<PAGE> 1
                                                                         PAGE 1
                              State of Delaware

                       Office of the Secretary of State

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


      I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED
CERTIFICATE OF "ADVANCED COMMUNICATIONS GROUP, INC.", FILED IN THIS OFFICE
ON THE NINTH DAY OF OCTOBER, A.D. 1997, AT 3:10 O'CLOCK P.M.










                                             /s/ Edward J. Freel
                                             -----------------------------------
                                             Edward J. Freel, Secretary of State

2802188    8100                              AUTHENTICATION:    8900125

981043068                                              DATE:    02-03-98



<PAGE> 2

                     RESTATED CERTIFICATE OF INCORPORATION

                                     OF

                      ADVANCED COMMUNICATIONS GROUP, INC.


        The name of the corporation is Advanced Communications Group, Inc.
(the "Corporation"). The name of the Corporation as originally incorporated
was New ACG, Inc. The original certificate of incorporation of the
Corporation was filed with the Secretary of State of the State of Delaware
(the "Secretary of State") on September 29, 1997 and amended by an instrument
filed with the Secretary of State on October 9, 1997 to change the
Corporation's name to Advanced Communications Group, Inc. This Restated
Certificate of Incorporation amends and restates the Corporation's original
certificate of incorporation, and amended, and was duly adopted in accordance
with Section 241 and Section 245 of the General Corporation Law of the State
of Delaware. The Corporation certifies that it has not authorized the issuance
of any of its stock or received any payment therefor.


                                    ARTICLE I
                                    ---------

        The name of the Corporation is Advanced Communications Group, Inc.


                                    ARTICLE II
                                    ----------

        The address of the Corporation's registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, County of New Castle,
Wilmington, Delaware 19801. The name of the Corporation's registered agent at
such address is The Corporation Trust Company.


                                    ARTICLE III
                                    -----------

        The purpose of the Corporation shall be to engage in any lawful act
or activity for which corporations may be organized and incorporated under the
General Corporation Law of the State of Delaware.


                                    ARTICLE IV
                                    ----------

        Section 1. Authorized Capital. The Corporation shall be authorized to
                   ------------------
issue two hundred million (200,000,000) shares of capital stock, of which
one hundred eighty million (180,000,000) shares shall be shares of Common
Stock, $.0001 par value per share ("Common Stock"), and twenty million
(20,000,000) shares shall be shares of Preferred Stock, $.0001 par value
per share ("Preferred Stock").

        Section 2. Preferred Stock. The Board of Directors is hereby expressly
                   ---------------
authorized, subject to any limitations prescribed by applicable law, to provide
from time to time for the issuance of shares of Preferred Stock in one or more
series, and to determine the number of shares of each series and to fix for
each series of Preferred Stock such voting powers, full or limited or no voting
powers, and such designations, preferences and relative, participating,
optional or other special rights, and such qualifications, limitations or
restrictions thereof, as shall be stated and expressed in the


<PAGE> 3

resolution or resolutions adopted by the Board of Directors or a duly
authorized committee thereof providing for the issue of such series.

        The authority of the Board of Directors with respect to each series
shall include, but not be limited to, determination of the following:

                 (a)    the designated number of shares of such series, which
        may subsequently be increased or decreased (but not below the number
        of shares of that series then outstanding) by resolution of the Board
        of Directors, without the consent of the holders of any outstanding
        shares of Common Stock or Preferred Stock, and the distinctive
        designation thereof;

                 (b)    the voting powers, full or limited, if any, of the
        shares of such series;

                 (c)    the rights in respect of dividends on the shares of
        such series, whether dividends shall be cumulative and, if so, from
        which date or dates and the relative rights of priority, if any, of
        payment of dividends on shares of such series and any limitations,
        restrictions or conditions on the payment of dividends;

                 (d)    the terms and conditions (including the price or prices
        which may vary under different conditions and at different redemption
        dates), if any, upon which all or any part of the shares of such series
        may be redeemed, and any limitations, restrictions or conditions on
        such redemption;

                 (e)    the terms, if any, upon which the shares of such series
        shall be convertible into or exchangeable for shares of any other
        class, classes, or series, or other securities, whether or not issued
        by the Corporation;

                 (f)    the relative amounts, and the relative rights or
        priority, if any, or payment in respect to shares of such series, which
        the holders of the shares of such series shall be entitled to receive
        upon liquidation, dissolution or winding up of the Corporation;

                 (g)    the terms, if any, of any purchase, retirement or
        sinking fund to be provided for the shares of such series;

                 (h)    the restrictions, limitations and conditions, if any,
        upon issuance of indebtedness and shares of the same series or of any
        other class or series of the Corporation during the period any shares
        of such series are outstanding; and


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<PAGE> 4

                 (i)    any other preferences and relative, participating,
        optional or other rights or limitations not inconsistent with
        applicable law, the provisions of this ARTICLE IV or any resolution of
        the Board of Directors, or a duly authorized committee thereof,
        pursuant thereto.

        Section 3. Reacquired Stock. Subject to the requirements of applicable
                   ----------------
law, shares of any series of Preferred Stock which have been redeemed or
converted, or which have been issued and reacquired in any manner, and retired
shall have the status of authorized and unissued shares of Preferred Stock and
may be reissued by the Board of Directors as shares of the same or any other
series of Preferred Stock.

        Section 4. No Preemptive Rights. No holder of any shares of Common
                   --------------------
Stock or series of Preferred Stock, or any other security, option, warrant or
right issued by the Corporation, shall have any preemptive rights to subscribe
to any additional shares of Common Stock or any series of Preferred Stock, or
any other security, option, warrant or right issued by the Corporation, or any
security convertible into any series of Common Stock or Preferred Stock, or
any other security, option, warrant or right when now or hereinafter authorized
or issued by the Corporation, provided, however, subject to the rights of any
                              --------  -------
holder of Common Stock or any series of Preferred Stock, that pursuant to a
resolution or resolutions adopted by the Board of Directors, or any duly
authorized committee thereof, the Corporation may issue and dispose of any
securities (including, without limitation, Common Stock and Preferred Stock)
convertible into or carrying options, warrants or other rights to purchase or
otherwise acquire any other security or securities of the Corporation to such
persons or other entities and upon such terms and for such consideration as
the Board of Directors may determine and as may be permitted by applicable law,
without offering any such securities, either in whole or in part, to the
existing holders of any security of the Corporation.

        Section 5. Exclusive Rights of Common Stock. Subject to the rights of
                   --------------------------------
the holders of any series of Preferred Stock, and except as otherwise provided
by law, the Common Stock shall have the exclusive right to vote for the
election of directors of the Corporation (each a "Director") and for all other
purposes. The number of authorized shares of Common Stock and Preferred Stock
may be increased or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of a majority in voting
power of the stock of the Corporation entitled to vote thereon irrespective of
the provisions of Section 242(b)(2) of the General Corporation Law of the
State of Delaware (or any successor provision thereto), and no vote of the
holders of either the Common Stock or the Preferred Stock voting separately
as a class shall be required therefor.

        Section 6. Voting Rights of Common Stock. Each outstanding share of
                   -----------------------------
Common Stock shall entitle the holder thereof to one vote on each matter
properly submitted to the stockholders of the Corporation for their vote,
consent, waiver, release or other action.


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<PAGE> 5

        Section 7. Record Holders. The Corporation shall be entitled to treat
                   --------------
the person in whose name any share of its stock is registered in the records
of the Corporation, or with any agent of the Corporation employed as the stock
transfer agent of the Corporation, as the owner thereof for all purposes, and
the Corporation shall not be bound to recognize any equitable or other claim
to, or interest in, such share on the part of any other person or entity,
whether or not the Corporation shall have notice of such claim, except as
expressly provided by applicable law.


                                  ARTICLE V
                                  ---------

        Section 1. Annual Meetings of Stockholders. The annual meetings of
                   -------------------------------
stockholders of the Corporation (each a "Stockholder" and collectively,
"Stockholders") shall be held on such date and at such place and time as may
be fixed by resolution of the Board of Directors.

        Section 2. Calling of Special Meetings of Stockholders. Subject to the
                   -------------------------------------------
rights of the holders of any series of Preferred Stock, and to the requirements
of applicable law, special meetings of Stockholders may be called only by
either (a) the Chairman of the Board of Directors, or (b) by the Board of
Directors pursuant to a resolution adopted by a majority of the total number
of Directors which the Corporation would have if there were no vacancies or
unfilled newly-created directorships (the "Whole Board").

        Notwithstanding any other provisions of this Restated Certificate of
Incorporation, and notwithstanding that a lesser percentage may be permitted
from time to time by applicable law, no provision of this Section 2 of
ARTICLE V may be altered, amended or repealed in any respect, nor may any
provision inconsistent therewith be adopted, unless such alteration, amendment,
repeal or adoption is approved by the affirmative vote of the holders of at
least 80 percent of the combined voting power of the then outstanding shares
of the Corporation's stock entitled to vote generally in the election of
Directors ("Voting Stock"), voting together as a single class.

        Section 3. Chairman of Stockholder Meetings. Each annual and special
                   --------------------------------
meeting of Stockholders shall be presided over by a Chairman, who shall have
the exclusive authority to, among other things, determine (a) whether business
and nominations have been properly brought before such meetings, and (b) the
order in which business and nominations properly brought before such meeting
shall be considered. The Chairman of each annual and special meeting shall be
the Chairman of the Board of Directors, or such person as shall be appointed
by the resolution approved by the majority of the Board of Directors.

        Notwithstanding any other provisions of this Restated Certificate of
Incorporation, and notwithstanding that a lesser percentage may be permitted
from time to time by applicable law, no provision of this Section 3 of
ARTICLE V may be altered, amended or repealed in any respect, nor may any
provision inconsistent therewith be adopted, unless such alteration,
amendment, repeal


                                    -4-
<PAGE> 6

or adoption is approved by the affirmative vote of the holders of at least
80 percent of the combined voting power of the outstanding shares of Voting
Stock, voting together as a single class.

        Section 4. Notice of Stockholder Business and Nominations.
                   ----------------------------------------------

                 (a)    Annual Meetings of Stockholders.
                        -------------------------------

                        (i)    Nominations of persons for election to the Board
        of Directors and the proposal of business to be considered by the
        Stockholders may be made at an annual meeting of Stockholders (A)
        pursuant to the Corporation's notice of meeting, (B) by or at the
        direction of the Board of Directors or (C) by any Stockholder who was
        a Stockholder of record at the time of giving of notice provided for
        in this Section, who is entitled to vote at the meeting and who
        complies with the notice procedures set forth in this Section.

                        (ii)   For nominations or other business to be properly
        brought before an annual meeting by a Stockholder pursuant to Section
        4(a)(i)(C) of this ARTICLE V, the Stockholder must have given timely
        notice thereof in writing to the Secretary of the Corporation and such
        other business must otherwise be a proper matter for Stockholder action.
        To be timely, a Stockholder's notice shall be delivered to the Secretary
        at the principal executive offices of the Corporation not later than the
        close of business on the 60th day nor earlier than the close of business
        on the 90th day prior to the first anniversary of the preceding year's
        annual meeting; provided, however, that in the event that the date of
                        --------  -------
        the annual meeting is more than 30 days before or more than 60 days
        after such anniversary date, notice by the Stockholder to be timely
        must be so delivered not earlier than the close of business on the 90th
        day prior to such annual meeting and not later than the close of
        business on the later of the 60th day prior to such annual meeting or
        the tenth day following the day on which public announcement of the
        date of such meeting is first made by the Corporation. In no event
        shall the public announcement of an adjournment of an annual meeting
        commence a new time period for the giving of a Stockholder's notice as
        described above. Such Stockholder's notice shall set forth:

                               (A)    as to each person whom the Stockholder
                 proposes to nominate for election or reelection as a Director
                 all information relating to such person that is required to
                 be disclosed in solicitations of proxies for election of
                 Directors in an election contest, or is otherwise required,
                 in each case pursuant to Regulation 14A under the Securities
                 Exchange Act of 1934, as amended (the "Exchange Act"), and
                 Rule 14a-11 thereunder (including


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<PAGE> 7

                 such person's written consent to being named in the proxy
                 statement as a nominee and to serving as a Director if
                 elected);

                               (B)    as to any other business that the
                 Stockholder proposes to bring before the meeting, a brief
                 description of the business desired to be brought before
                 the meeting, the reasons for conducting such business at the
                 meeting and any material interest in such business of such
                 Stockholder and the beneficial owner, if any, on whose behalf
                 the proposal is made; and

                               (C)    as to the Stockholder giving the notice
                 and the beneficial owner, if any, on whose behalf the
                 nomination or proposal is made (1) the name and address of
                 such Stockholder, as they appear on the Corporation's books,
                 and of such beneficial owner, (2) the class and number of
                 shares of the Corporation which are owned beneficially and of
                 record by such shareholder and such beneficial owner, and (3)
                 whether the proponent intends (or is part of a group which
                 intends) to solicit proxies from other stockholders in
                 support of such nomination or proposal.

                        (iii)  Notwithstanding anything in the second sentence
        of Section 4(a)(ii) of this ARTICLE V to the contrary, in the event that
        the number of Directors to be elected to the Board of Directors is
        increased and there is no public announcement by the Corporation naming
        all of the nominees for Director or specifying the size of the
        increased Board of Directors at least 70 days prior to the first
        anniversary of the preceding year's annual meeting, a Stockholder's
        notice required by this Section shall also be considered timely, but
        only with respect to nominees for any new positions created by such
        increase, if it shall be delivered to the Secretary at the principal
        executive offices of the Corporation not later than the close of
        business on the tenth day following the day on which such public
        announcement is first made by the Corporation.

                 (b)    Special Meetings of Stockholders. Only such business
                        --------------------------------
   shall be conducted at a special meeting of Stockholders as shall have been
   brought before the meeting pursuant to the Corporation's notice of meeting.
   Nominations of persons for election to the Board of Directors may be made
   at a special meeting of Stockholders at which Directors are to be elected
   pursuant to the Corporation's notice of meeting (a) by or at the direction
   of the Board of Directors or (b) provided that the Board of Directors has
   determined that Directors shall be elected at such meeting, by any
   Stockholder who is a Stockholder of record at the time of giving of notice
   provided for in this Section 4, who shall be entitled to vote at the meeting
   and who complies with the notice procedures set forth in this Section 4.
   In the event the Corporation calls a special meeting of Stockholders for the
   purpose of electing one or


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<PAGE> 8

   more Directors to the Board of Directors, any such Stockholder may nominate
   a person or persons (as the case may be), for election to such position(s)
   as specified in the Corporation's notice of meeting, if the Stockholder's
   notice required by Section 4(a)(ii) of this ARTICLE V shall be delivered
   to the Secretary at the principal executive offices of the Corporation not
   earlier than the close of business on the 90th day prior to such special
   meeting and not later than the close of business on the later of the 60th
   day prior to such special meeting or the tenth day following the day on
   which public announcement is first made of the date of the special meeting
   and of the nominees proposed by the Board of Directors to be elected at such
   meeting. In no event shall the public announcement of an adjournment of a
   special meeting commence a new time period for the giving of a Stockholder's
   notice as described above.

                 (c)    General.
                        -------

                        (i)    Only such persons who are nominated in
        accordance with the procedures set forth in this Section 4 shall be
        eligible to serve as Directors and only such business shall be
        conducted at a meeting of Stockholders as shall have been brought
        before the meeting in accordance with the procedures set forth in this
        Section 4. Except as otherwise provided by applicable law, the
        Chairman of the meeting shall have the power and duty to determine
        whether a nomination or any business proposed to be brought before the
        meeting was made or proposed, as the case may be, in accordance with
        procedures set forth in this Section 4 and, if any proposed
        nomination or business is not in compliance with this Section 4, to
        declare that such defective proposal or nomination shall be disregarded.

                        (ii)   For purposes of this Section 4, "public
        announcement" shall mean disclosure in a press release reported by the
        Dow Jones News Service, Associated Press or comparable national news
        service or in a document publicly filed by the Corporation with the
        Securities and Exchange Commission pursuant to Section 13, 14 or 15(d)
        of the Exchange Act.

                        (iii)  Notwithstanding the foregoing provisions of
        this Section 4, a Stockholder shall also comply with all applicable
        requirements of the Exchange Act and the rules and regulations
        thereunder with respect to the matters set forth in this Section 4.
        Nothing in this Section 4 shall be deemed to affect any rights.

                               (A)    of Stockholders to request inclusion of
                 proposals in the Corporation's proxy statement pursuant to
                 Rule 14a-8 under the Exchange Act; or


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<PAGE> 9

                               (B)    of the holders of any series of Preferred
                 Stock to elect Directors under specified circumstances.

        Notwithstanding any other provisions of this Restated Certificate of
Incorporation, and notwithstanding that a lesser percentage may be permitted
from time to time by applicable law, no provision of this Section 4 of
ARTICLE V may be altered, amended or repealed in any respect, nor may any
provision inconsistent therewith be adopted, unless such alteration, amendment,
repeal or adoption is approved by the affirmative vote of the holders of at
least 80 percent of the combined voting power of the then outstanding shares
of Voting Stock, voting together as a single class.

        Section 5. Election of Directors
                   ---------------------

                 (a)    Method of Election. Election of Directors at all
                        ------------------
   meetings of the Stockholders at which Directors are to be elected need not
   be by written ballot and instead may be made by voice vote.

                 (b)    Required Vote. At all meetings of Stockholders at which
                        -------------
   Directors are to be elected, a plurality of the combined voting power of the
   then outstanding shares of Voting Stock cast thereat shall elect Directors.
   Each share of Common Stock shall be entitled to one vote, in person or by
   proxy. Each share of any series of Preferred Stock shall be entitled to that
   number of votes as designated by the Board of Directors in the resolution
   establishing such issuance or series. Cumulative voting for the election of
   Directors is expressly not permitted.

        Section 6. Elections Other Than For Directors.
                   ----------------------------------

                 (a)    Method of Voting. Unless and except to the extent that
                        ----------------
   the By-Laws of the Corporation shall so require, all voting by Stockholders,
   except the election of Directors of the Corporation, need not be by written
   ballot and instead may be made by voice vote.

                 (b)    Required Vote. Subject to the rights of holders of
                        -------------
   any series of Preferred Stock, and except as otherwise provided by law,
   applicable stock exchange rules or this Restated Certificate of
   Incorporation, in all matters other than the election of Directors, the
   affirmative vote of a majority of the shares present in person or
   represented by proxy at the meeting and entitled to vote on the matter shall
   be the act of the Stockholders.

        Section 7. Inspectors of Elections; Opening and Closing the Pools. To
                   ------------------------------------------------------
the extent required by applicable law, the Board of Directors by resolution
shall appoint one or more inspectors, which inspector or inspectors may include
individuals who serve the Corporation in other capacities,


                                    -8-
<PAGE> 10

including, without limitation, as officers, employees, agents or
representatives, to act at the meetings of Stockholders and make a written
report thereof. One or more persons may be designated as alternate inspectors
to replace any inspector who fails to act. If no inspector or alternate has
been appointed to act or is able to act at a meeting of Stockholders, the
Chairman of the meeting shall appoint one or more inspectors to act at the
meeting. Each inspector, before discharging his or her duties, shall take and
sign an oath faithfully to execute the duties of inspector with strict
impartiality and according to the best of his or her ability. The inspectors
shall have the duties prescribed by law.

        The Chairman of the meeting shall fix and announce at the meeting the
date and time of the opening and the closing of the polls for each matter upon
which the Stockholders will vote at a meeting.

        Section 8. Stockholder Inspection of Corporate Records. Except as
                   -------------------------------------------
otherwise provided by applicable law, the Board of Directors shall have the
power to determine from time to time whether and, if allowed, under what
conditions, circumstances and regulations the books and records of the
Corporation shall be open to inspection by the Stockholders, and the
Stockholders' ability to inspect any of the books and records or any other
document of the Corporation are and shall be restricted or limited according
to the determination of the Board of Directors.

        Section 9. No Stockholder Action by Written Consent. Subject to the
                   ----------------------------------------
rights of the holders of any series of Preferred Stock, any action required or
permitted to be taken by the Stockholders must be effected at a duly called
annual or special meeting of Stockholders and may not be effected without such
a meeting by any consent in writing by such holders.

        Notwithstanding any other provisions of this Restated Certificate of
Incorporation, and notwithstanding that a lesser percentage may be permitted
from time to time by applicable law, no provision of this Section 9 of
ARTICLE V may be altered, amended or repealed in any respect, nor may any
provision inconsistent therewith be adopted, unless such alteration, amendment,
repeal or adoption is approved by the affirmative vote of the holders of at
least 80 percent of the combined voting power of the then outstanding shares
of Voting Stock, voting together as a single class.

        Notwithstanding any other provision of this Restated Certificate of
Incorporation, Section 9 of ARTICLE V shall only become effective upon the
consummation of the Corporation's initial underwritten public offering of its
Voting Stock.


                                    -9-
<PAGE> 11


                                  ARTICLE VI
                                  ----------

        Section 1. Corporate Governance. The business and affairs of the
                   --------------------
Corporation shall be managed by or under the direction of its Board of
Directors.

        Section 2. Number. Subject to the rights of the holders of any series
                   ------
of Preferred Stock, the number of Directors constituting the Whole Board of
Directors shall not be less than three nor more than twelve. Subject to the
rights of the holders of any series of Preferred Stock, the number of Directors
shall be fixed from time to time exclusively pursuant to a resolution adopted
by a majority of the Whole Board.

        Section 3. Qualifications.
                   --------------

                 (a)    No person shall be nominated for election, nor elected,
   as a Director of the Corporation if such person (i) has attained the age of
   80 as of such nomination or election, or (ii) will attain the age of 80
   prior to the expiration of the term of office he is being nominated or
   elected for.

                 (b)    No person may be a Director of the Corporation after
   conviction of any offense under applicable law punishable by a term of
   imprisonment exceeding one year or by death during the period after such
   conviction that such person in connection with such conviction is
   incarcerated, on parole, subject to court order or supervision, or subject
   to supervision of any agency of a state or the federal government.

        Section 4. Tenure. Commencing with the first annual meeting of
                   ------
Stockholders, the Directors, other than those who may be elected by the holders
of any series of Preferred Stock, shall be divided, with respect to the time
for which they severally hold office, into three classes, as nearly equal in
number as is reasonably possible, with the term of office of the first class to
expire at the second annual meeting of Stockholders, the term of office of the
second class to expire at the third annual meeting of Stockholders and the term
of office of the third class to expire at the fourth annual meeting of
Stockholders, with each Director to hold office until his or her successor
shall have been duly elected and qualified. At each annual meeting of
Stockholders, commencing with the second annual meeting, (i) Directors elected
to succeed those Directors whose terms then expire shall be elected for a term
of office to expire at the third succeeding annual meeting of Stockholders
after their election, with each Director to hold office until his or her
successor shall have been duly elected and qualified, and (ii) if authorized
by a resolution of the Board of Directors, Directors may be elected to fill
any vacancy on the Board of Directors, regardless of how such vacancy shall
have been created.

        Section 5. Vacancies. Subject to applicable law and the rights of the
                   ---------
holders of any series of Preferred Stock, vacancies resulting from death,
resignation, retirement, disqualification,


                                    -10-
<PAGE> 12

removal from office or other cause, and newly created directorships resulting
from any increase in the authorized number of Directors, may be filled by the
affirmative vote of a majority of the remaining Directors, though less than a
quorum of the Board of Directors, and Directors so chosen shall hold office
for a term expiring at the annual meeting of Stockholders at which the term of
office of the class to which they have been elected expires and until such
Director's successor shall have been duly elected and qualified. No decrease
in the number of authorized Directors constituting the Whole Board shall
shorten the term of any incumbent Director.

        Section 6. Removal. Subject to the rights of the holders of any series
                   -------
of Preferred Stock, any Director, or the entire Board of Directors, may be
removed from office at any time, but only for cause and only by the affirmative
vote of the holders of at least 80 percent of the combined voting power of the
then outstanding shares of Voting Stock, voting together as a single class.

        Section 7. Rights of Classes Separately to Elect Directors.
                   -----------------------------------------------
Notwithstanding anything else contained in this Restated Certificate of
Incorporation, whenever holders of any one or more series of Preferred Stock
shall have the right, voting separately by class, classes or series, to elect
Directors at any annual or special meeting of Stockholders, the election, term
of office, filling of vacancies and other features of such directorships shall
be governed by the provisions of this Restated Certificate of Incorporation,
including any applicable resolutions of the Board of Directors adopted pursuant
to ARTICLE IV hereof. Directors so elected shall not be divided into classes
and shall be elected by such holders annually unless expressly provided
otherwise by those provisions or resolutions, and, during the prescribed terms
of office of those Directors, the Board of Directors shall consist of a number
of Directors equal to the number of those Directors plus the number of Directors
determined as provided in Section 2 of ARTICLE VI.

        Section 8. Amendment. Notwithstanding any other provisions of this
                   ---------
Restated Certificate of Incorporation, and notwithstanding that a lesser
percentage may be permitted from time to time by applicable law, no provision
of this ARTICLE VI may be altered, amended or repealed in any respect, nor
may any provision inconsistent therewith be adopted, unless such alteration,
amendment, repeal or adoption is approved by the affirmative vote of the
holders of at least 80 percent of the combined voting power of the then
outstanding shares of Voting Stock, voting together as a single class.


                                 ARTICLE VII
                                 -----------

        Section 1. Director Amendment of By-Laws. In furtherance and not in
                   -----------------------------
limitation of the powers conferred by applicable law, the Board of Directors is
expressly authorized and empowered to make, alter, amend and repeal any or all
of the provisions of the By-Laws of the Corporation by a majority vote at any
regular or special meeting of the Board of Directors or by written consent.


                                    -11-
<PAGE> 13

        Section 2. Stockholder Amendment of By-Laws. Stockholders shall have
                   --------------------------------
the power to make, alter, amend and repeal the By-Laws of the Corporation by
the affirmative vote of the holders of at least 80 percent of the combined
voting power of the then outstanding shares of Voting Stock, voting together
as a single class.


                                 ARTICLE VIII
                                 ------------

        Section 1. Elimination of Certain Liability of Directors. A Director of
                   ---------------------------------------------
the Corporation shall not be personally liable to the Corporation or its
Stockholders for monetary damages for breach of fiduciary duty as a Director,
except for liability (i) for any breach of the Director's duty of loyalty to
the Corporation or its Stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the General Corporation Law of the State of
Delaware, or (iv) for any transaction from which the Director derived an
improper personal benefit. No amendment, alteration or repeal of, nor the
adoption of any provision inconsistent with, any provision of this Section 1
of ARTICLE VIII, which shall in any manner increase the actual or potential
liability of any Director of the Corporation, shall apply to or have any
effect on the liability or alleged liability of any such Director for or with
respect to actions or omissions of such Director occurring prior to such
amendment, alteration, repeal or adoption.

        Section 2. Indemnification and Insurance.
                   -----------------------------

                 (a)    Right to Indemnification. Each person who was or is
                        ------------------------
   made a party or is threatened to be made a party to or is involved in any
   action, suit or proceeding, whether civil, criminal, administrative or
   investigative (hereinafter a "proceeding"), by reason of the fact that he
   or she, or a person of whom he or she is the legal representative, is or
   was a Director or officer of the Corporation or, while a Director or officer
   of the Corporation, is or was serving at the request of the Corporation as
   a Director, officer, employee or agent of another corporation or of a
   partnership, joint venture, trust or other enterprise, including service
   with respect to employee benefit plans, whether the basis of such proceeding
   is alleged action in an official capacity as a Director, officer, employee
   or agent or in any other capacity while serving as a Director, officer,
   employee or agent, shall be indemnified and held harmless by the
   Corporation to the fullest extent authorized by the General Corporation Law
   of the State of Delaware, as the same exists or may hereafter be amended,
   against all expense, liability and loss (including attorneys' fees,
   judgments, fines, amounts paid or to be paid in settlement, and excise taxes
   or penalties arising under the Employee Retirement Income Security Act of
   1974) reasonably incurred or suffered by such person in connection
   therewith and such indemnification shall continue as to a person who has
   ceased to be a Director or officer and shall inure to the benefit of his or
   her heirs, executors and administrators; provided, however, that, except
                                            --------  -------
   as provided in paragraph (b) hereof, the Corporation shall indemnify any
   such person seeking indemnification in connection with a proceeding (or part


                                    -12-
<PAGE> 14

   thereof) initiated by such person only if such proceeding (or part thereof)
   was authorized by the Board of Directors. The right to indemnification
   conferred in this Section shall be a contract right and shall include the
   right to be paid by the Corporation the expenses incurred in defending any
   such proceeding in advance of its final disposition; provided, however,
                                                        --------  -------
   that, if the General Corporation Law of the State of Delaware requires, the
   payment of such expenses incurred by a Director or officer in his or her
   capacity as a Director or officer (and not in any other capacity in which
   service was or is rendered by such person while a Director or officer,
   including, without limitation, service to an employee benefit plan) in
   advance of the final disposition of a proceeding, shall be made only upon
   delivery to the Corporation of an undertaking, by or on behalf of such
   Director or officer, to repay all amounts so advanced if it shall ultimately
   be determined that such Director or officer is not entitled to be indemnified
   under this Section or otherwise. The Corporation may, by action of the Board
   of Directors, provide indemnification to employees and agents of the
   Corporation with the same scope and effect as the foregoing indemnification
   of Directors and officers.

                 (b)    Right of Claimant to Bring Suit. If a claim under
                        -------------------------------
   paragraph (a) of this Section is not paid in full by the Corporation within
   30 days after a written claim has been received by the Corporation, the
   claimant may at any time thereafter bring suit against the Corporation to
   recover the unpaid amount of the claim and, if successful in whole or in
   part, the claimant shall be entitled to be paid also the expense of
   prosecuting such claim. It shall be a defense to any such action (other
   than an action brought to enforce a claim for expenses incurred in
   defending any proceeding in advance of its final disposition where the
   required undertaking, if any is required, has been tendered to the
   Corporation) that the claimant has not met the standards of conduct which
   make it permissible under the General Corporation Law of the State of
   Delaware for the Corporation to indemnify the claimant for the amount
   claimed, but the burden of proving such defense shall be on the
   Corporation. Neither the failure of the Corporation (including its Board
   of Directors, independent legal counsel, or its Stockholders) to have made a
   determination prior to the commencement of such action that indemnification
   of the claimant is proper in the circumstances because he or she has met
   the applicable standard of conduct set forth in the General Corporation Law
   of the State of Delaware,  nor an actual determination by the Corporation
   (including its Board of Directors, independent legal counsel, or its
   Stockholders) that the claimant has not met such applicable standard of
   conduct, shall be a defense to the action or create a presumption that the
   claimant has not met the applicable standard of conduct.

                 (c)    Non-Exclusivity of Rights. The right to indemnification
                        -------------------------
   and the payment of expenses incurred in defending a proceeding in advance
   of its final disposition conferred in this Section shall not be exclusive of
   any other right which any person may have or hereafter acquire under any
   statute, provision of this Restated Certificate of Incorporation,


                                    -13-
<PAGE> 15

   By-Laws, agreement, vote of Stockholders or disinterested Directors of
   the Corporation or otherwise.

                 (d)    Insurance. The Corporation may maintain insurance, at
                        ---------
   its expense, to protect itself and any Director, officer, employee or agent
   of the Corporation or another corporation, partnership, joint venture, trust
   or other enterprise against any such expense, liability or loss, whether or
   not the Corporation would have the power to indemnify such person against
   such expense, liability or loss under the General Corporation Law of the
   State of Delaware.

                 (e)    Amendment. No amendment, alteration or repeal of, nor
                        ---------
   the adoption of any provision inconsistent with, any provision of Section 2
   of ARTICLE VIII, which shall in any manner increase the actual or potential
   liability of any Director of the Corporation shall apply to or have any
   effect on the liability or alleged liability of any such Director for or
   with respect to actions or omissions of such Director occurring prior to
   such amendment, alteration, repeal or adoption.

        Section 3. Amendment. Notwithstanding any other provisions of this
                   ---------
Restated Certificate of Incorporation, and notwithstanding that a lesser
percentage may be permitted from time to time by applicable law, no provision
of this ARTICLE VIII may be altered, amended or repealed  in any respect, nor
may any provision inconsistent therewith be adopted, unless such alteration,
repeal or adoption is approved by the affirmative vote of the holders of at
least 80 percent of the combined voting power of the then outstanding shares of
Voting Stock, voting together as a single class.


                                 ARTICLE IX
                                 ----------

        The Corporation reserves the right at any time from time to time to
amend, alter, change or repeal any provision contained in this Restated
Certificate of Incorporation, and any other provisions authorized by the laws
of the State of Delaware at the time in force may be added or inserted, in
the manner now or hereafter prescribed by applicable law; and all rights,
preferences and privileges of whatsoever nature conferred upon Stockholders,
Directors or any other persons whomsoever by and pursuant to this Restated
Certificate of Incorporation in its present form or as hereafter amended are
granted subject to the right reserved in this ARTICLE IX.


                                    -14-
<PAGE> 16

        IN WITNESS WHEREOF, the Corporation has caused this Restated
Certificate of Incorporation to be signed by Rod K. Cutsinger, its Chairman
of the Board, President and Chief Executive Officer, this 9th day of
October, 1997.



                                       By: /s/ Rod K. Cutsinger
                                          ------------------------------------
                                           Rod K. Cutsinger


                                    -15-
<PAGE> 17

                                                                         PAGE 1
                              State of Delaware

                       Office of the Secretary of State

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


      I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF "ADVANCED COMMUNICATIONS GROUP, INC.", FILED IN THIS OFFICE
ON THE SEVENTEENTH DAY OF FEBRUARY, A.D. 1998, AT 12:30 O'CLOCK P.M.










                             [SEAL]          /s/ Edward J. Freel
                                             -----------------------------------
                                             Edward J. Freel, Secretary of State

2802188    8100                              AUTHENTICATION:    8923656

981060557                                              DATE:    02-17-98



<PAGE> 18

                         CERTIFICATE OF AMENDMENT

                                     OF

                        CERTIFICATE OF INCORPORATION


        Advanced Communications Group, Inc., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware (the "Company"), DOES HEREBY CERTIFY:

        FIRST: That pursuant to Section 242(b) of the General Corporation Law
of the State of Delaware ("GCL"), the directors of the Company duly and
unanimously adopted resolutions proposing the amendment of the Restated
Certificate of Incorporation of the Company filed October 9, 1997 (the
"Restated Certificate"), declaring such amendment to be advisable and
submitting such amendment to the sole stockholder for consideration, and the
sole shareholder of the Company approved such resolutions by written consent
pursuant to Section 228 of the GCL. The resolutions setting forth the
amendment are as follows:

                 RESOLVED, that the Restated Certificate be amended by
        changing Article VI, Section 3, by deleting the word "twelve" and
        substituting the word "fourteen", and further

                 RESOLVED, that Article VI, Section 4, of the Restated
        Certificate be amended by deleting such section and replacing it in
        its entirety by the following:

                 Section 4. Tenure. Effective upon the due consummation
                            ------
                 of the Corporation's initial underwritten public
                 offering of its Voting Stock, the Directors, other
                 than those who may be elected by the holder of any
                 series of Preferred Stock, shall be divided, with
                 respect to the time for which they severally hold
                 office, into three classes, as nearly equal in
                 number as is reasonably possible, with the term of
                 office of the first class to expire at the next
                 annual meeting of Stockholders thereafter, the
                 term of office of the second class to expire at
                 the second annual meeting of Stockholders thereafter
                 and the term of office of the third class to
                 expire at the third annual meeting of Stockholders
                 thereafter, with each Director to hold office
                 until his or her successor shall have been duly
                 elected and qualified. At each annual meeting of
                 Stockholders, commencing with such first annual
                 meeting after such



<PAGE> 19

                 initial underwritten public offering (i) Directors
                 elected to succeed those Directors whose terms
                 then expire shall be elected for a term of office
                 to expire at the third succeeding annual meeting
                 of Stockholders after their election, with each
                 Director to hold office until his or her successor
                 shall have been duly elected and qualified, and
                 (ii) if authorized by a resolution of the Board
                 of Directors, Directors may be elected to fill
                 any vacancy on the Board of Directors, regardless
                 of how such vacancy shall have been created.

        SECOND: That said amendment was duly proposed and adopted in
accordance with the provisions of Sections 242 and 228 of the General
Corporation Law of the State of Delaware.

        IN WITNESS WHEREOF, the Company has caused this certificate to be
signed by William H. Zimmer III, its Executive Vice President, as of the
17th day of February, 1998.


                                       Advanced Communications Group, Inc.


                                       By: /s/ William H. Zimmer III
                                          ------------------------------------
                                          Name: William H. Zimmer III
                                          Title: Executive Vice President


                                    -2-
<PAGE> 20

                                                                         PAGE 1
                              State of Delaware

                       Office of the Secretary of State

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


      I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
DESIGNATION OF "ADVANCED COMMUNICATIONS GROUP, INC.", FILED IN THIS OFFICE
ON THE SEVENTEENTH DAY OF FEBRUARY, A.D. 1998, AT 12:31 O'CLOCK P.M.










                             [SEAL]          /s/ Edward J. Freel
                                             -----------------------------------
                                             Edward J. Freel, Secretary of State

2802188    8100                              AUTHENTICATION:    8923706

981065598                                              DATE:    02-17-98



<PAGE> 21

                        CERTIFICATE OF DESIGNATIONS

                                    OF

              SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK

                                    OF

                    ADVANCED COMMUNICATIONS GROUP, INC.


Advanced Communications Group, Inc., a Delaware corporation (the
"Corporation"), does hereby certify that the following resolution was duly
adopted on February 11, 1998 by the Board of Directors of the Corporation
(the "Board of Directors") at a meeting duly convened and held pursuant to
authority conferred upon the Board of Directors by the provisions of the
Certificate of Incorporation of the Corporation that authorize the issuance
of up to 20,000,000 shares of preferred stock, par value $.0001 per share
("Preferred Stock"):

     BE IT RESOLVED, that the Issuance of a series of Preferred Stock of
     Advanced Communications Group, Inc. (the "Corporation") is hereby
     authorized, and the designation, powers, preferences and relative,
     participating, optional and other special rights and qualifications,
     limitations and restrictions thereof, of the shares of said series,
     in addition to those set forth in the Certificate of Incorporation of
     the Corporation, are hereby fixed as follows:

           SECTION 1. DESIGNATION. The distinctive serial designation of said
           series shall be "Series A Redeemable Convertible Preferred Stock"
           (hereinafter called "Series A"). Each share of Series A shall be
           identical in all respects with all other shares of Series A.

           SECTION 2. NUMBER OF SHARES. The number of shares in Series A shall
           be 142,857, which number may from time to time be increased (but
           not in excess of the total number of authorized shares of Preferred
           Stock) or decreased (but not below the number of shares of Series A
           then outstanding) by the Board of Directors. Shares of Series A
           that are redeemed, purchased or otherwise acquired by the
           Corporation or converted into Common Stock shall be cancelled and
           shall revert to authorized but unissued shares of Preferred Stock
           undesignated as to series.

           SECTION 3. DEFINITIONS. As used herein with respect to Series A,
           the following terms shall have the following meanings:

           (a)   The term "junior stock" shall mean the Common Stock and any
                 other class or series of stock of the Corporation hereafter
                 authorized over which Series A has preference or priority in
                 the distribution of assets on any voluntary or involuntary
                 liquidation, dissolution or winding up of the Corporation.

           (b)   The term "parity stock" shall mean any other class or series
                 of stock of the Corporation hereafter authorized which ranks
                 on a parity with Series A in the distribution of assets on any
                 voluntary or involuntary liquidation, dissolution or winding
                 up of the Corporation.

           (c)   The term "senior stock" shall mean any other class or series
                 of stock of the Corporation hereafter authorized which ranks
                 ahead of the Series A in the distribution of assets on any
                 voluntary or involuntary liquidation, dissolution or winding
                 up of the Corporation.

           (d)   The term "business day" shall mean each Monday, Tuesday,
                 Wednesday, Thursday or Friday on which banking institutions
                 in New York City are not authorized or obligated by law or
                 executive order to close.

           SECTION 4. DIVIDENDS. The holders of shares of Series A shall not be
           entitled to receive, nor shall the Board of Directors declare,
           dividends on the shares of Series A.

           SECTION 5. LIQUIDATION RIGHTS. In the event of any voluntary or
           involuntary liquidation, dissolution or winding up of the affairs
           of the Corporation, then, before any distribution of payment shall
           be made to the holders of any junior stock, but after all
           distributions and payments shall be made to the holders of senior
           stock, the holders of shares of Series A shall be entitled to be
           paid in full an amount equal to $14.00 per share (the "Liquidation
           Amount").



<PAGE> 22

           If upon any voluntary or involuntary liquidation, dissolution or
           winding up of the affairs of the Corporation, the assets
           distributable to the holders of Series A and the holders of all
           parity stock shall be insufficient to permit the payment in full to
           such holders of all preferential amounts payable to them, then the
           entire assets of the Corporation then distributable, after
           distribution of amounts payable with respect to the senior stock,
           shall be distributed ratably among the holders of Series A and the
           holders of all parity stock in proportion to the respective amounts
           that would be payable on a per share basis if such assets were
           sufficient to permit payment in full of all preferential amounts.

           If the Liquidation Amount shall have been paid in full to each
           holder of Series A, the remaining assets of the Corporation shall
           be distributed among the holders of junior stock, according to
           their respective rights and preferences and in each case according
           to their respective numbers of shares.

           For the purposes of this Section 5, the consolidation or merger of
           the Corporation with any other corporations shall not be deemed to
           constitute a voluntary or involuntary liquidation, dissolution or
           winding up of the Corporation.

           SECTION 6. REDEMPTION. If, by February 18, 1999, the Corporation
           and Northwestern Public Service Company, a Delaware corporation,
           have not entered into the written Strategic Alliance Agreement
           contemplated by the letter agreement among the Corporation,
           Northwestern Public Service Company and Northwestern Growth
           Corporation dated January 15, 1998, then the Corporation, at the
           option of the Board of Directors, may redeem in whole the shares of
           Series A upon notice given as hereinafter specified, at a
           redemption price per share equal to 62.5% of the Liquidation Amount.
           If, by March 18, 1999, the Corporation shall not have mailed notice
           of the redemption of all shares of Series A as provided below, then
           the Corporation's right to redeem the Series A shall thereupon
           expire.

           Notice of every redemption of shares of Series A shall be mailed
           by first class mail, postage prepaid, addressed to the holders of
           record of the shares to be redeemed at their respective last
           addresses as they shall appear on the books of the Corporation.
           Such mailing shall be at least five days and not more than 30 days
           prior to the date fixed for redemption. Any notice which is mailed
           in the manner herein provided shall be conclusively presumed to
           have been duly given, whether or not the stockholder receives such
           notice, and failure duly to give such notice by mail, or any defect
           in such notice, to any holder of shares of Series A designated for
           redemption shall not affect the validity of the proceedings for the
           redemption of any other shares of Series A.

           If notice of redemption shall have been duly given, and if on or
           before the redemption date specified therein all funds necessary
           for such redemption shall have been set aside by the Corporation,
           separate and apart from its other funds, in trust for the pro rata
           benefits of the holders of the shares called for redemption, so as
           to be and continue to be available therefor, then, notwithstanding
           that any certificate for shares so called for redemption shall not
           have been surrendered for cancellation, on and after such
           redemption date, all shares so called for redemption shall no
           longer be deemed outstanding and all rights with respect to such
           shares shall forthwith on such redemption date cease and terminate,
           except only the right of the holders thereof to receive the amount
           payable on redemption thereof, without interest. Any funds so
           deposited and unclaimed at the end of three years from such
           redemption dates shall, to the extent permitted by law, be released
           or repaid to the Corporation, after which time the holders of the
           shares so called for redemption shall look only to the Corporation
           for payment thereof.

           SECTION 7. CONVERSION RIGHTS. Each holder of shares of Series A
           shall have the right, at such holder's option, to convert such
           shares into shares of Common Stock of the Corporation at any time
           following August 15, 1999, on and subject to the following terms
           and conditions:

           (a)   Each share of Series A shall be convertible at the principal
                 office of the Corporation and at such other office or offices,
                 if any, as the Board of Directors may designate, into such
                 number of fully paid and non-assessable shares (calculated as
                 to each conversion to the


                                    2
<PAGE> 23

                 nearest 1/100th of a share) of Common Stock of the
                 Corporation, as shall be determined by dividing the
                 Liquidation Amount by the "conversion price"; provided,
                 however, that the conversion price shall be adjusted in
                 certain instances as provided in paragraph (d) below. The
                 conversion price is initially the Liquidation Amount.

           (b)   In order to convert shares of Series A into Common Stock the
                 holder thereof shall surrender at the office or offices
                 hereinabove mentioned the certificate or certificates
                 thereafter, duly endorsed or assigned to the Corporation or
                 in blank, and give written notice to the Corporation at said
                 office or offices that such holder elects to convert such
                 shares. No payment or adjustment shall be made upon any
                 conversion on account of any unpaid or accrued dividends on
                 account of any dividends on the Common Stock issued upon
                 conversion.

                 Shares of Series A shall be deemed to have been converted
                 immediately prior to the close of business on the day of the
                 surrender of the certificates for such shares for conversion
                 in accordance with the foregoing provisions, and the person
                 or persons entitled to receive the Common Stock issuable upon
                 such conversion shall be treated for all purposes at the
                 record holder or holders of such Common Stock at such time.
                 As promptly as practicable on or after the conversion date,
                 the Corporation shall issue and shall deliver at such office
                 a certificate or certificates for the number of full shares
                 of Common Stock issuable upon such conversion, together with
                 payments in lieu of any fraction of a share, as hereinafter
                 provided, to the person or persons entitled to receive the
                 same.

           (c)   No fractional shares of Common Stock shall be issued upon
                 conversion of shares of Series A, but, instead of any fraction
                 of a share which would otherwise be issuable, the
                 Corporation shall pay cash in respect of such fraction in an
                 amount equal to the same fraction of the Closing Price (as
                 defined below) on the date in which the certificate or
                 certificates for such shares were duly surrendered for
                 conversion, or, if such date is not a Trading Day (as defined
                 below), on the next Trading Day.

           (d)   The conversion price shall be deemed to be proportionately
                 adjusted from time to time as follows:

                        (i)    In case the Corporation shall (A) pay a dividend
                   or make a distribution on its outstanding Common Stock in
                   shares of its capital stock, (B) subdivide its outstanding
                   Common Stock into a greater number of shares, (C) combine
                   its outstanding Common Stock into a smaller number of
                   shares or (D) issue by reclassification of its Common Stock
                   (whether pursuant to a merger or consolidation or otherwise)
                   any other shares of the Corporation, the holder of any
                   shares of Series A surrendered for conversion after the
                   record date fixed by the Board of Directors for such
                   dividend, distribution, subdivision, combination or
                   reclassification shall be entitled to receive the aggregate
                   number and kind of shares of capital stock of the
                   Corporation which, if such shares of Series A had been
                   converted immediately prior to such record date at the
                   conversion price then in effect, such holder would have been
                   entitled to receive by virtue of such dividend, distribution,
                   subdivision, combination or reclassification; and the
                   conversion price shall be deemed to have been adjusted
                   after such record date to apply to such aggregate number
                   and kind of shares. Such adjustment shall be made whenever
                   any of the events listed above shall occur.

                        (ii)   In case the Corporation shall fix a record date
                   for issuing to all holders of Common Stock rights or
                   warrants expiring within 45 days entitling them to subscribe
                   for or purchase Common Stock at a price per share less than
                   the current market price per share (as determined pursuant
                   to clause (iv) below) on such record date, the conversion
                   price in effect from and after such record shall be reduced
                   so that it shall be equal to the price determined by
                   multiplying the conversion price in effect immediately prior
                   to such record date by a fraction, of which the numerators
                   shall be the number of shares of Common Stock outstanding
                   on such record date plus the number


                                    3
<PAGE> 24

                   of shares of Common Stock which the aggregate offering price
                   of the total number of shares of Common Stock so offered for
                   subscription or purchase would purchase at such current
                   market price and of which the denominator shall be the
                   number of shares of Common Stock outstanding on such record
                   date plus the number of additional shares of Common Stock so
                   offered for subscription or purchase. For the purpose of
                   this clause (ii), the issuance of rights or warrants to
                   subscribe for or purchase securities convertible into
                   Common Stock shall be deemed to be the issuance of rights
                   or warrants to purchase the Common Stock into which such
                   securities are convertible at an aggregate offering price
                   equal to the aggregate offering price of such securities plus
                   the minimum aggregate amount (if any) payable upon
                   conversion of such securities into Common Stock. Such
                   adjustment shall be made successively whenever such a record
                   date is fixed. In case such rights or warrants are not
                   issued after such a record date has been fixed, the
                   conversion price shall be readjusted to the conversion
                   price which would have been in effect if such record date
                   had not been fixed.

                        (iii)  In case the Corporation shall fix a record date
                   for the distribution to all holders of Common Stock
                   (whether pursuant to a merger or consolidation or otherwise)
                   of assets (excluing cash dividends out of retained
                   earnings), or rights to subscribe (excluding those referred
                   to in clause (ii) above), then in each such case the
                   conversion price in effect from and after such record date
                   shall be adjusted so that the same shall be equal to the
                   price determined by multiplying the conversion price in
                   effect immediately prior to such record date by a fraction,
                   of which the numerator shall be the current market price
                   per share (determined as provided in clause (iv) below) of
                   the Common Stock on such record date less the fair market
                   value (as determined by the Board of Directors, whose
                   determination in good faith shall be conclusive) of the
                   portion of the evidences of indebtedness or assets so
                   distributed or of such rights to subscribe applicable to
                   one share of Common Stock and of which the denominator
                   shall be such current market price per share of Common
                   Stock. Such adjustment shall be made whenever any such a
                   record date is fixed. In case such distribution is not
                   made after such a record date has been fixed, the conversion
                   price shall be readjusted to the conversion price which
                   would have been in effect if such record date had not been
                   fixed.

                        (iv)   For the purpose of any computation under
                   clauses (ii) and (iii) above, the current market price per
                   share of Common Stock on any date shall be deemed to be the
                   average of the daily Closing Prices for 30 consecutive
                   Trading Days selected by the Corporation commencing not
                   less than 10 nor more than 45 Trading Days before the date
                   in question.

                        (v)    In case the Corporation shall be a party to any
                   transaction (including, without limitation, a merger,
                   consolidation, sale of all or substantially all of the
                   Corporation's assets, liquidation or recapitalization of
                   the Common Stock, but excluding any transaction to which
                   clauses (i), (ii) or (iii) above applies) in which the
                   previously outstanding Common Stock shall be changed into
                   or exchanged for different securities of the Corporation or
                   common stock or other securities of another corporation or
                   interests in a noncorporate entity or other property
                   (including cash) or any combination of any of the foregoing,
                   then, as a condition of the consummation of such transaction,
                   lawful and adequate provision shall be made so that each
                   holder of shares of Series A shall be entitled, upon
                   conversion, to an amount per share of Series A equal to
                   (A) the aggregate amount of stock, securities, cash or any
                   other property (payable in kind), as the case may be, into
                   which or for which each share of Common Stock is changed
                   or exchanged, times (B) the number of shares of Common Stock
                   into which a share of Series A is convertible immediately
                   prior to the consummation of such transaction.


                                    4
<PAGE> 25

                        (vi)   In any case in which this subsection (d) shall
                   require that an adjustment as a result of any event become
                   effective from and after a record date, the Corporation may
                   elect to defer until after the occurrence of such event (A)
                   issuing to the holder of any shares of Series A converted
                   after such record date and before the occurrence of such
                   event the additional shares of Common Stock issuable upon
                   such conversion over and above the shares issuable on the
                   basis of the conversion price in effect immediately prior to
                   adjustment and (B) paying to such holder any amount in cash
                   in lieu of a fractional share of Common Stock pursuant to
                   subsection (c) above. In lieu of the shares of the Issuance
                   of which is deferred pursuant to item (A) above, the
                   Corporation shall issue or cause one of its transfer agents
                   to issue due bills or other appropriate evidence of the
                   right to receive such shares.

                        (vii)  Any adjustment in the conversion price otherwise
                   required by this Section 7 to be made may be postponed until
                   the date of the next adjustment otherwise required to be
                   grade if such adjustment (together with any other adjustments
                   postponed pursuant to this paragraph (vii) and not
                   theretofore made) would not require an increase or decrease
                   of more than 1% in such price. All calculations under this
                   subsection (d) shall be made to the nearest cent or to the
                   nearest 1/100th of a share, as the case may be.

                        (viii) In case at any time, as a result of an
                   adjustment made pursuant to paragraph (i) above, the holder
                   of any shares of Series A thereafter surrendered for
                   conversion shall become entitled to receive any shares of
                   capital stock of the Corporation other than Common Stock,
                   thereafter the number of such other shares so receivable
                   upon conversion of such shares of Series A shall be subject
                   to adjustment from time to time in a manner and on terms as
                   nearly equivalent as practicable to the provisions with
                   respect to the Common Stock contained in paragraphs (i) to
                   (vii), inclusive, above, and the other provisions of this
                   subsection (d) with respect to the Common Stock shall apply
                   on like terms to any such other shares.

                        (ix)   The Board of Directors may in its discretion
                   make such reductions in the conversion price, in addition to
                   those required by this subsection (d), as shall be
                   determined by the Board of Directors to be advisable in
                   order to avoid taxation so far as practicable of any
                   dividend of stock or stock rights or any event treated as
                   such for Federal income tax purposes to the recipients.
                   The Board of Directors shall have the power to resolve any
                   ambiguity or correct any error in this subsection (d), and
                   its action in so doing shall be final and conclusive.

           (e)   Whenever the conversion price is adjusted as herein provided:

                        (i)    The Corporation shall compute the adjusted
                   conversion price in accordance with this Section 7 and shall
                   cause to be prepared a certificate signed by the
                   Corporation's treasurer setting forth the adjusted conversion
                   price and showing in reasonable detail the facts upon which
                   such adjustment is based, and such certificate shall
                   forthwith be filed with each transfer agent for the shares
                   of Series A; and

                        (ii)   A notice stating that the conversion price has
                   been adjusted and setting forth the adjusted convertible
                   price shall, as soon as practicable, be mailed to the holders
                   of record of outstanding shares of Series a.

           (f)   In case:

                        (i)    The Corporation shall declare a dividend or
                   other distribution on its Common Stock payable otherwise than
                   in cash out of retained earnings or in obligations to pay
                   cash out of retained earnings; or

                        (ii)   The Corporation shall authorize the issuance to
                   the holders of its Common Stock of rights or warrants
                   entitling them to subscribe for or purchase any shares of
                   capital stock or any class or any other subscription rights
                   or warrants; or


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<PAGE> 26

                        (iii)  Of any reclassification of the capital stock of
                   the Corporation (other than a subdivision or combination of
                   its outstanding shares of Common stock), or of any
                   consolidation or merger to which the Corporation is a party
                   and for which approval of any stockholders of the
                   Corporation is required, or of the sale, transfer or other
                   disposition of all or substantially all of the assets of
                   the Corporation; or

                        (iv)   Of the voluntary or involuntary liquidation,
                   dissolution or winding up of the Corporation;

                 then the Corporation shall cause to be filed with each transfer
                 agent for the shares of Series A and shall cause to be mailed
                 to the holders of record of the outstanding shares of Series A,
                 at least 20 days (or 10 days in any case specified in
                 clause (i) or (ii) above) prior to the applicable record or
                 effective date hereinafter specified, a notice stating (x) the
                 date as of which the holders of record of Common Stock to be
                 entitled to such dividend, distribution, rights or warrants
                 are to be determined, or (y) the date on which such
                 reclassification, consolidation, merger, sale, transfer,
                 disposition, liquidation, dissolution or winding up is
                 expected to become effective, and the date as of which it is
                 expected that holders of record of Common Stock shall be
                 entitled to exchange their shares for securities, each or other
                 property deliverable upon such reclassification, consolidation,
                 merger, sale, transfer, disposition, liquidation, dissolution
                 or winding up. Failure to give notice as required by this
                 subsection (i), at any defect therein, shall not affect the
                 legality or validity of any such dividend, distribution,
                 right, warrant, reclassification, consolidation, merger, sale,
                 transfer, disposition, liquidation, dissolution or winding up,
                 or the vote on any action margin authorizing such.

           (g)   The Corporation shall at all times reserve and keep available,
                 free from preemptive rights, out of its authorized but
                 unissued Common Stock, for the purpose of issuance upon
                 conversion of shares of Series A, the full number of shares of
                 Common Stock then deliverable upon the conversion of all
                 shares of Series A then outstanding.

           (h)   The Corporation will pay any and all taxes that may be payable
                 in respect of the issuance or delivery of shares of Common
                 Stock on conversion of shares of Series A pursuant hereto. The
                 Corporation shall not, however, be required to pay any tax
                 which may be payable in respect of any transfer involved in
                 the issuance and delivery of shares of Common Stock in a name
                 other than that in which the shares of Series A so converted
                 were registered, and no such issuance or delivery shall be
                 made unless and until the person requesting such issuance has
                 paid to the Corporation the amount of any such tax or has
                 established to the satisfaction of the Corporation that such
                 tax has been paid.

           (i)   For the purpose of this Section 7, the term "Common Stock"
                 shall include any stock of any class or series of the
                 Corporation which has no preference or priority in the
                 payment of dividends or in the distribution of assets in the
                 event of any voluntary or involuntary liquidation,
                 dissolution or winding up of the Corporation and which is not
                 subject to redemption by the Corporation. However, shares
                 issuable upon conversion of shares of Series A shall include
                 only shares of the class designated as Common Stock as of the
                 original date of issuance of shares of Series A or shares of
                 the Corporation of any classes or series resulting from any
                 reclassification or reclassifications thereof and which have
                 no preference or priority in the payment of dividends or in
                 the distribution of assets in the event of any voluntary or
                 involuntary liquidation, dissolution or winding up of the
                 Corporation and which are not subject to redemption by the
                 Corporation, provided that if at any time there shall be more
                 than one such resulting class or series, the shares of each
                 such class and series then so issuable shall be substantially
                 in the proposition which the total number of shares of such
                 class and series resulting from all such reclassifications
                 bears to the total number of shares of all such classes and
                 series resulting from all such reclassifications.


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<PAGE> 27

           (j)   As used in this Section 7, the term "Closing Price" on any
                 day shall mean the reported last sale price per share of
                 Common Stock regular way on such day or, in case no such sale
                 takes place on such day, the average of the reported closing
                 bid and asked prices regular way, in each case on the New York
                 Stock Exchange, or, if the Common Stock is not listed or
                 admitted to trading on such Exchange, on the American Stock
                 Exchange, or, if the Common Stock is not listed or adjusted
                 to trading on such Exchange, on the principal national
                 securities exchange on which the Common Stock is listed or
                 admitted to trading, or, if the Common Stock is not listed or
                 admitted to trading on any national securities exchange, the
                 average of the closing bid and asked prices in the
                 over-the-counter market as reported by the National
                 Association of Securities Dealers' Automated Quotation System,
                 or, if not so reported, as reported by the National Quotation
                 Bureau, Incorporated, or any successor thereof, or, if not
                 so reported, the average of the closing bid and asked prices
                 as furnished by any member of the National Association of
                 Securities Dealers, Inc. selected from time to time by the
                 Corporation for that purpose; or, in all other cases, the
                 value established by the Board of Directors in good faith;
                 and the term "Trading Day" shall report a day on which the
                 principal national securities exchange or which the Common
                 Stock is listed or admitted to trading is open for the
                 transaction of business or, if the Common Stock is not listed
                 or admitted to trading on any national securities exchange,
                 a Monday, Tuesday, Wednesday, Thursday, or Friday on which
                 banking institutions in New York City are not authorized or
                 obligated by law or executive order to close.

           (k)   The certificate of any independent firm of public accountants
                 of recognized standing selected by the Board of Directors shall
                 be presumptive evidence of the correctness of any computation
                 made under this Section 7.

           SECTION 8. NO VOTING RIGHTS. The holders of Series A shall be
           entitled to no votes per share, except as otherwise required by law
           or by the Corporation's certificate of incorporation.

           SECTION 9. LIMITED TRANSFERABILITY OF SERIES A. Until the earlier
           to occur of (i) March 18, 1999, or (ii) the executive and delivery
           of the written Strategic Alliance Agreement referenced in Section 6
           above, the Series A and the rights represented thereby are not
           transferable -- regardless of whether such transfer occurs by
           foreclosure or grade of a lien, pledge, or other security interest
           therein, other political act, operation of law, or otherwise. Any
           attempt to transfer an interest in any shares of Series A in
           violation of the foregoing is void.

           SECTION 10. OTHER RIGHTS. The shares of Series A shall not have any
           powers, preferences on relative, participating, optional or other
           special rights, or qualifications, limitations or restrictions
           thereof, other than as set forth herein.

        IN WITNESS WHEREOF, Advanced Communications Group, Inc. has caused this
certificate to be signed by its undersigned duly authorized officer this 17th
day of February, 1998.


                                       ADVANCED COMMUNICATIONS GROUP, INC.


                                       By: /s/ William H. Zimmer III
                                          ------------------------------------
                                          William H. Zimmer III
                                          Executive Vice President


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