Form Of Exchange Agent Agreement

July 30, 1999


Chase Manhattan Trust Company, National Association 1650 Market Street, Suite 5210 Philadelphia, PA 19103 Attention: Corporate Trust Department


Ladies and Gentlemen:


CapRock Communications Corp. (the "Company") is making an offer to exchange up to $210,000,000 in principal amount of its registered 11 1/2% Senior Notes due 2009 (the "New Notes") for $210,000,000 in principal amount of its outstanding unregistered 11 1/2% Senior Notes due 2009 (the "Old Notes"), upon the terms and subject to the conditions set forth in the Prospectus dated August 4, 1999 (the "Prospectus") and in the related Letter of Transmittal (the "Letter of Transmittal"). The Old Notes were issued and the New Notes will be issued pursuant to the Indenture (the "Indenture") dated as of May 18, 1999 by and between the Company and Chase Manhattan Trust Company, National Association, as trustee (the "Trustee"), registrar (the "Registrar") and paying agent (the "Paying Agent"). The issuance of the New Notes has been registered pursuant to a Registration Statement on Form S-4 filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended. The offer to exchange New Notes for Old Notes pursuant to the Prospectus and the Letter of Transmittal is referred to herein as the "Exchange Offer." Attached hereto as exhibits are the following:


Exhibit 1. The Prospectus;


Exhibit 2. The Form of the Letter of Transmittal;


Exhibit 3. The Form of the Notice of Guaranteed Delivery; and


Exhibit 4. The Form of New Note.


The Exchange Offer will commence on August 4, 1999 (the "Commencement Date"), and will expire at 5:00 p.m., New York City time, on September 1, 1999, unless extended by the Company as provided in the Exchange Offer (the date on which the Exchange Offer (including as it may be extended) expires is herein referred to as the "Expiration Date"). The Company will notify you in writing on the day of any extension of the Exchange Offer.


The Company hereby appoints you, and you hereby agree, to act as the exchange agent (the "Exchange Agent") in connection with the Exchange Offer. In that capacity, you will, on behalf of the Company, receive Old Notes tendered and deliver New Notes in exchange therefor pursuant to


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this Agreement and the Letter of Transmittal. The parties hereto acknowledge that the Old Notes and the New Notes may be held in book-entry form as well as in certificated form and that all references to the tender, delivery or exchange of Old Notes for New Notes shall be deemed to include book-entry procedures. In carrying out your duties as the Exchange Agent in connection with the Exchange Offer, you and the Company agree as follows:


1. You will make a request to establish an account with respect to the Old Notes at the Depository Trust Company ("DTC") within two business days after the date of this Agreement. You agree that any financial institution that is a participant in DTC's systems may make book-entry delivery of Old Notes in accordance with DTC's Automated Tender Offer Program ("ATOP").


2. On the Commencement Date, you will send by first class mail to each holder of Old Notes, at the address of such holder shown on the register maintained by you as Registrar under the Indenture, for use by that holder in forwarding and tendering the Old Notes to you as Exchange Agent, one copy of each of the Prospectus, the Letter of Transmittal and the Notice of Guaranteed Delivery, along with a return envelope addressed to you as Exchange Agent. Upon request of any holder of Old Notes, you are hereby authorized and directed to issue and mail additional copies of the foregoing documents to that holder of Old Notes or to the persons that such holder may direct.


3. You will examine each Letter of Transmittal, certificate evidencing Old Notes, and Notice of Guaranteed Delivery and each of the other documents mailed or otherwise delivered to you in connection with tenders of Old Notes (collectively, the "Tender Instruments") to ascertain whether each Letter of Transmittal or Notice of Guaranteed Delivery has been properly completed and duly executed and whether the certificates evidencing Old Notes accompanying the Letter of Transmittal or received pursuant to a Notice of Guaranteed Delivery are in proper form for transfer, in each case, in accordance with the instructions set forth in the Letter of Transmittal. Final determination of all questions as to the validity, form, eligibility and acceptance for exchange of any tender of Old Notes shall be made by the Company, in its sole discretion, and that determination shall be final and binding. The Company has reserved in the Exchange Offer the absolute right to reject any or all tenders of Old Notes determined by it not to be timely or in proper form or the acceptance of or exchange for which may, in the opinion of the Company's counsel, be unlawful and to waive any of the conditions of the Exchange Offer or any defect or irregularity in the tender of the Old Notes, and the Company's interpretation of the terms and conditions of the Exchange Offer will be final. The Company promptly shall notify you, in writing, of any such rejection or waiver.


4. Subject to the provisions of Paragraph 3 hereof concerning the Company's ability to waive defects in the tender, Old Notes must be tendered only in accordance with the terms and conditions set forth in the Letter of Transmittal and the section of the Prospectus under the caption "The Exchange Offer."


(a) Exchange of New Notes for Old Notes tendered and accepted
for exchange pursuant to the Exchange Offer shall be made only if,


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(i) you receive on or prior to the Expiration Date
(A) certificates for such Old Notes and (B) a properly
completed and duly executed Letter of Transmittal (or
facsimile thereto) relating thereto; or


(ii) you receive on or prior to the Expiration Date
electronic instructions tendering the Old Notes through the
ATOP system that contain the character by which the
participant at DTC acknowledges its receipt of and agrees to
be bound by the Letter of Transmittal; or


(iii) you receive (A) a Notice of Guaranteed Delivery
relating to such Old Notes from an Eligible Institution (as
defined in the Prospectus) on or prior to the Expiration Date
and (B) certificates for such Old Notes and a properly
completed and duly executed Letter of Transmittal (or
facsimile thereto relating thereto at or prior to 5:00 p.m.,
New York City time, on or before the third New York Stock
Exchange (the "NYSE") trading day after the date of execution
of that Notice of Guaranteed Delivery.


(b) Exchange shall be made only if a final determination of
the adequacy of the items received, as provided in Paragraph 3 hereof,
has been made by the Company and you receive written notice from the
Company that the conditions of the Exchange Offer have been satisfied
or waived.


(c) You are authorized to take such actions as may be
necessary and appropriate to correct any irregularities or deficiencies
associated with any tender not in proper order and to follow the
instructions of the Company with respect to the waiver of any
irregularities or deficiencies associated with any tender.


5. A tendering holder of Old Notes may withdraw Old Notes tendered prior to the Expiration Date as set forth in the Prospectus, in which event you shall, as promptly as possible after notification of that withdrawal, return such Old Notes to, or in accordance with the instructions of, that holder of Old Notes, and such Old Notes shall thereafter be deemed not to have been validly tendered. All questions as to the form and validity (including time of receipt) of notices of withdrawal shall be determined by the Company, in its sole discretion, whose determination shall be final and binding.


6. Once each week, on the day of the week fixed by notice to you from the Company, and once each day on the Expiration Date and the four business days immediately preceding the Expiration Date, you shall advise by telephone and promptly thereafter confirm in writing to Kevin W. McAleer (telephone: (972) 982-9500; facsimile: (972) 788-4243) at the Company and A. Michael Hainsfurther (telephone: (214) 855-7567 ...