EXHIBIT 10.19

ICG COMMUNICATIONS, INC.        YEAR 2003 STOCK OPTION PLAN

SECTION 1

GENERAL
TERMS

1.1Purpose.    The ICG Communications, Inc. Year 2003 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
individual and corporate performance 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.

1.2Participation.    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.

1.3Operation, 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

2.1Grants 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

2.2Exercise 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 which is intended to be an ISO must equal at
least the Fair Market Value of the Stock on the date of grant.

2.3Vesting.    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.

2.4Payment of Option Exercise Price.    The payment of the Exercise Price of an Option granted under this Section 2 will
be subject to the following:



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2.5Settlement 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.

2.6Terms 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:



2.7Terms 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.



2.8Exercise 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:



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SECTION 3

OPERATION
AND ADMINISTRATION

3.1Effective Date.    The Plan will be effective as of February 28, 2003; 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.

3.2Term 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.

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3.3Shares Subject to Plan.    The shares of Stock for which Options may be granted under the Plan will be subject to the
following:



3.4General Restrictions.    Delivery of shares of Stock under the Plan will be subject to the following:



3.5Tax 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.

3.6Use 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.

3.7Dividends 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

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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.

3.8Transferability.    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.

3.9Form 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.

3.10Agreement 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.

3.11Action 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.

3.12Gender 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.

3.13Limitation of Implied Rights.



3.14Evidence.    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.

3.15Leaves 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.

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3.16Beneficiary 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.

3.17Binding 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.

3.18Liability and Indemnification.



3.19Governing 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

4.1Corporate 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

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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).

4.2Vesting 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.

4.3Change 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.



SECTION 5

COMMITTEE

5.1Administration.    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:



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5.2Powers of Committee.    The Committee's administration of the Plan will be subject to the following:



5.3Delegation 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.

5.4Information 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.

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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:



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