EXHIBIT 10.19
                              EMPLOYMENT AGREEMENT


         This Employment Agreement (this "Agreement") is made effective as of
April 1, 1997, between Michael L. Hlinak ("Employee") and EqualNet Holding
Corp., a Texas corporation ("Employer").

1. EMPLOYMENT. Employee shall be retained as Executive Vice President and Chief
Operating Officer to perform such specific duties and have such responsibilities
as the Employer's President and Chief Executive Officer will, from time to time,
establish. As Executive Vice President and Chief Operating Officer, Employee
shall be responsible for the day-to-day operation of the Employer and its
subsidiaries (collectively, the "Company") and will have reporting to him the
Vice Presidents which head each of the Company's operating departments (i.e.,
Customer Service, Information Systems, Network Operations and Finance).

2. TERM OF EMPLOYMENT. Employee's employment in this position shall commence on
April, 1997, and shall continue thereafter for a term of approximately two years
ending March 31, 1999.

3. COMPENSATION AND BENEFITS.

        (a)     As compensation for his services hereunder during the term of
                this Agreement, the Employee shall be paid wages at the rate of
                $170,000 per year for each year during the term of this
                Agreement (the "Salary"). All payments of the Salary shall be
                paid in accordance with the usual payroll practices of the
                Employer subject to all appropriate withholdings or deductions
                required by law or by Employer's established policies. Employer
                may increase the Salary at Employer's sole discretion but shall
                not reduce the Salary below the annual rate established by this
                Agreement.

        (b)     Employer agrees to offer to Employee an annual performance bonus
                beginning on January 1, 1998, and on an annual basis thereafter.
                Employer and Employee will negotiate and agree upon the
                parameters of this performance bonus. They currently anticipate
                that the performance bonus will be based upon Employer's
                performance in relationship to the annual budgets that Employee
                will prepare and will be in an amount not to exceed 33 and 1/3
                percent of Employee's base pay as outlined in 3(a) above,
                assuming Employee achieves 100 percent of the to-be-determined
                bonus criteria objectives.

        (c)     During the term of the Employee's employment under this
                Agreement, the Employee also shall be entitled to receive the
                following:

                i.      health insurance benefits and participation in the
                        Employer's other benefit plans (other than any stock
                        option or similar plan(s)) to such extent as determined
                        by the Board of Directors of the Employer;

                ii.     25 days of combined vacation and sick days for use at
                        the Employee's discretion ("Choice Days") and all
                        holidays for which the Employer is not open for
                        business;
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                iii.    reimbursement of reasonable expenses related to the
                        performance of his duties hereunder; provided, however,
                        that in order to be reimbursed the Employee must submit
                        vouchers or other satisfactory evidence of such
                        expenses; and

                iv.     the benefits summarized on EXHIBIT A attached hereto.

                No cash payments shall be made to the Employee for Choice Days
                not taken, nor shall Choice Days accumulate from year to year,
                except that if any Choice Days remain unused on the expiration
                of 60 calendar days following the anniversary date of the
                Employee's employment with the Employer, a cash equivalent of up
                to a maximum of five Choice Days shall be contributed to the
                Employer's 401(k) Plan. Any remaining unused Choice Days shall
                be forfeited.

        (d)     Employer and Employee agree that upon surrender of Employee's
                option agreements listed on EXHIBIT B hereto, Employer will
                grant to Employee options for an equal number of shares of
                Common Stock, $.01 par value per share, of Employer (the "Common
                Stock") at an exercise price equal to the fair market value of
                the Common Stock on the date of such grant and with similar
                terms as the options surrendered, except that upon a change of
                control of Employer, all of such options will immediately vest.

4. CONFIDENTIAL INFORMATION AND DISCOVERIES OF THE EMPLOYER.

        (a)     The Employee has access to confidential information of the
                Employer, including, but not limited to, corporate books and
                records, financial information, personnel information, lists of
                customers and suppliers, processes or dealings, patents,
                inventions, discoveries, information, data, programs, know-how,
                knowledge, and other trade secrets ("CONFIDENTIAL INFORMATION").
                "Confidential Information" shall also include but is not limited
                to confidential evaluations of, and the confidential use or
                non-use by the Employer or any subsidiary thereof of, technical
                or business information not in the public domain.

                To ensure the continued secrecy of the Confidential Information,
                the Employee agrees that he will not at any time during the term
                of this Agreement or thereafter, until such Confidential
                Information comes into the public domain other than as a result
                of actions taken by the Employee, divulge such Confidential
                Information to any person or entity or use such Confidential
                Information himself outside of his employment by the Employer.

                During the term of this Agreement, the Employee shall not make,
                other than for the benefit of the Employer, any notes or
                memoranda relating to any matter within the scope of the
                business of the Employer or concerning any of its dealings or
                affairs, nor shall the Employee use or permit to be used any
                such notes or memoranda, other than for the benefit of the
                Employer. Upon the termination of the term of this Agreement,
                the Employee shall not take from the Employer, or otherwise
                retain, and shall surrender to the Employer, any such
                Confidential Information and any records, files, notes,
                memoranda, or other documents, or copies thereof, relating to
                the business or affairs of the Employer.

                                       -2-
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                The obligations of this Section 4(a) shall not apply to
                Confidential Information that: (i) at the time of the Employee's
                employment by the Employer was in the public domain; (ii) is or
                becomes generally available in the public domain other than
                pursuant to a breach by the Employee of his obligations under
                this Section 4(a); or (iii) the Employee can show was acquired,
                or is acquired after the date of this Agreement, from a third
                party and such third party did not obtain such Confidential
                Information from the Employer subject to or in violation of
                obligations similar to those set forth in this Section 4(a).

        (b)     Any and all inventions, discoveries, processes, methods,
                designs, programs and/or know-how, whether or not patentable,
                that the Employee may conceive or make, either jointly or alone,
                during the term of this Agreement and: (i) for which the
                Employer provided equipment, supplies, facilities, or
                Confidential Information; or (ii) that was developed on or
                partially on the Employer's time; or (iii) that relates to the
                Employer's current business or business that the Employer is
                planning to develop or to the Employer's actual or planned
                research or development or that results from any work performed
                by the Employee for the Employer, shall be the sole and
                exclusive property of the Employer (collectively, referred to as
                an "EMPLOYER INVENTION"). The Employee shall promptly disclose
                to the Employer all Employer Inventions that he may conceive or
                make, alone or with others, during the term of his employment by
                the Employer, and that directly or indirectly are based on his
                knowledge of the information or the actual or anticipated
                business or interests of the Employer or any of its
                subsidiaries.

                Without further compensation, but at the Employer's expense, the
                Employee shall give all testimony and execute all patent
                applications, rights or priority, assignments and other
                documents and in general do all lawful things requested of the
                Employee by the Employer to enable the Employer to obtain,
                maintain and enforce protection of such ideas, inventions and
                discoveries, and any improvements or modifications therein, for
                and in the name of the Employer, or its nominee, in all
                countries of the world. However, should the Employee render any
                of these services following termination of the Term of
                Agreement, the Employee shall be compensated at a rate of
                $100.00 per hour and shall be reimbursed for reasonable
                out-of-pocket expenses incurred in rendering the services.

5. NON-COMPETITION.

        (a)     Employee acknowledges that he has had and during the Term of
                Agreement the Employer has agreed to provide to him, and he has
                and shall receive from the Employer special knowledge. Employee
                acknowledges that included in the special knowledge received is
                the Confidential Information identified in Section 4 above.
                Employee acknowledges that this Confidential Information is
                valuable to the Employer and, therefore, its protection and
                maintenance constitutes a legitimate interest to be protected by
                the Employer by the enforcement of this covenant not to compete.
                Therefore, Employee agrees that during the term of this
                Agreement and for a period commencing upon the

                                       -3-
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                termination of Employee's engagement hereunder and ending upon
                the second anniversary thereof, unless otherwise extended
                pursuant to the terms hereof, Employee will not, directly or
                indirectly, either as an employee, employer, consultant, agent,
                principal, partner, stockholder (other than as the owner of less
                than five percent of the equity securities of a business
                entity), corporate officer, director, or in any other individual
                or representative capacity, engage or participate in any
                business that is engaged in the sale or marketing of long
                distance telephone service within the United States of America
                or within any other geographic area of the world where the
                Employer engages or proposes at the time of the termination of
                the Term of Agreement to engage in business (the "Restricted
                Area"). Employee represents to the Employer that the enforcement
                of the restriction contained in this Section 5 would not be
                unduly burdensome to Employee and that Employee agrees to be
                bound by this covenant not to compete in order to induce the
                Employer to pay the Employee's compensation during the term of
                this Agreement in the amount set forth in Section 3 hereof.

        (b)     Employee agrees that a breach or violation of this covenant not
                to compete by Employee shall entitle the Employer, as a matter
                of right, to an injunction issued by any court of competent
                jurisdiction as set forth in Section 8 hereof. Such right to an
                injunction shall be cumulative and in addition to, and not in
                lieu of, any other remedies to which the Employer may show
                itself justly entitled. Further, during any period in which
                Employee is in breach of this covenant not to compete, the time
                period of this covenant shall be extended for an amount of time
                that Employee is in breach hereof.

        (c)     In addition to the restrictions set forth in paragraph 5(a) of
                this Section 5, Employee shall not for a period commencing upon
                the termination of the term of this Agreement and ending upon
                the second anniversary thereof, either directly or indirectly,
                (i) make known to any person, firm or corporation that is
                engaged in the sale or marketing of long distance telephone
                service, the names and addresses of any of the customers or
                agents of the Employer or contacts of the Employer or any other
                information pertaining to such persons, (ii) call on, solicit or
                take away, or attempt to call on, solicit or take away, any of
                the customers or agents of the Employer within the Restricted
                Area on whom Employee called or with whom Employee became
                acquainted during Employee's association with the Employer,
                whether for Employee or for any other person, firm or
                corporation within any state in which Employer is conducting or
                has conducted its business during the term of the Agreement or
                (iii) recruit or hire or attempt to recruit or hire, directly or
                by assisting others, any employee, agent or consultant of the
                Employer or any of its affiliates.

        (d)     The representations and covenants contained in this Section 5 on
                the part of Employee will be construed as ancillary to and
                independent of any other provision of this Agreement, and the
                existence of any claim or cause of action of Employee against
                the Employer or any officer, director, or shareholder of the
                Employer, whether predicated on this Agreement or otherwise,
                shall not constitute a defense to the enforcement by the
                Employer of the covenants of the Employee contained in this
                Section 5.

                                       -4-
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                In addition, the provisions of this Section 5 shall continue to
                be binding upon Employee in accordance with its terms,
                notwithstanding the termination of the term of this Agreement
                for any reason.

        (e)     If Employee violates any covenant contained in this Section 5
                and the Employer brings legal action for injunctive or other
                relief, the Employer shall not, as a result of the time involved
                in obtaining the relief, be deprived of the benefit of the full
                period of any such covenant. Accordingly, the covenants of
                Employee contained in this Section 5 shall be deemed to have
                durations as specified above, which periods shall commence upon
                the termination of the term of this Agreement and shall be
                extended for the amount of time between the termination of the
                term of this Agreement and the date of entry by a court of
                competent jurisdiction of a final judgment enforcing such
                covenants.

        (f)     The parties to this Agreement agree that the limitations
                contained in this Section 5 with respect to geographic area,
                duration and scope of activity are reasonable. However, if any
                court shall determine that the geographic area, duration or
                scope of activity of any restriction contained in this Section 5
                is unenforceable, it is the intention of the parties that such
                restrictive covenant set forth herein shall not thereby be
                terminated but shall be deemed amended to the extent required to
                render it valid and enforceable.

6. TERMINATION.

        (a)     The term of this Agreement and Employee's obligations to
                Employee hereunder may be terminated by the Employer upon the
                occurrence of any of the following events:

                i.      if the Employer gives written notice to the Employee of
                        its intent to terminate this Agreement for Cause (as
                        defined below), with the date of termination to be
                        specified in such notice;

                ii.     if the Employee notifies Employer of his intent to
                        terminate his employment hereunder;

                iii.    the death of the Employee; or

                iv.     if, for a continuous period of 90 calendar days, or for
                        more than 120 calendar days in any 365 day calendar
                        period, excluding any authorized Choice Days or
                        authorized leave of absence, the Employee

                        (1)     is absent or,

                        (2)     is expected to be absent from his employment or
                                is otherwise unable to perform his duties, as
                                reasonably determined by a disinterested
                                physician selected by the Board of Directors,

                        by reason of illness, injury, or mental or physical
                        disability;

                                       -5-
<PAGE>
                        provided that, in the case set forth in Section
                        4.2(iv)(b), the Employer shall continue to pay the
                        employee his salary and provide him and his dependents
                        with coverage under his existing medical insurance
                        policies until the earlier to occur of (i) ninety (90)
                        days after the date of termination and (ii) the
                        Employee's disability policy begins to pay benefits to
                        Employee.

                        For purposes of this Section 6(a), "CAUSE" shall mean:
                        (a) if the Employee is guilty of any willful misconduct
                        or neglect in the discharge of his duties hereunder,
                        provided that notice thereof has been given to employee;
                        (b) if the Employee is convicted of or pleads guilty or
                        nolo contendere to any act of moral turpitude, other
                        than an offense that in the opinion of the Board of
                        Directors does not affect the Employee's position as an
                        employee; or (c) if the Employee violates any material
                        provision of Sections 4, 5 or 7 of this Agreement.

        (b)     Employer may terminate this Agreement at any time prior to March
                31, 1999, without Cause; provided that upon any such termination
                Employee shall receive as severance pay an amount equal to
                eighteen (18) months of Salary and bonus, if any has been earned
                as provided herein and Employee shall have the right to remain
                covered by the Employer's medical insurance policies, if any,
                pursuant to the terms hereof (subject to the earlier termination
                of such medical insurance benefits upon the provision of similar
                insurance benefits by a subsequent employer), although any and
                all other benefits would cease.

        (c)     Employee may terminate this agreement if (i) Employer materially
                breaches any of the provisions in this Agreement, (ii) a change
                of control of the Employer occurs or (iii) Employer materially
                changes Employee's duties. If Employee terminates this agreement
                as provided in this paragraph 6(c) then, provided that Employee
                is not materially at fault, Employee shall not be liable to
                Employer for any damages as a result thereof and shall not be
                bound by the provisions of Section 5 of this agreement.
                Additionally, Employee shall receive as severance pay an amount
                equal to eighteen (18) months of the Salary and bonus, if any
                has been earned, as provided for herein. The Salary will be paid
                by Employer to Employee pursuant to regular payroll cycles upon
                termination and said bonus, if any has been earned, will be paid
                quarterly for six consecutive quarters as provided herein. For
                purposes of this paragraph 6(c), the term "change of control of
                Employer" shall mean the consummation of any event or series of
                events that results in (i) Employer's consolidation with, or
                merger with or into, any other entity if in connection with such
                consolidation or merger, all or part of the Common Stock shall
                be changed into or exchanged for stock or other securities of
                any other entity or cash or any other property, (ii) Employer's
                selling or otherwise transferring (or one or more of its
                subsidiaries selling or otherwise transferring) to a person or
                person or entity or entities, in one or more transactions or a
                series of related transactions, assets that constitute 50% or
                more of the assets of the Company or assets that provide or
                previously provided 50% or more of the consolidated revenues of
                the Company or (iii) a person or entity, together with its
                affiliates, acquiring 50% or more of the outstanding capital
                stock of Employer.

                                       -6-
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7. AGREEMENT NOT TO SOLICIT. To induce the Employer to enter into this
Agreement, the Employee agrees, during the term of the Term of Agreement, and
for a period of two years after the termination of this Agreement pursuant to
Section 6 for any reason, not to, directly or indirectly, for his own account or
for the account of others, employ any of the Employer's employees or induce any
of the Employer's employees to leave their employment, nor will the Employee in
any other way interfere with the employee relations of the Employer.

8. REMEDIES. The Employee acknowledges that the provisions of Sections 4, 5 and
7 are reasonable and necessary for the protection of the Employer and that the
Employer will be irrevocably damaged if such provisions are not specifically
enforced. Accordingly, in the event of breach or threatened breach of the
provisions of Sections 4, 5 or 7 it is understood and agreed that the Employer
shall be entitled to injunctive relief (without bond or other security being
required) as well as any and all other applicable remedies at law and in equity.
Should a court of competent jurisdiction declare any of these provisions
unenforceable due to an unreasonable restriction of duration or geographical
area, or for any other reason, such court shall have the express authority of
the parties to this Agreement to reform such provisions and/or to grant the
Employer any and all other relief, at law or in equity, reasonably necessary to
protect the interests of the Employer. The Employee expressly acknowledges that
(i) he has been represented by separate legal counsel in connection with the
negotiation of this Agreement who has explained the legal effects of these
provisions and (ii) he considers these provisions to be reasonable.

9. NOTICES. Any notice, request or other communication to be given by any party
to this agreement shall be in writing and be sent by certified mail, postage
prepaid, addressed to the parties as follows:

        If to Employer:         EqualNet Holding Corp.
                                1250 Wood Branch Park Drive 
                                Houston, Texas 77079
                                Attention: President and Chief Executive Officer

        If to Employee:         Michael L. Hlinak
                                19910 Erika Way
                                Katy, Texas 77450

or mailed to such other address as the parties respectively may designate by
notice given in a like manner and any such notice, request or other
communication shall be deemed to have been given when mailed as described above.

10. WAIVER OF BREACH. The waiver by Employee or Employer of any breach of any
provision of this Agreement by Employer or Employee respectively shall not
operate or be construed as a waiver by Employee or Employer of any subsequent
breach by Employer or Employee respectively.

11. ENTIRE AGREEMENT. All prior negotiations and agreements between the parties
to this agreement with respect to the matters herein contained are superseded by
this agreement and there are no representations, warranties, understandings or
agreements other than those expressly set forth in this agreement.

12. AMENDMENT. This agreement may be amended only by a written instrument signed
by all parties hereto.

                                       -7-

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13. PRESERVATION OF BUSINESS; FIDUCIARY RESPONSIBILITY. The Employee shall use
his best efforts to preserve the business and organization of the Employer, to
keep available to the Employer the services of its employees and to preserve the
business relations of the Employee shall not commit any act that might
reasonably be expected to injure the Employer. The Employee shall observe and
fulfill proper standards of fiduciary responsibility attendant upon his service
and office.

14. ASSIGNMENTS. The rights and obligations of the Employee hereunder are
personal to him, and no such rights, benefits, duties or obligations shall be
subject to voluntary or involuntary alienation, assignment or transfer.

15. EFFECT OF AGREEMENT. This Agreement shall be binding upon the Employee and
his heirs, executors, administrators and legal representatives and upon the
Employer and its successors and any permitted assigns.

16. GOVERNING LAW. This agreement and all claims or disputes relating to it or
arising out of it, as well as its making, performance and interpretation, shall
be governed by the laws of the State of Texas without giving effect to the
choice of law principles.

17. WAIVER OF BREACH. The waiver by either party hereto of a breach of any
provision of this Agreement by the other party hereto shall not operate or be
construed as a waiver by such party of any subsequent breach of such other
party.

18. SEVERABILITY. If any provision of this Agreement is declared unenforceable
by a court of last resort, such declaration shall not affect the validity of any
other provision of this Agreement.

19. CONSTRUCTION. The headings contained in this Agreement are for reference
purposes only and shall not affect this Agreement in any manner whatsoever.
Wherever required by the context, any gender shall include any other gender, the
singular shall include the plural, and the plural shall include the singular.

20. TIME FOR PERFORMANCE. If the time for performance of any obligation set
forth in this Agreement falls on a Saturday, Sunday, or legal holiday,
compliance with such obligation on the next business day following such
Saturday, Sunday, or legal holiday shall be deemed acceptable.

21. EXECUTION. This Agreement may be executed in multiple counterparts, each of
which shall be deemed an original but all of which shall be deemed one
instrument. The Employee acknowledges that he has read this Agreement and he
understands that executing this Agreement is a condition of his employment by
the Employer.

         IN WITNESS THEREOF, the parties have executed this agreement on the
date above set forth.

EQUALNET HOLDING CORP.

By:      /S/ ZANE RUSSELL                /S/ MICHAEL L. HLINAK
         Zane D. Russell                 Michael L. Hlinak
         President and CEO               Employee

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                                                                       EXHIBIT A

                       HEALTH AND WELFARE BENEFITS SUMMARY

o       Group comprehensive medical, dental, and term life insurance. Premiums
        for Employee and his dependents are paid in full by Employer.

o       Long term disability insurance.

o       Term life insurance in the amount of $250,000.00.

                                       A-1
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                                                                       EXHIBIT B

Option to purchase 45,000 shares of the common stock of EqualNet Holding Corp.
at a per share exercise price of $2.50.

                                       B-1