<PAGE>
 
                                                                   EXHIBIT 10.47

                               WARRANT AGREEMENT
                               -----------------
                              (NETCO ACQUISITION)
                              -------------------

     This WARRANT AGREEMENT dated as of December 2, 1997, between EQUALNET
HOLDING CORP., a Texas corporation (the "Company") and NETCO ACQUISITION, LLC, a
Delaware limited liability company ("Netco" and, together with any transferee of
Warrants or Warrant Shares, the "Warrant Holders(s)").

     WHEREAS, Willis Group, LLC, the Company, MCM Partners and Advantage Fund,
Ltd. have entered into a certain letter of intent (the "Letter of Intent") dated
September 26, 1997; and

     WHEREAS, the Company proposes to issue to Netco as partial consideration
for TWG and MCM (being the sole members of Netco) agreeing to enter into the
Letter of Intent, common stock purchase warrants (the "Warrants") to purchase up
to 150,000 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. As of the date hereof the
Company will issue and deliver the Warrants to Netco. The aggregate number of
Warrants to be issued and delivered shall be 150,000 (subject to further
limitation as provided herein). The Warrants shall be exercisable on or after
the date hereof. 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.

     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:
<PAGE>
 
         (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. Netco's obligations hereunder shall be subject
to satisfaction of the following conditions on or before the date hereof:

         (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 Netco, 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 Netco a certificate or
     certificates representing the Warrants.

     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
Netco has specified to the Company.


                                      -2-
<PAGE>
 
     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 transferable 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 earlier to occur of (i) the fifth
anniversary of the date on which such Warrant becomes exercisable in accordance
with its terms and (ii) the closing of the transactions contemplated by that
certain Agreement of Merger and Plan of Reorganization dated as of December 2,
1997 among the Company, EQ Acquisition Sub, Inc., Netco and Netco Acquisition
Corp. (the "Reorganization Agreement") (the "Expiration Date"). Notwithstanding
anything to the contrary, in no event shall any Warrant be exercisable prior to
the date set forth in Sections 7(a)(iii) and (iv) of tile Reorganization
Agreement (as such date may be changed pursuant to an amendment of such
agreement, the "Outside Closing Date").

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


                                      -3-
<PAGE>
 
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 (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.

     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.

     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


                                      -4-
<PAGE>
 
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
finish 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 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

                                      -5-
<PAGE>
 
         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 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


                                      -6-
<PAGE>
 
         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 further that this Section 12.1 (c) shall expire and
         be of no force and effect on or after April 1, 1998.

               (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) le
         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


                                      -7-
<PAGE>
 
         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.

               (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 Companies 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

                                      -8-
<PAGE>
 
         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 holdees right to receive such additional
         shares or securities upon the occurrence of the event requiring such
         adjustment.

               (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


                                      -9-
<PAGE>
 
         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.

               (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.


                                     -10-
<PAGE>
 
         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 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


                                     -11-
<PAGE>
 
     UNDER THE SECURITIES ACT OF 19331, 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 same
registration rights contemplated by the form of Registration Rights Agreement
attached as Exhibit A to the Reorganization Agreement (modified as necessary to
apply only to the Warrant Shares), and promptly following request by Netco the
Company shall execute and deliver such modified Registration Rights Agreement to
Netco.

     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:


                                     -12-
<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 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.


                                     -13-
<PAGE>
 
     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 TEXAS, WITHOUT GIVING
EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.

     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.

     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.


                                     -14-
<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:  CEO
                                        ----------------------------------


                                  NETCO ACQUISITION, LLC



                                  By: /s/ JAMES T. HARRIS
                                     -------------------------------------
                                  Name:  James T. Harris
                                       -----------------------------------
                                  Title:  Secretary
                                        ----------------------------------



                     [signature page to Warrant Agreement]


                                     -15-
<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.                                           150,000 Warrants
        ------------

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

     THIS CERTIFIES THAT for value received NETCO ACQUISITION, LLC, 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 the day
next following the Outside Closing Date (as such term is described in the
Warrant Agreement referred to below), until 5:00 P.M., New York time on
December 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 (tile "Exercise Price"). The Warrant
Holder may pay the Exercise Price in cash, or by certified or official bank
check or make a net exercise for Net Warrant Shares as described in the Warrant
Agreement.

     This Warrant Certificate is subject to, and entitled to the benefits of,
all of the terms, provisions and conditions of an agreement dated December 2,
1997 (the "Warrant Agreement"),


                                      -1-
<PAGE>
 
between the Company and Netco Acquisition, LLC, 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 TEXAS,
WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.


                                      -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]


                                      -3-