insurance Co.                          3600 Wilshire Blvd.                                                            
The M Company                                       c/o Harvey Wong                                                                
                                                    47647 Gable Common                                                             
The Travelers Insurance Company                     One Tower Square                                                               
                                                    ATTN:  CRES & S Accounting 1 MSA                                               
THERMAL AIRE                                        503 GIUSEPPE COURT, SUITE #4                                                   
THERMAL AIRE, INC                                   503 GIUSEPPE COURT                                                             
THOMAS & PERKINS                                    1530 16TH ST, SUITE 500                                                        
THOMAS CABLE COMMUNICATION INC                      5520 RUFFIN ROAD, SUITE 205                                                    
THOMAS CABLE COMMUNICATIONS                         5520 RUFFIN RD, SUITE 205                                                      
THOMAS RESOURCE GROUP                               1640 TIBERON BLVD, SUITE 4                                                     
THOMPSON ASSOCIATES                                 4747 HOP YARD ROAD                                                             
TIME WARNER TELECOM                                 10475 PARK MEADOWS DRIVE                                                       
TIS WORLDWIDE                                       115 BROADWAY, 20TH FLOOR                                                       
TIS WORLDWIDE                                       115 BROADWAY, 20TH FLOOR                                                       
TIS, INC. (TELECOMMUNICATIONS                                                                                                      
 INSTALLATION SPECIAL                               107 BANKS ST.                                                                  
TITAN AIR CORPORATION                               60 E 42ND ST                                                                   
TITLE BUILDING COMPANY                              300 - 21st Avenue North                                                        

TMP INTERACTIVE, INC. (MONSTER.COM)                 5 CLOCK TOWER, SUITE 500                                                       
TOLIN MECHANICAL SYSTEMS COMPANY                    12005 E 45TH AVE                                                               
TOLLBRIDGE TECHNOLOGIES                             872 HERMOSA DR.                                                                
T-ONE, INC.                                         2300 W. PARK PLACE BLVD.                                                       
TOPA EQUITIES (V.I.),  LTD.,                                                                                                       
 U.S. VIRGIN ISLANDS CORP                           1800 Avenue of the stars., Suite 1400                                          
TOTAL INSTRUMENT SERVICES, INC.                     7931 SOUTH BROADWAY, #113                                                      
TRANS GLOBAL COMMUNICATIONS                         PO BOX 15448                                                                   
TRANS GLOBAL COMMUNICATIONS, INC.                   3505 NORTH ROXBORO ROAD                                                        
                                                    PO BOX 15448                                                                   
Transwestern 25 West 43rd Street, LLC               c/o Jones Lang LaSalle Americas, Inc.                                          
                                                    33907 Treasury Center                                                          
Transwestern 25 West 43rd Street, LLC               c/o Jones Lang LaSalle Americas, Inc.                                          
                                                    33907 Treasury Center                                                          
TRAVELERS INDEMNITY COMPANY                         1 TOWER SQUARE                                                                 
TRIAD CONSULTANTS                                   8101 EAST PRENTICE AVE                                                         
                                                    SUITE 610                                                                      
TRI-AREA ELECTRIC CO., INC                          37 WAYNE AVENUE                                                                
TRI-CITY TELECOM AND CABLE                          703 POLARIS PLACE                                                              
TRI-CITY TELECOM AND CABLE, INC.                    703 POLARIS PLACE                                                              
TRI-LAN, INC.                                       904 FOX RIDGE PLACE                                                            
TRISTEP HIRING SYTEMS                               39159 PASEO PADRE PARKWAY                                                      
                                                    SUITE 303                                                                      
TRUECOMP INSTALLATION                               160 W. SANTA CLARA ST                                                          
                                                    SUITE 1400                                                                     
TRUEVANCE COMMUNICATIONS, LLC                       1536 KINGSLEY AVE                                                              
                                                    SUITE 128                                                                      
TRUEVANCE COMMUNICATIONS, LLC                       1536 KINGSLEY AVE., STE. 128                                                   
TRUSTED INFORMATIONS SYSTEMS, INC. (TIS)            15204 OMEGA DRIVE                                                              
TTM, INC.                                           1722 TOAL ST.                                                                  
TTM, INC.                                           1722 TOAL STREET                                                               
TTR, LLC                                            11999 PLANO ROAD, STE. 160                                                     
TURNER CONSTRUCTION COMPANY                         1873 S BELLAIRE ST, SUITE 1200                                                 
TURNER CONSTRUCTION COMPANY                         1873 S BELLAIRE ST, SUITE 1200                                                 
TURNER CONSTRUCTION COMPANY                         1873 S BELLAIRE ST, SUITE 1200                                                 
TVC INC                                             PO BOX 798049                                                                  
U.S. INTERNET                                                                                                                      
U2SI (UNDERGROUND UTLITIES SERVICES, INC.)          P.O. BOX 700                                                                   
UCA COMPUTER SYSTEMS INC                            1050 17TH ST, STE 1940                                                         
UNCC                                                                                                                               
UNDERGROUND CONSTRUCTION CO INC                     5145 INDUSTRIAL WAY.,PO BOX 2000                                               
UNDERGROUND CONSTRUCTION CO INC.                    PO BOX 2000                                                                    
UNDERGROUND TECHNOLOGY INC                          PO BOX 3820                                                                    
UNISON SYSTEMS INC                                  3900 E MEXICO AVE, SUITE 504                                                   
UNISON SYSTEMS INC                                  3900 E MEXICO AVE, SUITE 504                                                   
UNISON SYSTEMS INC                                  3900 E MEXICO AVE, SUITE 504                                                   
UNITED AIRLINES                                     1200 EAST ALGONQUIN ROAD                                                       
UNITED AMERITEC CORPORATION                         DBA UAC SECURITY SYSTEMS                                                       
                                                    9920 SCRIPPS LAKE DRIVE                                                        
                                                    SUITE 108                                                                      
UNITED AMERITEC CORPORATOIN                         2342 EAST VALENCIA DRIVE                                                       
UNITED HEALTHCARE                                   603 HARLAND DRIVE                                                              
UNITED INFORMATION                                                                                                                 
 TECHNOLOGIES CORPORATION                           1051 PERIMETER DRIVE                                                           
                                                    SUITE 550                                                                      
UNLIMITED TECHNOLOGY                                81 LANGTON ST, SUITE 10                                                        
US COMMUNICATIONS INC                               5030 EDITH NE                                                                  
                                                    PO BOX 21250                                                                   
US COMMUNICATIONS INC                               5030 EDITH NE                                                                  
                                                    PO BOX 21250                                                                   
US COMMUNICATIONS INC                               5030 EDITH NE                                                                  
                                                    PO BOX 21250                                                                   
US COMMUNICATIONS, INC.,                                                                                                           
 DIV. OF ARGUSS COMM. GRP                           PO DRAWER 21520                                                                
US SOUTH COMMUNICATIONS                             3200 WINDY HILL ROAD                                                           
                                                    WILDWOOD PLAZA WEST                                                            
UTILIQUEST                                          5417 BABDERA, STE 608                                                          
UTILIQUEST                                          5417 BABDERA, STE 608                                                          
UTILITIES CONSTRUCTION                              645 SOUTH GREEN ROAD                                                           
UTILITY CONSULTANTS                                 1810 WATER PLACE, STE 200                                                      
UUNET                                               PAYEMNTS PROCESSING CENTER                                                     
                                                    PO BOX 85080                                                                   
V&A JANITORIAL SERVICES                             P.O. BOX 25574                                                                 
VALUCOM, INC                                        415 CHURCH STREET N.E.                                                         
                                                    SUITE 204                                                                      
VCI TELECOM INC                                     PO BOX 846343                                                                  
VCI TELECOM, INC.                                   1921 W. 11 STREET                                                              
VECA                                                PO BOX 80467                                                                   
VECTOR MANAGEMENT GROUP                             910 16TH STREET, SUITE 426                                                     
VERITAS SOFTWARE CORP                               1600 PLYMOUTH ST                                                               
VERITAS SOFTWARE CORP                               1600 PLYMOUTH ST                                                               
VIDEOTRONIC, INC.                                   15000 WEST 6TH AVE., #102-A                                                    
VIDEOTRONIX, INC.                                   15000 W. 6TH AVENUE                                                            
                                                    SUITE 102-A                                                                    
VIRTUAL ENTERPRISES, INC DBA                        ADVANCED SYSTEMS GROUP INC                                                     
                                                    12405 NORTH GRANT STREET                                                       
VIRTUAL VALLEY INTERNET                             219 1ST AVE. NW                                                                
VISA USA, INC.                                      6400 S. FIDDLERS GREEN CIRCLE                                                  
VISION SYSTEMS LLC                                  6750 WEST LOOP SOUTH                                                           
VITRIA TECHNOLOGY INC                               945 STEWART DRIVE                                                              
VITRIA TECHNOLOGY INC                               945 STEWART DR                                                                 
VOCAL DATA, INC.                                    1701 NORTH GREENVILLE AVE  SUITE 304                                           
VOICEWARE SYSTEMS                                   1109 OKEECHOBEE ROAD                                                           
VOICEWARE SYSTEMS                                   1109 OKEECHOBEE ROAD                                                           
VOLT INFORMATION SCIENCES, INC.                     505 ARBOR OAK DRIVE                                                            
VOLT SERVICES                                       1800 SAINT JAMES PLACE                                                         
                                                    SUITE 204                                                                      
VOLT SERVICES INC.                                  1800 SAINT JAMES PLACE                                                         
                                                    SUITE 204                                                                      
VOLT TELECOM GROUP                                  5300 OAKBROOK PARKWAY #245                                                     
VOLT TELECOM GROUP                                  5300 OAKBROOK PARKWAY #245                                                     
VROOM                                               13111 EAST BRIARWOOD AVE                                                       
                                                    SUITE 270                                                                      
VYVX                                                PO BOX 73102                                                                   
VYVX INC                                            P.O BOX 73102                                                                  
W. JAMES OROVITZ, TRUSTEE                           2550 N.W. 72nd Avenue, #101                                                    
W. T. LEONE'S TRI-AREA ELECTRIC CO. INC.            37 WAYNE AVENUE                                                                
W.L. CONTRACTORS, INC.                              6435 W. 55TH                                                                   
WALLER CREEK COMMUNICATIONS                         1801 N. LAMAR BOULEVARD, SUITE M                                               
WANG GLOBAL SERVICES                                19011 LAKE DRIVE EAST                                                          

WARREN, MORRIS & MADISON, LTD.                      4108 HOLLY ROAD                                                                
WAUKESHA-PEARCE INDUSTRIES, INC.                    3740 SOUTHEAST ROUTE 410                                                       
                                                    JIM LAMBRECHT                                                                  
Waverly Hill Partnership                            2060 Broadway Suite 250                                                        
WAVERLY HILL PARTNERSHIP                            899 LOGAN                                                                      
WCB FIVE LIMITED                                                                                                                   
 PARTNERSHIP C/O WCB PROPERTIES                     450 Newport Center Drive., Suite 302                                           
WEITZ COHEN CONSTRUCTION CO                         899 LOGAN ST, SUITE 600                                                        
WELLS FARGO ALARM SERVICES                          3725 EAST ROESER, SUITE 21                                                     
WELLS FARGO ALARM SERVICES                          3725 EAST ROESER ROAD                                                          
                                                    SUITE 21                                                                       
WESBELL ASSET RECOVERY CENTER                       14705 WEST 112TH STREET                                                        
WEST AmericA MORTGAGE (WESTPIKE, LLC)               8700 TURNPIKE DR.                                                              
WESTAFF                                             3415 GREY STONE, SUITE 107                                                     
WESTERN DATA                                        304 INVERNESS WAY SOUTH                                                        
                                                    SUITE 190                                                                      
WESTERN UNION                                       PO BOX 60253                                                                   
WESTERN UNION                                       PO BOX 60253                                                                   
Western Union Ats C/O Worldcom                      2270 LAKESIDE BOULEVARD 41103/882                                              
WESTFIRE INC                                        10725 PLANO RD, STE 300                                                        

WESTFIRE INC.                                       14818 WEST 6TH AVENUE                                                          

                                                    UNIT 4-A                                                                       
WESTFIRE, INC.                                      14818 W. 6TH AVENUE                                                            

                                                    UNIT 4-A                                                                       
WESTSHARE SERVICES, INC.                            14529 BROADWAY AVENUE SE                                                       
WESTSHARE SERVICES, INC.                            C/O STANIS LAW ASHBAUGH LLP                                                    
                                                    4400 BANK OF AMERICA TOWER                                                     
                                                    701 FIFTH AVENUE KING CO                                                       
WESTSHARE SERVICES, INC.                            14529 BROADWAY AVENUE, SE                                                      
WGW INC                                             460 Decatur Street SE                                                          
WHITTMAN HART INC                                   6400 S FIDDLERS GREEN CIRLE                                                    
WHITTMAN HART INC                                   6400 S FIDDLERS GREEN CIRLE                                                    
                                                    SUITE 200                                                                      
WILLIAMS COMMUNICATIONS INC                         21864 NETWORK PLACE                                                            
WILLIAMS ELECTRIC COMPANY                           2119 E. DIXON BLVD.                                                            
                                                    P.O. BOX 2367                                                                  
WILLIAMS ELECTRIC COMPANY (PIONEER                  ASSOCIATES, INC.                                                               
                                                    P.O. BOX 2267                                                                  
WILSON CONSULTING GROUP INC                         PO BOX 759                                                                     
WILSON GROUP, THE                                   P.O. BOX 346                                                                   
WILSON'S AIR TECHNOLOGIES                           5045 SOUTH YAKIMA AVENUE                                                       
WILSON'S AIR TECHNOLOGIES, INC.                     5045 SOUTH YAKIMA AVENUE                                                       
WINDSOR CONSULTANTS INC                             13201 NW FRWY, #704                                                            
WINSTAR COMMUNICATIONS                              1577 SPRING HILL RD                                                            
WOLIN, CARLA J                                      240 GARFIELD ST                                                                
WORLDCOM                                            ONE WILLIAMS CENTER, MD 29-6                                                   
WORLDCOM NETWORK SERVICES                           PO BOX 730426                                                                  
WORLDCOM NETWORK SERVICES INC                       ONE WILLIAMS CENTER MD-27-3                                                    
WORLDCOM NETWORK SERVICES INC                       6929 NORTH LAKEWOOD AVE                                                        
WORLDPORT COMMUNICATIONS (ENERGIS)                  1825 BARRETT LAKES BLVD                                                        
XEROX BUSINESS SERVICES                             4600 S.ULSTER STREET                                                           
                                                    SUITE 1000                                                                     
XO COMMUNICATIONS/NEXTLINK                          14811  NORTH KIERLAND BLVD.                                                    
YANKEE GROUP, THE                                   31 ST. JAMES AVENUE                                                            

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ICG Communications, Inc.                                                                                                            
Listing of Executory Contracts and Unexpired Leases                                                                                 
To be Rejected                                                                                                                      
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                      Non-Debtor Party to Lease/Contract                                                                            
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                                                                        Address                                                     
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Name                                                  City                                              State               Zip     
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100 Park Center Plaza                                 San Jose                                           CA                 95113   
2100 West End Avenue                                  Nashville                                          TN                 37203   
3 HUTTON CENTRE, LP                                   SANTA ANA                                          CA                 92707   
3355 Richmond Rd, Bldg. B                             Beachwood                                          OH                 44122   
3550 Watt Avenue                                      Sacramento                                         CA                 95821   
3607 Broadway Realty Associates                       Philadelphia                                       PA                 19123   
4311 Wilshire Building, Ltd.,                                                                                                       
 C/O Transwestern Property Company                    Los Angeles                                        CA                 90010   
455 SHERMAN ASSOCIATES LLC                            Denver                                             CO                 80203   
72 Jericho Associates                                 Mineola                                            NY                 11501   
789 Sherman Ltd. Liab. Co.                            Boulder                                            CO                 80302   
789 SHERMAN LTD. LIAB. CO.                            Denver                                             CO                         
88 Kearney Street                                     San Francisco                                      CA                 94108   
A&B UNDERGROUND LLC                                   SALEM                                              OR                 97303   
A. M. ORTEGA                                          LAKESIDE                                           CA                 92040   
A.M. ORTEGA                                           LAKESIDE                                           CA                 92040   
ABACON TELECOMMUNICATIONS                             GREENSBORO                                         NC                 27425   
ABACON TELECOMMUNICATIONS                             GREENSBORO                                         NC                 27425   
ABEL COMMUNICATIONS, INC.                             VANCOUVER                                          WA                 98687   
ABTS NET                                              HICKORY                                            NC                 28602   
ACCESS DATA                                           ENGLEWOOD                                          CO                 80111   
ACCESS DATA CONSULTING CORP                           ENGLEWOOD                                          CO                 80111   

Access Transmission Services                          Rchardson                                          TX                 75082   

ACREE DAILY CORPORATION                               COLUMBUS                                           OH              43219-3566 
ACTION BUSINESS CLEANING SYSTEMS                      BIRMINGHAM                                         AL                 35244   

ACTON CONTRACTORS INC                                 BIRMINGHAM                                         AL                 35243   
ACTON CONTRACTORS INC                                 BIRMINGHAM                                         AL                 35243   
ADC TELECOMMUNICATIONS                                CHINO HILLS                                        CA                 91709   

ADDISON CIRCLE TWO LTD.                                                                                                             
ADEX CORPORATION                                      ATLANTA                                            GA                 30360   

ADVANCED COMMUNICATIONS, INC.                         SAN DIEGO                                          CA                 92126   
ADVANCED FIBER RESPONSE                               ARVADA                                             CO                 80004   
ADVANCED FIBER RESPONSE, INC.                         ARVADA                                             CO                 80004   
ADVANCED TECHNOLOGIES & SERVICES                      WAYNE                                              NJ                 7470    

AEROTECH MECHANICAL                                                                                                                 
 CONTRACTORS INC                                      YOUNGSTOWN                                         OH                 44512   
AEROTEK INK /OPTOINS ONE INC                          COLUMBIA                                           MD                 21046   
AGUIRRE CORPORATION                                   DALLAS                                             TX                 75251   

AIR MASTERS/CSUSA FLORIDA                             TAMPA                                              FL                 33613   
Airport Business Parks                                San Francisco                                      CA              94160-0001 

ALABAMA LINE LOCATION CENTER INC                      BIRMINGHAM                                         AL                 35201   
ALBAN ENGINE POWER SYSTEMS                            ELKRIDGE                                           MD              21075-5398 
ALBERT PLUMBING HEATING & AIR                         SAN MARCOS                                         CA                 92069   

ALEXANDER UTILITY ENGINEERING                         SAN ANTONIO                                        TX              78216-7800 
ALL SEASONS CLEANERS INC                              CLEVELAND                                          OH                 44103   
ALL STAR TELECOM                                      CARMICHAEL                                         CA                 95608   
ALL STAR TELECOM                                      CARMICHAEL                                         CA                 95608   
ALL STAR TELECOM                                      CARMICHAEL                                         CA                 95608   
ALL STAR TELECOM                                      CARMICHAEL                                         CA                 95608   
ALLIED ELECTRIC INC                                   GRAN RAPIDS                                        MI                 49544   
ALLSTAR PERSONNEL (ALL STAR)                          CHARLOTTE                                          NC                 28273   
ALLTECH TECHNOLOGIES LLC                              ASHLAND                                            KY              41105-2558 

ALLTECH TECHNOLOGIES LLC                              ASHLAND                                            KY              41105-2558 

ALLTEL                                                LINCOLN                                            NE              68501-1249 
ALLTEL CORP                                           CHARLOTTE                                          NC                 28270   
ALLTEL INFORMATION SERVICES INC                       TWINSBURG                                          OH                 44087   
ALLTEL INFORMATION SERVICES INC                       TWINSBURG                                          OH                 44087   
ALLWEST SYSTEMS INC                                   DENVER                                             CO                 80216   

ALLWEST SYSTEMS INC                                   DENVER                                             CO                 80216   

ALPINE POWER SYSTEMS                                  COLUMBUS                                           OH                 43213   
ALTA TELECOM                                          DULUTH                                             GA              30096-9409 

AMERICAN APPRAISAL ASSOCIATES                         DENVER                                             CO                 80220   
AMERICAN BUSINESS PERSONNEL SVCS                      CINCINNATI                                         OH                 45246   

AMERICAN EXPRESS                                      Irvine                                             CA                 92612   
AMERICAN EXPRESS TAX & BUSINESS                       WOODLAND HILL                                      CA                 91367   

AMERICAN MANAGEMENT SYSTEMS                           ATLANTA                                            GA                 30392   

AMERICAN MANAGEMENT SYSTEMS                           ATLANTA                                            GA                 30392   

AMERICAN OFFICE PARK                                                                                                                
AMERICAST INDUSTRIES, INC                             Baldwin Park                                       CA                 91706   
AMERICOM                                              POMONA                                             CA                 91767   
AMERICOM ENTERPRISES, INC.                            COLUMBUS                                           OH                 43235   
AMERITECH OHIO                                        COLUMBUS                                           OH              43235-2798 

AMS                                                   ATLANTA                                            GA                 30392   

AMSHER COLLECTIONS                                    BIRMINGHAM                                         AL                 35203   
AMTEVA TECHNOLOGIES, INC.                             GLEN ALLEN                                         VA                 23060   

ANSCO AND ASSOCIATES, INC.                            GREENSBORO                                         NC                 27407   
ANSPACH, BARRY                                        LITTLETON                                          CO                 80121   
APCON NETWORK SOLUTIONS, INC.                         WESTMINSTER                                        CO                 80031   

APEX ASSOCIATES                                       AURORA                                             CO                 80013   
APPLIED INNOVATION                                    DUBLIN                                             OH                 43016   
APPLIED TELECOMMUNICATIONS                            BOSTON                                             MA              02241-3259 
ARC SERVICES                                          ARVADA                                             CO                 80001   
ARCHITECTURE ONE                                      LOVELAND                                           CO                 80538   

ARCHITEL                                              TORONTO                                            ON                M9W6H8   
ARCUS DATA SECURITY                                   DALLAS                                             TX              75391-1862 
ARISS KAHAN DATABASE MARKETING GRP                    DENVER                                             CO                 80231   
ARIZONA PIPELINE CO                                   LOS ANGELES                                        CA              90084-8714 
ARMSTRONG LAING INC                                   ATLANTA                                            GA                 30326   

ARROW ELECTRIC CO, INC                                LOUISVILLE                                         KY              40233-6215 
ARROW ELECTRIC COMPANY, INC.                          LOUISVILLE                                         MO                 40233   
ARROW ELECTRIC CONTRACTORS INC                        LOUISVILLE                                         KY                 40233   
ARROWHEAD CONSULTING COMPANY                          ENGLEWOOD                                          CO                 80112   
ARTHUR ANDERSEN LLP                                   DALLAS                                             TX              75373-0743 
ARTHUR ANDERSEN LLP                                   DALLAS                                             TX              75373-0743 
ASCEND COMMUNICATIONS INC                             WESTFORD                                           MA                 1886    
ASIA INTERNATIONAL (AIC)                              BURNABY                                            BC                V5G 4L6  
ASPECT TELECOMMUNICATIONS CORP                        SAN JOSE                                           CA              95131-2312 
ASPECT TELECOMMUNICATIONS CORP                        SAN JOSE                                           CA              95131-2312 
ASTRAL COMMUNCIATIONS                                 MIAMI                                              FL                 33166   
AT&T                                                  NEW YORK                                           NY              10013-2412 
AT&T                                                  NEW YORK                                           NY              10013-2412 
AT&T                                                  NEW YORK                                           NY              10013-2412 
AT&T CAPITAL CORP                                                                                                                   
                                                      MORRISTOWN                                         NJ              07962-1983 

AT&T GLOBAL NETWORK SERVICES                          SCHAUMBURG                                         IL                 60173   
ATLANTIC AND PACIFIC TELECOM, INC                     SALEM                                              VA                 24153   
ATLANTIC AND PACIFIC TELECOM, INC.                    GROVE CITY                                         OH                 43123   

ATLANTIC CONNECTIONS                                  WORCHESTER                                         MA                 1608    
AUSTIN DATA SYSTEMS                                   AUSTIN                                             TX                 78759   
AUTOMOTIVE RENTALS, INC.                              MT LAUREL                                          NJ                 8054    
AUTOMOTIVE RENTALS, INC.                              MT LAUREL                                          NJ                 8054    
AUTOMOTIVE RESOURCES INTERNATIONAL                                                                                                  
 /AUTOMOTIVE RENTALS INC.                             MT LAUREL                                          NJ                 08054   

AVESTA TECHNOLOGIES INC                               NEW YORK                                           NY                 10006   
AVIS RENT A CAR INC                                   CARLE PLACE                                        NY              11514-0355 
AXIOM TECHNOLOGY, INC.                                CITY OF INDUSTRY                                   CA                 91745   
AXIOM TECHNOLOGY, INC.                                CITY OF INDUSTRY                                   CA                 91745   
AZTEC CABLE AND                                                                                                                     
 COMMUNICATIONS CONTRACTORS                           BERTHOUD                                           CO                 80513   

AZTEC NETWORK COMMUNICATIONS                          HOUSTON                                            TX                 77074   
BACKWEB TECHNOLOGIES                                  SAN JOSE                                           CA                 95110   
BANK ONE ARIZONA,                                                                                                                   
 NA/ARIZONA STATE RETIREMENT                          HOUSTON                                            TX                 77079   

BBN CORP. - DBA:                                                                                                                    
 GTE INTERNETWORKING, INC.                            BURLINGTON                                         MA                 1803    
BDSI INC D/B/A BEECHWOOD                              CLARK                                              NJ                 7066    

BEACON CENTER PARTNERS                                BIRMINGHAM                                         AL                 35203   
BEACON CENTER PARTNERS, LTD.                          BIRMINGHAM                                         AL                         
BEACON CENTER PARTNERS, LTD.                          BIRMINGHAM                                         AL                         
BEACON INVESTMENT CORPORATION                         CHARLOTTE                                          NC                 28231   
BEACON MANAGEMENT COMPANY                             Los Angeles                                        CA                 90024   
BEANS, WILLIAM S. JR                                  ENGLEWOOD                                          CO                 80112   
BECKETT BROWN INTERNATIONAL INC                       DENVER                                             CO                 80222   
BEERMAN REALTY CO.                                                                                                                  
 (B-W LIMITED PARTNERSHIP)                            BIRMINGHAM                                         AL                         
BELL COMMUNICATIONS                                                                                                                 
 RESEARCH INC (BELLCORE)                              RED BANK                                           NJ                 7701    
BELLCORE                                              NEWARK                                             NJ                 7191    
BELLCORE                                              NEWARK                                             NJ                 7191    
BELLSOUTH LONG DISTANCE INC                           ATLANTA                                            GA                 30346   

BELLSOUTH TELECOMMUNICATIONS INC                      BIRMINGHAM                                         AL                 35203   

BERGER & COMPANY                                      DENVER                                             CO                 80202   

Berry Building Partners, LLC                          BIRMINGHAM                                         AL                 35203   
BERTHEL LEWIS ELECTRIC INC                            BROOKFIELD                                         IL                 60513   
BERTHEL LEWIS ELECTRIC, INC.                          BROOKFIELD                                         IL                 60513   
BERWICK ELECTRIC                                      COLORADO SPRINGS                                   CO                 80903   
BERWICK ELECTRIC CO.                                  COLORADO SPRINGS                                   CO                 80903   
BETSCHART ELECTRIC COMPANY, INC.                      OLYMPIA                                            WA                 98501   

BETSHART ELECTRIC COMPANY, INC.                       OLYMPIA                                            WA                 98501   
BETTER COMFORT SYSTEMS INC                            MALDEN                                             MA                 2148    
BILBREY CONSTRUCTION INC                              DAYTON                                             OH              45401-0822 
BILBREY CONSTRUCTION, INC.                            DAYTON                                             OH                 45402   
BIZILLIONS TELECOM                                    DENVER                                             CO                 80202   

BLACK BOX CORPORATION                                 PITTSBURGH                                         PA              15251-7671 
BLACK BOX NETWORK SERVICES OF CHICAGO                 CHICAGO                                            IL                 60616   
BLACK TIE ENTERPRISES                                 GREENSBURG                                         PA              15601-9598 
BLOOMBERG LP                                          NEW YORK                                           NY              10022-1240 
BLUE ADVANTAGE                                        DENVER                                             CO                 80273   
BOARD OF REGENTS OF THE                                                                                                             
 UNIVERSITY OF TEXAS SYSTEM                           AUSTIN                                             TX                 74133   
Bob, L.C.                                             Davenport                                          IA                 52805   
BOLDTECH SYSTEMS, INC.                                DENVER                                             CO                 80202   

BORN INFORMATION SERVICES                             ENGLEWOOD                                          CO                 80111   

BOVIS LEND LEASE INC                                  MORRISTOWN                                         NJ                 7962    
BOWER AND ASSOCIATES                                  FOSTER CITY                                        CA                 94404   
BRADLEY-MORRIS, INC.                                  KENNESAW                                           GA                 30144   

Brazie Family Properties                                                                                                            
(Westminster Financial Corporation)                   Vandalia                                           OH                 45377   
BRD CONSULTING                                        AUSTIN                                             TX                 78728   
BRECK LARSON I                                        ENGLEWOOD                                          CO                 80111   
BRIO TECHNOLOGY INC                                   PALANTINE                                          IL              60055-0866 
BRISTOL SQUARE, INC                                   San Deigo                                          CA              92121-6001 
BROADWING COMMUNICATIONS SVCS                         PHOENIX                                            AZ              85062-9159 
BROOKS INTERNATIONAL                                  DENVER                                             CO                 80204   
BRYAN J. SHELBY PC                                    THE WOODLANDS                                      TX                 77380   
BTECH SYSTEMS INTEGRATORS                             ROCKY RIVER                                        OH                 44116   

B-TECH WIRE & CABLE, INC.                             ROCKY RIVER                                        OH                 44116   

BUCKEYE POWER                                         BLACKLICK                                          OH                 43004   
BUCKEYE POWER SALES CO. INC.                          WEST CHESTER                                       OH                 45069   
BUILDER'S ELECTRICAL                                  EUGEHE                                             OR                 97402   
BUILDER'S ELECTRICAL, INC.                            EUGENE                                             OR                 97402   
BURKE INCORPORATED                                    CINCINNATI                                         OH                 45202   
BURKEEN CONSTRUCTION                                  OLIVE BRANCH                                       TN                 38654   

BURNIP & SIMMS OF TEXAS                               AUSTIN                                             TX                 78767   
BURNIP & SIMMS OF TEXAS                               AUSTIN                                             TX                 78767   
BUSINESS SOLUTIONS INC                                DENVER                                             CO                 80206   
BW ELECTRIC INC                                       COLORADO SPRINGS                                   CO                 80905   
C - SYSTEMS                                           COEUR D'ALENE                                      ID                 83814   
C AND Y ASSOCIATES                                                                                                            0     
C.R. CARNEY ARCHITECTS, INC                           TUSTIN                                             CA                 92680   
CABLCON                                               TROY                                               MI                 48083   
CABLE & WIRELESS COMMUNICATIONS                       VIENNA                                             VA                 22182   
Cable & Wireless Inc                                  Pittsburgh                                         PA              15251-7689 
CABLE TV SERVICE INC.                                                                                                               
 & SOUTH SHORE CABLE                                  BROOK PARK                                         OH                 44142   

CABLE TV SERVICES                                     BROOK PARK                                         OH                 44142   
CABLE TV SERVICES                                     BROOKPARK                                          OH                 44142   
CACTUS INTEGRATION GROUP                              FAIRVIEW VILLAGE                                   PA                 19409   
CACTUS INTEGRATION GROUP                              DENVER                                             CO                 80239   
CAE & ASSOCIATES INC                                  LYNNWOOD                                           WA                 98036   
CAE & ASSOCIATES, INC.                                LYNNWOOD                                           WA                 98036   
CALL SCIENCES                                         EDISON                                             NJ                 8837    

CALLIDUS SOFTWARE INC                                 SAN JOSE                                           CA                 95113   

CAL-TECH INTERNATIONAL TELECOM CORP                   WALNUT CREEK                                       CA                 94596   

CAMBRIDGE TECHNOLOGY PARTNERS                         CAMBRIDGE                                          MA                 2139    
CAP GEMINI AMERICA INC                                PHILADELPHIA                                       PA              19175-9065 

CAP GEMINI AMERICA INC                                PHILADELPHIA                                       PA              19175-9065 

CAP GEMINI AMERICA LLC                                PHILADELPHIA                                       PA              19175-9065 

CAPROCK COMMUNICATIONS/MCCLOUD                        Dallas                                             TX                 75240   
CARAT USA INC                                         SANTA MONICA                                       CA                 90404   
CAREER CONSULTANTS                                    AUSTIN                                             TX                 78731   
CAREER FORUM INC                                      GOLDEN                                             CO                 80401   
CAREERS LTD                                           DALLAS                                             TX              75284-2214 
CARLSON DESIGN CONSTRUCT CORPORATION                                                                                          0     
CAROL ELECTRIC CO INC                                 LOS ALAMITOS                                       CA                 90720   
CARRIER 1, INC.                                       CLIFTON                                            NJ                 7012    
CARTER & BURGESS                                      FORT WORTH                                         TX                 76185   
CASCADE COMMUNICATIONS CORP                           WESTFORD                                           MA                 1886    
CASTLE & COOKE CARRIER HOTELS, LLC                    Orlando                                            FL                 32816   
CASTLE PINES                                          GREENWOOD VILLAGE                                  CO                 80111   
CBT SYSTEMS, USA LIMITED                              REDWOOD CITY                                       CA                 94063   
CENTRAL HEATING & PLUMBING INC                        NEW CASTLE                                         PA                 16101   
CENTRAL HEATING AND PLUMBING, INC.                    NEW CASTLE                                         PA                 16101   
Centrum-Belleview LLC                                 Boulder                                            CO                 80302   
CERTIFIED ASSOCIATES, INC.                            HOUSTON                                            TX                 77098   

CH2M HILL, INC.                                       ENGLEWOOD                                          CO                 80112   

CHA SYSTEMS INC                                       DALLAS                                             TX                 75234   
CHARLES SCHWAB AND COMPANY, INC.                      DENVER                                             CO                 80246   
CHARLES TAYLOR COMMUNICATIONS                         CARLSBAD                                           CA                 92008   
CHARLES TAYLOR COMMUNICATIONS, INC.                   FULLERTON                                          CA                 92633   
CHAT COMMUNICATION SERVICES                           SAN RAFAEL                                         CA                 94901   
CHAT COMMUNICATIONS                                   SAN RAFAEL                                         CA                 94901   
CHOICE OPTIC COMMUNICATIONS, INC.                     AUSTIN                                             TX                 78745   
CHOICE OPTICS COMMUNICATIONS INC                      AUSTIN                                             TX                 78760   
Chrone Real Estate Corporation                        Westfield                                          NJ                 07091   

CIBER INC                                             ENGLEWOOD                                          CO                 80111   

CIBER INC                                             ENGLEWOOD                                          CO                 80111   

CIRCUIT-TRAN CORPORATION                                                                                                            
 AKA PRE-VENTRONICS                                   TUCSON                                             AZ                 85711   
CISCO SYSTEMS                                         ENGLEWOOD                                          CO                 80112   

CISCO SYSTEMS                                         SAN JOSE                                           CA                 95134   

CISCO SYSTEMS CAPITAL CORP.                           SAN JOSE                                           CA                 95134   

CISCO SYSTEMS CAPITAL CORP.                           SAN JOSE                                           CA                 95134   

CISCO SYSTEMS CAPITAL CORP.                           SAN JOSE                                           CA                 95134   

CISCO SYSTEMS INC                                     SAN JOSE                                           CA              95134-1706 

CISCO SYSTEMS, INC.                                   SAN JOSE                                           CA                 95134   

CISCO SYSTEMS, INC.                                   SAN JOSE                                           CA                 95134   

CISCO SYSTEMS, INC.                                   SAN JOSE                                           CA                 95134   

CITRIX                                                ATLANTA                                            GA              31193-1686 
CITY OF BOULDER                                       BOULDER                                            CO                 80302   

CITY OF BOULDER                                       BOULDER                                            CO                 80306   

CITY OF BOULDER                                       BOULDER                                            CO                 80302   

CITY OF CHARLESTON                                    CHARLESTON                                         SC                 29402   

CITY OF CLEVELAND                                     CLEVELAND                                          OH                 44114   

CITY OF DENVER/MILE HI CABLE                          DENVER                                             CO                 80204   

CITY OF GREENVILLE,SC                                                                                                               
CITY OF LONGMONT                                      LONGMONT                                           CO                 80501   

CITY SIGNAL FIBER SERVICES INC.                       STRONGSVILLE                                       OH                 44136   
CITY SIGNAL FIBER SERVICES, INC                       WYOMING                                            MI                 49548   
CLASS ACT TRAINING & CONSULTING                       BROOMFIELD                                         CO                 80021   
CLASS ACT TRAINING & CONSULTING                       BROOMFIELD                                         CO                 80021   
CLEVELAND REAL ESTATE PARTNERS                        Cleveland                                          OH                 44114   
CLEVELAND REAL ESTATE PARTNERS                        CLEVELAND                                          OH                         
Cliff Preston                                         Pleasanton                                         CA                 94566   

CMACAO                                                COLUMBUS                                           OH                 43215   
CMS ELECTRICAL SERVICE CO                             NEW YORK                                           NY              10020-1295 
CMS ELECTRICAL SERVICES INC                           NEW YORK                                           NY              10020-1295 
COLONIAL AIR CONDITIONING COMPANY                     BLOOMFIELD                                         CT                 6002    
COLORADO SEMINARY, UNIVERSITY OF DENVER               DENVER                                             CO                 80208   
COLORADO TELE-EQUIPMENT COMPANY (CTEC)                AURORA                                             CO                 80015   
COMDISCO INC                                          ROSEMONT                                           IL                 60018   
COMDISCO INC                                          ROSEMONT                                           IL                 60018   
COMDISCO INC                                          ROSEMONT                                           IL                 60018   
COMDISCO INC                                          ROSEMONT                                           IL                 60018   
COMFORT SYSTEMS USA, FLORIDA                          TAMPA                                              FL                 33613   
COMMERCIAL REALTY GROUP, INC                          MEMPHIS                                            TN                 38119   
COMMS PEOPLE INC                                      WAKEFIELD                                          MA                 1880    
COMMUNICATION LINK, INC.                              LENEXA                                             KS                 66215   
COMMUNICATION TECHNICAL SYSTEMS INC                   ROSWELL                                            GA                 30076   

COMMUNICATIONS RESOURCES                                                                                                            
 INTERNATIONAL, INC.                                  GREENWOOD VILLAGE                                  CO                 80112   
COMMUNICATIONS SUPPLY CORP                            CHICAGO                                            IL                 60674   

COMMUNICATIONS TEST DESIGN, INC.                      WEST CHESTER                                       PA                 19380   
COMNEX INTERNATIONAL                                  DELRAY BEACH                                       FL                 33215   

COMPATIBLE COMMUNICATION SYSTEMS                      LOUISVILLE                                         KY                 40207   
COMPLETE COMMUNICATIONS SYSTEMS                       BIRMINGHAM                                         AL                 35243   
COMPLUS                                               DALLAS                                             TX              75284-4480 
COMPUTER HORIZONS CORPORATION                         MOUNTAIN LAKES                                     NJ              07046-1495 
COMPUTER ROOM DESIGN CORPORATION                      CLEVELAND                                          OH                 44107   
COMPUWARE CORPORATION                                 FARMINGTON HILLS                                   MI              48334-2564 
COMTEL SYSTEMS TECHNOLOGY INC                         SANTA CLARA                                        CA                 95050   
CONCORD ATLANTIC ENGINEERS                            WEST ATLANTIC CITY                                 NJ                 8232    

CONLEY EQUIPMENT COMPANY                              DENVER                                             CO              80248-1950 
Consolidated Assets Company                           Los Angeles                                        CA                 90020   
CONSOLIDATED COMMUNICATIONS                           MATTOON                                            IL                 61938   

CONSOLIDATED CRANE & RIGGING, LTD                     HOUSTON                                            TX                 77087   
CONVERGENT COMMUNICATIONS INC                         WORTHINGTON                                        OH                 43085   
CONVERGENT COMMUNICATIONS INC                         WORTHINGTON                                        OH                 43085   
CONVERGENT COMMUNICATIONS INC                         WORTHINGTON                                        OH                 43085   
COOK PAVING & CONSTRUCTION                            BROOKLYN                                           OH                 44130   

COOPER RIBNER CORPORATION, THE                        LAKEWOOD                                           CO                 80215   
COPPER MOUNTAIN NETWORKS INC                          SAN DIEGO                                          CA              92121-4238 

COPPER MOUNTAIN NETWORKS INC                          SAN DIEGO                                          CA              92121-4238 

COPPERCOM                                             SANTA CLARA                                        CA                 95054   
CORENET SERVICES, INC.                                NORCROSS                                           GA                 30092   
CORETECH CONSULTING GROUP, INC.                       ENGLEWOOD                                          CO                 80111   

CORPORATE REAL ESTATE SERVICES, INC                   WEST LONG BRANCH                                   NJ                 7764    
COSTA SOUTHWEST                                       DALLAS                                             TX                 75240   
COVAD COMMUNICATIONS CO.                              SANTA CLARA                                        CA                 94050   
COVAD COMMUNICATIONS GROUP                            SANTA CLARA                                        CA                 95050   
COVAD NATIONAL                                        ATLANTA                                            GA                 30341   
COVERALL CLEANING CONCEPTS                            DUBLIN                                             OH                 43017   
COWIN FIBER OPTIC SERVICES, INC.                      WELLINGTON                                         FL                 33414   
CPUI CORPORATION                                      DENVER                                             CO                 80202   
CRANSTON, TIMOTHY M                                   CASTLE ROCK                                        CO                 80104   
CROCE ELECTRIC CO INC                                 EVERETT                                            MA                 2149    
CROCE ELECTRIC COMPANY INC.                           EVERTT                                             MA                 2149    
CROWN FIBER COMMUNICATIONS                            NORCROSS                                           GA                 30093   
CROWN FIBER COMMUNICATIONS, INC.                      NORCROSS                                           GA                 30093   
CROY M ETLING-SOFTWARE ARCHITECTS, INC                IRVING                                             CA                 75039   

CSG SYSTEMS, INC.                                     ENGLEWOOD                                          CO                 80111   

CSI COMMUNICATION SERVICES, INC.                      MARSHVILLE                                         NC                 28103   
CSI CORPORATION                                       ENGLEWOOD                                          CO                 80112   

CTC Illinois Trust Company as                                                                                                       
 Trustee for Agents Pension Plan                      Northbrook                                         IL                 60062   
CTC ILLINOIS TRUST COMPANY AS                                                                                                       
 TRUSTEE FOR AGENTS PENSION PLAN                      Columbus                                           OH                         
CULVER PERSONNEL SERVICES                             SAN DIEGO                                          CA                 92121   
CURRENT ANALYSIS                                      FAIRFAX                                            VA                 22030   

CUSTOM POWER SERVICES, INC.                           ROXBURY                                            PA                 17251   
CUSTOMER COMM                                         COLUMBUS                                           OH                 43235   
CUYAHOGA FALLS PUBLIC SCHOOLS                         CUYAHOGA FALLS                                     OH                 44221   
CW FENTRESS JH BRADBURN                                                                                                             
 AND ASSOCIATES, PC                                   DENVER                                             CO                 80203   
CYGENT INC                                            SAN FRANCISCO                                      CA                 94103   
CYRAS SYSTEMS, INC.                                   FREMONT                                            CA                 94538   
D.E.A. CONSTRUCTION COMPANY                           COMMERCE CITY                                      CO                 80022   
DANA COMMERCIAL CREDIT CORP                           TOLEDO                                             OH                 43607   
DANA COMMERCIAL CREDIT CORP                           TOLEDO                                             OH                 43607   
DANELLA CONSTRUCTION CORP OF COLO                     AURORA                                             CO                 80011   
DANELLA CONSTRUCTION CORP. OF COLORADO                AURORA                                             CO                 80011   
DANIEL J. EDELMAN, INC.                               CHICAGO                                            IL                 60601   

DANIELS AND PATTERSON                                                                                                               
 CORPORATE SEARCH, INC.                               DENVER                                             CO                 80218   
DANIS BUILDING CONSTRUCTION COMPANY                   DAYTON                                             OH                 45405   
DASIA.NET                                             INDIAN TRAIL                                       NC                 28079   
DATA PROCESSING RESOURCES CORP.                       NEWPORT BEACH                                      CA                 92660   

DAVID GINN DBA CONTROLLED                                                                                                           
 MAINTENANCE SYSTEMS                                  BIRMINGHAM                                         AL                 35238   
DAWN TECHNOLOGIES INC                                 LITTLETON                                          CO                 80122   
DAWSON PERSONNEL SYSTEMS                              CANAL WINCHESTER                                   OH                 43110   
DAYTON NETWORK ACCESS COMPANY, THE                    DAYTON                                             OH                 45402   
DEA CONSTRUCTION COMPANY                              COMMERCE CITY                                      CO                 80022   
DEBUSK ELECTRIC INC.                                  AUSTIN                                             TX                 78744   
DEBUSK ELECTRIC, INC                                  AUSTIN                                             TX                 78760   
DELOITTE & TOUCHE TAX TECH LLC                        CHICAGO                                            IL              60694-5546 
DELTA AIR LINES                                       ATLANTA                                            GA                 30320   

DENNIS K BURKE                                        CHELSEA                                            MA                 2150    

DEPLOY COMMUNICATIONS, INC                            WYOMING                                            IL                 61491   
DIAL TONE SERVICES                                    YUCCA VALLEY                                       CA                 92284   
DIAMONDBACK INTERNATIONAL INC                         RICHARDSON                                         TX                 75081   

DIAMONDBACK INTERNATIONAL INC                         RICHARDSON                                         TX              75082-4415 
DISCOUNT AIR COND. & HEATING, INC.                    LAS VEGAS                                          NV                 89104   
DISCOUNT AIR CONDITIONING                                                                                                           
 AND HEATING, INC.                                    LASVEGAS                                           NV                 89104   
DIVCO, INC.                                           SPOKANE                                            WA                 99220   

DIVCO, INC.                                           SPOKANE                                            WA                 99220   
DMR CONSULTING                                        EDISON                                             NJ                 8837    
DOMINO PARTNERS                                       LOUISVILLE                                         KY                 40202   
DOMINO PARTNERS                                       LOUISVILLE                                         KY                 40202   
DOMINO PARTNERS                                       LOUISVILLE                                         MO                 40202   
DOUBRAVA MAINTENANCE, INC.                            CORPUS CHRISTI                                     TX                 78410   
Doug Faulk                                            REDONDO BEACH                                      CA                 90277   
DPI USER GROUP                                        HOUSTON                                            MN                 55943   
DPRC                                                  Englewood                                          CO                 80111   
Dragon Building, LLC                                  Denver                                             CO                 80210   

DRAKE CONTRACTORS, INC.                               WHEAT RIDGE                                        CO                 80033   
DRAKE CONTRACTORS, INC.                               WHEAT RIDGE                                        CO                 80033   
DSI TECHNOLOGY ESCROW SVCS                            SAN DIEGO                                          CA                 92123   

DUANE EVANS-PARKER -                                                                                                                
 BORN INFORMATION SERVICE                                                                                                     0     
East County Internet Services                         ANTIOCH                                            CA                         
EASTERN REASEARCH, INC.                               MOORESTOWN                                         NJ                 8057    
EDP RECRUITING SERVICES INC                           ENGLEWOOD                                          CO                 80111   
EF&I SERVICES COMPANY                                 SANTA CARLA                                        CA                 95054   
EGLOBE, INC.                                          DENVER                                             CO                 80222   
EINHEIT ELECTRIC CONSTRUCTION CO                      NORTH ROYALTON                                     OH                 44133   
EIR ELECTRIC                                          BATTLEGROUND                                       WA                 98604   
ELECTRIC LIGHTWAVE                                    PORTLAND                                           OR                 97208   
ELECTRIC LIGHTWAVE                                    PORTLAND                                           OR                 97208   
ELECTRONIC SEARCH INC. (ESI)                          ROLLING MEADOWS                                    IL                 60008   

ELITE PERSONNEL                                       CLEVELAND                                          OH                 44113   
ELKA MANAGEMENT                                       CONCORD                                            CA                         
Ely Park Investors                                    Elyria                                             OH                 44035   
EMC CORPORATION                                       HOPKINTON                                          MA              01748-9103 
EMPLOYEE ASSISTANCE                                   DENVER                                             CO                 80202   
EMPLOYEE INFORMATION SERVICES                         LAKEWOOD                                           CO                 80215   

ENCOMPASS NATIONAL ACCOUNTS GROUP, INC.               DENVER                                             CO                 80231   
ENERGY PRODUCTS & SERVICES                            TROY                                               MI                 48083   
ENERGY PRODUCTS & SERVICES, INC                       TROY                                               MI                 48083   
ENTERPRISE STORAGE COMPANY                            HOPKINTON                                          MA              01748-9103 
ENVIRONMENTAL MITIGATION GROUP (EMG)                  AKRON                                              OH                 44311   
ENVIROSAFE SERVICES OF OHIO, INC                      HORSHAM                                            PA                 19044   
EOT                                                   Austin                                             TX                 78759   

EQUAL NET CORP (EQUALNET)                             HOUSTON                                            TX                 77079   
EQUINIX                                               REDWOOD CITY                                       CA                 94063   

ERICSSON ENTERPRISES                                  NORTH CAROLINA                                     NC                 27709   
ERVIN CABLE CONSTRUCTION                              BIRMINGHAM                                         AL                 35244   
ERVIN CABLE CONSTRUCTION INC.                         STURGIS                                            KY                 42459   

ERVIN CABLE CONSTRUCTION, INC.                        STURGIS                                            KY                 42459   

ESI INTERNATIONAL                                     ARLINGTON                                          VA                 22203   
EUROSOFT INC.                                         AUSTIN                                             TX                 78746   

EVERETT & O'BRIEN                                     HOUSTON                                            TX              77019-3616 
EVERGREEN SPECIALTY COMPANY                           DENVER                                             CO                 80205   
EVERGREEN STATE SHEET METAL                           EVERETT                                            WA                 98201   
EVERGREEN STATE SHEET METAL INC                       EVERETT                                            WA                 98201   
EXCESS, INC./P.C.S.E.                                 BLOOMINGTON                                        MN                 55431   
EXCHANGE APPLICATIONS INC                             BOSTON                                             MA                 2111    

EXECUTIVE SOLUTIONS/MUTUAL BENEFIT                    ENGLEWOOD                                          CO                 80046   
FASTECH, INC. (CUSTOM POWER SERVICES)                 ROXBURY                                            PA                 17251   
FBS COMMUNICATIONS, L.P.                              SAN ANTONIO                                        TX              78209-1626 
FIBER PROTECTION SYSTEMS                              AURORA                                             CO                 80012   
FIBERLINK TELECOM GROUP                               NORTH HOLLYWOOD                                    CA                 91601   
FIBERNET TELECOM GROUP, INC.                          NEW YORK                                           NY                 10022   
FIBERSPAN COMMUNICATIONS CORP.                        GOLDEN                                             CO                 80401   
FIBERSPAN COMMUNICATIONS CORP.                        GOLDEN                                             CO                 80401   
FIBEX SYSTEMS                                         PETALUMA                                           CA                 94954   
Fifth Ave Professional Center                         San Diego                                          CA                 92122   

FINZER IMAGING SYSTEMS                                DENVER                                             CO                 80239   
First Carroll Partners, LP                            Englewood                                          CO                 80111   
First Carroll Partners, LP                            Englewood                                          CO                 80111   
First Interstate Tower, CA Joint Venture              Los Angeles                                        CA                 90017   
FIRST LAYER COMMUNICATIONS, INC                       OVERLAND PARK                                      KS                 66221   
FIRST NATIONAL BANK                                   EAST LIVERPOOL                                     OH                 43920   
FIRST RESOURCE                                        LITTLETON                                          CO                 80120   
FIRST RESOURCES INC                                   LITTLETON                                          CO                 80120   
FIRST SOUTH UTILITY CONSTRUCTION, INC.                GREENSBORO                                         NC                 27406   
Fisbo of New Jersey, LLC                              Perth Amboy                                        NJ                 08861   

FISHEL COMPANY                                        COLUMBUS                                           OH                 43228   
FISHEL COMPANY, THE                                   NASHVILLE                                          TN                 37218   
FIVE STAR ELECTRIC CORP                               OZONE PARK                                         NY                 11416   
FIVE STAR TELECOM/A&N (A AND N)                       LOS ANGELES                                        CA                 90017   
FIVE-O ELECTRIC                                       ANTIOCH                                            CA                 94509   
FLIGHT LINE SERVICE AND SUPPORT GROUP                 SPOKANE                                            WA                 99223   
FLIGHTLINE SERVICE & SUPPORT GROUP                    SPOKANE                                            WA                 99223   
FLYNT AND KALLENBERGER                                TULSA                                              OK                 74133   
FOCAL COMMUNICATIONS CORP OF IL                       CHICAGO                                            IL              60674-3546 
FORSYTHE MCAUTHUR                                     SKOKIE                                             IL                 60077   
FOX COMMUNICATIONS                                    BELLEVUE                                           WA                 98005   
FRANKLIN COVEY CLIENT SALES                           SALT LAKE CITY                                    UTAH                        
FRONTIER COMMUNICATIONS                               ROCHESTER                                          NY                 14692   
FULCRUM TECHNOLOGIES                                  SEATTLE                                            WA                 98019   
FULCRUM TECHNOLOGIES                                  SEATTLE                                            WA                 98019   
FUTURE COMMUNICATIONS                                 MABLETON                                           GA              30059-5115 
FUTURE COMMUNICATIONS INC                             MABLETON                                           GA                 30126   
GAMMA TELECOM INTERNATIONAL                           NEW YORK                                           NY                 10013   
GAPWARE SOLUTIONS                                     HOUSTON                                            TX                 77095   
GCI GAILCOMM, INC.                                    TERRELL                                            TX                 75161   
GCI TELECOM SERVICES                                  TERRELL                                            TX                 75161   
GE CAPITAL                                            PASADENA                                           CA              91110-0270 
GERARD ELECTRIC, INC                                  CONVERSE                                           TX                 78109   
GIBSON ELECTRIC CO. INC.                              OAK BROOK                                          IL                 60523   
GIBSON ELECTRIC COMPANY                               OAK BROOK                                          IL                 60523   
GIC INC.                                              MARIETTA                                           GA                 30062   
GLA INTERNATIONAL                                     ST LOUIS                                           MO              63160-0467 
GLA NETWORK TECHNOLOGIES INC                          O'FALLON                                           KS                 63366   
GLENAYRE ELECTRONICS INC                              CHARLOTTE                                          NC                 28209   
GLENAYRE ELECTRONICS INC                              CHARLOTTE                                          NC                 28209   
GLENAYRE ELECTRONICS INC                              CHARLOTTE                                          NC                 28209   
GLENAYRE ELECTRONICS INC                              CHARLOTTE                                          NC                 28209   
GLOBAL EXCHANGE                                       MANASSAS                                           VA                 20109   
GLOBAL NAPS INC                                       NORWOOD                                            MA                 2062    
GLT, INC                                              DAYTON                                             OH                 45414   
GM CONSTRUCTION                                       SAN JOSE                                           CA                 95123   
GM CONSTRUCTION                                       SAN JOSE                                           CA                 95123   
GO CONCEPTS, INC.                                     LEBANON                                            OH                 45036   
GO TELECOM, INC.                                      MEDINA                                             OH                 44258   
GOLDEN GAMING CARD CORPORATION, THE                   LA                                                 CA                 90025   
GOTELCOM, INC                                         MEDINA                                             OH                 44258   
GPD ASSOCIATES                                        AKRON                                              OH                 44311   
GREENS AT INVERNESS PARTNERS LP,                                                                                                    
 THE/ DIA Plaza Partners,LLC                          Denver                                             CO                 80239   
GROPP ELECTRIC INC                                    SPOKANE                                            WA                 99202   
GROPP ELECTRIC, INC.                                  SPOKANE                                            WA                 99202   
GROUND ENGINEERING CONSULTANTS                        COMMERCE CITY                                      CO              80022-1834 
GROUP V                                               LITTLE ROCK                                        AR                 72201   
GTE INTERNETWORKING                                   CAMBRIDGE                                          MA                 2138    
H&F CONSULTING LLC                                    MONUMENT                                           CO              80132-1668 
HACKNEY ELECTRIC INC                                  IRVINE                                             CA                 92618   
HADJI & ASSOCIATES INC                                DENVER                                             CO                 80111   
HALL KINION & ASSOCIATES                              SAN JOSE                                           CA              95161-9078 
HALL KINION & ASSOCIATES                              SAN JOSE                                           CA              95161-9078 
HAMRICK AIR CONDITIONING AND HEATING, INC.            PENSACOLA                                          FL                 32505   
HATTON INDUSTRIES INC                                 GREELEY                                            CO                 80631   
HATTON INDUSTRIES, INC.                               GREELEY                                            CO                 80631   
HCB CONTRACTORS                                       SAN ANTONIO                                        TX              78229-0450 

HCI, INC.                                             MIRA LOMA                                          CA                 91752   
HEALTHBREAK, INC                                      HIGHLANDS RANCH                                    CO                 80216   
HEKIMIAN LABORATORIES LTD                             PHILADELPHIA                                       PA              19178-5295 
HEKIMIAN LABORATORIES, INC.                           ENGLEWOOD                                          CO                 80112   

HELI FLITE, INC                                       CORONA                                             CA                 92880   
HELI-FLITE, INC.                                      CORONA                                             CA                 92880   
HEMMER & ASSOCIATES, INC.                             CASTLE ROCK                                        CO                 80104   
HENKELS & MCCOY & DAYTON                              PATASKALA                                          OH                 43062   
HENKELS & MCCOY INC                                   PATASKALA                                          OH                 43062   
HERBST, HARRY                                         GREENWOOD VILLAGE                                  CO                 80121   
HERMAN WEISSKER                                       BLOOMINGTON                                        CA                 92316   
HERMAN WEISSKER INC.                                  BLOOMINGTON                                        CA                 92316   
HEWLETT PACKARD CO                                    ROSEVILLE                                          CA              95747-5516 
HEWLETT PACKARD CO                                    ROSEVILLE                                          CA              95747-5516 
HEWLETT PACKARD COMPANY                               FT. COLLINS                                        CO              80528-9599 
HIGH BANDWIDTH, INC.                                  PENSACOLA                                          FL                 32501   
HIGHPOINT TELECOMMUNICATIONS INC.                     MT. VIEW                                           CA                 94043   
Highwoods Forsyth, LP                                 Charlotte                                          NC                 28217   
Highwoods Forsyth, LP                                 Charlotte                                          NC                 28217   
Highwoods Forsyth, LP                                 Charlotte                                          NC                 28217   
Highwoods Forsyth, LP                                 Charlotte                                          NC                 28217   
Highwoods Forsyth, LP                                 Charlotte                                          NC                 28217   
Highwoods Forsyth, LP                                 Charlotte                                          NC                 28217   
Highwoods Forsyth, LP                                 Charlotte                                          NC                 28217   
HILLCOM & ELECTRIC                                    SANTA CLARA                                        CA                 95054   
HIRE.COM                                              AUSTIN                                             TX                 78704   
HOLBROOK SERVICE, INC.                                COLORADO  SPRINGS                                  CO                 80907   
HOLBROOK SERVICES                                     SALT LAKE CITY                                     UT                 84116   
HOLT COMPANY OF OHIO                                  COLUMBUS                                           OH                 43228   
HORACE WARD                                           AURORA                                             CO                 80014   
HOTJOBS.COM, LTD.                                     NEW YORK                                           NY                 10001   
HOWARD GROUP, THE                                     OVERLAND PARK                                      KS                 66210   
HR OPTIONS                                            COLUMBUS                                           OH                 43221   
HR PLUS                                               EVERGREEN                                          CO                 80439   
HREASY, INC                                           CHARLOTTE                                          NC                 28201   
HUGH O'KANE DATACOM, INC.                             NEW YORK                                           NY                 10013   
HUGH O'KANE ELECTRIC CO., LLC                         NEW YORK                                           NY                 10013   
HUNT BUILDERS CORPORATION                             CINCINNATI                                         OH              45202-4108 
HUNT BUILDERS CORPORATION                             CINCINNATI                                         OH              45202-4108 
HURTADO, DAVID                                        ENGLEWOOD                                          CO                 80112   
HUTTON COMPANY INC, THE                               FAIRPORT                                           NY                 14450   
Hyperion                                              STAMFORD                                           CT                 06902   
HYPERION SOFTWARE CORP                                NEWARK                                             NJ              07195-2054 
IBM CORPORATION                                       DENVER                                             CO                 80237   
IBM CORPORATION                                       BEAVERTON                                          OR                 97006   
IBM CORPORATION                                       DENVER                                             CO                 80237   
IBM CORPORATION                                       DENVER                                             CO                 80237   
IBS CONVERSIONS, INC.                                 OAKBROOK                                           WA                 98497   
ICG TELECOM GROUP INC                                 ENGLEWOOD                                          CO                 80112   
ICWU BUILDING CORPORATION                             Akron                                              OH                 44313   
IDEAL ENGINEERING                                     AUSTON                                             TX                 78754   
IDEAL SERVICE CO, THE                                 HOUSTON                                            TX                 77074   
IDEAL SERVICES, INC.                                  HOUSTON                                            TX                 77015   
I-LINE                                                ST. LOUIS                                          MO                 63102   
IN BUILDING SYSTEMS CORPORATION                       SAN DIEGO                                          CA                 92037   
Inco Company                                          Long Beach                                         CA                 90804   
INDUSTRIAL POWER SYSTEMS                              AURORA                                             CO                 80010   
INDUSTRIAL POWER SYSTEMS                              AURORA                                             CO                 80010   
INFORMATION PARTNERS, INC.                            AURORA                                             CO                 80014   
INGALLS POWER                                         ENCINITAS                                          CA                 92024   
INGALLS POWER PRODUCTS                                ENCINITAS                                          CA                 92024   
INGLETT & STUBBS INC                                  ATLANTA                                            GA                 30318   
INGLETT AND STUBBS, INC.                              ATLANTA                                            GA                 30318   
INGRAM MICRO INC                                      SAN FRANCISCO                                      CA              94160-2452 
INKTOMI CORP.                                         SAN MATEO                                          CA                 94403   
INNOVATIVE ECONOMIC SOLUTIONS                         ENGLEWOOD                                          CO                 80112   
INNOVATIVE ECONOMIC SOLUTIONS                         ENGLEWOOD                                          CO                 80112   
INTEGRATED CLEANING SOLUTIONS                         SAN FRANCISCO                                      CA                 94110   
INTEGRATION SERVICES INTERNATIONAL (ISI)              FT. LAUDERDALE                                     FL                 33309   
INTELITECH EMPLOYMENT SERVICES                        PEDONDO BEACH                                      CA                 90277   
INTELLIGENCE DATA INC                                 CHICAGO                                            IL                 60693   
INTELLIQUEST INFORMATION GROUP INC                    AUSTIN                                             TX                 78746   
INTERACT COMMERCE CORP (ENACT)                        SCOTTSDALE                                         AZ                 85258   
INTERACTIVE BUSINESS SYSTEMS INC                      LAKEWOOD                                           CO                 80228   
INTERACTIVE BUSINESS SYSTEMS INC                      LAKEWOOD                                           CO                 80228   
INTERFACE SECURITY SYSTEMS, L.L.C.                    HOUSTON                                            TX                 77092   
INTERMEDIA COMMUNICATIONS                             TAMPA                                              FL              33647 1752 
INTERNATIONAL BUSINESS MACHINES                       DENVER                                             CO                 80237   
INTERNATIONAL CRUISE & FERRY ADVERTISING              LONDON, EC4V5EX                                 ENGLAND                       
International Properties                              Euclid                                             OH                 44123   
INTERNET COMMUNICATIONS CORP                          DENVER                                             CO              80291-0710 
INTERNETSTREET SERVICES, INC.                         BOULDER CREEK                                      CA                 95006   
INVERNESS PROPERTIES INC                              ENGLEWOOD                                          CO                 80112   

IPVERSE                                               SCOTTSDALE                                         AZ                 85260   
IQUEST SOLUTIONS                                      NORCROSS                                           GA                 30071   
IRISH COMMUNICATION CO                                SACRAMENTO                                         CA                 95828   
IRISH COMMUNICATION COMPANY                           ROSEMEAD                                           CA                 91770   
IRISH CONSTRUCTION                                    ROSEMEAD                                           CA                 91770   

IRISH CONSTRUCTION                                    ROSEMEAD                                           CA                 91770   
IRISH CONSTRUCTION                                    ROSEMEAD                                           CA                 91770   
ISEC INC                                              ENGLEWOOD                                          CO                 80112   
ISEC, INC.                                            ENGLEWOOD                                          CO                 80112   
ITXC CORPORATION                                      PRINCETON                                          NJ                 8540    
IXC CARRIER GROUP INC A/K/A BROADWING                 AUSTIN                                             TX                 78746   
J Russell Price Lane P Smith                          Tallahassee                                        FL                 32303   
J.E. RICHARDS, INC.                                   BELTSVILLE                                         MD                 20705   
J.SHELBY BRYAN                                        NEW YORK                                           NY                 10022   
J.SHELBY BRYAN                                        NEW YORK                                           NY                 10022   
J.SHELBY BRYAN                                        NEW YORK                                           NY                 10022   
J.SHELBY BRYAN                                        NEW YORK                                           NY                 10022   
J.SHELBY BRYAN                                        NEW YORK                                           NY                 10022   
J.SHELBY BRYAN                                        NEW YORK                                           NY                 10022   

J.SHELBY BRYAN                                        NEW YORK                                           NY                 10022   
J.SHELBY BRYAN                                        NEW YORK                                           NY                 10022   

J.SHELBY BRYAN                                        NEW YORK                                           NY                 10022   
J.SHELBY BRYAN                                        NEW YORK                                           NY                 10022   
JAD PROPERTIES, LLC                                   Denver                                             CO                 80222   
JAPAN TELECOM AMERICA, INC                                                                                                          
 DBA ITJ AMERICA INC                                  SAN JOSE                                           CA                 95113   

JAYTEL INC.                                           MANSFIELD                                          OH                 44904   

JAYTEL, INC.                                          MANSFIELD                                          OH                 44904   
JB BROWN & ASSOCIATES                                 CLEVELAND                                          OH                 44113   
JE RICHARDS, INC.                                     BELTSVILLE                                         MD                 20705   
JENSEN ASSOCIATES                                     SAN FRANCISCO                                      CA                 94104   

JH SNYDER COMPANY                                     Los Angeles                                        CA                 90038   
JLW & ASSOC CAREER PLACEMENT LLC                      CITRUS HEIGHTS                                     CA                 95610   
JM CABLE CORPORATION                                  ERIE                                               CO                 80516   
JM CABLE CORPORATION                                  ERIE                                               CO                 80516   
JM CONSULTING GROUP, INC.                             GOLETA                                             CA                 93117   
JM CONSULTING GROUP, INC.                             GOLETA                                             CA              93117-5551 
JNB TELECOM, INC.                                     CARLSBAD                                           CA                 92008   
JO FERGUSON (CALGARY GROUP)                           AURORA                                             CO                 80014   
JOHN J KIRLIN INC                                     ROCKVILLE                                          MD                 20850   
JOHN J. KIRLIN, INC, MECHANICAL SVCS DIV.             ROCKVILLE                                          MD                 20850   
JOHNSTONWELLS                                         DENVER                                             CO                 80202   

JONES LANG LASALLE MGT SERVICES                       DENVER                                             CO                 80237   
JOSEPH PROPERTIES LP                                  Louisville                                         KY                 40299   
JUMP POINT COMMUNICATIONS, INC                        AUSTIN                                             TX                 78729   
K&M BACKHOE SERVICES, INC.                            CATOOSA                                            OK                 74015   
K-1 FIBER OPTIC CONSTRUCTION                          NEW CONCORD                                        OH                 43762   
KASTLE ELECTRIC                                       DAYTON                                             OH                 45401   
KASTLE ELECTRIC COMPANY                               DAYTON                                             OH                 45410   
KATHMAN ELECTRIC                                      CLEVES                                             OH                 45002   
KATHMAN ELECTRIC CO INC                               CLEVES                                             OH                 45002   
KELLY LOCATE SERVICES                                                                                                         0     
KELLY SERVICES INC                                    PHILADELPHIA                                       PA              19182-0405 
KENTRON CORP                                          DENVER                                             CO                 80210   
K-I FIBER OPTIC CONSTRUCTION                          NEW CONCORD                                        OH                 43762   
King Management Company                               Beachwood                                          OH                 44122   

KNIPPLE, WENDY                                        DENVER                                             CO                 80227   

KNOX LARUE SEPARATE PROPERTY TRUST                    STOCKTON                                           CA                 95206   
KOSSEN EQUIPMENT                                      JACKSON                                            MS                 39284   
L.K. JORDAN AND ASSOCIATES                            CORPUS CHRISTI                                     TX                 78411   
LADD ENGINEERING ASSOCIATES, INC.                     NICHOLASVILLE                                      MO                 40356   
LAEK & ASSOCIATES INC                                 GALION                                             OH                 44833   
LAEK & ASSOCIATES, INC.                               GALION                                             OH                 44833   
LAIBE ELECTRIC CO. ELECTRICAL CONTRACTORS             TOLEDO                                             OH                 43607   
LAMBCO ENGINEERING INC                                SANTA ANA                                          CA                 92701   
LAMBERT CONSULTING GROUP INC                          DUBLIN                                             OH                 43017   
LAMCO ENGINEERING, INC.                               SANTA ANA                                          CA                 92701   
LAMCO ENGINEERING, INC.                               SANTA ANA                                          CA                 92701   
LANSET AMERICA CORPORATION                            SACRAMENTO                                         CA                 95841   
LANSET COMMUNICATIONS                                 SACRAMENTO                                         CA                 95841   
LARRY CADY - SOURCE SERVICES                          ENGLEWOOD                                          CO                 80111   

LASER DATA SERVICES INC                               ENGLEWOOD                                          CO                 80111   
LASER DATA SERVICES INC                               ENGLEWOOD                                          CO                 80111   
LATITUDE COMMUNICATIONS                               SANTA CLARA                                        CA                 95454   
LAUGHLIN & ASSOCIATES                                 CINCINNATI                                         OH                 45246   
LAVINE AND ASSOCIATES                                 LAGUNA HILLS                                       CA                 92653   
LAZER ENERGY CO INC                                   HOUSTON                                            TX                 77234   
LDI SOLUTIONS, INC                                    SAN FRANCISCO                                      CA                 94105   
LDI SOLUTIONS, INC                                    SAN FRANCISCO                                      CA                 94105   
Leader Mortgage Company                               Woodmore                                           OH                 44122   
LEE COMPANY                                           NASHVILLE                                          TN              37241-0405 
Lend Lease AAF                                        Newark                                             NJ              07193-5416 

LEVEL 3 COMMUNICATIONS                                WEEHAUKEN                                          NJ                 7987    
LEVEL 3 COMMUNICATIONS                                WEEHAUKEN                                          NJ                 7987    
LEVEL 3 COMMUNICATIONS                                WEEHAUKEN                                          NJ                 7987    

LEVEL 3 COMMUNICATIONS LLC                            WESTMINSTER                                        CO                 80021   
LEWAN AND ASSOCIATES                                                                                   DENVER                CO     
LEXENT SERVICES, INC.                                 NEW YORK                                           NY                 10004   
LG&E HOME SERVICES INC                                LOUISVILLE                                         KY                 40202   

LIFE MASTERY INSTITUTE                                DENVER                                             CO                 80206   
LIFE MASTERY INSTITUTE                                DENVER                                             CO                 80206   
LIGHTHOUSE TECHNOLOGIES INC                           MONUMENT                                           CO                 80132   
LIGHTHOUSE TECHNOLOGIES INC                           MONUMENT                                           CO                 80132   
Lincoln Property Company                              Dallas                                             TX                 75208   
LINKATEL/COPLEY                                       CARLSBAD                                           CA                 92008   
LION'S TIME                                           GRANADA HILLS                                      CA                 91397   
Lipkin Enterprises, Ltd.                              Henderson                                          NV                 89014   

Live Oaks Island Properties, LLC                      Atlanta                                            GA                 30341   

LOCKHEED MARTIN                                       TARRYTOWN                                          NY                 10591   
LOUIS KALISKI, INC.                                   SAN FRANCISCO                                      CA                 94111   
LUCENT TECHNOLOGIES                                   NORCROSS                                           GA                 30093   

LUCENT TECHNOLOGIES                                   NORCROSS                                           GA                 30093   

LUCENT TECHNOLOGIES                                   NORCROSS                                           GA                 30093   

LUCENT TECHNOLOGIES                                   ENGLEWOOD                                          CO                 80111   

LUCENT TECHNOLOGIES                                   NORCROSS                                           GA                 30093   

LUCENT TECHNOLOGIES INC                               MORRISTOWN                                         NJ                 7960    
LUCENT TECHNOLOGIES INC                               MCLEANSVILLE                                       NC                 27301   

LUCENT TECHNOLOGIES INC                               MURRAY HILL                                        NJ                 7974    
LUCENT TECHNOLOGIES INC.                              MURRAY HILL                                        NJ                 7984    
LUCENT TECHNOLOGIES SERVICES COMPANY INC              DURHAM                                             NC                 27703   

LUCENT TECHNOLOGIES, INC                              MURRAY HILL                                        NJ                 7974    
LUCENT TECHNOLOGIES, INC                              MURRAY HILL                                        NJ                 7974    
LUCENT TECHNOLOGIES, INC                              MURRAY HILL                                        NJ                 7974    
LUCENT TECHNOLOGIES, INC                              MURRAY HILL                                        NJ                 7974    
LUCENT TECHNOLOGIES, INC.                             MURRAY HILL                                        NJ                 7974    

LUCENT TECHNOLOGIES, INC.                             ENGLEWOOD                                          CO                 80111   

LUCENT TECHNOLOGIES, INC.                             CARY                                               NC              27511-6035 
LYNCH COMMUNICATIONS, INC.                            RIVERSIDE                                          CA                 92501   

LYNCH COMMUNICATIONS, INC.                            RIVERSIDE                                          CA                 92501   
LYNCOLE INDUSTRIES, INC.                              TORRANCE                                           CA                 90503   
LYNCOLE XIT GROUNDING                                 TORRANCE                                           CA                 90503   
LYNNE DREW/DREW COMMUNICATIONS                        DENVER                                             CO                 80327   
M&I DATA SERVICES                                     BROWN DEER                                         WI                 53223   
M. A. MORTENSON                                       FORT COLLINS                                       CO                 80525   
MA MORTENSON COMPANY                                  MINNEAPOLIS                                        MN                 55442   
MACDONALD MILLER CO INC                               SEATTLE                                            WA                 98146   
MACDONALD-MILLER OF OREGON                            PORTLAND                                           OR                 97201   
MACMUNNIS INC                                         GLENVIEW                                           IL                 60025   
MACQUARIUM INTELLIGENT COMMUNICATIONS                 ATLANTA                                            GA                 30309   
MACQUARIUM INTELLIGENT COMMUNICATIONS                 ATLANTA                                            GA                 30309   

MACROLOGIC INC                                        ENGLEWOOD                                          CO                 80111   
MANAGEMENT RECRUITERS (MRI)                           WINONA                                             MN                 55987   
MANUFACTURER'S LIFE INSURANCE                         SAN DIEGO                                          CA                 92111   
MARCONI COMMUNICATIONS                                MAYFIELD HEIGHTS                                   OH                 44124   
MARCONI COMMUNICATIONS, INC.                          CLEVELAND                                          OH                 44124   

MARINA MECHANICAL                                     SAN LEANDRO                                        CA                 94577   
MARINA MECHANICAL                                     SAN LEANDRO                                        CA              94577-2628 
MARINA MECHANICAL, INC.                               SAN LEANDRO                                        CA                 94577   
MARRIOTT MANAGEMENT                                   LOS ANGELES                                        CA              90088-3283 

MARRIOTT MANAGEMENT                                   LOS ANGELES                                        CA              90088-3283 

MARTIN, ROBERTS AND STEVENS                           NEWPORT BEACH                                      CA                 92663   
Mason Management                                      Alameda                                            CA                 94501   
MASSEY BUILDING PARTNERS                              BIRMINGHAM                                         AL                 35203   
MASTEC NORTH AMERICA                                  AUSTIN                                             TX                 78767   
MASTEC NORTH AMERICA INC                              IRWINDALE                                          CA                 91706   
MASTEC NORTH AMERICA INC                              IRWINDALE                                          CA                 91706   
MASTEC NORTH AMERICA, INC                             IRWINDALE                                          CA                 91706   
MASTER CONSULTANTS AGENCY                             BURLINGAME                                         CA                 94010   
MATRIX RESOURCES, INC.                                ATLANTA                                            GA                 30340   

MCB ARCHITECTS                                        DENVER                                             CO                 80222   

MCBRIDE ELECTRIC                                      SAN DIEGO                                          CA                 92121   

MCGEOUGH - NOREEN MCGOUGH                             DENVER                                             CO                 80222   

MCGEOUGH/INFINITY BENEFITS, INC.                      Denver                                             CO                 80202   
MCI                                                   MCLEAN                                             VA                 22102   

MCI DIRECTORY ASSISTANCE DATA                         MCLEAN                                             VA                 22102   
MCI METRO                                             DALLAS                                             TX              75284-0032 
MCI TELECOMMUNICATIONS                                ARLINGTON                                          VA                 22202   

MCI TELECOMMUNICATIONS CORPORATION                    CHICAGO                                            IL                 60601   

MCI TELECOMMUNICATIONS CORPORATION                    RICHARDSON                                         TX                 75081   

MCI WORLDCOM                                          RICHARDSON                                         TX                 75082   

MCI WORLDCOM NETWORK SERVICES, INC.                   ARLINGTON                                          VA                 22202   

MCI WORLDCOM NETWORK SERVICES, INC.                   ARLINGTON                                          VA                 22202   

MCI WORLDCOM NETWORK SERVICES, INC.                   ARLINGTON                                          VA                 22202   
MCI WORLDCOM NETWORK SERVICES, INC.                   ARLINGTON                                          VA                 22202   
MCI WORLDCOM WHOLESALE SERVICES                       ARLINGTON                                          VA                 22202   

MCLEOD USA                                            MILWAUKEE                                          WI              53201-3243 
MCLEOD USA                                            MILWAUKEE                                          WI              53201-3243 
MCMILLAN DATA COMMUNICATIONS                          SAN FRANCISCO                                      CA                 94110   
MCMILLAN DATA COMMUNICATIONS                          SAN FRANCISCO                                      CA                 94110   
MCPHEE ELECTRIC LTD                                   FARMINGTON                                         CT                 6032    
MCPHEE ELECTRIC LTD., LLC                             FARMINGTON                                         CT                 6032    
MERRILL LYNCH                                         PRINCETON                                          NJ                         
METRO CONTRACTING SERVICES                            BOULDER                                            CO                 80303   
METROPOLITAN ELECTRIC                                 SAN FRANCISCO                                      CA                 94107   
MICROSOFT CORP                                        PLEASANTON                                         CA              94566-1540 
MICROSOFT CORPORATION                                 REDMOND                                            WA              98052-6399 
MICROSOFT CORPORATION                                 REDMOND                                            WA              98052-6399 

MICROSOFT CORPORATION                                 REDMOND                                            WA              98052-6399 
MICROSOFT CORPORATION                                 REDMOND                                            WA              98052-6399 
MICROSOFT CORPORATION                                 REDMOND                                            WA              98052-6399 
MICROSOFT CORPORATION                                 SEATTLE                                            WA              98199-3239 

MICROSOFT CORPORATION                                 SEATTLE                                            WA              98199-3239 

MICROSOFT NETWORK                                     REDMOND                                            WA                 98052   
MICROSOFT PREMIER                                     REDMOND                                            WA                 98052   
MID-AMERICAN RESTORATION SERVICES                     UNIV. HEIGHTS                                      OH                 44118   
MID-AMERICAN RESTORATION SERVICES                     UNIVERSITY HEIGHTS                                 OH                 44118   
MID-AMERICAN SERVICE                                  UNIVERSITY HEIGHTS                                 OH                 44118   
MID-CITY ELECTRIC COMPANY                             COLUMBUS                                           OH                 43223   
MID-CITY ELECTRICAL CONSTRUCTION                      COLUMBUS                                           OH              43223-0075 

MIDPARK ELECTRIC CONSTRUCTION CO                      CLEVELAND                                          OH                 44111   
MIDPARK ELECTRIC CONSTRUCTION COMPANY, INC.           CLEVELAND                                          OH                 44111   
MILLENNIUM TECHNICAL SERVICES, INC.                   KNOXVILLE                                          TN                 37919   
MILLER TECHNICAL SERVICES                             BENICIA                                            CA                 94510   
MITCHELL TECHNICAL SALES INC                          DALLAS                                             TX                 75229   
MITCHELL TECHNICAL SALES, INC.                        DALLAS                                             TX                 75229   
MODIS (BERGER) (IDEA INTEGRATION)                     DENVER                                             CO                 80237   

Mohawk Group, Inc                                     Buffalo                                            NY                 14203   
MONITORING MANAGEMENT                                 MATTHEWS                                           NC                 28104   
MOORE NORTH AMERICA/                                  ENGLEWOOD                                          CO                 80111   

Mortgage Resource Group                               Vandalia                                           OH                         
Mt. Allison                                           Mt. Allison                                        CA                 94501   

MULTIMEDIA SYSTEMS INC                                DENVER                                             CO                 80202   
MUTUAL OF OMAHA                                       KANSAS CITY                                        MO              64180-0251 

MUTUAL SPRINKLERS INC                                 CINCINNATI                                         OH              45271-1510 
NASHVILLE MACHINE CO INC                              NASHVILLE                                          TN                 37224   
NASHVILLE MACHINE CO INC                              NASHVILLE                                          TN                 37224   
NASHVILLE MACHINE CO, INC.                            NASHVILLE                                          TN                 37224   
NATIONAL CAR RENTAL SYSTEM, INC.                      LOS ANGELES                                        CA                 90045   
NATIONAL ELECTRIC COMPANY, INC                        OMAHA                                              NE                 68102   
NATIONAL ELECTRIC COMPANY, INC.                       OMAHA                                              NE                 68102   
NATIONAL EMPLOYMENT                                   SACRAMENTO                                         CA                 95827   
NATIONAL NETWORK SERVICES                             DENVER                                             CO                 80231   

NATIONWIDE EMPLOYMENT SERVICES, INC.                  VIRGINIA BEACH                                     VA                 23452   
NET HERE                                              SAN DIEGO                                          CA                 92107   
NETCO TEL CORPORATION                                 SANTA CLARA                                        CA                 95054   
NETCOM INTERNET LIMITED                               BERKSHIRE, RG 128TH                                                           
NETEFFECT                                             DENVER                                             CO                 90237   
NETEFFECT                                             DENVER                                             CO                 80237   
NETWORK ASSOCIATES INC                                SANTA CLARA                                        CA                 95054   
NETWORK AUDIT CONTROL INC                             WENTZVILLE                                         MO                 63385   
NETWORK CONSTRUCTION SERVICES,                                                                                                      
 INC., SUBSIDIARY OF                                  GREENSBORO                                         NC                 27406   
NETWORK CONSTRUCTION SVCS., INC                       GREENSBORO                                         NC                 27406   
NETWORK DYNAMICS                                      COLUMBUS                                           OH                 43228   
NETWORK DYNAMICS CABLING                              COLUMBUS                                           OH                 43228   
NETWORK TWO COMMUNICATIONS                            WOODLANDS                                          TX                 77381   
NEW ENGLAND FINISH SYSTEMS INC                        SALEM                                              NH                 3079    
NEW ENGLAND FINISH SYSTEMS, INC.                      SALEM                                              NH                 3079    
NEW MILLENNIUM SYSTEMS, INC.                          LAKEWOOD                                           CO                 80228   
Newport Beach Property Management, Inc.               HUNTINGTON BEACH                                   CA                 92648   
NEXTEL COMMUNICATIONS                                                                                                               
NEXTLINK INC                                          SANDY                                              UT                 84070   
NGH BATTERY SERVICE CO.                               PHOENIX                                            AZ                 85040   
NGH BATTERY SERVICE CO/C&D TECH.                      PHOENIX                                            AZ                 85040   
NIXON POWER SERVICES CO                               NASHVILLE                                          TN              37241-0007 
NOCAR CONSTRUCTION CO INC                             COLUMBUS                                           OH                 43230   
NOREEN P MCGEOUGH                                                                                                                   
 (INFINITY BENEFITS, INC)                             DENVER                                             CO                 80222   

NORTEL NETWORKS                                       ENGLEWOOD                                          CO                 80111   
NORTH AMERICAN DIGICOM                                AURORA                                             CO                 80014   
NORTH EAST INDEPENDENT SCHOOL                                                                                                       
 DISTRICT/KUNZ CONSTR                                                                                                         0     
NORTH SUPPLY COMPANY DBA                              NEW CENTURY                                        KS                 66032   

NORTHCENTRAL TELCOM INCO                              PRENTICE                                           WI                 54556   
NORTHEAST OPTIC NETWORK, INC.                         WESTBOROUGH                                        MA                 1581    
NORTHERN TELECOM                                      RICHARDSON                                         TN                 75082   

NORTHERN TELECOM INC                                  ALPHARETTA                                         GA              30201-3895 
NORTHERN TELECOM INC                                  ALPHARETTA                                         GA              30201-3895 
NORTHERN TELECOM INC                                  ALPHARETTA                                         GA              30201-3895 
NORTHERN TELECOM INC                                  ALPHARETTA                                         GA              30201-3895 
NORTHPOINT COMMUNICATIONS                             SAN FRANCISCO                                      CA                 94107   

NORTHPOINT COMMUNICATIONS INC                         SAN FRANCISCO                                      CA              94108-4458 
NORTHPOINT COMMUNICATIONS INC                         SAN FRANCISCO                                      CA              94108-4458 
NTS COMMUNICATIONS                                    LUBBOCK                                            TX                 79401   
O.P.E. SERVICES, LLC                                  SALMA                                              AL                 36701   
OAO CORPORATION                                       COLORADO SPRINGS                                   CO                 80909   
OBJECTIVE SYSTEM INTEGRATORS                          FOLSOM                                             CA                 95630   
OBJECTIVE SYSTEM INTEGRATORS                          FOLSOM                                             CA                 95630   
OC REAL ESTATE MANAGEMENT                             LOS ANGELES                                        CA                 90071   
OCI CONSTRUCTION                                      NOVELTY                                            OH                 44072   

OCI CONSTRUCTION, INC.                                NOVELTY                                            OH                 44072   

OCI CONSTRUCTION, INC.                                NOVELTY                                            OH                 44072   
Olen Commercial Realty Corp.                          Irvine                                             CA                 92618   

OMEGA ELECTRIC CO                                     LASALLE                                            CO                 80645   
ONE CLEAR TELECOM                                     LOS ANGELES                                        CA                 90017   
ONE.TEL (ONE TEL, ONE-TEL))                           LONG BEACH                                         CA                 90802   
ORACLE CORPORATION                                    REDWOOD SHORES                                     CA                 94005   
ORACLE CORPORATION                                    REDWOOD SHORES                                     CA                 94005   
ORANGE COUNTY TRANSIT AUTHORITY (OTCA)                ORGANGE                                            CA              92613-1584 

ORION DEVELOPMENT GROUP                               ROCKAWAY PARK                                      NY                 11694   
ORIUS CORPORATION                                     AMHERST                                            OH                 44001   
ORIUS CORPORATION                                     AMHERST                                            OH                 44001   
ORLANDO DIEFENDERFER                                                                                                                
 ELECTRICAL CONTRACTOR, INC.                          ALLENTOWN                                          PA                 18105   

ORLANDO DIEFENDERFER                                                                                                                
 ELECTRICAL CONTRACTORS, INC                          FORT WASHINGTON                                    PA                 19034   
OSP CONSULTANTS, INC.                                 STERLING                                           VA              20166-6511 
OSP CONSULTANTS, INC.                                 STERLING                                           VA                 20166   
OXFORD LOWELL HOLDINGS,                                                                                                             
 INC. DBA TELECON PROSEARCH                           DENVER                                             CO                 80211   
PAGE MILL PARK COMPANY                                Atherton                                           CA                 94027   
PAIX.NET                                              PALO ALTO                                          CA                 94301   
PARADIGM COMMUNICATIONS GROUP                         CINCINNATI                                         OH                 45249   
PARK PLACE                                            Fair Oaks                                          CA                 95628   
PARK-SALINAS, INC.                                    BURLINGAME                                         CA                 94010   
PATTI FERRELL & ASSOCIATES                            FALLSTON                                           MD                 21047   
PATTON AIR CONDITIONING                               FRESNO                                             CA                 93701   
PATTON AIR CONDITIONING                               FRESNO                                             CA                 93701   
PAYTON CONSTRUCTION CORP.                                                                                                           

PAYTON CONSTRUCTION CORPORATION                       BOSTON                                             MA                 2210    

PBAY TO EMC DISK MIGRATION                            DENVER                                             CO                 80222   
PEA OF OHIO                                           DUBLIN                                             OH                 43016   
PEA OF OHIO, INC.                                     DUBLIN                                             OH                 43016   
PEACHTREE BUSINESS PRODUCTS                           ATLANTA                                            GA                 30324   
PECO II                                               COLUMBUS                                           OH                 43260   
PECO II, INC.                                         GALION                                             OH                 44833   

PEPPERS & ROGERS GROUP                                STAMFORD                                           CT                 6902    

PEREGRINE SYSTEMS INC                                 SAN DIEGO                                          CA                 92130   
PERIGEE CONSULTING INC                                GOLDEN                                             CO                 80401   
PHASE 3 COMMUNICATIONS INC                            MILPITAS                                           CA                 95035   
PHASE 3 COMMUNICATIONS, INC.                          MILPITAS                                           CA                 95035   
PHASE MASTERS INC                                     MIAMI                                              FL                 33169   
PHASE MASTERS, INC.                                   MIAMI                                              FL                 33169   
PILLAR HOMES INC                                      ERIE                                               CO                 80516   
PILOT NETWORK SERVICES                                ALAMEDA                                            CA                 94501   
PINKERTON, INC.                                       DENVER                                             CO                 80239   
PINKERTON, INC.                                       DENVER                                             CO                 80239   

PINKERTONS INC                                        CAROL STREAM                                       IL              60132-2111 

Pinnacle Towers Inc.                                  Novato                                             CA                 94945   

PITTS CONSTRUCTION, INC.                              AUSTIN                                             TX                 78746   
PITTS CONTRUCTION, INC.                               AUSTIN                                             TX                 78746   
PLANERGY INC                                          RICHMOND                                           CA              94804-2028 

PLANERGY POWER                                        DENVER                                             CO                 80202   
PLANERGY, INC.                                        DENVER                                             CO                 80202   
POINT TO POINT COMMUNICATIONS, INC.                   BROUSSARD                                          LA                 70518   
POWER & TELEPHONE                                     MEMPHIS                                            TN                 38112   
POWER & TELEPHONE SUPPLY COMPANY                      MEMPHIS                                            TN                 38112   
POWER CONVERSION PRODUCTS, INC.                       CRYSTAL LAKE                                       IL                 60014   
POWER INGENUITY                                       SEVERNA                                            MD                 21146   
POWER PRODUCTS                                        ALPHARETTA                                         GA              30004-8457 
PREDICTIVE SYSTEMS INC                                NEW YORK                                           NY                 10016   
PREMIER RECORDS STORAGE                               SHERIDAN                                           CO                 80110   
PREMIERE TECHNOLOGIES INC                             ATLANTA                                            GA              30348-5024 

PREPAID CELLULAR LLC                                  ATLANTA                                            GA                 30303   
PRESCOTT COMMUNICATIONS, INC.                         MISSION HILLS                                      CA                 91345   

PRESCOTT COMMUNICATIONS, INC.                         MISSION HILLS                                      CA                 91345   
PRIDE ELECTRIC                                        DENVER                                             CO                 80216   
PRIME TIME MARKETING                                  SAN FRANCISCO                                      CA              94103-4270 
PRIMUS GEOGRAPHICS INC                                DENVER                                             CO                 80210   
PRIVATE  TRANSATLANTIC                                KANSAS CITY                                        MO                 64114   

PRODUCTIVE DATA COMMERCIAL SOL                        ENGLEWOOD                                          CO                 80111   

PRODUCTIVE DATA COMMERCIAL SOLUTION                   GREENWOOD VILLAGE                                  CO                 80111   

PRODUCTIVE DATA COMMERCIAL SOLUTION                   GREENWOOD VILLAGE                                  CO                 80111   

PRODX PROFESSIONAL DATA EXCHANGE                      PORTLAND                                           OR                 97201   
PROFESSIONAL SALES SEARCH CO INC                      GIG HARBOR                                         WA                 98335   
PROFESSIONAL SALES SEARCH CO INC                      GIG HARBOR                                         WA                 98335   
PROGRESSIVE STRUCTURES, INC.                          CORPUS CHRISTI                                     TX                 78415   
PROGRESSIVE STRUCTURES, INC.                          CORPUS CHRISTI                                     TX                 78427   
PROJECT MANAGEMENT SERVICES, INC. (PMSI)              ATLANTA                                            GA                 30342   

PROSPECT WATERPROOFING COMPANY                        STERLING                                           MD              20166-9307 
PROTOTEST LLC                                         LITTLETON                                          CO              80122-2704 
PSN.NET                                                                                                                       0     
PUBLIC STORAGE                                        SAN DIEGO                                          CA                 92121   

Puente Hill Business Center                           Costa Mesa                                         CA                 92626   

PYRAMID ELECTRIC CO                                   BEDFORD HTS                                        OH                 44128   
PYRAMID ELECTRIC, INC.                                BEDFORD                                            OH                 44128   
PYRAMID INDUSTRIES, INC.                              ERIE                                               PA                 16507   
QED CONSULTING                                        NEW YORK                                           NY                 10023   
QPC FIBER OPTIC INC                                   SAN CLEMENTE                                       CA                 92673   
QPC FIBER OPTIC, INC.                                 SAN CLEMENTE                                       CA                 92673   
QUALITY AIR HEATING AND COOLING, INC                  GRAND RAPIDS                                       MI                 49512   
QUALITY AIR HEATING AND COOLING, INC.                 GRAND RAPIDS                                       MI                 49512   
QUALITY METAL WORKS                                                                                                                 
 (QMW) COMMUNICATIONS, INC.                           PLANT CITY                                         FL                 33567   
QUALITY METAL WORKS                                                                                                                 
 (QMW) COMMUNICATIONS, INC.                           PLANT CITY                                         FL                 33567   
QUANTUM BRIDGE COMMUNICATIONS, INC.                   NORTH ANDOVER                                      MA                 1845    
R.A. WAFFENSMITH                                      FRANKTOWN                                          CO                 80116   

R.A. WAFFENSMITH, INC.                                FRANKTOWN                                          CO                 80116   

R.J. GLEESON CONSTRUCTION, LLC                        COLORADO SPRINGS                                   CO                 80922   
R.J. GLEESON CONSTRUCTION, LLC                        COLORADO SPRINGS                                   CO                 80922   
RAPIDIGM  INC                                         LOUISVILLE                                         CO                 80027   
RAPIDIGM  INC                                         LOUISVILLE                                         CO                 80027   
RATIONAL SOFTWARE CORP                                BOOULDER                                           CO                 80301   

RATIONAL SOFTWARE CORP                                BOOULDER                                           CO                 80301   

RATIONAL SOFTWARE CORPORATION                         LITTLETON                                          CO              80124-5454 

RAUSCHENBACH MARVELLI BECKER, ARCHITECTS              SACRAMENTO                                         CA                 95825   
RAY WELCH & ASSOCIATES                                DENVER                                             CO              80237-1104 
RAY WELCH & ASSOCIATES                                DENVER                                             CO              80237-1104 
REALTECH SYSTEMS CORP                                 NEW YORK                                           NY                 10118   
RECOMM                                                BURBANK                                            CA                 91502   
Red Cart Market                                       Oakland                                            CA                 94627   
RED CART MARKET, INC                                  EMERYVILLE                                         CA                 94608   
RED SIMPSON, INC                                      ALEXANDRIA                                         LA              71315-2120 
RED SIMPSON, INC                                      ALEXANDRIA                                         LA              71315-2120 
RED SIMPSON, INC.                                     AUSTIN                                             TX                 78745   
REDI-RELIEF MEDICINE SERVICE                          AURORA                                             CO                 80015   
REMEDY INTELLIGENT STAFFING                           NASHVILLE                                          TN                 37203   

REPUBLIC FINANCIAL CORPORATION                        AURORA                                             CO              $ 80,014.00
REPUBLIC FINANCIAL CORPORATION                        AURORA                                             CO                 80014   
RESULTS RECRUITING GROUP LLC                          ROSWELL                                            GA                 30075   
RESUMES ON-LINE, INC                                  ENGLEWOOD                                          CO                 80111   

RESUMES ON-LINE, INC                                  ENGLEWOOD                                          CO                 80111   

RESUMES ON-LINE, INC.                                 ENGLEWOOD                                          CO                 80111   

REVENEW INTERNATIONAL, INC.                           HOUSTON                                            TX                 77002   
REVENUE COMMUNICATIONS                                ALLEN                                              TX                 75013   

RHI MANAGEMENT RESOURCES                              SAN FRANCISCO                                      CA              94160-3484 
RHI MANAGEMENT RESOURCES                              SAN FRANCISCO                                      CA              94160-3484 
RHI MANAGEMENT RESOURCES                              DENVER                                             CO                 80202   
RHIMR, A DIV OF ROBERT HALF INT'L                     DENVER                                             CO                 80202   
RICHARD KADER AND ASSOCIATES                          CLEVELAND                                          OH                 44130   
RISERCORP, INC (RISER CORP)                           DALLAS                                             TX                 75201   
RJ GLEESON CONSTRUCTION LLC                           COLORADO SPRINGS                                   CO                 80922   
ROBERT E. HAZELTINE, INC                              OVERLAND PARK                                    KANSAS               66214   
ROBERT GEIER & ASSOCIATES                             BOULDER                                            CO                 80303   
RON CHRISTOPHER COMPANY                               WESTERVILLE                                        OH                 43081   
RONALD A. KATZ TECHNOLOGY                             BEVERLY HILLS                                      CA                 90212   
Roncar Realty Trust                                   Wollaston                                          MA                 02170   
ROSS G. STEPHENSON ASSOC., INC                        MODESTO                                            CA                 95355   

ROSS G. STEPHENSON ASSOCIATES, INC.                   MODESTO                                            CA                 95355   
RUCCIONE & ASSOCIATES                                 PLAYA DEL REY                                      CA                 90293   

RUNVEE HOBART, LTD C/O                                                                                                              
 TRANSWESTERN PROPERTY COMPANY                        LOS ANGELES                                        CA                 90010   
RYALS AND ASSOCIATES, INC.                            OAKLAND                                            CA                 94612   
S & S INVESTMENTS                                     Princeton                                          NJ                 08542   
SALEM HEATING & SHEET METAL, INC                      SALEM                                              OR                 97309   
SALEM HEATING & SHEET METAL, INC.                     SALEM                                              OR                 97309   

SAN FRANCISCO CONSULTING GROUP                        SAN FRANCISCO                                      CA                 94111   

SAN FRANCISCO CONSULTING GROUP                        SAN FRANCISCO                                      CA                 94111   

SAS INSTITUTE, INC                                    CARY                                               NC                 27513   
SASCO ELECTRIC, INC.                                  WOODINVILLE                                        WA                 98072   
SATURN SYSTEMS                                        BAILEY                                             CO              80421-0482 
SAVILLE SYSTEMS INC                                   MARKHAM                                            ON                L3R0B8   
SCEPTER ENTERPRISES LLC                               STANFORD                                           CT                 6902    
SCHONHAUT, CINDY Z                                    DENVER                                             CO                 80202   
SCHULD INCORPORATED                                   NEW LENOX                                          IL                 60451   
SCHULD INCORPORATED                                   NEW LENOX                                          IL                 60451   
SCHULD, INC.                                          NEW LENOX                                          IL                 60451   

SEATAC ELECTRIC, INC                                  TUKWILA                                            WA                 98168   
SEATON & ASSOCIATES                                   ALAMO                                              CA                 94507   

SECC CORPORATION                                      CORONA                                             CA                 91720   
SECC CORPORATION                                      CORONA                                             CA                 91720   
SEQUENT COMPUTER SYSTEMS INC                          BEAVERTON                                          OR                 97006   
SEQUENT COMPUTER SYSTEMS INC                          BEAVERTON                                          OR                 97006   
SEQUENT COMPUTER SYSTEMS INC                          BEAVERTON                                          OR                 97006   
SHERIDAN PARK LLC, DIA Plaza Partners, LLC            Denver                                             CO                 80239   
SHOOK & FLETCHER                                      BIRMINGHAM                                         AL                 35202   

SILICON VALLEY TECHNICAL STAFFING                     EMERYVILLE                                         CA                 94608   
SILICON VALLEY TECHNICAL STAFFING                     EMERYVILLE                                         CA                 94608   
SIM J HARRIS COMMUNICATIONS                           SAN DIEGO                                          CA              92196-1279 
SIM J HARRIS COMMUNICATIONS                           SAN DIEGO                                          CA              92163-9069 
SIMPLIFY CONSULTING                                   DENVER                                             CO                 80220   
SIRIUS INC                                            CANBY                                              OH                 97013   
SITELINK                                              ENGLEWOOD                                          CO                 80111   

SITELINK                                              ENGLEWOOD                                          CO                 80111   
SJH COMMUNICATIONS, INC.                              SAN DIEGO                                          CA              92196 1279 
SKYTEL                                                WAYNE                                              NJ                 7470    
SKYTEL                                                WAYNE                                              NJ                 7470    
SKYTEL                                                WAYNE                                              NJ                 7470    
SMARTECH TALENT SEARCH                                CORPUS CHRISTI                                     TX                 78404   
SNELLING PERSONNEL SERVICES                           FAIRLAWN                                           OH                 44333   
SNELLING SEARCH                                       DAYTON                                             OH                 45439   
SNELLING SEARCH                                       DAYTON                                             OH                 45439   
SODEXHO MARIOTT                                       ENGLEWOOD                                          CO                 80111   
SOFTWARE ARCHITECTS                                   WESTCHER                                           IL                 60154   
SOLBOURNE COMPUTER INC                                BOULDER                                            CO                 80301   
SOLBOURNE COMPUTER INC                                BOULDER                                            CO                 80301   
SONUS NETWORKS                                        WESTFORD                                           MA                 1886    
SONUS NETWORKS, INC.                                  WESTFORD                                           MA                 1886    
SONUS NETWORKS, INC.                                  WESTFORD                                           MA                 1886    
SOURCE SERVICES                                       ENGLEWOOD                                          CO                 80111   

SOURCE SERVICES CORP                                                                                                                
 (AKA SOURCE CONSULTING)                              ENGLEWOOD                                          CO                 80111   

SOUTHERN TELECOM                                      ATLANTA                                            GA                 30308   
SPATA COMMUNICATIONS                                  DUBLIN                                             OH                 43017   

SPECIALIZED TELECOMMUNICATIONS                                                                                                      
 SERVICES, INC.                                       HAYWARD                                            CA                 94545   
SPECIALTY STAFFING                                    CLEVELAND                                          OH                 44115   

SPRINT                                                KANSAS CITY                                        MO                 64105   
SPRINT                                                KANSAS CITY                                        MO                 64105   
SPRINT NORTH SUPPLY                                   KANSAS CITY                                        MO              64180-4433 
SPRINT NORTH SUPPLY                                   KANSAS CITY                                        MO              64180-4414 
SPRINT NORTH SUPPLY COMPANY                           BOULDER                                            CO                 80303   
SPRINT SPECTRUM LP                                                                                                                  
SRT ELECTRIC COMPANY                                  DENVER                                             CO                 80212   
ST JAMES EPISCOPAL CHURCH                             ZANESVILLE                                         OH                 43701   
STANLEY STAFFING                                      PARMA                                              OH                 44129   
STATE OF CALIFORNIA EMPLOYMENT DEV                    SACRAMENTO                                         CA              94230-6276 
State of Nevada                                       CARSON CITY                                        NV                 89706   
STEEL VALLEY ENGINEERING, INC.                        YOUNGSTOWN                                         OH                 44512   
Sterling Network Exchange, LLC                        Phoenix                                            AZ                 85004   

STETSON PLACEMENT, LTD                                COLORADO SPRINGS                                   CO                 80903   

STOCKTON TELECOMMUNICATIONS INC                       ALBURQURQUE                                        NM                 87121   
STOCKTON TELECOMMUNICATIONS INC.                      ALBUQUERQUE                                        NM                 87110   

STOCUM AND ASSOCIATES                                 MENTOR                                             OH                 44060   
STORAGETEK                                            DENVER                                             CO                 80202   

STORAGETEK                                            DENVER                                             CO                 80202   
STRATEGIC FOCUS INC                                   EVERGREEN                                          CO                 80437   
STRATEL INC.                                          SAN RAMON                                          CA                 94583   

STRATEL INC.                                          SAN FRANCISCO                                      CA                 94102   
STRATEL INC.                                          SAN FRANCISCO                                      CA                 94102   
STREET FUSION                                         SAN FRANCISCO                                      CA                 94105   
STURGEON ELECTRIC                                     HENDERSON                                          CO                 80640   
SULLIVAN & MCLAUGHLIN                                                                                                               
 COMMUNICATIONS GROUP, INC.                           BOSTON                                             MA                 2122    
SUMMERFIELD SUITES HOTEL                              ENGLEWOOD                                          CO                 80112   
SUN MICROSYSTEMS                                      MOUNTAIN VIEW                                      CA              94043-1100 
SUN MICROSYSTEMS                                      MOUNTAIN VIEW                                      CA              94043-1100 
SUN MICROSYSTEMS FINANCE                              WESTBOROUGH                                        MA                 1581    

SUN MICROSYSTEMS, INC                                 PALO ALTO                                          CA                 94303   
SUN MICROSYSTEMS, INC                                 PALO ALTO                                          CA                 94303   

SUPERIOR MECHANICAL SERVICES, INC.                    DAYTON                                             OH                 45432   
SUPERIOR STAFFING, INC.                               AKRON                                              OH                 44308   

SUPPLEMENTAL STAFFING                                 MILWAUKEE                                          WI                 53224   
SUPPORTEK INC                                         DENVER                                             CO                 80204   
SUPPORTEX                                             DENVER                                             CO                 80204   
SUPPORTEX, INC.                                       DENVER                                             CO                 80204   
SURFSOFT                                              SAN JOSE                                           CA              95108-1089 
SVV SALES INC DBA                                                                                                                   
 ARCADA COMMUNICATIONS                                SEATTLE                                            WA                 98121   
SWITCH ROOM DESIGN                                    DENVER                                             CO                 80202   
T I E INC.                                            ELEPHANT BUTTE                                     NM                 87935   

T. MICHAEL INSTALLATION, LLC                          ARVADA                                             CO                 80004   
TACTICA TECHNOLOGY GROUP                              BALCH SPRINGS                                      TX                 75180   

TEC COMMUNICATIONS INC                                CASTLE ROCK                                        CO                 80104   
TEC COMMUNICATIONS, INC./TIMBERLINE                   CASTLE ROCK                                        CO                 80104   
TECHNOLOGIES MANAGEMENT INC                           WINTER PARK                                        FL                 32789   
TECHNOLOGY STAFFING RESOURCES                         DEERFIELD                                          IL                 60015   

TECH-PRO, INC                                         DENVER                                             CO                 80202   
TEK SYSTEMS                                           ATLANTA                                            GA              30384-8568 
TEKELEC                                               IRVING                                             TX                 75063   

TEKELEC                                               LOS ANGELES                                        CA                 90009   
TELCOM TRAINING CORPORATION                           ALPHARETTA                                         GA                 30004   
TELCORDIA TECHNOLOGIES                                MORRISTOWN                                         NJ              07960 6438 
TELCORDIA TECHNOLOGIES INC                            PISCATAWAY                                         NJ                 8854    
TELCORDIA TECHNOLOGIES INC                            PISCATAWAY                                         NJ                 8854    
TELCORDIA TECHNOLOGIES INC                            PISCATAWAY                                         NJ                 8854    
TELCORDIA TECHNOLOGIES INC                            MORRISTOWN                                         NJ              07960 6438 
TELCORDIA TECHNOLOGIES, INC.                          MORRISTOWN                                         NJ                 7960    
TELDON SOLUTIONS, LLC                                 ALPHARETTA                                         GA                 30004   
TELECOM EXECUTIVE GROUP                               MARLTON                                            NJ                 8053    

TELECOM INSTALLATION & ENGINEERING, INC.              SANDY                                              CO                 84092   
TELECOM NETWORK SPECIALISTS, INC.                     DULLES                                             VA                 20166   
TELECOM POWER SYSTEMS (TPS)                           GRAND RIDGE                                        IL                 61325   

TELECOM PROSEARCH INC                                 DENVER                                             CO                 80211   
TELECOM RECRUITER, THE                                CROFTON                                            MD                 21114   

TELECOM. INSTALLATIONS SPECIALISTS (TIS)              WEST MONROE                                        NE                 71292   
TELECOMMUNICATIONS RESOURCE INTL                      GREENWOOD VILLAGE                                  CO                 80112   

TELECOMMUNICATIONS RESOURCE INTL                      GREENWOOD VILLAGE                                  CO                 80112   

TELECOMMUNICATIONS                                                                                                                  
 TECHNOLOGIES & RESOURCES                             DALLAS                                             TX                 75243   
TELECON, INC.                                         FAIRFAX                                            VA              22031-4308 
TELECORDIA TECHNOLOGIES, INC.                         ENGLEWOOD                                          CO                 80111   
TELECORDIA TECHNOLOGIES, INC.                         ENGLEWOOD                                          CO                 80111   
TELECORDIA TECHNOLOGIES, INC.                         ENGLEWOOD                                          CO                 80111   
TELECORDIA TECHNOLOGIES, INC.                         ENGLEWOOD                                          CO                 80111   
TELECORDIA TECHNOLOGIES, INC.                         ENGLEWOOD                                          CO                 80111   
TELECORDIA TECHNOLOGIES, INC.                         ENGLEWOOD                                          CO                 80111   
TELECORDIA TECHNOLOGIES, INC.                         ENGLEWOOD                                          CO                 80111   
TELECORDIA TECHNOLOGIES, INC.                         ENGLEWOOD                                          CO                 80111   
TELECORDIA TECHNOLOGIES, INC.                         ENGLEWOOD                                          CO                 80111   
TELECORDIA TECHNOLOGIES, INC.                         ENGLEWOOD                                          CO                 80111   
TELEDIRECT TELECOMMUNICATIONS GROUP, LLC              LOS ANGELES                                        CA                 90017   
TELEDON SOLUTIONS, INC.                               ALPHARETTA                                         GA                 30004   
TELEDON SOLUTIONS, INC.                               ALPHARETTA                                         GA                 30004   
TELEGROUP, INC                                        FAIRFIELD                                          IA                 52556   
TELEMETRY TECHNOLOGY, INC                             MAGRATH                                            AB                T0K 1J0  
TELEMETRY TECHNOLOGY, INC.                            MAGRATH                                            AB                         
TELEPHONE COMPANY OF CENTRAL FLORIDA                  LAKE MARY                                          FL                 32746   

TELEPHONE SERVICES, INC. (TSI)                        LEWISVILLE                                         TX                 75057   
TELESCIENCES INC                                      MORRESTOWN                                         NJ              08057-1177 
TELESCIENCES INC                                      MT LAUREL                                          NJ                 8054    
TELESCIENCES, INC                                     MOORESTOWN                                         NJ                 8057    
TELE-TECH COMPANY, INC                                LEXINGTON                                          KY                 40503   
TELE-TECH COMPANY, INC (TELETECH, TELE TECH)          LEXINGTON                                          KY                 40503   
TELE-TECH COMPANY, INC.                               LEXINGTON                                          KY                 40511   
TELE-TECH COMPNAY, INC.                               LEXINGTON                                          KY                 40511   
TELIGENT                                              ATLANTA                                            GA              31193-1761 
TELLABS CORP                                          CHICAGO                                            IL              60693-9206 
TELLABS CORPORATION                                   BOLINGBROOK                                        IL                 60440   
TELLABS OPERATIONS INC                                CHICAGO                                            IL              60693-9206 
TELLABS OPERATIONS, INC.                              LISLE                                              IL                 60532   

TELLABS OPERATIONS, INC.                              LISLE                                              IL                 60532   
TELLABS OPERATIONS, INC.                              LITTLETON                                          CO                 80120   
TELLABS OPERATIONS, INC.                              LISLE                                              IL                 60532   
TELPRO TECHNOLOGIES                                   OAKLAND                                            CA                 94612   

TELPRO TECHNOLOGIES                                   SAN RAMON                                          CA                 94583   
TELSCAPE USA                                          HOUSTON                                            TX                 77056   
TELSOURCE CORPORATION                                 GIBSONIA                                           NY                 15044   
TELSOURCE CORPORATION                                 TOTOWA                                             NJ              07512-1165 

TEL-TEC, INCORPORATED                                 OAKRIDGE                                           TN                 37830   
TENDER LOVING CARE JANITORIAL SERVICES                SPRING                                             TX                 77388   
TENG & ASSOCIATES, INC.  (TENG CONSTRUCTION)          CHICAGO                                            IL              60601-5924 
TENG & ASSOCICATES                                    CHICAGO                                            IL              60601-5924 

TERRA DESIGNS                                         LINCOLNTON                                         NC                 28092   
TERRA DESIGNS INC.                                    LINCOLNTON                                         NC                 28092   
TERRALINK COMMUNICATIONS INC                          FOLSOM                                             CA                 95630   
TEXAN ELECTRIC COMPANY, INC.                          HOUSTON                                            TX                 77087   
Texas Bank                                            Weatherford                                        TX                 76086   

TEXSTAR ENTERPRISES, INC                              SAN ANTONIO                                        TX                 78217   
TEXSTAR ENTERPRISES, INC.                             SAN ANTONIO                                        TX                 78217   
THAYER POWER AND COMMUNICATION                        FAIRVIEW                                           PA                 16415   
THAYER POWER AND COMMUNICATION LINE                   FAIRVIEW                                           PA                 16415   
THE EQUITABLE LIFE ASSURANCE SOCIETY                  Los Angeles                                        CA                         
The John Hancock                                                                                                                    
 Mutual Life Insurance Co.                            Los Angeles                                        CA                 90010   
The John Hancock                                                                                                                    
 Mutual Life Insurance Co.                            Los Angeles                                        CA                 90010   
The John Hancock                                                                                                                    
 Mutual Life Insurance Co.                            Los Angeles                                        CA                 90010   
The M Company                                         Fremont                                            CA                 94539   

The Travelers Insurance Company                       Hartford                                           CT              06183-7130 

THERMAL AIRE                                          ROSEVILLE                                          CA                 95678   
THERMAL AIRE, INC                                     ROSEVILLE                                          CA                 95678   
THOMAS & PERKINS                                      DENVER                                             CO                 80202   
THOMAS CABLE COMMUNICATION INC                        SAN DIEGO                                          CA                 92123   
THOMAS CABLE COMMUNICATIONS                           SAN DIEGO                                          CA                 92123   
THOMAS RESOURCE GROUP                                 TIBURON                                            CA                 94920   
THOMPSON ASSOCIATES                                   PLEASANTON                                         CA                 94588   
TIME WARNER TELECOM                                   LITTLETON                                          CO                 80124   

TIS WORLDWIDE                                         NEW YORK                                           NY                 10006   
TIS WORLDWIDE                                         NEW YORK                                           NY                         
TIS, INC. (TELECOMMUNICATIONS                                                                                                       
 INSTALLATION SPECIAL                                 WEST MONROE                                        LA                 71292   
TITAN AIR CORPORATION                                 NEW YORK                                           NY                 10165   
TITLE BUILDING COMPANY                                BIRMINGHAM                                         AL                         

TMP INTERACTIVE, INC. (MONSTER.COM)                   MAYNARD                                            MA                 1754    
TOLIN MECHANICAL SYSTEMS COMPANY                      DENVER                                             CO                 80239   
TOLLBRIDGE TECHNOLOGIES                               SUNNYVALE                                          CA                 94086   
T-ONE, INC.                                           STONE MOUNTAIN                                     GA                 30083   
TOPA EQUITIES (V.I.),  LTD.,                                                                                                        
 U.S. VIRGIN ISLANDS CORP                             Los Angeles                                        CA                         
TOTAL INSTRUMENT SERVICES, INC.                       LITTLETON                                          CO                 80122   
TRANS GLOBAL COMMUNICATIONS                           DURHAM                                             NC                 27704   
TRANS GLOBAL COMMUNICATIONS, INC.                     DURHAM                                             NC                 27704   

Transwestern 25 West 43rd Street, LLC                 Chicago                                            IL              60694-3900 

Transwestern 25 West 43rd Street, LLC                 Chicago                                            IL              60694-3900 

TRAVELERS INDEMNITY COMPANY                           HARTFORD                                           CT                 06183   
TRIAD CONSULTANTS                                     ENGLEWOOD                                          CO                 80111   

TRI-AREA ELECTRIC CO., INC                            YOUNGSTOWN                                         OH                 44502   
TRI-CITY TELECOM AND CABLE                            THORNTON                                           CO                 80260   
TRI-CITY TELECOM AND CABLE, INC.                      THORNTON                                           CO                 80260   
TRI-LAN, INC.                                         WILMINGTON                                         NC                 28405   
TRISTEP HIRING SYTEMS                                 FREMONT                                            CA              94538-1600 

TRUECOMP INSTALLATION                                 SAN JOSE                                           CA                 95113   

TRUEVANCE COMMUNICATIONS, LLC                         ORANGE PARK                                        FL                 32073   

TRUEVANCE COMMUNICATIONS, LLC                         ORANGE PARK                                        FL                 32073   
TRUSTED INFORMATIONS SYSTEMS, INC. (TIS)              ROCKVILLE                                          MD                 20850   
TTM, INC.                                             CHARLOTTE                                          NC                 28206   
TTM, INC.                                             CHARLOTTE                                          NC                 28206   
TTR, LLC                                              DALLAS                                             TX                 75243   
TURNER CONSTRUCTION COMPANY                           DENVER                                             CO                 80222   
TURNER CONSTRUCTION COMPANY                           DENVER                                             CO                 80222   
TURNER CONSTRUCTION COMPANY                           DENVER                                             CO                 80222   
TVC INC                                               ST LOUIS                                           MO              63179-8000 
U.S. INTERNET                                                                                                                 0     
U2SI (UNDERGROUND UTLITIES SERVICES, INC.)            CASTLE ROCK                                        CO                 80104   
UCA COMPUTER SYSTEMS INC                              DENVER                                             CO              80265-1901 
UNCC                                                                                                                                
UNDERGROUND CONSTRUCTION CO INC                       BENICIA                                            CA                 94510   
UNDERGROUND CONSTRUCTION CO INC.                      BENICIA                                            CA                 94510   
UNDERGROUND TECHNOLOGY INC                            VENTURA                                            CA              93006 3820 
UNISON SYSTEMS INC                                    DENVER                                             CO                 80210   
UNISON SYSTEMS INC                                    DENVER                                             CO                 80210   
UNISON SYSTEMS INC                                    DENVER                                             CO                 80210   
UNITED AIRLINES                                       ELK GROVE VILLAGE                                  IL                 60007   
UNITED AMERITEC CORPORATION                           SAN DIEGO                                          CA                 92131   

UNITED AMERITEC CORPORATOIN                           FULLERTON                                          CA              92831-4904 
UNITED HEALTHCARE                                     COLUMBUS                                           OH                 43207   
UNITED INFORMATION                                                                                                                  
 TECHNOLOGIES CORPORATION                             SCHAMBURG                                          IL              60173-5059 

UNLIMITED TECHNOLOGY                                  SAN FRANCISCO                                      CA                 94103   
US COMMUNICATIONS INC                                 ALBUQUERQUE                                        NM                 87107   

US COMMUNICATIONS INC                                 ALBUQUERQUE                                        NM                 87107   

US COMMUNICATIONS INC                                 ALBUQUERQUE                                        NM                 87107   

US COMMUNICATIONS, INC.,                                                                                                            
 DIV. OF ARGUSS COMM. GRP                             ALBUQUERQUE                                        NM                 87154   
US SOUTH COMMUNICATIONS                               ATLANTA                                            GA                 30339   

UTILIQUEST                                            SAN ANTONIO                                        TX                 78238   
UTILIQUEST                                            SAN ANTONIO                                        TX                 78238   
UTILITIES CONSTRUCTION                                SOUTH EUCLID                                       OH              44121-2879 
UTILITY CONSULTANTS                                   ATLANTA                                            GA                 30339   
UUNET                                                 RICHMOND                                           VA              23285-4100 

V&A JANITORIAL SERVICES                               FRESNO                                             CA                 93729   
VALUCOM, INC                                          VIENNA                                             VA                 22180   

VCI TELECOM INC                                       DALLAS                                             TX              75284-6343 
VCI TELECOM, INC.                                     UPLAND                                             `                  91786   
VECA                                                  SEATTLE                                            WA                 98108   
VECTOR MANAGEMENT GROUP                               DENVER                                             CO                 80202   
VERITAS SOFTWARE CORP                                 MOUNTAIN VIEW                                      CA                 94043   
VERITAS SOFTWARE CORP                                 MOUNTAIN VIEW                                      CA                 94043   
VIDEOTRONIC, INC.                                     GOLDEN                                             CO                 80401   
VIDEOTRONIX, INC.                                     GOLDEN                                             CO                 80401   

VIRTUAL ENTERPRISES, INC DBA                          THORNTON                                           CO                 80241   

VIRTUAL VALLEY INTERNET                               HICKORY                                            NC                 28601   
VISA USA, INC.                                        ENGLEWOOD                                          CO                 80111   
VISION SYSTEMS LLC                                    BELLAIRE                                           TX                 77401   
VITRIA TECHNOLOGY INC                                 SUNNYVALE                                          CA              94085 3913 
VITRIA TECHNOLOGY INC                                 SUNNYVALE                                          CA              94085-3913 
VOCAL DATA, INC.                                      RICHARDSON                                         TX                 75081   
VOICEWARE SYSTEMS                                     WEST PALM BEACH                                    FL                 33401   
VOICEWARE SYSTEMS                                     WEST PALM BEACH                                    FL                 33401   
VOLT INFORMATION SCIENCES, INC.                       GRAPEVINE                                          TX                 76051   
VOLT SERVICES                                         HOUSTON                                            TX                 77056   

VOLT SERVICES INC.                                    HOUSTON                                            TX                 77056   

VOLT TELECOM GROUP                                    NORCROSS                                           GA                 30093   
VOLT TELECOM GROUP                                    NORCROSS                                           GA                 30093   
VROOM                                                 ENGLEWOOD                                          CO                 80112   

VYVX                                                  CHICAGO                                            IL              60673-7102 
VYVX INC                                              CHICAGO                                            IL              60673-7102 
W. JAMES OROVITZ, TRUSTEE                             Miami                                              FL                 33122   
W. T. LEONE'S TRI-AREA ELECTRIC CO. INC.              YOUNGSTOWN                                         OH                 44502   
W.L. CONTRACTORS, INC.                                ARVADA                                             CO                 80002   
WALLER CREEK COMMUNICATIONS                           AUSTIN                                             TX                 78701   
WANG GLOBAL SERVICES                                  CHANHASSEN                                         MN                 55317   

WARREN, MORRIS & MADISON, LTD.                        VIRGINIA BEACH                                     VA                 23451   
WAUKESHA-PEARCE INDUSTRIES, INC.                      SAN ANTONIO                                        TX                 78220   

Waverly Hill Partnership                              Boulder                                            CO                 80302   
WAVERLY HILL PARTNERSHIP                              Denver                                             CO                         
WCB FIVE LIMITED                                                                                                                    
 PARTNERSHIP C/O WCB PROPERTIES                       Newport Beach                                      CA                 92660   
WEITZ COHEN CONSTRUCTION CO                           DENVER                                             CO                 80203   
WELLS FARGO ALARM SERVICES                            PHOENIX                                            AZ                 85040   
WELLS FARGO ALARM SERVICES                            PHOENIX                                            AZ                 85040   

WESBELL ASSET RECOVERY CENTER                         `                                                  KS                 66215   
WEST AmericA MORTGAGE (WESTPIKE, LLC)                 Westminster                                        CO                         
WESTAFF                                               AUSTIN                                             TX                 78731   
WESTERN DATA                                          ENGLEWOOD                                          CO                 80112   

WESTERN UNION                                         ST LOUIS                                           MO              63150-0253 
WESTERN UNION                                         ST LOUIS                                           MO              63150-0253 
Western Union Ats C/O Worldcom                        Rchardson                                          TX                 75082   
WESTFIRE INC                                          DALLAS                                             TX                 75238   

WESTFIRE INC.                                         GOLDEN                                             CO                 80401   

WESTFIRE, INC.                                        GOLDEN                                             CO                 80401   

WESTSHARE SERVICES, INC.                              SNOHOMISH                                          WA                 98296   
WESTSHARE SERVICES, INC.                              SEATTLE                                            WA                 98104   

WESTSHARE SERVICES, INC.                              SNOHOMISH                                          WA                 98296   
WGW INC                                               Atlanta                                            GA                 30312   
WHITTMAN HART INC                                     ENGLEWOOD                                          CO                 80111   
WHITTMAN HART INC                                     ENGLEWOOD                                          CO                 80111   

WILLIAMS COMMUNICATIONS INC                           CHICAGO                                            IL              60673-1218 
WILLIAMS ELECTRIC COMPANY                             SHELBY                                             NC                 28151   

WILLIAMS ELECTRIC COMPANY (PIONEER                    SHELBY                                             NC                 28151   

WILSON CONSULTING GROUP INC                           VAIL                                               CO                 81658   
WILSON GROUP, THE                                     CORPUS CHRISTI                                     TX                 78403   
WILSON'S AIR TECHNOLOGIES                             TACOMA                                             WA                 98408   
WILSON'S AIR TECHNOLOGIES, INC.                       TACOMA                                             WA                 98408   
WINDSOR CONSULTANTS INC                               HOUSTON                                            TX                 77040   
WINSTAR COMMUNICATIONS                                VIENNA                                             VA                 22182   
WOLIN, CARLA J                                        DENVER                                             CO                 80206   
WORLDCOM                                              TULSA                                              OK                 74172   
WORLDCOM NETWORK SERVICES                             DALLAS                                             TX              75373-0426 
WORLDCOM NETWORK SERVICES INC                         TULSA                                              OK                 74172   
WORLDCOM NETWORK SERVICES INC                         TULSA                                              OK                 74117   
WORLDPORT COMMUNICATIONS (ENERGIS)                    KENNESAW                                           GA                 30144   
XEROX BUSINESS SERVICES                               DENVER                                             CO                 80237   

XO COMMUNICATIONS/NEXTLINK                            SCOTTSDALE                                         AZ                 85254   
YANKEE GROUP, THE                                     BOSTON                                             MA                 21160   


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ICG Communications, Inc.                                                                                                            
Listing of Executory Contracts and Unexpired Leases                                                                                 
To be Rejected                                                                                                                      
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                      Non-Debtor Party to Lease/Contract                                                                            
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                                                                        Address                                                     

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Name                                                Description                                                                     
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100 Park Center Plaza                               Office Space                                                                    
2100 West End Avenue                                Office Space                                                                    
3 HUTTON CENTRE, LP                                 NON-STANDARD ROE AGREEMENT                                                      
3355 Richmond Rd, Bldg. B                           Office Space                                                                    
3550 Watt Avenue                                    Executive Suite -                                                               
3607 Broadway Realty Associates                     Type 1 Central Office - Lucent 5ESS Switch  @ 1309 Noble, Philadelphia, PA      
4311 Wilshire Building, Ltd.,                                                                                                       
 C/O Transwestern Property Company                  Right of Entry @ 4311 Wilshire Blvd., Los Angeles, CA                           
455 SHERMAN ASSOCIATES LLC                          NON-STANDARD ROE AGREEMENT                                                      
72 Jericho Associates                               Pop site @ 72 Jericho Turnpike, Mineola, NY                                     
789 Sherman Ltd. Liab. Co.                          Right of Entry (Roe) @ 789 Sherman                                              
789 SHERMAN LTD. LIAB. CO.                          RIGHT OF ENTRY AGREEMENT                                                        
88 Kearney Street                                   Office Space                                                                    
A&B UNDERGROUND LLC                                 Central office construction in Oregon.                                          
A. M. ORTEGA                                        Maintenance agreement                                                           
A.M. ORTEGA                                         Construction agreement                                                          
ABACON TELECOMMUNICATIONS                           Distributor that  provides Lucent equipment.                                    
ABACON TELECOMMUNICATIONS                           P.O. Vendor - central office outside plant construction.                        
ABEL COMMUNICATIONS, INC.                           Security System installation                                                    
ABTS NET                                            Collocation space agreement                                                     
ACCESS DATA                                         Master consulting agreement                                                     
ACCESS DATA CONSULTING CORP                         Consulting services                                                             

Access Transmission Services                        Fiber use agreement from 624 S Grand Avenue., Los Angeles, CA to 15303          
                                                     Ventura Highyway                                                               
ACREE DAILY CORPORATION                             Nationwide security system installation.                                        
ACTION BUSINESS CLEANING SYSTEMS                    Janitorial co in Birmingham for office.                                         

ACTON CONTRACTORS INC                               General contractor in Birmingham -                                              
ACTON CONTRACTORS INC                               Specializing in tenant finishing (contract dated 7/10/00)                       
ADC TELECOMMUNICATIONS                              Construction and installation.                                                  

ADDISON CIRCLE TWO LTD.                             EQUIPMENT INSTALLATION AGREEMENT                                                
ADEX CORPORATION                                    Master construction agreement                                                   

ADVANCED COMMUNICATIONS, INC.                       Fiber installation.  Conduit construction.                                      
ADVANCED FIBER RESPONSE                             Lash fiber install - conduit lowering and maintenance.                          
ADVANCED FIBER RESPONSE, INC.                       Lash fiber install.                                                             
ADVANCED TECHNOLOGIES & SERVICES                    Software and support services.                                                  

AEROTECH MECHANICAL                                                                                                                 
 CONTRACTORS INC                                    Central office construction.                                                    
AEROTEK INK /OPTOINS ONE INC                        Professional services.                                                          
AGUIRRE CORPORATION                                 Professional  Engineering services.                                             

AIR MASTERS/CSUSA FLORIDA                           Central office construction.                                                    
Airport Business Parks                              Pop site @ 3621 W. Mac Arthur Blvd., Santa Ana, CA                              

ALABAMA LINE LOCATION CENTER INC                    Line locating service                                                           
ALBAN ENGINE POWER SYSTEMS                          Generator maintenance.                                                          
ALBERT PLUMBING HEATING & AIR                       Professional services                                                           

ALEXANDER UTILITY ENGINEERING                       Outside Plant construction.                                                     
ALL SEASONS CLEANERS INC                            Janitorial vendor has 5 sites.  Contract - 00-1148                              
ALL STAR TELECOM                                    Outside Plant construction.                                                     
ALL STAR TELECOM                                    Outside Plant construction.                                                     
ALL STAR TELECOM                                    Outside Plant construction.                                                     
ALL STAR TELECOM                                    Outside Plant construction.                                                     
ALLIED ELECTRIC INC                                 Electrical Contractors                                                          
ALLSTAR PERSONNEL (ALL STAR)                        Recruiting agreement                                                            
ALLTECH TECHNOLOGIES LLC                            Engineering, Furnish and Install Agreement                                      

ALLTECH TECHNOLOGIES LLC                            Lash fiber install.                                                             

ALLTEL                                              Carrier - PRI in Nebraska                                                       
ALLTEL CORP                                         Outside plant materials and central office equipment.                           
ALLTEL INFORMATION SERVICES INC                     PRI service in Ohio.                                                            
ALLTEL INFORMATION SERVICES INC                     Recruiting agreement                                                            
ALLWEST SYSTEMS INC                                 Security MDI - Installation and Maintenance                                     

ALLWEST SYSTEMS INC                                 Security MDI - Installation and Maintenance                                     

ALPINE POWER SYSTEMS                                DC Power installation                                                           
ALTA TELECOM                                        Engineering, Furnish and Install Agreement                                      

AMERICAN APPRAISAL ASSOCIATES                       Real Estate Appraiser                                                           
AMERICAN BUSINESS PERSONNEL SVCS                    Recruiting agreement                                                            

AMERICAN EXPRESS                                    Employee travel                                                                 
AMERICAN EXPRESS TAX & BUSINESS                     Corporate cards                                                                 

AMERICAN MANAGEMENT SYSTEMS                         Temporary employees                                                             

AMERICAN MANAGEMENT SYSTEMS                         Temporary employees                                                             

AMERICAN OFFICE PARK                                RIGHT OF ENTRY AGREEMENT                                                        
AMERICAST INDUSTRIES, INC                           EQUIPMENT INSTALLATION AGREEMENT                                                
AMERICOM                                            Engineering, Furnish & Install agreement                                        
AMERICOM ENTERPRISES, INC.                          Engineering, Furnish & Install agreement                                        
AMERITECH OHIO                                      This agreement/contract establishes rules for the ordering, provisioning,       
                                                     and maintenance of equipment and facilities between ICG and the signee.        

AMS                                                 Confidentiality agreement.                                                      

AMSHER COLLECTIONS                                  Collocation space agreement                                                     
AMTEVA TECHNOLOGIES, INC.                           Software and support services                                                   

ANSCO AND ASSOCIATES, INC.                          Outside Plant Construction.                                                     
ANSPACH, BARRY                                      Consulting services                                                             
APCON NETWORK SOLUTIONS, INC.                       Conduit lowering and maintenance.                                               

APEX ASSOCIATES                                     Recruiting agreement                                                            
APPLIED INNOVATION                                  Trial agreement to test X.25 Cisco router                                       
APPLIED TELECOMMUNICATIONS                          Trial agreement.                                                                
ARC SERVICES                                        Consulting services                                                             
ARCHITECTURE ONE                                    Real Estate Architect                                                           

ARCHITEL                                            Software and support services                                                   
ARCUS DATA SECURITY                                 Tape Data storage services                                                      
ARISS KAHAN DATABASE MARKETING GRP                  Consulting services                                                             
ARIZONA PIPELINE CO                                 Conduit lowering                                                                
ARMSTRONG LAING INC                                 Software license agreement                                                      

ARROW ELECTRIC CO, INC                              Standard electrical services - Electrical construction.                         
ARROW ELECTRIC COMPANY, INC.                        Standard electrical services - Electrical construction.                         
ARROW ELECTRIC CONTRACTORS INC                      Standard electrical services - Electrical construction.                         
ARROWHEAD CONSULTING COMPANY                        Consulting Services                                                             
ARTHUR ANDERSEN LLP                                 Professional services                                                           
ARTHUR ANDERSEN LLP                                 Professional services                                                           
ASCEND COMMUNICATIONS INC                           AKA Cascade View.                                                               
ASIA INTERNATIONAL (AIC)                            CARRIER SALES AGREEMENTS                                                        
ASPECT TELECOMMUNICATIONS CORP                      Customer care system.                                                           
ASPECT TELECOMMUNICATIONS CORP                      Purchase and Sale agreement                                                     
ASTRAL COMMUNCIATIONS                               Collocation space agreement                                                     
AT&T                                                Point 2 Point                                                                   
AT&T                                                Private line. Long distance                                                     
AT&T                                                Private line. Long distance, & PRI                                              
AT&T CAPITAL CORP                                                                                                                   
                                                    Purchasing master equipment lease agreement                                     

AT&T GLOBAL NETWORK SERVICES                        Carrier private line                                                            
ATLANTIC AND PACIFIC TELECOM, INC                   Central office installation                                                     
ATLANTIC AND PACIFIC TELECOM, INC.                  Central office installation                                                     

ATLANTIC CONNECTIONS                                Special Access                                                                  
AUSTIN DATA SYSTEMS                                 Software and support services                                                   
AUTOMOTIVE RENTALS, INC.                            Facilities - Fleet agreement guarantee.                                         
AUTOMOTIVE RENTALS, INC.                            Lease agreement for fleet vans                                                  
AUTOMOTIVE RESOURCES INTERNATIONAL                                                                                                  
 /AUTOMOTIVE RENTALS INC.                           Lease agreement and subsequent  addendum                                        

AVESTA TECHNOLOGIES INC                             Software and support services                                                   
AVIS RENT A CAR INC                                 Auto Rental agreement                                                           
AXIOM TECHNOLOGY, INC.                              Axiom is now Telesciences.                                                      
AXIOM TECHNOLOGY, INC.                              Axiom is now Telesciences.                                                      
AZTEC CABLE AND                                                                                                                     
 COMMUNICATIONS CONTRACTORS                         Fiber relocations in Denver.                                                    

AZTEC NETWORK COMMUNICATIONS                        Engineering, Furnish & Install agreement                                        
BACKWEB TECHNOLOGIES                                Software license agreement dated 5/07/99                                        
BANK ONE ARIZONA,                                                                                                                   
 NA/ARIZONA STATE RETIREMENT                        License agreement                                                               

BBN CORP. - DBA:                                                                                                                    
 GTE INTERNETWORKING, INC.                          Carrier                                                                         
BDSI INC D/B/A BEECHWOOD                            IT  Master Custom Software Development, Software License & Services             
                                                     Agreement                                                                      
BEACON CENTER PARTNERS                              Right of Entry (Roe) @ 651 Beacon Pkwy., W.Birmingham, AL                       
BEACON CENTER PARTNERS, LTD.                        RIGHT OF ENTRY AGREEMENT                                                        
BEACON CENTER PARTNERS, LTD.                        RIGHT OF ENTRY AGREEMENT                                                        
BEACON INVESTMENT CORPORATION                       Right of Entry (Roe) @ 1900 Rexford Road                                        
BEACON MANAGEMENT COMPANY                           Right of Entry/License Agreement @ 10980 Wilshire Blvd                          
BEANS, WILLIAM S. JR                                Employment Agreement                                                            
BECKETT BROWN INTERNATIONAL INC                     Recruiting agreement                                                            
BEERMAN REALTY CO.                                                                                                                  
 (B-W LIMITED PARTNERSHIP)                          RIGHT OF ENTRY AGREEMENT                                                        
BELL COMMUNICATIONS                                                                                                                 
 RESEARCH INC (BELLCORE)                            Professional services agreement                                                 
BELLCORE                                            Master License Agreement                                                        
BELLCORE                                            Supplement to Master License Agreement                                          
BELLSOUTH LONG DISTANCE INC                         This agreement/contract establishes rules for the ordering, provisioning,       
                                                     and maintenance of equipment and facilities between ICG and the signee.        
BELLSOUTH TELECOMMUNICATIONS INC                    This agreement/contract establishes rules for the ordering, provisioning,       
                                                     and maintenance of equipment and facilities between ICG and the signee.        
BERGER & COMPANY                                    Consulting services                                                             

Berry Building Partners, LLC                        ROE - Due upon installation                                                     
BERTHEL LEWIS ELECTRIC INC                          Inside wiring and electrical.                                                   
BERTHEL LEWIS ELECTRIC, INC.                        Maintenance agreement                                                           
BERWICK ELECTRIC                                    Conduit Construction                                                            
BERWICK ELECTRIC CO.                                Electrical contractors                                                          
BETSCHART ELECTRIC COMPANY, INC.                    Conduit construction and drilling.                                              

BETSHART ELECTRIC COMPANY, INC.                     Conduit construction and drilling.                                              
BETTER COMFORT SYSTEMS INC                          Conduit construction and drilling.                                              
BILBREY CONSTRUCTION INC                            Surveying outside plant construction                                            
BILBREY CONSTRUCTION, INC.                          Surveying outside plant construction                                            
BIZILLIONS TELECOM                                  Collocation space agreement                                                     

BLACK BOX CORPORATION                               Inside wiring and electrical.                                                   
BLACK BOX NETWORK SERVICES OF CHICAGO               Inside wiring and electrical.                                                   
BLACK TIE ENTERPRISES                               Consulting services                                                             
BLOOMBERG LP                                        Leased equipment                                                                
BLUE ADVANTAGE                                      Employee medical coverage                                                       
BOARD OF REGENTS OF THE                                                                                                             
 UNIVERSITY OF TEXAS SYSTEM                         License Agreements                                                              
Bob, L.C.                                           Pop site @ 501-15th St., Moline, IL                                             
BOLDTECH SYSTEMS, INC.                              Consulting services                                                             

BORN INFORMATION SERVICES                           Consulting services                                                             

BOVIS LEND LEASE INC                                Work on the garage                                                              
BOWER AND ASSOCIATES                                Recruiting agreement                                                            
BRADLEY-MORRIS, INC.                                Recruiting agreement                                                            

Brazie Family Properties                                                                                                            
(Westminster Financial Corporation)                 Right of Entry (Roe) @ 865 South Dixie Drive., Vandalia, OH                     
BRD CONSULTING                                      Recruiting agreement                                                            
BRECK LARSON I                                      Video services                                                                  
BRIO TECHNOLOGY INC                                 Oracle report writing software.                                                 
BRISTOL SQUARE, INC                                 RIGHT OF ENTRY AGREEMENT                                                        
BROADWING COMMUNICATIONS SVCS                       P2P Vendor Relations is negotiating.                                            
BROOKS INTERNATIONAL                                Professional services                                                           
BRYAN J. SHELBY PC                                  Employment Agreement                                                            
BTECH SYSTEMS INTEGRATORS                           Construction agreement                                                          

B-TECH WIRE & CABLE, INC.                           Install wire cable and fiber.                                                   

BUCKEYE POWER                                       Generator Maintenance                                                           
BUCKEYE POWER SALES CO. INC.                        Generator Maintenance                                                           
BUILDER'S ELECTRICAL                                Inside wiring and electrical.                                                   
BUILDER'S ELECTRICAL, INC.                          Inside wiring and electrical.                                                   
BURKE INCORPORATED                                  Consulting services                                                             
BURKEEN CONSTRUCTION                                Cable locating (contract 99-3071)                                               

BURNIP & SIMMS OF TEXAS                             Directional conduit plowing.                                                    
BURNIP & SIMMS OF TEXAS                             Directional conduit plowing.                                                    
BUSINESS SOLUTIONS INC                              Consulting Services                                                             
BW ELECTRIC INC                                     Security installation work.   (contract 99-3511)                                
C - SYSTEMS                                         Special Access                                                                  
C AND Y ASSOCIATES                                  Lease modification                                                              
C.R. CARNEY ARCHITECTS, INC                         Professional Services                                                           
CABLCON                                             Confidentiality agreement.                                                      
CABLE & WIRELESS COMMUNICATIONS                     Carrier                                                                         
Cable & Wireless Inc                                Carrier Sales 96-1052 - PRIVATE LINE                                            
CABLE TV SERVICE INC.                                                                                                               
 & SOUTH SHORE CABLE                                Fiber splicing and emergency restoration in Ohio.                               

CABLE TV SERVICES                                   Outside plant construction                                                      
CABLE TV SERVICES                                   Underground fiber optic cable paving and boring.                                
CACTUS INTEGRATION GROUP                            Custom cabinet HVAC design.                                                     
CACTUS INTEGRATION GROUP                            Custom cabinet HVAC design.                                                     
CAE & ASSOCIATES INC                                Security Systems                                                                
CAE & ASSOCIATES, INC.                              Nation Design/Build firm                                                        
CALL SCIENCES                                       Collocation space agreement                                                     

CALLIDUS SOFTWARE INC                               Software to track sales                                                         

CAL-TECH INTERNATIONAL TELECOM CORP                 Carrier sales agreement                                                         

CAMBRIDGE TECHNOLOGY PARTNERS                       Temporary employees                                                             
CAP GEMINI AMERICA INC                              Professional services addendum, maintenance, software, Master software          
                                                     development agreement.                                                         
CAP GEMINI AMERICA INC                              Professional services addendum, maintenance, software, Master software          
                                                     development agreement.                                                         
CAP GEMINI AMERICA LLC                              Professional services addendum, maintenance, software, Master software          
                                                     development agreement.                                                         
CAPROCK COMMUNICATIONS/MCCLOUD                      OPERATOR SERVICES & PRIVATE LINE.                                               
CARAT USA INC                                       Media/Advertising agreement                                                     
CAREER CONSULTANTS                                  Recruiting agreement                                                            
CAREER FORUM INC                                    Recruiting agreement                                                            
CAREERS LTD                                         Recruiting agreement                                                            
CARLSON DESIGN CONSTRUCT CORPORATION                Construction contractor.                                                        
CAROL ELECTRIC CO INC                               Construction contractor in Southern California.                                 
CARRIER 1, INC.                                     Special Access                                                                  
CARTER & BURGESS                                    Real Estate Architect                                                           
CASCADE COMMUNICATIONS CORP                         Old Lucent Switches  AKA Ascend now Lucent                                      
CASTLE & COOKE CARRIER HOTELS, LLC                  Type 1 Central Office - Lucent 5ESS Switch  @ 440 W. Kennedy, Orlando, FL       
CASTLE PINES                                        Promotional advertising                                                         
CBT SYSTEMS, USA LIMITED                            Online training.                                                                
CENTRAL HEATING & PLUMBING INC                      HVAC installs and repairs                                                       
CENTRAL HEATING AND PLUMBING, INC.                  HVAC for central office                                                         
Centrum-Belleview LLC                               ROE - Fleisher-Smyth/8700 E Belleview 97-1046/Original                          
CERTIFIED ASSOCIATES, INC.                          Recruiting agreement                                                            

CH2M HILL, INC.                                     Project management                                                              

CHA SYSTEMS INC                                     Software and support services                                                   
CHARLES SCHWAB AND COMPANY, INC.                    HR benefits  - 401K plan                                                        
CHARLES TAYLOR COMMUNICATIONS                       Construction projects in the west                                               
CHARLES TAYLOR COMMUNICATIONS, INC.                 General contractor co installs.                                                 
CHAT COMMUNICATION SERVICES                         Fiber splicing - Digital transport systems                                      
CHAT COMMUNICATIONS                                 Construction projects                                                           
CHOICE OPTIC COMMUNICATIONS, INC.                   Maintenance agreement                                                           
CHOICE OPTICS COMMUNICATIONS INC                    Inside wiring & electrical.                                                     
Chrone Real Estate Corporation                      Pop site @ 100 Quimby St., Westfield, New Jersey                                

CIBER INC                                           Consulting services                                                             

CIBER INC                                           Consulting services                                                             

CIRCUIT-TRAN CORPORATION                                                                                                            
 AKA PRE-VENTRONICS                                 Engineering, Furnish & Install agreement                                        
CISCO SYSTEMS                                       Evaluation Agreement to demo equipment in the lab                               

CISCO SYSTEMS                                       Lease or acquisition of Cisco equipment to buildout ICG's dial port             
                                                     network                                                                        
CISCO SYSTEMS CAPITAL CORP.                         Guarantee of payment and performance obligations                                

CISCO SYSTEMS CAPITAL CORP.                         Master Agreement to govern schedules which will contain specific equipment      
                                                     lease details.                                                                 

CISCO SYSTEMS CAPITAL CORP.                         Master Agreement to govern schedules which will contain specific equipment      
                                                     lease details.                                                                 
CISCO SYSTEMS INC                                   Master Integrated Communications Service Provider Purchase and License          
                                                     Agreement.                                                                     

CISCO SYSTEMS, INC.                                 EF&I Professional Services Subcontract Agreement.  Details in SOW               
                                                     installing equipment where necessary.                                          
CISCO SYSTEMS, INC.                                 Master Integrated Communications Service Provider Purchase and License          
                                                     Agreement.                                                                     
CISCO SYSTEMS, INC.                                 NOC Staff Augmentation for 2 Cisco Engineers to be on staff at ICG to           
                                                     support the network                                                            
CITRIX                                              Winframe software - diagnostics, bulletin board, etc.                           
CITY OF BOULDER                                     Agreement allowing ICG to enter public right of way to lay or maintain          
                                                     existing fiber, underground or above ground.                                   

CITY OF BOULDER                                     Agreement allowing ICG to enter public right of way to lay or maintain          
                                                     existing fiber, underground or above ground.                                   

CITY OF BOULDER                                     Franchise municipal license agreement                                           

CITY OF CHARLESTON                                  Agreement allowing ICG to enter public right of way to lay or maintain          
                                                     existing fiber, underground or above ground.                                   

CITY OF CLEVELAND                                   Agreement allowing ICG to enter public right of way to lay or maintain          
                                                     existing fiber, underground or above ground.                                   
CITY OF DENVER/MILE HI CABLE                        Agreement allowing ICG to enter public right of way to lay or maintain          
                                                     existing fiber, underground or above ground.                                   
CITY OF GREENVILLE,SC                               Franchise Agreement                                                             
CITY OF LONGMONT                                    IRU                                                                             

CITY SIGNAL FIBER SERVICES INC.                     Network Construction.                                                           
CITY SIGNAL FIBER SERVICES, INC                     Outside plant construction                                                      
CLASS ACT TRAINING & CONSULTING                     Consulting Services                                                             
CLASS ACT TRAINING & CONSULTING                     Consulting Services                                                             
CLEVELAND REAL ESTATE PARTNERS                      Right of Entry (Roe) @ 1965 E 6th Street., Cleveland                            
CLEVELAND REAL ESTATE PARTNERS                      RIGHT OF ENTRY AGREEMENT                                                        
Cliff Preston                                       Pop site @ 4125 Mohr Ave., Pleasanton, CA                                       

CMACAO                                              Collocation space agreement                                                     
CMS ELECTRICAL SERVICE CO                           Electricians                                                                    
CMS ELECTRICAL SERVICES INC                         Inside wiring & electrical                                                      
COLONIAL AIR CONDITIONING COMPANY                   HVAC & electrical service for POPs                                              
COLORADO SEMINARY, UNIVERSITY OF DENVER             Consulting Services                                                             
COLORADO TELE-EQUIPMENT COMPANY (CTEC)              Purchasing surplus, equipment sales                                             
COMDISCO INC                                        Assignment and Assumption Agreement                                             
COMDISCO INC                                        Computer Equipment Lease                                                        
COMDISCO INC                                        ICG leases computers through Comdisco as a reseller of Compaq                   
COMDISCO INC                                        Market value buy out option on old Netcom equipment.                            
COMFORT SYSTEMS USA, FLORIDA                        Confidentiality agreement                                                       
COMMERCIAL REALTY GROUP, INC                        Real Estate Broker                                                              
COMMS PEOPLE INC                                    Consulting Services                                                             
COMMUNICATION LINK, INC.                            Engineering, Furnish & Install agreement and confidentiality agreement          
COMMUNICATION TECHNICAL SYSTEMS INC                 Consulting services                                                             

COMMUNICATIONS RESOURCES                                                                                                            
 INTERNATIONAL, INC.                                Independent Contractor                                                          
COMMUNICATIONS SUPPLY CORP                          Cable supplier.                                                                 

COMMUNICATIONS TEST DESIGN, INC.                    Management services agreement.                                                  
COMNEX INTERNATIONAL                                SS7 and Special Access                                                          

COMPATIBLE COMMUNICATION SYSTEMS                    Confidentiality agreement.                                                      
COMPLETE COMMUNICATIONS SYSTEMS                     Consulting Services                                                             
COMPLUS                                             Line locating service                                                           
COMPUTER HORIZONS CORPORATION                       Temporary employees                                                             
COMPUTER ROOM DESIGN CORPORATION                    Fiber optic installs                                                            
COMPUWARE CORPORATION                               Master consulting agreement                                                     
COMTEL SYSTEMS TECHNOLOGY INC                       Engineering, Furnish & Install agreement                                        
CONCORD ATLANTIC ENGINEERS                          Engineering, Furnish & Install agreement                                        

CONLEY EQUIPMENT COMPANY                            Engineering, Furnish & Install agreement                                        
Consolidated Assets Company                         Right of Entry (Roe) @ 3550 W 6th St                                            
CONSOLIDATED COMMUNICATIONS                         Operator services ie collect calls, third number billing, calling card,         
                                                     person-person, etc.                                                            

CONSOLIDATED CRANE & RIGGING, LTD                   Crane operating services                                                        
CONVERGENT COMMUNICATIONS INC                       Recruiting agreement                                                            
CONVERGENT COMMUNICATIONS INC                       Special Access                                                                  
CONVERGENT COMMUNICATIONS INC                       Special Access                                                                  
COOK PAVING & CONSTRUCTION                          Asphalt, paving, concrete work.                                                 

COOPER RIBNER CORPORATION, THE                      Consulting services                                                             
COPPER MOUNTAIN NETWORKS INC                        DSL data networking solutions.                                                  

COPPER MOUNTAIN NETWORKS INC                        Equipment/software purchase                                                     

COPPERCOM                                           Software and support services.                                                  
CORENET SERVICES, INC.                              System inspection and documentation.                                            
CORETECH CONSULTING GROUP, INC.                     Consulting services                                                             

CORPORATE REAL ESTATE SERVICES, INC                 Lease audited service.                                                          
COSTA SOUTHWEST                                     Engineering, Furnish & Install agreement                                        
COVAD COMMUNICATIONS CO.                            Distributor agreement                                                           
COVAD COMMUNICATIONS GROUP                          CARRIER SALES AGREEMENTS- PRIVATE LINE                                          
COVAD NATIONAL                                      Leased space                                                                    
COVERALL CLEANING CONCEPTS                          Maintenance.                                                                    
COWIN FIBER OPTIC SERVICES, INC.                    Test, document, and analyze fiber.                                              
CPUI CORPORATION                                    Recruiting agreement                                                            
CRANSTON, TIMOTHY M                                 Market Research - Independent Contractor                                        
CROCE ELECTRIC CO INC                               Did electrical work in Boston (contract 00-1744)                                
CROCE ELECTRIC COMPANY INC.                         Maintenance agreement for power plant                                           
CROWN FIBER COMMUNICATIONS                          Trenching, plowing & conduit construction.                                      
CROWN FIBER COMMUNICATIONS, INC.                    Trenching, plowing & conduit construction.                                      
CROY M ETLING-SOFTWARE ARCHITECTS, INC              Consulting services                                                             

CSG SYSTEMS, INC.                                   Confidentiality agreement.                                                      

CSI COMMUNICATION SERVICES, INC.                    Inside wiring & electrical.                                                     
CSI CORPORATION                                     Special Access                                                                  

CTC Illinois Trust Company as                                                                                                       
 Trustee for Agents Pension Plan                    Right of Entry (Roe) @ 6600 Busch Blvd., Columbus, OH                           
CTC ILLINOIS TRUST COMPANY AS                                                                                                       
 TRUSTEE FOR AGENTS PENSION PLAN                    RIGHT OF ENTRY AGREEMENT                                                        
CULVER PERSONNEL SERVICES                           Recruiting agreement                                                            
CURRENT ANALYSIS                                    Market Research -                                                               

CUSTOM POWER SERVICES, INC.                         Engineering, Furnish & Install agreement                                        
CUSTOMER COMM                                       Collocation space agreement                                                     
CUYAHOGA FALLS PUBLIC SCHOOLS                       Y2K letter.                                                                     
CW FENTRESS JH BRADBURN                                                                                                             
 AND ASSOCIATES, PC                                 Architect                                                                       
CYGENT INC                                          Software and support services                                                   
CYRAS SYSTEMS, INC.                                 Trial agreement                                                                 
D.E.A. CONSTRUCTION COMPANY                         Hired to replace conduit in the Denver area.                                    
DANA COMMERCIAL CREDIT CORP                         Outside services                                                                
DANA COMMERCIAL CREDIT CORP                         Outside services                                                                
DANELLA CONSTRUCTION CORP OF COLO                   Outside plant construction services.                                            
DANELLA CONSTRUCTION CORP. OF COLORADO              Outside plant construction services.                                            
DANIEL J. EDELMAN, INC.                             Public Relations Services                                                       

DANIELS AND PATTERSON                                                                                                               
 CORPORATE SEARCH, INC.                             Recruiting agreement                                                            
DANIS BUILDING CONSTRUCTION COMPANY                 Outside plant construction services.                                            
DASIA.NET                                           Collocation space agreement                                                     
DATA PROCESSING RESOURCES CORP.                     Consulting services                                                             

DAVID GINN DBA CONTROLLED                                                                                                           
 MAINTENANCE SYSTEMS                                Janitorial co in Birmingham for switch.                                         
DAWN TECHNOLOGIES INC                               Recruiting agreement                                                            
DAWSON PERSONNEL SYSTEMS                            Recruiting agreement                                                            
DAYTON NETWORK ACCESS COMPANY, THE                  Dedicated Transport Services 00-2317                                            
DEA CONSTRUCTION COMPANY                            Hired to replace conduit in the Denver area - contracted dated 10/14/99         
DEBUSK ELECTRIC INC.                                Conduit lowering & maintenance.                                                 
DEBUSK ELECTRIC, INC                                Conduit lowering & maintenance.                                                 
DELOITTE & TOUCHE TAX TECH LLC                      Professional services                                                           
DELTA AIR LINES                                     Volume agreement                                                                

DENNIS K BURKE                                      Market Research - Independent Contractor                                        

DEPLOY COMMUNICATIONS, INC                          Engineering, Furnish & Install agreement                                        
DIAL TONE SERVICES                                  Carrier sales agreement                                                         
DIAMONDBACK INTERNATIONAL INC                       Project management                                                              

DIAMONDBACK INTERNATIONAL INC                       Project management                                                              
DISCOUNT AIR COND. & HEATING, INC.                  HVAC Installs                                                                   
DISCOUNT AIR CONDITIONING                                                                                                           
 AND HEATING, INC.                                  HVAC installs                                                                   
DIVCO, INC.                                         HVAC installs & maintenance.                                                    

DIVCO, INC.                                         HVAC installs & maintenance.                                                    
DMR CONSULTING                                      Labor consulting agreement                                                      
DOMINO PARTNERS                                     Manages, renovates and maintains office and commercial properties.              
DOMINO PARTNERS                                     Manages, renovates and maintains office and commercial properties.              
DOMINO PARTNERS                                     Manages, renovates and maintains office and commercial properties.              
DOUBRAVA MAINTENANCE, INC.                          Outside plant conduit construction.                                             
Doug Faulk                                          Employment Agreement                                                            
DPI USER GROUP                                      Seminars                                                                        
DPRC                                                Temporary employees                                                             
Dragon Building, LLC                                Pop site @ 3888 E. Mexico Ave., Denver, CO                                      

DRAKE CONTRACTORS, INC.                             Underground installs                                                            
DRAKE CONTRACTORS, INC.                             Underground installs                                                            
DSI TECHNOLOGY ESCROW SVCS                          Code in escrow.                                                                 

DUANE EVANS-PARKER -                                                                                                                
 BORN INFORMATION SERVICE                           Temporary employees                                                             
East County Internet Services                       Colocation @ 1612 A Street., Antioch, CA                                        
EASTERN REASEARCH, INC.                             Services to hold data in escrow                                                 
EDP RECRUITING SERVICES INC                         Consulting services                                                             
EF&I SERVICES COMPANY                               Engineering, Furnish & Install agreement                                        
EGLOBE, INC.                                        SS7 and Special Access                                                          
EINHEIT ELECTRIC CONSTRUCTION CO                    Central office construction.                                                    
EIR ELECTRIC                                        FOTI agreement.                                                                 
ELECTRIC LIGHTWAVE                                  LEASE OF PRIVATE LINE SERVICES AND PRI.                                         
ELECTRIC LIGHTWAVE                                  Special Access                                                                  
ELECTRONIC SEARCH INC. (ESI)                        Recruiting agreement                                                            

ELITE PERSONNEL                                     Recruiting agreement                                                            
ELKA MANAGEMENT                                     EQUIPMENT INSTALLATION AGREEMENT                                                
Ely Park Investors                                  Pop site @ 501 Broad St., Elyria, OH                                            
EMC CORPORATION                                     Hardware and software and support services                                      
EMPLOYEE ASSISTANCE                                 Mental Health Services, Short term counseling                                   
EMPLOYEE INFORMATION SERVICES                       Employee Drug testing service                                                   

ENCOMPASS NATIONAL ACCOUNTS GROUP, INC.             HVAC maintenance                                                                
ENERGY PRODUCTS & SERVICES                          Provides battery plants and designs power supply (contract dated 6/21/00)       
ENERGY PRODUCTS & SERVICES, INC                     Battery install & disposal testing & maintenance.                               
ENTERPRISE STORAGE COMPANY                          IT data storage                                                                 
ENVIRONMENTAL MITIGATION GROUP (EMG)                Construction excavator                                                          
ENVIROSAFE SERVICES OF OHIO, INC                    Old Foti Construction                                                           
EOT                                                 Pop site @ 111 West Anderson Lane, Austin, TX                                   

EQUAL NET CORP (EQUALNET)                           SS7 and Special Access                                                          
EQUINIX                                             Provides high security facilities internet business exchange facilities         
                                                     with related services                                                          
ERICSSON ENTERPRISES                                Wireless phone services.                                                        
ERVIN CABLE CONSTRUCTION                            Outside plant construction.                                                     
ERVIN CABLE CONSTRUCTION INC.                       Outside plant maintenance, fiber splicing, and emergency restoration in         
                                                     Kentucky and Alabama.                                                          
ERVIN CABLE CONSTRUCTION, INC.                      Lash fiber installs                                                             

ESI INTERNATIONAL                                   Consulting Services                                                             
EUROSOFT INC.                                       Recruiting agreement                                                            

EVERETT & O'BRIEN                                   Recruiting agreement                                                            
EVERGREEN SPECIALTY COMPANY                         Holiday decorating company                                                      
EVERGREEN STATE SHEET METAL                         HVAC installs                                                                   
EVERGREEN STATE SHEET METAL INC                     HVAC installs                                                                   
EXCESS, INC./P.C.S.E.                               Recruiting agreement                                                            
EXCHANGE APPLICATIONS INC                           Software and support services                                                   

EXECUTIVE SOLUTIONS/MUTUAL BENEFIT                  Recruiting agreement                                                            
FASTECH, INC. (CUSTOM POWER SERVICES)               Engineering, Furnish & Install agreement                                        
FBS COMMUNICATIONS, L.P.                            Central office installs                                                         
FIBER PROTECTION SYSTEMS                            Cable locates.                                                                  
FIBERLINK TELECOM GROUP                             Testing of switch equipment & fiber splicing.                                   
FIBERNET TELECOM GROUP, INC.                        Special Access                                                                  
FIBERSPAN COMMUNICATIONS CORP.                      Outside plant construction dated 3/2/00                                         
FIBERSPAN COMMUNICATIONS CORP.                      Working the Genuity job in LA.                                                  
FIBEX SYSTEMS                                       Hardware, software and support services.                                        
Fifth Ave Professional Center                       Pop site @ 1850 5th Ave., San Diego. CA                                         

FINZER IMAGING SYSTEMS                              Copying services agreement and addendum                                         
First Carroll Partners, LP                          Non Standard ROE 7720 East Belleview Avenue Englewood, CO                       
First Carroll Partners, LP                          Non Standard ROE 7730 East Belleview Avenue Englewood, CO                       
First Interstate Tower, CA Joint Venture            Office Space                                                                    
FIRST LAYER COMMUNICATIONS, INC                     Engineering, Furnish & Install agreement                                        
FIRST NATIONAL BANK                                 Y2K letter.                                                                     
FIRST RESOURCE                                      Market Research                                                                 
FIRST RESOURCES INC                                 Consulting Services                                                             
FIRST SOUTH UTILITY CONSTRUCTION, INC.              Underground & aerial cable construction.                                        
Fisbo of New Jersey, LLC                            Pop site @ 103 Bayard., New Brunswick, NJ                                       

FISHEL COMPANY                                      Provides outside plant restoration services                                     
FISHEL COMPANY, THE                                 Outside plant construction.                                                     
FIVE STAR ELECTRIC CORP                             Engineering, Furnish & Install agreement                                        
FIVE STAR TELECOM/A&N (A AND N)                     Special Access                                                                  
FIVE-O ELECTRIC                                     Electrical contractor                                                           
FLIGHT LINE SERVICE AND SUPPORT GROUP               Fiber pulls & plowing.                                                          
FLIGHTLINE SERVICE & SUPPORT GROUP                  Fiber pulls & plowing.                                                          
FLYNT AND KALLENBERGER                              Engineering agreement                                                           
FOCAL COMMUNICATIONS CORP OF IL                     PRI service and private line.                                                   
FORSYTHE MCAUTHUR                                   Master equipment lease agreement                                                
FOX COMMUNICATIONS                                  Carrier sales agreement                                                         
FRANKLIN COVEY CLIENT SALES                         License Agreement                                                               
FRONTIER COMMUNICATIONS                             Private line services.                                                          
FULCRUM TECHNOLOGIES                                Subcontractor of ADC Saville.                                                   
FULCRUM TECHNOLOGIES                                Subcontractor of ADC Saville.                                                   
FUTURE COMMUNICATIONS                               Places conduit ,manholes                                                        
FUTURE COMMUNICATIONS INC                           Fiber maintenance                                                               
GAMMA TELECOM INTERNATIONAL                         SS7 and Special Access                                                          
GAPWARE SOLUTIONS                                   Consulting services                                                             
GCI GAILCOMM, INC.                                  Engineering, Furnish & Install agreement                                        
GCI TELECOM SERVICES                                Engineering, Furnish & Install agreement                                        
GE CAPITAL                                          Purchasing card.                                                                
GERARD ELECTRIC, INC                                Electrical Repairs-                                                             
GIBSON ELECTRIC CO. INC.                            Voice data cabling                                                              
GIBSON ELECTRIC COMPANY                             Electrical construction                                                         
GIC INC.                                            Collocation space agreement                                                     
GLA INTERNATIONAL                                   Temp firm used for outside plant construction                                   
GLA NETWORK TECHNOLOGIES INC                        Outside plant construction                                                      
GLENAYRE ELECTRONICS INC                            Hardware, software, and support services.                                       
GLENAYRE ELECTRONICS INC                            ICG's voicemail system.                                                         
GLENAYRE ELECTRONICS INC                            Purchase and sale agreement                                                     
GLENAYRE ELECTRONICS INC                            Purchase and sale agreement                                                     
GLOBAL EXCHANGE                                     Special Access                                                                  
GLOBAL NAPS INC                                     PROVIDE PRI SERVICE & PRIVATE LINE SERVICES.                                    
GLT, INC                                            Y2K letter.                                                                     
GM CONSTRUCTION                                     Outside plant construction                                                      
GM CONSTRUCTION                                     Outside plant construction                                                      
GO CONCEPTS, INC.                                   Collocation space agreement                                                     
GO TELECOM, INC.                                    Engineering, Furnish & Install agreement                                        
GOLDEN GAMING CARD CORPORATION, THE                 Collocation space agreement                                                     
GOTELCOM, INC                                       Engineering, Furnish & Install agreement                                        
GPD ASSOCIATES                                      Construction projects in Ohio                                                   
GREENS AT INVERNESS PARTNERS LP,                                                                                                    
 THE/ DIA Plaza Partners,LLC                        RIGHT OF ENTRY AGREEMENT                                                        
GROPP ELECTRIC INC                                  Engineering, Furnish & Install agreement                                        
GROPP ELECTRIC, INC.                                Engineering, Furnish & Install agreement                                        
GROUND ENGINEERING CONSULTANTS                      Professional Services                                                           
GROUP V                                             Carrier sales agreement                                                         
GTE INTERNETWORKING                                 Carrier                                                                         
H&F CONSULTING LLC                                  Consulting services                                                             
HACKNEY ELECTRIC INC                                Electrical contractor.                                                          
HADJI & ASSOCIATES INC                              Recruiting agreement                                                            
HALL KINION & ASSOCIATES                            Recruiting agreement                                                            
HALL KINION & ASSOCIATES                            Recruiting agreement                                                            
HAMRICK AIR CONDITIONING AND HEATING, INC.          Trenching & Conduit Construction.                                               
HATTON INDUSTRIES INC                               Security contractor                                                             
HATTON INDUSTRIES, INC.                             Security contractor                                                             
HCB CONTRACTORS                                     Emergency generator vendor - Maintenance agreement for portable and             
                                                     stationary units in Colorado.                                                  
HCI, INC.                                           Engineering, Furnish & Install agreement                                        
HEALTHBREAK, INC                                    Fitness center.                                                                 
HEKIMIAN LABORATORIES LTD                           Purchase and sale agreement                                                     
HEKIMIAN LABORATORIES, INC.                         Hardware, software license and maintenance agreement on critical NOC            
                                                     equipment.                                                                     
HELI FLITE, INC                                     Engineering, Furnish & Install agreement                                        
HELI-FLITE, INC.                                    Engineering, Furnish & Install agreement                                        
HEMMER & ASSOCIATES, INC.                           Engineering consultant                                                          
HENKELS & MCCOY & DAYTON                            Turn  Key services                                                              
HENKELS & MCCOY INC                                 Outside plant construction                                                      
HERBST, HARRY                                       Employment contract                                                             
HERMAN WEISSKER                                     Underground construction of manholes                                            
HERMAN WEISSKER INC.                                Underground construction of manholes                                            
HEWLETT PACKARD CO                                  Materials only vendor                                                           
HEWLETT PACKARD CO                                  Subcontract agreement                                                           
HEWLETT PACKARD COMPANY                             License agreement.                                                              
HIGH BANDWIDTH, INC.                                Engineering, Furnish & Install agreement                                        
HIGHPOINT TELECOMMUNICATIONS INC.                   Special Access                                                                  
Highwoods Forsyth, LP                               ROE 2 Parkway Plaza Boulevard Charlotte, NC 28217                               
Highwoods Forsyth, LP                               ROE 3 Parkway Plaza Boulevard Charlotte, NC 28217                               
Highwoods Forsyth, LP                               ROE 6 Parkway Plaza Boulevard Charlotte, NC 28217                               
Highwoods Forsyth, LP                               ROE 7 Parkway Plaza Boulevard Charlotte, NC 28217                               
Highwoods Forsyth, LP                               ROE 8 Parkway Plaza Boulevard Charlotte, NC 28217                               
Highwoods Forsyth, LP                               ROE 9 Parkway Plaza Boulevard Charlotte, NC 28217                               
Highwoods Forsyth, LP                               ROE One Parkway Plaza Boulevard Charlotte, NC                                   
HILLCOM & ELECTRIC                                  Engineering, Furnish & Install agreement                                        
HIRE.COM                                            Professional services                                                           
HOLBROOK SERVICE, INC.                              HVAC Maintenance                                                                
HOLBROOK SERVICES                                   HVAC Maintenance                                                                
HOLT COMPANY OF OHIO                                Addendum to rental agreement.                                                   
HORACE WARD                                         Recruiter                                                                       
HOTJOBS.COM, LTD.                                   Builds online application - No internal capability.                             
HOWARD GROUP, THE                                   Recruiting agreement                                                            
HR OPTIONS                                          Recruiting agreement                                                            
HR PLUS                                             Employee background checks.                                                     
HREASY, INC                                         Automated interviewing process                                                  
HUGH O'KANE DATACOM, INC.                           Engineering, Furnish & Install agreement                                        
HUGH O'KANE ELECTRIC CO., LLC                       Engineering, Furnish & Install agreement                                        
HUNT BUILDERS CORPORATION                           Construction of collocation expansion in Ohio.                                  
HUNT BUILDERS CORPORATION                           Master Telecommunications Agreement                                             
HURTADO, DAVID                                      Employment contract                                                             
HUTTON COMPANY INC, THE                             Software and support services                                                   
Hyperion                                            Consulting services                                                             
HYPERION SOFTWARE CORP                              Software and support services                                                   
IBM CORPORATION                                     Agreements are cabling services signed with FOTI.                               
IBM CORPORATION                                     Provides office equipment                                                       
IBM CORPORATION                                     Purchase and installation , construction.                                       
IBM CORPORATION                                     Purchase and installation , construction.                                       
IBS CONVERSIONS, INC.                               Consulting services                                                             
ICG TELECOM GROUP INC                               Construction agreement                                                          
ICWU BUILDING CORPORATION                           EQUIPMENT INSTALLATION AGREEMENT                                                
IDEAL ENGINEERING                                   HVAC Maintenance and repair                                                     
IDEAL SERVICE CO, THE                               Engineering agreement                                                           
IDEAL SERVICES, INC.                                Engineering independent contractor                                              
I-LINE                                              Collocation space agreement                                                     
IN BUILDING SYSTEMS CORPORATION                     Collocation space agreement                                                     
Inco Company                                        Pop site                                                                        
INDUSTRIAL POWER SYSTEMS                            Emergency generator vendor                                                      
INDUSTRIAL POWER SYSTEMS                            Generator maintenance                                                           
INFORMATION PARTNERS, INC.                          Recruiting agreement                                                            
INGALLS POWER                                       Construction of power equipment                                                 
INGALLS POWER PRODUCTS                              Engineering, Furnish & Install agreement                                        
INGLETT & STUBBS INC                                Outside Plant construction services                                             
INGLETT AND STUBBS, INC.                            Outside plant construction services                                             
INGRAM MICRO INC                                    Program agreement - national service network                                    
INKTOMI CORP.                                       Software and support services                                                   
INNOVATIVE ECONOMIC SOLUTIONS                       Consulting services                                                             
INNOVATIVE ECONOMIC SOLUTIONS                       Market Research                                                                 
INTEGRATED CLEANING SOLUTIONS                       Cleaning service                                                                
INTEGRATION SERVICES INTERNATIONAL (ISI)            Special Access                                                                  
INTELITECH EMPLOYMENT SERVICES                      Recruiting agreement                                                            
INTELLIGENCE DATA INC                               Intelliscope subscriber agreement                                               
INTELLIQUEST INFORMATION GROUP INC                  Software and support services                                                   
INTERACT COMMERCE CORP (ENACT)                      Software and support services.                                                  
INTERACTIVE BUSINESS SYSTEMS INC                    Consulting services                                                             
INTERACTIVE BUSINESS SYSTEMS INC                    Consulting services                                                             
INTERFACE SECURITY SYSTEMS, L.L.C.                  Installation of security systems in central offices                             
INTERMEDIA COMMUNICATIONS                           Collocation agreement and Special Access                                        
INTERNATIONAL BUSINESS MACHINES                     Purchase and installation , construction.                                       
INTERNATIONAL CRUISE & FERRY ADVERTISING            Maritime Telecommunicatins Network                                              
International Properties                            Pop site @ 22700 Shore Center Dr., Cleveland, OH                                
INTERNET COMMUNICATIONS CORP                        Consulting services                                                             
INTERNETSTREET SERVICES, INC.                       Carrier Sales Agreement                                                         
INVERNESS PROPERTIES INC                            Maintenance agreement                                                           

IPVERSE                                             Control switch software                                                         
IQUEST SOLUTIONS                                    Engineering, Furnish & Install agreement                                        
IRISH COMMUNICATION CO                              Construction contract                                                           
IRISH COMMUNICATION COMPANY                         Fiber installation                                                              
IRISH CONSTRUCTION                                  Outside plant construction                                                      

IRISH CONSTRUCTION                                  Outside plant construction                                                      
IRISH CONSTRUCTION                                  Outside plant construction                                                      
ISEC INC                                            Built fence at Alameda Site                                                     
ISEC, INC.                                          Master Telecommunications Construction Agreement                                
ITXC CORPORATION                                    Carrier Sales Agreement                                                         
IXC CARRIER GROUP INC A/K/A BROADWING               Private line services                                                           
J Russell Price Lane P Smith                        Executive Suite                                                                 
J.E. RICHARDS, INC.                                 General engineering                                                             
J.SHELBY BRYAN                                      Amendment to employment agreement made as of 3/26/97                            
J.SHELBY BRYAN                                      Amendment to employment agreement made as of 9/14/99                            
J.SHELBY BRYAN                                      Deferred Compensation agreement made as of 1/01/99                              
J.SHELBY BRYAN                                      Deferred Compensation agreement made as of 3/31/00                              
J.SHELBY BRYAN                                      Employment agreement made as of 5/30/05                                         
J.SHELBY BRYAN                                      Extension and Amendment to Employment agreement, made as of                     
                                                     March 10, 1999                                                                 
J.SHELBY BRYAN                                      Letter Agreement dated December 16, 1998                                        
J.SHELBY BRYAN                                      Letter Agreement dated March 10, 1999, with ICG Holdings (Canada) Co.,          
                                                     amending Nov 13, 1994 Stock Option Agreement                                   
J.SHELBY BRYAN                                      Stock Option agreement made as of 11/13/95                                      
J.SHELBY BRYAN                                      Stock Option agreement made as of 5/30/95                                       
JAD PROPERTIES, LLC                                 NON-STANDARD ROE AGREEMENT                                                      
JAPAN TELECOM AMERICA, INC                                                                                                          
 DBA ITJ AMERICA INC                                SS7 and Special Access                                                          

JAYTEL INC.                                         Master Telecommunications Construction Agreement dated 8/28/00                  

JAYTEL, INC.                                        Outside Plant construction.                                                     
JB BROWN & ASSOCIATES                               Recruiting agreement                                                            
JE RICHARDS, INC.                                   Engineering, Furnish & Install agreement                                        
JENSEN ASSOCIATES                                   Recruiting agreement                                                            

JH SNYDER COMPANY                                   RIGHT OF ENTRY AGREEMENT                                                        
JLW & ASSOC CAREER PLACEMENT LLC                    Recruiting agreement                                                            
JM CABLE CORPORATION                                Outside plant construction                                                      
JM CABLE CORPORATION                                Relocations in downtown Denver.                                                 
JM CONSULTING GROUP, INC.                           Consulting Services                                                             
JM CONSULTING GROUP, INC.                           Consulting Services                                                             
JNB TELECOM, INC.                                   Engineering, Furnish & Install agreement                                        
JO FERGUSON (CALGARY GROUP)                         Recruiter                                                                       
JOHN J KIRLIN INC                                   HVAC construction in Vienna.                                                    
JOHN J. KIRLIN, INC, MECHANICAL SVCS DIV.           HVAC contractor dated  EF&I dated 9/6/00                                        
JOHNSTONWELLS                                       Public Relations Services.                                                      

JONES LANG LASALLE MGT SERVICES                     RIGHT OF ENTRY AGREEMENT                                                        
JOSEPH PROPERTIES LP                                EQUIPMENT INSTALLATION AGREEMENT                                                
JUMP POINT COMMUNICATIONS, INC                      Collocation space agreement                                                     
K&M BACKHOE SERVICES, INC.                          OSP construction                                                                
K-1 FIBER OPTIC CONSTRUCTION                        OSP construction                                                                
KASTLE ELECTRIC                                     Electrical contracting in Ohio.                                                 
KASTLE ELECTRIC COMPANY                             General electrical contracting -                                                
KATHMAN ELECTRIC                                    Electrical installs                                                             
KATHMAN ELECTRIC CO INC                             Outside plant construction.                                                     
KELLY LOCATE SERVICES                               Recruiting agreement                                                            
KELLY SERVICES INC                                  Consulting services                                                             
KENTRON CORP                                        Auto renewal.                                                                   
K-I FIBER OPTIC CONSTRUCTION                        Outside plant construction                                                      
King Management Company                             Right of Entry for 23625 Commerce Park Road Beachwood, OH Effective             
                                                     04/02/97                                                                       
KNIPPLE, WENDY                                      Market Research - Independent Contractor                                        

KNOX LARUE SEPARATE PROPERTY TRUST                  Landlord of a microwave site that was rejected.                                 
KOSSEN EQUIPMENT                                    Generator maintenance                                                           
L.K. JORDAN AND ASSOCIATES                          Recruiting agreement                                                            
LADD ENGINEERING ASSOCIATES, INC.                   Central office construction                                                     
LAEK & ASSOCIATES INC                               Preventive maintenance/electrical                                               
LAEK & ASSOCIATES, INC.                             Preventive maintenance/electrical                                               
LAIBE ELECTRIC CO. ELECTRICAL CONTRACTORS           RAS installation                                                                
LAMBCO ENGINEERING INC                              Outside plant construction fiber splicing in CA                                 
LAMBERT CONSULTING GROUP INC                        Recruiting agreement                                                            
LAMCO ENGINEERING, INC.                             Outside plant construction fiber splicing in CA                                 
LAMCO ENGINEERING, INC.                             Outside plant construction fiber splicing in CA                                 
LANSET AMERICA CORPORATION                          Collocation space agreement                                                     
LANSET COMMUNICATIONS                               Collocation space agreement                                                     
LARRY CADY - SOURCE SERVICES                        Contractor                                                                      

LASER DATA SERVICES INC                             Consulting services                                                             
LASER DATA SERVICES INC                             Master Consulting agreement                                                     
LATITUDE COMMUNICATIONS                             Meeting Place phone conferencing software.                                      
LAUGHLIN & ASSOCIATES                               Recruiting agreement                                                            
LAVINE AND ASSOCIATES                               Recruiting agreement                                                            
LAZER ENERGY CO INC                                 Generator fuel provide                                                          
LDI SOLUTIONS, INC                                  Virtual Switch Service                                                          
LDI SOLUTIONS, INC                                  Virtual Switch Service                                                          
Leader Mortgage Company                             Right of Entry (Roe) @ 28790 Chagrin Blvd                                       
LEE COMPANY                                         Design build contractor in the east.                                            
Lend Lease AAF                                      Pop site @ 1351 Washington Blvd., Stamford, CT                                  

LEVEL 3 COMMUNICATIONS                              Dark Fiber, Private line, & collocation                                         
LEVEL 3 COMMUNICATIONS                              Ring in Houston                                                                 
LEVEL 3 COMMUNICATIONS                              Cross connect / collocation in Dallas; metro access in NYC; and                 
                                                     maintenance on an IRU in Houston.                                              
LEVEL 3 COMMUNICATIONS LLC                          Conduit lease agreement                                                         
LEWAN AND ASSOCIATES                                Business machine                                                                
LEXENT SERVICES, INC.                               Engineering, Furnish & Install agreement                                        
LG&E HOME SERVICES INC                              Marketing Services Agreement                                                    

LIFE MASTERY INSTITUTE                              Training services                                                               
LIFE MASTERY INSTITUTE                              Training services                                                               
LIGHTHOUSE TECHNOLOGIES INC                         Consulting services                                                             
LIGHTHOUSE TECHNOLOGIES INC                         Consulting services                                                             
Lincoln Property Company                            Pop site @ 222 E. Van Buren, Harlingen, TX                                      
LINKATEL/COPLEY                                     Purchase and Sale Agreement                                                     
LION'S TIME                                         Recruiting agreement                                                            
Lipkin Enterprises, Ltd.                            Pop site @ 3909 S. Maryland Parkway, Las Avegas, NV                             

Live Oaks Island Properties, LLC                    Pop site @ 300 W. Wieuca Road N.E., Atlanta, GA                                 

LOCKHEED MARTIN                                     Carrier                                                                         
LOUIS KALISKI, INC.                                 Architect for T.I build out at 180 Grand. Ave. Oakland.                         
LUCENT TECHNOLOGIES                                 Amendment for switch systems discounts                                          

LUCENT TECHNOLOGIES                                 Beta test agreement                                                             

LUCENT TECHNOLOGIES                                 Purchase and license agreement assigned by Ascend to Lucent                     

LUCENT TECHNOLOGIES                                 Service agreement assigned by Ascent to Lucent                                  

LUCENT TECHNOLOGIES                                 Software and maintenance agreement                                              

LUCENT TECHNOLOGIES INC                             Master general agreement                                                        
LUCENT TECHNOLOGIES INC                             Software and support services                                                   

LUCENT TECHNOLOGIES INC                             Technical support agreement                                                     
LUCENT TECHNOLOGIES INC.                            Demo agreement to test equipment in the lab                                     
LUCENT TECHNOLOGIES SERVICES COMPANY INC            Subcontract Agreement                                                           

LUCENT TECHNOLOGIES, INC                            Assignment and assumption                                                       
LUCENT TECHNOLOGIES, INC                            Equipment purchase agreement for 5E switches and transports                     
LUCENT TECHNOLOGIES, INC                            Maintenance services SOW to Communications software support agreement           
LUCENT TECHNOLOGIES, INC                            Purchase and Sale Agreement                                                     
LUCENT TECHNOLOGIES, INC.                           Addendum to maintenance agreement, purchase and license agreement, and          
                                                     services agreement                                                             
LUCENT TECHNOLOGIES, INC.                           Addendum to provide products and licensed materials manufactured or             
                                                     distributed by Lucent's Optical Networking Group                               

LUCENT TECHNOLOGIES, INC.                           Maintenance agreement assigned by Ascend to Lucent                              
LYNCH COMMUNICATIONS, INC.                          Outside plant construction in California                                        

LYNCH COMMUNICATIONS, INC.                          Outside plant construction in California                                        
LYNCOLE INDUSTRIES, INC.                            Does design for electrical protection systems.                                  
LYNCOLE XIT GROUNDING                               Engineering, Furnish & Install agreement                                        
LYNNE DREW/DREW COMMUNICATIONS                      Outside services                                                                
M&I DATA SERVICES                                   ICMS report builder system                                                      
M. A. MORTENSON                                     Build outs                                                                      
MA MORTENSON COMPANY                                Build outs                                                                      
MACDONALD MILLER CO INC                             Also Encompass National, see above.                                             
MACDONALD-MILLER OF OREGON                          HVAC Maintenance                                                                
MACMUNNIS INC                                       Professional/Consulting services                                                
MACQUARIUM INTELLIGENT COMMUNICATIONS               Strategic planning consulting services                                          
MACQUARIUM INTELLIGENT COMMUNICATIONS               Strategic planning consulting services                                          

MACROLOGIC INC                                      Data processing                                                                 
MANAGEMENT RECRUITERS (MRI)                         Recruiting agreement                                                            
MANUFACTURER'S LIFE INSURANCE                       Roe @ 7920 Clairmont Mesa Blvd., San Diego , CA                                 
MARCONI COMMUNICATIONS                              DC power (battery plants) equipment supplier and installer                      
MARCONI COMMUNICATIONS, INC.                        Engineering, Furnish & Install agreement                                        

MARINA MECHANICAL                                   HVAC maintenance                                                                
MARINA MECHANICAL                                   HVAC maintenance                                                                
MARINA MECHANICAL, INC.                             HVAC maintenance                                                                
MARRIOTT MANAGEMENT                                 ICG Cafeteria                                                                   

MARRIOTT MANAGEMENT                                 ICG Cafeteria                                                                   

MARTIN, ROBERTS AND STEVENS                         Recruiting agreement                                                            
Mason Management                                    Pop site @ 2515 Santa Clara, Alameda, CA                                        
MASSEY BUILDING PARTNERS                            Right of Entry (Roe) @ 290 3rd Ave., N. Birmingham, AL                          
MASTEC NORTH AMERICA                                Outside plant contractor.                                                       
MASTEC NORTH AMERICA INC                            Outside plant contractor in California                                          
MASTEC NORTH AMERICA INC                            Outside plant contractor in California                                          
MASTEC NORTH AMERICA, INC                           Outside plant engineering - installation                                        
MASTER CONSULTANTS AGENCY                           Recruiting agreement                                                            
MATRIX RESOURCES, INC.                              Recruiting agreement                                                            

MCB ARCHITECTS                                      Architect                                                                       

MCBRIDE ELECTRIC                                    Nationwide electrical upgrades for office space.                                

MCGEOUGH - NOREEN MCGOUGH                           Independent Contractors                                                         

MCGEOUGH/INFINITY BENEFITS, INC.                    Independent Contractors                                                         
MCI                                                 Accept as amended.  Switched services, dedicated internet services, frame       
                                                     relay services, atm service and PRI.                                           
MCI DIRECTORY ASSISTANCE DATA                       Directory Assistance                                                            
MCI METRO                                           Local Loop Service                                                              
MCI TELECOMMUNICATIONS                              Accept as amended.  Switched services, dedicated internet services, frame       
                                                     relay services, atm service and PRI.                                           
MCI TELECOMMUNICATIONS CORPORATION                  Accept as amended.  Switched services, dedicated internet services, frame       
                                                     relay services, atm service and PRI.                                           
MCI TELECOMMUNICATIONS CORPORATION                  Accept as amended.  Switched services, dedicated internet services, frame       
                                                     relay services, atm service and PRI.                                           
MCI WORLDCOM                                        Accept as amended.  Switched services, dedicated internet services, frame       
                                                     relay services, atm service and PRI.                                           
MCI WORLDCOM NETWORK SERVICES, INC.                 Accept as amended.  Switched services, dedicated internet services, frame       
                                                     relay services, atm service and PRI.                                           
MCI WORLDCOM NETWORK SERVICES, INC.                 Accept as amended.  Switched services, dedicated internet services, frame       
                                                     relay services, atm service and PRI.                                           
MCI WORLDCOM NETWORK SERVICES, INC.                 Collocate Schedule effective 3/1/96                                             
MCI WORLDCOM NETWORK SERVICES, INC.                 Telecommunication Service Agreement effective 11/15/98                          
MCI WORLDCOM WHOLESALE SERVICES                     Accept as amended.  Switched services, dedicated internet services, frame       
                                                     relay services, atm service and PRI.                                           
MCLEOD USA                                          Private line                                                                    
MCLEOD USA                                          Private line                                                                    
MCMILLAN DATA COMMUNICATIONS                        Does cabling at the switch site.                                                
MCMILLAN DATA COMMUNICATIONS                        Fiber install                                                                   
MCPHEE ELECTRIC LTD                                 Fiber install.                                                                  
MCPHEE ELECTRIC LTD., LLC                           Engineering, Furnish & Install agreement                                        
MERRILL LYNCH                                       Executive private financial planning                                            
METRO CONTRACTING SERVICES                          Maroon remodel                                                                  
METROPOLITAN ELECTRIC                               Electrical contractor                                                           
MICROSOFT CORP                                      Enterprise software agreement                                                   
MICROSOFT CORPORATION                               Microsoft Enterprise Select Agreement Effective 03/15/99                        
MICROSOFT CORPORATION                               Microsoft License Agreement (System Preparation Tool and Image                  
                                                     Preparation Tool) Effective 02/23/99                                           
MICROSOFT CORPORATION                               Replacement Microsoft Select Master Agreement                                   
MICROSOFT CORPORATION                               Microsoft Consulting Services Agreement Effective 03/20/99                      
MICROSOFT CORPORATION                               Consulting Services                                                             
MICROSOFT CORPORATION                               Master consulting services agreement                                            

MICROSOFT CORPORATION                               Software and support services                                                   

MICROSOFT NETWORK                                   Software and support services                                                   
MICROSOFT PREMIER                                   License for premium Microsoft programs such as Access and Front Page.           
MID-AMERICAN RESTORATION SERVICES                   Fiber and outside plant construction                                            
MID-AMERICAN RESTORATION SERVICES                   Fiber and outside plant construction                                            
MID-AMERICAN SERVICE                                General contractor                                                              
MID-CITY ELECTRIC COMPANY                           Electrical contractors in central Ohio area                                     
MID-CITY ELECTRICAL CONSTRUCTION                    Electrical contractor                                                           

MIDPARK ELECTRIC CONSTRUCTION CO                    Electrical contractor                                                           
MIDPARK ELECTRIC CONSTRUCTION COMPANY, INC.         Electrical contractor                                                           
MILLENNIUM TECHNICAL SERVICES, INC.                 Switch installations in the Northeast.                                          
MILLER TECHNICAL SERVICES                           Network protection.                                                             
MITCHELL TECHNICAL SALES INC                        Engineering, Furnish & Install agreement                                        
MITCHELL TECHNICAL SALES, INC.                      Engineering, Furnish & Install agreement                                        
MODIS (BERGER) (IDEA INTEGRATION)                   Recruiting agreement                                                            

Mohawk Group, Inc                                   Pop site @ 478 Main St., Buffalo, NY                                            
MONITORING MANAGEMENT                               Engineering, Furnish & Install agreement                                        
MOORE NORTH AMERICA/                                Business forms/equipment                                                        

Mortgage Resource Group                             Right of Entry (Roe) @ 812 E. National Rd.                                      
Mt. Allison                                         Type 3 Microwave - Multi tenant or customer premise on-net with                 
                                                     terminating transport equipment 11/1/2001                                      

MULTIMEDIA SYSTEMS INC                              Consulting services                                                             
MUTUAL OF OMAHA                                     Employee Insurance Policy                                                       

MUTUAL SPRINKLERS INC                               Installation of sprinler systems in central offices                             
NASHVILLE MACHINE CO INC                            HVAC install and repair.                                                        
NASHVILLE MACHINE CO INC                            HVAC Maintenance                                                                
NASHVILLE MACHINE CO, INC.                          HVAC Maintenance                                                                
NATIONAL CAR RENTAL SYSTEM, INC.                    Corporate car rental agreement                                                  
NATIONAL ELECTRIC COMPANY, INC                      Conduit construction .                                                          
NATIONAL ELECTRIC COMPANY, INC.                     Inside wiring.                                                                  
NATIONAL EMPLOYMENT                                 Recruiting agreement                                                            
NATIONAL NETWORK SERVICES                           Engineering, Furnish & Install agreement                                        

NATIONWIDE EMPLOYMENT SERVICES, INC.                Recruiting agreement                                                            
NET HERE                                            Dialtone                                                                        
NETCO TEL CORPORATION                               Collocation space agreement                                                     
NETCOM INTERNET LIMITED                             NETCOM - U.S. TRANSIT & PEERING AGREEMENT                                       
NETEFFECT                                           Temporary employees                                                             
NETEFFECT                                           Temporary employees                                                             
NETWORK ASSOCIATES INC                              Consulting services                                                             
NETWORK AUDIT CONTROL INC                           Line cost and billing software                                                  
NETWORK CONSTRUCTION SERVICES,                                                                                                      
 INC., SUBSIDIARY OF                                Outside plant construction.                                                     
NETWORK CONSTRUCTION SVCS., INC                     Fiber and outside plant construction                                            
NETWORK DYNAMICS                                    Outside plant construction                                                      
NETWORK DYNAMICS CABLING                            Outside plant construction                                                      
NETWORK TWO COMMUNICATIONS                          Collocation agreement                                                           
NEW ENGLAND FINISH SYSTEMS INC                      Interior dry wall, floor install and cleaning.                                  
NEW ENGLAND FINISH SYSTEMS, INC.                    Interior dry wall, floor install and cleaning.                                  
NEW MILLENNIUM SYSTEMS, INC.                        Engineering, Furnish & Install agreement                                        
Newport Beach Property Management, Inc.             Right of Entry (Roe) @18516 Beach Blvd                                          
NEXTEL COMMUNICATIONS                               Cell phones                                                                     
NEXTLINK INC                                        Cell phone connection service in California                                     
NGH BATTERY SERVICE CO.                             Engineering, Furnish & Install agreement                                        
NGH BATTERY SERVICE CO/C&D TECH.                    Engineering, Furnish & Install agreement                                        
NIXON POWER SERVICES CO                             Generator power MTCE.                                                           
NOCAR CONSTRUCTION CO INC                           Consulting service for inside plant.                                            
NOREEN P MCGEOUGH                                                                                                                   
 (INFINITY BENEFITS, INC)                           Consulting services                                                             

NORTEL NETWORKS                                     Provides optical network equipment and fiber optic rings                        
NORTH AMERICAN DIGICOM                              Special Access                                                                  
NORTH EAST INDEPENDENT SCHOOL                                                                                                       
 DISTRICT/KUNZ CONSTR                               Purchase and sale agreement                                                     
NORTH SUPPLY COMPANY DBA                            Purchase agreement                                                              

NORTHCENTRAL TELCOM INCO                            Engineering, Furnish & Install agreement                                        
NORTHEAST OPTIC NETWORK, INC.                       Confidentiality agreement.                                                      
NORTHERN TELECOM                                    Provides network cards and equipment                                            

NORTHERN TELECOM INC                                Provides network cards and equipment                                            
NORTHERN TELECOM INC                                Provides network cards and equipment                                            
NORTHERN TELECOM INC                                Provides network cards and equipment                                            
NORTHERN TELECOM INC                                Provides network cards and equipment                                            
NORTHPOINT COMMUNICATIONS                           Special Access                                                                  

NORTHPOINT COMMUNICATIONS INC                       Carrier - DSL lines                                                             
NORTHPOINT COMMUNICATIONS INC                       Carrier - DSL lines                                                             
NTS COMMUNICATIONS                                  Revenue Sharing Agreement                                                       
O.P.E. SERVICES, LLC                                Engineering, Furnish & Install agreement                                        
OAO CORPORATION                                     Joint marketing agreement                                                       
OBJECTIVE SYSTEM INTEGRATORS                        Software and support services                                                   
OBJECTIVE SYSTEM INTEGRATORS                        Software and support services                                                   
OC REAL ESTATE MANAGEMENT                           Right of Entry (Roe) @ 420 E 3rd St., Los Angeles, CA                           
OCI CONSTRUCTION                                    Outside plant construction in Ohio.  Install fiber at the Sterling              
                                                     building .                                                                     
OCI CONSTRUCTION, INC.                              Fiber and outside plant construction                                            

OCI CONSTRUCTION, INC.                              Fiber and outside plant construction                                            
Olen Commercial Realty Corp.                        Type 3 Equipment - Multi tenant or customer premise on-net with                 
                                                     terminating transport fiber optic equipment                                    
OMEGA ELECTRIC CO                                   Engineering, Furnish & Install agreement                                        
ONE CLEAR TELECOM                                   Carrier Sales agreement                                                         
ONE.TEL (ONE TEL, ONE-TEL))                         SS7 and Special Access                                                          
ORACLE CORPORATION                                  Software and support services                                                   
ORACLE CORPORATION                                  Software license and service agreement                                          
ORANGE COUNTY TRANSIT AUTHORITY (OTCA)              License Agreement                                                               

ORION DEVELOPMENT GROUP                             Letter Agreement for Training & Consulting services                             
ORIUS CORPORATION                                   Engineering, Furnish & Install agreement                                        
ORIUS CORPORATION                                   Engineering, Furnish & Install agreement                                        
ORLANDO DIEFENDERFER                                                                                                                
 ELECTRICAL CONTRACTOR, INC.                        Engineering, Furnish & Install agreement                                        

ORLANDO DIEFENDERFER                                                                                                                
 ELECTRICAL CONTRACTORS, INC                        Fire protection service                                                         
OSP CONSULTANTS, INC.                               Project management for Telecom Engineering and construction services.           
OSP CONSULTANTS, INC.                               Project management for Telecom Engineering and construction services.           
OXFORD LOWELL HOLDINGS,                                                                                                             
 INC. DBA TELECON PROSEARCH                         Recruiting agreement                                                            
PAGE MILL PARK COMPANY                              Pop site @ 200 Page Mill Rd., Palo Alto, CA                                     
PAIX.NET                                            Collocation agreement                                                           
PARADIGM COMMUNICATIONS GROUP                       Dial tone account                                                               
PARK PLACE                                          Pop site @ 4088 Bridge Street., Fair Oaks, CA                                   
PARK-SALINAS, INC.                                  Recruiting agreement                                                            
PATTI FERRELL & ASSOCIATES                          Recruiting agreement                                                            
PATTON AIR CONDITIONING                             HVAC Install                                                                    
PATTON AIR CONDITIONING                             HVAC Install                                                                    
PAYTON CONSTRUCTION CORP.                           Outside plant construction.                                                     

PAYTON CONSTRUCTION CORPORATION                     Outside plant construction.                                                     

PBAY TO EMC DISK MIGRATION                          Support services                                                                
PEA OF OHIO                                         Outside plant construction - surveying.                                         
PEA OF OHIO, INC.                                   Outside plant construction - surveying.                                         
PEACHTREE BUSINESS PRODUCTS                         FOTI                                                                            
PECO II                                             Engineering, Furnish & Install agreement                                        
PECO II, INC.                                       Engineering, Furnish & Install agreement                                        

PEPPERS & ROGERS GROUP                              Marketing Video                                                                 

PEREGRINE SYSTEMS INC                               Software and support services                                                   
PERIGEE CONSULTING INC                              Recruiting agreement                                                            
PHASE 3 COMMUNICATIONS INC                          Central office installation.                                                    
PHASE 3 COMMUNICATIONS, INC.                        Central office installation.                                                    
PHASE MASTERS INC                                   Outside plant construction.                                                     
PHASE MASTERS, INC.                                 Outside plant construction.                                                     
PILLAR HOMES INC                                    General contractors                                                             
PILOT NETWORK SERVICES                              Collocation space agreement @ 1080 Village Pkwy., Alameda, CA                   
PINKERTON, INC.                                     Security contractor                                                             
PINKERTON, INC.                                     Security contractor                                                             

PINKERTONS INC                                      Security contractor                                                             

Pinnacle Towers Inc.                                Type 3 Microwave - Multi tenant or customer premise on-net with                 
                                                     terminating transport equipment 11/1/2001                                      
PITTS CONSTRUCTION, INC.                            Reroute fiber.  Located in Austin, TX.                                          
PITTS CONTRUCTION, INC.                             Outside and inside plant construction.                                          
PLANERGY INC                                        Generator engineering & install - maintenance                                   

PLANERGY POWER                                      CO engineering and colo.                                                        
PLANERGY, INC.                                      Engineering, Furnish & Install agreement                                        
POINT TO POINT COMMUNICATIONS, INC.                 Construction agreement                                                          
POWER & TELEPHONE                                   Purchasing and services materials                                               
POWER & TELEPHONE SUPPLY COMPANY                    VAR of Lucent and other telecom equipment.                                      
POWER CONVERSION PRODUCTS, INC.                     Engineering, Furnish & Install agreement                                        
POWER INGENUITY                                     Engineering, Furnish & Install agreement                                        
POWER PRODUCTS                                      Engineering, Furnish & Install agreement                                        
PREDICTIVE SYSTEMS INC                              Consulting services                                                             
PREMIER RECORDS STORAGE                             Facilities record storage                                                       
PREMIERE TECHNOLOGIES INC                           Carrier Sales agreement                                                         

PREPAID CELLULAR LLC                                Collocation space agreement                                                     
PRESCOTT COMMUNICATIONS, INC.                       Right of way acquisitions - inside wiring                                       

PRESCOTT COMMUNICATIONS, INC.                       Right of way acquisitions - inside wiring                                       
PRIDE ELECTRIC                                      Master Telecommunications Construction Agreement                                
PRIME TIME MARKETING                                Marketing merchandise purchases                                                 
PRIMUS GEOGRAPHICS INC                              Provides GIS software - specializing in PSAP data.                              
PRIVATE  TRANSATLANTIC                              Crestcom (satellite division)                                                   

PRODUCTIVE DATA COMMERCIAL SOL                      Temporary employees                                                             

PRODUCTIVE DATA COMMERCIAL SOLUTION                 Consulting services                                                             

PRODUCTIVE DATA COMMERCIAL SOLUTION                 Consulting services                                                             

PRODX PROFESSIONAL DATA EXCHANGE                    Consulting services                                                             
PROFESSIONAL SALES SEARCH CO INC                    Recruiting agreement                                                            
PROFESSIONAL SALES SEARCH CO INC                    Recruiting agreement                                                            
PROGRESSIVE STRUCTURES, INC.                        Engineering, Furnish & Install agreement                                        
PROGRESSIVE STRUCTURES, INC.                        Work done on the Corpus Christi switch.                                         
PROJECT MANAGEMENT SERVICES, INC. (PMSI)            Recruiting agreement                                                            

PROSPECT WATERPROOFING COMPANY                      Roofing contractor -                                                            
PROTOTEST LLC                                       Temporary employees                                                             
PSN.NET                                             PRI, PRIVATE LINE SERVICES                                                      
PUBLIC STORAGE                                      Right of entry (Roe) @ 6370  Lusk Blvd., San Diego, CA - due upon               
                                                     installation, equipment never installed.                                       
Puente Hill Business Center                         Pop site @ 17890 E Castleton St.,  City of Industry, CA                         

PYRAMID ELECTRIC CO                                 Installs amps and other electrical work on the Keith building in Ohio.          
PYRAMID ELECTRIC, INC.                              Master Telecommunications Construction Agreement                                
PYRAMID INDUSTRIES, INC.                            0                                                                               
QED CONSULTING                                      Consulting Services                                                             
QPC FIBER OPTIC INC                                 Splices fiber in California (contract dated 2/25/00)                            
QPC FIBER OPTIC, INC.                               Master Telecommunications Construction Agreement                                
QUALITY AIR HEATING AND COOLING, INC                Master Engineer, Furnish & Install Agreement                                    
QUALITY AIR HEATING AND COOLING, INC.               Engineering, Furnish & Install agreement                                        
QUALITY METAL WORKS                                                                                                                 
 (QMW) COMMUNICATIONS, INC.                         Central office design and construction.                                         
QUALITY METAL WORKS                                                                                                                 
 (QMW) COMMUNICATIONS, INC.                         Central office design and construction.                                         
QUANTUM BRIDGE COMMUNICATIONS, INC.                 Confidentiality agreement.                                                      
R.A. WAFFENSMITH                                    Outside plant construction.                                                     

R.A. WAFFENSMITH, INC.                              Outside plant construction.                                                     

R.J. GLEESON CONSTRUCTION, LLC                      Outside plant construction.                                                     
R.J. GLEESON CONSTRUCTION, LLC                      Outside plant construction.                                                     
RAPIDIGM  INC                                       Consulting services                                                             
RAPIDIGM  INC                                       Temporary employees                                                             
RATIONAL SOFTWARE CORP                              Software and support services                                                   

RATIONAL SOFTWARE CORP                              Software and support services                                                   

RATIONAL SOFTWARE CORPORATION                       Software and support services                                                   

RAUSCHENBACH MARVELLI BECKER, ARCHITECTS            Architect                                                                       
RAY WELCH & ASSOCIATES                              Recruiting agreement                                                            
RAY WELCH & ASSOCIATES                              Recruiting agreement                                                            
REALTECH SYSTEMS CORP                               Network consulting                                                              
RECOMM                                              Authorized distributor agreement                                                
Red Cart Market                                     Type 1 Central Office - Lucent 5ESS Switch @ 3535 Hollis Street                 
RED CART MARKET, INC                                Sublease Agreement dated 1/04/2000 re: 3535 Hollis Street, Emeryville, CA       
RED SIMPSON, INC                                    Co install and emergency restoration.                                           
RED SIMPSON, INC                                    Did emergency restoration repairs in Corpus Christi.                            
RED SIMPSON, INC.                                   Master Telecommunications Construction Agreement                                
REDI-RELIEF MEDICINE SERVICE                        Medicine cabinets.                                                              
REMEDY INTELLIGENT STAFFING                         Recruiting agreement                                                            

REPUBLIC FINANCIAL CORPORATION                      Equipment Leases                                                                
REPUBLIC FINANCIAL CORPORATION                      Equipment Leases                                                                
RESULTS RECRUITING GROUP LLC                        Recruiting agreement                                                            
RESUMES ON-LINE, INC                                Addendum to Master Consulting agreement                                         

RESUMES ON-LINE, INC                                Consulting Services                                                             

RESUMES ON-LINE, INC.                               Recruiting agreement                                                            

REVENEW INTERNATIONAL, INC.                         Audit of all suppliers for possible contract compliance issues.                 
REVENUE COMMUNICATIONS                              Carrier sales agreement                                                         

RHI MANAGEMENT RESOURCES                            Consulting services                                                             
RHI MANAGEMENT RESOURCES                            Consulting services                                                             
RHI MANAGEMENT RESOURCES                            Temporary employees                                                             
RHIMR, A DIV OF ROBERT HALF INT'L                   Temporary employees                                                             
RICHARD KADER AND ASSOCIATES                        Recruiting agreement                                                            
RISERCORP, INC (RISER CORP)                         FOTI plant and cable installation.                                              
RJ GLEESON CONSTRUCTION LLC                         Outside plant construction.                                                     
ROBERT E. HAZELTINE, INC                            Consulting services                                                             
ROBERT GEIER & ASSOCIATES                           Consulting services                                                             
RON CHRISTOPHER COMPANY                             Recruiting agreement                                                            
RONALD A. KATZ TECHNOLOGY                           SOFTWARE LICENSE dated 5/01/96                                                  
Roncar Realty Trust                                 Pop site @ 499 Essex St., Lawrence, KS                                          
ROSS G. STEPHENSON ASSOC., INC                      Outside plant construction.                                                     

ROSS G. STEPHENSON ASSOCIATES, INC.                 Outside plant construction.                                                     
RUCCIONE & ASSOCIATES                               Recruiting agreement                                                            

RUNVEE HOBART, LTD C/O                                                                                                              
 TRANSWESTERN PROPERTY COMPANY                      Right of Entry @ 3660 Wilshire Blvd., Los Angeles, CA                           
RYALS AND ASSOCIATES, INC.                          Recruiting agreement                                                            
S & S INVESTMENTS                                   Pop site @ 186 Princeton - Heightstown Rd., Princeton Junction, NJ              
SALEM HEATING & SHEET METAL, INC                    Engineering, Furnish & Install agreement                                        
SALEM HEATING & SHEET METAL, INC.                   Engineering, Furnish & Install agreement                                        

SAN FRANCISCO CONSULTING GROUP                      Consulting services                                                             

SAN FRANCISCO CONSULTING GROUP                      Consulting services                                                             

SAS INSTITUTE, INC                                  SOFTWARE LICENSE (36275)                                                        
SASCO ELECTRIC, INC.                                Working on the completion of the LA II in California.                           
SATURN SYSTEMS                                      Similar to a collection agency                                                  
SAVILLE SYSTEMS INC                                 Software and support services.                                                  
SCEPTER ENTERPRISES LLC                             Recruiting agreement                                                            
SCHONHAUT, CINDY Z                                  Employment contract                                                             
SCHULD INCORPORATED                                 CO Installation                                                                 
SCHULD INCORPORATED                                 Performed certification work in Chicago.                                        
SCHULD, INC.                                        CO Installation                                                                 

SEATAC ELECTRIC, INC                                Engineering, Furnish & Install agreement                                        
SEATON & ASSOCIATES                                 Recruiting agreement                                                            

SECC CORPORATION                                    Outside plant construction.                                                     
SECC CORPORATION                                    Outside plant construction.                                                     
SEQUENT COMPUTER SYSTEMS INC                        Purchase and Sale agreement - now IBM                                           
SEQUENT COMPUTER SYSTEMS INC                        Replaced by IBM                                                                 
SEQUENT COMPUTER SYSTEMS INC                        Replaced by IBM                                                                 
SHERIDAN PARK LLC, DIA Plaza Partners, LLC          RIGHT OF ENTRY AGREEMENT                                                        
SHOOK & FLETCHER                                    HVAC Install                                                                    

SILICON VALLEY TECHNICAL STAFFING                   Recruiting agreement                                                            
SILICON VALLEY TECHNICAL STAFFING                   Recruiting agreement                                                            
SIM J HARRIS COMMUNICATIONS                         Construction and emergency restoration in Southern California.                  
SIM J HARRIS COMMUNICATIONS                         Electrical Telecom contractor                                                   
SIMPLIFY CONSULTING                                 Professional services                                                           
SIRIUS INC                                          Consulting services.                                                            
SITELINK                                            Agreement for portfolio management and negotiations of our                      
                                                     Type 4 Pop sites                                                               
SITELINK                                            Consulting agreement                                                            
SJH COMMUNICATIONS, INC.                            Electrical Telecom contractor                                                   
SKYTEL                                              Wireless messaging                                                              
SKYTEL                                              Wireless messaging                                                              
SKYTEL                                              Wireless messaging                                                              
SMARTECH TALENT SEARCH                              Recruiting agreement                                                            
SNELLING PERSONNEL SERVICES                         Recruiting agreement                                                            
SNELLING SEARCH                                     Recruiting agreement                                                            
SNELLING SEARCH                                     Recruiting agreement                                                            
SODEXHO MARIOTT                                     Cafeteria Services                                                              
SOFTWARE ARCHITECTS                                 Consulting services                                                             
SOLBOURNE COMPUTER INC                              Consulting services                                                             
SOLBOURNE COMPUTER INC                              Consulting services                                                             
SONUS NETWORKS                                      Term sheet and letter of interest                                               
SONUS NETWORKS, INC.                                IT products-software                                                            
SONUS NETWORKS, INC.                                Utility Agreement                                                               
SOURCE SERVICES                                     Recruiting agreement                                                            

SOURCE SERVICES CORP                                                                                                                
 (AKA SOURCE CONSULTING)                            Temporary employees                                                             

SOUTHERN TELECOM                                    IRU in Atlanta.                                                                 
SPATA COMMUNICATIONS                                Collocation space agreement                                                     

SPECIALIZED TELECOMMUNICATIONS                                                                                                      
 SERVICES, INC.                                     Carrier Sales Agreements                                                        
SPECIALTY STAFFING                                  Recruiting agreement                                                            

SPRINT                                              Long distance, private line, PRI.  In negotiations                              
SPRINT                                              Private line and switched services.                                             
SPRINT NORTH SUPPLY                                 Parts and supplies distributor.                                                 
SPRINT NORTH SUPPLY                                 Supplier Agreement                                                              
SPRINT NORTH SUPPLY COMPANY                         Engineering, Furnish & Install agreement                                        
SPRINT SPECTRUM LP                                  RIGHT OF ENTRY AGREEMENT                                                        
SRT ELECTRIC COMPANY                                Engineering, Furnish & Install agreement                                        
ST JAMES EPISCOPAL CHURCH                           Collocation space agreement                                                     
STANLEY STAFFING                                    Recruiting agreement                                                            
STATE OF CALIFORNIA EMPLOYMENT DEV                  Unemployment insurance audits - outside services                                
State of Nevada                                     Easement Amendment 11/04/94                                                     
STEEL VALLEY ENGINEERING, INC.                      Engineering, Furnish & Install agreement                                        
Sterling Network Exchange, LLC                      Type 1 Central Office - Lucent 5ESS Switch  @120 E. Van Buren, Phoenix, AZ      

STETSON PLACEMENT, LTD                              Recruiting agreement                                                            

STOCKTON TELECOMMUNICATIONS INC                     Engineering, Furnish & Install agreement                                        
STOCKTON TELECOMMUNICATIONS INC.                    Engineering, Furnish & Install agreement                                        

STOCUM AND ASSOCIATES                               Recruiting agreement                                                            
STORAGETEK                                          Data storage agreement and a Veritas software purchase and license              
                                                     agreement.                                                                     
STORAGETEK                                          Tape Data storage services                                                      
STRATEGIC FOCUS INC                                 Consulting services                                                             
STRATEL INC.                                        Collocation space agreement                                                     

STRATEL INC.                                        Collocation space agreement                                                     
STRATEL INC.                                        SS7 and Special Access                                                          
STREET FUSION                                       Outside services - conference calling                                           
STURGEON ELECTRIC                                   Commercial Electrical construction.                                             
SULLIVAN & MCLAUGHLIN                                                                                                               
 COMMUNICATIONS GROUP, INC.                         Engineering, Furnish & Install agreement                                        
SUMMERFIELD SUITES HOTEL                            Booking Confirmation Agreement                                                  
SUN MICROSYSTEMS                                    Equipment and maintenance on servers used for the network                       
SUN MICROSYSTEMS                                    Equipment and maintenance on servers used for the network                       
SUN MICROSYSTEMS FINANCE                            Master Lease agreement                                                          

SUN MICROSYSTEMS, INC                               Master Lease agreement/lease schedule                                           
SUN MICROSYSTEMS, INC                               Voice & Data Cabling Network Installations (agreement no. 1856-0699 and         
                                                     customer support program (31727)                                               
SUPERIOR MECHANICAL SERVICES, INC.                  Provides HVAC maintenance.                                                      
SUPERIOR STAFFING, INC.                             Recruiting agreement                                                            

SUPPLEMENTAL STAFFING                               Recruiting agreement                                                            
SUPPORTEK INC                                       UPS & CO power distributor.                                                     
SUPPORTEX                                           Master Telecommunications Construction Agreement                                
SUPPORTEX, INC.                                     Master Telecommunications Construction Agreement                                
SURFSOFT                                            Recruiting agreement                                                            
SVV SALES INC DBA                                                                                                                   
 ARCADA COMMUNICATIONS                              Special Access                                                                  
SWITCH ROOM DESIGN                                  910 Denver Switch site construction.                                            
T I E INC.                                          Does DCS installation.                                                          

T. MICHAEL INSTALLATION, LLC                        Furniture Inventory Service                                                     
TACTICA TECHNOLOGY GROUP                            Consulting services                                                             

TEC COMMUNICATIONS INC                              CO Installation                                                                 
TEC COMMUNICATIONS, INC./TIMBERLINE                 CO Installation                                                                 
TECHNOLOGIES MANAGEMENT INC                         Compliance reporting agency                                                     
TECHNOLOGY STAFFING RESOURCES                       Temporary employees                                                             

TECH-PRO, INC                                       Master Consulting Agreement                                                     
TEK SYSTEMS                                         Temporary employees                                                             
TEKELEC                                             Purchasing Agreement                                                            

TEKELEC                                             They provide SS7 equipment and software.                                        
TELCOM TRAINING CORPORATION                         Training Services                                                               
TELCORDIA TECHNOLOGIES                              Software and support services                                                   
TELCORDIA TECHNOLOGIES INC                          Software and support services                                                   
TELCORDIA TECHNOLOGIES INC                          Software and support services                                                   
TELCORDIA TECHNOLOGIES INC                          Software and support services.                                                  
TELCORDIA TECHNOLOGIES INC                          Software and support services.                                                  
TELCORDIA TECHNOLOGIES, INC.                        Software and support services                                                   
TELDON SOLUTIONS, LLC                               Engineering, Furnish & Install agreement                                        
TELECOM EXECUTIVE GROUP                             Recruiting agreement                                                            

TELECOM INSTALLATION & ENGINEERING, INC.            Engineering, Furnish & Install agreement                                        
TELECOM NETWORK SPECIALISTS, INC.                   Does site construction.                                                         
TELECOM POWER SYSTEMS (TPS)                         Engineering, Furnish & Install agreement                                        

TELECOM PROSEARCH INC                               Temporary employees                                                             
TELECOM RECRUITER, THE                              Recruiting agreement                                                            

TELECOM. INSTALLATIONS SPECIALISTS (TIS)            Engineering furnish and install agreement                                       
TELECOMMUNICATIONS RESOURCE INTL                    Professional Services                                                           

TELECOMMUNICATIONS RESOURCE INTL                    Professional Services                                                           

TELECOMMUNICATIONS                                                                                                                  
 TECHNOLOGIES & RESOURCES                           Engineering, Furnish & Install agreement                                        
TELECON, INC.                                       Training Services                                                               
TELECORDIA TECHNOLOGIES, INC.                       Engagement letter                                                               
TELECORDIA TECHNOLOGIES, INC.                       LETTER OF AUTHORIZATION FOR OSS PROJECT DATED 7/15/99                           
TELECORDIA TECHNOLOGIES, INC.                       LETTER OF AUTHORIZATION FOR OSS PROJECT DATED 7/30/99                           
TELECORDIA TECHNOLOGIES, INC.                       Software and support services                                                   
TELECORDIA TECHNOLOGIES, INC.                       Software and support services                                                   
TELECORDIA TECHNOLOGIES, INC.                       Software and support services                                                   
TELECORDIA TECHNOLOGIES, INC.                       Software and support services                                                   
TELECORDIA TECHNOLOGIES, INC.                       Software and support services                                                   
TELECORDIA TECHNOLOGIES, INC.                       Software and support services                                                   
TELECORDIA TECHNOLOGIES, INC.                       Software and support services                                                   
TELEDIRECT TELECOMMUNICATIONS GROUP, LLC            Special Access                                                                  
TELEDON SOLUTIONS, INC.                             Vendor for installation of transmission equipment.                              
TELEDON SOLUTIONS, INC.                             Vendor for installation of transmission equipment.                              
TELEGROUP, INC                                      Carrier sales agreement                                                         
TELEMETRY TECHNOLOGY, INC                           Engineering, Furnish & Install agreement                                        
TELEMETRY TECHNOLOGY, INC.                          Engineering, Furnish & Install agreement                                        
TELEPHONE COMPANY OF CENTRAL FLORIDA                Carrier Sales Agreement                                                         

TELEPHONE SERVICES, INC. (TSI)                      Co installation                                                                 
TELESCIENCES INC                                    Maintenance agreement                                                           
TELESCIENCES INC                                    Software license and support agreement for the Sterling 531 data servers.       
TELESCIENCES, INC                                   Software                                                                        
TELE-TECH COMPANY, INC                              Engineering, Furnish & Install agreement                                        
TELE-TECH COMPANY, INC (TELETECH, TELE TECH)        Temporary employees                                                             
TELE-TECH COMPANY, INC.                             Engineering, Furnish & Install agreement                                        
TELE-TECH COMPNAY, INC.                             Engineering, Furnish & Install agreement                                        
TELIGENT                                            Special Access                                                                  
TELLABS CORP                                        Manufacturer- providing installation services                                   
TELLABS CORPORATION                                 Purchase Agreement Effective 02/07/97                                           
TELLABS OPERATIONS INC                              Purchase and sale agreement                                                     
TELLABS OPERATIONS, INC.                            Addendum No. 3 Effective 07/31/200 Addendum No. 1 effective February 16th,      
                                                     1997 Addendum No. 2 effective August 3, 1999                                   
TELLABS OPERATIONS, INC.                            Addendum to Purchase Agmt - Tellabs 98-259/Original                             
TELLABS OPERATIONS, INC.                            Purchase agreement                                                              
TELLABS OPERATIONS, INC.                            Tellabs Operations, Incorporated Addendum Number Three 00-1720 /Original        
TELPRO TECHNOLOGIES                                 Construction 001552                                                             

TELPRO TECHNOLOGIES                                 Master Telecommunications Construction Agreement                                
TELSCAPE USA                                        CARRIER SALES AGREEMENTS                                                        
TELSOURCE CORPORATION                               CO Install                                                                      
TELSOURCE CORPORATION                               Technicians for unnamed POP sites.  They do card repairs and bring  down        
                                                     electrical power.  Three agreements; (I) out of scope maintenance,             
                                                     (ii) normal maintenance, and (iii) installations.                              
TEL-TEC, INCORPORATED                               Outside plant construction                                                      
TENDER LOVING CARE JANITORIAL SERVICES              Janitorial services - Kenton                                                    
TENG & ASSOCIATES, INC.  (TENG CONSTRUCTION)        Construction                                                                    
TENG & ASSOCICATES                                  National A&E vendor                                                             

TERRA DESIGNS                                       CO Installation                                                                 
TERRA DESIGNS INC.                                  Subcontractors of CSI                                                           
TERRALINK COMMUNICATIONS INC                        Does installation of OC48 multiplexes and DSX cabling at the Fresno site.       
TEXAN ELECTRIC COMPANY, INC.                        CO Installation                                                                 
Texas Bank                                          Pop site @ 2525 Ridgemar Blvd., Ft. Worth, TX                                   

TEXSTAR ENTERPRISES, INC                            CO Installation                                                                 
TEXSTAR ENTERPRISES, INC.                           CO Installation                                                                 
THAYER POWER AND COMMUNICATION                      Outside plant construction                                                      
THAYER POWER AND COMMUNICATION LINE                 Outside plant construction                                                      
THE EQUITABLE LIFE ASSURANCE SOCIETY                RIGHT OF ENTRY AGREEMENT                                                        
The John Hancock                                                                                                                    
 Mutual Life Insurance Co.                          Right of Entry For 3600 Wilshore BLVD Los Angeles CA Effective 03/05/97         
The John Hancock                                                                                                                    
 Mutual Life Insurance Co.                          Lease Agreement for 2990 Inland Empire Blvd., Ontario, CA, L-233/Original       
The John Hancock                                                                                                                    
 Mutual Life Insurance Co.                          ROE 3600 Wilshire Boulevard Los Angeles, CA                                     
The M Company                                       Pop site @ 39172 State St., Fremont, CA                                         

The Travelers Insurance Company                     Type 1 Central Office - Switch site in Hartford, CT.                            

THERMAL AIRE                                        Co equipment maintenance                                                        
THERMAL AIRE, INC                                   Co equipment maintenance                                                        
THOMAS & PERKINS                                    Professional services                                                           
THOMAS CABLE COMMUNICATION INC                      Outside plant construction.                                                     
THOMAS CABLE COMMUNICATIONS                         Outside plant construction.                                                     
THOMAS RESOURCE GROUP                               Recruiting agreement                                                            
THOMPSON ASSOCIATES                                 Recruiting agreement                                                            
TIME WARNER TELECOM                                 2/09/01 settlement for the following agreements: 04/13/00 for the               
                                                     provisioning of 48 PRI circuits to be installed in Albany, NY 5/01 &           
                                                     6/09/00 5/1700 for 112 Pri circuits to be installed in Milwaukee,              
                                                     Wisconsin.                                                                     
TIS WORLDWIDE                                       Consulting services                                                             
TIS WORLDWIDE                                       Master Consulting Agreement & Subsequent statement of work.                     
TIS, INC. (TELECOMMUNICATIONS                                                                                                       
 INSTALLATION SPECIAL                               Engineering, Furnish & Install agreement                                        
TITAN AIR CORPORATION                               Engineering, Furnish & Install agreement                                        
TITLE BUILDING COMPANY                              Right of entry (Roe) @ 300 3rd Ave North.  Due upon installlation               
                                                     equipment never installed.                                                     
TMP INTERACTIVE, INC. (MONSTER.COM)                 Recruiting services                                                             
TOLIN MECHANICAL SYSTEMS COMPANY                    Mechanical services                                                             
TOLLBRIDGE TECHNOLOGIES                             90 day trial.                                                                   
T-ONE, INC.                                         Co installation fortified w/RBOC's, etal                                        
TOPA EQUITIES (V.I.),  LTD.,                                                                                                        
 U.S. VIRGIN ISLANDS CORP                           Right of Entry (Roe) @1800 Avenue of the Stars                                  
TOTAL INSTRUMENT SERVICES, INC.                     0                                                                               
TRANS GLOBAL COMMUNICATIONS                         Co installation                                                                 
TRANS GLOBAL COMMUNICATIONS, INC.                   Co installation                                                                 

Transwestern 25 West 43rd Street, LLC               Pop site @ 25 W. 43rd St., Suite 309, NY NY                                     

Transwestern 25 West 43rd Street, LLC               Pop site @ 25 W. 43rd St., Suite 1023, NY NY                                    

TRAVELERS INDEMNITY COMPANY                         Auto insurance policy                                                           
TRIAD CONSULTANTS                                   Temporary employees                                                             

TRI-AREA ELECTRIC CO., INC                          Engineering, Furnish & Install agreement                                        
TRI-CITY TELECOM AND CABLE                          Located in Thornton, CO. Does office wiring.                                    
TRI-CITY TELECOM AND CABLE, INC.                    Telecommunication Construction agreement dated 7/28/00                          
TRI-LAN, INC.                                       Recruiting agreement                                                            
TRISTEP HIRING SYTEMS                               Consulting services                                                             

TRUECOMP INSTALLATION                               SOW for the installation, implementation and testing of Truecom software.       

TRUEVANCE COMMUNICATIONS, LLC                       Inside wiring, electrical & surveying.                                          

TRUEVANCE COMMUNICATIONS, LLC                       Inside wiring, electrical & surveying.                                          
TRUSTED INFORMATIONS SYSTEMS, INC. (TIS)            Terminated according to contract terms.                                         
TTM, INC.                                           Engineering, Furnish & Install agreement                                        
TTM, INC.                                           Engineering, Furnish & Install agreement                                        
TTR, LLC                                            Engineering, Furnish & Install agreement                                        
TURNER CONSTRUCTION COMPANY                         Construction agreement                                                          
TURNER CONSTRUCTION COMPANY                         Contract to do tenant finish at the Panorama office space                       
TURNER CONSTRUCTION COMPANY                         Subcontract agreement                                                           
TVC INC                                             Confidentiality Agreement                                                       
U.S. INTERNET                                       Collocation space agreement                                                     
U2SI (UNDERGROUND UTLITIES SERVICES, INC.)          Cable locators                                                                  
UCA COMPUTER SYSTEMS INC                            Engineering, Furnish & Install agreement                                        
UNCC                                                0                                                                               
UNDERGROUND CONSTRUCTION CO INC                     Engineering, Furnish & Install agreement                                        
UNDERGROUND CONSTRUCTION CO INC.                    Engineering, Furnish & Install agreement                                        
UNDERGROUND TECHNOLOGY INC                          Line locating service                                                           
UNISON SYSTEMS INC                                  Consulting services                                                             
UNISON SYSTEMS INC                                  Temporary employees                                                             
UNISON SYSTEMS INC                                  Temporary employees                                                             
UNITED AIRLINES                                     Corporate volume agreement                                                      
UNITED AMERITEC CORPORATION                         Engineering, Furnish & Install agreement                                        

UNITED AMERITEC CORPORATOIN                         Security system installation and de installation.                               
UNITED HEALTHCARE                                   Employee medical coverage                                                       
UNITED INFORMATION                                                                                                                  
 TECHNOLOGIES CORPORATION                           Consulting Agreement                                                            

UNLIMITED TECHNOLOGY                                Recruiting agreement                                                            
US COMMUNICATIONS INC                               Outside plant construction                                                      

US COMMUNICATIONS INC                               Outside plant construction                                                      

US COMMUNICATIONS INC                               Outside plant construction and pulls fiber.                                     

US COMMUNICATIONS, INC.,                                                                                                            
 DIV. OF ARGUSS COMM. GRP                           Maintenance and confidentiality agreement                                       
US SOUTH COMMUNICATIONS                             Carrier Sales agreement                                                         

UTILIQUEST                                          Cable locators                                                                  
UTILIQUEST                                          Cable locators                                                                  
UTILITIES CONSTRUCTION                              Outside plant construction                                                      
UTILITY CONSULTANTS                                 Outside plant design & installation                                             
UUNET                                               Special Access                                                                  

V&A JANITORIAL SERVICES                             Janitorial services.                                                            
VALUCOM, INC                                        SOFTWARE LICENSE dated 10/16/97                                                 

VCI TELECOM INC                                     Outside plant construction and maintenance                                      
VCI TELECOM, INC.                                   Co installation                                                                 
VECA                                                VECA Construction Agreement                                                     
VECTOR MANAGEMENT GROUP                             Consulting Services                                                             
VERITAS SOFTWARE CORP                               Sales tax software.                                                             
VERITAS SOFTWARE CORP                               Software and support services                                                   
VIDEOTRONIC, INC.                                   Engineering, Furnish & Install agreement                                        
VIDEOTRONIX, INC.                                   Engineering, Furnish & Install agreement                                        

VIRTUAL ENTERPRISES, INC DBA                        Consulting services.                                                            

VIRTUAL VALLEY INTERNET                             Collocation space agreement                                                     
VISA USA, INC.                                      Collocation agreement                                                           
VISION SYSTEMS LLC                                  Consulting services                                                             
VITRIA TECHNOLOGY INC                               Software and support services                                                   
VITRIA TECHNOLOGY INC                               Software and support services.                                                  
VOCAL DATA, INC.                                    Hardware and Software Trial Agreement.                                          
VOICEWARE SYSTEMS                                   Appendix for SS7 Network Service - Voiceware 98-493/Original                    
VOICEWARE SYSTEMS                                   General Service Agreement, Voiceware 98-493                                     
VOLT INFORMATION SCIENCES, INC.                     General co & outside plant installation                                         
VOLT SERVICES                                       Recruiting agreement                                                            

VOLT SERVICES INC.                                  Recruiting agreement                                                            

VOLT TELECOM GROUP                                  Construction and maintenance outside plant                                      
VOLT TELECOM GROUP                                  Construction and maintenance outside plant                                      
VROOM                                               Software and support services                                                   

VYVX                                                Purchase and sale agreement                                                     
VYVX INC                                            Assignment and assumption                                                       
W. JAMES OROVITZ, TRUSTEE                           Pop site @ 2550 NW 72nd Ave., Miami, FL                                         
W. T. LEONE'S TRI-AREA ELECTRIC CO. INC.            Electrical  contractors                                                         
W.L. CONTRACTORS, INC.                              Outside plant construction                                                      
WALLER CREEK COMMUNICATIONS                         Fiber capacity agreement date 7/28/99 (6 Fibers)                                
WANG GLOBAL SERVICES                                Installation services subcontract agreement - install & service computer        
                                                     related equipment and cabeling.                                                
WARREN, MORRIS & MADISON, LTD.                      Recruiting agreement                                                            
WAUKESHA-PEARCE INDUSTRIES, INC.                    Generator maintenance                                                           

Waverly Hill Partnership                            Right of Entry (Roe) @ 899 Logan., Denver, CO                                   
WAVERLY HILL PARTNERSHIP                            RIGHT OF ENTRY AGREEMENT                                                        
WCB FIVE LIMITED                                                                                                                    
 PARTNERSHIP C/O WCB PROPERTIES                     Office Space 5375 Mira Sorrento                                                 
WEITZ COHEN CONSTRUCTION CO                         Subcontract agreement                                                           
WELLS FARGO ALARM SERVICES                          Alarm services                                                                  
WELLS FARGO ALARM SERVICES                          Security products and installation                                              

WESBELL ASSET RECOVERY CENTER                       Wesbell auto renewal                                                            
WEST AmericA MORTGAGE (WESTPIKE, LLC)               CUSTOMER PREMISES COLLATION AGREEMENT                                           
WESTAFF                                             Recruiting agreement                                                            
WESTERN DATA                                        Recrutiing agreement                                                            

WESTERN UNION                                       Assigned to MCI                                                                 
WESTERN UNION                                       Construction agreement                                                          
Western Union Ats C/O Worldcom                      Fiber use agreement from 50 Public Square tp 1621 Euclid, Clevleland Ohio       
WESTFIRE INC                                        Nationwide fire prevention contractor providing and maintaining fire            
                                                     suppression equipment.                                                         
WESTFIRE INC.                                       Nationwide fire prevention contractor providing and maintaining fire            
                                                     suppression equipment.                                                         

WESTFIRE, INC.                                      Nationwide fire prevention contractor providing and maintaining fire            
                                                     suppression equipment.                                                         

WESTSHARE SERVICES, INC.                            Engineering, Furnish & Install agreement                                        
WESTSHARE SERVICES, INC.                            Engineering, Furnish & Install agreement                                        

WESTSHARE SERVICES, INC.                            Engineering, Furnish & Install agreement                                        
WGW INC                                             EASEMENT AGREEMENT                                                              
WHITTMAN HART INC                                   Consulting services                                                             
WHITTMAN HART INC                                   Consulting services                                                             

WILLIAMS COMMUNICATIONS INC                         Private line, business discussion                                               
WILLIAMS ELECTRIC COMPANY                           Electrical                                                                      

WILLIAMS ELECTRIC COMPANY (PIONEER                  Overhead -underground power line work                                           

WILSON CONSULTING GROUP INC                         Consulting services                                                             
WILSON GROUP, THE                                   Recruiting agreement                                                            
WILSON'S AIR TECHNOLOGIES                           Maintenance & repair                                                            
WILSON'S AIR TECHNOLOGIES, INC.                     Maintenance & repair                                                            
WINDSOR CONSULTANTS INC                             Recruiting agreement                                                            
WINSTAR COMMUNICATIONS                              SPECIAL ACCESS.  DS-1 and DS-3 connections.                                     
WOLIN, CARLA J                                      Employment contract                                                             
WORLDCOM                                            0                                                                               
WORLDCOM NETWORK SERVICES                           0                                                                               
WORLDCOM NETWORK SERVICES INC                       Telecommunication Service Agreement effective 11/15/98                          
WORLDCOM NETWORK SERVICES INC                       0                                                                               
WORLDPORT COMMUNICATIONS (ENERGIS)                  SS7 and Special Access                                                          
XEROX BUSINESS SERVICES                             Facilities copy center                                                          

XO COMMUNICATIONS/NEXTLINK                          Local Loop OC48, OC12, DS3  Seattle, Salt Lake.                                 
YANKEE GROUP, THE                                   Market  research                                                                

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                                                            Appendix B-1                                                            

                                               Existing Organization Structure of Debtors                                           
                                               ------------------------------------------                                           

                                                                                                                                    

                                    ICG Communications, Inc.                                                                        
                        ------------(Delaware) Public-------------------------------                                                
                        |                      |                                   |                                                
    ---------------------                      |                                   |                                                
    |                   |                      |                                   |                                                
ICG Tevis, Inc.  ICG Funding, LLC  ICG Canadian Acquisition, Inc.         ICG Services, Inc.                                        
(Delaware) 100%  (Delaware) 100%   (Delaware) 100%                        (Delaware) 100%                                           
                                               |                                   |                                                
                                               |                                   |                                                
                                   ICG Holdings (Canada) Co.                       |                                                
                                   (Nova Scotia Unlimited                          |                                                
                                   Liability Company) 100%         -----------------------------------                              
                                               |                   |               |                  |                             
                                               |                   |               |                  |                             
                                  ICG Holdings, Inc.  ICG Mountain View, Inc. ICG NetAhead, Inc. ICG Equipment,                     
                                  (Colorado) 100%     (Colorado) 100%         (Delaware) 100%    Inc.(Colorado)                     
                                               |                                                 100%                               
                                               |                                                                                    
                              ------------------------------------------------------------------------                              
                              |                                   |                                   |                             
                              |                                   |                                   |                             
                       ICG Telecom Group, Inc.            * ICG Telecom Canada, Inc.          DownNorth, Inc.                       
                       (Colorado) 100%                      (Federal Canadian) 100%           (Georgia) 100%                        
                              |                                   |                                                                 
                              |                                   |                                                                 
                    -----------                                   |                                                                 
                    |                                             |                                                                 
                    |                                             |                                                                 
NikoNet, LLC      __|__    ICG Access Services            * Zycom Corporation                                                       
(Georgia) 100%      |      Southeast, Inc.                  (Alberta, Canada) 70% f/i/a                                             
                            (Delaware) 100%                  Camber Sports - See Note 1                                             
                    |                                             |                                                                 
                    |                                             |                                                                 
ICG Ohio LINX,      |      TransAmerican Cable,           * Zycom Corporation                                                       
Inc.(Ohio) 80%    __|__    Inc. (Kentucky) 100%             (Texas) 82% - See Note 3                                                
See Note 2          |                                             |                                                                 
                    |                                             |                                                                 
                    |                                             |                                                                 
ICG Enhanced        |      ICG Telecom of San Diego,      * Zycom Network Services, Inc.                                            
Services, Inc.    __|__    L.P. (California) 93.79          (Texas) 100%                                                            
(Colorado)          |                                       f/k/a Travel Phone                                                      
100%                |                                                                                                               
                    |                                                                                                               
Communications      |      Western Plains                                                                                           
Buying Group,     __|__    Finance, L.L.C.                                                                                          
Inc.(Ohio)          |      (Nevada) 100%                                                                                            
100%                |                                                                                                               
                    |                                                                                                               
ICG Telecom         |                                                                                                               
Group of          __|                                                                                                               
Virginia, Inc.      |                                                                                                               
(Virginia) 100%     |                                                                                                               
                    |                                                                                                               
                    |                                                                                                               
ICG DataChoice      |      ICG ChoiceCom                                                                                            
Network Services, __|__    Management, LLC                                                                                          
L.L.C. (Nevada)     |      (Delaware) 100%                                                                                          
100%                |             |                                                                                                 
                    |             |                                                                                                 
PTI Harbor Bay,     |      ICG ChoiceCom, L.P.                                                                                      
Inc.(Washington) __ |      (Delaware) 50% f/k/a                                                                                     
100%                       CSW/ICG -                                                                                                
                           See Note 4                                                                                               

Bay Area                                                                                                                            
Teleport, Inc.                                                                                                                      
(Delaware) 100%                                                                                                                     

KEY:                                                                                                                                

* Nondebtor entities                                                                                                                

Notes.                                                                                                                              
1.  Remaining equity is held by approximately 300 other shareholders                                                                
2.  Remaining 20% is covered by ICG Services, Inc.                                                                                  
3.  Remaining 18% is owned by ICG Telecom Group, Inc.                                                                               
4.  The partners of this entity are ICG Telecom Group, Inc. limited partner with a 50% interest.  ICG Services, Inc. limited partner
with a 49% interest and ICG ChoiceCom Management, L.L.C. general partner with a 1% interest.                                        

                                                 Appendix B-2                                                                       

                             Chart Depicting Anticipated Corporate Structure Changes                                                
                             -------------------------------------------------------                                                

                                                       ICG Communications, Inc.                                                     
                  ------------------------------------ (Delaware) Public--------------------------------------                      
                  |                   |                      84-1342022                                       |                     
                  |                   |                G/L Co. #01                                            |                     
                  |                   |                     |                                                 |                     
                  |                   |                     |                                                 |                     
              ICG Tevis, Inc.     *ICG Funding, LLC         |                                                 |                     
              (Delaware)          (Delaware)           ICG Canadian Acquisition,Inc.                   *ICG Services, Inc.          
              84-1539152          84-1434980           (Delaware)100%                                  (Delaware)  100%             
              G/L  Co. No. 09     G/L  Co. No. #03     84-1479020                                      84-1448147                   
                                                       G/L Co. No.04                                          |                     
                                                            |                                                 |                     
                                                            |                                                 |                     
                                                       ICG Holdings (Canada) Co.                       -------------------          
                                                       (Nova Scotia Unlimited                            |               |          
                                                       Liability Company)  G/L Co. #05                   |               |          
                                                            |                                            |               |          
                                                            |                                            |               |          
                                                       ICG Holdings, Inc. (Colorado) 100%                |               |          
                                                       84-1128868                                        |               |          
                                                       G/L Co. #10                                       |               |          
                                                            |                                            |               |          
                                                            |                                            |               |          
                                      -------------------------------------------------                  |               |          
                                      |                       |                       |                  |               |          
                                 ICG Telecom Group, Inc.    *ICG Telecom Canada Inc. DownNorth, Inc.  ICG Equipment, Inc.|          
                                 (Colorado) 100%            (Federal Canadian)       (Georgia) 100%    (Colorado) 100%   |          
                                 84-1261063                 100%                     58-1478519        84-1448149        |          
                                 G/L Co No. #20 Less PC 342 G/L Co. No. #55          G/L Co. No. #85   G/L Co. #71       |          
                                      |                                    |                                           ------------ 
                                      |                                    |                                               |      | 
NikoNet, LLC ------------------------ |--ICG Access Services-           *Zycom Corporation                                 |      | 
(Georgia) 100%                        |  Southeast -Inc. (Delaware)     (Alberta, Canada)~70                               |      | 
58-2047421                            |  100% 63-1023496                G/L Co. No. #55                                    |      | 
G/L Co. No. #31                       |  G/L Co. No. #24                   |                                               |      | 
                                      |                                    |                                               |      | 
                                      |                                    |                                               |      | 
ICG Ohio LINX, Inc. ----------------- |--Trans American Cable, Inc.     *Zycom Corporation                                 |      | 
(Ohio) 80%                            |  (Kentucky) 100%                (Texas)                                            |      | 
31-1322971                            |  61-1136825                     82%                                                |      | 
G/L Co. No. #26                       |  G/L Co. No. #20 PC 342         76-0367320 G/L Co. No. #56                         |      | 
                                      |                                    |                                    ICG Mountain View,| 
                                      |                                    |                                     Inc.             | 
ICG Enhanced Services, Inc. --------- |--*ICG Telecom of San Diego, L.P.*Zycom Network Services, Inc.            (Colorado) 100%  | 
(Colorado) 100%                       |  (CA Limited Partnership)93.79% (Texas) 100%                            84-1521470        | 
84--1302684                           |  33-0538794                     76-0353232                              G/L Co. No. 73    | 
G/L Co. No. #54                       |  G/L Co. No. #28                G/L Co. No. #57                                           | 
                                      |                                                                      ---------------------- 
                                      |                                                                      *ICG NetAhead, Inc.    
Communications Buying Group, Inc. --- |--Western Plains Finance, L.L.C.                                      (Delaware)             
(Ohio) 100%                           |  (NV Limited Liability Company)                                      100%                   
34-1623213                            |  100%                                                                77-0317705 G/L Co. #75 
G/L Co. No. #25                       |  84-1539652  G/L Co. No29                                                                   
                                      |                                                                                             
                                      |                                                                                             
ICG Telecom Group of Virginia, Inc.-- |                                                                                             
(Virginia) 100%                       |                                                                                             
                                      |                                                            *Companies To Be Dissolved       
84-1478790                            |                                                                                             
                                      |                                                                                             
                                      |                                                                                             
ICG DataChoice Network Services, ---- |--ICG ChoiceCom Management, LLC                                                              
L.L.C.                                |  (a DE limited liability company)                                                           
(a NV  Limited Liabilty Company)      |  100%                                                                                       
100%                                  |  74-2803761 G/L Co. No. 33                                                                  
84-1341752  G/L Co. No. #30           |         |                                                                                   
                                      |         |                                                                                   
                                      |         |                                                                                   
PTI Harbor Bay, Inc. ---------------- |  ICG ChoiceCom, L.P.                                                                        
(Washington)                             (a DE Limited Partnership)                                                                 
100%                                     50%                                                                                        
91-1299621                               84-1510101 G/L Co. No. 32                                                                  
     |                                                                                                                              
     |                                                                                                                              
Bay Area Teleport, Inc.                                                                                                             
(Delaware) 100%                                                                                                                     
91-1522723                                                                                                                          
G/L Co. No. #27                                                                                                                     

                                             Appendix B-3                                                                           

                             Organization Structure of Reorganized Debtors                                                          
                             ---------------------------------------------                                                          

                                                ICG Communications, Inc.                                                            
                                                (Delaware) Public                                                                   
                          ----------------------84-1342022                                                                          
                          |                     G/L Co.  #01                                                                        
                    ICG Tevis, Inc.                      |                                                                          
                    (Delaware)                           |                                                                          
                    84-1539152                           |                                                                          
                    G/L  Co. No. 09             ICG Canadian Acquisition, Inc.                                                      
                                                (Delaware)  100%                                                                    
                                                84-1479020                                                                          
                                                G/L Co. No. 04                                                                      
                                                         |                                                                          
                                                         |                                                                          
                                                ICG Holdings (Canada)  Co.                                                          
                                                (Nova Scotia Unlimited                                                              
                                                Liability Company)  G/L Co. #05                                                     
                                                         |                                                                          
                                                         |                                                                          
                                                ICG Holdings, Inc. (Colorado) 100%                                                  
                                                84-1128868                                                                          
                                                G/L Co. #10                                                                         
                                                         |                                                                          
                                                         |                                                                          
                        ---------------------------------------------------------------------------------                           
                        |                          |                          |                        |                            
                        |                          |                          |                        |                            
              ICG Telecom Group, Inc.       ICG Equipment, Inc.     ICG Mountain View, Inc.    DownNorth, Inc.                      
              (Colorado) 100%               (Colorado) 100%         (Colorado) 100%            (Georgia) 100%                       
              84-1261063                    84-1448149              84-1521470                 58-1478519                           
              G/L Co No. #20 Less PC 342    G/L Co. #71             G/L Co. No. 73             G/L Co. No. #85                      
                        |                                                                                                           
                        |                                                                                                           
                        |                                                                                                           
NikoNet, LLC            |       ICG Access Services-                                                                                
(Georgia) 100%        __|__     Southeast -Inc. (Delaware)                                                                          
58-2047421              |       100% 63-1023496                                                                                     
G/L Co. No. #31         |       G/L Co. No. #24                                                                                     
                        |                                                                                                           
                        |                                                                                                           
ICG Ohio LINX, Inc.     |       Trans American Cable, Inc.                                                                          
(Ohio) 80%            __|__     (Kentucky) 100%                                                                                     
31-1322971              |       61-1136825                                                                                          
G/L Co. No. #26         |       G/L Co. No. #20 PC 342                                                                              
                        |                                                                                                           
                        |                                                                                                           
ICG Enhanced Services,  |                                                                                                           
Inc. (Colorado) 100%  __|                                                                                                           
84-1302684              |                                                                                                           
G/L Co. No. #54         |                                                                                                           
                        |                                                                                                           
                        |                                                                                                           
Communications Buying   |       Western Plains Finance, L.L.C.                                                                      
Group, Inc. (Ohio)    __|__     (NV Limited Liability Company)                                                                      
100% 34-1623213         |       100%                                                                                                
G/L Co. No. #25         |       84-1539652  G/L Co. No29                                                                            
                        |                                                                                                           
                        |                                                                                                           
ICG Telecom Group of    |                                                                                                           
Virginia, Inc.        __|                                                                                                           
(Virginia) 100%         |                                                                                                           
84-1478790              |                                                                                                           
                        |                                                                                                           
                        |                                                                                                           
ICG DataChoice Network  |       ICG ChoiceCom Management, LLC                                                                       
Services,  L.L.C.     __|__     (a DE limited liability                                                                             
(a NV Limited Liability |       company)                                                                                            
Company) 100%           |       100%                                                                                                
84-1341752              |       74-2803761 G/L Co. No. 33                                                                           
G/L Co. No. #30         |             |                                                                                             
                        |             |                                                                                             
                        |             |                                                                                             
PTI Harbor Bay, Inc.    |       ICG ChoiceCom, L.P.                                                                                 
(Washington)          __|       (a DE Limited Partnership)                                                                          
100%                            50%                                                                                                 
91-1299621                      84-1510101 G/L Co. No. 32                                                                           
       |                                                                                                                            
       |                                                                                                                            
Bay Area Teleport, Inc.                                                                                                             
(Delaware) 100%                                                                                                                     
91-1522723                                                                                                                          
G/L Co. No. #27                                                                                                                     


APPENDIX C    

LIQUIDATION ANALYSES    

BEST INTEREST TEST    

Pursuant to section 1129(a)(7)(A)(ii) of the Bankruptcy Code (the "Best         
Interest Test"), notwithstand ing acceptance of the Plan by each impaired       
Class, to confirm the Plan the Bankruptcy Court must determine that the         
Plan is in the best interests of each holder of a Claim of Interest who is      
a member of any impaired Class and who has not voted to accept the Plan.        
Accordingly, if an impaired Class does not vote unanimously to accept the       
Plan, the Best Interest Test requires that the Bankruptcy Court find that       
the Plan provides to each dissenting member of such impaired Class a            
recovery on account of the Class member's Claim or Interest that has a          
value, as of the Effective date, at least equal to the value of the             
distribution that such class member would receive if the Debtors were           
liquidated under chapter 7 of the Bankruptcy Code on such date.                 

LIQUIDATION ANALYSES    

The following are analyses of the results of hypothetical liquidations of       
the Holdings Debtors and the Services Debtors, respectively, under chapter      
7 of the Bankruptcy Code.                                                       

The Debtors believe that under the Plan, Holders of Impaired Claims and         
Impaired Interests against the Holdings Debtors, and Holders of Impaired        
Claims and Impaired Interests against the Services Debtors, will receive        
property with a value equal to or in excess of the value such Holders would     
receive in a liquidation under chapter 7 of the Bankruptcy Code.                

To estimate the likely returns to Holders of Claims and Interests in a          
chapter 7 liquidation, for each of the Holdings Debtors and Services            
Debtors, respectively, the Debtors determined the amount of liquidation         
proceeds that would be available for distribution and the allocation of         
such proceeds among the Classes of Claims and Interests based on their          
relative priority. In conducting these analyses, the Debtors were assisted      
by Zolfo Cooper, one of their restructuring advisors in this matter. As         
further described below, to estimate the liquidation proceeds, the Debtors      
assumed that the estates of the Holdings Debtors are treated as a               
substantively consolidated entity and that the estates of the Services          
Debtors are treated as a substantively consolidated entity during a             
nine-month wind-down period in which the respective assets of the Holdings      
Debtors and Services Debtors are sold in a straight liquidation.                
Liquidation proceeds available for distribution to Holders of Claims would      
consist of the net proceeds from the disposition of the assets, augmented       
by other cash held by the respective Debtors.                                   

The relative priority of distribution of liquidation proceeds with respect      
to any Claim or Interest depends on (i) its status as secured, priority         
unsecured, or non-priority unsecured and (ii) its relative subordination.       

In general, liquidation proceeds would be allocated in the following            
priority (i) first, to the Claims of secured creditors to the extent of the     
value of their collateral; (ii) second, to the costs, fees and expenses of      
the liquidation, as well as other administrative expenses of the Holdings       
Debtors' and Services Debtors' chapter 7 cases, including tax liabilities;      
(iii) third, to the unpaid Administrative Claims of the chapter 11 case;        
(iv) fourth, to Priority Tax Claims and other Claims entitled to priority       
in payment under the Bankruptcy Code; and (v) fifth, to unsecured Claims.       
Each of the Holdings Debtors' and Services Debtors' respective liquidation      
costs in Chapter 7 would include the compensa tion of a bankruptcy trustee,     
as well as compensation of counsel and of other professionals retained by       
such trustee, asset disposition expenses, applicable taxes, litigation          
costs, claims arising from the operation of the Holdings Debtors and            
Services Debtors during the pendency of the chapter 7 case and all unpaid       
Administrative Claims incurred by such Debtors during the Chapter 11 case       
that are Allowed Claims in the chapter 7 cases. The liquidation itself          
would trigger certain Priority Claims, such as Claims for severance pay to      
certain employees.                                                              

As set forth in the schedules below, the Debtors' management estimates that     
the Holding Debtors' gross liquidation proceeds would range from                
approximately $54.4MM to $96.5MM and the Services Debtors' gross                
liquidation proceeds would range from approximately $113.0MM to $149.9MM .      
Based on the priorities outlined above, the Debtors believe that remaining      
proceeds, if any, available as recovery to Impaired Claims would be             
significantly less than those under the Plan.                                   

The chapter 7 liquidation analyses provided of the Holdings Debtors and of      
the Services Debtors is intended solely for the purposes of discussing the      
effects of a hypothetical chapter 7 liquidation of the Holdings Debtors and     
the Services Debtors. Both of the liquidation analyses are based on             
numerous estimates and assumptions that, although developed and considered      
reasonable by the Debtors' management and its financial advisors, are           
inherently subject to significant economic and competitive uncertainties        
and contingencies beyond the control of the Debtors. Both of the                
liquidation analysis are also based upon assumptions with regard to             
liquidation decisions that are subject to change. Accordingly, there can be     
no assurance that the values reflected these liquidation analyses would be      
realized if the Debtors were, in fact, to undergo such liquidations.            

I.   SIGNIFICANT UNCERTAINTIES                                                  
-------------------------                                             

In addition to the General and Principal Assumptions that are set forth on      
the following pages, there are significant areas of uncertainty that exist      
with respect to these liquidation analyses.                                     

(1) The liquidation analyses assume that the liquidation of the       
   Holdings Debtors' and Services Debtors' Estates would commence on
May 1, 2002 and would be substantially complete within a      
nine-month period. The wind-down costs during the nine-month  
   liquidation period have been estimated by the Debtors' management
and any deviation from this time frame could have a material  
impact on the wind-down costs, Administrative Claims, proceeds
 from asset sales, and the ultimate recovery to the creditors of
the Holdings Debtors' and Services Debtors' Estates.          

(2) If the implementation of the liquidation plan were to be delayed, 
   there is a possibility that the Debtors would sustain significant
    operating losses during the delay period, thus adversely impacting
the net liquidation value of the respective Estates.          

(3) In any liquidation there is a general risk of unanticipated       
 events, which could have a signifi cant impact on the projected
  cash receipts and disbursements. These events include changes in
  the general economic condition, changes in consumer preferences,
obsolescence, changes in the market value of the respective   
 Debtors' assets and problems with current and former employees.

In addition to the specific assumptions described in the footnotes to the       
table below, the following general assumptions were used in formulating the     
liquidation analysis.                                                           

II.  GENERAL ASSUMPTIONS                                                        
-------------------                                                   

(1) Consolidation - For purposes of both the Plan and the hypothetical
 chapter 7 liquidation analyses, it is assumed that the Holdings
Debtors are combined into a single entity and treated as      
substantively consolidated and that the Services Debtors are  
combined into a single entity and treated as substantively    
consolidated. Pre-petition Intercompany Claims by the Holdings
  Debtors against the Service Debtors, and by the Services Debtors
  against the Holdings Debtors, would have no impact on holders of
    Unsecured Claims because there are not sufficient funds to pay the
   pre-petition Unsecured Claims against either the Holdings Debtors
or the Services Debtors.                                      

(2) Nature and Timing of the Liquidation Process - Under section 704  
of the Bankruptcy Code, a chapter 7 trustee must, among other 
    duties, collect and convert the property of the debtor's estate to
  cash and close the estate as expeditiously as is compatible with
    the best interests of the parties in interest. Solely for purposes
    of preparing this liquidation analysis, it is assumed that each of
the Holdings Debtors and Services Debtors would voluntarily   
   convert the pending chapter 11 cases to chapter 7 liquidations on
 May 1, 2002. The Holdings Debtors' and Services Debtors' assets
are assumed to be sold during the following nine-month period.
  Included in this period is a 90 day time allotment for notifying
   commercial dial tone custom ers of services terminations (certain
   dial tone telecom services are subject to regulatory requirements
 of termination notice). Management believes that it is unlikely
   that the actual sale periods would be shorter than those assumed,
 and there can be no assurance that the actual sale period would
  not be longer than assumed. It is likely that if the sale period
was extended, sale proceeds would be diminished.              

(3) Estimated Liquidation Proceeds - All telecom equipment and fiber  
 are assumed to be sold in a straight liquidation to the highest
bidder. Zolfo Cooper assisted the Debtors in estimating the   
  potential proceeds from the disposition of assets. The following
    list identifies factors considered by the Debtors and Zolfo Cooper
in estimating the proceeds that might be received from the    
liquidation sales.                                            

o     The historical cost of the assets                         
o     Asset location and local market demand                    
o     Previously issued third-party appraisals, and subsequent  
         follow up discussions related to further deterioration in the
  telecom equipment values since the original appraisals
o     Recently transacted telecom equipment sales               
  o     Managements' experience and expertise in asset resale values
o     Analysis of liabilities and obligations relating to       
particular assets                                   
o     Current industry trends including general availability of 
  used telecom equipment and fiber assets, the number of
         companies in the industry selling telecom equipment and fiber
    assets, and the current technology being used in telecom
equipment and fiber build outs                      
 o     A "distress sale value." A distress sale value differs from
         the price at which assets would be sold to a willing buyer by
         a willing seller, assuming neither is under any compulsion to
       buy or sell, and assuming both are informed of the relevant
facts                                               
o     The inability to convey software rights with certain      
equipment                                           

(4) Certain Tax Matters - Management believes that it is unlikely that
   any taxable gains would be triggered through a liquidation of the
Holdings Debtors' or Services Debtors' assets.                

  However, if for some reason there were to be a taxable gain from
the liquidation of the Holdings Debtors' or Services Debtors' 
assets, any realized gains would be reduced to zero by the    
Holdings Debtors' or Services Debtors' net operating loss     
carryforward.                                                 

(5) Additional Liabilities and Reserves - The Debtors believe that in 
 addition to the expenses that would be incurred in a chapter 11
reorganization, there would be certain actual and contingent  
   liabilities and expenses for which provision would be required in
chapter 7 liquidations before distributions could be made to  
creditors, including: (a) certain liabilities that are not    
   dischargeable pursuant to the Bankruptcy Code; (b) Administrative
 Claims including damages from rejected post petition contracts,
the fees of a trustee and of counsel and other professionals  
   (including financial advisors and accountants), retention bonuses
    paid to employees required to effectuate the wind down process and
  other liabilities (including retirement, vacation pay, and other
   employee-related administrative costs and liabilities) that would
be funded from continuing operations if the Debtors were      
reorganized as a going concern; and (c) certain administrative
  costs. Management believes that there is significant uncertainty
as to the reliability of the Debtors' estimates of the amounts
    related to the foregoing that have been assumed in the liquidation
analysis.                                                     

(6) Distributions: Absolute Priority - Under a chapter 7 liquidation, 
   all secured claims are required to be satisfied from the proceeds
 of the collateral securing such claims before any such proceeds
would be distributed to any other creditors. The following    
   analysis assumes the application of the rule of absolute priority
of distributions with respect to the remaining proceeds of the
Debtors. Under that rule, no junior creditor receives any     
  distribution until all senior creditors are paid in full. To the
extent that proceeds remain after satisfaction of all secured 
   claims, the proceeds would first be distributed to the Holders of
   Administrative Claims, then to Priority Claims and finally to the
Unsecured Claims. Based on the liquidation assumptions of the 
  Debtors' management, the proceeds generated from the liquidation
    of the Debtors' assets would not likely be sufficient to fully pay
Priority Claims and no proceeds would likely be available for 
Unsecured Claims.                                             

(7) Conclusion - The Debtors believe that chapter 7 liquidations of   
the Holdings Debtors and Services Debtors would result in a   
   substantial diminution in the value to be realized by the Holders
  of Unsecured Claims against each of the Holdings Debtors and the
   Services Debtors. The Holders of Unsecured Claims against each of
the Holdings Debtors and the Services Debtors are expected to 
 receive recoveries under the Plan in excess of that realized in
    chapter 7 liquidations. Consequently, the Debtors believe that the
Plan, which provides for the continuation of the Debtors'     
  businesses, will provide a substantially greater ultimate return
to Holders of Unsecured Claims against each of the Holdings   
Debtors and the Services Debtors than would chapter 7         
liquidations.                                                 

The chapter 7 liquidation analysis of the Holdings Debtors is as follows:       

                                                        [Enlarge/Download Table]


                                                     Holdings Debtors                                                      
-------------------------------------------------------------------------------------------------------------------------- 
                                                                                               Low Value      High Value   
                                             Estimated          Low              High          Recovery        Recovery    
                                Note            Claim           Value             Value             %              %       
                              ---------    --------------- ----------------  --------------- --------------- --------------
Proceeds:                                                                                                                  
                                                                                                                           
Gross liquidation proceeds        A                        $   54.4          $ 96.5                                        

Trustee fees, professional fees,  B        $      68.1         54.4            68.1            79.9%             100.0%    
wind-down costs, and other chap-                                                                                           
ter 7 Administrative costs                                                                                                 
Chapter 11 Administrative claim   C        $      63.9           -             28.4             0.0%               4.4%    
Priority claims                   D        $       9.4           -               -              0.0%               0.0%    
Unsecured claims                  E        $   1,370.5           -               -              0.0%               0.0%    
                                                            ---------------  ---------------                               
Total Distributions                                          $ 54.4          $ 96.5                                        


Notes:                                                                          
-----                                                                           
(A)      Includes assumed gross proceeds from sale in liquidation of  
        the Debtors' assets and existing cash balances (high/low) as
follows (in millions):                              

                                   Low Value              High Value
                                   ------------------     ------------------
Cash and cash equivalents                        $ 12.3                 $ 12.3  
Accounts receivable                                20.4                   37.7  
Telecom equipment                                  10.7                   19.1  
Fiber assets                                        3.3                   11.9  
Other assets                                        2.7                   15.5  
                                   ------------------     ------------------
Gross liquidation proceeds                       $ 54.4                 $ 96.5  
                                   ==================     ==================

(B)      Estimated Chapter 7 administrative and wind-down expenses of 
        $68.1MM. The estimated wind-down expense is net of projected
        cash receipts from operations and interest income. A summary
       of adminis trative and wind-down expenses is as follows (in
millions):                                          

                                                        [Enlarge/Download Table]


                                                                                                
Operating costs, net of revenues, of providing dial tone services during a three      $ 22.9    
month shut down period required for regulatory purposes                                         
Administrative claims                                                                           

     Severance and vacation, allocated among Holdings Debtors and Services              19.9    
     Debtors based upon headcount                                                               
     Trustee and professional fees                                                       5.0    
     Termination penalties from rejection of post petition agreements                   10.7    
     Wind down expenses, allocated among Holdings Debtors and Services Debtors           9.6    
     based upon relative property and equipment values                                          
                                                                                  --------------
Total                                                                             $     68.1    
                                                                                  ==============

Operating expenses in excess of revenues related to dial tone 
  services are expected to be incurred during the shut down period
   required for regulatory purposes. Projected costs are higher than
    revenues due to the cost of the network infrastructure required to
be in place to support dial tone services. All other services,
  including dial up services and point to point broadband, will be
terminated immediately.                                       

 Severance and vacation costs are limited to current contractual
obligations to employees.                                                       

  Trustee fees approximate 3.0% of the net proceeds to be realized
in the liquidation of the assets.                                               

  Termination penalties from rejection of post petition agreements
reflect $10.7MM from the lease on the headquarters building   
entered into in June 2001.                                    

 Wind down expenses consists primarily of employee related costs
  including stay bonuses for personnel necessary for the wind down
process.                                                      

   Property taxes, included would down expenses, are the estimate of
obligations for 2002.                                                           

  (C)      Estimated Administrative Claim expenses incurred during
      the pendency of the chapter 11 case. Claims of the
         Services Debtors for unpaid postpetition intercompany
       equipment lease payment obligations to the Services
          Debtors incurred during the pendancy of the chapter 11
      case of $48.2MM are not included in Administrative
            Claim(s) shown against the Holdings Debtors. Such claims
        have been accrued on the Holdings Debtors' books and
records.                                    

    (D)      Estimated claims subject to priority under the Bankruptcy
Code.                                       

 (E)       Includes General Unsecured Claims estimated in the Plan
             and estimated incremental deficiency claims incurred with
           the hypothetical conversion to a chapter 7 liquidation.

The chapter 7 liquidation analysis of the Services Debtors is as follows:       

                                                        [Enlarge/Download Table]


                                                            Services Debtors                                                     
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                      Low Value                  
                                                      Estimated           Low            High          Recovery       High Value 
                                        Note            Claim            Value          Value             %           Recovery % 
                                      ---------    ---------------    ------------  --------------  -------------- --------------
Proceeds:                                                                                                                        
                                                                                                                                 
Gross liquidation proceeds                A                           $  113.0      $  149.9                                     

Distributions:                                                                                                                   
Secured senior credit facility            B        $     84.6         $   84.6      $   84.6           100.0%          100.0%    
claim                                                                                                                            
Trustee fees, professional fees,          C        $      27.0            27.0          27.0           100.0%          100.0%    
wind-down costs, and other chap                                                                                                  
ter 7 Administrative costs                                                                                                       
Chapter 11 Administrative claim           D        $      18.3             1.4          18.3            7.7%           100.0%    
Priority claims                           E        $      10.3             -            10.3            0.0%           100.0%    
Unsecured claims                          F        $   1,324.7             -             9.7            0.0%             0.6%    
                                                                      ------------  --------------                               
Total Distributions                                                     $113.0        $149.9                                     


Notes:                                                                          
-----                                                                           
   (A)      Includes assumed gross proceeds from sale in liquidation
     of the Debtors' assets and existing cash balances
(high/low) as follows (in millions):        

                                   Low Value              High Value
                                   ------------------     ------------------
Cash and cash equivalents                         $85.8                  $85.8  
Telecom equipment                                  13.4                   23.9  
Fiber assets                                        8.6                   31.8  
Other assets                                        5.2                    8.4  
                                   ------------------     ------------------
Gross liquidation proceeds                       $113.0                 $149.9  
                                   ==================     ==================

   Gross proceeds do not include $48.2MM of unpaid
             postpetition intercompany lease receivables from Holdings
            for equipment lease charges incurred during the pendancy
of the chapter 11 case.                     

  (B)      Senior Credit Facility claim of $84.6 MM secured by all
Services assets as of the filing date.      

    (C)      Estimated Chapter 7 administrative and wind-down expenses
         of $27.0MM. The estimated wind-down expense is net of
        projected cash receipts from operations and interest
     income. A summary of administrative and wind-down
expenses is as follows (in millions):       

                                                        [Enlarge/Download Table]


                                                                                            
       Severance and vacation, allocated among Holdings Debtors and Services        $1.0    
       Debtors based upon headcount                                                         
       Trustee and professional fees                                                 9.0    
       Wind down expenses, allocated among Holdings Debtors and                             
       Services Debtors based upon the liquidation value of telecom                         
       equipment and fiber assets:                                                          
                Personnel                                                            9.1    
                Property Taxes                                                       4.3    
                Warehouse and office space rent                                      1.8    
                Other                                                                1.8    
                                                                              --------------
Total                                                                             $ 17.0    
                                                                              ==============

                        Severance and vacation costs are
                      limited to current contractual
                 obligations to employees.

                            Trustee fees approximate 3.0% of the
                          net proceeds to be realized in the
                   liquida tion of the assets.

                          Property taxes are the estimate of
             obligations for 2002.

                             Wind down expenses consists primarily
                           of employee related costs including
                            stay bonuses for personnel necessary
                  for the wind down process.

 (D)      Estimated claims subject to priority payment under the
Bankruptcy Code.                            

  (E)      Includes General Unsecured Claims estimated in the Plan
             and estimated incremental deficiency claims incurred with
           the hypothetical conversion to a chapter 7 liquidation.

The chapter 7 liquidation analysis of the combined Holdings and Services        
Debtors - presented for illustrative purposes - is as follows:                  

                                                        [Enlarge/Download Table]


                                         Holdings Debtors and Services Debtors - Combined                                          
-----------------------------------------------------------------------------------------------------------------------------------
                                            Estimated            Low              High              Low Value         High Value   
                                              Claim             Value            Value              Recovery %        Recovery %   
                                          --------------     -----------    ----------------     ----------------  ----------------
Proceeds:                                                                                                                          
                                                                                                                                   
Gross liquidation proceeds                                   $  167.4         $  246.4                                             

Distributions:                                                                                                                     
Secured senior credit facility            $     84.6         $   84.6         $   84.6                  100.0%            100.0%   
claim                                                                                                                              
Trustee fees, professional fees,                                                                                                   
wind-down costs, and other chap                                                                                                    
ter 7 Administrative costs                                                                                                         
                                          $      95.1            81.3             95.1                  85.5%             100.0%   
Chapter 11 Administrative claim                                                                                                    
                                          $      82.2             1.5             46.7                   1.8%              56.8%   
Priority claims                           $      19.7             -               10.3                   0.0%              52.3%   
Unsecured claims                          $   2,695.2             -                9.7                   0.0%               0.4%   
                                                             -----------    ----------------                                       
Total Distributions                                          $  167.4       $    246.4                                             


APPENDIX D    

PRO FORMA FINANCIAL PROJECTIONS     

Consolidated Projected Pro Forma Balance Sheets Giving Effect to                
the Plan of Reorganization                                                      

  The following Consolidated Projected Pro Forma Balance Sheets as
of April 30, 2002 reflects the effects of certain transactions that will        
occur at the consummation of the Plan of Reorganization ("the Plan"). For       
purposes of the following Consolidated Projected Pro Forma Balance Sheets,      
the assumed Effective Date of the Plan is April 30, 2002. Other significant     
assumptions on which the pro forma adjustments are based are set forth in       
the notes to the Consolidated Projected Pro Forma Balance Sheets.               

  THE CONSOLIDATED PROJECTED PRO FORMA BALANCE SHEETS SET FORTH IN
THIS SECTION ILLUSTRATE THE EFFECT ON THE DEBTORS' BALANCE SHEETS UPON          
CONSUMMATION OF THE PLAN. THESE BALANCE SHEETS, BOTH PRE-PETITION AND           
POST-PETITION, HAVE NOT BEEN PREPARED IN CONFORMITY WITH GENERALLY ACCEPTED     
ACCOUNTING PRINCIPLES IN ORDER TO MORE CLEARLY ILLUSTRATE THE REDUCTION IN      
THE DEBTORS' LIABILITIES PURSUANT TO THE PLAN AND RESTRUCTURING OF THE          
CAPITAL OF THE DEBTOR.                                                          

Pursuant to the guidance provided by SOP 90-7, "Financial     
Reporting by Entities in Reorganization Under the Bankruptcy Code", the         
Company will adopt "fresh start" accounting upon emerging from bankruptcy.      
Under fresh start accounting, the reorganization value of the entity            
(generally representing its fair value) is allocated to the entity's assets     
in conformity with SFAS 141, "Business Combinations".                           

DrKW has provided a range of the value for Reorganized ICG of 
$350MM to $500MM. For the purpose of the following Consolidated Projected       
Pro Forma Balance Sheets, a reorganization value of $412,677,000 has been       
assigned and allocated to the post-bankruptcy assets and liabilities in         
accordance with SFAS 141. This estimated reorganization value, as well as       
its allocation to the specific assets and liabilities may be significantly      
different from the final amounts that will be determined upon the Debtors'      
emergence from bankruptcy.                                                      

ICG Communications, Inc.    
Consolidated Projected Pro Forma Balance Sheets     
As of April 30, 2002 (unaudited), continued     
(in thousands)    

                                                        [Enlarge/Download Table]


                                                                                                             Projected Pro   
                                    Projected                                                                    Forma       
                                      Pre-                                                                                   
                                    Confirmation                                                              Reorganized    
                                    Balance                                                                  Balance Sheet   
                                     Sheet                                                                                   

                                    Pro Forma Adjustments  to Record Confirmation of the Plan                                
                                    ---------------------------------------------------------                                
                                                  Settlement of       Debt                       Fresh Start                 
                                                     Claims        Discharge     New Funding      Accounting                 
                                    -----------------------------------------------------------------------------------------

                                                                                                                             
Current assets:                                                                                                              
   Cash and short-term investments  $     89,551       (300) (1)   $        -     $   34,756 (7)  $     -         $  98,841  
                                                    (12,451) (2)                                                             
                                                    (11,615) (3)                                                             
                                                     (1,100) (5)                                                             
   Accounts receivables, net              45,650                                                                     45,650  
   Prepaid expenses & inventory            8,428                                                   (2,296) (8)        6,132  
                                    -------------   -------------   ---------     -------------  ---------        ---------  
      Current assets                     143,629    (25,466)                          34,756       (2,296)          150,623  
Property and equipment, net              540,742    (10,000) (3)                                 (164,402) (8)      366,340  
Other assets, net                         20,907                                       4,289 (7)   (4,959) (8)       20,237  
                                    ------------ -----------       ----------     ----------     ---------        -----------
Total assets                        $    705,278    (35,466)       $        -     $   39,045    $(171,657)        $ 537,200  
                                    ============ ==========        ==========     ==========     ==========       ===========

Current liabilities:                                                                                                         
   Accounts payable                 $     25,906 $        -        $        -     $        -     $      -         $  25,906  
   Accrued liabilities                    34,581       (115) (1)                        (705) (7)                    38,693  
                                                      7,843  (3)                                                             
                                                     (2,911) (4)                                                             
   Deferred revenue                       24,022                                                                     24,022  
                                    ------------ -----------       ----------     ----------     ----------       -----------
      Current liabilities                 84,509      4,817               -           (705)             -            88,621  

Long-term liabilities:                                                                                                       
   Bank debt                              84,574                                   (25,000) (7)                      59,574  
   Deferred revenue                      134,911                                                  (94,009) (8)       40,902  
   Capital lease obligations              50,902     47,738  (1)                                                     98,640  
   Convertible unsecured notes                                                      40,000  (7)                      40,000  
   Discount on convertible                                                                                                   
     unsecured notes                                                                (5,000) (7)                      (5,000) 
   Tenn debt                                                                        25,000  (7)                      25,000  
   Other debt                              1,526      9,037  (2)                                                     24,463  
                                                     13,900  (3)                                                             
                                    ------------ ----------       ----------     ----------      ----------        --------- 
      Long-term liabilities              271,913     70,675               -         35,000        (94,009)          283,579  

Liabilities subject to compromise:                                                                                           
   Unsecured Creditors                 2,282,490      1,531  (2) (2,487,186) (6)                                          -  
                                                    101,535  (3)                                                             
                                                    102,730  (4)                                                             
                                                     (1,100) (5)                                                             
   Capital lease obligations             175,792    (47,923) (1)                                                          -  
                                                    (28,050) (3)                                                             
                                                    (99,819) (4)                                                             
   Priority creditors                     20,126    (20,126) (2)                                        -                 -  
                                    ------------ ----------      ----------     ----------     ----------       -----------  
      Liabilities subject to                                                                                                 
        compromise                     2,478,408      8,778      (2,487,186)             -              -                 -  
                                    ------------ ----------      ----------     ----------     ----------      ------------  

Total liabilities                      2,834,830     84,270      (2,487,186)        34,295        (94,009)          372,200  

Preferred stock                        1,366,660                 (1,366,660) (6)                                          -  
Stockholders' equity - old            (3,496,212)   (10,736) (2)  3,693,846  (6)      (250) (7)   (77,648) (8)            -  
Stockholders' equity - new                         (109,000) (3)    160,000  (6)     5,000  (7)                     165,000  
                                    ------------ ----------      ----------     ----------     ----------      ------------  
Total liabilities and equity        $    705,278    (35,466)     $        -     $   39,045     $ (171,657)     $    537,200  
                                    ============ ==========      ==========     ==========     ===========     ============  

See Notes to Consolidated Pro Forma Balance Sheets                                                                           


Notes to Consolidated Projected Pro Forma Balance Sheets (Unaudited)      
(dollars in thousands)      

1)       Refinance $47,738 of capital leases and other debt paying $300 of      
accrued interest and principal.                               

2)       Settlement of estimated Administrative claims (i.e.,                   
  professionals) for $12,074 of cash and estimated Priority claims
(primarily tax claims) for $9,037 of debt and $377 of cash.   
Additionally, reclassify $9,181 of priority claims that will  
continue post bankruptcy (primarily accrued vacation).        

3)       Record the affirmation of executory contracts through the payment      
 of $11,615 of cash, return of $8,000 of value of equipment, and
   issuance of $13,900 of debt. Capital lease obligations of $18,250
   were rejected and $2,000 of equipment was returned. Additionally,
estimated damage claims of $109,000 on rejected executory     
contracts were recorded.                                      

4)       Reclassify $102,730 of claims (capital lease obligations and           
related accrued interest) in excess of the security interest. 

5)       Record settlement of convenience class claims of $1,100.               

6)       Discharge of pre petition unsecured debt for new equity and            
extinguishment of preferred stock and old equity pursuant to  
confirmation of a Plan of Reorganization.                     

7)       New funding from the issuance of a $25,000 senior subordinated         
  term loan, $40,000 of convertible unsecured notes and conversion
    rights associated with the convertible unsecured notes valued at a
current market value of $5,000, incurring $2,300 of fees and  
expense. The entire term loan is used to pay down the existing
bank debt. Additionally, $2,239 of expenses are incurred in   
refinancing the bank debt.                                    

8)       Fresh start accounting adjustments, to reflect the $160,000 equity     
value issued to existing unsecured creditors of ICG           
    Communications, Inc., adjusting the carrying value of property and
equipment, other assets and deferred revenue.                 

Projected Financial Information     

Introduction                                                                    
As a condition to confirmation of a plan of reorganization, the Bankruptcy      
Code requires, among other things, that the bankruptcy court determine that     
confirmation is not likely to be followed by the liquidation or the need        
for further financial reorganization of the debtor. In connection with the      
development of the Plan, and for purposes of determining whether the Plan       
satisfies this feasibility standard, the Debtors' management analyzed the       
ability of the Reorganized ICG to meet their obligations under the Plan         
with sufficient liquidity and capital resources to conduct their                
businesses. In that connection, the Debtors' management developed and           
prepared certain projections (the "Projections") of the Debtors' balance        
sheets, operating profits, cash flows and certain other items for the           
period from January 1, 2002 through December 31, 2005 (the "Projection          
Period").                                                                       

THE DEBTORS DO NOT, AS A MATTER OF COURSE, PUBLISH THEIR BUSINESS PLANS,        
BUDGETS OR STRATEGIES OR MAKE EXTERNAL PROJECTIONS OR FORECASTS OF THEIR        
ANTICIPATED FINANCIAL POSITION OR RESULTS OF OPERATIONS. ACCORDINGLY, THE       
DEBTORS (INCLUDING THE REORGANIZED ICG) DO NOT ANTICIPATE THAT THEY WILL,       
AND DISCLAIM ANY OBLIGATION TO, FURNISH UPDATED BUSINESS PLANS, BUDGETS OR      
PROJECTIONS TO HOLDERS OF CLAIMS OR INTERESTS PRIOR TO THE EFFECTIVE DATE       
OR TO STOCKHOLDERS OR DEBTHOLDERS AFTER THE EFFECTIVE DATE OR TO INCLUDE        
SUCH INFORMATION IN DOCUMENTS REQUIRED TO BE FILED WITH THE SEC, ANY CSA OR     
ANY STOCK EXCHANGE OR OTHERWISE MAKE SUCH INFORMATION PUBLICLY AVAILABLE.       

The Projections should be read in conjunction with the assumptions,             
qualifications and explanations set forth herein, as well as the Annual         
Report on form 10-K for the year ended December 31, 2000 and the quarterly      
report on form 10-Q for the quarter ended September 30, 2001 filed with the     
SEC.                                                                            

General Assumptions                                                             
The Projections are based upon numerous assumptions with respect to the         
anticipated future performance of the Reorganized ICG, industry                 
performance, general business and economic conditions and other matters,        
most of which are beyond the control of the Reorganized ICG. In addition,       
unanticipated events and circumstances may affect the actual financial          
results of the Reorganized ICG. THEREFORE, WHILE THE PROJECTIONS ARE            
NECESSARILY PRESENTED WITH NUMERICAL SPECIFICITY, THE ACTUAL RESULTS            
ACHIEVED THROUGHOUT THE PROJECTION PERIOD WILL VARY FROM THE PROJECTED          
RESULTS. THESE VARIATIONS MAY BE MATERIAL. ACCORDINGLY, NO REPRESENTATIONS      
CAN BE MADE OR IS MADE WITH RESPECT TO THE ACCURACY OF THE PROJECTIONS OR       
THE ABILITY OF REORGANIZED ICG TO ACHIEVE THE PROJECTED RESULTS. See            
Section VI for a discussion of certain factors that may affect the future       
financial performance of the Reorganized ICG and of the various risks           
associated with the securities of the Reorganized ICG.                          

The Projections have been prepared by the Debtors' management, and while        
they believe that the assumptions underlying the Projections for the            
Projection Period, when considered on an overall basis, are reasonable in       
light of current circumstances, no assurance can be given or is given that      
the Projections will be realized. The Projections were not prepared in          
accordance with standards for projections promulgated by the American           
Institute of Certified Public Accountants or with a view to compliance with     
published guidelines of the SEC regarding projections or forecasts. The         
Projections have not been audited or compiled by the Debtors' independent       
auditors. As indicated below, the business plan on which the Projections        
are based assumes, among other things, improvements in the Reorganized          
ICG's results of operations during fiscal year 2002 as compared to fiscal       
year 2001 and continued improvements during the remainder of the Projection     
Period.                                                                         

Holders of Claims and Interests must make their own determinations as to        
the reasonableness of such assumptions and the reliability of the               
projections in reaching their determinations of whether to accept or reject     
the Plan.                                                                       

Principal Assumptions                                                           
The Projections are based upon forecasts of operating results during the        
Projection Period. The following is a listing of the principal assumptions      
that were used to develop the Projections.                                      

1)       The Projections assume an Effective Date of April 30,
         2002. It is assumed that as of the Effective Date the
             equity value of the Reorganized ICG will be calculated in
      accordance with the formula set forth in the Plan.

    2)       The Projections assume the successful issuance of a $25MM
             senior subordinated secured term loan as of the Effective
       Date. In connection with the issuance of the senior
          subordinated secured term loan, the Projections assume
     the Debtor makes a $25MM principal payment on the
existing bank debt.                         

  3)       The Projections assume the successful issuance of $40MM
            of convertible unsecured notes as of the Effective Date.
          Proceeds from the convertible unsecured notes issuance
     are available to fund working capital and capital
          expenditures. The conversion rights of the convertible
         unsecured notes have a value of $5MM at the Effective
Date.                                       

  4)       It is assumed that no changes in the U.S. tax laws will
          occur that will adversely impact the Reorganized ICG's
            ability to utilize its net operating loss carryforwards.

In addition to the aforementioned assumptions, the Projections are based on     
numerous detailed operating and financial assumptions. The Projections          
assume the successful implementation of the Debtors' business plan. The         
descriptions below summarize the operating and financial information that       
management believes are significant and upon which the financial results of     
Reorganized ICG will depend during the Projection Period.                       

(a) Effective Date; Plan Terms. The Projections assume Confirmation of the      
Plan and that all transactions and settlement agreements contemplated by        
the Plan will be consummated by the Effective Date of April 30, 2002. DrKW      
has provided a range of the value of Reorganized ICG of $350MM to $500MM.       
The Projections have been prepared assuming a $413MM value of Reorganized       
ICG.                                                                            

(b) Balance Sheet. The Projected balance sheet data, reflects all               
Adjustments to Record Confirmation of the Plan (i.e., debt discharge and        
fresh-start accounting entries) as presented in the "Consolidated Projected     
Pro Forma Balance Sheets Giving Effect to the Plan of Reorganization"           
section. Projected balance sheet information is presented below for             
December 31, 2001 (pre Effective Date), April 30, 2002 (post Effective          
Date), and for December 31, 2002, 2003, 2004 and 2005.                          

Days sales outstanding, used to calculate changes to working capital from       
accounts receivable balances, is projected to remain at approximately 35        
days in each of the four years of the Projection Period. Days payable           
outstanding, used to calculate changes to working capital from accounts         
payable balances, is projected to be 37 in 2002 and 39 thereafter in the        
Projection Period. Depreciation rates are projected to remain constant at       
an overall rate of 16.7% per year. Depreciation expense incurred after the      
Effective Date is lower than depreciation expense incurred prior to the         
Effective Date as a result of fresh start accounting adjustments to             
property and equipment.                                                         

(c) Revenues. The Debtors generate revenues from primarily three product        
lines: Corporate Services, Dial-Up, and Point-to-Point Broadband. The           
Debtors also earn Reciprocal Compensation revenue based on Dial-Up services     
provided.                                                                       

(c) (1) Corporate Services. Net revenues (comprised of voice, DIA services      
and NikoNet) are projected at: $88.5MM; $135.7MM; $236.9MM; and $365.8MM        
for 2002 through 2005, respectively. Projected revenue increases result         
primarily from increased sales of DIA services to corporate customers and       
the addition of value-added services to the DIA service offering which are      
projected to become available during 2002 and 2003. DIA services leverage       
the Company's existing nationwide data infrastructure.                          

DIA gross new T1 unit sales are projected to grow from 745 in 2002 to 3,542     
in 2005, with T3 unit sales projected to grow from 75 in 2002 to 1,363 in       
2005. The Projections assume an average realized price decrease of between      
5% and 10% annually for 2003 through 2005 for each product (excluding           
value-added revenues and local loop charges). Gross margins for these           
services improve over the plan period primarily as a result of economies of     
scale and increased sales of value added services.                              

Voice revenues are projected at: $70.6MM; $70.4MM; $70.5MM; and $72.5MM         
during the four years beginning January 1, 2002, respectively. Voice            
revenues are virtually flat during the Projection Period, which reflects a      
shift in focus in new sales from voice services to DIA.                         

(c) (2) Dial-Up. Net revenues are projected at: $214.3MM; $280.8MM;             
$301.1MM; and $296.3MM from 2002 through 2005, respectively. The                
Projections reflect growth in Dial-Up revenues primarily as a result of         
increased user time online and industry consolidation. Increased time           
online per user requires ISPs to purchase more capacity from dial-up            
providers such as the Debtor.                                                   

During the Projection Period, the Company anticipates an increase in            
cumulative net Dial-Up ports from approximately 610,000 on January 1, 2002      
to approximately 1,420,000 on December 31, 2005. Pricing decreases and a        
shift over time from higher margin services to lower margin services are        
principally offset by assumed line cost decreases.                              

(c) (3) Point-to-Point Broadband. Net revenues are projected at: $132.9MM;      
$162.2MM; $189.5MM; and $228.0MM from 2002 through 2005, respectively.          
Revenues primarily consist of Special Access services but also include SS7      
and Switched Access services. The Projections assume that growth in data        
communications will drive growth in bandwidth demand within the local           
marketplace where the Company provides such services.                           

The projections include Special Access capital investments of: $24MM;           
$55MM; $40MM; and $50MM in years 2002 through 2005, respectively, all with      
an assumed 24 month payback on investment.                                      

SS7 revenues and Switched Access revenues are projected to be $16.3MM in        
2002 and $16.7MM in 2003 through 2005.                                          

(c) (4) Reciprocal Compensation. The revenue stream from Reciprocal             
Compensation is projected to be phased out during 2003 and 2004, in             
accordance with current FCC rulings and existing agreements. Net reciprocal     
compensation is projected at: $67.0MM; $44.1MM; and $12.0MM, from 2002          
through 2004, respectively. Projections are based on anticipated minutes of     
use and applicable contracted or FCC rates.                                     

(d) Operating Costs. Operating costs consist of line costs for leased           
facilities and other operating costs including operating facilities rent,       
systems maintenance and related personnel costs.                                

Line costs are projected to be: $167.3MM; $233.3MM; $290.1MM; and $350.0MM      
in years 2002 through 2005, respectively; or 33%; 37%; 39%; and 39% of          
revenue, respectively. Line costs expressed as a percent of revenue are         
projected to increase from 2002 to 2005 primarily due to the phase-out and      
eventual elimination of reciprocal compensation.                                

Other operating costs are projected to be: $131.5MM; $151.6MM; $165.6MM;        
and $174.6MM in years 2002 through 2005, respectively; or 26%; 24%; 22%;        
and 20% of revenue, respectively. Other operating costs as a percentage of      
revenue decline as the Debtor leverages its existing operating facilities       
and personnel. Employee compensation expenses included in operating costs       
are projected using the same methodologies discussed under the Selling,         
General, and Administration Expenses section presented below.                   

Overall gross margins resulting from the operating costs assumptions above      
are 41%, 38%, 38%, and 41% in years 2002 through 2005, respectively. Gross      
margins are projected to initially decline as reciprocal compensation is        
phased out, and are projected to subsequently increase as efficiencies in       
the Company's cost structure are realized.                                      

(e) Selling, General, and Administrative Expenses. SG&A expenses are            
projected to be: $108.9MM; $130.2MM; $152.2MM; and $175.4MM in years 2002       
through 2005, respectively; or 22%; 21%; 21% and 20% of revenue,                
respectively. Employee compensation expense projections are based upon          
average salaries and commissions (where applicable) by department, adjusted     
for normal raises, bonuses, and benefits. Headcount projections are based       
on estimated operational cost drivers specific to each department. Cost         
increases over the period are driven by inflation and company growth.           

(f) Capital Expenditures. Capital expenditures are projected to be:             
$98.2MM; $128.8MM; $116.7MM; and $167.5MM during years 2002 through 2005,       
respectively. Capital expenditures in fiscal 2002 include approximately         
$5MM of non-cash additions to fixed assets attributable to amounts prepaid      
in prior periods. A significant component of each year, as described above,     
is for investments in Special Access services. Other significant capital        
expenditures are projected for maintenance capital, system reliability, and     
investments in backbone equipment (particularly in 2004 and 2005 as the         
Debtor expands its network backbone facilities to accommodate projected         
growth in revenues). The expenditures are projected to provide adequate         
capacity by line of service through the projection period.                      

(g) Interest Expense. Subsequent to the Effective Date, and over the course     
of the Projection Period, Reorganized ICG is projected to incur interest        
expense on its existing capital lease obligations and the new debt              
facilities. The assumptions used to project interest expense and debt           
balances are as follows:                                                        

o    Capital lease obligations include long-term leases for certain fiber       
facilities and the headquarters building and are projected to total   
$98.6MM at the Effective Date. Interest expense is assumed to average 
14.8% per annum for fiber leases and 11.7% per annum for the building 
based on terms of agreements affirmed on the Effective Date.          

o    The bank debt is projected to have a principal balance of $59.6MM as       
of the Effective Date after a $25MM paydown from proceeds of the new  
senior subordinated secured term loan. Interest is assessed as a      
spread over LIBOR or the bank's prime rate and is assumed at 10% per  
annum in 2002 and 11% per annum thereafter, payable quarterly in      
arrears. The projections include $2.2MM of refinancing fees and       
expenses at the Effective Date. The principal balance of the loan is  
projected to begin amortizing in 2003 and will mature in 2005.        

o    The Debtor has projected the issuance of a $25MM senior subordinated       
secured term loan at the Effective Date. Interest is fixed and payable
quarterly at a rate of 14% per annum. The senior subordinated secured 
term loan matures in four years. In addition, warrants to purchase    
200,000 New Common shares of the Reorganized ICG will be issued in    
connection with the senior subordinated secured term loan. The        
warrants will have an exercise price equal to the reorganization value
assigned to the Debtor and will expire if unexercised, on the fifth   
anniversary of Effective Date. Fees and expenses of $0.8MM are        
projected to be incurred at the Effective Date.                       

o    The Debtor has projected the issuance of $40MM of convertible              
unsecured notes that are convertible into 2,250,000 New Common shares 
of the Reorganized ICG at the Effective Date. This effective          
conversion price (i.e. $17.78 per share) is 11.1% below the value of  
the New Common shares as of the Effective Date (i.e. $20.00 per share)
representing a $5MM value associated with the conversion rights.      
Interest accrues at the rate of 11% per annum compounded quarterly and
is paid in the form of additional convertible unsecured notes and     
conversion rights. Therefore, the 2,250,000 original conversion rights
and all future additional accrued conversion rights are all           
exercisable at $17.78 per share. The unsecured convertible notes and  
accrued interest, to the extent not converted, are due on the seventh 
anniversary of the Effective Date.                                    

The $5MM value of the initial conversion rights associated with the   
convertible unsecured notes has been established as a debt discount   
related to the convertible unsecured notes with a corresponding       
increase to paid in capital to reflect the impact of such beneficial  
conversion feature in the accompanying Consolidated Projected Balance 
Sheets. This amount is amortized to interest expense over the         
seven-year term of the notes.                                         

In future periods, the existence of the beneficial conversion feature 
as of the Effective Date of the Plan will have the effect of creating 
additional debt discount, such as described above, in future periods  
as interest on the convertible unsecured notes is accreted and paid in
the form of additional convertible unsecured notes and conversion     
rights.                                                               

o    Other debt as of the Effective Date consists primarily of notes issued     
to vendors and taxing authorities upon the Effective Date and are     
projected to have a principal balance totaling $24.5MM. Associated    
interest expense is projected at 7.0% to 10% per annum, payable       
monthly. The total principal balance is amortized over periods ranging
from two to six years.                                                

(h) Income Taxes. It is assumed that the tax operating losses and other         
attributes will be sufficient to offset any income tax liabilities incurred     
during the Projection Period. As such, there are no projected income tax        
liabilities.                                                                    

(i) Ability to Service Debt. Based on the projections and subject to the        
assumptions set forth the Debtors project the following debt service            
coverage ratios:                                                                

Eight       
Months        
Ended Dec.        
                         31, 2002      2003        2004       2005
------------------------------------------- ----------- ----------- ----------  

EBITDA/Interest Expense, net      4.1:1       4.0:1       4.2:1       5.8:1     
------------------------------------------- ----------- ----------- ----------  

Debt/EBITDA *                     2.2:1       2.2:1       1.8:1       1.3:1     
------------------------------------------- ----------- ----------- ----------  

 * Debt in the above Debt/EBITDA ratio excludes Deferred Revenue
 and is computed using average funding debt balances. The EBITDA
results for the eight months ended December 31, 2002 are      
annualized for purposes of these calculations.                

The Company is projected to have $98.8MM in cash on the Effective Date to       
fund the capital program, principal and interest obligations, and working       
capital requirements over the Projection period. The Company requires $30MM     
and $71MM of new debt financing in 2004 and 2005, respectively, to meet         
funding requirements and to refinance the bank debt due in 2005.                

There can be no assurances that the actual results achieved throughout the      
Projection Period will not vary from the Projections or that the new debt       
financing referred to above will be available. If actual results differ         
materially from the Projections or such funding is not available, funds         
will have to be derived from alternative sources, such as reduced               
discretionary capital expenditures and/or additional borrowing. See Section     
VI.                                                                             

(j) New Holdings Creditor Warrants. The Plan provides that holders of           
Allowed Claims in Class H-4 will also receive their pro rata share of the       
New Holdings Creditor Warrants, which are five-year warrants to purchase        
approximately 10% of the aggregate amount of the New Common Shares of the       
Reorganized ICG at a strike price equal to the pro rata reorganization          
value assigned to the Debtor. The Projections do not reflect the issuance       
of the New Holdings Creditor Warrants as that portion of Class H-4 claim        
holders that will support the Plan and therefore would be entitled to           
receive their pro rata share of the New Holdings Creditor Warrants cannot       
be currently predicted. If all of the Class H-4 claim holders support the       
Plan and warrants to purchase approximately 10% of the Reorganized ICG are      
issued, the value of the warrants, if any, would be charged to earnings as      
a reorganization expense on the confirmation date and additional paid in        
capital would be increased by the value of the warrants. The resulting net      
effect to stockholders' equity would be zero.                                   

ICG COMMUNICATIONS, INC.    

Consolidated Projected Balance Sheets     

Plan of Reorganization Projections    
(in thousands)    

                                                        [Enlarge/Download Table]


                                        Dec. 31,    April 30,                                December 31,                
                                      -----------------------------------------------------------------------------------
                                          2001         2002          2002          2003          2004           2005     
                                      -----------------------------------------------------------------------------------
Current assets:                                                                                                          
                                                                                                                         
   Cash and short-term investments        $146,590      $98,841       $88,492       $23,971        $9,619       $10,548  
   Accounts receivables, net                43,924       45,650        54,597        59,498        70,857        85,484  
   Prepaid expenses & Inventory             13,559        6,132         6,132         4,497         2,117         3,157  
                                      -----------------------------------------------------------------------------------
      Current assets                       204,073      150,623       149,221        87,966        82,593        99,189  
Property and equipment, net                531,187      366,340       386,790       433,469       447,506       488,995  
Other assets, net                           20,907       20,237        18,610        17,670        18,396        16,622  
                                      -----------------------------------------------------------------------------------
Total assets                              $756,167     $537,200      $554,621      $539,105      $548,495      $604,806  
                                      -----------------------------------------------------------------------------------

Current liabilities:                                                                                                     
   Accounts payable                        $40,945      $25,906       $34,422       $41,617       $46,013       $57,748  
   Accrued liabilities                      45,035       38,695        42,515        43,414        44,076        44,000  
   Deferred revenue                         24,022       24,022        24,022        24,022        24,022        24,022  
                                      -----------------------------------------------------------------------------------
      Current liabilities                  110,002       88,623       100,959       109,053       114,111       125,770  
Long-term liabilities:                                                                                                   
   Bank debt                                85,503       59,574        54,614        49,385        41,938             -  
   New debt                                      -            -             -             -        30,000       101,000  
   Deferred revenue                        138,511       40,902        33,702        22,902        12,102         1,302  
   Capital lease obligations                             98,640       100,752        95,530        89,485        82,521  
   Convertible unsecured notes                   -       40,000        43,001        47,930        53,424        59,547  
   Discount on convertible unsecured                     (5,000)       (4,524)       (3,810)       (3,095)       (2,381) 
   notes                                                                                                                 
   Senior subordinated term loan                 -       25,000        25,000        25,000        25,000        25,000  
   Other debt                                            24,461        18,743        12,013         6,578         1,700  
                                      -----------------------------------------------------------------------------------
Long-term liabilities:                     224,014      283,577       271,287       248,950       255,432       268,689  
                                      -----------------------------------------------------------------------------------
Liabilities subject to compromise        2,540,160                                                                       
                                      -----------------------------------------------------------------------------------
Total liabilities                        2,874,176      372,200       372,246       358,003       369,543       394,459  
Total stockholders' equity              (2,118,009)     165,000       182,375       181,102       178,952       210,347  
                                      -----------------------------------------------------------------------------------
Total liabilities and stockholders'       $756,167     $537,200      $554,621      $539,105      $548,495      $604,806  
      equity                                                                                                             
                                      -----------------------------------------------------------------------------------


ICG COMMUNICATIONS, INC.    

Projected Statements of Operations    

Plan of Reorganization Projections    
(in thousands)    

                                                        [Enlarge/Download Table]


                                                  Four                                                                           
                                                 Months        Eight                                                             
                                                 Ending       Months        Year                                                 
                                                April 30,   Ending Dec.   Ending Dec.          Years Ending December 31,         
                                                  2002        31, 2002     31, 2002        2003          2004          2005      
                                              -----------------------------------------------------------------------------------
                                                                                                                                 
Revenue                                           $150,926      $351,821     $502,747      $622,805      $739,618     $890,063   
Operating costs                                     94,182       204,631      298,813       384,882       455,741      524,567   
                                              -----------------------------------------------------------------------------------
Gross Profit                                        56,744       147,190      203,934       237,923       283,877      365,496   
Selling, general and administrative expenses        34,931        73,924      108,855       130,188       152,206      175,413   
                                              -----------------------------------------------------------------------------------
EBITDA                                              21,813        73,266       95,079       107,735       131,671      190,083   

Depreciation and amortization                       20,084        43,936       64,020        82,102       102,641      125,966   
Interest expense, net                                6,464        17,733       24,197        26,906        31,180       32,722   
Restructuring costs and other (income)              17,800        (5,778)      12,022             -             -            -   
  expenses                                                                                                                       
                                              -----------------------------------------------------------------------------------
Net income                                        ($22,535)      $17,375      ($5,160)      ($1,273)      ($2,150)     $31,395   
                                              -----------------------------------------------------------------------------------


ICG COMMUNICATIONS, INC.    

Projected Statements of Cash Flows    

Plan of Reorganization Projections    
(in thousands)    

                                                        [Enlarge/Download Table]


                                                 Four          Eight                                                            
                                                Months         Months          Year                                             
                                                Ending         Ending         Ending                                            
                                              April 30,       Dec. 31,       Dec. 31,             Years Ending December 31,     
                                                 2002           2002           2002          2003           2004         2005   
                                            ----------------------------------------------------------------------------------- 
Cash flow from operating activities:                                                                                            
                                                                                                                                
   EBITDA                                        $21,813        $73,266        $95,079       $107,735      $131,671    $190,083 
   Adjustments                                                                                                                  
      Deferred revenue recognition                (3,600)        (7,200)       (10,800)       (10,800)      (10,800)    (10,800)
      Change in working capital                  (43,724)         2,432        (41,292)         4,629        (3,731)     (2,975)
                                            ------------------------------------------------------------------------------------
         Net cash from operating activities      (25,511)        68,498         42,987        101,564       117,140     176,308 
Cash flow from investing activities:                                                                                            
   Capital expenditures                          (28,769)       (64,386)       (93,155)      (128,781)     (116,678)   (167,456)
   Proceeds from sale of PP&E & other              1,432          5,778          7,210              -             -           - 
     assets                                                                                                                     
                                            ------------------------------------------------------------------------------------
         Net cash from investing activities      (27,337)       (58,608)       (85,945)      (128,781)     (116,678)   (167,456)

Cash flow from financing activities:                                                                                            
   Proceeds from new financing                    65,000              -         65,000              -        30,000      71,000 
   Debt issuance costs                            (4,289)             -         (4,289)             -        (2,500)          - 
   Principal payments on LT debt & cap           (33,228)       (12,061)       (45,289)       (21,462)      (22,535)    (56,608)
     leases                                                                                                                     
   Interest payments, net                         (7,282)        (8,178)       (15,460)       (15,842)      (19,779)    (22,315)
   Restructuring costs                           (15,102)             -        (15,102)             -             -           - 
                                            ------------------------------------------------------------------------------------
         Net cash from financing activities        5,099        (20,239)       (15,140)       (37,304)      (14,814)     (7,923)

Net increase (decrease) in cash and              (47,749)       (10,349)       (58,098)       (64,521)      (14,352)        929 
  equivalents                                                                                                                   
Cash and equivalents, beginning of period        146,590         98,841        146,590         88,492        23,971       9,619 
                                            ------------------------------------------------------------------------------------
Cash and equivalents, end of period              $98,841        $88,492        $88,492        $23,971        $9,619     $10,548 


Note: Amounts presented above for the four months ending April 30, 2002         
reflects projected operating activity for the four month period ended April     
30, 2002 as well as the effects of the Pro Forma Adjustments to record          
confirmation of the Plan.