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                                                                   EXHIBIT 10.41


                           MASTER PURCHASE AGREEMENT

          THIS MASTER PURCHASE AGREEMENT, dated as of July 31, 1998 (this 
"Agreement"), by and between EQUALNET COMMUNICATIONS CORP., a Texas corporation 
(the "Company"), and GENESEE FUND LIMITED - PORTFOLIO B, a British Virgin 
Islands corporation, WILLIS GROUP, LLC, a Texas limited liability company and 
ADVANTAGE FUND LIMITED, a British Virgin Islands corporation (the "Buyers").

                                  WITNESSETH:

          WHEREAS, in connection with this Agreement, the Company and each of 
the Buyers are entering into Note Purchase Agreements (the "Note Purchase 
Agreements"), Note Purchase and Exchange Agreements (the "Note Purchase and 
Exchange Agreements"), 6% Senior Secured Convertible Notes due 2001 and 
Registration Rights Agreements, each dated as of the date hereof (collectively, 
the "Transaction Agreements");

          WHEREAS, the Company and the Buyers are executing and delivering this 
Agreement and the Transaction Agreements as part of a loan to the Company in the
aggregate original principal amount of $2,800,000;

          WHEREAS, it is the intent of the Company and each of the Buyers that
this Agreement and each of the Transaction Agreements shall constitute one
single agreement;

          NOW, THEREFORE, in consideration of the premises and the mutual 
covenants contained herein and in the Transaction Agreements and other good and 
valuable consideration, the receipt and sufficiency of which are hereby 
acknowledged, the parties agree as follows:

1.   Contemporaneous Execution. This Agreement and the Transaction Agreements
     shall not become effective until (i) this Agreement and (ii) each
     Transaction Agreement has been duly and validly executed by each of the
     parties hereto and thereto, as the case may be.

2.   Contemporaneous Closing. The closing of the transactions contemplated by
     each of the Note Purchase Agreements and the Note Purchase and Exchange
     Agreements shall be conditioned upon the satisfaction of all of the
     conditions precedent to the closing of each of the other Note Purchase
     Agreements and Note Purchase and Exchange Agreements.


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          IN WITNESS WHEREOF, this Agreement has been duly executed by the 
Company and each of the Buyers by their respective officers or other 
representatives thereunto duly authorized as of July 31, 1998.

                                   COMPANY:

                                   EQUALNET COMMUNICATIONS CORP.


                                   By: /s/ Mitchell Bodian
                                       ----------------------------
                                       Name:  Mitchell Bodian
                                              ---------------------
                                       Title: President
                                              ---------------------


                                   BUYERS:

                                   WILLIS GROUP, LLC


                                   By: /s/ Mark Willis
                                       ----------------------------
                                       Name:  Mark Willis
                                              ---------------------
                                       Title: President
                                              ---------------------


                                   GENESEE FUND LIMITED -
                                   PORTFOLIO B


                                   By: /s/ W.R. Weber
                                       ----------------------------
                                       Name:  W.R. Weber
                                              ---------------------
                                       Title: President
                                              ---------------------


                                   ADVANTAGE FUND LIMITED


                                   By: /s/ W.R. Weber
                                       ----------------------------
                                       Name:  W.R. Weber
                                              ---------------------
                                       Title: President
                                              ---------------------


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