RECITALS

                     FIRST AMENDMENT TO AGREEMENT OF MERGER

         THIS FIRST AMENDMENT TO AGREEMENT OF MERGER (this "Amendment"), made
as of the 8th day of January, 1998, by and among ADVANCED COMMUNICATIONS GROUP,
INC., a Delaware corporation organized in September 1997, ADVANCED
COMMUNICATIONS GROUP ACQUISITION, INC., a Delaware corporation, and ADVANCED
COMMUNICATIONS CORP. (formerly named Advanced Communications Group, Inc.), a
Delaware corporation organized in June 1996, amends the Agreement of Merger
dated as of October 6, 1997 among the parties (the "Original Agreement"; and as
amended hereby, the "Agreement").

                                    RECITALS

                  WHEREAS, the parties wish to extend the date by which the
         Merger and the other actions contemplated by this Agreement to take
         place at the Closing shall occur; and

                  WHEREAS, all capitalized terms not otherwise defined herein
         have the meanings ascribed to them in the Original Agreement;

                  NOW, THEREFORE, in consideration of the premises, the mutual
         representations, warranties, covenants and agreements herein
         contained, and other consideration, the receipt and sufficiency of
         which is acknowledged, the parties hereby agree as follows:


1.       EXTENSION OF CLOSING DATE.

         The phrase, "January 31, 1998," in Section 12.1(iii) of the Original
Agreement is deleted and replaced by the phrase, "February 20, 1998."


2.       MISCELLANEOUS

         2.1 Counterparts. For the convenience of the parties, any number of
counterparts of this Amendment may be executed by any one or more parties
hereto, and each such executed counterpart shall be, and shall be deemed to be,
an original, but all of which shall constitute, and shall be deemed to
constitute, in the aggregate but one and the same instrument. A facsimile copy
of a signature page to this Amendment shall be accorded the same force and
effect as a manually executed original counterpart of a signature page to this
Amendment.

         2.2 Integration Clause. The Original Agreement, as modified by this
Amendment, represents the final agreement among the parties relating to its
subject matter and may not be





contradicted by evidence of prior, contemporaneous, or subsequent oral
agreements of the parties. There are no unwritten oral agreements between the
parties.

         IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year first above written.

                              ADVANCED COMMUNICATIONS GROUP, INC.



                              By: /s/ Xxxxxxx X. Xxxxxxx
                                 --------------------------------------------
                              Name:    Xxxxxxx X. Xxxxxxx
                              Title:   Chairman and Chief Executive Officer



                              ADVANCED COMMUNICATIONS GROUP
                              ACQUISITION, INC.



                              By: /s/ Xxx X. Xxxxxxxxx
                                 --------------------------------------------
                              Name:   Xxx X. Xxxxxxxxx
                              Title:  Chairman and Chief Executive Officer



                              ADVANCED COMMUNICATIONS CORP.



                              By: /s/ Xxx X. Xxxxxxxxx
                                 --------------------------------------------
                              Name:   Xxx X. Xxxxxxxxx
                              Title:  Chairman and Chief Executive Officer



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