FULLNET COMMUNICATIONS, INC.
                            (an Oklahoma corporation)

                                WARRANT AGREEMENT

                                                          ___________ ____, 2000

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         FullNet Communications,  Inc., an Oklahoma corporation (the "Company"),
agrees to issue to you  warrants  (the  "Warrants")  to  purchase  the number of
shares of common stock,  par value $0.00001 per share (the "Common  Stock"),  of
the  Company set forth  herein,  subject to the terms and  conditions  contained
herein.

         1. Issuance of Warrants;  Exercise Price. The Warrants,  which shall be
certificated  in the form  attached  hereto as EXHIBIT  "A,"  (each,  a "Warrant
Certificate")  shall be issued to you concurrently  with the execution hereof in
consideration of the Promissory Loan in the amount of $____________  pursuant to
the terms of the 14%  Promissory  Note dated of even date herewith (the "Note").
The  Warrants  shall  provide  that you, or such other  holder or holders of the
Warrants to whom transfer is  authorized  in  accordance  with the terms of this
Agreement,  shall have the right to purchase an aggregate of ________  shares of
Common  Stock  for an  exercise  price  equal to $.01 per share  (the  "Exercise
Price"); provided,  however, that in the event the Company desires to extend for
ninety (90) days the maturity  date of the Note,  the Company shall issue to you
the right to  purchase  an  additional  ________  shares of Common  Stock at the
Exercise  Price.  The Company shall have the option to extend for two (2) ninety
(90) day  periods  the  maturity  date of the Note,  subject in each case to the
grant of additional Warrants as set forth in the preceding sentence.

         2.  Exercise of  Warrants.  At any time and from time to time after the
date hereof and expiring on the fifth  anniversary of the effective date of this
Agreement at 5:00 p.m.,  Central Standard Time,  Warrants may be exercised as to
all or any portion of the whole number of shares of Common Stock  covered by the
Warrants by the holder  thereof by surrender of the Warrants,  accompanied  by a
subscription  for shares to be  purchased  in the form  attached to each Warrant
Certificate  and  by  payment  to  the  Company  as set  forth  in  the  Warrant
Certificate  in the amount  required  for purchase of the shares as to which the
Warrant is being exercised,  delivered to the Company at its principal office at
200 North Harvey Avenue,  Suite 1704, Oklahoma City, Oklahoma 73102,  Attention:
President.  Upon the  exercise  of a Warrant,  in whole or in part,  the Company
will, within ten (10) days thereafter,  at its expense (including the payment by
the Company of any applicable  issue or transfer  taxes),  cause to be issued in
the name of and delivered to the holder a certificate  or  certificates  for the
number of fully  paid and  non-assessable  shares of Common  Stock to which such
holder is entitled  upon  exercise of the  Warrant.  In the event such holder is
entitled to a fractional  share,  in lieu  thereof,  such holder shall be paid a
cash  amount  equal  to such  fraction,  multiplied  by the  Current  Value  (as
hereafter  defined) of one full share of Common  Stock on the date of  exercise.
Certificates  for shares of Common  Stock  issuable by reason of the exercise of
the Warrant or Warrants shall be dated and shall be effective as the date of the
surrendering  of the  certificates  for the shares so purchased.  In the event a
Warrant  is  exercised,  as to less than the  aggregate  amount of all shares of
Common Stock  issuable upon  exercise of all Warrants  held by such person,  the
Company  shall  issue a new  Warrant to the holder of the  Warrant so  exercised
covering the  aggregate  number of shares of Common  Stock as to which  Warrants
remain unexercised.

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<PAGE>

                  For purposes of this section,  Current Value is defined (i) in
the case for which a public  market  exists for the Common  Stock at the time of
such  exercise,  the average of the daily closing prices of the Common Stock for
twenty (20)  consecutive  business  days  commencing  thirty (30)  business days
before the date of exercise, and (ii) in the case no public market exists at the
time of  such  exercise,  at the  Appraised  Value.  For  the  purposes  of this
Agreement,  "Appraised  Value" is the value  determined in  accordance  with the
following  procedures.  For a period of five (5) days after the date of an event
(a "Valuation Event") requiring determination of Current Value at a time when no
public market exists for the Common Stock (the "Negotiation Period"), each party
to this Agreement  agrees to negotiate in good faith to reach agreement upon the
Appraised  Value of the  securities or property at issue,  as of the date of the
Valuation  Event,  which will be the fair  market  value of such  securities  or
property,  without  premium  for  control or discount  for  minority  interests,
illiquidity  or  restrictions  on  transfer.  In the event that the  parties are
unable to agree upon the Appraised Value of such securities or other property by
the end of the Negotiation  Period,  then the Appraised Value of such securities
or property  will be determined  for purposes of this  Agreement by a recognized
appraisal or investment  banking firm  mutually  agreeable to the holders of the
Warrants and the Company (the  "Appraiser").  If the holders of the Warrants and
the Company cannot agree on an Appraiser  within two (2) business days after the
end of the Negotiation  Period, the Company, on the one hand, and the holders of
the Warrants,  on the other hand, will each select an Appraiser  within ten (10)
business  days  after  the  end of the  Negotiation  Period  and  those  two (2)
Appraisers will select ten (10) days after the end of the Negotiation  Period an
independent  Appraiser to determine the fair market value of such  securities or
property,  without premium for control or discount for minority interests.  Such
independent  Appraiser  will be directed to determine  fair market value of such
securities as soon as  practicable,  but in no event later than thirty (30) days
from the date of its selection.  The  determination  by an Appraiser of the fair
market value will be conclusive  and binding on all parities to this  Agreement.
Appraised  Value of each share of Common stock at a time when (i) the Company is
not a reporting  company under the Exchange Act and (ii) the Common Stock is not
traded in the organized securities markets, will, in all cases, be calculated by
determining  the  Appraised  Value of the  entire  Company  taken as a whole and
dividing  that value by the number of shares of Common  Stock then  outstanding,
without premium for control or discount for minority  interests,  illiquidity or
restrictions  on  transfer.  The  costs  of the  Appraiser  will be borne by the
Company.  In no event will the Appraised  Value of the Common Stock be less than
the per share  consideration  received or receivable  with respect to the Common
Stock or securities  or property of the same class in connection  with a pending
transaction   involving  a  sale,  merger,   recapitalization,   reorganization,
consolidation,  or share exchange,  dissolution of the Company, sale or transfer
of all or a majority of its assets or revenue or income generating capacity,  or
similar transaction.

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<PAGE>

         3.     Registration Rights.
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                  (a) S-3  Registration  Rights.  The Company will  register the
         shares of Common Stock  underlying the Warrants (the "Warrant  Shares")
         within thirty (30) days following the date upon which the Company shall
         become  eligible  to  register  its  securities  on Form S-3  under the
         Securities  Act of  1933,  as  amended  (the  "Securities  Act") or any
         successor  to such form in a manner  that  will,  upon  being  declared
         effective,  constitute a "shelf"  registration for purposes of Rule 415
         under the Securities  Act,  pursuant to which the Warrant Shares may be
         sold from time to time and in such amounts as the holder(s) thereof may
         hereafter  determine,  all in a manner  consistent  with all applicable
         provisions of the Securities Act; provided,  however, if at the time of
         such S-3  eligibility,  the Company has formulated plans to file within
         60 days thereof a  registration  statement  covering the sale of any of
         its  securities  in a public  offering  under the  Securities  Act,  no
         registration  of the  Warrant  Shares  shall be  initiated  under  this
         Section  3(a)  until  90  days  after  the   effective   date  of  such
         registration  statement  unless  the  Company  is no longer  proceeding
         diligently to secure the effectiveness of such registration  statement;
         provided that the Company shall provide the Warrant holder(s) the right
         to  participate  in such public  offering  pursuant to, and subject to,
         Section  3(b).  The Company  will use its best efforts to have the Form
         S-3  declared  effective.  At its  expense,  the Company will keep such
         registration effective for a period of one hundred eighty (180) days or
         until the holder or holders have completed the  distribution  described
         in the registration statement relating thereto, whichever first occurs;
         and furnish such number of prospectuses  and other  documents  incident
         thereto as a holder from time to time may reasonably request.

                  (b) Piggyback  Registration  Rights. At any time following the
         date hereof, whenever the Company proposes to register any Common Stock
         for its own or the  account of others  under the  Securities  Act for a
         public offering,  other than (i) any shelf registration of shares to be
         used as consideration for acquisitions of additional  businesses by the
         Company and (ii) registrations  relating to employee benefit plans, the
         Company  shall give each Warrant  holder prompt  written  notice of its
         intent to do so. Upon the written  request of any Warrant  holder given
         within 15 business days after receipt of such notice, the Company shall
         cause  to be  included  in such  registration  all  Warrant  Securities
         (including  any shares of Common  Stock  issued as a dividend  or other
         distribution  with respect to, or in exchange for, or in replacement of
         such Warrant  Securities) which any Warrant holder requests;  provided,
         however,  if the  Company  is  advised  in writing in good faith by any
         managing  underwriter  of an  underwritten  offering of the  securities
         being offered pursuant to any registration statement under this Section
         3(b) that the  number of shares to be sold by  persons  other  than the
         Company is greater  than the number of such shares which can be offered
         without  adversely  affecting the offering,  the Company may reduce pro
         rata the number of shares  offered  for the  accounts  of such  persons
         (based  upon the  number of  shares  held by such  person)  to a number
         deemed satisfactory by such managing underwriter.

                  (c) Lock-up  Agreement.  In  consideration  for the  Company's
         agreeing to its  obligations  under this Section 3, each Warrant holder
         agrees that,  effective upon the request of the  underwriters  managing
         the Company's initial public offering,  such holder shall be obligated,
         so long as all  executive  officers  and  directors  of the Company are
         bound by a comparable obligation,  not to sell, make any short sale of,
         loan, grant any option for the purchase of, or otherwise dispose of any
         shares of Common  Stock  underlying  the  Warrants  (other  than  those
         included in the registration) without the prior written consent of such
         underwriters, for such period of time (not to exceed one hundred eighty
         (180) days) from the effective date of such initial public  offering as
         the underwriters may specify.

         4. Specific  Performance.  The Company stipulates that remedies at law,
in money damages, available to the holder of a Warrant, or of a holder of Common
Stock issued  pursuant to exercise of a Warrant,  in the event of any default or
threatened  default by the Company in the  performance of or compliance with any
of the terms of this Agreement are not and will not be adequate.  Therefore, the
Company agrees that the terms of this Agreement may be specifically  enforced by
a decree for the specific performance of any agreement contained herein or by an
injunction against a violation of any of the terms hereof or otherwise.

         5.  Successors and Assigns;  Binding  Effect.  This Agreement  shall be
binding  upon  and  insure  to the  benefit  of you and the  Company  and  their
respective successors and permitted assigns.

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<PAGE>

         6.  Notices.  Any  notice  hereunder  shall be given by  registered  or
certified  mail,  if to the Company,  at its  principal  office,  and, if to the
holders, to the respective addresses shown in the Warrant ledger of the Company,
provided  that any holder may at any time on three (3) days'  written  notice to
the Company designate or substitute another address where notice is to be given.
Notice  shall be deemed  given and  received  after a  certified  or  registered
letter, properly addressed with postage prepaid, is deposited in the U.S. mail.

         7.  Severability.  Every  provision of this Agreement is intended to be
severable.  If any term or provision hereof is illegal or invalid for any reason
whatsoever, such illegality or invalidity shall not affect the remainder of this
Agreement.

         8. Assignment;  Replacement of Warrants. If the Warrant or Warrants are
assigned,  in  whole or in  part,  the  Warrants  shall  be  surrendered  at the
principal  office  of the  Company,  and  thereupon,  in the  case of a  partial
assignment,  a new Warrant  shall be issued to the holder  thereof  covering the
number of shares not assigned,  and the assignee  shall be entitled to receive a
new Warrant covering the number of shares so assigned.  Upon receipt of evidence
reasonably  satisfactory  to the  Company of the loss,  theft,  destruction,  or
mutilation of any Warrant and appropriate  bond or  indemnification  protection,
the Company  shall issue a new Warrant of like tenor.  The Warrants  will not be
transferred,  sold, or otherwise hypothecated by you or any other person and the
Warrants will be  nontransferable,  except to (i) one or more  persons,  each of
which on the date of transfer is an  officer,  shareholder,  or employee of you;
(ii) a  partnership  or  partnerships,  the partners of which are you and one or
more persons, each of whom on the date of transfer is an officer of you; (iii) a
successor  to  you in  merger  or  consolidation;  (iv)  a  purchaser  of all or
substantially  all of your assets;  or (v) a person that receives a Warrant upon
death of a holder pursuant to will, trust, or the laws of intestate succession.

         9.  Governing  Law. This  Agreement  shall be governed and construed in
accordance  with the laws of the State of Oklahoma  without giving effect to the
principles of choice of laws thereof.

         10.  Definition.  All  references  to the word "you" in this  Agreement
shall be deemed to apply with equal  effect to any  persons or  entities to whom
Warrants have been  transferred in accordance with the terms hereof,  and, where
appropriate,  to any persons or entities holding shares of Common Stock issuable
upon exercise of Warrants.

         11.  Headings.  The headings  herein are for purposes of reference only
and shall not limit or  otherwise  affect the  meaning of any of the  provisions
hereof.

         12.  Counterparts.  This  Agreement  may be  executed  in  two or  more
counterparts,  and it will not be necessary  that the  signatures of all parties
hereto be contained on any one  counterpart  hereof.  Each  counterpart  will be
deemed an original,  but all  counterparts  together will constitute one and the
same instrument.  The parties agree that a facsimile of this Agreement signed by
the parties will  constitute an agreement in accordance with the terms hereof as
if all of the parties had executed an original of this Agreement.

                                    Very truly yours,

                                    FULLNET COMMUNICATIONS, INC.


                                    By:
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                                        Timothy J. Kilkenny, President and CEO




ACCEPTED AS OF THE ________ DAY OF ____________, 2000:



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