EMPLOYMENT AGREEMENT

          THIS EMPLOYMENT AGREEMENT ("Agreement") made as of the 22nd day of
April,  1997,  by and  between  ICG  Communications,  Inc.,  ("Employer"  or the
"Company") and Don Teague, ("Employee").

                                 R E C I T A L S
          WHEREAS,  Employer  desires to hire and employ  Employee as  Executive
     Vice  President,   General  Counsel  and  Secretary  of  Employer,   and/or
     Employer's  affiliate  and/or  subsidiary  corporation as Employer may from
     time-to-time decide, as provided herein; and

          WHEREAS,  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 Executive Vice
     President,   General   Counsel  and  Secretary  of  Employer.   During  his
     employment, Employee shall perform the duties and bear the responsibilities
     commensurate  with his  position  and as  directed  by the Chief  Executive
     Officer of the Company and shall  serve the Company  faithfully  and to the
     best of his ability.

          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  initially  be  One  Hundred  Ninety-Five   Thousand  Dollars
     ($195,000.00).  The base  salary  shall  be  reviewed  annually  and may be
     increased in amounts determined by the Board of Directors of the Company or
     the Compensation Committee of the Board.

          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  in an  exact  amount  to be  determined  by the  Board  of
     Directors of the Company or the Compensation Committee of the Board.

          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  
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<PAGE>
     (including  sick  leave  and  four  (4)  weeks  vacation  time) 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 with a Seven Hundred ($700.00) per month car allowance.

          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 the  Company's  Incentive  Stock Option Plan.  Employee will
     receive a grant of 50,000 stock  options upon  employment  with an exercise
     price equal to the closing price of the Company's common stock on April 22,
     1997 ($9 1/8 per share).  Employee will receive additional grants of 40,000
     stock options on or before April 22, 1998 and of not less than 10,000 stock
     options on or before April 22, 1999.

          3.7 The Company will pay Employee all relocation  expenses  associated
     with  Employee's  relocation  from Houston,  Texas to the Denver,  Colorado
     metropolitan  area.  Such expenses,  which shall be grossed up one time for
     taxes if applicable,  shall include,  without limitation,  moving temporary
     housing,  real estate  commissions on the sale of Employee's  current home,
     closing costs on the purchase of Employee's new home and any  out-of-pocket
     tuition termination costs related to Employee's children's private school.

          4.  Term.  The  initial  term of this  Agreement  shall be for two (2)
     years,  commencing on May 19, 1997 ("Term").  Upon  completion of the first
     twelve (12) months of the Term,  this  Agreement will  automatically  renew
     from  month-to-month  such that there  will  always be twelve  (12)  months
     remaining  in the Term,  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
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<PAGE>
     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  thirty  (30) days  after  Company  gives
     Employee 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.

          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  pay  Employee  a  Termination  Fee  equal  to
     Employee's  then  current  monthly  base  salary  for the  
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<PAGE>
     number of months remaining in the Term.

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  competitive
     access and  network  services  business,  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.

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
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<PAGE>
     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
     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 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.

          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 
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<PAGE>
     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 last known address of the recipient.

          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.
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<PAGE>
          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.

          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.

Don Teague

/s/Don Teague
--------------------------------------




ICG COMMUNICATIONS, INC.



By: /s/J. Shelby Bryan
______________________________________
         J. Shelby Bryan
Its:     President and Chief Executive Officer

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