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                                                                    EXHIBIT 4.17



                        2001 EXCHANGE WARRANT CERTIFICATE


THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE
UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE
EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT
RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF
SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO THE ISSUER, THAT AN EXEMPTION
FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.

THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS
RESTRICTED IN ACCORDANCE WITH THE 2001 EXCHANGE WARRANT AGREEMENT REFERRED TO
HEREIN.


                          FULLNET COMMUNICATIONS, INC.


No.:     W-01-___                                                _____  Warrants
Date:    May 31, 2001

         THIS IS TO CERTIFY that ___________________, or the assigns, as
permitted in that certain 2001 Exchange Warrant Agreement (the "2001 Exchange
Warrant Agreement"), dated of even date herewith, by and among FullNet
Communications, Inc. (the "Company") and ___________________, are entitled to
purchase at any time or from time to time, after the date hereof until 5:00
p.m., Central Standard Time on May 31, 2006 an aggregate of
___________________(______) shares of common stock, par value $0.00001 per
share, of the Company, for an exercise price per share of $2.00 PER SHARE as set
forth in the 2001 Exchange Warrant Agreement referred to herein. This Warrant is
issued pursuant to the 2001 Exchange Warrant Agreement, and all rights of the
holder of this Warrant are further governed by, and subject to the terms and
provisions of such 2001 Exchange Warrant Agreement, copies of which are
available upon request to the Company. The holder of this Warrant and the shares
issuable upon the exercise hereof shall be entitled to the benefits, rights and
privileges and subject to the obligations, duties and liabilities provided for
in the 2001 Exchange Warrant Agreement.

         The issuance of this Warrant and the shares issuable upon the due and
timely exercise hereof have not been registered under the Securities Act of
1933, as amended (the "Act"), or any similar state securities law or act, and,
as such, no public offering of either this Warrant or any of the shares of
common stock issuable upon exercise of this Warrant may be made other than under
an exemption under the Act or until the effectiveness of a registration
statement under such Act covering such offering. Transfer of this Warrant is
restricted pursuant to the terms of Section 8 of the 2001 Exchange Warrant
Agreement.

         Subject to the provisions of the Act, of the 2001 Exchange Warrant
Agreement and of this Warrant, this Warrant and all rights hereunder are
transferable, in whole or in part, only to the extent expressly permitted in
such documents and then only at the office of the Company at 201 Robert S. Kerr
Avenue, Suite 210, Oklahoma City, Oklahoma 73102, Attention President, by the
holder hereof or by a duly authorized attorney-in-fact, upon surrender of this
Warrant duly endorsed, together with the Assignment hereof duly endorsed. Until
transfer hereof on the books of the Company, the Company may treat the
registered holder hereof as the owner hereof for all purposes.



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THIS EXCHANGE WARRANT CERTIFICATE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH, AND THE RIGHTS OF THE COMPANY AND THE HOLDER HEREOF SHALL BE GOVERNED BY,
THE INTERNAL LAWS OF THE STATE OF OKLAHOMA, WITHOUT REGARD TO THE CONFLICT OF
LAW PRINCIPLES OF OKLAHOMA LAW.

         IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
and its corporate seal to be hereunto affixed by its proper corporate officers
thereunto duly authorized.


                                      FULLNET COMMUNICATIONS, INC.


                                      By:
                                         ---------------------------------------
                                         Timothy J. Kilkenny, President and CEO

(SEAL)

Attest:


----------------------------------
Roger P. Baresel, Secretary



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                          FULLNET COMMUNICATIONS, INC.

                                  SUBSCRIPTION

      To Be Signed Only Upon Exercise (in whole or in part) of the Warrants

TO:                    FULLNET COMMUNICATIONS, INC.
                       201 Robert S. Kerr Avenue, Suite 210
                       Oklahoma City, Oklahoma 73102
                       Attention:  President

         1. The undersigned, _________________________________, pursuant to the
provisions of the 2001 Exchange Warrant Agreement dated as of May 31, 2001, and
the attached Exchange Warrant Certificate, hereby agrees to subscribe for the
purchase of _______ shares of the common stock of FullNet Communications, Inc.
covered by the attached Exchange Warrant Certificate, and makes payment
therefore in full at the price per share provided by the 2001 Exchange Warrant
Agreement.

         2. The undersigned Holder elects to pay the aggregate purchase price
for such shares of common stock (i) by lawful money of the United States or the
enclosed certified or official bank check payable in United States dollars to
the order of the Company in the amount of $____________, or (ii) by wire
transfer of United States funds to the account of the Company in the amount of
$___________, which transfer has been made before or simultaneously with the
delivery of this Subscription pursuant to the instructions of the Company.

         3. Please issue a stock certificate or certificates representing the
appropriate number of shares of common stock in the name of the undersigned or
in such other name(s) as is specified below:

-----------------------------                -----------------------------------
(Name)                                       (Social Security or Fed ID #)

-----------------------------                -----------------------------------
(Signature)                                  (Address)

-----------------------------                -----------------------------------
(Date)                                       (Address)



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                                   ASSIGNMENT

         FOR VALUE RECEIVED ____________________________ hereby sells, assigns
and transfer unto ______________________ the foregoing Warrant and all rights
evidenced thereby, and does irrevocably constitute and appoint
________________________, attorney, to transfer said Warrant on the books of
FullNet Communications, Inc.


-------------------------------       ------------------------------------------
(Name)                                (Name of Assignee)

-------------------------------       ------------------------------------------
(Signature)                           (Signature of Assignee)

-------------------------------       ------------------------------------------
(Social Security or Fed ID #)         (Social Security or Fed ID # of Assignee)


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


-------------------------------       ------------------------------------------
(Address)                             (Address of Assignee)


-------------------------------
(Date)




                               PARTIAL ASSIGNMENT

         FOR VALUE RECEIVED ____________________________ hereby sells, assigns
and transfer unto ______________________ the right to purchase _____ shares of
the common stock of FullNet Communications, Inc. by the foregoing Warrant, and a
proportionate part of said Warrant and the rights evidenced thereby, and does
irrevocably constitute and appoint ________________________, attorney, to
transfer that part of said Warrant on the books of FullNet Communications, Inc.

-------------------------------       ------------------------------------------
(Name)                                (Name of Assignee)

-------------------------------       ------------------------------------------
(Signature)                           (Signature of Assignee)

-------------------------------       ------------------------------------------
(Social Security or Fed ID #)         (Social Security or Fed ID # of Assignee)


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


-------------------------------       ------------------------------------------
(Address)                             (Address of Assignee)


-------------------------------
(Date)




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