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                                                                 EXHIBIT 10.31

                       ADVANCED COMMUNICATIONS GROUP, INC.

                            FORM OF SERIES P WARRANT

Total Number of Series P Warrants:  75,000                       Warrant No. P-3

Number of Series P Warrants represented
by this Warrant Certificate:  10,000

         This Warrant Certificate certifies that, for value received,

                                 George Anderson

is the registered holder of the number of Warrants set forth above. Each Warrant
entitles Holder, at any time or from time to time on or before the Expiration
Date, to purchase from the Company one fully paid and nonassessable share of
Common Stock at the Exercise Price, subject to adjustment as provided herein.

         "COMMON STOCK" means the Common Stock, $.0001 par value per share, of
the Company, or such other class of securities as shall then represent the
common equity of the Company.

         "COMPANY" means Advanced Communications Group, Inc., a Delaware
corporation.

         "ELECTION TO EXERCISE" means the Election to Exercise on page 8 hereof.

         "EXERCISE PRICE" means $6.96, subject to adjustment as provided in
Section 3 hereof.

         "EXPIRATION DATE" means 5:00 p.m. (St. Louis time) on the tenth
anniversary of the Grant Date, or, if earlier, the first anniversary of the
Holder's date of death.

         "FAIR MARKET VALUE" means, on any given date, the closing price of the
shares of Common Stock, as reported on the New York Stock Exchange for such date
or such national securities exchange as may be designated by the Board or, if
Common Stock was not traded on such date, on the next preceding day on which
Common Stock was traded.

         "FAMILY MEMBER" has the meaning ascribed to it in the General
Instructions to Form S-8 under the Securities Act of 1933, as the same may be
amended from time to time. For the sake of clarity, as of the date of this
Warrant Certificate, "Family Member" means any child, stepchild, grandchild,
parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law, including adoptive relationships, any person sharing the
employee's household (other than a tenant or employee), a trust in which these
persons have more than fifty percent of the beneficial interests, a foundation
in which these persons (or the employee) control the management of assets, and
any other entity in which these persons (or the employee) own more than fifty
percent of the voting interests.

         "GRANT DATE" means June 3, 1999.

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         "HOLDER" means the registered holder identified above of the number
of Warrants represented by this Warrant Certificate or any Permitted
Transferee, to the extent applicable.

         "PERMITTED TRANSFEREE" means a Family Member who has acquired these
Warrants directly from the registered holder identified above through a gift
or a domestic relations order.

         "SHAREHOLDER APPROVAL DATE" means February 16, 2000.

         "WARRANTS" means the Series P Warrants represented by this Warrant
Certificate.

         1.       EXERCISE OF WARRANTS.

                  (a)      Subject to Section 1(c) hereof, the Warrants
evidenced by this Warrant Certificate may be exercised in whole or in part at
any time on or after the Shareholder Approval Date and before the Expiration
Date by presentation and surrender at the office of the Company specified
herein of (i) this Warrant Certificate with the Election to Exercise duly
completed and executed, and (ii) payment of the Exercise Price as then in
effect, by bank draft or cashier's check, for the number of Warrants being
exercised. If Holder at any time exercises less than all the Warrants
evidenced by this Warrant Certificate, the number of Warrants represented by
this Warrant Certificate shall be reduced to the number of Warrants equal to
the number of Warrants originally represented by this Warrant Certificate
less the cumulative number of Warrants previously exercised.

                  (b)      To the extent that the Warrants evidenced by this
Warrant Certificate have not been exercised at or prior to the Expiration
Date, such Warrants shall expire and the rights of Holder shall become void
and of no effect.

                  (c)      In its discretion, the Company may permit the
Holder to exercise an Warrant through a "cashless exercise" procedure
involving a broker or dealer approved by the Company, provided that the
Holder has delivered an irrevocable notice of exercise (the "NOTICE") to the
broker or dealer and such broker or dealer agrees: (i) to sell immediately
the number of shares of Common Stock specified in the Notice to be acquired
upon exercise of the Warrant in the ordinary course of its business, (ii) to
pay promptly to the Company the aggregate exercise price (plus the amount
necessary to satisfy any applicable tax liability), and (iii) to pay to the
Holder the balance of the proceeds of the sale of such shares over the amount
determined under clause (ii) of this sentence, less applicable commissions
and fees; PROVIDED, HOWEVER, that the Company may modify the provisions of
this sentence to the extent necessary to conform the exercise of the Warrant
to Regulation T under the Exchange Act. The manner in which the Exercise
Price may be paid may be subject to certain conditions specified by the
Company. No fractional shares (or cash in lieu thereof) shall be issued upon
exercise of a Warrant and the number of shares that may be purchased upon
exercise shall be rounded to the nearest number of whole shares.

                  (d)      PAYMENT ALTERNATIVES FOR SECTION 16 PERSONS.

                           (i) Persons subject to Section 16 of the Exchange Act
         shall have the unfettered right (but not the obligation) to pay the
         Exercise Price in full in shares of



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         Common Stock with a Fair Market Value (determined as of the date of
         exercise of such Warrant and, where such shares are withheld (as
         described in Section 1(d)(ii) below), net of the applicable Exercise
         Price) at least equal to such full payment.

                           (ii) Common Stock used to pay the Exercise Price may
         be shares that are already owned by the Holder who is subject to
         Section 16 of the Exchange Act, or such Holder shall have the right but
         not the obligation to direct the Company to withhold shares of Common
         Stock that would otherwise have been received by such Holder upon
         exercise of the Warrant. It is the intent of this Section 1(d) that the
         transactions described in this Section 1(d) qualify for the exemption
         from short-swing profit liability under Section 16 of the Exchange Act
         pursuant to the "disposition to the issuer" exemption set forth at Rule
         16b-3(e) promulgated under Section 16 of the Exchange Act.

         2.       RESTRICTIONS ON TRANSFER. The Warrants evidenced by this
Warrant Certificate shall not be assignable or otherwise transferable by
Holder otherwise than (i) to a Permitted Transferee; (ii) by Holder's will;
or (iii) by the laws of descent and distribution. During the lifetime of
Holder, the Warrants shall be exercisable only by Holder; after Holder's
death, the Warrants shall be exercisable only by the personal representative
of Holder's estate. Compliance with this provision is the responsibility of
the Holder. No transfer to heirs or legatees of Holder shall be effective to
bind the Company unless the Company shall have been furnished with written
notice thereof and a copy of such evidence as the Board may deem necessary to
establish the validity of the transfer and the acceptance by the transferee
or transferees of the terms and conditions hereof.

         3.       ANTIDILUTION ADJUSTMENTS. The number of shares of Common
Stock purchasable on the exercise of the Warrants evidenced by this Warrant
Certificate, and the Exercise Price, shall be subject to adjustment from time
to time upon the happening of certain events, as follows:

                  (a)      MERGERS, CONSOLIDATIONS AND RECLASSIFICATIONS. In
case of any reclassification or change of outstanding securities issuable
upon exercise of the Warrants evidenced by this Warrant Certificate at any
time (other than a change in par value, or from par value to no par value, or
from no par value to par value or as a result of a subdivision or combination
to which paragraph (b) of this Section 3 applies), or in case of any
consolidation or merger of the Company with or into another corporation
(other than a merger with another corporation in which the Company is the
surviving corporation and which does not result in any reclassification or
change other than a change in par value, or from par value to no par value,
or from no par value to par value, or as a result of a subdivision or
combination to which paragraph (b) of this Section 3 applies in the
securities issuable upon exercise of this Warrant), Holder shall have, and
the Company, or such successor corporation or other entity, shall covenant in
the constituent documents effecting any of the foregoing transactions that
Holder does have, the right to obtain upon the exercise of the Warrants
evidenced by this Warrant Certificate, in lieu of each share of Common Stock,
other securities, money or other property theretofore issuable upon exercise
of a Warrant, the kind and amount of shares of stock, other securities, money
or other property receivable upon such reclassification, change,
consolidation or merger by a holder of the shares of Common Stock, other
securities, money or other property issuable upon exercise of a Warrant if
the Warrants evidenced by this Warrant Certificate had been exercised
immediately

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prior to such reclassification, change, consolidation or merger. The
constituent documents effecting any such reclassification, change,
consolidation or merger shall provide for adjustments which shall be as
nearly equivalent as may be practicable to the adjustments provided in
paragraph (a) of this Section 3. The provisions of paragraph (a) of this
Section 3 shall similarly apply to successive reclassifications, changes,
consolidations or mergers.

                  (b)      SUBDIVISIONS AND COMBINATIONS. If the Company
shall subdivide its shares of Common Stock into a greater number of shares
(or pay to any holders of securities of the Company a dividend payable in, or
make any other distribution of, Common Stock), the Exercise Price in effect
immediately prior to such subdivision shall be proportionately reduced, and
the number of shares of Common Stock purchasable upon exercise of the
Warrants evidenced by this Warrant Certificate shall be proportionately
increased, as at the effective date of such subdivision, dividend or
distribution or if the Company shall take a record of holders of its Common
Stock for such purpose, as at such record date, whichever is earlier. If the
Company shall combine its shares of Common Stock into a smaller number of
shares, the Exercise Price in effect immediately prior to such combination
shall be proportionately increased, and the number of shares of Common Stock
purchasable upon exercise of the Warrants evidenced by this Warrant
Certificate shall be proportionately reduced, as at the effective date of
such combination, or if the Company shall take a record of holders of its
Common Stock for purposes of such combination, as at such record date,
whichever is earlier.

                  (c)      CALCULATION OF EXERCISE PRICE. The Exercise Price
in effect from time to time shall be calculated to four decimal places and
rounded to the nearest thousandth.

         4.       ADJUSTMENT TO EXERCISE PRICE. Whenever the Exercise Price
is required to be adjusted as provided in Section 3, the Company shall
forthwith compute the adjusted Exercise Price and shall maintain a record
setting forth such adjusted Exercise Price and showing in reasonable detail
the facts upon which such adjustment is based.

         5.       NOTICES TO HOLDER. In the event:

                  (a)      of the conveyance or sale of all or substantially
all of the assets of the Company, or of any reclassification or change of the
Common Stock or other securities issuable upon exercise of the Warrants
(other than a change in par value, or from par value to no par value, or from
no par value to par value or as a result of a subdivision or combination), or
a tender offer or exchange offer for all shares of Common Stock (or other
securities issuable upon the exercise of the Warrants); or

                  (b)      the Company shall declare any dividend (or any
other distribution) on the Common Stock, other than regular cash dividends; or

                  (c)      the Company shall authorize the granting to the
holders of Common Stock of rights or warrants to subscribe for or purchase
any shares of any class or series of capital stock; or


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                  (d)      of the voluntary or involuntary dissolution,
liquidation or winding up of the Company;

         the Company shall cause to be sent to Holder, at least 30 days prior
to the applicable record date hereinafter specified, or promptly in the case
of events for which there is no record date, a written notice stating (x) the
date for the determination of the holders of record of shares of Common Stock
(or other securities issuable upon the exercise of the Warrants) entitled to
receive any such dividends or other distribution, (y) the initial expiration
date set forth in any tender offer or exchange offer for shares of Common
Stock (or other securities issuable upon the exercise of the Warrants), or
(z) the date on which any such consolidation, merger, conveyance, transfer,
dissolution, liquidation or winding up is expected to become effective or
consummated, and the date as of which it is expected that holders of record
of shares of Common Stock (or other securities issuable upon the exercise of
the Warrants) shall be entitled to exchange such shares for securities or
other property, if any, deliverable upon such reclassification,
consolidation, merger, conveyance, transfer, dissolution, liquidation or
winding up. Failure to give such notice or any defect therein shall not
affect the legality or validity of any distribution, right, option, warrant,
issuance, consolidation, merger, conveyance, transfer, dissolution,
liquidation or winding up, or the vote upon any action.

         6.       COMPLIANCE WITH LAWS. Upon the acquisition of any shares
pursuant to the exercise of the Warrants, Holder (or Holder's estate if
applicable) will enter into such written representations, warranties and
agreements as the Company may reasonably request in order to comply with
applicable securities laws. Notwithstanding any of the other provisions
hereof, Holder agrees that he will not exercise the Warrants, and that the
Company will not be obligated to issue any shares pursuant to this Warrant
Certificate, if the exercise of the Warrants or the issuance of such shares
of Common Stock would constitute a violation by Holder or by the Company of
any provision of any law or regulation of any governmental authority.

         7.       COVENANTS OF THE COMPANY. The Company covenants and agrees
that:

                  (a)      Until the Expiration Date, the Company shall at
all times reserve and keep available, free from preemptive rights, out of the
aggregate of its authorized but unissued Common Stock (and other securities),
for the purpose of enabling it to satisfy any obligation to issue shares of
Common Stock (and other securities) upon the exercise of the Warrants
evidenced by this Warrant Certificate, the number of shares of Common Stock
(and other securities) issuable upon the exercise of such Warrants.

                  (b)      All Common Stock (and other securities) which may
be issued upon exercise of the Warrants evidenced by this Warrant Certificate
shall upon issuance be validly issued, fully paid, non-assessable and free
from all taxes, liens and charges with respect to the issuance thereof.


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         8.       WITHHOLDING OF TAX. The Company may make such provisions as
it may deem appropriate for the withholding of any taxes which it determines
is required in connection with the Warrants.

         9.       NO RIGHTS AS STOCKHOLDER. Holder shall not, by virtue of
holding such Warrants, be entitled to any rights of a stockholder of the
Company either at law or in equity, and the rights of Holder are limited to
those expressed herein.

         10.      RESOLUTION OF DISPUTES. Holder agrees, for and on behalf of
Holder and Holder's heirs, personal representatives and successors, that the
resolution of any dispute or disagreement which may arise hereunder shall be
determined by the Board in its sole discretion and judgment, and that any
such determination and any interpretation by the Board of the terms of this
Warrant Certificate shall be final and shall be binding and conclusive, for
all purposes, upon the Company, Holder and Holder's heirs, personal
representatives and successors.

         11.      NOTICES. All notices provided for hereunder shall be in
writing and may be given by registered or certified mail, return receipt
requested, telex, telegram, telecopier, air courier guaranteeing overnight
delivery of personal delivery, if to Holder at the following address:

                  George Anderson
                  _________________________________
                  _________________________________


          and, if to the Company:

                  Advanced Communications Group, Inc.
                  390 South Woods Mill Road, Suite 260
                  St. Louis, Missouri 63017
                  Attention:  Secretary
                  Telecopier: (314) 469-3539

         12.      GOVERNING LAW. This Warrant Certificate shall be governed
by and construed in accordance with the laws of the State of Delaware.


             THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.


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          IN WITNESS WHEREOF, the Company has caused this Warrant Certificate
to be executed this 23rd day of February, 2000 by its Chairman of the
Board and Chief Executive Officer, thereunto duly authorized.

                               ADVANCED COMMUNICATIONS GROUP, INC.


                               By: ___________________________________________
                                     Richard O'Neal, Chairman of the Board and
                                     Chief Executive Officer


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                              ELECTION TO EXERCISE
              [To be executed on exercise of the Warrants evidenced
                          by this Warrant Certificate]

TO:      Advanced Communications Group, Inc.

         The undersigned, the holder of the Warrants evidenced by the
attached Warrant Certificate, hereby irrevocably elects to exercise _________
Warrants, and herewith makes payment of __________________ ($_________ )
representing the aggregate Exercise Price thereof, and requests that the
certificate representing the securities issuable hereunder be issued in the
name of ___________________ ___________________ and delivered to
__________________, whose address is ___________________________.

         Dated: _____________________    ____________________________


                                    __________________________________________
                                    Signature(s) of Registered Holder(s)

NOTE: THE ABOVE SIGNATURE(S) MUST CORRESPOND WITH THE NAME AS WRITTEN ON THE
FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATSOEVER.


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