We propose a 3rd generation radio-based International Celestial Reference Frame (ICRF- 3) to improve upon the highly successful ICRF-2. Our goals are to improve the precision, spatial and frequency coverages relative to the ICRF-2 by 2018. This date is driven by the desire to create radio frames early enough to test the Gaia optical frame during its construction. Several specific actions are underway. A collaboration has been started to improve S/X-band precision of the 2000+ VLBA Calibrator Survey sources which are typically 5 times less precise than the rest of the ICRF-2. S/X-band southern precision improvements are planned from observations with southern antennas such as the AuScope and HartRAO, S. Africa. We seek to improve radio frequency coverage with X/Ka and K- band work. An X/Ka frame of 631 sources now has full sky coverage from the addition of a 2nd southern station in Argentina which should strengthen the southern hemisphere in general. A K-band collaboration has formed with similar coverage and southern precision goals. On the analysis front, special attention will be given to combination techniques both of VLBI catalogs and of multiple data types (e.g. VLBI+GPS). Finally, work is underway to identify and pinpoint sources bright enough in both radio and optical to allow for a robust frame tie between VLBI and Gaia optical frames.Read less <