<PAGE>   1
                                                                   EXHIBIT 10.59



                          TELECOMMUNICATIONS AGREEMENT

This Telecommunications Agreement (this "Agreement") made effective as of
_________ is between CapRock Communications Corp., a Texas corporation with its
principal place of business at Two Galleria Tower, 13455 Noel Road, Suite 1925,
LB 46, Dallas, Texas, 75240 ("CapRock") and a ________________, a ____________
corporation with its principal place of business at ________________
("Customer").

         WHEREAS, CapRock desires to provide telecommunications services and/or
facilities (collectively, the "Services"), as described in the relevant
Addendums attached hereto, to Customer; and

         WHEREAS, Customer desires to receive the Services, and has requested
that CapRock provide the Services in accordance with the terms of this
Agreement.

         NOW THEREFORE, in consideration of the mutual premises and covenants
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the undersigned agree as follows:

1.       Services. CapRock agrees to furnish to Customer, and Customer agrees to
accept, upon the terms and conditions set forth herein, the telecommunications
services and/or the telecommunications facilities set forth in Addendum "A." All
Addendums identified herein are incorporated by reference and specifically made
a part of this Agreement.

2.       Duration. This initial term of the Agreement shall be ________ years
commencing on the earlier of the above date or the date Customer may begin
receiving Services (the "Effective Date"). This Agreement shall automatically be
renewed for additional successive one (1) year terms unless one party delivers
written notice to the other party of an intent not to renew this Agreement at
least sixty (60) days before the end of the initial term or any renewal term.

3.       Minimum DS-1 Usage. Beginning with the next full calendar month 
following the Effective Date, Customer agrees to maintain a monthly dollar
billing average per Committed DS-1, as indicated on Addendum "A" (the "Minimum
Billing Amount") and a monthly average loading or traffic (the "Minimum Usage
Amount") per Committed DS-1. CapRock reserves the right to refuse acceptance of
DS-1's in excess of those required for minimum volume commitments as specified
in Addendum "A." Further, CapRock reserves the right to cancel DS-1's with
Customer with thirty (30) days notice if Customer fails to meet the specified
usage minimums.

4.       Rates. During the term of this Agreement, CapRock shall charge and 
Customer shall pay those charges specified in Addendum "A." CapRock reserves the
right to adjust its charges at any time upon at least three (3) days prior
written notification to Customer without requiring any other signatures of the
parties hereto acknowledging and agreeing to the same.

5.       Billings. Customer acknowledges that billings are processed monthly on
a per call basis and that payment for the Services must be received by CapRock
within fifteen (15) days of invoice date (which shall be the last day of the
previous month's billing cycle) or 10 days after receipt of invoice, whichever
is later, via wire transfer. All amounts which are due and payable to CapRock
shall be paid when due notwithstanding any termination of this Agreement. If
payment of charges is not received by CapRock within fifteen (15) days of any
given month's invoice date, the delinquent balance shall accrue interest at the
lesser of: (a) the rate of one and one-half percent (1 1/2%) per month; or (b)
the highest rate allowed by applicable law. Customer also agrees that if it has
not submitted properly executed Certificate(s) of Exemption for all applicable
foreign, federal, state, county and local taxes and fees that CapRock will
invoice Customer and Customer shall pay said taxes


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<PAGE>   2


and fees. Beginning with the fourth billing period, Customer will pay CapRock
port charge of $500.00 per month per installed T-I circuit in addition to any
usage charges unless either total dollar usage exceeds $50,000 multiplied by the
number of T-1 digital circuits Customer has installed in order for CapRock to
provide Services or total usage for the billing month is more than 100,000
minutes per said T-1 digital circuits, in which event the port charge shall be
waived.

         If the parties hereunder are providing services to one another, the
usage shall be understood and agreed to be offset on a daily basis. At the end
of each calendar month, the party which has an accrued balance payable after
such daily netting shall make payment to the other under the terms and
conditions as set forth below.

         Should either party default in payment for services, then the
defaulting party agrees that services provided to them may be terminated as
provided in this agreement; and furthermore, the defaulting party further agrees
to continue to provide services, payment for which shall be offset against the
outstanding invoices, until all defaults are cured or offset.

6.       Disputes. If Customer, in good faith, disputes any invoiced amount, 
Customer must notify CapRock, in writing, of such dispute within thirty (30)
days of the date of such invoice. CapRock shall not be obligated to consider any
Customer notice of invoice disputes which is received by CapRock more than
thirty (30) days following the date of the invoice in question. If Customer
fails to deliver written notice of any dispute within the described thirty (30)
day period, then such charges shall be deemed valid and all such invoice
disputes shall be deemed to have been waived by Customer. Notwithstanding any
invoice dispute, Customer agrees to fully and timely pay all invoice amounts,
pursuant to the terms of paragraph 5 above. Any amounts, which are determined to
be in error, will be credited against the next periodic invoice. Any timely
identified dispute which has not been resolved by the good faith efforts of the
parties will be settled by binding arbitration conducted expeditiously in
accordance with the commercial Arbitration Rules of the American Arbitration
Association ("AAA Rules"), as amended by this Agreement and judgment upon the
award rendered by the arbitrator(s) may be entered by any court with
jurisdiction. The location of the arbitration shall be in Dallas, Texas. The
cost of the arbitration, including fees and expenses of the arbitrator(s), shall
be shared equally by the parties unless the arbitration award provides
otherwise. Each party shall bear the cost of preparing and presenting its case.
The arbitrator(s) are not empowered to award damages in excess of compensatory
damages and each party irrevocably waives any damages in excess of compensatory
damages.

7.       Security. CapRock's obligation to provide Services is contingent upon
credit approval by CapRock and Customer's acceptance of CapRock's initial and
continuing credit approval procedures and policies. During the term of this
Agreement, upon request by CapRock, Customer shall deliver current financial and
usage information concerning Customer's operations. A cash deposit, irrevocable
letter of credit and/or individual guaranty ("Deposit") or other form of
security in form and amount acceptable to CapRock may be required by CapRock
prior to commencement of Services. After the Effective Date, a Deposit or
additional Deposit may also be required in form and amount acceptable to CapRock
if, in CapRock's sole discretion, Customer's financial circumstances or payment
history warrant or in light of Customer's actual usage when compared to
projected usage levels upon which any initial security or assurance Deposit
requirement was based. Such requests must be honored within five (5) business
days, or CapRock may terminate this Agreement without liability. If this
Agreement, or any of the Services provided herein, has been terminated, the
Deposit shall be applied to all charges and other amounts then due CapRock.
CapRock agrees to refund the excess portion of the Deposit, if any, within
thirty (30) days following final settlement of Customer's account. The refunding
or crediting of the Deposit in no way relieves Customer from complying with all
terms and provisions contained in this Agreement or from tendering payments when
due.

8.       Taxes. Customer acknowledges and understands that the Rates and other
non-recurring charges for the Services are exclusive of any applicable use,
excise, gross receipts, sales, value-added and privilege taxes,


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<PAGE>   3



duties, fees or assessments (other than general income and real property taxes)
which may be imposed by any government or governmental authority on the Services
(collectively the "Taxes"). Such Taxes, if applicable, shall be listed as
separate line items on CapRock's invoice and paid for by Customer. Customer
agrees to indemnify and hold CapRock harmless from liability of any kind arising
from Customer's failure to pay any applicable Taxes. Customer may provide
CapRock with a valid tax exemption form under applicable law which may exempt
Customer from the payment of certain Taxes that would otherwise be paid by
Customer. Customer shall be responsible for all Taxes that are not lawfully
covered by the tax exemption certificate filed with CapRock.

9.       Termination. Except as otherwise provided herein, CapRock may terminate
this Agreement or suspend any Service at any time without liability upon five
(5) days written notice to Customer of any breach of this Agreement.
Notwithstanding the preceding, CapRock may terminate this Agreement upon
forty-eight (48) hours notice upon the failure of Customer to timely pay for all
charges (including transmission charges, service charges and monthly fixed
charges, if any) billed to Customer. Such termination right of CapRock shall not
be exclusive of other remedies available at law or equity for default of breach
of this Agreement.

10.      Remedies Upon Termination. Upon termination, in addition to other 
rights and remedies afforded CapRock hereunder or by law or equity, CapRock may
terminate all Services provided to Customer hereunder -- and Customer shall pay
to CapRock (a) all outstanding invoices; (b) all charges for Services incurred,
whether or not such charges have been invoiced or whether or not fifteen (15)
days have expired since the date of invoice; and (c) an amount equal to the
Minimum Billing Amount times the number of Committed DS-1's times the remaining
number of calendar months in the initial term or any renewal term.

11.      Warranties. The quality of Services provided hereunder shall be 
consistent with industry standards, government regulations and sound business
practices. CAPROCK MAKES NO OTHER REPRESENTATIONS OR WARRANTIES ABOUT THE
SERVICES PROVIDED HEREUNDER, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR IN FACT,
INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.

Customer shall give written notice to CapRock of any deficiency in performance
of the Services. CapRock shall have thirty (30) days after notice to cure any
deficiency. If after the thirty (30) day period, and in the reasonable
discretion of CapRock, CapRock fails to cure such deficiency, Customer may
terminate the nonconforming Service(s).

12.      Fraudulent Usage. Customer acknowledges and agrees that irrespective of
the nature of usage of CapRock provided Services hereunder, that is to say
whether or not usage is authorized or not, restitution in full shall be made to
CapRock for all usage properly billable to Customer's account pursuant to the
terms hereof; it being the express intention of the parties that Customer and
not CapRock shall bear the risk of loss arising from any unauthorized or
fraudulent procurement or consumption of the Services provided hereunder.

13.      Damages. UNDER NO CIRCUMSTANCES SHALL CAPROCK BE LIABLE TO CUSTOMER OR
ANY OF CUSTOMER'S CLIENTS FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE
DAMAGES IN CONNECTION WITH OR RELATED TO ANY OF THE SERVICES AND/OR FACILITIES
PROVIDED PURSUANT TO THIS AGREEMENT, WHETHER OR NOT CAPROCK RECEIVES NOTICE OF
ANY SUCH DAMAGES AND WHETHER OR NOT SUCH DAMAGES COULD HAVE BEEN FORESEEN.

14.      Indemnity. Customer agrees to indemnify, defend (by counsel of 
CapRock's choosing), and hold harmless CapRock, and its officers, directors,
shareholders and agents (the "CapRock Parties"), for any liability incurred or
threatened to be incurred by the CapRock Parties to any third party as a result
of the negligent


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<PAGE>   4



conduct, willful acts or omissions of Customer, its agents, servants, employees
or any other parties over whom Customer exercises control. Such indemnification
shall include, without limitation, any liability, including attorneys' fees and
court costs, incurred or threatened to be incurred by CapRock as a result of any
claim, demand, action, lawsuit or proceeding brought about by Customer's acts or
omissions in connection with the transmission or republication of any material
which is found to be defamatory in nature or involves the unauthorized use or
infringement of a trademark, trade name, service mark, patent rights or similar
data or information transmitted by Customer over CapRock's network.

15.      Looping. Customer shall indemnify, defend and hold harmless CapRock 
from and against all costs, expenses, losses, damages, claims and actions of any
kind arising from or related to any "looping" of calls back to CapRock (i.e.,
any Customer traffic that is routed by CapRock but ultimately returned to
CapRock by Customer). In the event that any looping occurs, CapRock will
identify the loop and, at CapRock's sole option, either remove the carrier in
question from CapRock's routing or block the incoming traffic on a trunk group
level by incoming exclusion. Once the looping problem has been resolved, CapRock
will restore routing and notify Customer of the actions that have been taken.

16.      Force Majeure. CapRock shall not be liable for any failure, 
interruption and/or diminution of Services in the event that such failure,
interruption and/or diminution is the result of any fire, flood, epidemic,
earthquake or any other act of God, explosion, strike or other disputes, riot or
civil disturbance, war (whether declared or undeclared), armed conflict, any
municipal ordinance, or state or federal law, governmental order or regulation,
or order of any Court of competent jurisdiction, or other similar forces not
within the control of CapRock.

17.      Assignment. This Agreement shall be binding upon and inure to the 
benefit of the parties hereto and their respective successors and assigns.
Customer shall not assign or transfer any of its rights or obligations hereunder
without the prior written consent of CapRock.

18.      Confidentiality. Customer understands and agrees that the terms and
conditions of this Agreement and all non-tariff documents referenced herein are
confidential as between Customer and CapRock and shall not be disclosed by
Customer to any party other than the professional advisors of Customer or as may
be required by applicable law. Violation by Customer or its agents of the
foregoing provision shall entitle CapRock, at its option, to immediately
discontinue providing services and/or facilities to Customer.

19.      Illegality. If any term or provision of this Agreement shall be found 
to be illegal or unenforceable, then, notwithstanding such illegality or
unenforceabilty, this Agreement shall remain in full force and effect and such
term or provision shall be deemed to be deleted. In addition, this Agreement
shall be terminated upon the determination of a governmental entity having
jurisdiction over the Services provided pursuant to this Agreement that the
relationship of the parties, Services provided hereunder are contrary to
existing law.

20.      Waiver. No term or provision of this Agreement shall be deemed waived,
and no breach or default shall be deemed excused unless such waiver or consent
shall be in writing and signed by the party claimed to have waived or consented.
No consent by any party to, or waiver of, a breach or default by the other,
whether express or implied, shall constitute a consent to, waiver of or excuse
for, any different or subsequent breach or default.

21.      Notice. All notices given hereunder and all payments to be made 
hereunder shall be sent to the addresses set forth on the signature page hereof,
or at such other addresses as a party may designate in writing to the other
party. All notices, requests, consents and other communications under this
Agreement shall be in writing and shall be deemed to have been delivered on the
date when hand delivered or three (3) days after deposit in the mail when sent
by US Mail, postage prepaid, by certified mail, return receipt requested, or
telegraphed and confirmed, or upon confirmation of sending when sent by fax, or
on the day after being sent when sent by overnight delivery service.

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<PAGE>   5



22.      Tariffs. The terms, conditions and rates specified in this Agreement 
are subject to all applicable tariffs (excluding CapRock Tariff F.C.C. No. 2)
which may affect the services and/or facilities provided hereunder. Should a
change in any rates specified herein become necessary due to changes in any
applicable tariffs, CapRock shall give Customer at least three (3) days notice
of said rate change.

23.      Entire Agreement. This Agreement contains the entire agreement and
understanding of the parties hereto and supersedes all prior statements,
representations, understandings or agreements of the parties with respect to the
subject matter contained herein.

24.      Amendment. Except as otherwise provided herein, including without
limitation CapRock's ability to make rate changes as provided in paragraph 4
above, this Agreement shall not be amended, changed, modified, terminated or
discharged in whole or in part except by an instrument in writing duly executed
by CapRock and Customer or their successors or assigns.

25.      Construction. The preparation of this Agreement by counsel for a given
party shall not be material to the construction hereof, and the terms hereof
shall not be strictly construed against such party. This Agreement is not
intended to be, and shall not be construed to create a partnership, agency or
joint venture between the parties, or result in a joint communications offering
to the customers of either CapRock or Customer; provided, however, that, for the
purpose of ordering telephone or other telecommunications services and/or
facilities, CapRock may act as agent of Customer should the parties so agree in
writing.

26.      Attorneys' Fees. Except as provided otherwise herein, should it become
necessary for either party to retain the services of any attorney to enforce its
rights hereunder (including in-house counsel), and/or should any lawsuit be
necessary to enforce said rights, then the prevailing party shall be entitled to
receive reasonable attorneys' fees from the other party.

27.      Headings/Counterparts The headings included herein are for convenience
only and will not be considered for any purpose in construing this Agreement.
This Agreement may be executed in two or more counterparts, each of which shall
be deemed an original. It shall not be necessary in making proof of this
Agreement to produce or account for more than one of such counterparts.

28.      Governing Law. This Agreement is executed in Dallas, Texas and shall be
governed by the laws of the State of Texas, with exclusive venue at Dallas,
Dallas County, Texas.

29.      Certification of Interstate/Intrastate Usage. For CapRock provided 
services traffic which originates in a given state and is delivered by a CapRock
POP within that state to an IXC switch located in the same state, the Customer
must provide CapRock with written certification of the percentage of interstate
(including international) minutes of usage and the percentage of intrastate
minutes of usage. Said certification must be provided for each IXC switch prior
to utilization of each switch to receive or route such traffic. Customer may
amend its certification at any time, and CapRock shall have the right to request
re-certification at any time provided that such request shall not unilaterally
be made more than once in any calendar quarter. Certifications amended
voluntarily or pursuant to a request for re-certification shall be effective on
the first day of the calendar month next following the expiration of a period of
forty-five (45) days after such amendment or request for re-certification. If
Customer fails to furnish adequate certification prior to utilization of an IXC
switch for such traffic or in response to a request for re-certification, the
minutes of use attributable to such traffic will be deemed to be intrastate and
subject to the intrastate rates set forth herein. Customer agrees to cooperate
at its own expense with any audit initiated by CapRock or required by a third
party with respect to CapRock's interstate and intrastate minutes of traffic.
Such cooperation shall include without limitation the provision of call detail
records, billing records and other information to CapRock or to the auditing
third party for the purpose of verifying Customer's interstate/intrastate
traffic and the accuracy of Customer's certification with respect to same.
Customer agrees to indemnify and reimburse CapRock for any liability or expense


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INITIALS - CAPROCK                                      INITIALS - CUSTOMER


<PAGE>   6



incurred by CapRock due to a determination by audit that Customer's
interstate/intrastate traffic is different than that set forth in its
certification.

         IN WITNESS WHEREOF, the undersigned have set their hands.

        CAPROCK:                              CUSTOMER:

        CAPROCK COMMUNICATIONS CORP.          -------------------------------

        By:                                   By:
           -----------------------------         ----------------------------
        Name:                                 Name:
             ---------------------------           --------------------------
        Title:                                Title:
              --------------------------            -------------------------

        Address: Two Galleria Tower           Address:
                 13455 Noel Road                      -----------------------
                 Suite 1925, LB 46            -------------------------------
                 Dallas, Texas 75240          -------------------------------


        Date of Execution:                    Date of Execution:
                          --------------                        -------------







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<PAGE>   7



                                  ADDENDUM "A"
                  TELECOMMUNICATION SERVICES AND/OR FACILITIES

         This Addendum is hereby incorporated into the underlying Agreement as
though an original part thereof.

Customer:
         -----------------------------------------------------------------

Address:
        ------------------------------------------------------------------

City:               State:                            Zip:
     ------------         -------------                   ----------------

Primary Account Contact:
                        ----------------------------------------
Phone No.                            Fax No.:
         ---------------------------          ------------------

Committed DS-1's:
                 ------------------------

Minimum Billing Amount per Committed DS-1:
                                          ------------------------

Minimum Usage Amount per Committed DS-1:
                                          ------------------------

(DETAIL OF OTHER TELECOMMUNICATIONS SERVICES/FACILITIES TO BE PROVIDED AND
INITIAL RATES)



         IN WITNESS WHEREOF, the undersigned have set their hands.

        CAPROCK:                              CUSTOMER:

        CAPROCK COMMUNICATIONS CORP.          -------------------------------

        By:                                   By:
           -----------------------------         ----------------------------
        Name:                                 Name:
             ---------------------------           --------------------------
        Title:                                Title:
              --------------------------            -------------------------

        Address: Two Galleria Tower           Address:
                 13455 Noel Road                      -----------------------
                 Suite 1925, LB 46            -------------------------------
                 Dallas, Texas 75240          -------------------------------


        Date of Execution:                    Date of Execution:
                          ------------                          -----------







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<PAGE>   8



                                  ADDENDUM "B"
                              DEPOSIT REQUIREMENTS

         This Addendum is hereby incorporated into the underlying Agreement as
though an original part thereof.

Deposit Requirements:
                                                 Amount
           Cash Deposit       No:     Yes:       $
                                 ---      ---     ----

           Letter of Credit:  No:     Yes:       $
                                 ---      ---     ----

           Guaranty:          No:     Yes:       Full
                                 ---      ---     

         If a Cash Deposit, Letter of Credit and/or Guaranty of this account is
required for initial credit review purposes, or if an additional Deposit is
required during the term of this Agreement, Customer agrees to execute such
documentation necessary to record, perfect and/or effect such instruments for
the benefit of CapRock.


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<PAGE>   9
                      [CAPROCK COMMUNICATIONS LETTERHEAD]





UNIVERSAL CONNECTIVITY CHARGE EXEMPTION CERTIFICATION

Customer Name:                                              ("Customer")
              ----------------------------------------------
              (Full Legal Name)

Customer Address:
                 --------------------------------------------------------------

CUSTOMER submits this certification in support of its request for an exemption
from the Universal Connectivity Charge as described in CapRock Communications'
tariffs on file with the FCC.

         1.      CUSTOMER is either a telecommunications carrier that provides
             interstate telecommunications service to the public for a fee on a
             common carrier basis, or a private service provider that offers
             interstate telecommunications service to others for a fee on a non-
             common carrier basis. CUSTOMER is required to contribute to the
             universal service support mechanisms pursuant to Section 254 of the
             Communications Act (47 U.S.C. Section 254) and F.C.C. Rules and
             Orders issued to implement Section 254 (including the Universal
             Service Fund Order, CC Docket No. 96-45, FCC 97-157, released on
             May 8, 1997).

         2.      CUSTOMER has filed with the FCC a completed and signed copy of
             FCC Form 457 - Universal Service Worksheet, a copy of which
             completed form (with any confidential information blacked-out or
             erased) is attached hereto as Attachment 2. The revenue information
             filed with such form incorporates and reflects all revenue received
             by Customer in connection with the resale of the Resold Services to
             CUSTOMER's end users.

         3.      CUSTOMER acknowledges that CUSTOMER will be subject to
             Subscriber Charges under CapRock Communications' Tariff with
             respect to any purchase of CapRock Communications' services that do
             not constitute Resold Services.

         4.      If CapRock Communications waives the Universal Connectivity 
             Charge for CUSTOMER (in whole or in part) based on the information
             provided by CUSTOMER in this Certification, and CapRock
             Communications thereafter determines that inaccuracy in the
             information provided by CUSTOMER resulted in a waiver of the
             Universal Connectivity Charge with respect to charges that
             constitute CapRock Communications end-user revenues, then CapRock
             Communications may bill CUSTOMER for the amount of the Universal
             Connectivity Charge that was waived as a result of such inaccuracy.

         5.      CUSTOMER understands that its obligation to contribute to the 
             universal service support mechanisms is a legal obligation arising
             under Section 254 of the Communications Act (47 U.S.C. Section 254)
             and F.C.C. Rules and Orders issued to implement Section 254. The
             extent of obligation to pay the Universal Connectivity Charge to
             CapRock Communications, or any waiver of that charge by CapRock
             Communications. CapRock Communications' waiver determination will
             be based on the information provided by CUSTOMER in this
             Certification. In the event that CUSTOMER fails to provide accurate
             or timely information to CapRock Communications, CUSTOMER may be
             liable to both CapRock Communications for the Universal
             Connectivity Charge and to the Universal Service Administrator for
             its contribution to the universal service support mechanism.


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<PAGE>   10



         6.      CapRock Communications may require CUSTOMER to provide an 
             updated version of this Certification to CapRock Communications on
             a semi-annual basis, by October 14 and April 14 of each year in
             which the CUSTOMER files a Form 457.

         7.      CapRock Communications may provide a copy of this Certification
             to the Universal Service Administrator and/or the F.C.C. If CapRock
             Communications does so, it will request confidential treatment of
             the Certification.

         8.      CUSTOMER hereby agrees to indemnify, defend and hold harmless
             CapRock Communications, its parents, affiliates, and subsidiaries
             ("indemnified parties") from any claims, losses, liabilities,
             fines, penalties, or charges relating to the USF or related access
             charges which may be imposed upon such indemnified parties or which
             they may incur with respect to the sale of Resold Services to
             Customer, as a result CapRock Communications' acceptance of an
             reliance upon this Certificate.

         9.      The undersigned individual is authorized by CUSTOMER to make 
             this Certification on its behalf.


CUSTOMER:
         -----------------------------------------------------------------------

BY:
         -----------------------------------------------------------------------
         (signature)

         -----------------------------------------------------------------------
         (Print or type name)

TITLE:
      --------------------------------------------------------------------------

DATE:
      --------------------------------------------------------------------------

RETURN COMPLETED FORM TO:
                          CapRock Communications Corp.
                          Two Galleria Tower
                          13455 Noel Road, Suite 1925
                          LB 46
                          Dallas, Texas 75240

                          Or Fax to:
                          (972) 788-4243


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<PAGE>   11


                          CERTIFICATE OF EXEMPTION FROM
                      FEDERAL EXCISE TAX ON COMMUNICATIONS
                             SERVICES AND FACILITIES

The undersigned hereby certifies that the services furnished by CapRock
Communications Corp. are exempt from the Federal Excise Tax on communications
services and facilities because the organization is exempt under Internal
Revenue Code 4253 as marked below. At such time when the claimed status no
longer applies, written notice of recession will be submitted.

( ) A nonprofit hospital referred to in Internal Revenue Code Section 
170(b)(1)(A)(iii) which is exempt from income tax under Section 501(a).

( ) A nonprofit educational organization described in Internal Revenue Code
Section 170(b)(1)(A)(ii) which is exempt from income tax under Section
501(a).

( ) The government of the United States, or the government of any state or its
political subdivisions or the District of Columbia.

( ) An international organization described in Internal Revenue Code Section
4253(b).

( ) The service will be used exclusively in the rendering of a communications
service upon which tax is imposed by Internal Revenue Code Section 4251. It is
understood that no tax will be collected by CapRock Communications Corp. on
charges for said services and that it will be the responsibility of the
undersigned to collect such tax as may be due from its customers.

( ) Common carriers and communications companies. Certain communications
facilities used by common carriers and telephone companies. A common carrier is
one holding itself out to the public as engaged in the business of
transportation of persons or property from place to place for compensation,
offering its services to the public generally.

Exempt status effective as of                                .
                             --------------------------------

ANY MODIFICATIONS TO THE ABOVE WILL RENDER THIS CERTIFICATE NULL AND VOID.

Organization:
             -------------------------------------------------------------------
Account Number(s):
                  --------------------------------------------------------------
Federal Tax ID:
               -----------------------------------------------------------------
By (Signature):
               -----------------------------------------------------------------
Title:
      --------------------------------------------------------------------------

***All information requested must be furnished for this certificate to be
valid***


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INITIALS - CAPROCK                                      INITIALS - CUSTOMER