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 WARRANT AGREEMENT REFERRED TO HEREIN.


                          FULLNET COMMUNICATIONS, INC.


No.:  W-00-0___                                               _________ Warrants
Date: _________ ____, 2000

         THIS IS TO CERTIFY that  _________________ or its 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.

         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.

                               WARRANT CERTIFICATE
                                   Page 1 of 4

<PAGE>

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. Kilkenney, President and CEO

(SEAL)

Attest:


___________________________________
Jeanette C. Timmons, Secretary









                              WARRANT CERTIFICATE
                                   Page 2 of 4


<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
                                   Page 3 of 4

<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
                                   PAGE 4 OF 4