ICG COMMUNICATIONS, INC.
                             9605 East Maroon Circle
                            Englewood, Colorado 80112


                                                              May 12, 1997


      Mr. Jay E. Ricks
      101 Wolfe Street
      Alexandria, Virginia 22314

                           Re:  Consulting Agreement

      Dear Jay:

                  This  letter  will  confirm  your  agreement  to  serve  as  a
      consultant to ICG Communications,  Inc., a Delaware  corporation  ("ICG"),
      for a period  of one year  following  your  retirement  from the  board of
      directors of ICG after the annual meeting of  stockholders  of ICG on June
      17, 1997.

                  You agree to serve as a  consultant  to ICG from June 17, 1997
      through June 17, 1998. You agree to render to ICG, as mutually agreed upon
      by you and ICG,  advisory or consultative  services and shall be available
      for such advise and counsel to the  management  and board of  directors of
      ICG at your and ICG's  mutual  convenience.  You shall not be  required to
      render services  hereunder at any location or for any specified  period of
      time or hours or to attend any meetings or conferences, except as shall be
      specifically requested by ICG and agreed upon by you.

                  In  consideration  of your consulting  services to be rendered
      under this agreement,  you shall receive a minimum cash fee of $10,000 and
      an option to purchase  20,000 shares of Common Stock,  $.01 par value,  of
      ICG,  which  options  shall vest and be priced on the same terms as if you
      had continued to serve as a director of ICG.

                  In  addition,  ICG  acknowledges  your  continuing  efforts on
      behalf of ICG through your ownership interest and management participation
      in Teleport  Transmission Holdings Inc. ("TTH"), a corporation which holds
      the  common  carrier   licenses  used  by  ICG's  teleports  and  wireless
      competitive access networks (the 
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<PAGE>
     "Licenses").  For so long as TTH continues to hold the Licenses,  ICG shall
     reimburse you for the actual reasonable documented costs you incur that are
     associated with your ownership and management involvement in TTH.
                
                 This  agreement  may be  terminated by you at any time. If the
      foregoing  reflects your  understanding,  please so acknowledge by signing
      this letter where indicated below.

                                                 Very truly yours,

                                                 ICG COMMUNICATIONS, INC.



                                                 By:/s/J. Shelby Bryan
                                                    _______________________
                                                    J. Shelby Bryan,
                                                    President and Chief
                                                    Executive Officer

      Acknowledged and agreed to this 12th day of May, 1997:

      /s/Jay E. Ricks
      --------------------------
      JAY E. RICKS

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