EXHIBIT 10.14
                            EQUALNET HOLDING CORP.

                         EMPLOYEE STOCK PURCHASE PLAN

The following terms and provisions constitute The EqualNet Holding Corp.
Employee Stock Purchase Plan ("Plan") as approved by EqualNet Holding Corp. and
in effect as of January 1, 1996.

1.    DEFINITIONS.

      A.    "Account" shall mean an account under the Plan established by the
            Administrator for each Participant.

      B.    "Administrator" shall mean Bank of New York or such other
            administrator as EqualNet in its discretion may approve from time to
            time after the Effective Date.

      C.    "Code" shall mean the Internal Revenue Code of 1986, as amended, and
            the regulations thereunder.

      D.    "Commission" shall mean the United States Securities and Exchange
            Commission.

      E.    "Common Stock" shall mean shares of the Common Stock of EqualNet,
            $.01 par value per share.

      F.    "EqualNet" shall mean EqualNet Holding Corp.

      G.    "EqualNet Contribution" shall mean amounts contributed to the Plan
            from EqualNet on behalf of a Participant in an amount equal to 15%
            of each Participant's payroll deductions up to a maximum of $750 for
            each participant per calendar year.

      H.    "Effective Date" shall mean January 1, 1996.

      I.    "Full-Time Employee" shall mean a regular full-time employee of
            EqualNet or any of its subsidiaries who has been such an employee
            for at least 90 days.

      J.    "Investment Authorization" shall mean an investment authorization
            card.

      K.    "Participant" shall mean an individual who satisfies the eligibility
            requirements set forth in Section 2 of the Plan.

      L.    "Plan" shall mean The EqualNet Holding Corp. Employee Stock Purchase
            Plan.

      M.    "Plan Shares" shall mean shares of EqualNet Common Stock, $.01 par
            value per share.
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      N.    "Statement" shall mean a statement prepared by the Administrator and
            mailed to a Participant summarizing the transactions in the
            Participant's Account.

      O.    "Withholding Authorization" shall mean a payroll withholding
            authorization.

2.    ELIGIBILITY.  To participate in the Plan, an individual:

      A.    Must be a Full-Time Employee;

      B.    Must submit a Withholding Authorization to the Human Resources
            Department on or before the first day of the month in which the
            individual wishes to participate, authorizing EqualNet to make the
            payroll deductions specified by the employee, subject to any minimum
            deduction set by EqualNet; and

      C.    Must submit to the Administrator (through the Human Resources
            Department) an Investment Authorization, authorizing the
            Administrator to act as agent for the employee for purposes set
            forth in Section 3.

3.    SOURCES OF CASH. The Administrator will establish an Account as agent for
      each Participant and will credit the cash received from the following
      sources of cash to the Account for the purchase of Plan Shares for each
      Participant's Account:

      A.    Employee payroll reduction contributions made by the Participant;

      B.    EqualNet Contributions made on behalf of the Participant; and

      C.    Cash dividends received from EqualNet on all Plan Shares in a
            Participant's Account at the time a dividend is paid.

      The minimum contribution that a Participant may make to his Account is
      $10.00 per pay period and the maximum aggregate contribution that a
      Participant may make to his Account is $5,000 per calendar year, or such
      other amounts as EqualNet in its sole discretion may determine after the
      Effective Date.

4.    APPLICATION OF CASH. The Administrator will apply the cash credited to the
      Participant's Account under Section 3 to the purchase of full and
      fractional Plan Shares and will credit them to the Participant's Account.
      In making these purchases, the Administrator may commingle the cash
      credited to all Participant's Accounts. The price at which the
      Administrator is deemed to have acquired Plan Shares for a Participant's
      Account will be the average price, excluding brokerage and other costs of
      purchase, of all Plan Shares purchased by the Administrator for all
      Participants in the Plan during the calendar month. The Administrator will
      make reasonable efforts to apply the cash described in Section 3 that it
      receives as agent for the Participant to the purchase of Plan Shares on or
      promptly after the first day of the following month after receipt by

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      the Administrator, except as described in Section 6. Dividends received on
      Plan Shares and other amounts of cash credited to the Account will be
      aggregated with the employee payroll deductions and amounts contributed by
      EqualNet received during the calendar month and applied to the purchase of
      Plan Shares.

5.    ADDITION TO ACCOUNT OF SHARES UNDER SIMILAR PLANS. Participants may elect
      to add to their Account any shares of EqualNet Common Stock credited to
      their account under any plan that is similar to this Plan, whether offered
      to EqualNet employees before or after the establishment of this Plan. All
      shares will be held in the name of the Administrator or its nominee as
      Plan Shares subject to the terms and conditions of this Plan.

6.    PURCHASE OF PLAN SHARES. The Administrator will purchase Plan Shares in
      negotiated transactions or on any securities exchange or other securities
      trading facility where EqualNet Common Stock is traded from time to time.
      The purchases will be on terms as to price, delivery and other matters,
      and will be executed through those brokers or dealers, as the
      Administrator may determine. Under certain circumstances, observance of
      the rules and regulations of the Commission or applicable securities
      exchange or other securities trading facility may require temporary
      suspension of purchases by the Administrator or may require that a
      purchase be spread over a longer period than indicated in Section 5. In
      that event, purchases will be made or resumed when permitted by the rules
      and regulations of the Commission or applicable securities exchange or
      other securities trading facility; and the Administrator will not be
      accountable for its inability to make all purchases within the applicable
      period. If any Commission, securities exchange or other securities trading
      facility suspension of trading in EqualNet Common Stock remains effective
      for 90 consecutive days, the Administrator will remit to each Participant,
      promptly after the end of the period, all cash in the Participant's
      Account attributable to the Participant's payroll deductions and cash
      dividends paid to all EqualNet shareholders during such period.

7.    STATEMENTS. As soon as practicable after the end of each calendar quarter
      (but in no event later than 20 calendar days after the end of each
      calendar quarter) the Administrator will mail a Statement to each
      Participant summarizing the transactions in the Participant's Account
      since the last Statement. The Administrator will hold the Plan Shares of
      all Participants in its name or in the name of its nominee evidenced by as
      many or as few certificates as the Administrator determines. Subject to
      the holding period requirement of Section 14, no certificate representing
      Plan Shares purchased for a Participant's Account will be issued to the
      Participant unless he or she makes a request in writing or until his or
      her Account is terminated and he or she makes the election described in
      Section 14. Certificates will not be issued for less than 10 shares unless
      the Account is terminated. The participant is responsible for all costs
      and charges related to the preparation and issuance of certificates
      representing Plan Shares except in the case of certificates issued upon
      termination of such participant's Account.

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8.    EXPENSES. EqualNet will pay the service charges, brokerage, costs of
      mailing and other charges incurred in connection with the purchase of Plan
      Shares.

9.    TAX MATTERS. Each Participant is responsible for all taxes (whether local,
      state or federal) due because of the EqualNet Contribution, because of the
      payment of a dividend or because of the sale of Plan Shares credited to
      him or her. The Administrator will timely prepare and forward to the
      United States Internal Revenue Service, the appropriate state and local
      authorities and the Participants the information returns required by the
      Code and all state statutes, presently Forms 1099-Div and 1099-B. All
      EqualNet Contributions will constitute taxable income to the Participant
      to whose Account they are credited and will be reported to the United
      States Internal Revenue Service on the Participant's Form W-2 as taxable
      earnings.

10.   STOCK DIVIDENDS AND SPLITS. Any stock dividends and any shares received as
      a result of a stock split on any Plan Shares accumulated in a
      Participant's Account will, when received by the Administrator, be
      credited to the Participant's Account.

11.   TENDER OR EXCHANGE OFFER. If a tender offer or exchange offer is commenced
      for EqualNet Common Stock, the Administrator, upon receipt of information
      with respect thereto as the holder of record of the Plan Shares, will
      either (i) forward, or arrange for the forwarding of, information provided
      by the offeror to holders of record of EqualNet Common Stock to each
      Participant or (ii) provide to the offeror the name and mailing address of
      each Participant as reflected on the records of the Administrator with
      instructions to mail such material to each Participant. The Administrator
      will tender all or part of a Participant's Plan Shares in response to
      written instructions from the Participant in such form as the
      Administrator may reasonably require and only if such instructions are
      received by the Administrator at least five days (or such shorter period
      as may be required by law) prior to the termination of the offer. Unless
      the Administrator has received instructions in accordance with the
      previous sentence, it will not tender a Participant's Plan Shares. Except
      to the extent disclosure is required to tender Plan Shares pursuant to
      proper written instructions, the Administrator will maintain the
      confidentiality of a Participant's election to tender or not tender Plan
      Shares.

12.   NO ADDITION TO ACCOUNT OF SHARES OF COMMON STOCK. Participants may not add
      any shares of EqualNet Common Stock held in their name to their Account
      except as permitted by Section 5.

13.   VOTING OF PLAN SHARES. The Administrator will vote the Participant's Plan
      Shares as instructed by the Participant on a form to be furnished by and
      returned to the Administrator at least five days (or such shorter period
      as the law may require) before the meeting at which such Plan Shares are
      to be voted. The Administrator will not vote Plan Shares for which no
      instructions are received.

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14.   SALE OF PLAN SHARES. A Participant may request that the Administrator sell
      all or any part of his or her Plan Shares, at any time after such Plan
      Shares have been held in his or her Account for at least 180 days. A
      Participant who wishes to sell any part of his or her Plan Shares may do
      so by giving notice to the Human Resources Department, which will inform
      the Administrator of the Participant's election to sell Plan Shares within
      five business days of the receipt of a notice from the Participant. Upon
      receipt of the notice, the Administrator, as the Participant's agent, will
      sell the number of Plan Shares specified in the Participant's notice
      within five business days of receipt by the Administrator of instructions
      to sell the Plan Shares, and will deliver to the Participant the proceeds
      of the sale, less a handling charge, brokerage commissions, and other
      costs of sale. Whole and fractional shares may be aggregated and sold with
      those of other Participants, in which case the proceeds for each
      Participant will be based on the average sales price of all shares
      aggregated and sold. Any sale may, but need not, be made by purchase for
      other Accounts, in which case the price will be the mean of the high and
      low selling price of EqualNet Common Stock as reported by the principal
      stock exchange or the inter-dealer quotation system on which the stock is
      traded on the date of receipt by the Administrator of the notice of the
      Participant's desire to sell Plan Shares or, if the stock is not traded on
      the date of receipt, the mean on the next prior date that it was so
      traded. Any fractional shares that are not sold will be paid for in cash
      at a price equal to the mean of the high and low selling prices of
      EqualNet Common Stock as reported by the principal stock exchange or
      inter-dealer quotation system on which EqualNet Common Stock is traded on
      the date of receipt by the Administrator of the notice of the
      Participant's desire to sell Plan Shares or, if the stock is not traded on
      the date of receipt, the mean on the next prior date that it was traded.
      If a Participant elects to sell all of his or her Plan Shares, that
      Participant will be deemed to have terminated participation in the Plan,
      and the provisions of Section 15 will apply.

15.   TERMINATION. Participation in the Plan may be terminated by a Participant
      at any time by giving notice to the Human Resources Department. EqualNet
      will inform the Administrator of any Participant's election to terminate
      participation within five business days of the receipt by EqualNet of the
      notice from the Participant. As soon as practicable following receipt of
      the notice (but in no event later than 20 days following receipt of the
      notice), unless a Participant makes a contrary election in written
      response to the Administrator's notice of his Account, the Administrator
      will send to the terminating Participant at no charge a certificate or
      certificates representing the full Plan Shares accumulated in his Account
      and a check for the net proceeds of any fractional share in his Account.
      If a Participant elects to terminate, he may not rejoin the Plan for a
      period of six months from the date of the termination. In any case of
      termination, the Administrator will, if the Participant elects, sell, as
      the Participant's agent, all or part of the Participant's shares within
      five business days of receipt by the Administrator of instructions to sell
      his or her Plan Shares, and will deliver to him or her the proceeds of the
      sale, less a handling charge, brokerage commissions, and other costs of
      sale; provided that the Administrator may not sell any Plan Shares if they
      have not yet been held in the

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      Participant's Account for at least 180 days, the satisfaction of such
      holding period to be determined and confirmed by EqualNet. Whole and
      fractional shares may be aggregated and sold with those of other
      Participants, in which case the proceeds for each Participant will be
      based on the average sales price of all shares aggregated and sold. Any
      sale may, but need not, be made by purchase for other Accounts in which
      case the price will be the mean of the high and low selling price of
      EqualNet Common Stock as reported by the principal stock exchange or
      inter-dealer quotation system on which the stock is traded on the date of
      receipt by the Administrator of the notice of termination or, if the stock
      is not traded on the date of receipt, the mean on the next prior date that
      it was so traded. On termination, fractional shares accumulated in a
      Participant's Account which are not aggregated and sold will be paid for
      in cash at a price equal to the mean of the high and low selling prices of
      EqualNet Common Stock as reported by the principal stock exchange or
      inter-dealer quotation system on which EqualNet Common Stock is traded on
      the date of receipt by the Administrator of the notice of termination or,
      if the stock is not traded on the date of receipt, the mean on the next
      prior date that it was traded.

16.   AMENDMENTS. The Administrator may, with the consent of EqualNet, amend
      this Plan. EqualNet may terminate the Plan by giving the Administrator 30
      days written notice of termination. The Administrator may terminate this
      Plan by giving EqualNet 90 days written notice of termination. In addition
      the Administrator may, with the consent of EqualNet, or shall, if
      requested to do so by EqualNet, appoint a successor to serve as agent for
      the Participants under the Plan. In any case, the Administrator and
      EqualNet will cause a notice of the action to be mailed to each
      Participant. No action will have a retroactive effect that would prejudice
      the interests of the Participants. The terms and conditions of this Plan
      as in effect on the effective date of the appointment of the successor
      will be binding upon the successor.

17.   NOTICES. Any notice, instruction, request, election or direction which, by
      any provision of the Plan, is required or permitted to be given or made by
      a Participant to the Administrator must be in writing and should be given
      to the Human Resources Department, which will provide the Administrator
      with the notice, instruction, request, election or direction within five
      business days of its receipt. Any notice, instruction, request, election
      or direction intended for the Administrator will be deemed to be given or
      made when received by the Administrator. If a Participant wishes to
      contact the Administrator directly, he may do so by prepaid postage mail
      addressed to The EqualNet Holding Corp. Employee Stock Purchase Plan, c/o
      The Bank of New York, 101 Barclay Street, 22nd Floor, New York, New York
      10236. Any notice or certificate which, by any provision of the Plan, is
      required or permitted to be given by the Administrator to a Participant,
      must be in writing and will be deemed to have been given or made when
      received by the Participant, or five business days after it has been
      mailed to the Participant's address as it last appears on the
      Administrator's records.

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18.   LIMITATION ON ADMINISTRATOR'S LIABILITY. The Administrator will not be
      liable for any action which is in compliance with the terms and conditions
      of this Plan taken or omitted in good faith, including without limitation,
      any claim of liability:

      A.    Arising out of failure to terminate a Participant's Account upon the
            Participant's death or otherwise prior to the receipt of written
            notice of the event causing termination, accompanied by
            documentation deemed satisfactory by the Administrator;

      B.    With respect to the prices at which Plan Shares are purchased or
            Plan Shares or Rights are sold for a Participant's Account and the
            timing and terms on which the purchase or sale is made; or

      C.    For the market value, or any fluctuation in the market value, after
            purchase of the Plan Shares or sale of Plan Shares or Rights for a
            Participant's Account.

19.   TRANSFER; ASSIGNMENT. Except as is expressly provided in this Plan, no
      Participant may sell, pledge, hypothecate or otherwise assign or transfer
      his Account, any interest in his Account or any cash or stock credited to
      his Account. Any attempt to sell, pledge, hypothecate, assign or transfer
      his Account, any interest in his Account or any cash or stock credited to
      his Account will be void.

20.   EFFECT OF FINANCIAL HARDSHIP DISTRIBUTION. A Participant who receives a
      financial hardship distribution from a qualified cash or deferred
      arrangement described in Section 401(k) of the Code that is maintained by
      EqualNet or any of its affiliates may not contribute to the Plan for a
      period of 12 months after receipt of the financial hardship distribution.
      The Participant must submit a new Withholding Authorization to the Human
      Resources Department in order to recommence contributions to the Plan
      after he or she has received the financial hardship distribution.

21.   GOVERNING LAW. The Withholding Authorization, the Investment Authorization
      and this Plan and its operation will be governed by and construed in
      accordance with the laws of the State of Texas.

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