<PAGE>

                                       -1-
                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT  AGREEMENT  ("Agreement") made this 14th day of August,
1996, by and between ICG Satellite Services,  Inc., a Colorado corporation whose
address is 9605 East Maroon Circle, Englewood, Colorado 80112 ("Employer" or the
"Company")  and  Douglas I. Falk,  an  individual  whose  address is 1301 Spring
Street, 27G, Seattle, Washington ("Employee").

                                 R E C I T A L S

         A.       Employer desires to hire and employ Employee as President of
                  Employer, as provided herein; and

         B.    Employee desires to be employed by Employer as provided herein.

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

     1.  Employment.  The Company agrees to employ  Employee and Employee hereby
agrees to be employed by the Company and/or such of its subsidiary and affiliate
corporations as determined by the Company,  on a full-time basis, for the period
and upon the terms and conditions hereinafter set forth.

     2.  Capacity  and  Duties.  Employee  shall be  employed  as  President  of
Employer. During his employment,  Employee shall perform the duties and bear the
responsibilities commensurate with his position and as directed by the Executive
Committee  and the Board of Directors of the Company and shall serve the Company
faithfully  and to the  best of his  ability.  In  addition,  Employee  shall be
appointed  to the  position of  Executive  Vice  President  -  Satellite  of the
Company's ultimate parent company, namely, ICG Communications,  Inc., a Delaware
corporation ("ICG").

     3. Compensation and Benefits.

     3.1 The Company  shall pay  Employee  during the Term of this  Agreement an
annual base  salary,  payable  semi-monthly  in arrears.  The annual base salary
shall be One Hundred Sixty Thousand Dollars ($160,000.00).

     3.2 In addition to his base salary,  the  Company,  during the Term of this
Agreement,  shall pay Employee a  performance  bonus for each fiscal year of the
Company after the end of the fiscal year, in an exact amount to be determined by
the Board of Directors  of the Company.  The fiscal 1996 bonus will be pro-rated
based upon the number of full months  worked  during the 1996 fiscal  year.  The
target bonus will be thirty-five percent (35%) of Employee's annual base salary.
This bonus may be adjusted,  including up to a maximum of seventy percent (70%),
based  upon  performance  and as  determined  by the Board of  Directors  of the
Company.
<PAGE>

     3.3 In addition to salary and bonus payments as provided  above,the Company
shall provide  Employee during the Term of this Agreement,  with the benefits of
such insurance plans,  hospitalization plans, stock plans,  retirement plans and
other employee  fringe benefits  (including sick leave,  four (4) weeks vacation
time and membership in the Metropolitan Club in Englewood) as shall be generally
provided to senior executive  officers of the Company and for which Employee may
be eligible under the terms and conditions thereof.

     3.4  Throughout  the Term of this  Agreement,  the  Company  shall  provide
Employee a monthly car allowance in the amount of $500.00.

     3.5  Throughout  the Term of this  Agreement,  the Company shall  reimburse
Employee  for all  reasonable  out-of-pocket  expenses  incurred  by Employee in
connection  with the  business of the Company and in  performance  of his duties
under  this  Agreement,  upon  presentation  to the  Company by  Employee  of an
itemized accounting of such expenses with reasonable supporting data.

     3.6 The Company  will provide to Employee  from time to time stock  options
under ICG's  Incentive  Stock Option  Plan.  Subject to the approval of the Plan
Committee,  which shall not be unreasonably  withheld,  Employee  initially will
have the option to purchase a total of Fifteen Thousand  (15,000) shares,  which
shares will vest as to twenty-five percent (25%) of the total on each twelve
(12)month  anniversary of the date of granting of the options.
The grant price willbe based upon the closing  price of the stock on the day
of  acceptance  of thisAgreement by Employee.
<PAGE>
     3.7 The Company will pay Employee all relocation  expenses  associated with
Employee's  relocation  from  Seattle,   Washington  to  the  Denver,   Colorado
metropolitan  area. Such expenses,  which shall be grossed up one time for taxes
if applicable, shall include, without limitation,  family house-hunting trips to
Denver,  moving,  temporary  housing,  real  estate  commissions  on the sale of
Employee's  current home (not to exceed 8%) and reasonable  closing costs on the
purchase of Employee's  new home.  In addition,  the Company will pay Employee a
one-time  relocation  allowance of  $40,000.00  to cover  incidentals  of moving
("Moving Allowance"). The Moving Allowance will not be grossed up for taxes.

     4. Term.  The  initial  term of this  Agreement  shall be for one (1) year,
commencing on August 14,  1996 ("Term") and shall  continue  thereafter  from
month to month,  unless and until  either  party shall give at least thirty (30)
days notice to the other of his or its  intention to terminate  this  Agreement.
The  applicable  provisions  of Sections  3.2, 6, 7, 8, 9 and 10 shall remain in
full force and effect as provided  and for the time  periods  specified  in such
Sections   notwithstanding   the  termination  of  this  Agreement;   all  other
obligations of either party to the other under this Agreement shall terminate at
the end of the Term.

     5. Termination.

     5.1 If Employee dies during the Term of this  Agreement,  the Company shall
pay his estate the  compensation  that would otherwise be payable to him for the
remaining term of this Agreement.

     5.2 If,  during the Term of this  Agreement,  Employee  is  prevented  from
performing  his duties by reason of illness or incapacity  for one hundred forty
(140) days in any one hundred eighty (180) day period, the Company may terminate
this  Agreement,  upon thirty (30) days prior notice  thereof to Employee or his
duly appointed legal representative.

     5.3  Pursuant to and  subject to the  provisions  of Section 4 hereof,  the
Company may terminate this Agreement upon at least thirty (30) days prior notice
to Employee upon the happening of any of the following events:

          5.3.1  The sale by the Company of substantially all of its assets to a
single purchaser or associated group of purchasers who are not affiliates of the
Company.

          5.3.2 The sale, exchange or other disposition in one transaction of
eighty percent (80%) or more of the outstanding  voting stock of the Company to
or with a person, firm or corporation not then an affiliate of the Company.

          5.3.3 The  merger or consolidation of the Company in a transaction not
involving an affiliate of the Company in which the  shareholders  of the Company
receive less than fifty percent (50%)of the outstanding  voting stock of the new
continuing corporation.

           5.3.4 A bona fide decision by the Company to terminate its business
and liquidate  its  assets  (but only if such  liquidation  is not part of a
plan to carry on the Company's  business through its  shareholders).

    For the purpose of this Agreement, the term "affiliate" means a person,
firm or corporation  that directly or indirectly,  through one or more
intermediaries,
controls, is controlled by, or is under common control with the Company.

     5.4  Pursuant to and  subject to the  provisions  of Section 4 hereof,  the
Company  may  terminate  this  Agreement  at any time for  gross  negligence  or
non-performance  by Employee of any material  duties as an executive  officer of
the  Company  which  continues  for a period of thirty  (30) days after  written
notice specifying such negligence or non-performance.

     5.5  The  Company  may  terminate  this  Agreement   immediately  upon  the
commission of any theft,  fraud,  embezzlement  or similar  crime  involving the
commission of any felony, or for a material breach of any obligation of covenant
created by or under this Agreement.

     5.6 Employee may terminate  this  Agreement  upon at least thirty (30) days
prior notice to the Company upon the happening of any of the events described in
subsection 5.3 above. 
<PAGE>

     5.7 If this  Agreement is terminated by the Company under  subsection  5.2,
5.3 or 5.4, or by Employee under  subsection 5.6 above,  during the Term hereof,
the Company  shall  continue  to pay  Employee's  monthly  base salary and shall
continue to provide Employee with insurance coverage as shall be in force on the
termination  date for a period  of  twelve  (12)  months  following  the date of
termination.

     6. Covenant Not to Compete.

     6.1 During the Term of this  Agreement  (or, if longer,  during the term of
Employee's  employment  with the  Company  or any of its  affiliates)  and for a
period of twelve (12) months after  termination of this Agreement (or, if later,
termination of Employee's employment with the Company or any of its affiliates),
Employee shall not, directly or indirectly,  own, manage,  operate,  control, be
employed by, or participate in the ownership,  management,  operation or control
of a business  that is engaged in the same  business as the  Company  within any
area or at any location  constituting,  during the term of Employee's employment
and/or at the time Employee's employment is terminated, a Relevant Area. For the
purposes of this Section 6,  including  all  subsections  of this Section 6, the
business in which the Company is engaged is that business  commonly known as the
satellite communications, maritime communications and VSAT businesses, and which
services  the  Company  provides,  whether or not the Company is  authorized  to
provide  and  actually  provides  such  services  during the term of  Employee's
employment  ("Services").  The "Relevant Area" shall be defined for the purposes
of this Agreement as any area located within, or within fifty (50) miles of, the
legal  boundaries  or limits of any city within which the Company or any parent,
subsidiary  or  affiliate  thereof is  providing  Services,  has  commenced  the
acquisition of any authorizations,  rights of way or facilities or has commenced
the  construction  of facilities for the purpose of providing  Services,  or the
Company has publicly  announced  or  privately  disclosed in writing to Employee
that it plans to provide Services.

     6.2 During the Term of this  Agreement  (or, if longer,  during the term of
Employee's  employment  with the  Company  or any of its  affiliates)  and for a
period of twelve (12) months after  termination of this Agreement (or, if later,
termination of Employee's employment with the Company or any of its affiliates),
Employee  shall not (i)  directly  or  indirectly  cause or attempt to cause any
employee  of the  Company  or any of its  affiliates  to leave the employ of the
Company  or any  affiliate,  (ii) in any way  interfere  with  the  relationship
between the Company and any employee or between an affiliate and any employee of
the affiliate,  (iii) directly or indirectly hire any employee of the Company or
any  affiliate  to work for any  organization  of which  Employee is an officer,
director, employee, consultant,  independent contractor or owner of an equity or
other  financial  interest,  or (iv)  interfere or attempt to interfere with any
transaction in which the Company or any of its  affiliates  was involved  during
the Term of this Agreement or Employee's employment, which ever is longer.

     6.3 Employee  agrees  that,  because of the nature and  sensitivity  of the
information to which he will be privy and because of the nature and national and
international  scope of the Company's  business,  the restrictions  contained in
this Section 6 are fair and reasonable.
<PAGE>

    7.Confidential Information.

     7.1 The relationship  between the Company and Employee is one of confidence
and trust.  This  relationship and the rights granted and duties imposed by this
Section  shall  continue  until a date ten (10) years  from the date  Employee's
employment is terminated.

     7.2  As  used  in  this  Agreement  (i)  "Confidential  Information"  means
information  disclosed  to or acquired by Employee  about the  Company's  plans,
products,  processes and services  including the Services and any Relevant Area,
including   information   relating   to   research,   development,   inventions,
manufacturing,  purchasing, accounting,  engineering,  marketing, merchandising,
selling,  pricing and tariffed or contractual terms, customer lists and prospect
lists or other market  information,  with respect to any of the  Company's  then
current  business  activities;  and  (ii)  "Inventions"  means  any  inventions,
discoveries,  concepts and ideas, whether patentable or not, including,  without
limitation,  processes,  methods,  formulas,  and techniques (as well as related
improvements  and  knowledge)  that are  based  on or  related  to  Confidential
Information,  that pertain in any manner to the Company's  then  currently  used
technology,  expertise  or business  and that are made or conceived by Employee,
either  solely or jointly  with  others,  and while  employed  by the Company or
within  six (6)  months  thereafter,  whether  or not made or  conceived  during
working  hours  or  with  the  use of the  Company's  facilities,  materials  or
personnel.

     7.3  Employee  agrees  that he  shall  at no time  during  the  term of his
employment  or at any time  thereafter  disclose any  Confidential  Information,
Inventions or component thereof to any person, firm or corporation to any extent
or for any reason or purpose or use any  Confidential  Information  or component
thereof for any purpose other than the conduct of the Company's business.

     7.4 Any Confidential  Information,  Invention or component  thereof that is
directly or  indirectly  originated,  developed  or  perfected  to any degree by
Employee  during the term of his  employment  by the Company shall be and remain
the sole  property  of the  Company  and shall be deemed  trade  secrets  of the
Company.

     7.5  Upon  termination  of  Employee's  employment  pursuant  to any of the
provisions  herein,  Employee or his legal  representative  shall deliver to the
Company  all  originals  and all  duplicates  and/or  copies  of all  documents,
records,  notebooks,  and similar  repositories  of or  containing  Confidential
Information or subject matter then in his possession, whether prepared by him or
not.

     7.6 Employee  agrees that the  covenants and  agreements  contained in this
Section 7 are fair and  reasonable  and that no waiver or  modification  of this
Section or any covenant or condition  set forth herein shall be valid unless set
forth in writing and duly  executed by the parties  hereto.  Employee  agrees to
execute  such  separate and further  confidentiality  agreements  embodying  and
enlarging  upon the  provisions of this Section 7 as the Company may  reasonably
request.
<PAGE>

     8. Injunctive Relief.  Upon a material breach or threatened material breach
by Employee of any of the provisions of Sections 6 and 7 of this Agreement,  the
Company  shall be  entitled  to an  injunction  restraining  Employee  from such
breach.  Nothing  herein  shall be  construed  as  prohibiting  the Company from
pursuing any other  remedies  for such breach or  threatened  breach,  including
recovery of damages from Employee.

     9. No Waiver.  A waiver by the Company of a breach of any provision of this
Agreement  by  Employee  shall not  operate or be  construed  as a waiver of any
subsequent or other breach by Employee.

    10. Severability.  It is the desire and intent of the parties that the
provisions of this Agreement shall be enforced to the fullest extent permissible
under  the  laws and  public  policies  applied  in each  jurisdiction  in which
enforcement is sought.  Accordingly,  if any particular  provision or portion of
this  Agreement  shall be  adjudicated  to be  invalid  or  unenforceable,  this
Agreement  shall  be  deemed  amended  to  delete  therefrom  the  portion  thus
adjudicated  to be invalid or  unenforceable,  such  deletion to apply only with
respect to the operation of such Section in the particular jurisdiction in which
such adjudication is made.

    11. Notices.  All  communications,  requests,  consents  and  other  notices
provided for in this Agreement  shall be in writing and shall be deemed given if
mailed by first  class  mail,  postage  prepaid,  certified  or  return  receipt
requested to the addresses set forth above, or last known address.

    12. Governing  Law.  This  Agreement  shall be governed by and construed and
enforced in accordance
with the laws of the State of Colorado.

    13. Assignment. The Company may assign its rights and obligations under this
Agreement  to any  affiliate  of the Company or,  subject to the  provisions  of
Section  5.5,  to any  acquirer  of  substantially  all of the  business  of the
Company,  and all covenants and agreements  hereunder shall inure to the benefit
of and be enforceable  by or against any such  assignee.  Neither this Agreement
nor any rights or duties hereunder may be assigned or delegated by Employee.

    14. Amendments.  No provision of this Agreement  shall be altered,  amended,
revoked or waived except by an  instrument  in writing,  signed by each party to
this Agreement.

    15. Binding  Effect.  Except as otherwise  provided  herein,  this Agreement
shall be binding  upon and shall inure to the benefit of the parties  hereto and
their respective legal representatives, heirs, successors and assigns.

    16. Execution in Counterparts.  This Agreement may be executed in any number
of  counterparts,  each of which shall be deemed an  original,  but all of which
together shall constitute one and the same instrument.
<PAGE>


    17. Entire Agreement.  This Agreement  sets forth the entire  agreement and
understanding of the parties and supersedes all prior understandings, agreements
or  representations  by or between the parties,  whether written or oral,  which
relate in any way to the subject matter hereof.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.


DOUGLAS I. FALK


/s/Douglas I.Falk
--------------------------------------
ICG SATELLITE SERVICES, INC.



By:  /s/John D. Field
     ----------------------------------
Its: Vice President and Director
     ----------------------------------
AGREED AS TO SECTIONS 2 AND 3.6:
ICG COMMUNICATIONS, INC.



By:  /s/John D. Field
     -----------------------------------
Its: Executive Vice President and Secretary
     -----------------------------------