<PAGE>
                                       
                                    BY-LAWS

                                       OF

                          Synergy Telemanagement, Inc.
                               ("The Corporation")

                         *       *      *      *      * 

                                TABLE OF CONTENTS


ARTICLE I.     OFFICES

      1.  Principal Office
      2.  Other Offices


ARTICLE II.    MEETINGS OF SHAREHOLDERS 

      1.  Place of Meetings
      2.  Annual Meetings
      3.  List of Shareholders
      4.  Special Meetings
      5.  Notice
      6.  Quorum
      7.  Majority Vote
      8.  Voting Procedure
      9.  Action Without Meeting; Telephone Meeting


ARTICLE III.   DIRECTORS

      1.  Management
      2.  Number; Election
      3.  Change in Number
      4.  Removal and Vacancies
      5.  Election of Directors
      6.  Place of Meetings
      7.  First Meetings
      8.  Regular Meetings
      9.  Special Meetings
     10.  Quorum
     11.  Action Without Meeting; Telephone Meeting
     12.  Chairman of the Board
     13.  Compensation
     14.  Executive Committee
     15.  Other Committees


ARTICLE IV.    NOTICES

      1.  Method
      2.  Waiver

<PAGE>

     ARTICLE V.     OFFICERS


      1.  Officers
      2.  Election
      3.  Compensation
      4.  Removal and Vacancies
      5.  President
      6.  Vice President
      7.  Secretary
      8.  Assistant Secretaries
      9.  Treasurer
     10.  Assistant Treasurers



ARTICLE VI.    CERTIFICATES REPRESENTING SHARES

      1.  Certificates
      2.  Lost Certificates
      3.  Transfer of Shares
      4.  Registered Shareholders


ARTICLE VII.   GENERAL PROVISIONS

      1.  Dividends
      2.  Reserves
      3.  Checks
      4.  Fiscal Year
      5.  Seal
      6.  Indemnification
      7.  Transactions With Directors and Officers
      8.  Amendments
      9.  Table of Contents; Headings

<PAGE>
                                       
                                    BY-LAWS

                                       OF

                          Synergy Telemanagement, Inc.
                               ("The Corporation")

                        *       *      *       *       *

                                   ARTICLE 1.
                                       
                                    OFFICES

     Section 1.  PRINCIPAL OFFICE.  The principal business office of the 
Corporation shall be at 14565 Tamerisk, Flower Mound, Texas 75234.

     Section 2.  OTHER OFFICES.  The corporation may also have offices at 
such other places, both within and without the State of Texas, as a Board of 
Directors may from time to time determine or the business of the Corporation 
may require.
                                       

                                  ARTICLE II.

                           MEETINGS OF SHAREHOLDERS

     Section   1.  PLACE OF MEETINGS. Meetings of shareholders for all 
purposes may be held at such time and place, within or without the State of 
Texas, as shall be stated in the notice of the meeting or in a duly executed 
waiver of notice thereof.  Provided however, that no meeting of shareholders 
shall be held at any place outside of Dallas County Texas unless all 
shareholders agree to the place and time in writing before the meeting is 
held.

     Section 2.  ANNUAL MEETING.  An annual meeting of the shareholders, 
commencing with the year 1992, shall be held on the first monday in February 
of each year; but if such date shall fall on a legal holiday, then on the 
next regular business day following, at 10:00 a.m., at which they shall elect 
a Board of Directors, and transact such other business as may properly be 
brought before the meeting.

     Section 3.  LIST OF SHAREHOLDERS.  At least ten (10) days before each 
meeting of the shareholders, a complete list of the shareholders entitled to 
vote at said meeting, arranged in alphabetic order with the address of and 
the number of voting shares held by each, shall be prepared by the officer or 
agent having charge of the stock transfer books.  Such list, for a period of 
ten (10) days prior to such meeting, shall be subject to inspection by any 
shareholder at any time during usual business hours.  Such list shall be 
produced and kept open at 

<PAGE>

the time and place of the meeting during the whole time thereof, and shall be 
subject to the inspection of any shareholder who may be present.

     Section 4.  SPECIAL MEETINGS.  Special meetings of the shareholders, for 
any purpose or purposes, unless otherwise prescribed by statute or by the 
Articles of Incorporation, or by these By-Laws, may be called by the 
President, the Board of Directors, or the holders of not less than fifty 
percent (50%) of all shares entitled to vote at the meetings shall be 
confined to the purposes stated in the notice of the meeting.

     Section 5.  NOTICE.  Written or printed notice stating the place, day 
and hour of the meeting, and in case of a special meeting, the purpose or 
purposes for which the meeting is called, shall be delivered not less than 
(10) nor more than fifty (50) days before the date of the meeting, either 
personally or by mail, by or at the direction of the President, the 
Secretary, or the officer or person calling the meeting, to each shareholder 
of record entitled to vote at the meeting.

     Section 6.  QUORUM.  The holders of a majority of the shares issued and 
outstanding and entitled to vote thereat, present in person or represented by 
proxy, shall be requisite and shall constitute a quorum at all meetings of 
the shareholders for the transaction of business except as otherwise provided 
by statute, by the Articles of Incorporation or by these By-Laws.  If, 
however, such quorum shall not be present or represented at any meeting of 
the shareholders, the shareholders entitled to vote thereat, present in 
person or represented by proxy, shall have the power to adjourn the meeting, 
until a quorum shall be present or represented. At such adjourned meeting at 
which a quorum shall be present or represented, any business may be 
transacted which might have been transacted at the meeting as originally 
notified.

     Section 7.  MAJORITY VOTE.  When a quorum is present at any meeting, the 
vote of the holders of a majority of the shares having voting power present 
in person or represented by proxy shall decide any question brought before 
such meeting, unless the question is one upon which by statute or by the 
Articles of Incorporation or these By-Laws, a different vote is required, in 
which case such express provision shall govern and control the decision of 
such question.

     Section 8.  VOTING PROCEDURE.  Each outstanding share, regardless of 
class, shall be entitled to one vote on each matter submitted to a vote at a 
meeting of shareholders, except to the extent that the voting rights of the 
shares of any class or classes are limited or denied by the Articles of 
Incorporation.  At any meeting of the shareholders, every shareholder having 
the right to vote shall be entitled to vote in person, by proxy appointed by 
an instrument in 

<PAGE>

writing subscribed by such shareholder, or by his duly authorized 
attorney-in-fact, and bearing a date not more than eleven (11) months prior 
to said meeting, unless said instrument provides for a longer period.  Each 
proxy shall be revocable unless expressly provided therein to by irrevocable 
and unless otherwise made irrevocable by law.  Such proxy shall be filed with 
the Secretary of the Corporation prior to or at the time of the meeting.  The 
Board of Directors may fix in advance a record date to be not less than ten 
(10) nor more then fifty (50) days prior to such meeting.  In the absence of 
any action by the Board of Directors, the date upon which the notice of the 
meeting is mailed shall be the record date.

     Section 9. ACTION WITHOUT MEETING; TELEPHONE MEETINGS.  Any action 
required or permitted to be taken at a meeting of the shareholders of the 
Corporation may be taken without a meeting if a consent in writing, setting 
forth the action so taken, shall be signed by all of the shareholders 
entitled to vote with respect to the subject matter thereof, and such consent 
shall have the same force and effect as a unanimous vote of the shareholders. 
Subject to applicable notice provisions and unless otherwise restricted by 
the Articles of Incorporation, shareholders may participate in and hold a 
meeting by means of conference telephone or similar communications equipment 
by means of which all persons participating in the meeting can hear each 
other, and participation in such meeting shall constitute presence in person 
at such meeting, except where a person's participation is for the express 
purpose of objecting to the transaction of any business on the ground that 
the meeting is not lawfully called or convened.
                                       

                                  ARTICLE III.

                                   DIRECTORS

     Section 1.  MANAGEMENT.  The business and affairs of the Corporation 
shall be managed by its Board of Directors who may exercise all such powers 
of the Corporation and do all such lawful acts and things as are not by 
statute or by the Articles of Incorporation or by these By-Laws, directed or 
required to be exercised or done by the shareholders.  The Board of Directors 
shall keep regular minutes of its proceedings.

     Section 2.  NUMBER; ELECTION.  The Board of Directors shall consist of 
Three (3) director(s), who need not be shareholder(s) or resident(s) of the 
State of Texas.  The Directors shall be elected at the annual meeting of the 
shareholders, except as hereinafter provided, and each Director elected shall 
hold office until his successor shall be elected and shall qualify.

<PAGE>

     Section 3.  CHANGE IN NUMBER.  The number of Directors may be increased 
or decreased from time to time by amendment to these By-Laws but no decrease 
shall have the effect of shortening the term of any incumbent Director.  Any 
Directorship to be filled by reason of an increase in the number of Directors 
shall be filled by election at an annual meeting or at a special meeting of 
shareholders called for that purpose.

     Section 4.  REMOVAL AND VACANCIES.  Any Director may be removed either 
for or without cause, at any annual or special meeting of shareholders by the 
affirmative vote of a majority in number of shares of the shareholders 
present in person or by proxy at such meeting and entitled to vote for the 
election of such Director, if notice of the intention to act upon such matter 
shall have been given in the notice calling such meetings.  If any vacancies 
occur in the Board of Directors caused by death, resignation, retirement, 
disqualification or removal from office of any Director or otherwise, a 
majority of the Directors then in office, though less than a quorum, may 
choose a successor or successors, or a successor or successors may be chosen 
at a special meeting of the shareholders called for that purpose; and each 
successor Director so chosen shall be elected for the unexpired term of this 
predecessor in office.

     Section 5.  ELECTION OF DIRECTORS.  At every election of Directors, each 
shareholder shall have the right to vote in person or by proxy in the number 
of voting shares owned by him for as many persons as there are Directors to 
be elected and for whose election he has a right to vote.  Cumulative voting 
shall be prohibited.

     Section 6.  PLACE OF MEETINGS.  The Directors of the Corporation may 
hold their meetings, both regular and special, either within or without the 
State of Texas. Provided however, that no meeting of Directors shall be held 
at any place outside of Dallas County, Texas unless all shareholders agree to 
the place and time in writing before the meeting is held.

     Section 7.  FIRST MEETINGS.  The first meeting of each newly elected 
Board shall be held without further notice immediately following the annual 
meeting of shareholders; and at the same place, unless by unanimous consent 
of the Directors then elected and serving, such time or place shall be 
changed.

     Section 8.  REGULAR MEETINGS.  Regular meetings of the Board of 
Directors may be held without notice at such time and place as shall from 
time to time be determined by the Board.

     Section 9.  SPECIAL MEETINGS.  Special meetings of the Board of 
Directors may be called by the President on three 

<PAGE>

(3) days notice to each Director, either personally or by mail or by 
telegram.  Special meetings may be called in like manner and on like notice 
on the written request of a majority of the Directors.  Except as may be 
otherwise expressly provided by statute, or by the Articles of Incorporation, 
or by these By-Laws, neither the business to be transacted at, nor the 
purpose of, any special meeting need be specified in a notice or waiver of 
notice.

     Section 10.  QUORUM.  At all meetings of the Board of Directors, the 
presence of a majority of the directors shall be necessary and sufficient to 
constitute a quorum for the transaction of business, and the act of a 
majority of the Directors present at any meeting at which there is a quorum 
shall be the act of the Board of Directors, except as may be otherwise 
specifically provided by statute, or by the Articles of Incorporation or by 
these By-Laws.  If a quorum shall not be present at any meeting of Directors, 
the Directors present thereat may adjourn the meeting from time to time, 
without notice other than announcement at the meeting, until a quorum shall 
be present.

     Section 11.  ACTION WITHOUT MEETING; TELEPHONE MEETINGS. Any action 
required or permitted to be taken at a meeting of the Board of Directors or 
members of any committee designated by the Board, may be taken without a 
meeting if a consent in writing, setting forth the action so taken, is signed 
by all of the members of the Board of Directors or committee, as the case may 
be.  Such consent shall have the same force and effect as a unanimous vote at 
the meeting.  Subject to applicable notice provisions and unless otherwise 
restricted by the Articles of Incorporation, members may participate in and 
hold a meeting by means of conference telephone or similar communications 
equipment by means of which all persons participating in the meeting can hear 
each other, and participation in such meeting shall constitute presence in 
person at such meeting, except where a person's participation is for the 
express purpose of objecting to the transaction of any business on the ground 
that the meeting is not lawfully called or convened.

     Section 12.  CHAIRMAN OF THE BOARD.  The Board of Directors may elect a 
chairman of the Board to preside at their meetings and perform such other 
duties as the Board may from time to time assign to him.

     Section 13.  COMPENSATION.  Directors, as such, shall not receive any 
stated salary for their services, but, by resolution of the Board a fixed sum 
and expenses of attendance, if any, may be allowed for attendance at each 
regular or special meeting of the Board; provided that nothing herein 
contained shall be construed to preclude any Director from serving the 
Corporation in any other capacity and receiving compensation therefor.  
Members of any 

<PAGE>

committee designated by the Board may, by resolution of the Board of 
Directors, be allowed like compensation for attending committee meetings.

     Section 14. EXECUTIVE COMMITTEE.   The Board of Directors may, by 
resolution adopted by a majority of the whole Board, designate an Executive 
Committee, to consist of two or more of the Directors of the Corporation.  
The Executive Committee, to the extent provided in said resolution, shall 
have and may exercise all of the authority of the Board of Directors in the 
management of the business and affairs of the Corporation, except where 
action of the full Board of Directors is required by statute, or by the 
Articles of Incorporation, and shall have power to authorize the seal of the 
Corporation to be affixed to all papers which may require it.  Any member of 
the Executive Committee may be removed by the Board of Directors by the 
affirmative vote of a majority of the Board, whenever in its judgment the 
best interests of the Corporation will be served thereby.  The Executive 
Committee shall keep regular minutes of its proceedings and report the same 
to the Board when required.

     Section 15.  OTHER COMMITTEES.  The Board of Directors may, by 
resolution adopted by a majority of the whole Board, may designate other 
committees, other than an Executive Committee, to the extent provided in such 
resolution.
                                       

                                  ARTICLE IV.

                                    NOTICES

     Section 1.  METHOD.  Whenever by statutes, the Articles of 
Incorporation, or these By-Laws, notice is required to be given to any 
Director or shareholder, and no provision is made as to how such notice shall 
be given, it shall not be construed to mean personal notice, but any such 
notice may be given in writing, by mail, postage prepaid, addressed to such 
Director or shareholder at such address as appears on the books of the 
Corporation or in any other method permitted by law.  Any notice required or 
permitted to be given by mail shall be deemed to be given at the time when 
the same shall be thus deposited in the United States mails as aforesaid.

     Section 2.  WAIVER.  Whenever any notice is required to be given to any 
shareholder or Director of the Corporation by statute, the Articles of 
Incorporation, or these By-Laws, a waiver thereof in writing signed by the 
person or persons entitled to such notice, whether before or after the time 
stated in such notice, shall be deemed equivalent to the giving of such 
notice. Attendance of a shareholder or director at a meeting shall constitute 
a waiver of notice of such meeting, except where a shareholder or director 
attends for the express purpose of objecting to the transaction of 


<PAGE>

any business on the ground that the meeting is not lawfully called or 
convened.  Consent in writing by a shareholder or director to any action 
taken or resolution adopted by the shareholders or directors of the 
Corporation shall constitute a waiver of any and all notices required to be 
given in connection with such action or resolution.


                                      ARTICLE V.

                                       OFFICERS

     Section 1.  OFFICERS.  The officers of the Corporation shall be elected 
by the Directors and shall be a President, a Vice President, a Secretary, and 
a Treasurer.  The Board of Directors May also choose a Chairman of the Board, 
additional Vice Presidents and one or more Assistant Secretaries and 
Assistant Treasurers.  Any two or more offices such as President and 
Secretary may be held by the same person.

     Section 2.  ELECTION.  The Board of Directors at its first meeting after 
each annual meeting of shareholders shall choose a President, one or more 
Vice Presidents, a Secretary, and a Treasurer, none of whom need be a member 
of the Board, a shareholder or a resident of the State of Texas.  The Board 
of Directors may appoint such other officers and agents as it shall deem 
necessary, who shall be appointed for such terms and shall exercise such 
powers and perform such duties as shall be determined from time to time by 
the Board.

     Section 3.  COMPENSATION.  The compensation of all officers and agents 
of the Corporation shall be fixed by the Board of Directors.

     Section 4.  REMOVAL AND VACANCIES.  Each officer of the corporation 
shall hold office until his successor is chosen and qualified in his stead or 
until his death or until his resignation or removal from office.  Any officer 
or agent elected or appointed by the Board of Directors may be removed either 
for or without cause by a majority of the Board members represented at a 
meeting of the Board at which a quorum is represented, whenever in its 
judgment the best interests of the corporation will be served thereby, but 
such removal shall be without prejudice to the contract rights, if any, of 
the person so removed.  If the office of any officer becomes vacant for any 
reason, the vacancy may be filled by the Board of Directors.

     Section 5.  PRESIDENT.  The President shall be the chief executive officer
of the corporation; he shall preside at all meetings of the shareholders and the
Board of Directors unless the Board shall choose to elect a chairman of the
Board, in which event the President shall preside at Board meetings in the
absence of the Board Chairman.  The President shall have general and active
management of the


<PAGE>

orders and resolutions of the Board and shall be responsible to see that such 
orders and resolutions are carried into effect, as the Directors shall 
prescribe.

     Section 6.  VICE PRESIDENT.  Each Vice President shall have only such 
powers and perform only such duties as the Board of Directors may from time 
to time prescribe or as the President may from time to time delegate to him.

     Section 7.  SECRETARY.  The Secretary shall attend all sessions of the 
Board of Directors and all meetings of the shareholders and record all votes 
and the minutes of all proceedings in a book to be kept for that purpose and 
shall perform like duties for the Executive Committee when required.  He 
shall give, or cause to be given, notice of all meetings of the shareholders 
and special meetings of the Board of Directors, and shall perform such other 
duties as may be prescribed by the Board of Directors or President, under 
whose supervision he shall be.  He shall keep in safe custody the seal of the 
corporation and, when authorized by the Board, affix the same to any 
instrument requiring it, and, when so affixed, it shall be attested by his 
signature or by the signature of the Treasurer or an Assistant Secretary.

     Section 8.  ASSISTANT SECRETARIES.  Each Assistant Secretary shall 
have only such powers and perform only such duties as the Board of Directors 
may from time to time prescribe or as the President may from time to time 
delegate.

     Section 9.  TREASURER.  The Treasurer shall have the custody of the 
corporate funds and securities and shall keep full and accurate accounts of 
receipts and disbursements of the corporation and shall deposit all monies 
and other valuable effects in the name and to the credit of the corporation 
in such depositories as may be designated by the Board of Directors. He shall 
disburse the funds of the corporation as may be ordered by the Board of 
Directors, taking proper vouchers for such disbursements, and shall render to 
the President and Directors, at the regular meetings of the Board, or 
whenever they may require it, an account of all his transactions as Treasurer 
and of the financial condition of the corporation, and shall perform such 
other duties as the Board of Directors may prescribe. If required by the 
Board of Directors, he shall give the corporation a bond in such form, in 
such sum, and with surety or sureties as shall be satisfactory to the Board 
for the faithful performance of the duties of his office and for the 
restoration to the corporation, in case of his death, resignation, retirement 
or removal from office, of all books, papers, vouchers, money, and other 
property of whatever kind in his possession or under his control belonging to 
the corporation.

<PAGE>

     Section 10.  ASSISTANT TREASURERS.  Each Assistant Treasurer shall have 
only such powers and perform only such duties as the Board of Directors may 
from time to time prescribe.


                                     ARTICLE VI.

                           CERTIFICATES REPRESENTING SHARES

     Section 1.  CERTIFICATES.  Certificates in such form as may be 
determined by the Board of Directors shall be delivered representing all 
shares to which shareholders are entitled.  Such certificates shall be 
consecutively numbered and shall be entered in the books of the corporation 
as they are issued.  Each certificate shall state on the face thereof the 
holder's name, the number and class of shares, and the par value of such 
shares or a statement that shares are without par value.  They shall be 
signed by the President or a Vice President and Secretary or an Assistant 
Secretary and may be sealed with the seal of the corporation or a facsimile 
thereof.  If any certificate is countersigned by a transfer agent, or an 
assistant transfer agent or registered by a registrar, other than the 
corporation or an employee of the corporation, the signature of any such 
officer may be facsimile.

     Section 2.  LOST CERTIFICATES.  The Board of Directors may direct a new 
certificate representing shares to be issued in place of any certificate 
theretofore issued by the corporation alleged to have been lost or destroyed, 
upon the making of an affidavit of that fact by the person claiming the 
certificate to be lost or destroyed.  When authorizing such issue of a new 
certificate, the Board of Directors, in its discretion and as a condition 
precedent to the issuance thereof, may require the owner of such lost or 
destroyed certificate, or his legal representative, to advertise the same in 
such manner as it shall require and/or give the corporation a bond in such 
form, in such sum, and with surety or sureties as it may direct as indemnity 
against any claim that may be made against the corporation with respect to 
the certificate alleged to have been lost or destroyed.

     Section 3.  TRANSFER OF SHARES.  Shares of stock shall be transferable 
only on the books of the corporation by the holder thereof in person or by 
his duly authorized attorney. Upon surrender to the corporation or the 
transfer agent of the corporation of a certificate representing shares duly 
endorsed or accompanied by proper evidence of succession, assignment or 
authority to transfer, it shall be the duty of the corporation or the 
transfer agent of the corporation to issue a new certificate to the person 
entitled thereto, cancel the old certificate and record the transaction upon 
its books.


<PAGE>

     Section 4.  REGISTERED SHAREHOLDERS.  The corporation shall be entitled 
to treat the holder of record of any share or shares of stock as the holder 
in fact thereof, and, accordingly, shall not be bound to recognize any 
equitable or other claim or interest in such share or shares on the part of 
any other person, whether or not it shall have express or other notice 
thereof, except as otherwise provided by law.


                                     ARTICLE VII.

                                  GENERAL PROVISIONS

     Section 1.  DIVIDENDS.  Dividends upon the outstanding shares of the 
corporation, subject to the provisions of the Articles of Incorporation, if 
any, may be declared by the Board of Directors at any regular or special 
meeting. Dividends may be paid in cash, in property, or in shares of the 
corporation, subject to the provisions of the statutes, and the Articles of 
Incorporation. The Board of Directors may fix in advance a record date for 
the purpose of determining shareholders entitled to receive payment of any 
dividend, such record date to be not more than fifty (50) days prior to the 
payment date of such dividend, or the Board of Directors may close the stock 
transfer books for such purpose for a period of not more than fifty (50) days 
prior to the payment date of such dividend.  In the absence of any action by 
the Board of Directors, the date upon which the Board of Directors adopt the 
resolutions declaring such dividend shall be the record date.

     Section 2.  RESERVES.  There may be created by resolution of the Board 
of Directors out of the earned surplus of the corporation such reserve or 
reserves as the Directors from time to time, in their discretion, think 
proper to provide for contingencies, or to equalize dividends, or to repair 
or maintain any property of the corporation, or for such other purposes as 
the Directors shall think beneficial to the corporation, and the Directors 
may modify or abolish any such reserve in the manner in which it was created.

     Section 3.  CHECKS.  All checks or demands for money and notes of the 
corporation shall be signed by such officer or officers or such other person 
or persons as the Board of Directors may from time to time designate.

     Section 4.  FISCAL YEAR.  The fiscal year of the corporation shall be 
fixed by resolution of the Board of Directors.

     Section 5.  SEAL.  The corporate seal shall have inscribed thereon the 
name of the corporation.  Said seal may be used by causing it or a facsimile 
thereof to be impressed or affixed or reproduced or otherwise.


<PAGE>

     Section 6.  INDEMNIFICATION.  Any person made a party to, or involved 
in, any civil, criminal or administrative action, suit or proceeding by 
reason of the fact that he, his Executor or Administrator is or was a 
director or officer of the Corporation, or of any corporation which he, his 
Executor or Administrator is or was a director or officer of the Corporation, 
or of any corporation which he, his Executor or Administrator, served as such 
at the request of the corporation, shall be indemnified by the Corporation 
against expenses actually and reasonable incurred by or imposed on him in 
connection with, or resulting from the defense of such action, suit or 
proceeding, or in connection with, or resulting from, any appeal therein, 
except with respect to matters as to which it is adjudged in such action, 
suit or proceeding that such officer or director has committed or allowed 
some act or omission (i) otherwise than in good faith in what he considered 
to be the best interests of the corporation, or (ii) without reasonable cause 
to believe that such act or omission was proper and legal.  As used herein, 
the term "expenses" shall include all obligations incurred by such person for 
the payment of money including, without limitation, attorney's fees, 
judgments, awards, fines, penalties, and amounts paid in satisfaction of 
judgment or in settlement of any such action, suit or proceeding.  A 
conviction or judgement (whether based on a plea of guilty or NOLO CONTENDERE 
or its equivalent, or after trial), shall not by itself be deemed an 
adjudication that such director or officer has committed or allowed some act 
or omission as hereinabove provided.  Determination of the right to such 
indemnification and the amount thereof may be made, at the option of the 
person to be indemnified, by any of the following  procedures: (a) order of 
the court or administrative body or agency having jurisdiction of the action, 
suit or proceeding, (b) resolutions adopted by a majority of a quorum of the 
board of Directors of the corporation without counting in any such majority 
or quorum any directors who have incurred expenses in connection with such 
action, suit or proceeding, (c) resolution adopted by a majority of a quorum 
of the stockholders entitled to vote at any meeting, or (d) order of any 
court having jurisdiction over the corporation.  Any such determination that 
a payment by way of indemnity should be made shall be binding upon the 
corporation.  Such right of indemnification shall not be exclusive of any 
other right which such directors and officers of the corporation, and the 
other persons above mentioned, may have or hereafter acquire and without 
limiting the generality of such statement, they shall be entitled to their 
respective rights of indemnification under any By-Law, agreement, vote of 
stockholders, provision of law or otherwise, as well as their rights under 
this section.  The provisions of this section shall apply to any member of 
any committee appointed by the Board of Directors and the Board of Directors 
shall have power in its discretion (but shall not be required) to indemnify 
any person made a party to, or involved in, any civil, criminal or 
administrative action,

<PAGE>

suit or proceeding by reason of the fact that he, his Executor or 
Administrator, is or was an employee of the corporation or any subsidiary 
thereof, to the same extent that indemnification would be authorized with 
respect to an officer or directors.

     Section 7.  TRANSACTION WITH DIRECTORS AND OFFICERS. No contract or 
other transaction between the corporation and any other corporation and no 
other act of the corporation shall, in the absence of fraud, be invalidated 
or in any way affected by the fact that any of the directors of the 
corporation are pecuniarily or otherwise interested in such contract, 
transaction or other act, or are directors or officers of such other 
corporation.  Any director of the corporation, individually, or any firm or 
association of which any such director may be a member, may be a party to, or 
may be pecuniarily or otherwise interested in, any contract or transaction of 
the corporation, provided that the fact that he individually or such firm or 
association is so interested shall be disclosed or shall have been known to 
the Board of Directors or a majority of such members thereof as shall be 
present at any annual meeting or at any special meeting, called for that 
purpose, of the Board of directors at which action upon any such contract or 
transaction shall be taken; and any director of the corporation who is so 
interested may be counted in determining the existence of quorum at any such 
annual meeting or any such special meeting of the Board of Directors which 
shall authorize any such contract or transaction, and may vote thereat to 
authorize any such contract or transaction with like force and effect as if 
he were not such director or officer of such other corporation or not so 
interested; every director of the corporation being hereby relieved from any 
disability which might otherwise prevent him from carrying out transactions 
with or contracting with the corporation for the benefit of himself or any 
firm, corporation, association, trust or organization in which or with which 
he may be in anywise interested or connected.

     Section 8.  AMENDMENTS.  These By-Laws may be altered, amended, or 
repealed at any meeting of the Board of Directors at which a quorum is 
present or represented, by the affirmative vote of a majority of the 
Directors present at such meeting unless such power is reserved to the 
shareholders by the Articles of Incorporation.

     Section 9.  TABLE OF CONTENTS; HEADINGS.  The Table of Contents and 
headings used in these By-Laws have been inserted for convenience only and do 
not constitute matters to be construed in interpretations.


<PAGE>

                               CERTIFICATE OF SECRETARY

     The undersigned, being the Secretary of the Corporation, hereby 
certifies that the foregoing code of By-Laws was duly adopted by the initial 
director(s) of said corporation effective on February 1, 1991.

     In Witness Whereof, I have signed this certificate as of the 1st day of 
February, 1991.



                               /s/ Timothy M. Terrell
                              ------------------------------
                              Secretary


<PAGE>

                                      AMENDMENT

     Effective the 26th day of October, 1994, the name of the corporation 
changed from Synergy Telemanagement, Inc. to CapRock Communications 
Corporation and its bylaws are hereby to reflect the corporate name change.

                              CAPROCK COMMUNICATIONS CORPORATION

                              By: /s/ Timothy M. Terrell
                                 -------------------------------
                                  Timothy M. Terrell
                                  Secretary

<PAGE>

                                 AMENDMENTS TO BYLAWS

The following amendment was adopted on April 1, 1994 by the shareholders and 
directors of CapRock Communications Corp. (now known as CapRock 
Telecommunications Corp.) (the "Company") to Article II, Section 9 of the 
Bylaws of the Company so that such section reads in its entirety as follows:

          "Section 9. ACTION WITHOUT MEETING. Any action required by statutes 
     to be taken at a meeting of the shareholders may be taken without a 
     meeting, without prior notice, and without a vote, if a consent in 
     writing, setting forth the actions so taken, shall be signed by the 
     holder or holders of shares having not less than the minimum number of 
     votes that would be necessary to take such action at a meeting at which 
     the holders of all shares entitled to vote on the action were present 
     and voted. The signed consent, or a signed copy shall be placed in the 
     minute book. Prompt notice of the taking of any action by shareholders 
     without a meeting by less than unanimous consent shall be given to those 
     shareholders who did not consent in writing to the action."

The following amendment was adopted on September 31, 1997 by the shareholders 
and directors of the Company to Article III, Section 2 of the Bylaws of the 
Company so that such section reads in its entirety as follows:

          "Section 2. NUMBER; ELECTION. The Board of Directors shall consist 
     of six (6) directors, who need not be shareholders or residents of the 
     State of Texas. The Directors shall be elected at the annual meeting of 
     the shareholders, except as hereinafter provided, and each Director 
     elected shall hold office until his successor shall be elected and shall 
     qualify."


                                             /s/ Timothy M. Terrell
                                             ------------------------------
                                             Timothy M. Terrell, Secretary