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                                                                   EXHIBIT 10.46
 
                               WARRANT AGREEMENT
                               -----------------

     This WARRANT AGREEMENT dated as of October 1, 1997, between EQUALNET
HOLDING CORP., a Texas corporation (the "Company"), and THE WILLIS GROUP, LLC, a
Texas limited liability company ("Willis" and, together with any transferee of
Warrants or Warrant Shares, the "Warrant Holders(s)").

     WHEREAS, Willis, the Company, EqualNet Corporation, Telesource, Inc., and
EqualNet Wholesale Services, Inc., have entered into a certain Note and Warrant
Purchase Agreement (the "Note Purchase Agreement") dated October 1, 1997; and

     WHEREAS, the Company proposes to issue to Willis as partial consideration
for Willis's entering into the Note Purchase Agreement, common stock purchase
warrants (the "Warrants") to purchase up to 200,000 shares (the "Warrant
Shares") of the Company's common stock, par value $0.01 per share (the "Common
Stock"), each Warrant entitling the holder thereof to purchase one share of
Common Stock.

     NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein and in the Agreement set forth and for other good and valuable
consideration, the parties hereto agree as follows:

     1. ISSUANCE OF WARRANTS; FORM OF WARRANT. The Company will issue and
deliver the Warrants to Willis on the Closing Date referred to in the Note
Purchase Agreement. The aggregate number of Warrants to be issued and delivered
shall be 200,000 (subject to further limitation as provided herein). The
Warrants shall be exercisable on or after October 1, 1997. The text of each
Warrant shall be substantially as set forth in the Warrant Certificate attached
as Exhibit A hereto. The Warrants shall be executed on behalf of the Company by
the manual or facsimile signature of the present or any future Chairman of the
Board, President, or Vice President of the Company, attested by the manual or
facsimile signature of the present or future Secretary or an Assistant Secretary
of the Company. A Warrant bearing the manual or facsimile signature of
individuals who were at any time the proper officers of the Company shall bind
the Company notwithstanding that such individuals or any of them shall have
ceased to hold such offices prior to the delivery of such Warrant or did not
hold such offices on the date of this Warrant Agreement.

     Warrants shall be dated as of the date of execution thereof by the Company
either upon initial issuance or upon division, exchange, substitution or
transfer.

     Subject to Article V of the Note Purchase Agreement, the demand and the
piggy-back registration rights set forth in Section 16 hereof may be exercised
at any time during the term of the Warrants.

     2.   REPRESENTATIONS AND WARRANTIES.
 
     (a)  The Company hereby represents and warrants as follows:

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          (i) POWER AND AUTHORITY. The Company has all requisite corporate power
     and authority, and has taken all corporate action necessary, to execute,
     deliver and perform this Warrant Agreement, to grant, issue, and deliver
     the Warrants and to authorize and reserve for issuance and, upon payment
     from time to time of the Exercise Price, to issue and deliver the shares of
     Common Stock or other securities issuable upon exercise of the Warrants.
     This Warrant Agreement has been duly executed and delivered by the Company.

          (ii) RESERVATION, ISSUANCE AND DELIVERY OF COMMON STOCK. There have
     been reserved for issuance, and the Company shall at all times keep
     reserved, out of the authorized and unissued shares of Common Stock, a
     number of shares sufficient to provide for the exercise of the rights of
     purchase represented by the Warrants, and such shares, when issued upon
     receipt of payment therefor or upon a net exercise in accordance with the
     terms of the Warrants and of this Warrant Agreement, will be legally and
     validly issued, fully paid and non-assessable and will be free of any
     preemptive rights of shareholders or any restrictions.

     (b) The Warrant Holder hereby represents and warrants as follows:

          (i) ACCREDITED INVESTOR. The Warrant Holder is an "accredited
     investor" within the meaning of Rule 501 under Regulation D promulgated
     under the Securities Act, is experienced in evaluating investments in
     companies such as the Company, has such knowledge and experience in
     financial and business matters as to be capable of evaluating the merits
     and risks of its investment and has the ability to bear the entire economic
     risk of its investment. The Warrant Holder has made its own evaluation of
     its investment in the Warrants, based upon such information as is available
     to it and without reliance upon the Company or any other person or entity,
     and the Warrant Holder agrees that neither the Company nor any other person
     or entity has any obligation to furnish any additional information to the
     Warrant Holder except as expressly set forth herein.

     3. CONDITIONS TO PURCHASE. Willis's obligations hereunder shall be subject
to satisfaction of the following conditions on the Closing Date referred to in
the Note Purchase Agreement:

          (a) All corporate proceedings and other legal matters incident to the
     authorization, form and validity of this Warrant Agreement and the Warrants
     and all other legal matters relating to this Warrant Agreement, the
     Warrants and the transactions contemplated hereby shall be satisfactory in
     all respects to Vinson & Elkins L.L.P., counsel for Willis, in their
     reasonable judgment, and the Company shall have furnished to such counsel
     all documents and information that they may reasonably request to enable
     them to pass judgment upon such matters.

          (b) There shall have been duly tendered to Willis or upon the order of
     Willis a certificate or certificates representing the Warrants.

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          (c) Each of the "Conditions Precedent" set forth in Article VII
     of the Note Purchase Agreement shall have been satisfied.

     4. REGISTRATION.  The Warrants shall be numbered and shall be registered on
the books of the Company (the "Warrant Register") as they are issued. The
Warrants shall be registered initially in such names and such denominations as
Willis has specified to the Company.

     5. EXCHANGE OF WARRANT CERTIFICATES.  Subject to any restriction upon
transfer set forth in this Warrant Agreement, each Warrant certificate may be
exchanged at the option of the Warrant Holder thereof for another certificate or
certificates of different denominations entitling the Warrant Holder thereof to
purchase upon surrender to the Company or its duly authorized agent a like
aggregate number of Warrant Shares as the certificate or certificates
surrendered then entitle such Warrant Holder to purchase. Any Warrant Holder
desiring to exchange a Warrant certificate or certificates shall make such
request in writing delivered to the Company, and shall surrender, properly
endorsed, the certificate or certificates to be so exchanged. Thereupon, the
Company shall execute and deliver to the person entitled thereto a new Warrant
certificate or certificates, as the case may be, as so requested. Any Warrant
issued upon exchange, transfer or partial exercise of the Warrants shall be the
valid obligation of the Company, evidencing the same generic rights and entitled
to the same generic benefits under this Warrant Agreement as the Warrants
surrendered for such exchange, transfer or exercise.

     6. TRANSFER OF WARRANTS. Subject to the provisions of Section 14 hereof,
the Warrants shall be transferrable only on the Warrant Register upon delivery
to the Company of the Warrant certificate or certificates duly endorsed by the
Warrant Holder or by his duly authorized attorney-in-fact or legal
representative, or accompanied by proper evidence of succession, assignment or
authority to transfer. In all cases of transfer by an attorney-in-fact, the
original power of attorney, duly approved, or an official copy thereof, duly
certified, shall be deposited with the Company. In case of transfer by
executors, administrators, guardians or other legal representatives, duly
authenticated evidence of their authority shall be produced, and may be required
to be deposited with the Company in its discretion. Upon any registration of
transfer, the Company shall deliver a new Warrant or Warrants to the person
entitled thereto.

     7. TERM OF WARRANTS; EXERCISE OF WARRANTS.

     (a) Each Warrant entitles the Warrant Holder thereof to purchase one share
of Common Stock during the time period and subject to the conditions set forth
in the respective Warrant Certificates at an exercise price of $1.00 per share,
subject to adjustment in accordance with Section 12 hereof (the "Exercise
Price"). Each Warrant terminates on the fifth anniversary of the date on which
such Warrant becomes exercisable in accordance with its terms (the "Expiration
Date").

     (b) The Exercise Price and the number of shares issuable upon exercise of
Warrants are subject to adjustment upon the occurrence of certain events,
pursuant to the provisions of Section 12

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of this Warrant Agreement. Subject to the provisions of this Warrant Agreement,
each Warrant Holder shall have the right, which may be exercised as expressed in
such Warrants, to purchase from the Company (and the Company shall issue and
sell to such Warrant Holder) the number of fully paid and nonassessable shares
of Common Stock specified in such Warrants, upon surrender to the Company, or
its duly authorized agent of such Warrants, with the purchase form on the
reverse thereof duly filled in and signed, and upon payment to the Company of
the Exercise Price, as adjusted in accordance with the provisions of Section 12
of this Warrant Agreement or upon a net exercise pursuant to this subsection of
this Warrant Agreement, for the number of shares in respect of which such
Warrants are then exercised. The Warrant Holder may (i) pay the Exercise Price
in cash, by certified or official bank check payable to the order of the
Company, or by the surrender to the Company of securities of the Company having
a Market Price equal to the Exercise Price or by the surrender to the Company of
indebtedness owed by the Company pursuant to the Note Purchase Agreement (in
which case the Company will accept such specified unpaid principal amount in
full payment, as if such payment had been made in cash) or (ii) make an exercise
of Warrants for "Net Warrant Shares." The number of Net Warrant Shares will be
determined as described by the following formula: Net Warrant Shares = 
[WS x (MP-EP)]/MP. "WS" is the number of Warrant Shares issuable upon exercise
of the Warrants or portion of Warrants in question. "MP" is the Market Price of
the Common Stock on the last trading day preceding the date of the request to
exercise the Warrants. "Market Price" shall mean the then current market price
per share of Common Stock, as determined in paragraph 12.1(e). "EP" shall mean
the Exercise Price. 

Subject to paragraph 7(c) hereof, upon such surrender of Warrants, and payment
of the Exercise Price, with cash or securities, or upon a net exercise as
aforesaid, the Company at its expense shall issue and cause to be delivered with
all reasonable dispatch to or upon the written order of the Warrant Holder and
in such name or names as the Warrant Holder may designate, a certificate or
certificates for the number of full shares of Common Stock so purchased upon the
exercise of such Warrants, together with cash, as provided in Section 12 of this
Warrant Agreement, in respect of any fraction of a share of such stock otherwise
issuable upon such surrender. Such certificate or certificates shall be deemed
to have been issued, and any person so designated to be named therein shall be
deemed to have become a holder of record of such shares, as of the date of the
surrender of such Warrants and payment of the Exercise Price or receipt of
shares by net exercise as aforesaid. The rights of purchase represented by the
Warrants shall be exercisable, at the election of the Warrant Holders thereof,
either in full or from time to time in part and, in the event that any Warrant
is exercised in respect of less than all of the shares purchasable on such
exercise at any time prior to the Expiration Date, a new certificate evidencing
the remaining Warrant or Warrants will be issued.

     (c) So long as the Company satisfies the continued listing requirements of
the Nasdaq National Market, the exercise rights set forth above and the right to
convert the Note as set forth in the Note Purchase Agreement shall be limited so
that, upon conversion of the Note or exercise of the Warrants or both, the
Purchaser's aggregate ownership of the Company will be less than 20% of the
shares of Common Stock outstanding on the date of issuance of the Note and the
Warrants; provided that such limitation shall cease and this Section 7(c) shall
become null and void upon the

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approval of the issuance of the Note and the Warrants by the shareholders of the
Company or the National Association of Securities Dealers, Inc. or upon such
other event as shall allow the conversion or exercise or both, as appropriate,
without violating the applicable requirements of the Nasdaq National Market.

     8. COMPLIANCE WITH GOVERNMENT REGULATIONS. The Company covenants that if
any share of Common Stock required to be reserved for purposes of exercise or
conversion of Warrants require, under any federal or state law or applicable
governing rule or regulation of any national securities exchange, registration
with or approval of any governmental authority, or listing on any such national
securities exchange, before such shares may be issued upon exercise, the Company
will use its commercially reasonable efforts to cause such shares to be duly
registered, approved or listed on the relevant national securities exchange, as
the case may be.

     9. PAYMENT OF TAXES. The Company will pay all documentary stamp taxes, if
any, attributable to the initial issuance of Warrant Shares upon the exercise of
Warrants and any securities issued pursuant to Section 12 hereof; provided
however, that the Company shall not be required to pay any tax or taxes which
may be payable in respect of any transfer involved in the issue or delivery of
any Warrants or certificates for Warrant Shares and any securities issued
pursuant to Section 12 hereof in a name other than that of the Warrant Holder of
such Warrants.

     10. MUTILATED OR MISSING WARRANTS. In case any of the Warrants shall be
mutilated, lost, stolen or destroyed, the Company shall issue and deliver in
exchange and substitution for and upon cancellation of the mutilated Warrant, or
in lieu of and in substitution for the Warrant lost, stolen, or destroyed, a new
Warrant of like tenor and representing an equivalent right or interest.

     11. RESERVATION OF WARRANT SHARES; PURCHASE AND CANCELLATION OF WARRANTS.
The Company shall at all times reserve, out of the authorized and unissued
shares of Common Stock, a number of shares sufficient to provide for the
exercise of the rights of purchase represented by the Warrants, and the transfer
agent for the Common Stock ("Transfer Agent") and every subsequent transfer
agent for any shares of the Company's capital stock issuable upon the exercise
of any of the rights of purchase aforesaid are hereby irrevocably authorized and
directed at all times until the Expiration Date to reserve such number of
authorized and unissued shares as shall be requisite for such purpose. The
Company will keep a copy of this Warrant Agreement on file with the Transfer
Agent and with every subsequent transfer agent for any shares of the Company's
capital stock issuable upon the exercise of the rights of purchase represented
by the Warrants. The Company will supply the Transfer Agent and any such
subsequent transfer agent with duly executed stock certificates for such purpose
and will itself provide or otherwise make available any cash which may be
issuable as provided by Section 13 of this Warrant Agreement. The Company will
furnish to the Transfer Agent and any such subsequent transfer agent a copy of
all notices of adjustments, and certificates related thereto, transmitted to
each Warrant Holder pursuant to Section 12.3 hereof. All warrants surrendered in
the exercise of the rights thereby evidenced shall be canceled, and such
canceled Warrants shall constitute sufficient evidence of the number of shares
of stock which have been issued upon the exercise of such Warrants (subject to
adjustment as herein provided). No

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shares of stock shall be subject to reservation in respect of the Warrants
subsequent to the Expiration Date except to the extent necessary to comply with
the terms of this Warrant Agreement.

     12. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The number
and kind of securities purchasable upon the exercise of each Warrant and the
Exercise Price shall be subject to adjustment from time to time upon the
occurrence of certain events, as hereafter defined.

          12.1. Mechanical Adjustments. The number of Warrant Shares purchasable
     upon the exercise of each Warrant and the Warrant Price shall be subject to
     adjustment as follows:

               (a) In case the Company shall (i) pay a dividend to holders of
          Common Stock in shares of Common Stock or make a distribution to
          holders of Common Stock in shares of Common Stock, (ii) subdivide its
          outstanding shares of Common Stock into a larger number of shares of
          Common Stock, (iii) combine its outstanding shares of Common Stock
          into a smaller number of shares of Common Stock or (iv) issue by
          reclassification of its shares of Common Stock other securities of the
          Company (including any such reclassification in connection with a
          consolidation or merger in which the Company is the surviving
          corporation), the number of Warrant Shares purchasable upon exercise
          of each Warrant immediately prior thereto shall be adjusted so that
          the Warrant Holder shall be entitled to receive the kind and number of
          Warrant Shares or other securities of the Company which he would have
          owned or have been entitled to receive after the happening of any of
          the events described above, had such Warrant been exercised
          immediately prior to the happening of such event or any record date
          with respect thereto regardless of whether the Warrants are
          exercisable at the time of the happening of such event or at the time
          of any record date with respect thereto. An adjustment made pursuant
          to this paragraph (a) shall become effective immediately after the
          effective date of such event retroactive to the record date, if any,
          for such event.

               (b) In case the Company shall issue rights, options, or Warrants
          to holders of its outstanding Common Stock, without any charge to such
          holders entitling them to subscribe for or purchase shares of Common
          Stock at a price per share which is lower at the record date
          mentioned below than the Exercise Price, then (i) the Exercise in
          effect immediately prior to such issuance shall immediately be reduced
          to the price that is equivalent to such consideration received by the
          Company upon such issuance and (ii) the number of Warrant Shares
          thereafter purchasable upon the exercise of each Warrant shall be
          increased in direct proportion to the increase in the number of shares
          of Common Stock outstanding on a fully diluted basis immediately prior
          to such issuance; provided that if such shares of Common Stock,
          options or other convertible securities (other than Excluded Stock (as
          defined in the Note Purchase Agreement)) are issued for consideration
          per share less than the Exercise Price at the date of such issue or
          sale, the number of shares of Common Stock that immediately prior to
          such issuance the Warrant Holder shall have been entitled to
 

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          purchase pursuant to this Warrant shall be increased to the greater of
          (i) that number of shares of Common Stock that immediately prior to
          such issuance the Warrant Holder shall have been entitled to purchase
          pursuant to this Warrant multiplied by a fraction, the numerator of
          which is the Exercise Price and the denominator of which is such
          consideration per share, and (ii) the number of shares of Common Stock
          otherwise calculated under this Section 12.1. Such adjustment shall be
          made whenever such rights, options, or Warrants are issued, and shall
          become effective immediately after the record date for the
          determination of stockholders entitled to receive such rights,
          options, or Warrants; provided that this Section 12.1(b) shall
          expire and be of no force and effect on or after April 1, 1998.

               (c) In case the Company shall distribute to holders of its shares
          of Common Stock evidences of its indebtedness or assets (including
          cash dividends or other cash distributions) or rights, options, or
          warrants, or convertible or exchangeable securities containing the
          right to subscribe for or purchase shares of Common Stock (excluding
          those referred to in paragraph (b) above), then in each case the
          number of Warrant Shares thereafter purchasable upon the exercise of
          each Warrant shall be determined by multiplying the number of Warrant
          Shares theretofore purchasable upon the exercise of each Warrant by a
          fraction, of which the numerator shall be the then current market
          price per share of Common Stock (as determined in accordance with
          paragraph (e) below) on the date of such distribution, and of which
          the denominator shall be the then current market price per share of
          Common Stock, less the then fair value (as determined in good faith by
          the Board of Directors of the Company) of the portion of the assets or
          evidences of indebtedness so distributed or of such subscription
          rights, options, or warrants, or of such convertible or exchangeable
          securities applicable to one share of Common Stock. Such adjustment
          shall be made whenever any such distribution is made, and shall become
          effective on the date of distribution retroactive to the record date
          for the determination of stockholders entitled to receive such
          distribution.

               In the event of distribution by the Company to holders of its
          shares of Common Stock of stock of a subsidiary or securities
          convertible into or exercisable for such stock, then in lieu of an
          adjustment in the number of Warrant Shares purchasable upon the
          exercise of each Warrant, the Warrant Holder, upon the exercise
          thereof at any time after such distribution, shall be entitled to
          receive from the Company, such subsidiary, or both, as the Company
          shall determine, the stock or other securities to which such Warrant
          Holder would have been entitled if such Warrant Holder had exercised
          such Warrant immediately prior thereto regardless of whether the
          Warrants are exercisable at such time, all subject to further
          adjustment as provided in this subsection 12.1; provided, however,
          that no adjustment in respect of dividends or interest on such stock
          or other securities shall be made during the term of a Warrant or upon
          the exercise of a Warrant; provided forth that this Section 12.1(c)
          shall expire and be of no force and effect on or after April 1, 1998.

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               (d) In case the Company shall sell and issue shares of Common
          Stock (other than pursuant to rights, options, warrants, or
          convertible securities initially issued before the date of this
          Agreement) or rights, options, warrants, or convertible securities
          containing the right to subscribe for or purchase shares of Common
          Stock (excluding shares, rights, options, warrants or convertible
          securities issued in any of the transactions described in paragraphs
          (a), (b) or (c) above) at a price per share of Common Stock
          (determined, in the case of such rights, options, Warrants or
          convertible securities, by dividing (w) the total of the amount
          received or receivable by the Company (determined as provided below)
          in consideration of the sale and issuance of such rights, options,
          warrants, or convertible securities, by (x) the total number of shares
          of Common Stock covered by such rights, options, warrants, or
          convertible securities) lower than the Exercise Price in effect
          immediately prior to such sale and issuance, then (i) the Exercise in
          effect immediately prior to such issuance shall immediately be reduced
          to the price that is equivalent to such consideration received by the
          Company upon such issuance and (ii) the number of Warrant Shares
          thereafter purchasable upon the exercise of the Warrants shall be
          increased in direct proportion to the increase in the number of shares
          of Common Stock outstanding on a fully diluted basis immediately prior
          to such issuance; provided that if such shares of Common Stock,
          options or other convertible securities (other than Excluded Stock)
          are issued for consideration per share less than the Exercise Price at
          the date of such issue or sale, the number of shares of Common Stock
          that immediately prior to such issuance the Warrant Holder shall have
          been entitled to purchase pursuant to this Warrant shall be increased
          to the greater of (i) that number of shares of Common Stock that
          immediately prior to such issuance the Warrant Holder shall have been
          entitled to purchase pursuant to this Warrant multiplied by a
          fraction, the numerator of which is the Exercise Price and the
          denominator of which is such consideration per share, and (ii) the
          number of shares of Common Stock otherwise calculated under this
          Section 12.1  Such adjustment shall be made successively whenever such
          as issuance is made; provided that this Section 12.1(d) shall expire
          and be of no force and effect on or after April 1, 1998. For the
          purposes of such adjustments, the consideration received or receivable
          by the Company for rights, options, warrants, or convertible
          securities shall be deemed to be the consideration received by the
          Company for such rights, options, warrants, or convertible securities,
          plus the consideration or premiums stated in such rights, options,
          warrants, or convertible securities to be paid for the shares of
          Common Stock covered thereby. In case the Company shall sell and issue
          shares of Common Stock, or rights, options, warrants, or convertible
          securities containing the right to subscribe for or purchase shares of
          Common Stock, for a consideration consisting, in whole or in part, of
          property other than cash or its equivalent, then in determining the
          "price per share of Common Stock" and the "consideration received or
          receivable by the Company" for purposes of the first sentence of this
          paragraph (d), the Board of Directors shall determine, in its
          discretion, the fair value of said property.

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               (e) For the purpose of any computation under paragraphs (b), (c),
          and (d) of this Section, the current market price per share of Common
          Stock at any date shall be the average of the daily closing prices of
          the Company's Common Stock, for five consecutive trading days ending
          one trading day before the date of such computation. The closing price
          for each day shall be the last such reported, sales price regular way
          or, in case no such reported sale takes place on such day, the average
          of the closing bid and asked prices regular way for such day, in each
          case on the principal national securities exchange on which the shares
          of Common Stock are listed or admitted to trading or, if not listed or
          admitted to trading, the average of the closing bid and asked prices
          of the Common Stock in the over-the-counter market as reported by
          NASDAQ or any comparable system. In the absence of one or more such
          quotations, the Board of Directors of the Company shall determine the
          current market price, in good faith, on the basis of such quotations,
          as it considers appropriate. Notwithstanding the foregoing, for the
          purpose of any calculation under paragraph (d) above (A) with respect
          to any issuance of options under the Company's employee or director
          compensation stock option plans as in effect or as adopted by the
          Board of Directors of the Company on the date hereof, the term
          "current market price", in such instances, shall mean the fair market
          price on the date of the issuance of any such option determined in
          accordance with the Company's employee compensation stock option plans
          as in effect or adopted by the Board of Directors of the Company on
          the date hereof; and (B) with respect to any issuances of Common Stock
          (or rights, options, warrants, or convertible securities containing
          the right to subscribe for or purchase shares of Common Stock) in
          connection with bona fide corporate transactions (other than issuances
          in such transactions for cash or similar consideration), the term
          "fair market price" shall mean the fair market price per share as
          determined in arm's-length negotiations by the Company and such other
          parties (other than affiliates or subsidiaries of the Company) to such
          transactions as reflected in the definitive documentation with respect
          thereto, unless such determination is not reasonably related to the
          closing market price on the date of such determination.

               (f) In any case in which this Section 12.1 shall require that any
          adjustment in the number of Warrant Shares be made effective as of
          immediately after a record date for a specified event, the Company may
          elect to defer until the occurrence of the event the issuing to the
          holder of any Warrant exercised after that record date the shares of
          Common Stock and other securities of the Company, if any, issuable
          upon the exercise of any Warrant over and above the shares of Common
          Stock and other securities of the Company, if any, issuable upon the
          exercise of any Warrant prior to such adjustment; provided, however,
          that the Company shall deliver to such Warrant Holder a due bill or
          other appropriate instrument evidencing the holder's right to receive
          such additional shares or securities upon the occurrence of the event
          requiring such adjustment.

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               (g) No adjustment in the number of Warrant Shares purchasable
         hereunder shall be required unless such adjustment would require an
         increase or decrease of at least one percent (1%) in the number of
         Warrant Shares purchasable upon the exercise of each Warrant; provided,
         however, that any adjustments which by reason of this paragraph (g) are
         not required to be made shall be carried forward and taken into account
         in any subsequent adjustment. All calculations shall be made to the
         nearest one-thousandth of a share.

               (h) Whenever the number of Warrant Shares purchasable upon the
         exercise of each Warrant is adjusted, as herein provided, the Warrant
         Price payable upon the exercise of each Warrant shall be adjusted by
         multiplying such Warrant Price immediately prior to such adjustment by
         a fraction, of which the numerator shall be the number of Warrant
         Shares purchasable upon the exercise of such Warrant immediately prior
         to such adjustment, and of which the denominator shall be the number of
         Warrant Shares purchasable immediately.

               (i) No adjustment in the number of Warrant Shares purchasable
         upon the exercise of each Warrant need be made under paragraphs (b),
         (c) and (d) if the Company issues or distributes to each Warrant Holder
         the rights, options, warrants, or convertible or exchangeable
         securities, or evidences of indebtedness or assets referred to in those
         paragraphs which each Warrant Holder would have been entitled to
         receive had the Warrants been exercised prior to the happening of such
         event or the record date with respect thereto regardless of whether the
         Warrants are exercisable at the time of the happening of such event or
         at the time of any record date with respect thereto. No adjustment need
         be made for a change in the par value of the Warrant Shares.

               (j) For the purpose of this Section 12.1, the terms "shares of
         Common Stock" shall mean (i) the class of stock designated as the
         Common Stock of the Company at the date of this Agreement, or (ii) any
         other class of stock resulting from successive changes or
         reclassifications of such shares consisting solely of changes in par
         value, or from par value to no par value, or from no par value to par
         value. In the event that at any time, as a result of an adjustment made
         pursuant to paragraph (a) above, the Warrant Holders shall become
         entitled to purchase any securities of the Company other than shares of
         Common Stock, thereafter the number of such other securities so
         purchasable upon exercise of each Warrant and the Exercise Price of
         such securities shall be subject to adjustment from time to time in a
         manner and on terms as nearly equivalent as practicable to the
         provisions with respect to the Warrant Shares contained in paragraphs
         (a) through (i), inclusive, above, and the provisions of Section 7 and
         Section 12.2 through 12.5, inclusive, with respect to the Warrant
         Shares, shall apply on like terms to any such other securities.

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          (k) Upon the expiration of any rights, options, warrants, or
     conversion or exchange privileges, if any thereof shall not have been
     exercised the Warrant Price and the number of shares of Common Stock
     purchasable upon the exercise of each warrant shall, upon such expiration,
     be readjusted and shall thereafter be such as it would have been had it
     been originally adjusted (or had the original adjustment not been required,
     as the case may be) as if (A) the only shares of Common Stock so issued
     were the shares of Common Stock, if any, actually issued or sold upon the
     exercise of such rights, options, warrants, or conversion or exchange
     rights and (B) such shares of Common Stock, if any, were issued or sold for
     the consideration actually received by the Company upon such exercise plus
     the aggregate consideration, if any, actually received by the Company for
     the issuance, sale or grant of all such rights, options, warrants, or
     conversion or exchange rights whether or not exercised; provided, however,
     that no such readjustment shall have the effect of increasing the Warrant
     Price or decreasing the number of Warrant Shares by an amount in excess of
     the amount of the adjustment initially made with respect to the issuance,
     sale or grant of such rights, options, warrants, or conversion or exchange
     rights.

          (1) In addition to the adjustments set forth above, the Exercise Price
     shall be immediately reduced and the number of Warrant Shares shall be
     immediately increased, in each case, on a pari passu basis with the
     conversion, exercise, or strike price of any other derivative securities of
     the Company whether now outstanding or hereafter issued.

     12.2. VOLUNTARY ADJUSTMENT BY THE COMPANY. The Company may, at its option,
at any time during the term of the Warrants, reduce the then current Exercise
Price to any amount determined appropriate by the Board of Directors of the
Company.

     12.3. NOTICE OF ADJUSTMENT. When the number of Warrant Shares purchasable
upon the exercise of each Warrant or the Exercise Price of such Warrant Shares
is adjusted, as herein provided, the Company shall promptly mail by first class,
postage prepaid, to each Warrant Holder notice of such adjustment or adjustments
and a certificate of a firm of independent public accountants selected by the
Board of Directors of the Company (who may be the regular accountants employed
by the Company) setting forth the number of Warrant Shares purchasable upon the
exercise of each Warrant and the Exercise Price of such Warrant Shares after
such adjustment and setting forth a brief statement of the facts requiring such
adjustment and setting forth the computation by which such adjustment was made.
Such certificate, absent manifest error, shall be conclusive evidence of the
correctness of such adjustment.

     12.4. PRESERVATION OF PURCHASE RIGHTS UPON MERGER CONSOLIDATION, ETC. In
case of any consolidation of the Company with or merger of the Company into
another person or in case of any sale, transfer, or lease to another person of
all of or substantially all
 

                                      -11-
<PAGE>
 
     the assets of the Company, the Company or such successor or purchaser, as
     the case may be, shall execute with each Warrant Holder an agreement that
     each Warrant Holder shall have the right thereafter upon payment of the
     Exercise Price in effect immediately prior to such action to purchase upon
     exercise of each Warrant the kind and amount of shares and other securities
     and property which the Warrant Holder would have owned or have been
     entitled to receive after the happening of such consolidation, merger,
     sale, transfer, or lease had such Warrant been exercised immediately prior
     to such action regardless of whether the Warrants are exercisable at the
     time of such action. Such agreement shall provide for adjustments, which
     shall be as nearly equivalent as may be practicable to the adjustments
     provided for in this Section 12. The provisions of this Section 12.4 shall
     similarly apply to successive consolidations, mergers, sales, transfers, or
     leases.

          12.5. STATEMENT ON WARRANTS. Even though Warrants heretofore or
     hereafter issued may continue to express the same price and number and kind
     of shares as are stated in the Warrants initially issuable pursuant to this
     Warrant Agreement, the parties understand and agree that such Warrants will
     represent rights consistent with any adjustments in the Exercise Price or
     the number or kind of shares purchasable upon the exercise of the Warrants.

     13. FRACTIONAL INTERESTS. The Company shall not be required to issue
fractional Warrant Shares on the exercise of Warrants. If more than one Warrant
shall be presented for exercise in full at the same time by the same Warrant
Holder, the number of full Warrant Shares which shall be issuable upon the
exercise thereof shall be computed on the basis of the aggregate number of
Warrant Shares purchasable on exercise of the Warrants so presented. If any
fraction of a Warrant Share would, except for the provisions of this Section 13,
be issuable on the exercise of any Warrant (or specified portion, thereof), the
Company shall pay an amount in cash equal to the closing price for one share of
the Common Stock on the trading day immediately preceding the date the Warrant
is presented for exercise, multiplied by such fraction.

     14. REGISTRATION UNDER THE SECURITIES ACT OF 1933. Willis represents and
warrants to the Company that it will not dispose of the Warrant or Warrant
Shares except pursuant to (i) an effective registration statement, or (ii) an
applicable exemption from registration under the Securities Act of 1933 (the
"Act"). In connection with any sale by Willis pursuant to clause (ii) of the
preceding sentence, it shall furnish to the Company an opinion of counsel
reasonably satisfactory to the Company to the effect that such exemption from
registration is available in connection with such sale.

     15. CERTIFICATE TO BEAR LEGENDS. The Warrants shall be subject to a stop-
transfer order and the certificate or certificates therefor shall bear the
following legend by which each Warrant Holder shall be bound:

     "THE WARRANTS REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE
     HEREOF HAVE NOT BEEN REGISTERED

                                      -12-
<PAGE>
 
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE
     SECURITIES LAWS OF ANY OTHER STATE. THE WARRANTS REPRESENTED HEREBY AND THE
     SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN ACQUIRED FOR INVESTMENT
     AND MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE TRANSFERRED, EXCEPT
     PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
     ACT, OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
     ACT. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE
     ACCOMPANIED BY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY
     TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN
     CONNECTION WITH SUCH SALE."

     The Warrant Shares or other securities issued upon exercise of the Warrants
shall, unless issued pursuant to an effective registration statement, be subject
to a stop-transfer order and the certificate or certificates evidencing any such
Warrant Shares or securities shall bear the following legend by which the
Warrant Holder thereof shall be bound:

     "THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND
     MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE TRANSFERRED, EXCEPT
     PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
     ACT, OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
     ACT. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE
     ACCOMPANIED BY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY
     TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN
     CONNECTION WITH SUCH SALE."

     16.  REGISTRATION RIGHTS.  The Warrant Shares shall be subject to the
registration rights set forth in Section 4.1.11 of the Note and Warrant
Purchase Agreement.

     17. NO RIGHTS AS STOCKHOLDERS; NOTICE TO WARRANT HOLDERS. Nothing contained
in this Warrant Agreement or in any of the Warrants shall be construed as
conferring upon the Warrant Holders or their transferees the right to vote or to
receive dividends or to consent or to receive notice as stockholders in respect
of any meeting of stockholders for the election of directors of the Company or
any other matter, or any rights whatsoever as stockholders of the Company. If,
however, at any time prior to the expiration of the Warrants and prior to their
exercise, any of the following events shall occur:

                                      -13-
<PAGE>
 
          (a) the Company shall declare any dividend payable in any securities
     upon its shares of Common Stock or make any distribution (other than a cash
     dividend) to the holders of its shares of Common Stock; or

          (b) the Company shall offer to the holders of its shares of Common
     Stock any additional shares of Common Stock or securities convertible into
     or exchangeable for shares of Common Stock or any right to subscribe to or
     purchase any thereof; or

          (c) a dissolution, liquidation, or winding up of the Company (other
     than in connection with a consolidation, merger, sale, transfer, or lease
     or all or substantially all of its property, assets, and business as an
     entirety) shall be proposed,

then in any one or more of said events the Company shall give notice in writing
of such event to the Warrant Holders as provided in Section 20 hereof, with such
notice to be completed at least 15 days prior to the date fixed as a record date
or the date of closing the transfer books for the determination of the
stockholders entitled to such dividend, distribution, or subscription rights, or
for the determination of stockholders entitled to vote on such proposed
dissolution, liquidation or winding up. Such notice shall specify such record
date or the date of closing the transfer books, as the case may be. Failure to
provide or receive such notice or any defect therein or in the mailing thereof
shall not affect the validity of any action taken in connection with such
dividend, distribution, or subscription rights, or such proposed dissolution,
liquidation, or winding up.

     18. EXPENSES. The Company shall pay all legal and other reasonable out-of-
pocket expenses of the Warrant Holders and of their counsel (up to a maximum of
$25,000). The Company agrees to reimburse Willis upon demand for its reasonable
out-of-pocket costs and expenses incurred in connection with the preparation,
review, negotiation, execution, and delivery of this Warrant Agreement and all
other related documents.

     19. RIGHT TO INFORMATION. The Company, in accordance with Section 16(c)
above, will provide to all Warrant Holders and to all holders of Warrant Shares,
on a timely basis, copies of all documents and reports delivered to its
shareholders.

     20. NOTICES. Any notice pursuant to this Warrant Agreement to be given or
made by the holder of any Warrant or Warrant Shares to or on the Company shall
be sufficiently given or made if sent by first-class mail, postage prepaid,
addressed as follows:

             EqualNet Holding Corp.
             1250 Wood Branch Park Drive
             Houston, Texas 77079
             Attention: General Counsel

Notices or demands authorized by this Warrant Agreement to be given or made to
or on the Warrant Holder of any Warrant or Warrant Shares shall be sufficiently
given or made (except as otherwise

                                      -14-
<PAGE>
 
provided in this Warrant Agreement) if sent by registered mail, return receipt
requested, postage prepaid, addressed to such Warrant Holder at the address of
such Warrant Holder as shown on the Warrant Register or the Common Stock
Register, as the case may be.

     21. GOVERNING LAW.  THIS WARRANT AGREEMENT, THE WARRANTS AND ALL RELATED
DOCUMENTS SHALL BE DEEMED TO BE CONTRACTS MADE UNDER AND SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING
EFFECT TO PRINCIPLES OF CONFLICTS OF LAW. ANY DISPUTE HEREUNDER OR UNDER THE
WARRANTS OR RELATED DOCUMENTS SHALL BE DETERMINED EXCLUSIVELY IN ACCORDANCE WITH
SECTION 8.7 OF THE NOTE PURCHASE AGREEMENT.

     22. SUPPLEMENTS AND AMENDMENTS. The Company and the Warrant Holders may
from time to time supplement or amend this Warrant Agreement in order to cure
any ambiguity or to correct or supplement any provision contained herein which
may be defective or inconsistent with any other provision herein, or to make any
other provisions in regard to matters or questions arising hereunder which the
Company and the Warrant Holder may deem necessary or desirable and which shall
not be inconsistent with the provisions of the Warrants and which shall not
adversely affect the interests of the Warrant Holders. Any amendment to this
Warrant Agreement may be effected with the consent of Warrant Holders of at
least a majority of the total then outstanding Warrants (for this purpose
Warrant Shares shall be deemed to be Warrants in the proportion that Warrant
Shares are then issuable upon the exercise of Warrants); provided that any
amendment which shall have the effect of materially adversely affecting the
interests of any Warrant Holder shall not be effective with respect to such
Warrant Holder if such Warrant Holder shall not have consented thereto.

     23. SURVIVAL OF COVENANTS. All covenants and agreements made herein shall
survive the execution and delivery of this Warrant Agreement and the Warrants
and shall remain in force and effect until the Expiration Date of all Warrants.

     24. SUCCESSORS.  All representations and warranties of the Company and all
covenants and agreements of this Warrant Agreement by or for the benefit of the
Company or the Warrant Holders shall bind and inure to the benefit of their
respective successors and assigns hereunder.

     25. BENEFITS OF THIS WARRANT AGREEMENT.  Nothing in this Warrant Agreement
shall be construed to give to any person or corporation other than the Company
and the Warrant Holders, any legal or equitable right, remedy, or claim under
this Warrant Agreement, but this Warrant Agreement shall be for the sole and
exclusive benefit of the Company and the holders of the Warrants and Warrant
Shares.

     26. CAPTIONS.  The captions of the sections and subsections of this Warrant
Agreement have been inserted for convenience and shall have no substantive
effect.

                                      -15-
<PAGE>
 
     27. COUNTERPARTS.  This Warrant Agreement may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
such counterparts together shall constitute but one and the same instrument.

 

                                      -16-
<PAGE>
 
     IN WITNESS WHEREOF, the parties hereto have caused this Warrant Agreement
to be duly executed on the day, month and year first above written.

                                                EQUALNET HOLDING CORP.

                                                By: /s/ Zane Russell
                                                   -------------------
                                                Name: Zane Russell
                                                     -----------------
                                                Title: President
                                                      ----------------

 

                                      -17-
<PAGE>
 
                                                THE WILLIS GROUP LLC
     
                                                By: /s/ Mark Willis
                                                   -------------------
                                                Name: Mark Willis
                                                     -----------------
                                                Title: Pres.
                                                      ----------------

                                      -18-
<PAGE>
 
                                   EXHIBIT A
                                       to
                               Warrant Agreement

                                    FORM OF
                              WARRANT CERTIFICATE

THE WARRANTS REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY OTHER STATE. THE WARRANTS
REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN
ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE
TRANSFERRED, EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT, OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST
BE ACCOMPANIED BY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY
TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION
WITH SUCH SALE.

THE TRANSFER OR EXCHANGE OF THE WARRANTS AND COMMON STOCK UNDERLYING SUCH
WARRANTS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE
WARRANT AGREEMENT REFERRED TO HEREIN.

     No._______                                         200,000 Warrants

                      VOID AFTER 5:00 P.M. NEW YORK, TIME
                               ON OCTOBER 1, 2002
                             EQUALNET HOLDING CORP.
                              WARRANT CERTIFICATE

     THIS CERTIFIES THAT for value received THE WILLIS GROUP, the registered
holder hereof or registered assigns (the "Warrant Holder"), is the owner of the
number of the Warrants set forth above, each of which entitles the owner thereof
to purchase at any time from 9:00 A.M., New York time, on October 1, 1997, until
5:00 P.M., New York time on October 1, 2002, one fully paid and nonassessable
share of the common stock (subject to adjustment), par value $0.01 per share
(the "Common Stock"), of EQUALNET HOLDING CORP., a Texas corporation (the
"Company"), at the exercise price of $1.00 per share, subject to adjustment and
limitation as described in the Warrant Agreement referred to below (the
"Exercise Price"). The Warrant Holder may pay the Exercise Price in cash, or by
certified or official bank check or by reduction of the outstanding principal
amount under the Facility, or make a net exercise for Net Warrant Shares as
described in the Warrant Agreement.

                                 Exhibit A-1

<PAGE>
 
     This Warrant Certificate is subject to, and entitled to the benefits of,
all of the terms, provisions and conditions of an agreement dated October 1,
1997 (the "Warrant Agreement"), between the Company and The Willis Group which
Warrant Agreement is hereby incorporated herein by reference and made a part
hereof and to which Warrant Agreement reference is hereby made for a full
description of the rights, limitations of rights, obligations, duties and
immunities hereunder of the Company and the Warrant Holders of the Warrant
Certificates. Copies of the Warrant Agreement are on file at the principal
office of the Company.

     The Warrant Holder hereof may be treated by the Company and all other
persons dealing with this Warrant Certificate as the absolute owner hereof for
any purpose and as the person entitled to exercise the rights represented
hereby, or to the transfer hereof on the books of the Company, any notice to the
contrary notwithstanding, and until such transfer on such books, the Company may
treat the Warrant Holder hereof as the owner for all purposes.

     The Warrant Certificate, with or without other Warrant Certificates, upon
surrender at the principal office of the Company, may be exchanged for another
Warrant Certificate or Warrant Certificates of like tenor and date evidencing
Warrants entitling the Warrant Holder to purchase a like aggregate number of
shares of Common Stock as the Warrants evidenced by the Warrant Certificate or
Warrant Certificates surrendered entitled to such Warrant Holder to purchase. If
this Warrant Certificate shall be exercised in part, the Warrant Holder shall be
entitled to receive upon surrender hereof, another Warrant Certificate or
Warrant Certificates for the number of whole Warrants not exercised.

     No fractional shares of Common Stock will be issued upon the exercise of
any Warrant or Warrants evidenced hereby, but in lieu thereof a cash payment
will be made, as provided in the Warrant Agreement.

     Neither the Warrants nor the Warrant Certificate entitles any Warrant
Holder hereof to any of the rights of a stockholder of the Company.

     THIS WARRANT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND SHALL BE 
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, 
WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.

                                  Exhibit A-2

<PAGE>
 
     IN WITNESS WHEREOF, the Company has caused the signature of its President
and Secretary to be printed hereon.

                                                EQUALNET HOLDING CORP.

                                                By: 
                                                   ---------------------
                                                Name: 
                                                     -------------------
                                                Title:
                                                      ------------------

Attest:



-----------------------------------
[Name:                    ]
[Secretary]

                                  Exhibit A-3