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.

THESE  SECURITIES HAVE NOT BEEN REGISTERED  UNDER THE FLORIDA  SECURITIES ACT IN
RELIANCE UPON EXEMPTION  PROVISIONS CONTAINED THEREIN.  ss.517.061(11)(a)(5)  OF
THE FLORIDA SECURITIES AND INVESTOR  PROTECTION ACT (THE "FLORIDA ACT") PROVIDES
THAT ANY PURCHASER OF SECURITIES IN FLORIDA WHICH ARE EXEMPTED FROM REGISTRATION
UNDER  ss.517.061(11) OF THE FLORIDA ACT MAY WITHDRAW HIS PURCHASE AND RECEIVE A
FULL REFUND OF ALL MONIES  PAID,  WITHIN  THREE  BUSINESS  DAYS AFTER HE TENDERS
CONSIDERATION FOR SUCH SECURITIES. THEREFORE, ANY FLORIDA RESIDENT WHO PURCHASES
SECURITIES  IS ENTITLED TO EXERCISE THE  FOREGOING  STATUTORY  RESCISSION  RIGHT
WITHIN THREE BUSINESS DAYS AFTER TENDERING  CONSIDERATION  FOR THE SECURITIES BY
TELEPHONE, TELEGRAM, OR LETTER NOTICE TO THE COMPANY AT THE ADDRESS OR TELEPHONE
NUMBER SET FORTH IN THIS  AGREEMENT.  ANY  TELEGRAM OR LETTER  SHOULD BE SENT OR
POSTMARKED PRIOR TO THE END OF THE THIRD BUSINESS DAY. A LETTER SHOULD BE MAILED
BY  CERTIFIED  MAIL,  RETURN  RECEIPT  REQUESTED,  TO ENSURE ITS  RECEIPT AND TO
EVIDENCE THE TIME OF MAILING. ANY ORAL REQUESTS SHOULD BE CONFIRMED IN WRITING.

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


                          FULLNET COMMUNICATIONS, INC.


No.:  W-00-0___                                                ________ Warrants
Date:    ___________ _____, 2000

         THIS IS TO CERTIFY that __________________ or his assigns, as permitted
in that certain Warrant Agreement (the "Warrant agreement"),  dated of even date
herewith,  by  and  among  FullNet  Communications,  Inc.  (the  "Company")  and
_________________ is entitled to purchase at any time or from time to time on or
after the date hereof,  until 5:00 p.m.,  Central  Standard Time on ____________
_____,  2005,  an aggregate of  _____________________________________  shares of
common  stock,  par value  $0.00001 per share,  of the Company,  for an exercise
price per share of $.01 per share as set forth in the Warrant Agreement referred
to herein.  This Warrant is issued  pursuant to the Warrant  Agreement,  and all
rights of the holder of this Warrant are further governed by, and subject to the
terms and  provisions of such 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 Warrant Agreement.

                              WARRANT CERTIFICATE
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         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 Warrant Agreement.

         Subject to the  provisions of the Act, of the 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 200 North  Harvey  Avenue,  Suite  1704,
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.


THIS 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:


----------------------------------
Jeanette C. Timmons, Secretary




                              WARRANT CERTIFICATE
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<PAGE>


                          FULLNET COMMUNICATIONS, INC.

                                  SUBSCRIPTION
                                  ------------

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

TO:                 FULLNET COMMUNICATIONS, INC.
                    200 North Harvey, Suite 1704
                    Oklahoma City, Oklahoma 73102
                    Attention:  President

         1. The undersigned, _________________________________,  pursuant to the
provisions of the Warrant Agreement dated as of  ______________  _____, 2000 and
the attached Warrant Certificate, hereby agrees to subscribe for the purchase of
_______ shares of the common stock of FullNet  Communications,  Inc.  covered by
the attached  Warrant  Certificate,  and makes payment  therefore in full at the
price per share provided by the 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)


                              WARRANT CERTIFICATE
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<PAGE>

                                   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)



                               WARRANT CERTIFICATE
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