ICG COMMUNICATIONS INC /DE/
EXHIBITS 10.3
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>EXHIBITS 10.3
<TEXT>


                        AMENDMENT TO EMPLOYMENT AGREEMENT

      THIS AMENDMENT TO EMPLOYMENT  AGREEMENT  ("Agreement") is made as of the
10th day of May, 2000 by and between ICG Communications,  Inc.  ("Employer" or
the "Company") and Cindy Z. Schonhaut ("Employee").


                                    RECITALS

      WHEREAS,  the Company and  Employee  previously  entered into that certain
Employment Agreement dated as of February 1, 2000 ("Employment Agreement");

      WHEREAS, the parties desire to amend certain of the terms of the
Employment Agreement;

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

1.   Section  3.1.  Section  3.1 shall be amended to delete  Section  3.1 in its
     entirety and insert the following in its place:

      The Company shall pay Employee during the Term of this Agreement an annual
      base salary,  payable bi-weekly.  The annual base salary will initially be
      Two Hundred Sixty Thousand and no/100 Dollars ($260,000.00).

2.   Section 3.2.  The last  sentence of Section 3.2 shall be amended to read as
     follows:  "Employee's  annual  bonus is  established  at 60% of annual base
     salary if all objectives and goals are met."

3.   Section 4. The first two sentences of Section 4 shall be amended to read as
     follows:  "The  initial  term of this  Agreement  will be for two (2) years
     commencing  as of the date  hereof  ("Term").  From the date  hereof,  this
     Agreement will automatically renew from month-to-month such that there will
     always be two (2) years  remaining  in the Term,  unless  and until  either
     party shall give at least sixty (60) days notice to the other of her or its
     desire to terminate the  Agreement  (in such case,  the Term shall end upon
     the date indicated in such notice)."

4.   Section 5.3.  Section 5.3 is hereby  amended to add a penultimate  sentence
     which shall read as follows:  "At the time of the occurrence of a Change of
     Control  all  options  to  purchase  shares of the  Company  that have been
     granted to Employee  pursuant to the Company's Stock Option Plans,  but not
     yet  vested,  will  immediately  vest and  Employee  shall be  entitled  to
     exercise such options in accordance with the plans and agreements  relating
     to such options."

<PAGE>

5.   Section  5.6.  Section  5.6 shall be amended to delete  Section  5.6 in its
     entirety and insert the following in its place:

     If this  Agreement is  terminated by the Company under Section 4 or Section
     5.3, the Company shall pay Employee a termination fee in an amount equal to
     two (2) times the  aggregate  amount of her  annual  base  salary  plus her
     targeted   annual   bonus  plus  the  annual  value  of  her  benefits  and
     perquisites. Such termination fee will be paid in a lump sum within fifteen
     (15) days from the date of termination.  If this Agreement is terminated by
     Employee under Section 5.4, the Company will pay Employee a termination fee
     equal to one (1) times the aggregate  amount of her annual base salary plus
     her  targeted  annual  bonus  plus the  annual  value of her  benefits  and
     perquisites. Such termination fee will be paid in a lump sum within fifteen
     (15)  days  from the  date of  termination.  In  addition,  if the  Company
     terminates  this  Agreement  under  Section 4 or Employee  terminates  this
     Agreement  under Section 5.3 or Section 5.4, all options to purchase shares
     of the Company and/or stock awards that have been granted to Employee,  but
     not yet  vested,  will  immediately  vest on the  date of  termination  and
     Employee  will be entitled to exercise all options held by the Employee for
     a period of six (6) months after the date of termination in accordance with
     the plans and agreements relating to such options.

6.   Section 5.7. A new Section 5.7 shall be added which shall read as follows:

     The Company  shall be  responsible  for any  gross-up  payment  required to
     off-set  any  excise  taxes  placed on  Employee  if any  payments  made to
     Employee under this Section 5 are considered  "parachute  payments"  within
     the meaning of Section 280g of the Internal Revenue Code.

7.   Other  Terms  and  Conditions.  All  other  terms  and  conditions  of  the
     Employment  Agreement  shall  remain in full force and effect,  as if fully
     stated herein.

8.   Capitalized  Terms.  Capitalized  and  defined  terms  shall  have the same
     meaning  as that  accorded  them in the  Employment  Agreement,  unless the
     context requires otherwise.

9.   Conflict.  If there are any  conflicting  terms or  conditions  between the
     terms and  conditions of this Amendment and the terms and conditions of the
     Employment  Agreement,  the terms and  conditions  of the  Amendment  shall
     control.

<PAGE>

      IN WITNESS  WHEREOF,  each of the parties  hereto has duly  executed  this
Amendment as of the date first written above.

                                    ICG COMMUNICATIONS, INC.



                                          /s/ William S. Beans, Jr.
                                          -------------------------
                                    Name:     William S. Beans, Jr.
                                          -------------------------
                                    Title:    President & COO
                                          -------------------------


                                              /s/ Cindy Z. Schonhaut
                                            ------------------------
                                               Cindy Z. Schonhaut



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</DOCUMENT>
