EXHIBIT 10.2


                                 LEASE AGREEMENT


LEASE AGREEMENT ("Lease"), entered into as of this 2nd day of December, 1999, by
and  between BOK Plaza  Associates,  L.L.C.,  having an address at 330  Garfield
Street, Suite 200, Santa Fe, New Mexico ("Landlord") and Fullnet Communications,
Inc.,  an Oklahoma  Corporation  having an address at 201 Robert S. Kerr,  Suite
210, Oklahoma City, OK 73102 ("Tenant").


                                   WITNESSETH:


Premises       1. Landlord, for and in consideration of the payments hereinafter
               stipulated to be made by Tenant and the covenants and  agreements
               hereinafter  contained to be kept and performed by Tenant, hereby
               leases unto Tenant,  and Tenant hereby leases from Landlord Suite
               210. containing  approximately 13,627 rentable square feet on the
               2nd floor  ("Premises"),  as shown on the drawing attached hereto
               as Exhibit A and made a part hereof,  in the building  located at
               201 Robert S Kerr Avenue,  Oklahoma  City,  OK 73102 and known as
               Bank of Oklahoma Plaza ("Building").

Term           2. The term  ("Term") of this Lease shall be for 10 years (unless
               sooner terminated as herein provided),  commencing on the 1st day
               of January,  2000  ("Commencement  Date"), and ending on the 31st
               day of December, 2009. In the event Landlord is unable to deliver
               possession  of the  Premises  at the  commencement  of the  Term,
               Landlord  shall not be liable  for any damage  thereby  nor shall
               this Lease be void or voidable nor shall the  expiration  date be
               extended  but  Tenant  shall not be liable for any rent until the
               earlier to occur of either (i) the day Tenant's  personnel  first
               occupy  all or any  portion  of the  Premises  or (ii) the day on
               which Landlord gives to Tenant notice that the Premises are ready
               for occupancy by Tenant.

Rent           3.  Tenant  shall  pay as fixed  minimum  rent  for the  Premises
               without  prior demand and without  offset or deduction the sum of
               One Million Two Hundred  Ninety One  Thousand  One Hundred  Fifty
               Eight and No/100 Dollars ($1,291,158.00)  throughout the term and
               further detailed in Article 34. Monthly installments  detailed in
               Article  34 shall be paid in  advance  on the  first  day of each
               calendar month of the Term and additional rent as hereinafter set
               forth.  All  rent  and  additional  rent  payments  shall be made
               payable  to  BOK  Plaza  Associates,  L.L.C.,  and  delivered  to
               Landlord at c/o Grubb &  Ellis/Beffort  Brooks  Malherbe,  101 N.
               Robinson,  Suite 700, Oklahoma City, Oklahoma 73102 or such other
               address as Landlord  may from time to time  designate.  The first
               full month's  installment  of fixed  minimum  rent due  hereunder
               shall be paid by Tenant to Landlord  upon the  execution  of this
               Lease. If the tenancy commences on a day other than the first day
               of any  calendar  month,  Tenant  shall pay the pro rata share of
               fixed  minimum  rent due for the  unexpired  time in the month in
               addition to the fixed  minimum rent for the first full month upon
               the  execution  of this  Lease.  All other  payments  and charges
               hereunder  shall be additional rent and subject to collection I n
               the same manner as fixed minimum rent.

Security
Deposit        4. Tenant will  deposit  with  Landlord  the sum of  $5,000.00 as
               security for the faithful performance by Tenant of all the terms,
               covenants  and  conditions  of this Lease.  Said deposit shall be
               held by Landlord,  without  liability  for  interest,  and may be
               applied by  Landlord,  in whole or part,  for the  payment of any
               past due fixed  minimum  rent,  additional  rent, or other money.
               damage or loss which may be  sustained  by Landlord  because of a
               default  by  Tenant.  In the  event  of any such  application  by
               Landlord,  Tenant  shall,  upon the written  demand of  Landlord,
               promptly remit to Landlord a sufficient amount of cash to restore
               the security to the original sum deposited. Said deposit shall be
               returned  to  Tenant  after  termination  of  Tenant's  occupancy
               hereunder  and after  delivery  of the entire  possession  of the
               Premises to Landlord in full  accordance  with tine terms of this
               Lease,  provided  Tenant  has  complied  with  all of the  terms,
               covenants and conditions of this Lease,  including those relating
               to the  condition in which the Premises  shall be left by Tenant.
               Landlord  may  deliver  such  deposit to any  purchaser  or other
               transferee of Landlord's interest in the Building,  and thereupon
               Landlord  shall be  discharged  from any further  liability  with
               respect to such deposit.

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Use;
Compliance
with
Laws           5. Tenant shall use and occupy the Premises for office space as a
               telecommunications  and internet  data center and general  office
               and for no other  purposes  without the prior written  consent of
               the  Landlord.  Tenant  shall use the  Premises  for no  unlawful
               purpose or act;  shall not  commit nor permit  waste or damage to
               the Premises;  shall,  at its sole cost and expense,  comply with
               and obey all present and future laws,  regulations,  or orders of
               any governmental authority, agency, department, commission, board
               or any other body which shall impose any violation, order or duty
               upon  Landlord or Tenant  with  respect to the  Premises,  or, if
               arising  out of  Tenant's  use or manner of use of the  Premises,
               with  respect to the  Building;  shall  comply  with and obey all
               directions  of the  Landlord,  including  Rules  and  Regulations
               attached  hereto as Exhibit B and made a part hereof,  as changed
               or modified from time to time by Landlord on reasonable notice to
               Tenant;  shall not do or permit  anything  to be done in or about
               the Premises which will in any way obstruct or interfere with the
               rights of other tenants or occupants of the Building or injure or
               annoy them; shall not place a load on any portion of the floor of
               the Premises in excess of the floor load per square foot which it
               was designed to carry;  and shall not do or permit anything to be
               done which will invalidate or increase the rate of insurance upon
               tine  Building.  Landlord  shall not be responsible to Tenant for
               the  nonperformance  by  any  other  tenant  or  occupant  of the
               Building of any of the Rules and Regulations.

Condition
of Premises    6. (a) Tenant has inspected the Premises and agrees to accept the
               same   "as   is"   without   any   agreements,   representations,
               understandings  or obligations on the part of Landlord to perform
               any alterations,  repairs or improvements.
                  (b) Any  construction, alterations  or  improvements  to   the
               Premises shall be performed by Tenant using contractors  selected
               by Tenant and  approved by Landlord  and shall be governed in all
               respects by the  provisions  of Section  8(a) (b) and (c) of this
               Lease. In any and all events the  Commencement  Date shall not be
               postponed  or delayed if the  improvements  to the  Premises  are
               incomplete on the  Commencement  Date for any reason  whatsoever.
               Any delay I the  completion  of the initial  improvements  to the
               Premises shall not subject Landlord to any liability for any loss
               or damage resulting therefrom.

Services       7. (a) As long as  Tenant  is not in  default  under any terms or
               covenants in this Lease,  Landlord will furnish such elevator and
               electricity service as in its judgernent is reasonably  necessary
               for the  comfortable  use of the Premises  during normal business
               hours on all generally  recognized  business days, but no failure
               to furnish  any  service,  except as the  result of time  willful
               neglect of Landlord,  and no  interruption  or  suspension of any
               such   service   when   necessary   by  reason  of   governmental
               regulations,  civil commotion or riot, accident or emergency,  or
               for repairs.  alterations or improvements considered desirable or
               necessary  by  Landlord,  shall be  construed  as an  eviction of
               Tenant or an abatement or diminution  of rent or render  Landlord
               liable  for  damages  either  to  person,  business  or  property
               suffered  by Tenant,  its  employees,  licensees,  or invitees by
               reason of any such  failure,  or release  Tenant  from any of its
               obligations  under this Lease.  Tenant shall be  responsible  for
               providing its own janitorial services to the Premises.

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                  (b) Tenant  shall  not  install  nor   connect   any   device,
               including,   without  limitation,   air  conditioning  equipment.
               electric driven motor or any electrical,  gas or water appliance,
               machine or  equipment  other  than  customary  office  equipment,
               without Landlord's prior written consent;  such consent shall not
               relieve  Tenant of its  obligation to restore the Premises to the
               condition  existing  prior to the  installation  of said  device,
               including  the  removal  of any or all ducts,  wiring,  piping or
               similar  apparatus and the repair and  replacement  of all damage
               caused by such removal.  Landlord may, at its option,  retain all
               such apparatus excluding any supplemental air conditioning system
               and  generator  installed by Tenant,  and require the delivery of
               time  Premises in the  condition  as changed as the result of the
               installation of such  apparatus.  (c) Landlord shall, at Tenant's
               sole cost and expense,  install  sub-meters  to measure  Tenant's
               utility consumption in the Premises (including but not limited to
               electricity,   gas  and  water)  and  to  charge  the  Tenant  as
               additional  rent  (or  such  utility   consumption  at  the  then
               applicable rate for the  sub-metered  utilities plus five percent
               (5%) for  administrative  expenses promptly upon demand therefor.
               In the event no such rate is  promulgated,  then  Landlord  shall
               bill Tenant and Tenant shall pay  Landlord  for Tenant's  utility
               consumption  at the same rates and frequency that Tenant would be
               obligated  to  pay  the  local  utility  company  furnishing  the
               applicable  utility service if it were metered directly,  and all
               such  sums  shall  be  collectible  as  additional  tent  payable
               hereunder.

Alterations;
Mechanics'
Liens          8.  (a)  Tenant  shall  not  make  any  changes,  alterations  or
               additions  in or to the  Premises  of any nature  ("Alterations")
               without  Landlord's  prior  written  consent.  In the  event  any
               Alterations  are made upon written  request by Tenant approved by
               Landlord,  such Alterations  shall be made at the sole expense of
               Tenant by a  contractor  approved  by  Landlord,  or if  mutually
               agreed between  Landlord and Tenant,  Landlord shall perform such
               work at a price of cost plus 20%.  Tenant  shall not  display any
               signs or similar  placards in or on the Building,  the windows of
               the Premises or the interior  hallways;  nor shall any curtain or
               other  window  treatment  be hung or  installed  at the  Premises
               without Landlord's prior written consent.  Tenant shall reimburse
               Landlord  promptly  upon  demand  for any  expenses  incurred  by
               Landlord in  connection  with its review of Tenant's  request for
               Landlord's consent.
                   (b) Any Alterations made by Tenant, excepting only  furniture
               and trade  fixtures,  shall at  Landlord's  option  remain on the
               Premises as the property of the Landlord without  compensation to
               Tenant,  or shall be removed  therefrom and the Premises restored
               to their original  condition at cost to Tenant, at the expiration
               or sooner termination of this Lease. The Tenant shall, at its own
               expense. repair any damage caused by the removal of furniture and
               trade  fixtures  and  restore  the  Premises  to  their  original
               condition at its own  expense.  The terms of this Article 8 shall
               survive the termination or expiration of this Lease.
                   (c) Landlord  shall  not be liable for any labor or materials
               furnished  or to  be  furnished  to  Tenant  on  credit,  and  no
               mechanic's  or other lien for any such labor or  materials  shall
               attach to or affect the  reversion or other estate or interest of
               Landlord in and to the Premises.  Tenant shall indemnify and save
               Landlord   and/or  its  agents  harmless  from  and  against  any
               liability,  damages.  claims or costs arising from the imposition
               of any such lien Tenant  shall  obtain and  deliver to  Landlord,
               prior to the  commencement of any work performed at the Premises,
               written and  unconditional  waivers of  mechanics  liens upon the
               Premises  and  Building  for all work  labor and  services  to be
               performed and  materials to be furnished in connection  with such
               work, signed by all contractors, subcontractors.  materialmen and
               laborers  to become  involved in such work.  Notwithstanding  the
               foregoing,  any mechanic's lien filed against the Premises or the
               Building  for work  claimed  to have been  done for or  materials
               claimed to have been  furnished to Tenant shall be  discharged by
               Tenant  at its  expense  within 15 days  after  such  filing,  by
               payment or filing of the bond required by law.  Failure to comply
               with these  provisions  will  constitute  a  material  default by
               Tenant  under this Lease,  entitling  Landlord to exercise any or
               all of the  remedies  provided  in this  Lease  in the  event  of
               Tenant's default.

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Repair         9. (a) Landlord  shall maintain the exterior and structure of the
               Building in a manner compatible with good quality office space as
               deemed necessary by Landlord. Tenant shall, at Tenant's sole cost
               and expense,  promptly make all repairs and  replacements  as and
               when needed to keep the Premises,  the fixtures and appurtenances
               therein and every part thereof  (including,  without  limitation,
               the window treatment contained therein) in good working order and
               condition.  All damage or injury to the  Premises  or any part of
               the Building, its fixtures, equipment, and appurtenances,  caused
               by or resulting  from the actions,  omissions  or  negligence  of
               Tenant, its servants, agents, contractors, employees, visitors or
               licensees,  shall be repaired  promptly at Tenant's sole cost and
               expense to Landlord's satisfaction.  All repairs and replacements
               made by or on behalf of Tenant shall be at least equal in quality
               to the original work or installation.
                   (b) If Tenant fails to make  any  repairs  it  is required to
               make in accordance with the terms of this Lease,  the same may be
               made by Landlord  after 5 days'  notice to Tenant  (except in the
               event of emergency, in which case no notice shall be required) at
               the expense of Tenant and such expense  shall be  collectible  as
               additional  rent and shall be paid by Tenant within 10 days after
               rendition  of a bill  thereof.  No  failure of  Landlord  to make
               repairs  required to be made by it hereunder,  except as a result
               of willful  neglect,  shall be construed as an eviction of Tenant
               or entitle Tenant to an abatement or diminution of rent or render
               Landlord  liable  for  damages  either  to  person,  business  or
               property suffered by Tenant, its servants,  agents,  contractors,
               employees,  visitors or licensees by reason of such  failure,  or
               release Tenant from any of its obligations under this Lease.

Landlord's
Lien           10. Intentionally omitted.

Assignment
and
Subletting     11. (a) Tenant shall not (i) transfer or assign this Lease or any
               interest hereunder, nor permit any assignment hereof by operation
               of law,  (ii) sublet the  Premises or any part  thereof nor (iii)
               permit the use of the  Premises  by desk  tenants or any  parties
               other than the Tenant or its  agents,  without in each case first
               obtaining the written consent of Landlord which consent shall not
               be unreasonably withheld. Should Tenant wish to obtain Landlord's
               consent  to an  assignment  or  subletting,  it shall  make  such
               request in written form  detailing the proposed  sub-rent,  term,
               sub-tenant  or assignee,  compensation  to be received by Tenant,
               name and  financial  data of proposed  sub-tenant or assignee and
               such other information as Landlord may request.  Landlord may, in
               its sole  discretion,  either (i) give its approval (ii) not give
               its  approval,  or (iii) cancel and terminate  this Lease,  or if
               proposed  subletting  or  assignment  is for  less  than  all the
               Premises,  cancel and  terminate  this Lease with respect to such
               portion  (with the rent and all other charges  payable  hereunder
               equitably  apportioned).  Tenant shall not pledge or mortgage its
               leasehold  interest  or any part  thereof  and any such pledge or
               mortgage shall, at Landlord's option, render this Lease void.
                   (b) For purposes of this Article 11, (i) the merger, transfer
               of a majority of the issued and outstanding  capital stock or any
               corporate tenant or subtenant or transfer of a major  partnership
               interest  of any  tenant  or  subtenant  that  is a  partnership,
               however  accomplished,  whether in a single  transaction  or in a
               series of related or unrelated  transactions,  shall be deemed an
               assignment of this Lease,  or of such  sublease,  as the case may
               be, (ii) a takeover,  management or succession agreement shall be
               deemed  a  transfer  of this  Lease  and  (iii)  a  modification,
               amendment or extension  without  Landlord's prior written consent
               of  an  assignment  or a  sublease  previously  consented  to  by
               Landlord  shall  be  deemed a new  assignment  or  sublease.
                    (c) Landland may assign this  Lease or any part  thereof  or
               right  thereunder.  Upon such assignment,  Landlord shall have no
               further  obligations  with  respect  hereto and Tenant shall look
               solely  to  such  assignee  for  the  performance  of  Landlord's
               obligations.

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Property
Loss;
Liability      12.  Landlord  or its agents  shall not be liable for any injury,
               loss or damage to persons or  property  resulting  from any cause
               whatsoever  unless  specifically  and solely  caused by the gross
               negligence  of  Landlord.  Landlord  or its  agents  shall not be
               liable  for any such  injury,  loss,  or  damage  caused by other
               tenants  or  persons  in or  about  the  Building.  Tenant  shall
               maintain  sufficient   "contents"   insurance  against  theft  or
               casually to its property for all risks  including  difference  in
               conditions and including. without limitation, water damage.

Indemni-
ficaton        13.  (a.)  Tenant  shall  indemnify,  defend  and  hold  harmless
               Landlord  and  its  officers,  directors,   partners,  employees,
               attorneys  and agents  (collectively,  the "Tenant  Indemnities")
               from and against any and all liability,  claims,  demands, causes
               of action, judgments, costs. expenses. and all losses and damages
               for bodily  injury,  death and property  damage  arising from any
               activity in the Premises even if resulting from the negligent act
               or omission of any of the Tenant indemnities, and from all costs,
               attorney fees and disbursements,  and liabilities incurred in the
               defense of any such  claim.  Upon notice  from  Landlord.  Tenant
               shall defend any such claim,  demand,  cause of action or suit at
               Tenant's  expenses  by counsel  satisfactory  to  Landlord in its
               reasonable  discretion.  The  provisions of this  subsection  (a)
               shall  survive  the  expiration  or earlier  termination  of this
               Lease.
`                  (b) Landlord shall indemnify, defend and hold harmless Tenant
               and its officers, directors,  partners, employees,  attorneys and
               agents  (collectively,   the  "Landlord  Indemnities")  from  and
               against any and all liability, claims, demands, causes of action,
               judgments, costs, expenses, and all losses and damages for bodily
               injury,  death and property  damage arising front any activity in
               or about the Building (other than the Premises) even if resulting
               from the negligent act or omission of any of Landlord Indemnities
               and  from  all  costs,  attorney  fees  and  disbursements,   and
               liabilities  incurred  in the  defense  of any such  claim.  Upon
               notice from Tenant, Landlord shall defend any such claim, demand,
               cause  of  action  or  suit  at  Landlord's  expense  by  counsel
               satisfactory  to  Tenant  in  its  reasonable   discretion.   The
               provisions of this subsection (b) shall survive the expiration or
               earlier termination of this Lease.

Insurance      14. Tenant shall, in addition to the insurance  required pursuant
               to  Article  12  hereof,  at its  sole  cost and  expense,  carry
               comprehensive  public  liability  insurance  with  respect to the
               Premises  (and the  adjacent  common  areas)  and the  operations
               conducted therein against any liability for bodily injury,  death
               and property damage,  including  blanket  contractual  liability,
               with a combined  single  limit of  $1,000,000.  All  policies  of
               insurance  required  hereunder  shall name Landlord as additional
               insured as its  interests  may appear and as Loss  payee.  Tenant
               shall deliver to Landlord,  within 30 days after the date hereof,
               certificates  evidencing  such insurance and shall cause all such
               policies to provide for 30 days' prior written notice to Landlord
               of any  cancellation,  reduction in amount or material  change in
               coverage.  Tenant and Landlord  agree that  insurance  carried by
               either of them against  loss or damage by fire or other  casualty
               shall contain a clause  whereby the insurer  waives its rights of
               subrogation  against the other  party.  Upon  request  each party
               agrees to furnish evidence of such waiver to the other party.

Holding
Over           15. If Tenant should  remain in possession of the Premises  alter
               the  expiration of the Term without the execution by Landlord and
               Tenant of a new lease, Tenant shall be deemed to be occupying the
               Premises as a tenant-at-sufferance,  subject to all the covenants
               and  obligations  of this Lease and at a monthly  rental of twice
               the per monthly  fixed minimum rent and  additional  rent paid by
               Tenant  immediately prior to the expiration  hereof,  computed on
               the basis of a 30 day month.

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Estoppel
Certificate    16.  Tenant  shall,  from time to time and  whenever  Landlord so
               requests,  within  10 days  after  Landlord's  request,  sign and
               deliver to Landlord a certificate stating:  whether this Lease is
               in full force and effect; whether any amendments or modifications
               exist; whether there are any defaults hereunder; the then current
               rent; and such other information as may be reasonably requested.

Rights
Reserved to
Landlord       17.  Landlord  reserves  and shall at all times have the right to
               reenter the  Premises in any  emergency  and to inspect the same,
               and to alter,  improve,  remodel or repair the  Premises  and any
               portion   of  the   Building   including,   without   limitation,
               installation  of  pipes,  conduits  or  new  building  mechanical
               systems,  without  abatement of fixed minimum or additional  rent
               and without  incurring  any liability to Tenant  herefor.  Tenant
               hereby  waives as against  Landlord any claim for damages for any
               injury  or  inconvenience   to  or  interference   with  Tenant's
               business,  any  loss  of  occupancy  or  quiet  enjoyment  of the
               Premises and any other loss  occasioned  thereby.  Throughout the
               Term,  Landlord  shall  have the right to enter the  Premises  at
               reasonable   hours  for  the  purpose  of  showing  the  same  to
               prospective  purchasers or mortgagees of the Building, and during
               the last 6 months of the Term for the  purposes  of  showing  the
               premises to  prospective  tenants,  and may,  during said 6 month
               period, place upon the Premises "To Let" and "For Sale" notices.

Default

Damages        18.  (a) Each of the  following  acts or  omissions  of Tenant or
               occurrences  shall constitute an "Event of Default":  (i) failure
               or refusal by Tenant to pay fixed minimum rent,  additional  rent
               or other payments  hereunder when due; (ii) failure to perform or
               observe any other  covenant or  condition of this Lease by Tenant
               to be performed or observed upon the expiration of a period of 10
               days following  written  notice to Tenant of such failure;  (iii)
               abandonment  or  vacating  of the  Premises  or  any  significant
               portion  thereof;  and (iv) the filing or execution or occurrence
               of: a petition in bankruptcy or other insolvency proceeding by or
               against  Tenant;  a petition or answer  seeking  relief under any
               provision of the  Bankruptcy  Act or like law; an assignment  for
               the  benefit of  creditors  or  composition;  a petition or other
               proceeding by or against Tenant for the appointment of a trustee,
               receiver or liquidator of Tenant or any of Tenant's property;  or
               a proceeding by an governmental  authority for the dissolution or
               liquidation  of  Tenant.
                   (b)  Upon  or at  any time after the occurrence  of any Event
               of Default,  Landlord may, at Landlord's  option,  upon five days
               written  notice,  in addition to any other  remedy or right given
               hereunder  or by  law  or  equity,  do any  one  of  more  of the
               following:  (i) terminate this Lease, in which event Tenant shall
               immediately  surrender  possession  of the  Premises to Landlord;
               (ii) enter upon and take  possession of the Premises and expel or
               remove Tenant and any other occupant  therefrom,  with or without
               having  terminated  the Lease;  and (iii)  alter  locks and other
               security devices at the Premises.
                   (c) The  exercise  by  Landlord  of  any one or more remedies
               hereunder  granted or otherwise  available shall not be deemed to
               be an acceptance or surrender of the Premises by Tenant,  whether
               by agreement or by  operation  of law, it being  understood  that
               such  surrender  can  effected  only by the written  agreement of
               Landlord and Tenant.  The  termination  by Landlord of this Lease
               shall in no way exhaust any other  rights  hereunder or under law
               or in equity. No alienation of security devices and no removal or
               other  exercise  of dominion  by  Landlord  over the  property of
               Tenant or others at the Premises  shall  constitute a conversion.
               All claims for damages by reason of such reentry  repossession or
               alteration of locks or other security  devices are hereby waived,
               as are all claims for damages by reason of any distress  warrant,
               forcible detainer proceedings, sequestration proceedings or other
               legal process.  Tenant agrees that any reentry by Landlord may be
               pursuant to judgement  obtained in forcible detainer  proceedings
               or other legal proceedings or without the necessity for any legal
               proceedings,  as Landlord may elect,  and  Landlord  shall not be
               liable in trespass or  otherwise.  If Tenant  shall move from the
               Premises  at any time  prior to the  termination  of this  Lease~
               Landlord  shall have the right to enter upon the Premises for the
               purpose of decorating  the same or making  alterations or changes
               therein,   without  such  entry  in  any  manner   affecting  the
               obligations of the Tenant  hereunder.

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                   (d) If Landlord elects to terminate  the Lease or if Landlord
               shall reenter the Premises  without having  terminated the Lease,
               then notwithstanding such termination or reentry, Tenant shall be
               liable  for and  shall  pay to  Landlord,  the  sum of all  fixed
               minimum rents, additional rents and other indebtedness accrued to
               the date of such termination or reentry,  as the case may be, and
               Landlord may declare the fixed minimum rent and  additional  rent
               for the balance of the Term immediately due and payable.
                   (e) All  items of additional  rent set forth in  Subparagraph
               18(d) above  relating to a period  after  termination  or reentry
               shall be conclusively  presumed to be the highest average monthly
               additional  rent paid by Tenant  during  the  Term,  except  that
               additional  rent on account of Taxes and Expenses (as hereinafter
               defined)  shall  be  conclusively  presumed  to  increase  at the
               average of the rates of increase  thereof during the period prior
               to  such  termination.  Nothing  in  this  Article  18  shall  be
               construed  to limit or  preclude  recovery  by  Landlord  against
               Tenant  for any sums or  damages  to which,  in  addition  to the
               damages  particularly  provided  above,  Landlord may lawfully be
               entitled  by  reason  of any  default  hereunder  on the  part of
               Tenant.
                   (f) In  case  of any Event of  Default, Tenant  shall also be
               liable  for and shall pay to  Landlord,  in  addition  to any sum
               required to be paid above,  all expenses as Landlord may incur in
               connection  with such Event of Default of re-letting,  including,
               without limitation:  advertising costs;  brokers' fees; the costs
               of removing and storing  Tenant's or other  occupant's  property;
               the costs of repairing, altering, remodeling or otherwise putting
               the  Premises  into  condition  acceptable  to a  new  tenant  or
               tenants;  and all  reasonable  expenses  incurred  by Landlord in
               enforcing Landlord's remedies, including attorneys' fees. For all
               purposes  of this  Lease,  and in  addition  to any other  charge
               herein contained,  past due fixed minimum and additional rent and
               other past due payments shall bear interest from the date due, at
               twelve  percent  per  annum  until  paid.
                   (g)  In the  event  of  termination  or  repossession  of the
               Premises  for an Event of  Default,  Landlord  shall not have any
               obligation  to re-let or attempt to re-let the  Premises,  or any
               portion thereof,  or to collect rental after  re-letting;  and in
               the event of  re-letting  Landlord  may  re-let  the whole or any
               portion of the  Premises  for any period,  to any tenant,  at any
               rent,  and for any use and purpose.
                   (h) If Tenant should fail to  make  any  payment or cure  any
               default  hereunder  within the time herein  permitted,  Landlord,
               without being under any  obligation to do so and without  thereby
               waiving such  default,  may make such payment  and/or remedy such
               other  default for the account of Tenant (and enter the  Premises
               for such purpose),  and thereupon Tenant shall pay to Landlord as
               additional   rent,   upon   demand,   all  costs,   expenses  and
               disbursements (including attorney's fees) incurred by Landlord in
               taking such remedial  action.
                   (i) Tenant hereby expressly waives   any  and  all  rights of
               redemption  granted  by or under any  present  or future  laws if
               Tenant is evicted or  dispossessed  for any cause or if  Landlord
               obtains  possession of the Premises by reason of the violation by
               Tenant of any of the  covenants  and  conditions of this Lease or
               otherwise. Tenant hereby further waives and renounces any and all
               homestead  exemption  rights it may now or hereafter have.
                   (j) In  the  event  of  any  default  by  Landlord,  Tenant's
               exclusive  remedy shall be an action for damages  (Tenant  hereby
               waiving  the  benefit  of any laws  granting  it a lien  upon the
               property of Landlord and/or upon rent due Landlord), but prior to
               any  such  action  Tenant  will  give  Landlord   written  notice
               specifying  such default with  particularity,  and Landlord shall
               thereupon  have  thirty  (30)  days in  which  to cure  any  such
               default.  Unless and until  Landlord  fails to commence to cure a
               default  after such  notice,  Tenant shall not have any remedy or
               cause of action by reason  thereof.  No  obligation  of  Landlord
               hereunder  will be construed as a condition,  and all  Landlord's
               obligations  will be binding upon Landlord only during the period
               of its possession of the Building and not thereafter.

                                       7

<PAGE>

Fire or
Other
Casualty       19. If at any time during the Term,  the  Premises or any portion
               thereof  or any  portion  of the  Building  should be  damaged or
               destroyed  by fire or other  casualty,  then Tenant shall have no
               right to terminate this Lease unless Tenant's  operations  center
               (as shown on Exhibit  `A') is  destroyed  and the Landlord is not
               able to  provide  alternative  Premises  in the  Building  within
               thirty days,  then Tenant shall have the right to terminate  this
               Lease. In the case of such damage or destruction,  Landlord shall
               have the  election  to  terminate  this  Lease or to  repair  and
               reconstruct  the Premises if Tenant does not terminate this Lease
               as provided above and Building to substantially  the condition in
               which  they  existed   immediately   prior  to  such  damage  and
               destruction.  In any of the aforesaid circumstances,  unless such
               fire or damage shall have resulted form the  negligence,  acts or
               omissions  of  Tenant  or  its  agents,  contractors,  employees,
               visitors or licensees,  fixed minimum and  additional  rent shall
               abate  proportionately  during the period to the extent  that the
               Premises  are unfit for use by Tenant in the  ordinary  course of
               its business;  provided,  however,  that should Tenant reoccupy a
               portion of the Premises  prior to the date the whole Premises are
               made  tenantable,  fixed minimum and additional rent allocable to
               such  portion  shall be payable  by Tenant  from the date of such
               reoccupancy.  If  Landlord  has elected to repair and restore the
               Premises,  this Lease shall continue in full force and effect and
               such repairs will be made within a  reasonable  time  thereafter,
               subject to delays arising from shortage of labor or materials and
               Acts of God, war or other conditions beyond Landlord's reasonable
               control.  In the event  that this Lease is  terminated  as herein
               permitted,  Landlord  shall refund to Tenant the prepaid rent, if
               any (unaccrued as of the date of damage or destruction), less any
               sum then owing  Landlord by Tenant.  If  Landlord  has elected to
               repair and reconstruct the Premises, then the Lease Term shall be
               extended  for a period of time equal to the period of such repair
               or  reconstruction.  No damages,  compensation  or claim shall be
               payable  by  Landlord  for  inconvenience,  loss of  business  or
               property or annoyance arising from any termination.

Condemnation   20. If the entire  Premises shall be lawfully  condemned or taken
               in any  manner  for any public or  quasi-public  use,  this Lease
               shall  terminate  as of the date of vesting  of title.  If only a
               part of the  Premises  shall  be so  condemned  or  taken,  then,
               effective  as of the date of the  vesting  of  title,  the  fixed
               minimum rent and additional rent shall be abated  proportionately
               according to the reduction in the area of the Premises  resulting
               from such  condemnation or taking. If only a part of the Building
               shall be so condemned or taken, then Landlord (whether or not the
               premises be affected) may, at Landlord's  option,  terminate this
               Lease as of the date of such  vesting  of title.  In the event of
               termination of this Lease as  hereinbefore  provided,  this Lease
               and the Term and estate  hereby  granted,  shall expire as of the
               date of such termination with the same effect as if that were the
               expiration  date  originally  set  forth  herein,  and the  fixed
               minimum  rent and  additional  rent  payable  hereunder  shall be
               apportioned as of such date. In the event of any  condemnation or
               taking  of all  or a part  of the  Building,  Landlord  shall  be
               entitled  to  receive  the  entire  award  in  the   condemnation
               proceeding,  including any award made for the value of the estate
               vested by this Lease in Tenant.  Tenant hereby expressly  assigns
               to Landlord  any and all right,  title and interest of Tenant now
               or hereafter arising in or to any such award or any part thereof,
               and agrees  that it shall not be  entitled to receive any part of
               such award.

Surrender
of
Premises       21. At the end of the Term or any renewal thereof or other sooner
               termination of this Lease,  Tenant shall peaceably  deliver up to
               Landlord  possession  of the  Premises in broom clean  condition,
               together with all  improvements or additions upon or belonging to
               the same, by whomsoever  made, in the same condition as received,
               or first  installed,  ordinary wear and tear  excepted.  Upon the
               termination  of this Lease,  Tenant shall  indemnify the Landlord
               against any loss or liability  resulting  from delay by Tenant in
               so surrendering the Premises,  including, without limitation, any
               claims made by any succeeding  tenant founded on such delay.  The
               terms of this Article shall survive the termination or expiration
               of this Lease.

                                       8

<PAGE>

Waiver         22. The  failure by  Landlord  to enforce  any term,  covenant or
               condition  herein contained shall not be deemed to be a waiver of
               such term. covenant, or condition or any subsequent breach of the
               same or any other term,  covenant or condition herein  contained.
               The acceptance of any payment  hereunder by Landlord shall not be
               deemed  to be a waiver of any  preceding  breach of Tenant of any
               term, covenant or condition of this Lease, other than the failure
               of Tenant to make the particular payment so accepted,  regardless
               of Landlord's  knowledge of such preceding  breach at the time of
               acceptance of such payment. The delivery of keys to Landlord, its
               employees or agents shall not of itself  operate as a termination
               of this Lease or surrender of the  Premises.  No  endorsement  or
               statement  on any check or any letter  accompanying  any check or
               payment shall be deemed an accord and satisfaction;  and Landlord
               may  accept  any  such  check or  payment  without  prejudice  to
               Landlord's right to recover the balance of such payment or pursue
               any other remedy provided in this Lease or otherwise.

Moving
Tenant         23. Intentionally omitted.

Storage        24. If Tenant shall fail to remove all property from the Premises
               upon  termination  of this Lease  which it is  required to remove
               pursuant  to the terms of this Lease,  for any cause  whatsoever,
               Landlord  may at its option  remove  the same in any manner  that
               Landlord shall choose and store said property  without  liability
               to Landlord for loss thereof or damage thereto, and Tenant agrees
               to pay Landlord on demand any and all  expenses  incurred in such
               removal,  including  court  costs,  attorneys'  fees and  storage
               charges on said property for any length of time the same shall be
               in Landlords  possession,  or Landlord may at its option  without
               notice sell said  property or any pan thereof at private sale and
               without legal process for such price as Landlord may obtain,  and
               apply the  proceeds  of such sale upon any amounts due under this
               Lease from  Tenant to Landlord  and upon the expense  incident to
               the removal and sale of said property.  The terms of this Article
               24 shall survive the termination or expiration of this Lease.

Subordination  25. This Lease is subject and  subordinate  in all ground  leases
               and/or  mortgages which may now or hereafter  affect the Building
               or  any  portion  thereof,  and to  all  renewals,  refinancings,
               modifications, consolidations, replacements and extensions of any
               such  ground  leases  and/or  mortgages.  This  clause  shall  be
               self-operative and no further  instrument of subordination  shall
               be required.  Tenant shall promptly  execute any certificate that
               Landlord may request in confirmation of such  subordination,  and
               Tenant hereby  constitutes  and appoints  Landlord to be Tenant's
               attorney-in-fact,  irrevocably  and coupled with an interest,  to
               execute  and  deliver  any such  instrument  for an on  behalf of
               Tenant.

Quiet
Enjoyment      26.  Landlord  agrees  that  Tenant,  upon  paying  the  rent and
               complying  with the terms,  covenants  and  conditions  contained
               herein,  shall and may peaceably and quietly have, hold and enjoy
               the Premises for the Term.

                                       9

<PAGE>

Late
Charge         27.  Tenant  hereby  acknowledges  that late payment by Tenant to
               Landlord of rent or other sums due hereunder  will cause Landlord
               to incur costs not  contemplated by this Lease,  the exact amount
               of which will be  extremely  difficult to  ascertain.  Such Costs
               include, but are not limited to processing and accounting charges
               and late charges  which may be imposed upon  Landlord by terms of
               any mortgage or deed of trust covering the Premises. Accordingly,
               if any installment of rent or any other sum due from Tenant shall
               not be received by Landlord or  Landlord's  designee  within five
               (5) days of the date such  amount is due,  then the Tenant  shall
               pay to  Landlord  a late  charge  equal  to  the  maximum  amount
               permitted  by law (and in the absence of any  governing  law, ten
               (10%) percent of such overdue  amount),  plus any attorney's fees
               incurred by  Landlord  by any reason of  Tenant's  failure to pay
               rent and/or other charges when due hereunder.  The parties hereby
               agree  that such late  charges  represent  a fair and  reasonable
               estimate of the cost that  Landlord  will incur by reason of late
               payment by Tenant.  Acceptance  of such late  charges by Landlord
               shall in no event  constitute  a waiver of Tenant's  default with
               respect  to  such  overdue  amount,  nor  prevent  Landlord  from
               exercising   any  of  the  other  rights  and  remedies   granted
               hereunder.

Adjustments    28. (a) Taxes:

                              (i) Tenant  shall pay to  Landlord  as  additional
               rent,  its pro rata  share of the excess of (x) real  estate,  ad
               valorem  and  property  taxes and special  assessments  ("Taxes")
               levied upon all or part of the Building  and/or the land of which
               the Building is a part ("Land") for each tax year during the Term
               ("Tax  Year")  over (y) Taxes for the Tax Year  during  which the
               Term  commences.  Tenant's  pro rata share  shall be 5.74%.  Said
               payment  shall  be  made,   without  demand,   in  equal  monthly
               installments  on the first day of each month in  accordance  with
               invoices that Landlord  shall furnish from time to time. If there
               shall be any change in Taxes,  Landlord  shall  furnish a revised
               invoice to Tenant,  and  Tenant's  tax payment  shall be adjusted
               within  10 days  thereafter  in the same  manner as  provided  in
               Subparagraph  28(b)(ii)  below.
                              (ii) Tenant shall pay before  delinquency  any and
               all  taxes  and  assessments,   and  license,   sales,  business,
               occupancy or other  taxes,  fees or charges  levied,  assessed or
               imposed upon it or its operations at the Premises.

                   (b) Operating Expenses:

                              (i) For purposes hereof the following  definitions
               shall apply: "Expense Base Year" shall be the calendar year prior
               to the  calendar  year in which  the Term  commences.  "Operating
               Year" shall be each calendar year which  includes any part of the
               Term.  "Initial  Operating  Year" shall be the  calendar  year in
               which the Term  commences.  "Succeeding  Operating Year" shall be
               each Operating  Year  subsequent to the Initial  Operating  Year.
               "Tenant's  Expense Share" shall be 5.74%.  "Expenses"  shall mean
               the total of all the costs and expenses  (and taxes  thereon,  if
               any) incurred by Landlord  with respect to the repair,  operation
               and  maintenance  of the Land and/or  Building,  and the services
               provided   to  Tenants  of  the   Building   including,   without
               limitation,  the  costs  and  expenses  of:  water;  payroll  and
               benefits;  consultants and  specialists;  security;  advertising;
               office and  administration;  equipment,  materials  and supplies;
               management fees; insurance; contracts to third parties to provide
               services;  and capital  expenditures  designed to reduce Expenses
               for  the  Building   amortized   over  their  useful  lives.   In
               determination  of Expenses for any year including but not limited
               to the Initial  Operating  Year,  Succeeding  Operating  Year, or
               Expense Base Year. Expenses shall exclude cleaning,  electricity,
               gas,  air-conditioning,  ventilation  and  heating.
                              (ii) If the expenses for any Operating Year exceed
               the  Expenses  in the  Expense  Base  Year,  Tenant  shall pay to
               Landlord as  additional  rent for such  Operating  Year an amount
               equal to Tenant's Expense Share of said excess ("Tenant's Expense
               Payment") as follows:

                              (A) After the expiration of the Initial  Operating
                              Year,   Landlord   shall   furnish  to  Tenant  an
                              Escalation   Statement   setting  forth   Tenant's
                              Expense  Payment for the Initial  Operating  Year.
                              Tenant shall pay to Landlord, within 10 days after
                              Landlord   submits  such   Escalation   Statement,
                              Tenant's Expense Payment set forth therein.

                                       10

<PAGE>

                              (B) Landlord shall furnish to Tenant an Escalation
                              Statement  setting  forth  Landlord's  estimate of
                              Tenant's   Expense  Payment  for  each  Succeeding
                              Operating  Year.  Tenant  shall pay to Landlord on
                              the first day of each month during such Succeeding
                              Operating Year, without demand, an amount equal to
                              one-twelfth  of  Landlord's  estimate  of Tenant's
                              Expense  Payment  for  such  Succeeding  Operating
                              Year.
                              (C)  After  the  expiration  of  each   Succeeding
                              Operating  Year,  Landlord  may submit to Tenant a
                              revised  Escalation  Statement  setting  forth the
                              Expenses for such  Succeeding  Operating  Year and
                              the balance of Tenant's Expense  Payment,  if any,
                              due to Landlord  from  Tenant for such  Succeeding
                              Operating Year. If such Escalation Statement shall
                              show  that  the  sums  paid  by  Tenant  hereunder
                              exceeded   Tenant's   Expense   Payment  for  such
                              Succeeding   Operating   Year,   Tenant  shall  be
                              entitled  to a credit in the amount of such excess
                              against its next  succeeding  payment(s)  of fixed
                              minimum  rent   hereunder.   If  such   Escalation
                              Statement  shall  show  that  the  sums so paid by
                              Tenant were less than Tenant's Expense Payment for
                              such Succeeding  Operating Year,  Tenant shall pay
                              the  amount  of such  deficiency  to the  Landlord
                              within 10 days  after  being  furnished  with such
                              Escalation Statement.
                              (D) Landlord may at any time and from time to time
                              furnish to Tenant a revised  estimate  of Tenant's
                              Expense  Payment for a particular  Operating Year,
                              and Tenant's  Expense  Payment for such  Operating
                              Year shall be adjusted  and paid or  credited,  as
                              applicable,  in the same  manner  as  provided  in
                              Subparagraph (C) above.

                             (c) If the Term shall  commence on a day other than
                      the first day of a Tax Year or an Operating  Year or shall
                      expire or  terminate on a day other than the Last day of a
                      Tax Year or an  Operating  Year,  then  Tenant's  payments
                      under this Article 28 shall be equitably adjusted based on
                      the  portion of such Tax Year or  Operating  Year  falling
                      within the Term.
                             (d) In no event shall the fixed  minimum  rent ever
                      be reduced by  operation of this  Article.  The rights and
                      obligations of Landlord and Tenant under the provisions of
                      this Article shall survive the  termination of this Lease,
                      and  payments  shall  be made  pursuant  to  this  Article
                      notwithstanding  the fact that an invoice  for Taxes or an
                      Escalation  Statement  is  furnished  to Tenant  after the
                      expiration or other termination of the Term.
                             (e)  Landlord's  failure to render an  invoice  for
                      taxes air tin Escalation Statement with respect to any Tax
                      Year or  Operating  Year  shall not  prejudice  Landlord's
                      right  to  thereafter  render  an  invoice  for  Taxes  or
                      Escalation  Statement with respect thereto or with respect
                      to any subsequent Tax Year or Operating Year.

Brokerage      29. Tenant represents and warrants that it has had no dealings or
               negotiations  with  any  broker  or  agent  other  than  Grubb  &
               Ellis|Beffort Brooks Malherbe in connection with the consummation
               of this  Lease,  and  Tenant  agrees to pay,  hold  harmless  and
               indemnify  Landlord from and against any and all costs,  expenses
               (including  attorneys' fees and court costs),  loss and liability
               for any  compensation,  commissions  or  charges  claimed  by any
               broker or agent with  respect  to this Lease or the  negotiations
               thereof if such claim or claims by any such  broker or agents are
               based  in  whole  or in  part  on  dealings  with  Tenant  or its
               representatives.

Miscellaneous  30.  Landlord and Tenant  covenant with each other that:
               (a) All rights and remedies of Landlord under this Lease shall be
               cumulative,  and none shall exclude any other rights and remedies
               allowed by law.

                                       11

<PAGE>

               (b) The word  "Landlord" and "Tenant"  wherever used herein shall
               be  construed  to mean  Landlords  and Tenants in all cases where
               there is more than one  Landlord  or  Tenant,  and the  necessary
               grammatical  changes required to make the provisions hereof apply
               either to corporations or individuals, men or women, shall in all
               cases be assumed as though in each case fully expressed. The term
               "Landlord"  shall mean only the owner, for the time being, of the
               Building,  and in the event of the  transfer by such owner of its
               interest in the Building,  such owner shall thereupon be released
               and discharged from all covenants and obligations of the Landlord
               thereafter accruing,  but such covenants and obligations shall be
               binding  during the Term upon each new owner for the  duration of
               such owner's ownership.
               (c) Tenant will pay all  attorneys'  fees and  expenses  Landlord
               incurs in enforcing  any  obligation  of Tenant under this Lease,
               whether in any litigation or negotiation.
               (d) Any charge against Tenant by Landlord for supplies,  services
               or work done on the Premises  shall be considered as rent due and
               shall be included in any lien for rent due and unpaid.
               (e) All covenants,  conditions,  agreements and  undertakings  in
               this Lease  shall  extend to, and be binding  on, the  respective
               heirs, executors,  administrators,  successors and assigns or the
               respective parties hereto as if they were in every case named.
               (f) This Lease  embodies  the  entire  agreement  of the  parties
               hereto and may not be  altered,  changed or amended  except by an
               instrument in writing executed by both parties.
               (g) This Lease shall be interpreted  in accordance  with the laws
               of the State in which the Premises are located.
               (h) If any clause or provision  hereof should be determined to be
               illegal,  invalid or  unenforceable  under present or future laws
               effective during the Term or any renewal term hereof, then (i) it
               is the express  intention  of the parties  hereto that in lieu of
               each clause or provision of this Lease which may be determined to
               be  illegal,  invalid or  unenforceable,  there may be added as a
               part of this Lease a clause or  provision  as similar in terms to
               such illegal, invalid or unenforceable clause or provision as may
               be legal,  valid and  enforceable  and (ii) the remainder of this
               Lease shall not be affected  thereby and each  provision  of this
               Lease shall be valid and enforced to the fullest extent permitted
               by law.
               (i)  Landlord  has not made any  statement,  promise or agreement
               whatever,  verbally or in writing,  in conflict with the terms of
               this Lease or than in any way modifies,  varies, alters, enlarges
               or  invalidates  any  of its  provisions  and  no  obligation  of
               Landlord shall be implied in addition to the  obligations  herein
               stated.
               (j) Neither this Lease nor a memorandum  thereof may be recorded,
               and any such  recordation  shall  render  the Lease  voidable  by
               Landlord.
               (k) In no event shall any  payment  required to be made by Tenant
               ever be reduced by a  recalculation  of the square footage of the
               Premises.
               (l) All obligations of Tenant in this Lease shall be construed as
               covenants and  agreements by Tenant to perform such  obligations.
               (m) Tenant  shall give to  Landlord or its agent  prompt  written
               notice of any  accident  or damage  to, or  defects  in the water
               pipes, gas pipes, air conditioning  apparatus or other mechanical
               system in or around the Premises.
               (n) Periodical replacement of fluorescent tubes and bulbs will be
               provided by Landlord, but the cost of such replacement tubes will
               be borne by Tenant promptly upon demand thereof.
               (o) All rights and remedies accruing to Landlord under this Lease
               shall survive the termination or expiration of this Lease.
               (p) Landlord  may, at its option,  have the  Premises  remeasured
               (based on BOMA rentable area) and if such remeasurement indicates
               a larger area than as shown in Paragraph 1 hereof,  Tenant shall,
               at  Landlord's  request,  reexecute  this Lease with the  revised
               measurement shown in Paragraph 1; provided, however, that nothing
               herein contained shall increase Tenant's rental obligations or in
               any other way modify the Lease.

                                       12

<PAGE>

Notices        31. All notices,  demands and consents  which may or are required
               to be given by either  party to the other  hereunder  shall be in
               writing  and  shall  be  sent  by  United  States   certified  or
               registered  mail,  return  receipt  requested,  postage  prepaid,
               addressed  to Tenant at the  Premises,  or if the Landlord to the
               Building  Office in the Building.  Such  addresses may be changed
               from time to time by either  party by  giving  written  notice as
               provided  above.  Notices  shall be deemed  given two days  after
               being  deposited  in the United  States  certified  mail,  return
               receipt  requested,  postage  prepaid to the  respective  address
               given  above.  At  Landlord's  option,  Landlord  may deliver any
               notice or  document  required or  permitted  to be  delivered  by
               Landlord to Tenant hereunder,  by personal delivery to Tenant. In
               such event,  said notice  shall be deemed to be  delivered on the
               date of personal  delivery to Tenant.  An additional notice shall
               be  given  by each  party to the  other  party  at the  following
               address:

               IF TO LANDLORD:          BOK Plaza Associates, L.L.C.
                                        c/o BGK Equities, Inc.
                                        330 Garfield Street, Suite 200
                                        Santa Fe, New Mexico 87501

                                        with a copy to:

                                        Attn:  Property Manager
                                        Grubb & Ellis|Beffort Brooks Malherbe
                                        101 N. Robinson, Suite 700
                                        Oklahoma City, OK 73102

               IF TO TENANT:            Fullnet Communications, Inc.
                                        201 Robert S. Kerr, Ste. 210
                                        Oklahoma City, OK 73102

                                        with copy to:

                                        Elaine Arnold, Attorney at Law
                                        Speed Professional Building
                                        501 N. Mustang Rd.
                                        Mustang, OK 73064

Landlord's

Liability      32. Tenant  agrees that the liability of the Landlord  under this
               Lease and all matters pertaining to or arising out of the tenancy
               and the use and  occupancy  of the  Premises  including,  but not
               limited to, all matters or claims of  whatsoever  nature  arising
               out of or caused by the  negligence of the Landlord,  its agents,
               servants or employees, shall be limited to Landlord's interest in
               the  Building  and in no event shall  Tenant  bring any action or
               make any claim against, recover any money judgement from, or seek
               to impose any personal  liability  upon any  principal,  officer,
               shareholder, director, general or limited partner of the Landlord
               or any principal for whom Landlord may be acting.

Tenant's Covenants
Regarding Harzardous

Materials      33. (a) Tenant has reviewed  and  executed the attached  Asbestos
               Notice Rider, Rider Number 1 to Office Lease.
                   (b) Compliance  with  Environmental Laws: Tenant shall at all
               times and in all  respects  comply with all federal,  state,  and
               local laws,  ordinances and  regulations;  ("Hazardous  Materials
               Law") relating to industrial hygiene, environmental protection or
               the use, analysis,  generation,  manufacture,  storage, presence,
               disposal  or  transportation  of any oil,  flammable  explosives,
               asbestos,  urea formaldehyde,  radioactive  materials or waste or
               other  hazardous  toxic,  contaminated,  or polluting  materials,
               substances,  or  waste,  including,   without  limitations,   any
               "hazardous    substances",    "hazardous   wastes",    "hazardous
               materials", or "toxic substances" under any such laws, ordinances
               or  regulations   (collectively,   "Hazardous  Materials").

                                       13

<PAGE>

                    (c) Hazardous  Materials  Handling:  Tenant shall at its own
               expense,   procure,  maintain  in  effect  and  comply  with  all
               conditions   of  any  and  all   permits,   licenses   and  other
               governmental and regulatory  approvals  required for Tenant's use
               of the  Premises  including,  without  limitation,  discharge  of
               (appropriately  treated)  materials or wastes into or through any
               sanitary  sewer serving the Premises.  Except as discharged  into
               the sanitary sewer in strict  accordance and conformity  with all
               applicable  Hazardous  Materials Laws, Tenant shall cause any and
               all Hazardous  Materials  removed from the Premises to be removed
               and transported  solely by duly licensed haulers to duly licensed
               facilities  for final  disposal  of such  materials  and  wastes.
               Tenant shall in all respects handle,  treat, deal with and manage
               any and all  Hazardous  Materials  in,  on,  under,  or about the
               Premises  in  total  conformity  with  all  applicable  Hazardous
               Materials   Laws  and  prudent   industry   practices   regarding
               management of such Hazardous Materials. All reporting obligations
               imposed   by   Hazardous   Materials   Laws  are   strictly   the
               responsibility  of  Tenant.  Tenant is "in  charge"  of  Tenant's
               "facility"   as  such   terms  are  used  in  the   Comprehensive
               Environmental  Response,  Compensation and Liability Act of 1980,
               as amended by the Superfund  Amendment and Reauthorization Act of
               1986. Upon expiration or earlier  termination of the term of this
               Lease,  Tenant shall cause all Hazardous  Materials to be removed
               from the Premises and transported for use,  storage,  or disposal
               in  accordance  and  compliance  with  all  applicable  Hazardous
               Materials  Laws.  Tenant  shall not take any  remedial  action in
               response to the present of any  Hazardous  Materials  in or about
               the  Premises  or any  Building,  nor enter  into any  settlement
               agreement,  consent decree, or other compromise in respect to any
               claims  relating to any Hazardous  Materials in any way connected
               with  the  Premises  or any  Building,  without  first  notifying
               Landlord of Tenant's  intention to do so and  affording  Landlord
               ample   opportunity   to   appear,    intervene,   or   otherwise
               appropriately assert and protect Landlord's interest with respect
               thereto. In addition, at Landlord's request,  Tenant shall remove
               any  tanks  or  fixtures   which   contain,   contained   or  are
               contaminated with Hazardous Materials.
                   (d) Notices: Tenant  shall  immediately  notify  Landlord  in
               writing  of:  (i) any  enforcement,  cleanup,  removal  or  other
               governmental  or  regulatory  action  instituted,   completed  or
               threatened  pursuant to any Hazardous  Materials  Laws;  (ii) any
               claim  made or  threatened  by any  person  against  Tenant,  the
               Premises  or  Building  relating  to damage,  contribution,  cost
               recovery compensation, loss or injury resulting fro or claimed to
               result from any Hazardous  Materials;  and (iii) any reports made
               to any environmental  agency arising out of or in connection with
               Hazardous  Materials  in, on, or  removed  from the  Premises  or
               Building, including any complaints, notices, warnings, reports or
               asserted  violations in connection  therewith.  Tenant shall also
               supply to  Landlord as  promptly  as  possible,  and in any event
               within five (5)  business  days after  Tenant  first  receives or
               sends the same, with copies of all claims,  reports,  complaints,
               notices, warnings, asserted violations relating in any way to the
               Premises, Building or Tenant's use thereof. Tenant shall promptly
               deliver  to  Landlord   copies  of  Hazardous   Waste   manifests
               reflecting  the  legal  and  proper  disposal  of  all  Hazardous
               Materials removed from the Premises.

                                       14

<PAGE>

                   (e) Tenant  shall  indemnify,  defend  (by counsel acceptable
               to Landlord) Landlord and each of Landlord's partners, employees,
               agents, attorneys, successors and assigns, free and harmless from
               and  against  any  and  all   claims,   liabilities,   penalties,
               forfeitures,  losses, or expenses (including attorney's fees) for
               death of or  injury  to any  person  or  damage  to any  property
               whatsoever  (including water tables and atmosphere)  arising from
               or caused in whole or in part, directly or indirectly, by (i) the
               presence  in, on,  under,  or about the  Premises  or Building or
               discharge  in or from the  Premises or Building of any  Hazardous
               Materials from and after Tenant's  occupancy of the Premises,  or
               Tenant's  use,  analysis,  storage,   transportation,   disposal,
               release,   threatened  release,   discharge,   or  generation  of
               Hazardous  Materials  to,  in,  on,  under,  about,  or from  the
               Premises or any closure, remedial action, or other required plans
               in  connection  therewith,  and shall  survive the  expiration or
               earlier  termination  of the term of this Lease.  For purposes of
               the release and indemnity provision hereof, any acts or omissions
               of Tenant, or by employees,  agents, assignees,  contractors,  or
               subcontractors  of Tenant or  others  acting  for or on behalf of
               Tenant (whether or not they are negligent,  intentional, willful,
               or unlawful), shall be strictly attributable to Tenant.
                  (f) If at any time it  reasonably  appears  to  Landlord  that
               Tenant is not maintaining  sufficient insurance or other means of
               financial  capacity to enable Tenant to fulfill its obligation to
               Landlord  hereunder,  whether  or not then  accrued,  liquidated,
               conditional,  or contingent,  Tenant shall procure and thereafter
               maintain in full force and effect such insurance or other form of
               financial  assurance,  with or from  companies  or persons and in
               forms  reasonably  acceptable  to Landlord,  as Landlord may from
               time  to time  reasonably  request.  Landlord  may  procure  such
               insurance if Tenant fails to meet its  obligations  hereunder and
               the cost thereof shall be passed through to Tenant.
                  (g)  Landlord  shall  have the  right to  require  Tenant,  at
               Landlord's  cost,  to undertake and submit to Landlord a periodic
               environmental  audit from an  environmental  company  approved by
               Landlord,  which audit shall cover Tenant's  compliance with this
               Section.  Tenant shall promptly  comply with all  requirements of
               such audit and,  if Tenant,  its  employees,  agents,  assignees,
               contractors or  subcontractors  or others acting for or on behalf
               of Tenant, are found to have introduced  Hazardous  Materials in,
               on,  under,  about or from the  Premises,  Tenant  shall cure all
               matters   raised   therein  at  Tenant's  sole  cost,   including
               reimbursing Landlord for the cost of the audits.
<TABLE>
<CAPTION>
Rent           34.  Tenant shall pay as fixed  minimum rent for the Premises the
               following sums ("Fixed Minimum Rent"):

                  Lease Year                 Per Sq. Ft.        Annually           Monthly
                  ----------                 -----------        --------           -------
<S>               <C>                        <C>                <C>                <C>
                  1/1/00 - 12/31/00          $2.94              $40,063.38         $3,338.62
                  1/1/01 - 12/31/01          $5.81              $79,172.87         $6,597.74
                  1/1/02 - 12/31/02          $9.00              $122,643.00        $10,220.25
                  1/1/03 - 12/31/03          $9.50              $129,456.50        $10,788.04
                  1/1/04 - 12/31/04          $10.00             $136,270.00        $11,355.83
                  1/1/05 - 12/31/05          $10.50             $143,083.50        $11,923.63
                  1/1/06 - 12/31/06          $11.00             $149,897.00        $12,491.42
                  1/1/07 - 12/31/07          $11.50             $156,710.50        $13,059.21
                  1/1/08 - 12/31/08          $12.00             $163,524.00        $13,627.00
                  1/1/09 - 12/31/09          $12.50             $170,337.50        $14,194.79
</TABLE>

Option to
Renew          35.  Provided  Tenant has not committed an Event of Default under
               this Lease,  Tenant shall have the option,  exercisable only upon
               180 days prior written notice  delivered to Landlord by certified
               or registered mail, return receipt requested, postage prepaid, at
               the  address  provided in Article 31, to renew this Lease for two
               five (5) year periods with all the terms and conditions to remain
               the same except that the Fixed  Minimum Rent shall be the greater
               of: (i) current market rent charged for  comparable  space in the
               Building at the time of renewal,  or (ii) the Fixed  Minimum Rent
               charged to Tenant during the last year of the initial Lease Term.
               The Landlord shall not be required to provide any improvements to
               the Premises should Tenant exercise its Option to Renew described
               above unless agreed to as part of the proposed renewal.

Generator      36.  Tenant  will have the right to  install a  Generator  in the
               Building under the following terms and conditions:
                  (a)      The  Generator  will be  installed on the low roof of
                           the  Building  as noted on the  attached  Exhibit "A"
                           (the "Generator Space"). Wherever the term "Premises"
                           is used  throughout  the Lease,  it will  include the
                           Generator Space.

                                       15

<PAGE>


                  (b) The Generator  shall be used only for backup purposes when
                  an electrical  shutdown of the entire building takes place for
                  more  than one  minute.  When  electricity  is  restored,  the
                  Generator will be reversed for back up purposes.

                  (c) Utilities  shall be installed  and  maintained at the sole
                  expense  of  Tenant.  Tenant  shall  be  responsible  for  the
                  installation,  completion, and the cost of all action required
                  to  comply  with  any  and  all  permits,   statutes,   rules,
                  regulations,  zoning codes, and building codes. Any testing of
                  the Generator shall be done between the hours of 5:00 p.m. and
                  6:00 a.m.  Monday  through  Friday,  or  anytime  Saturday  or
                  Sunday.

                  (d) The  Generator  shall be  installed at the sole expense of
                  Tenant and only in  accordance  with plans and  specifications
                  that have been previously submitted to and approved in writing
                  by  Landlord.  Tenant shall pay Landlord a one time access fee
                  for  the   Generator  of  One  Thousand  and  No/100   Dollars
                  ($1000.00)  prior to the  installation  of the Generator.  The
                  Generator will be installed  within the Generator  Space only.
                  After  the  initial  installation  of the  Generator  and  the
                  improvements  to the Generator  Space are made, no alterations
                  or physical  additions in or to the Generator or the Generator
                  Space may be made without  Landlord's  prior written  consent.
                  Approval  by Landlord  of  Tenant's  plans and  specifications
                  prepared in connection with the  installation of the Generator
                  and improvements to the Generator Space shall not constitute a
                  representation  or warranty as to the adequacy or  sufficiency
                  of such plans and  specifications,  for any use,  purpose,  or
                  condition,  but such  approval  shall  merely  constitute  the
                  consent of  Landlord as required  hereunder.  Tenant  shall be
                  responsible for the  installation,  completion and the cost of
                  all  action  required  to  comply  with any and all  statutes,
                  rules,  regulations,  zoning  codes,  building  codes  and the
                  requirements  of the Americans with  Disabilities  Act of 1990
                  (the  "ADA")  in  connection  with  the  installation  of  the
                  Generator and improvements to the Generator space.

                  (e) Any area  including  the rood that is destroyed or damaged
                  during  the   installation  or  ongoing   maintenance  of  the
                  Generator  will  be  restored  to its  original  condition  at
                  Tenant's expense after the Generator is installed.

                  (f) At the  expiration  or earlier  termination  of the Lease,
                  Tenant will remove the Generator at its expense and completely
                  restore the Generator Space,  roof and surrounding area to its
                  original condition.

                  (g)  Paragraph  14,  Insurance,  of the  Lease is  amended  to
                  provide for a combined single limit of at least $2,000,000 per
                  occurrence  and a general annual  aggregate  limit of at least
                  $2,000,000  which shall include  explosion hazard coverage and
                  environmental  contamination  coverage. In all other respects,
                  Paragraph 14 shall remain in full force and effect.

Co-locate
Rights         37.  Tenant shall have the right to allow  Tenant's  customers to
               locate   equipment   within  the  Premises  for  the  purpose  of
               connecting to Tenant's  telecommunications  network. Tenant shall
               at  its  sole  cost  and   expense   supply   Landlord   with  an
               engineering/structural  report confirming such equipment will not
               affect the structural  integrity of Premises or Building prior to
               installation of any such equipment. If such equipment affects the
               structural  integrity of the Premises or Building or will require
               modifications  to the  mechanical  or  electrical  systems of the
               Building,  then  Tenant or Tenant's  customers  shall not install
               such equipment  without the Landlord's  prior written approval of
               the  plans  and  specifications  of  such   modifications.   Such
               placement  does  not  constitute  a  conveyance  of  real  estate
               requiring   Landlord's  consent  as  provided  in  paragraph  11,
               Assignment and Subletting,  except Tenant's customer shall adhere
               to all the terms and  conditions of the Lease as if the they were
               the Tenant  including,  but not  limited  to,  paragraph  5, Use;
               paragraph 8, Liens; and paragraph 13, indemnification.

Stem Wall
Access         38. Tenant shall have the right to penetrate the stem wall of the
               Building for the purpose of installing one four inch (4")


                                       16

<PAGE>

               conduit to run fiber  optic cable from  Southwestern  Bell to the
               Premises.  The  design,  engineering,  and  installation  of  the
               conduit  shall be at the sole cost and expense of Tenant and only
               in  accordance  with  plans  and  specifications  that  have been
               previously  submitted  to and  approved  in writing by  Landlord.
               Tenant,  at its sole cost and expense,  shall also be responsible
               for the maintenance of the conduit and the removal of the conduit
               and the restoration of the areas of the Building  affected by the
               installation  upon termination of Lease.  Approval by Landlord of
               Tenant's plans and specifications prepared in connection with the
               installation of the conduit shall not constitute a representation
               or warranty as to the adequacy or  sufficiency  of such plans and
               specifications,  for any use,  purpose,  or  condition,  but such
               approval  shall  merely  constitute  the  consent of  Landlord as
               required  hereunder.  Tenant shall pay Landlord Two Hundred Fifty
               and  No/100  Dollars  ($250.00)  per month for this  conduit  run
               through the stem wall.

Roof Access for
Antenna
Location       39. Tenant shall have the right to install one (1) antenna on the
               roof of the  Building  subject  to  Landlord's  prior  review and
               written  approval  of  the  plans  and   specifications  for  the
               installation  of the antenna  and subject to Landlord  and Tenant
               entering  into a  written  agreement  containing  the  terms  and
               conditions  relating  to  the  installation  of the  antenna  and
               Tenant's  future  roof  access  rights for  additional  antennas.
               Tenant,  at its sole cost and expense,  shall be responsible  for
               the design,  engineering,  installation  and  maintenance  of the
               antenna.  Tenant,  at its sole cost and  expense,  shall  also be
               responsible for the removal of the antenna and the restoration of
               the areas of the  Building  affected by the  installation  of the
               antenna upon termination of the Lease.  Tenant shall pay Landlord
               Five  Hundred and No/100  Dollars  ($500.00)  per month with five
               percent (5%) annual  increase for the use of the roof for one (1)
               antenna.


IN WITNESS  WHEREOF,  the parties have executed this Lease Agreement in multiple
counterparts,  together with Exhibits A and B, and the Asbestos  Rider,  each of
which  shall  have the force  and  effect of an  original  as of the date  first
hereinabove written.

                                       LANDLORD:  BOK Plaza Associate, L.L.C.,
                                       By:  BGK Equities, Inc., Managing Member
                                       330 Garfield Street, Suite 200
                                       Santa Fe, New Mexico 87501

                                       By:     /s/ Cheryl S. Willoughby
                                           ----------------------------------
                                                   Cheryl S. Willoughby
                                                   Senior Vice President

                                       TENANT:  Fullnet Communications, Inc.
                                       an Oklahoma Corporatoin

                                       By:     /s/ Timothy J. Kilkenny
                                           ----------------------------------
                                       Name:       Timothy J. Kilkenny
                                             -------------------------------
                                       Title:      CEO
                                              --------------







                                       17

<PAGE>



                                    EXHIBIT A

This  Exhibit is  attached  to and made a part of the Lease dated the 2nd day of
December,  1999, by and between BOK Plaza Associates,  L.L.C.,  ("Landlord") and
Fullnet Communications, Inc. ("Tenant").


Actual Premises shall be attached  hereto after  completion of plans approved by
Landlord and Tenant.











                                       18


<PAGE>


                                    EXHIBIT B

                             BANK OF OKLAHOMA PLAZA
                              RULES AND REGULATIONS

DEFINITIONS                   Wherever in these Rules and  Regulations  the word
                              "Tenant"  is  used,  it shall be taken to apply to
                              and  include  Tenant  and its  agents,  employees,
                              invitees,  licensees,  subtenants and contractors,
                              and is to be deemed of such  number  and gender as
                              the  circumstances  require.  The word  "Landlord"
                              shall be taken to include the employees and agents
                              of Landlord.

CONSTRUCTION                  The   streets,   sidewalks,    entrances,   halls,
                              passages,  elevators,  stairways  and other common
                              area provided by Landlord  shall not be obstructed
                              by Tenant, or used by Tenant for any other purpose
                              than for ingress and egress.

WASHROOMS                     Toilet  rooms,   water  closets  and  other  water
                              apparatus  shall not be used for any purpose other
                              than those for which they were constructed.

INSURANCE REGULATIONS         Tenant shall not do anything in the  Premises,  or
                              bring or keep anything therein,  which will in any
                              way  increase or tend to increase the risk of fire
                              or the  rate  of fire  insurance,  or  which  will
                              conflict   with  the   regulations   of  the  Fire
                              Department or the fire laws, or with any insurance
                              policy on the  Building  or any part  thereof,  or
                              with  any  law,  ordinance,   rule  or  regulation
                              effecting  the  occupancy and use of the Premises,
                              now existing or hereafter  enacted or  promulgated
                              by any  public  authority  or by the Board of Fire
                              Underwriters.

GENERAL PROHIBITIONS          In  order  to  insure  proper  use and care of the
                              Premises, Tenant shall not:

                              a) Permit  smoking of  cigarettes or other tobacco
                              products in the common areas of the Building  such
                              as, but not  limited  to,  hallways,  lobbies  and
                              restrooms.

                              b) Permit the carrying of concealed weapons in the
                              Building or in the Premises.

                              c) Keep animals or birds in the  Premises,  unless
                              such  animal's  occupancy  is  required  due  to a
                              disability of Tenant.

                              d) Use the Premises as sleeping quarters.

                              e) Except as allowed in the Lease, allow any sign,
                              advertisement   or  notice  to  be  fixed  to  the
                              Building,  inside or outside,  without  Landlord's
                              prior written consent.

                              f) Make  improper  noises or  disturbances  of any
                              kind:   sing,   play  or   operate   any   musical
                              instrument,  radio or  television,  which activity
                              disturbs  other  tenant(s)  in  the  Building,  or
                              otherwise do anything to disturb  other  tenant(s)
                              or which  would tend to injure the  reputation  of
                              the Building.

                              g) Mark or defile elevators, water closets, toilet
                              rooms, walls, windows,  doors or any other part of
                              the Building.


                                       19

<PAGE>


                              h) Place  anything on the outside of the Building,
                              including roof  setbacks,  window ledges and other
                              projections;  or drop  anything  from the windows,
                              stairways,  or  parapets;  or place trash or other
                              matter in the halls, stairways, elevators or light
                              wells of the Building.

                              i) Cover or obstruct any window, skylight, door or
                              transom that admits light.

                              j) Fasten any article, drill holes, drive nails or
                              insert screws into the walls, floors, woodwork, or
                              partitions; nor shall the same be painted, papered
                              or  otherwise  covered  or in any  way  marked  or
                              broken without prior written consent of Landlord.

                              k)  Interfere  with  the  Building's   heating  or
                              cooling apparatus.

                              l)  Leave  the  Premises  without  locking  doors,
                              turning off the power of all office machines,  and
                              extinguishing all lights.

                              m) Install any shades,  blinds, or awnings without
                              the prior written consent of Landlord.

                              n) Use any  electrical  heating device without the
                              prior written consent of Landlord.

                              o) Install call boxes or any kind of wire in or on
                              the  Building  without  Landlord's  prior  written
                              consent and direction.

                              p)  Manufacture  any  commodity,   or  prepare  or
                              dispense  any foods,  beverages,  tobacco,  drugs,
                              flowers or other  commodities or articles  without
                              the prior written consent of Landlord.

                              q)  Secure  duplicate  keys  for the  Premises  or
                              washrooms, except from Landlord.

                              r) Use  desk  chairs  on  carpeted  areas  without
                              protective floor pads.

                              s)  Place  any  weights  in  any  portion  of  the
                              Building beyond the safe carrying  capacity of the
                              structure.

                              t) Place door mats in public corridors without the
                              prior written consent of Landlord.

                              u)  Grant  Tenant's  employees  or  other  persons
                              permission  to go upon  the  roof of the  Building
                              without the prior written consent of Landlord.

PUBLICITY                     Landlord  reserves the right to designate the time
                              when and the method whereby freight,  small office
                              equipment,   furniture,   safes  and  other   like
                              articles may be brought  into,  moved,  or removed
                              from  the  Building  or  the   Premises,   and  to
                              designate the location for  temporary  disposition
                              of  such  items.  In no  event  shall  any  of the
                              foregoing items be taken from the Premises for the
                              purposes  of  removing   same  from  the  Building
                              without  the  express   written  consent  of  both
                              Landlord and Tenant.


                                       20


<PAGE>


CHANGES TO THE
RULES AND
REGULATIONS                   Landlord  shall have the right to amend  these and
                              to make such other and  further  reasonable  rules
                              and  regulations  as in the  judgment of Landlord,
                              may from time to time be needful  for the  safety,
                              appearance,  care and  cleanliness of the Building
                              or for the  preservation  of good  order  therein.
                              Landlord  shall not be  responsible  to Tenant for
                              any  violation of these rules and  regulations  by
                              other tenants of the Building.

PUBLIC ENTRANCE               Landlord reserves the right to exclude the general
                              public  from the  Building  upon  such days and at
                              such hours as in  Landlord's  judgment will be for
                              the best interest of the Building and its tenants.
                              Persons  entering  the  Building  after  6:00 p.m.
                              Monday through Friday (holidays  excepted),  after
                              1:00 p.m. on Saturdays and at all times on Sundays
                              and   holidays   must  sign  the  lobby   register
                              maintained for that purpose.


                                       21

<PAGE>


                              ASBESTOS NOTICE RIDER

                           RIDER NO. 1 TO OFFICE LEASE

This Rider No 1 is made and entered  into by and  between BOK Plaza  Associates,
L.L.C., ("Landlord") and Fullnet Communications,  Inc. (`Tenant"), as of the day
and year of the  Lease  between  Landlord  and  Tenant  to which  this  Rider is
attached.  Landlord  and Tenant  hereby  agree  that,  notwithstanding  anything
contained in the Lease to the contrary,  the provisions set forth below shall be
deemed to be part of the Lease. All references in the Lease and in this Rider to
the "Lease"  shall be  construed  to mean the Lease (and all  exhibits  attached
thereto),  as amended and supplemented by this Rider. All capitalized  terms now
defined in this Rider shall have the same meaning as set forth in the Lease.

Tenant has received  notification that asbestos  containing  building  materials
(ACBM) exist within the Bank of Oklahoma Plaza Building. Past inspections by two
independent consulting firms to determine the location, amount, and type of ACBM
concluded  that the ACBM was in  generally  good  condition  and posed no health
hazard unless disturbed. Landlord may engage in future asbestos abatement within
the Bank of Oklahoma Plaza Building.  As a result, Tenant understands that there
may be temporary inconveniences caused by such abatement activities in adjoining
or nearby leased  premises.  In addition,  in order to avoid  potential  hazards
caused by  unauthorized  disturbance of ACBM within the building,  Tenant agrees
that it will not allow of contract for any  construction  activities  within the
Bank of Oklahoma Plaza Building that involve removal of ceiling  panels,  or any
form of  penetrations  above  the  ceiling  or into  building  columns,  without
requiring the persons or entities  performing such work to obtain  clearance for
such activities  through a written permit  application with the Bank of Oklahoma
Plaza Building  Manager.  Tenant shall take  necessary  measures to insure staff
compliance with these requirements  pertaining to asbestos management within the
Bank of Oklahoma  Plaza  Building.  Tenant shall further  report  immediately to
Landlord any observed  evidence or  indication  of  unauthorized  or  accidental
disturbance of ACBM.

LANDLORD:                                     TENANT:
BOK Plaza Associates, L.L.C.,                 Fullnet Communications, Inc.
By:  BGK Equities, Inc., Managing Member      an Oklahoma Corporation


       /s/ Cheryl S. Willoughby               By:  /s/ Timothy J. Kilkenny
----------------------------------------         ------------------------------
Cheryl S. Willoughby                          Name:    Timothy J. Kilkenny
                                                    ----------------------
Senior Vice President                         Title:      CEO
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