THIS PROMISSORY  NOTE HAS NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933,
AS  AMENDED  (THE  "ACT"),  NOR UNDER ANY  STATE  SECURITIES  LAW AND MAY NOT BE
PLEDGED,  SOLD,  ASSIGNED,  HYPOTHECATED  OR OTHERWISE  TRANSFERRED  UNTIL (1) A
REGISTRATION  STATEMENT WITH RESPECT  THERETO IS EFFECTIVE UNDER THE ACT AND ANY
APPLICABLE  STATE  SECURITIES  LAW OR (2) THE  COMPANY  RECEIVES  AN  OPINION OF
COUNSEL TO THE  COMPANY OR OTHER  COUNSEL TO THE HOLDER OF SUCH NOTE WHICH OTHER
COUNSEL IS REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH NOTE MAY BE PLEDGED,
SOLD,  ASSIGNED,  HYPOTHECATED OR TRANSFERRED WITHOUT AN EFFECTIVE  REGISTRATION
STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.

THESE  SECURITIES HAVE BEEN ISSUED OR SOLD IN RELIANCE ON PARAGRAPH (13) OF CODE
SECTION  10-5-9 OF THE "GEORGIA  SECURITIES ACT OF 1973," AND MAY NOT BE SOLD OR
TRANSFERRED  EXCEPT IN A TRANSACTION  WHICH IS EXEMPT UNDER SUCH ACT OR PURSUANT
TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT.


                          FULLNET COMMUNICATIONS, INC.
                              14% Promissory Note


DATED:                                                    ___________ ____, 2000

PRINCIPAL AMOUNT (US$):    $________


FULLNET COMMUNICATIONS, INC., an Oklahoma corporation (the "Company"), for value
received,  hereby  promises  to pay to  _________________________,  residing  at
_____________________________________________________ or registered assigns (the
"Payee" or "Holder")  upon due  presentation  and  surrender of this Note on the
Repayment   Date   (as   hereinafter    defined)   the   principal   amount   of
____________________________,   and  accrued  interest  thereon  as  hereinafter
provided.

1.       PAYMENT OF PRINCIPAL AND INTEREST; METHOD OF PAYMENT.

         1.1 Payment. Payment of the principal and accrued interest on this Note
shall be made in such coin or currency of the United States of America as at the
time of  payment  shall be legal  tender for the  payment of public and  private
debts.  Interest (computed for the actual number of days elapsed on the basis of
a year  consisting of 365 days) on the unpaid portion of said  principal  amount
from  time to time  outstanding  shall  be paid by the  Company  at the  rate of
fourteen  percent (14%) per annum (the "Stated  Interest  Rate"),  said interest
payable to the Payee on the 10th day following  the end of each calendar  month.
The  principal  shall be due and payable on the  Repayment  Date,  which payment
shall be made only upon  presentation  and surrender of this Note to the Company
at its address set forth  herein.  The Company  will pay or cause to be paid all
sums  becoming  due  hereon  for  principal  and  interest  by check sent to the
Holder's  above address or to such other address as the Holder may designate for
such purpose from time to time by written notice to the Company,

                                  Page 1 of 6

<PAGE>

         1.2      Repayment Date.

                  (a) For purposes hereof,  unless sooner repaid by the Company,
         the "Repayment Date" shall mean the earlier of the following dates: (i)
         the date  which is  within  five  (5) days of  receipt  of funds by the
         Company of any  offering  raising  gross  proceeds to the Company of at
         least $1,250,000  (which offering the Company intends to conduct but of
         which there is no assurance);  provided,  however,  if funds related to
         any such offering are received in tranches,  "Repayment  Date" shall be
         deemed to mean the date  which is within  five (5) days of  receipt  of
         first funds received by the Company,  or (ii) the date which is six (6)
         months after the above-stated  issuance date of this Note (the "Initial
         Six-Month Term"), unless extended pursuant to Section 1.2(b) hereunder.

                  (b) The Company  may, by written  notice to the Holder  within
         ten (10) days prior to the end of the  Initial  Six-Month  Term and the
         delivery to Holder with such notice of ________  Warrants (as such term
         is defined in Section 1.3  hereof),  extend the  Repayment  Date for an
         additional ninety (90) days (the "First Extension  Period");  provided,
         however,  that the Company may, by written  notice to the Holder within
         ten (10) days  prior to the end of the First  Extension  Period and the
         delivery to Holder with such notice of another  _________  Warrants (as
         such term is defined in Section 1.3 hereof),  extend the Repayment Date
         for a second ninety (90) day period (the "Second Extension Period"), in
         which case all  principal and any accrued and unpaid  interest  thereon
         shall  be due and  payable  on the  last  day of the  Second  Extension
         Period.

         1.3  Issuance of Common  Stock  Purchase  Warrants.  In addition to the
interest  payable  pursuant to Section 1.1 above, the Company agrees to issue to
the Holder as additional  compensation,  ________ common stock purchase warrants
(the  "Warrants"),  giving  the Holder the right to  purchase  from the  Company
________ shares of the Company's $.00001 common stock ("Common  Stock"),  at the
per share price and on the terms set forth in the  Warrants,  a form of which is
attached  hereto as Exhibit "A." The  Warrants are deemed  earned on the initial
advance by the Holder under this Agreement and will not terminate on the payment
or prepayment of this Note.

         1.4  Prepayment.  The  Note  may be  prepaid  in full or in part by the
Company at any time prior to the  Repayment  Date.  Any  prepayment of this Note
shall be applied first to any accrued but unpaid interest, then to the principal
amount of the Note.

2.       RANKING OF NOTE.

         2.1 Junior to Existing  Debt. The Company,  for itself,  its successors
and assigns,  covenants and agrees,  and the Payee and each successive Holder by
acceptance of this Note,  likewise  covenants and agrees that the payment of the
principal of and interest on this Note ranks  junior and is  subordinate  to all
existing indebtedness, including trade debt.

                                  Page 2 of 6

<PAGE>

         2.2 Indebtedness. "Indebtedness" means (a) any liability of the Company
(i) for borrowed  money, or (ii) evidenced by a note,  debenture,  bond or other
instrument of  indebtedness  (including,  without  limitation,  a purchase money
obligation),  given in connection  with the  acquisition of property,  assets or
services, (iii) for the payment of rent or other amounts relating to capitalized
lease  obligations,  or (iv) trade  accounts  payable and trade credit;  (b) any
liability of others  described in the preceding clause (a) which the Company has
guaranteed or which is otherwise its legal liability;  and (c) any modification,
renewal, extension,  replacement or refunding of any such liability described in
the preceding clauses (a) and (b) except that Indebtedness.

         2.3 Further  Actions.  The Holder agrees to execute such  subordination
agreements, instruments or waivers as may be reasonably necessary to reflect the
subordination of this Note to the Indebtedness.

3.       REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

         The Company represents and warrants to the Holder that the Company:

                  (a) is a corporation  duly organized,  validly existing and in
         good standing under the laws of the State of Oklahoma;

                  (b) has all  requisite  power and  authority and all necessary
         licenses and permits to own and operate its  properties and to carry on
         its  business  as  now  conducted  and  as  presently  proposed  to  be
         conducted,  the  failure  of which  would not have a  material  adverse
         effect  on  the  business,  operations,   properties,   liabilities  or
         condition (financial or otherwise) of the Company; and

                  (c) has  adequate  authority,  power and legal  right to enter
         into, execute and deliver the Note. On execution and delivery, the Note
         will  be  a  legal,   valid  and  binding  obligation  of  the  Company
         enforceable in accordance with its terms.

4.       EVENTS OF DEFAULT.

         It shall be an Event of  Default  with  respect  to this  Note upon the
occurrence and continuation uncured of any of the following events:

         4.1      Default in Payment, Etc.

                  (a) A default in the  payment  of any  interest  or  principal
         payments on this Note,  and such  default  shall  continue  uncured for
         fifteen (15) days after due date and notice is received  from Holder of
         such default for the making of such interest or principal payment; or

                  (b)  default  in the  performance,  or  breach,  of any  other
         covenant of the Company in this Note and continuance of such default or
         breach uncured for a period of thirty (30) days after receipt of notice
         as to such  breach or after the  Company  knew or should  have known of
         such breach.

                                  Page 3 of 6

<PAGE>

         4.2  Bankruptcy.  The  entry  of a decree  or  order by a court  having
jurisdiction  adjudging  the Company a bankrupt  or  insolvent,  or  approving a
petition seeking reorganization, arrangement, adjustment or composition of or in
respect of the  Company,  under  federal  bankruptcy  law,  as now or  hereafter
constituted, or any other applicable federal or state bankruptcy,  insolvency or
other similar law, and the  continuance of any such decree or order unstayed and
in effect for a period of sixty (60) days; or the commencement by the Company of
a voluntary case under federal bankruptcy law, as now or hereafter  constituted,
or any  other  applicable  Federal  or state  bankruptcy,  insolvency,  or other
similar law, or the consent by it to the institution of bankruptcy or insolvency
proceedings  against  it, or the filing by it of a petition or answer or consent
seeking  reorganization  or relief  under  federal  bankruptcy  law or any other
applicable  Federal  or state  law,  or the  consent by it to the filing of such
petition or to the  appointment of a receiver,  liquidator,  assignee,  trustee,
sequestrator or similar  official of the Company or of any  substantial  part of
its property, or the making by it of an assignment for the benefit of creditors,
or the admission by it in writing of its inability to pay its debts generally as
they become due, or the taking of corporate action by the Company in furtherance
of any such action.

5.       REMEDIES UPON DEFAULT.

         5.1  Acceleration.  Upon an Event of Default and at any time during the
continuation thereof, the Holder, by notice in writing given to the Company, may
declare the entire principal of this Note then outstanding to be due and payable
immediately,  and upon any such declaration the same shall become and be due and
payable immediately, anything herein contained to the contrary notwithstanding.

         5.2  Proceedings and Actions.  During the  continuation of any Event of
Default,  the Holder may institute  such actions or proceedings in law or equity
as it shall deem  expedient  for the  protection of its rights and may prosecute
and enforce its claims against all assets of the Company, and in connection with
any such action or  proceeding  shall be  entitled  to receive  from the Company
payment of the principal  amount of this Note plus accrued  interest to the date
of payment plus reasonable expenses of collection including, without limitation,
attorney's fees and expenses.

6.       RESTRICTIONS ON TRANSFER.

         6.1 The Holder  acknowledges  that he has been  advised by the  Company
that this  Note has not been  registered  under the Act,  that the Note is being
issued on the basis of the statutory  exemption  provided by section 4(2) of the
Act and/or  Regulation D promulgated  thereunder  relating to transactions by an
issuer  not  involving  any public  offering,  and that the  Company's  reliance
thereon  is based in part  upon the  representations  made by the  Holder in the
Holder's Investor  Representation  Letter,  previously furnished to the Company.

                                  Page 4 of 6

<PAGE>

The Holder  acknowledges  that he has been  informed  by the  Company  of, or is
otherwise  familiar with, the nature of the  limitations  imposed by the Act and
the  rules  and  regulations  thereunder  on  the  transfer  of  securities.  In
particular,  the Holder agrees that no sale,  assignment or transfer of the Note
shall be valid or  effective,  and the Company shall not be required to give any
effect to any such sale, assignment or transfer, unless (i) the sale, assignment
or transfer of the Note is registered  under the Act, it being  understood  that
the Note is not  currently  registered  for sale  and  that the  Company  has no
obligation  or  intention  to so register  the Notes,  or (ii) the Note is sold,
assigned or transferred in accordance with all the  requirements and limitations
of Rule 144 under the Act, it being understood that Rule 144 is not available at
the  present  time for the sale of the Note and that  there can be no  assurance
that Rule 144 sales will be available  at any time in the future,  or (iii) such
sale,  assignment,  or transfer is otherwise exempt from registration  under the
Act. The Holder of this Note and each  transferee  hereof further agrees that if
any  distribution  of this Note is proposed to be made by them otherwise than by
delivery of a prospectus meeting the requirements of Section 10 of the Act, such
action  shall be taken only  after  submission  to the  Company of an opinion of
counsel, reasonably satisfactory in form and substance to the Company's counsel,
to the effect that the proposed distribution will not be in violation of the Act
or of applicable state law. Furthermore, it shall be a condition to the transfer
of this Note that any  transferee  thereof  deliver to the  Company  his written
agreement to accept and be bound by all of the terms and conditions contained in
this Note.

7.       MISCELLANEOUS.

         7.1 No Recourse. No recourse whatsoever, either directly or through the
Company or any trustee,  receiver or  assignee,  shall be had in any event or in
any manner against any past, present or future stockholder,  director or officer
of the Company for the payment of the  principal  of or interest on this Note or
for any claim based thereon or otherwise in respect this Note, this Note being a
corporate obligation only.

         7.2 Notices. All communications  provided hereunder shall be in writing
and, if to the Company,  delivered  or mailed by  registered  or certified  mail
addressed to FullNet Communications,  Inc., 200 North Harvey Avenue, Suite 1704,
Oklahoma    City,    Oklahoma    73102    or,    if   to    the    Holder,    at
-------------------------------------------.

         7.3  Lost,  Stolen  or  Mutilated  Note.  In case  this  Note  shall be
mutilated, lost, stolen or destroyed, the Company may, in its discretion,  issue
and  deliver in  exchange  and  substitution  for and upon  cancellation  of the
mutilated Note, or in lieu of and  substitution  for the Note,  lost,  stolen or
destroyed,  a new Note of like tenor and  representing  an  equivalent  right or
interest,  but only upon receipt of evidence satisfactory to the Company of such
loss, theft or destruction and an indemnity, if requested,  also satisfactory to
it.

         7.4 Course of Dealing. No course of dealing between the Company and the
Holder hereof shall operate as a waiver of any right of any Holder  hereof,  and
no delay on the part of the Holder in exercising  any right  hereunder  shall so
operate.

         7.5 Amendments.  This Note may be amended only by a written  instrument
executed by the Company and the Holder hereof.  Any amendment  shall be endorsed
upon this Note, and all future holders shall be bound thereby.

                                  Page 5 of 6

<PAGE>

         7.6 Governing Law. This Note shall be construed in accordance  with and
governed by the laws of the State of Oklahoma, without giving effect to conflict
of laws principles.

         DATED the date first written above.


                               FULLNET COMMUNICATIONS, INC.



                               By:________________________________________
                                     Timothy J. Kilkenney,
                                     President and Chief Executive Officer
(SEAL)

Attest:


________________________________________
Jeanette C. Timmons, Secretary





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