<PAGE>

                                       [LOGO]

                                  THE STATE OF TEXAS

                                  SECRETARY OF STATE
    IT IS HEREBY CERTIFIED that the attached is/are true and correct copies
     of the following described document(s) on file in this office:

                           CAPROCK TELECOMMUNICATIONS CORP.
                        FORMERLY: CAPROCK COMMUNICATIONS CORP.
                                   FILE NO. 1180758
<TABLE>
<S>                                                            <C>
ARTICLES OF INCORPORATION                                       JANUARY 30, 1991
ASSUMED NAME CERTIFICATE                                        OCTOBER 25, 1993
CHANGE OF REGISTERED OFFICE AND/OR AGENT                        OCTOBER 25, 1993
FORFEITURE                                                     FEBRUARY 15, 1994
REINSTATEMENT                                                     MARCH 10, 1994
ASSUMED NAME CERTIFICATE                                          APRIL 25, 1994
CHANGE OF REGISTERED OFFICE AND/OR AGENT                            MAY 27, 1994
ARTICLES OF AMENDMENT                                          NOVEMBER 14, 1994
CHANGE OF REGISTERED OFFICE AND/OR AGENT                       NOVEMBER 12, 1996
ARTICLES OF AMENDMENT                                            OCTOBER 2, 1997
</TABLE>

IT IS HEREBY FURTHER CERTIFIED THAT THE RECORDS OF THIS OFFICE REVEAL THE
SUBSEQUENT FILING OF AN AMENDMENT WHICH WAS FILED ON JUNE 18, 1998. A COPY OF 
THE DOCUMENT IS UNAVAILABLE AT THIS TIME BECAUSE IT IS BEING PROCESSED FOR 
PERMANENT RETENTION AS A PUBLIC RECORD.

                         IN TESTIMONY WHEREOF, I HAVE HEREUNTO 
[SEAL OF TEXAS]          SIGNED BY NAME OFFICIALLY AND CAUSED TO BE IMPRESSED
                         HEREON THE SEAL OF STATE AT MY OFFICE IN THE CITY OF
                         AUSTIN, ON JULY 14, 1998



                                              /s/ Alberto R. Gonzales
                                          -----------------------------------
                                                  Alberto R. Gonzales
                                                   Secretary of State

<PAGE>

                              ARTICLES OF INCORPORATION

                                          OF

                             Synergy Telemanagement, Inc.

     The undersigned natural person of the age of eighteen (18) years or 
more, acting as a incorporator of a corporation under the Texas Business 
Corporation Act, hereby adopts the following Articles of Incorporation for 
such corporation:

                                  ARTICLE ONE - NAME

     The name of the corporation is Synergy Telemanagement, Inc.

                                ARTICLE TWO - DURATION

     The period of its duration is perpetual.

                               ARTICLE THREE - PURPOSE

     The purpose or purposes for which this corporation is organized, subject 
to the provisions of Part Four of the Texas Miscellaneous Corporation Law 
Act, are: to buy, sell, lease and deal in services, personal property and 
real property of every nature and description, and to transact any or all 
lawful business  for which corporations may be incorporated under the Texas 
Business Corporation Act.

                            ARTICLE FOUR - SHARES

     The aggregate number of shares which the corporation has authority to 
issue is One Hundred Thousand (100,000) shares


                                     (1)
<PAGE>

of One Dollar ($1.00) par value per share. The shares are designated as 
common stock and have identical rights and privileges in every respect.

                     ARTICLE FIVE - NONCUMULATIVE VOTING

     Director(s) shall be elected by majority vote. No shareholder of this
corporation shall have the right to cumulate his, her or its votes.

                    ARTICLE SIX - COMMENCEMENT OF BUSINESS

     The corporation will not commence business until it has received for the
issuance of its shares consideration of the value of One Thousand Dollars 
($1,000), consisting of money, labor done, or property actually received.

                 ARTICLE SEVEN - REGISTERED OFFICE AND AGENT

     The post office address of the initial registered office of the corporation
and the name of its initial registered agent at such address are:

                       Tim Terrell
                       14565 Tamerisk
                       Farmers Branch, TX 75234

                     ARTICLE EIGHT - INITIAL DIRECTOR(S)

     The number of director(s) constituting the initial Board of Directors is 
three (3) and the name(s) and address(es) of the person(s) who shall serve as 
director(s) until the first

                                     (2)
<PAGE>

annual meeting of the shareholders,  or until a successor or successors are 
elected and qualified are:

     Tim Terrell                 14565 Tamerisk
                                 Farmers Branch, TX 75234

     Tim Rogers                  1208 Thorean Ln.
                                 Allen, TX  75002

     Scott Roberts               2604 Winding Creek
                                 Carrollton, TX  75007


                         ARTICLE NINE - INCORPORATOR

     The name and address of the incorporator is:

                    Dennis L. Baker
                    3636 N. MacArthur Blvd.,
                    Suite 120
                    Irving, TX 75062

     IN WITNESS WHEREOF, I have hereunto set my hand this the 29th day of
January, 1991.

                                                   /s/ Dennis L. Baker
                                                 -------------------------------
                                                 Dennis L. Baker

STATE OF TEXAS        )

COUNTY OF DALLAS      )

     I, the undersigned  Notary Public, do hereby certify that on the 29th 
day of January, 1991, personally appeared Dennis L. Baker, who, being by me 
duly sworn, declared that he is the person who signed the foregoing document 
as incorporator, and that the statements contained therein are true.

                                              /s/ Marla Ruth Carter
[SEAL OF NOTARY]                              ----------------------------------
                                              Notary Public in and for
                                              State of Texas

My Commission Expires:                        Notary's Name Printed:

       7-24-91                                  Marla Ruth Carter
----------------------                        ----------------------------------


                                      (3)
<PAGE>

                           ASSUMED NAME CERTIFICATE FOR AN
                         INCORPORATED BUSINESS OR PROFESSION


1.   The assumed name under which the business or professional service is or 
     is to be conducted or rendered is NTS Communications - Dallas.

2.   The name of the incorporated business or profession as stated in its 
     Articles of Incorporation or comparable document is Synergy 
     Telemanagement, Inc., and the charter number or certificate of authority 
     number, if any is 01180758.

3.   The state, country, or other jurisdiction under the laws of which it was
     incorporated is Texas and the address of its registered or similar office
     in that jurisdiction is 17103 Preston Road, Suite 190, Dallas, Texas 
     75248.

4.   The period not to exceed ten years, during which the assumed name will be
     used is Ten Years.

5.   The corporation is a (circle one) BUSINESS CORPORATION, non-profit
     corporation, professional association or other type of corporation, 
     (specify) _________, or other type of incorporated business, professional 
     or other association or legal entity (specify) ________.

6.   The corporation is required to maintain a registered office in Texas, the
     address of the registered office is 17103 Preston Road Suite 190, 
     Dallas, Tx 75248, the name of its registered agent at such address is 
     Timothy Terrell. The address of the principal office (if not the same as
     the registered office) is _____________________________________. 

7.   If the corporation is not required to or does not maintain a registered
     office in Texas, the office address in Texas is N/A; and if the corporation
     is not incorporated, organized or associated under the laws of Texas, 
     the address of its place of business in Texas is N/A and the office 
     address elsewhere is N/A.

8.   The county or counties where business or professional services are being 
     or are to be conducted or rendered under such assumed name are (if 
     applicable, use the designation "all" or "all except") All.

                                   SYNERGY TELEMANAGEMENT, INC.

                               By: /s/ Tim Terrell
                                   ------------------------------
                               Title:  Treasurer
                                     ---------------------------


     Before me on this 6th day of October, 1993, personally appeared Tim 
Terrell the Treasurer of NTS a Corporation and acknowledged to me that 
he/she executed the foregoing certificate for the purposes therein expressed.

                                      /s/ Carolyn Stuart
                                    --------------------------------------------
                                      Notary Public in and for State of Texas


     My Commission Expires:                  Notary's Name Printed:

                                                 CAROLYN STUART
---------------------               --------------------------------------------


[SEAL OF NOTARY]

<PAGE>

                       STATEMENT OF CHANGE OF REGISTERED OFFICE
                            OR REGISTERED AGENT OR BOTH BY
                                    A CORPORATION

1.   The name of the corporation is SYNERGY TELEMANAGEMENT, INC.
                                    ----------------------------

     The corporation's charter number is 01180758-0
                                         -----------------------

2.   The address of the registered office as PRESENTLY shown in the records 
     of the Texas secretary of state is: (Please provide street address, 
     city, state and zip code. The address must be in Texas).

               14565 Tamerisk
     --------------------------------------
               Farmers Branch, TX 75234     
     --------------------------------------

3.   A.   The address of the NEW registered office is: (Please 
      --- provide street address, city, state and zip code. The address must 
          be in Texas.)

               17103 Preston Rd., Suite 190
     --------------------------------------
               Dallas, TX  75248                               
     --------------------------------------

OR   B.    The registered office address will not change.
       ---

4.   The name of the registered agent as PRESENTLY shown in the records of the
     Texas secretary of state is TIMOTHY TERRELL.

5.   A.    The name of the NEW registered agent is ___________________________.
       ---

OR   B. XX  The registered agent will not change.
       ---

6.   Following the changes shown above, the address of the registered office and
     the address of the office of the registered agent will continue to be
     identical, as required by law.

7.   The changes shown above were authorized by:

                       (Profit corporations may select A or B)
                   (Non-Profit corporations may select A, B, or C)

     A.    The board of directors; OR
       ---
     B. XX An officer of the corporation so authorized by the board of 
       --- directors; OR
     C.---The members of the corporation in whom management 
          of the corporation is vested pursuant to article 2.14C of the 
          Texas Non-Profit Corporation Act.

                                    /s/ TIMOTHY W. ROGERS
                              _________________________________
                                   An Authorized Officer

        Please submit this form IN DUPLICATE with the appropriate filing fee.
             PROFIT corporations: $15.00; NON-PROFIT corporations: $5.00

<PAGE>

                                  SECRETARY OF STATE
                                     AUSTIN, TEXAS

     DETERMINATION OF FORFEITURE PURSUANT TO SECTION 171.309, TEXAS TAX CODE  
     ANNOTATED

     CAME TO BE CONSIDERED ON THE DATE SHOWN HEREON, FORFEITURE OF THE CHARTER 
     OR CERTIFICATE OF AUTHORITY OF THE FOLLOWING CORPORATION; THE SECRETARY 
     OF STATE FINDS AND DETERMINES THE FOLLOWING:

                                   CORPORATION NAME

SYNERGY TELEMANAGEMENT, INC.

                                                 CERTIFICATE/CHARTER
     CHARTER NO.-TYPE   [ILLEGIBLE] FORFEITED         FORFEITED
        1180758-0             08/16/1993              02/15/1994

     THAT THE COMPTROLLER OF PUBLIC ACCOUNTS HAS NOTIFIED THIS OFFICE THAT SAID
     CORPORATION HAS FAILED TO FILE A CURRENT YEAR FRANCHISE TAX REPORT TO
     ESTABLISH THE EXISTENCE OF ASSETS FROM WHICH A JUDGEMENT FOR THE FRANCHISE
     TAXES, PENALTIES AND COURT COSTS MAY BE SATISFIED.
     THAT THE COMPTROLLER OF PUBLIC ACCOUNTS HAS FURTHER STATED THAT THE SAID
     CORPORATION HAS FAILED OR REFUSED TO REVIVE ITS RIGHT TO DO BUSINESS.

     IT IS THEREFORE ORDERED THAT THE CHARTER OR CERTIFICATE OF AUTHORITY OF 
     THE ABOVE NAMED CORPORATION BE AND THE SAME IS HEREBY FORFEITED WITHOUT 
     JUDICIAL ASCERTAINMENT AND MADE NULL AND VOID, AND THAT THE PROPER ENTRY 
     BE MADE UPON THE PERMANENT FILES AND RECORDS OF SUCH CORPORATION TO SHOW 
     SUCH FORFEITURE AS OF THE DATE HEREOF.

<PAGE>

                          APPLICATION FOR REINSTATEMENT AND
                    REQUEST TO SET ASIDE REVOCATION OR FORFEITURE

Name of organization     Synergy Telemanagement, Inc.
                     -----------------------------------

File No.    01180758       Taxpayer Id. No.  1-75-2361414-1
        ------------------                  ----------------

     WHEREAS, the organization named above was forfeited or the certificate of
     authority for the organization revoked on    02-15-94        for:
                                               --------------
(check one)

     1.         failure to maintain a registered agent, or
        ------

     2.         failure to pay state franchise tax, or
        ------

     3.    X    (other) Franchise Tax Report not filed
        ------- Public Information Report not filed

WHEREAS, the organization has corrected the default noted above 
     and has paid all fees, taxes, and penalties due;

NOW THEREFORE, the organization hereby applies for reinstatement of its articles
     or certificate of authority, and requests that the secretary of state set 
     aside the forfeiture of revocation of its articles or certificate of 
     authority.

                              By:  /s/ Timothy W. Rogers       Pres.
                                  -----------------------------------------
                                       (signature)           (title)

     [FRANCHISE TAXES PAID THRU 05/16/94]

     INSTRUCTIONS FOR FILING APPLICATION FOR REINSTATEMENT

1.   CORPORATIONS - An application for reinstatement by a corporation 
     forfeited for failure to pay state franchise tax must be signed by an 
     officer, director or shareholder of the corporation. All other 
     applications must be signed by an officer or director of the corporation. 
     LIMITED LIABILITY COMPANIES -  An application for reinstatement for a 
     limited liability company must be signed  by a manager or member of the 
     limited liability company.

     PRIOR TO SIGNING, PLEASE READ THE STATEMENTS ON THIS FORM CAREFULLY. A 
     PERSON COMMITS AN OFFENSE UNDER THE TEXAS BUSINESS CORPORATION ACT, THE 
     TEXAS LIMITED LIABILITY COMPANY ACT OR THE TEXAS NON-PROFIT CORPORATION 
     ACT IF THE PERSON SIGNS A DOCUMENT THE PERSON KNOWS IS FALSE IN ANY 
     MATERIAL RESPECT WITH THE INTENT THAT THE DOCUMENT BE DELIVERED TO THE 
     SECRETARY OF STATE FOR FILING. THE OFFENSE IS A CLASS A MISDEMEANOR.

2.   Submit two copies of the application.

3.   The filing fee for an application for reinstatement of a corporation
     following a tax forfeiture is $75.00. The filing fee for reinstatement of 
     a corporation following a non-tax forfeiture is $50.00. The filing fee for
     a Texas limited liability company is $10.00. The filing fee for a foreign
     limited liability company is $50.00.

     Non-profit corporations are assessed a filing fee of $25.00 for non-tax
     reinstatements.  No fee is required for non- profit corporations forfeited
     for tax reasons.

<PAGE>

[SEAL]                       ASSUMED NAME CERTIFICATE

1.   The name of the corporation, limited liability company, limited 
     partnership, or registered limited liability partnership as stated in 
     its articles of incorporation, articles of organization, certificate of 
     limited partnership, application or comparable document is 
     Synergy Telemanagement, Inc. .

2.   The assumed name under which the business or professional service is or 
     is to be conducted or rendered is Caprock Communications, Inc. 

3.   The state, country, or other jurisdiction under the laws of which it was
     incorporated, organized or associated is Texas    , and the 
     address of its registered or similar office in that jurisdiction is 
     17103 Preston Rd.  #190, Lock Box 121, Dallas, Tx 75248.

4.   The period, not to exceed 10 years, during which the assumed name will be
     used is 10 yrs.

5.   The entity is a (circle one) BUSINESS CORPORATION, non-profit corporation,
     professional corporation, professional association, limited liability
     company, limited partnership, registered limited liability partnership or
     some other type of incorporated business, professional or other 
     association (specify)

     ---------------------------------------------------------------------

6.   If the entity is required to maintain a registered office in Texas, the
     address of the registered office is 17103 Preston Rd.  #190, Lock Box 121
     Dallas, Tx.  75248  and the name of its registered agent at such address 
     is Timothy W. Rogers. The address of the principal office  (if not the
     same as the registered office) is Same.

7.   If the entity is not required to or does not maintain a registered office 
     in Texas, the office address in Texas is N/A and if the entity is 
     not incorporated, organized or associated under the laws of Texas, the 
     address of its place of business in Texas is  ______________________  and
     the office address elsewhere is ____________.

8.   The county or counties where business or professional services are being or
     are to be conducted or rendered under such assumed name are (if applicable,
     use the designation "ALL" or "ALL EXCEPT"):
          All   .

        (Certificate must be executed and notarized on the back of this form.)

<PAGE>
                                      /s/ TIMOTHY W. ROGERS
                                 -------------------------------------------
                                 SIGNATURE OF OFFICER, GENERAL PARTNER, 
                                 MANAGER, REPRESENTATIVE OR ATTORNEY-IN-FACT 
                                 OF THE ENTITY

BEFORE ME ON THIE 21  DAY OF  APRIL, 1994, PERSONALLY APPEARED 
TIMOTHY W. ROGERS  AND ACKNOWLEDGED TO ME THAT  _____  HE
EXECUTED THE FOREGOING CERTIFICATE FOR THE PURPOSES THEREIN EXPRESSED.

                                       /s/ CAROLYN STUART
[NOTARY SEAL]                    --------------------------------------------
                                   Notary Public, State of Texas

             INSTRUCTIONS FOR FILING ASSUMED NAME CERTIFICATE

1.  A corporation, limited liability company, limited partnership or 
    registered limited liability partnership, which regularly conducts 
    business or renders a professional service in this state under a name 
    other than the name contained in its articles of incorporation, articles 
    of organization, certificate of limited partnership or application, must 
    file an assumed name certificate with the secretary of state and with the 
    appropriate county clerk in accordance with section 36.11 of the Texas 
    Business and Commerce Code.

2.  The information provided in paragraph 6 as regards the registered agent 
    and registered office address in Texas must match the information on file 
    in this office. To verify the information on file with this office, you 
    may contact our corporate information unit at (512) 463-5555.  Forms to 
    change the registered agent/office are available from this office should 
    you require to update this information.

3.  A certificate executed and acknowledged by an attorney-in-fact shall 
    include a statement that the attorney-in-fact has been duly authorized in 
    writing by his principal to execute and acknowledge the same.

4.  For purposes of filing with the secretary of state, the assumed name 
    registrant should submit an originally executed assumed name certificate 
    accompanied by the filing fee of $25 to the Secretary of State, Statutory 
    Filings Division, Corporations Section, P.O. Box 13697, Austin, Texas 
    78711-3697.  The phone number is (512) 463-5582, TDD: (800) 735-2989,
    FAX: (512) 463-5709.

5.  All assumed name certificates to be filed with the county clerk must be 
    forwarded directly to the appropriate county clerk by the assumed name 
    registrant.

6.  Whenever an event occurs that causes the information in the assumed name 
    certificate to become materially misleading (eg. change of registered 
    agent/office or a change of name), a new certificate must be filed within 60
    days after the occurrence of the events which necessitate the filing.

7.  A registrant that ceases to transact business or render professional 
    services under an assumed name for which a certificate has been filed may 
    file an abandonment of use pursuant to the Texas Business and Commerce 
    Code, Section 36.14. Forms for this purposes are available from this 
    office.

<PAGE>

[SEAL]                 STATEMENT OF CHANGE OF REGISTERED OFFICE
                            OR REGISTERED AGENT OR BOTH BY
                                    A CORPORATION

1.   The name of the corporation is Synergy Telemanagement, Inc.
                                   ---------------------------------------------
     The corporation's charter number is  01180758-0 

2.   The address of the registered office as PRESENTLY shown in the records of 
     the  Texas secretary of state is: (Please provide street address, city, 
     state and zip code. The address must be in Texas).

     17103 Preston Road Suite 190, Lock Box 121
     ---------------------------------------------------------------------------
     Dallas, Texas  75249
     ---------------------------------------------------------------------------

3.   A.     The address of the NEW registered office is: (Please 
       ----    provide street address, city, state and zip code. The address 
               must be in Texas.)
     ---------------------------------------------------------------------------

     ---------------------------------------------------------------------------

OR   B  X   The registered office address will not change.
       ----

4.   The name of the registered agent as PRESENTLY shown in the records of the
Texas secretary of state is Tim Terrell
                           -----------------------------------------------------

5.   A. X   The name of the NEW registered agent is  Tim Rogers 
       ----                                        -----------------------------

OR   B.     The registered agent will not change.
       ----

6.   Following the changes shown above, the address of the registered office and
     the address of the office of the registered agent will continue to be
     identical, as required by law.

7.   The changes shown above were authorized by:
                        (Profit corporations may select A or B)
                   (Non-Profit corporations may select A, B, or C)

     A.        The board of directors; OR
        ----
     B. X      An officer of the corporation so authorized by the board of
        ----   directors; OR
     C.        The members of the corporation in whom management of the
        ----   corporation is vested pursuant to article 2.14C of the Texas 
               Non-Profit Corporation Act.

                                 /s/ Tim Rogers
                              ----------------------------------------
                                 An Authorized Officer

        Please submit this form IN DUPLICATE with the appropriate filing fee.
             PROFIT corporations: $15.00; NON-PROFIT corporations: $5.00

<PAGE>

                               ARTICLES OF AMENDMENT TO
                             ARTICLES OF INCORPORATION OF
                            SYNERGY TELEMANAGEMENT, INC.                 

     Pursuant to the provisions or Article 4.04 of the Texas Business 
Corporation Act, the undersigned corporation adopts the following Articles of 
Amendment to the Articles of Incorporation of Synergy Telemanagement, Inc.

                                     ARTICLE ONE

     The name of the corporation is Synergy Telemanagement, Inc.

                                     ARTICLE TWO

     The following amendment to the Articles of Incorporation was adopted by 
the shareholders of the corporation on October 26, 1994. The amendment alters 
Article One of the Original Articles of Incorporation to read as follows:

     "The name of the corporation is CapRock Communications Corp."

                                    ARTICLE THREE

     The number of shares of common stock of the corporation outstanding at 
the time of the adoption was 3,996, and the number of shares entitled to vote 
on the amendment was 3,996.

                                     ARTICLE FOUR

     The number of shares that voted for the amendment was 3,996; and the 
number of shares that voted against the amendment was 0.

     Dated: October 26, 1994.

                         SYNERGY TELEMANAGEMENT INC.


                         By:   /s/ Jere W. Thompson, Jr.
                             ---------------------------------
                              Jere W. Thompson, President

<PAGE>

SECRETARY OF STATE
CORPORATIONS SECTION                   [SEAL]       
P.O. Box 13697
Austin, Texas 78711-3697

                     STATEMENT OF CHANGE OF REGISTERED OFFICE OR
                      REGISTERED AGENT OR BOTH BY A CORPORATION,
                   LIMITED LIABILITY COMPANY OR LIMITED PARTNERSHIP

1.   The name of the entity is  CapRock Communications Corporation
                              --------------------------------------------------

     The entity's charter/certificate of authority/file number is 1180758-00.

2.   The registered office address as PRESENTLY shown in the records of the
     Texas secretary of state is: 17103 Preston Road, Suite 190, Dallas, Texas
                                 -----------------------------------------------
     75252 .
     ---------------------------------------------------------------------------

3.   A  X      The address of the NEW registered office is: (Please provide
       ----    street address, city, state and zip code. The address must be in
               Texas.)
      13455 Noel Road, Suite 1925, LB 46, Dallas, Texas, 75240
     ---------------------------------------------------------------------------
OR   B.        The registered office address will not change.
       ----

4.   The name of the registered agent as PRESENTLY shown in the records of the
     Texas secretary of state is TIM ROGERS .
                                ------------------------------------------------

5.   A.        The name of the NEW registered agent is
       ----                                             ---------------------.
OR   B. X      The registered agent will not change.
       ----

6.   Following the changes shown above, the address of the registered office and
     the address of the office of the registered agent will continue to be
     identical, as required by law.

<TABLE>
<CAPTION>

7.   The changes shown above were authorized by:
   <S>                                               <C>
     Business Corporations may SELECT A OR B           Limited Liability Companies may SELECT D OR E
     Non-Profit Corporations may SELECT A, B, OR C     Limited Partnerships SELECT F

     A.   The board of directors; OR
       --
     B. X An officer of the corporation so authorized by the board of directors; OR
       -- 
     C.   The members of the corporation in whom management of the corporation
       -- is vested pursuant to article 2.14C of the Texas Non-Profit
          Corporation Act.
     D.   Its members
       --
     E.   Its managers
       --
     F.   The limited partnership
       --

</TABLE>

                                   /s/ Tim Rogers
                                ----------------------------------------
                                (Authorized Officer of Corporation) 
                                (Authorized Member or Manager of LLC) 
                                (General Partner of Limited Partnership)

<PAGE>

                             ARTICLES OF AMENDMENT
                       TO ARTICLES OF INCORPORATION OF                 
                         CAPROCK COMMUNICATIONS CORP.

     Pursuant to the provisions of Article 4.04 of the Texas Business 
Corporation Act, the undersigned corporation adopts the following Articles of 
Amendment to its Articles of Incorporation:

                                  ARTICLE 1

     The name of the Corporation is CapRock Communications Corp.

                                  ARTICLE 2

     The following amendments to the Articles of Incorporation were adopted 
by the shareholders of the corporation as of September 30, 1997;

     1.  This amendment alters ARTICLE FOUR of the Articles of Incorporation 
         to read as follows:

                            "ARTICLES FOUR -- SHARES

         The aggregate number of shares to which the Corporation has 
     authorized to issue is One Hundred Million (100,000,000) shares with no 
     par value.  The shares are designated as Common Stock and have identical 
     rights and privileges in every respect."

     2.  This amendment adds a new ARTICLE TEN to the Articles of 
         Incorporation to read as follows:

         "ARTICLE TEN -- SHAREHOLDER CONSENT ELECTION

         It is hereby provided that, in accordance with Article 9.10A of the 
     Texas Business Corporation Act, any action required to be taken at any 
     annual or special meeting of shareholders, or any action which may be 
     taken at any annual or special

                                                                          Page 1
<PAGE>

     meeting of shareholders, may be taken without a meeting, without prior 
     notice, and without a vote, if a consent or consents, in writing, setting 
     forth the action 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."

                             ARTICLE 3

     This amendment does not change the existing amount of stated capital of 
the corporation. Pursuant to this amendment all holders of shares of Common 
Stock having a par value of $1.00 shall have their shares exchanged, 
effective as of the filing of this amendment, for an equal number of shares 
of Common Stock having no par value.

                              ARTICLE 4

     The number of shares of the Corporation outstanding at the time of the 
adoption was 4297, all of which were of one class; and the number of shares 
entitled to vote on this amendment was 4297.

                              ARTICLE 5

     The holders of all of the shares outstanding and entitled to vote on 
this amendment have signed a consent in writing pursuant to Article 9.10 
adopting this amendment and any written notice required by Article 9.10 has 
been given.

DATED:       September 30          , 1997.
      -----------------------------


                                      CAPROCK COMMUNICATIONS CORP.

                                      By:    /s/  Jere Thompson, Jr.
                                         -----------------------------

                                           Its      President
                                              ------------------------

                                                                          Page 2

<PAGE>

                                  THE STATE OF TEXAS

                                  SECRETARY OF STATE
                               CERTIFICATE OF AMENDMENT
                                          OF

                           CAPROCK TELECOMMUNICATIONS CORP.
                        FORMERLY: CAPROCK COMMUNICATIONS CORP.
                                CHARTER NO. 1180758-0

The undersigned, as Secretary of State of Texas, hereby certifies that the 
attached Articles of Amendment for the above named entity have been received 
in this office and are found to conform to law.

ACCORDINGLY the undersigned, as Secretary of State, and by virtue of the 
authority vested in the Secretary by law, hereby issues this Certificate of 
Amendment.

Dated:         June 18, 1998

Effective:     June 18, 1998

                                  /s/ Alberto R. Gonzales
                                -------------------------------------
                                  Alberto R. Gonzales
                                  Secretary of State

[SEAL]

<PAGE>

                                THE STATE OF TEXAS
                                SECRETARY OF STATE

                           CERTIFICATE OF RESERVATION OF
                                          
                                 CORPORATE NAME OF
                                          
                       CAPROCK TELECOMMUNICATIONS CORPORATION

     THE UNDERSIGNED, AS SECRETARY OF STATE OF THE STATE OF TEXAS,
HEREBY CERTIFIES THAT THE ABOVE CORPORATE NAME HAS BEEN RESERVED IN THIS OFFICE
FOR THE EXCLUSIVE USE OF

                            MUNSCH HARDT KOPF HARR & DINAN

FOR A PERIOD OF ONE HUNDRED TWENTY DAYS, PURSUANT TO THE PROVISIONS OF 
ARTICLE 2.06 OF THE TEXAS BUSINESS CORPORATION ACT.

     THIS NAME RESERVATION DOES NOT AUTHORIZE THE USE OF A NAME IN THIS STATE 
IN VIOLATION OF THE RIGHTS OF ANOTHER UNDER THE FEDERAL TRADEMARK ACT OF 
1946, THE TEXAS TRADEMARK LAW, THE ASSUMED BUSINESS OR PROFESSIONAL NAME ACT 
OR THE COMMON LAW.

DATED APR. 27, 1998


[SEAL]                          /s/ Alberto R Gonzales
                               ----------------------------------------------
                                  Alberto R Gonzales, Secretary of State

<PAGE>

                          ARTICLES OF AMENDMENT
                    TO THE ARTICLES OF INCORPORATION
                                  OF                                     
                      CAPROCK COMMUNICATIONS CORP.
                         (the "Corporation")

     Pursuant to the provisions of Article 4.04 of the Texas Business 
Corporation Act, the Corporation adopts the following Articles of Amendment 
to its Articles of Incorporation.

                              ARTICLE ONE

     The name of the Corporation is CapRock Communications Corp.

                              ARTICLE TWO

     The following amendment to the Articles of Incorporation was adopted by 
the shareholders of the Corporation on May 1, 1998, so as to amend the name 
of the Corporation. Article 1 of the Articles of Incorporation is hereby 
amended to read in its entirety as follows;

     "The name of the Corporation is CapRock Telecommunications Corp."

                              ARTICLE THREE

     The number of shares of the Corporation outstanding at the time of such 
adoption was 10,398,954, and the number of shares entitled to vote thereon 
was 10,398,954.

                               ARTICLE FOUR

     The holders of all shares outstanding and entitled to vote on said 
amendment have signed a consent in writing adopting said amendment and any 
written notice required by Article 9.10 has been given.

                               ARTICLE FIVE

     The amendment does not involve any exchange, reclassification or 
cancellation of issued shares of the Corporation.

                               ARTICLE SIX

     The amendment does not effect a change in the amount of stated capital 
of the Corporation.

<PAGE>

Dated May 31 , 1998


                         CAPROCK COMMUNICATIONS CORP.
                         a Texas Corporation

                         By:      /s/ Jere Thompson
                              ---------------------------------------
                         Its:    Chief Executive Financial Officer
                              ---------------------------------------


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