EXHIBIT 10.1


                               September 17, 1999


FullNet Communications, Inc.
200 North Harvey Street
Suite 1704
Oklahoma City, OK 73102

Attention:  Timothy J. Kilkenny, President and Chief Executive Officer


Re:  Engagement Agreement: Financial Advisory Services

Dear Tim:

     This agreement  ("Agreement") commences effective September 1, 1999 between
FullNet  Communications,  Inc., an Oklahoma  corporation  (the  "Company"),  and
National  Securities  Corporation,  a  registered  broker/dealer   ("National").
Pursuant to this Agreement, National will provide services to the Company as set
forth below:

     1.  Purpose.
         --------

     The Company  hereby  retains  National  on an  exclusive  basis  during the
Engagement  Period  (as  herein  after  defined)  to render  financial  advisory
services to the Company relating to investment  banking,  shareholder  value and
merger and  acquisitions  matters (as more fully  described in Section 3 below),
upon the terms and conditions as set forth herein (provided,  however,  National
acknowledges  the  pre-existing  relationship  between the Company and William &
Waddell,  Inc., and agrees that the existence of such relationship  shall not be
deemed  to be a breach  of this  Section  1). In  performance  of these  duties,
National  shall  provide the Company with the benefits of its best  judgment and
efforts.  It is  understood  and  acknowledged  by the parties that the value of
National's  advice  is not  measurable  in any  quantitative  manner,  and  that
National shall not be obligated to spend any specific  amount of time performing
duties hereunder.

     2.  Engagement Period.
         ------------------

     The term of this agreement shall be for twelve months commencing  effective
September  1, 1999 and  terminating  as of August 31, 2000,  unless  extended by
mutual  agreement of National and the Company or earlier  terminated as provided
in sections 10 and 14(b) hereof (the "Engagement Period").

     3.  Financial Advisory Services.
         ----------------------------

     A.        Services.
               ---------

     National  will  provide  such of the  following  advisory  services  to the
Company as are appropriate and as the Company may request:

     (i)       Provide  general  financial  and  strategic  advice to assist the
               Company in increasing shareholder value;
     (ii)      Advise   the   Company   in   developing   and   implementing   a
               financial/public relations strategy;

<PAGE>

FullNet Communications, Inc.
September 17, 1999
Page 2

     (iii)     When  deemed  appropriate  by  National,  advise  the  Company on
               exchange listing issues;
     (iv)      Advise  on  capitalization  structure  and  capital  needs of the
               Company;
     (v)       Advise  on the  Company's  quarterly  forecasting  and  financial
               reporting;
     (vi)      Advise on the Company's acquisition models, analysis and purchase
               procedures;
     (vii)     Advise in the  preparation  and/or  modification of the Company's
               business plan; and
     (viii)    Provide general corporate finance, capital planning and strategic
               advice to the Company.


     B.        Compensation.
               -------------

     (i)       For  serving as  financial  advisor,  the  Company  agrees to pay
               National a financial  advisory  fee of $5,000 upon  execution  of
               this Agreement and $5,000 monthly due on or before the 1st day of
               each  month  during  the  Engagement  Period  (collectively,  the
               "Financial  Advisory  Fees").  Should a sale of the Company occur
               during the Engagement  Period, all unpaid Financial Advisory Fees
               shall be due and payable.  Additionally,  the Company shall issue
               to National  or its  designees,  promptly  upon  notification  by
               National  of  the  names  of  its  designees,  if  any,  and  the
               respective  share  amounts  to be  issued  to  such  persons,  an
               aggregate  100,000  shares  (the  "Shares")  of its common  stock
               ("Common Stock"). Such Shares shall be "restricted," as such term
               is  defined  under  Rule 144 of the  Securities  Act of 1933,  as
               amended (the  "Securities  Act"), and shall contain a restrictive
               legend  restricting  the  transferability  thereof.  Compensation
               payable to National under this Agreement  shall be in addition to
               the  amounts  payable  under the  separate  Engagement  Agreement
               relating to Private  Placement/Financings  dated the date of this
               Agreement   (the   "Private   Placement/Financings   Agreement");
               provided,  however, to the extent that a Business  Combination is
               consummated   by  the   Company,   and  a  Business   Combination
               Transaction  Fee is payable to National  pursuant to Section 4(B)
               of this  Agreement,  no Financing Fees or Placement Fees (as such
               terms are defined in the Private Placement/Financings Agreement),
               shall   be    payable    to    National    under   the    Private
               Placement/Financings  Agreement  in respect  of such  transaction
               unless a separate  Private  Placement or Debt  Financing (as such
               terms are defined in the Private Placement/Financings  Agreement)
               is consummated in connection with the Business Combination.

     (ii)      If the Company at any time proposes to register any shares of its
               Common Stock under the  Securities  Act,  whether or not for sale
               for  its  own  account,  other  than  an  offering  primarily  or
               exclusively to employees,  and the  registration  form to be used
               may  also be  used  for  the  registration  of  Common  Stock  (a
               "Piggyback  Registration")  owned by  National  or its  designees
               (collectively,  the "National Group"),  the Company shall at such
               time  notify  the  National  Group at least 30 days  prior to the
               filing of any registration  statement with respect thereto.  Upon
               the  receipt of a written  request of any member of the  National
               Group made within ten (10) days after such notice (which  request
               shall specify the Common Stock  intended to be  registered),  the
               Company will use its best efforts, subject to the limitations set
               forth below, to include in such registration the Shares.  For the
               purposes of this Section 3(B)(ii), best efforts shall not require
               the Company to reduce the amount or sale price of the  securities
               it proposes to register.  Each such request shall also contain an
               undertaking  from the  participating  member(s)  of the  National
               Group to provide all such  information  and  material and to take
               all  actions as may be required by the Company in order to permit
               the  Company  to comply  with all  applicable  federal  and state
               securities  laws.  Notwithstanding  any other  provision  of this
               Section 3(B)(ii), in the case of an underwritten public offering,
               if  the  managing  underwriter  determines  that  market  factors
               require a limitation of the number of shares to be  underwritten,
               the managing  underwriter  may limit,  or exclude  entirely,  the
               number of shares (including those of the participating members of
               the   National   Group)  to  be   included   in  such   Piggyback
               Registration. If limited, the Shares of the participating members
               of the National  Group will be registered pro rata with any other
               holders  of  Common  Stock or  Common  Stock  equivalents  having
               registration rights.

<PAGE>

FullNet Communications, Inc.
September 17, 1999
Page 3

               The  participating  members of the  National  Group shall pay all
               sales  commissions or other similar  selling charges with respect
               to Common  Stock sold by them  pursuant  to a  registration.  The
               Company  shall pay all  registration  and filing  fees,  fees and
               expenses of compliance  with federal and state  securities  laws,
               printing expenses,  messenger and delivery expenses, and the fees
               and  disbursements  of the  Company's  counsel  and  accountants,
               unless  the  applicable   state   securities  laws  require  that
               stockholders  whose securities are being registered pay their pro
               rata share of such fees,  expenses  and  disbursements,  in which
               case each stockholder (including the participating members of the
               National Group)  participating in the registration  shall pay its
               pro rata share of all such fees, expenses and disbursements based
               on its pro  rata  share  of the  total  number  of  shares  being
               registered.

     4.  Merger/Acquisition Services.
         ----------------------------

     A.        Services.
               ---------

     During the  Engagement  Period,  the Company and National agree as follows:
National  will advise the Company with respect to the  structure  and  financial
analysis of potential mergers, exchanges of capital stock, asset acquisitions or
other similar  business  combinations,  including  equity  investment in another
company (each, a "Business  Combination")  in which the Company may participate.
National may also introduce the Company to persons or entities  (each, a "Target
Business") with whom the Company may effect a Business Combination.  The parties
acknowledge  and agree that the Company  previously  has engaged in  discussions
relating to a possible  Business  Combination  with the entities  identified  on
Schedule A, attached hereto (each, a  "Company-identified  Business"),  and that
none of such entities shall be considered a Target Business for purposes of this
Agreement.

     B.        Compensation.

     (i)       In compensation  for the services set forth in 4 (A), the Company
               agrees to pay  National  $2,500  monthly due on or before the 1st
               day of each month  during the  Engagement  Period (the  "Business
               Combination Advisory Fee.")

     (ii)      Additionally,   the  Company   agrees  that  if  (a)  a  Business
               Combination is consummated with a Target Business, National shall
               be entitled to a cash fee equal to a  percentage  of the value of
               consideration paid for such Business  Combination as follows:  5%
               on the  first  $1,000,000  of  consideration;  4% of  the  second
               $1,000,000  of  consideration;  3% of  the  third  $1,000,000  of
               consideration; 2% of the fourth $1,000,000 of consideration;  and
               1% of the  consideration  over  $4,000,000,  and  (b) a  Business
               Combination is consummated  with a  Company-identified  Business,
               National  shall be entitled to a cash fee equal to the greater of
               $5,000 and a percentage  of the value of  consideration  paid for
               such  Business  Combination  as  follows:  2 1/2%  on  the  first
               $1,000,000  of  consideration,  2% of the  second  $1,000,000  of
               consideration,  1 1/2% of the third $1,000,000 of  consideration,
               1% of the  fourth  $1,000,000  of  consideration,  and .5% of the
               consideration  over $4,000,000 (any cash fee payable under (a) or
               (b), collectively, the "Business Combination Transaction Fee").

<PAGE>

FullNet Communications, Inc.
September 17, 1999
Page 4

     (iii)     If the consideration paid by or to the Company in connection with
               any Business  Combination is in securities,  the closing price of
               such securities on the last trading date immediately prior to the
               closing  of the  Business  Combination  shall be deemed to be the
               value of the consideration as hereinabove used. If the securities
               are not publicly traded, the value shall be the fair market value
               of the  securities.  The monies shall be payable by wire transfer
               to National at the closing of such Business  Combination,  except
               that any Business  Combination  Transaction Fee in respect of any
               contingent   consideration   shall  be  payable   whenever   such
               consideration is paid.

     (iv)      For any Business  Combination for which National has introduced a
               Target Business during the Engagement  Period,  National shall be
               entitled to receive the Business Combination Transaction Fee with
               respect to any such  Business  Combination  which is completed by
               the  Company  at any time  from the  date  hereof  until a period
               ending  twelve  months after the  termination  of the  Engagement
               Period.

     5.  Relationships with Others; Confidentiality.
         -------------------------------------------

     The  Company  acknowledges  that  National  or  its  affiliates  are in the
business of providing  investment  banking  financial  advisory  and  consulting
services to others.  Nothing  herein  contained  shall be  construed to limit or
restrict  National in conducting  such  business  with respect to others,  or in
rendering  such advise to others.  In connection  with the rendering of services
hereunder,  National has been or will be furnished with confidential information
concerning the Company including,  but not limited to, financial  statements and
information,  cost and expense data,  production data, trade secrets,  marketing
and customer data, and such other information not generally obtained from public
or published  information or trade  sources.  Such  information  shall be deemed
"Confidential  Material" and, except as specifically  provided herein, shall not
be disclosed by National  without prior written  consent of the Company.  In the
event National is required by applicable law or legal process to disclose any of
the  Confidential  Material,  it is agreed  that  National  will  deliver to the
Company prompt notice of such requirement  prior to disclosure of same to permit
the Company to seek an appropriate  protective  order and/or waive compliance of
this provision.  If, in the absence of a protective  order or receipt of written
waiver, National is nonetheless, in the written opinion of counsel, compelled to
disclose  any  Confidential  Material,  National  may  do so  without  liability
hereunder  provided that notice of such  prospective  disclosure is delivered to
the  Company  prior to actual  disclosure.  Following  the  termination  of this
Agreement, National shall deliver to the Company all Confidential Material.

     6.  Financial Advisor's Liability.
         ------------------------------

     In the absence of gross  negligence  or willful  misconduct  on the part of
National,  National  shall  not be  liable  to the  Company  or to any  officer,
director,  employee,  agent,  representative,  stockholder  or  creditor  of the
Company  for  any  action  or  omission  of  National  or any  of its  officers,
directors,  employees, agents, representatives or stockholders in the course of,
or in connection with, rendering or performing any services hereunder.

<PAGE>

FullNet Communications, Inc.
September 17, 1999
Page 5

     7.  Limitation Upon the Use of Advice and Services.
         -----------------------------------------------

     (a)  No person or entity, other than the Company or any of its subsidiaries
          or directors or officers of each of the  foregoing,  shall be entitled
          to make  use of or rely  upon  the  advice  of  National  to be  given
          hereunder,  and the  Company  shall not  transmit  such  advice to, or
          encourage or facilitate the use or reliance upon such advice by others
          without the prior consent of National.

     (b)  It is clearly  understood that National,  for services  rendered under
          this Agreement,  makes no commitment whatsoever to recommend or advise
          its  clients to  purchase  the  securities  of the  Company.  Research
          reports or corporate  finance reports that may be prepared by National
          will,  when and if prepared,  be done solely on the merits or judgment
          of  analysts  of  National  or  any  corporate  finance  personnel  of
          National.

     (c)  It is clearly  understood that National,  for services  rendered under
          this Agreement, makes no commitment whatsoever to make a market in any
          of the Company's securities on any stock exchange or in any electronic
          marketplace.  Any  decision by National to make a market in any of the
          Company's securities shall be based solely on the independent judgment
          of National's management, employees, and agents.

     (d)  Use of the  National's  name in annual  reports or any other report of
          the Company or releases by the Company must have the prior approval of
          National  unless the Company is required by law to include  National's
          name in such annual  reports,  other report or release of the Company,
          in which event  National will be furnished  with copies of such annual
          reports or other reports or releases using  National's name in advance
          of publication by the Company.

     8.  Indemnification.
         ----------------

     Since National shall be acting on behalf of the Company, the Company agrees
to indemnify National in accordance with the provisions of Annex A hereto, which
is incorporated by reference and made a part hereof.

     9.  Expenses.
         ---------

     The Company  shall  reimburse  National  for all of its  reasonable  actual
out-of-pocket  expenses,  including  but not  limited  to  travel,  legal  fees,
printing,  and other  expenses,  incurred in  connection  with the  provision of
services hereunder;  provided,  however,  National agrees not to accrue or incur
expenses  in any monthly  period in excess of $5,000  without the consent of the
Company. National will not bear any of the Company's legal, accounting, printing
or other expenses in connection with any  transaction  considered or consummated
hereby.  It  also is  understood  that  neither  National,  nor  the  directors,
employees  and  agents  of  National,  will  be  responsible  for  any  fees  or
commissions  payable to any finder or to any other  financial  or other  advisor
utilized or retained by the Company.  The Company shall deposit  herewith $1,000
for reimbursable expenses,  such expenses to be billed on a monthly basis and be
paid within ten days of receipt.

<PAGE>

FullNet Communications, Inc.
September 17, 1999
Page 6

     10. Termination.
         ------------

     This  Agreement may be terminated by National or the Company at any time by
written notice to the other party,  without  liability or continuing  obligation
except as set forth in the following sentence.  No termination shall affect: (a)
any  Financial  Advisory  Fees or Business  Combination  Advisory Fees earned by
National up to the date of termination,  (b) the issuance of the Shares pursuant
to Section 3(B)(i) hereof, (c) any Business Combination Transaction Fees payable
to National  after  termination  pursuant to Section  4(B)(ii)  hereof,  (d) the
reimbursement of expenses as described in Section 9 hereof,  (e) all obligations
of the Company under Section 8 hereof,  and (f) the  Indemnification  Provisions
attached  hereto as Annex A which are  incorporated  herein,  all of which shall
remain operative and in full force and effect.

     11. Limitation of Liability.
         ------------------------

     The  liability  of National  pursuant to this  Engagement  Letter  shall be
limited to the aggregate  fees received by National  hereunder,  which shall not
include any liability for incidental, consequential or punitive damages

     12. Discretion.
         -----------

     Nothing  contained  herein  shall  require  the  Company  to enter into any
transaction  presented  to  it by  National,  which  decision  shall  be at  the
Company's sole discretion.

     13. Severability.
         -------------

     Every provision of this Agreement is intended to be severable.  If any term
or  provision  hereof is deemed  unlawful or invalid for any reason  whatsoever,
such unlawfulness or invalidity shall not affect the validity of this Agreement.

     14. Miscellaneous.
         --------------

     (a)  Any  notice  or   communication   between   parties  hereto  shall  be
          sufficiently  given if sent by certified or registered  mail,  postage
          prepaid, or faxed and confirmed as follows:

      If to the Company, addressed to it at:

         FullNet Communications, Inc.
         200 North Harvey Street, Suite 1704
         Oklahoma City, OK 73102
         Attention:  Timothy J. Kilkenny, President and Chief Executive Officer

         Facsimile number:  (405) 236-8201

<PAGE>

FullNet Communications, Inc.
September 17, 1999
Page 7


      With copies to:

         Jeanette C. Timmons, Esq.
         Day Edwards Federman Propester & Christensen, P.C.
         210 Park Ave., Suite 2900
         Oklahoma City, OK 73102

         Facsimile number:  (405) 236-1012

      Or, if to National, addressed to it at:

         National Securities Corporation 1001 Fourth Avenue, Suite 2200
         Seattle, Washington 98154
         Attention: ___________________

         Facsimile number:  (206) 343-6106

      With copies to:



     Such notice or other  communication shall be deemed to be given on the date
of receipt.

     (a)  If National shall cease to do business, the provisions hereof relating
          to duties of National and compensation by the Company as it applies to
          National  shall  thereupon  cease  to be in  effect,  except  for  the
          Company's  obligation of payment for services  rendered prior thereto.
          This  Agreement  shall  survive  any  merger  of,  acquisition  of, or
          acquisition by National and after any such merger or acquisition shall
          be binding upon the Company and the corporation  surviving such merger
          or acquisition.

     (b)  This Agreement embodies the entire agreement and understanding between
          the Company and  National  and  supersedes  any and all  negotiations,
          prior   discussions   and   preliminary   and  prior   agreements  and
          understandings  related  to the  subject  matter  hereof,  and  may be
          modified only by a written instrument duly executed by each party.

     (c)  This Agreement has been duly authorized, executed and delivered by and
          on behalf of the Company and National.

     (d)  This Agreement  shall be construed and  interpreted in accordance with
          the  laws  of the  State  of  Washington,  without  giving  effect  to
          conflicts of laws.

     (e)  There is no relationship of partnership, agency, employment, franchise
          or joint venture between the parties.  Neither party has the authority
          to bind the other or incur any obligation on its behalf.

<PAGE>

FullNet Communications, Inc.
September 17, 1999
Page 8

     (f)  This Agreement and the rights  hereunder may not be assigned by either
          party (except by operation of law) and shall be binding upon and inure
          to  the  benefit  of  the  parties  and  their  respective   permitted
          successors, assigns and legal representatives.

     If you are in agreement with the  foregoing,  please execute and return one
copy of this  letter  to  National,  along  with a check or wire  transfer  made
payable  to  National  Securities  Corporation  in  the  amount  of  $13,500  in
accordance with Sections 3, 4, and 9 above  (consisting of the sum of $5,000 due
upon execution of this  agreement,  the $7,500 initial  monthly  payment and the
$1,000 deposit due pursuant to paragraph nine above).

                                             Sincerely,

                                             National Securities Corporation


                                             By:/s/ Steven A. Rothstein
                                             --------------------------
                                             Name:  Steven A. Rothstein
                                             Title: Chairman



Agreed to and accepted this 17th day of September, 1999.

FullNet Communications, Inc.


By:/s/  Timothy J. Kilkenny
---------------------------
Name:  Mr. Timothy J. Kilkenny
Title: President and Chief Executive Officer




<PAGE>

FullNet Communications, Inc.
September 17, 1999
Page 9


                                     ANNEX A
                                 INDEMNIFICATION

     Recognizing that  transactions of the type  contemplated in this engagement
sometimes  result  in  litigation  and that  National  Securities  Corporation's
("National")  role is advisory,  FullNet  Communications,  Inc. (the  "Company")
agrees  to  indemnify  and hold  harmless  National,  its  affiliates  and their
respective  officers,  directors,  employees,  agents  and  controlling  persons
(collectively,  the "Indemnified Parties"), from and against any losses, claims,
damages and liabilities,  joint or several,  related to or arising in any manner
out  of any  transaction,  proposal  or  any  other  matter  (collectively,  the
"Matters")  contemplated  by the  engagement  of  National  hereunder,  and will
promptly  reimburse  the  Indemnified   Parties  for  all  expenses   (including
reasonable  fees and expenses of legal  counsel) as incurred in connection  with
the investigation  of,  preparation for, or defense of any pending or threatened
claim related to or arising in any manner out of any Matter  contemplated by the
engagement of National hereunder,  or any action or proceeding arising therefrom
(collectively, "Proceedings"), whether or not such Indemnified Party is a formal
party to any such Proceeding.  Notwithstanding the foregoing,  the Company shall
not be liable in respect of any losses, claims, damages, liabilities or expenses
that a court of competent  jurisdiction  shall have determined by final judgment
resulted  solely  from  the  gross  negligence  or  willful   misconduct  of  an
Indemnified  Party.  The Company  further  agrees that it will not,  without the
prior written consent of National,  settle compromise or consent to the entry of
any  judgment  in any  pending  or  threatened  Proceeding  in  respect of which
indemnification  may  be  sought  hereunder  (whether  or  not  National  or any
Indemnified  Party is an actual or potential party to such  Proceeding),  unless
such  settlement,  compromise or consent  includes an  unconditional  release of
National and each other  Indemnified  Party hereunder from all liability arising
out of such Proceeding.

     The Company  agrees that if any  indemnification  or  reimbursement  sought
pursuant  to  this  letter  were  for  any  reason  not to be  available  to any
Indemnified  Party or  insufficient  to hold it  harmless  as and to the  extent
contemplated  by this letter,  then the Company  shall  contribute to the amount
paid or payable by such Indemnified Party in respect of losses,  claims, damages
and  liabilities  in such  proportion as is  appropriate to reflect the relative
benefits to the Company and its  stockholders  on the one hand,  and National on
the other,  in  connection  with the  Matters to which such  indemnification  or
reimbursement relates or, if such allocation is not permitted by applicable law,
not only such relative  benefits but also the relative faults of such parties as
well as any  other  equitable  considerations.  It is  hereby  agreed  that  the
relative  benefits to the Company and/or its  stockholders  and to National with
respect to National's engagement shall be deemed to be in the same proportion as
(i) the total  value paid or  received  or to be paid or received by the Company
and/or its stockholders pursuant to the Matters (whether or not consummated) for
which  National  is  engaged to render  services  bears to (ii) the fees paid to
National in connection with such  engagement.  In no event shall the Indemnified
Parties  contribute  or  otherwise  be  liable  for an  amount  in excess of the
aggregate  amount  of  fees  actually  received  by  National  pursuant  to such
engagement  (excluding  amounts  received by National  as  reimbursement  of the
expenses).

     The  Company  further  agrees  that no  Indemnified  Party  shall  have any
liability (whether direct or indirect,  in contract or tort or otherwise) to the
Company for or in connection with  National's  engagement  hereunder  except for
losses,  claims,  damages,  liabilities  or expenses  that a court of  competent
jurisdiction  shall have  determined by final judgment  resulted solely from the
gross negligence or willful misconduct of such Indemnified Party. The indemnity,
reimbursement  and contribution  obligations of the Company shall be in addition
to any liability  which the Company may otherwise have and shall be binding upon
and  inure  to the  benefit  of any  successors,  assigns,  heirs  and  personal
representatives of the Company or an Indemnified Party.

     The indemnity,  reimbursement and contribution  provisions set forth herein
shall  remain  operative  and in full  force and  effect  regardless  of (i) any
withdrawal,  termination or consummation of or failure to initiate or consummate
any Matter referred to herein,  (ii) any  investigation  made by or on behalf of
any party hereto or any person controlling  (within the meaning of Section 15 of
the Securities Act of 1933 as amended,  or Section 20 of the Securities Exchange
Act of 1934,  as  amended)  any  party  hereto,  (iii)  any  termination  or the
completion  or  expiration  of this  letter of  National's  engagement  and (iv)
whether or not National shall, or shall not be called upon to, render any formal
or informal advice in the course of such engagement.