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                                                                   EXHIBIT 10.57

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE. SUCH SECURITIES MAY
NOT BE SOLD, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT UPON SUCH REGISTRATION OR
UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL IN FORM SATISFACTORY TO
THE CORPORATION THAT REGISTRATION IS NOT REQUIRED FOR SUCH SALE, ASSIGNMENT OR
TRANSFER.

THE TRANSFER OF THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF IS
SUBJECT TO COMPLIANCE WITH THE CONDITIONS SPECIFIED BELOW, AND NO TRANSFER OF
THIS WARRANT OR SUCH SECURITIES SHALL BE VALID UNTIL SUCH CONDITIONS HAVE BEEN
FULFILLED.

                         EQUALNET COMMUNICATIONS CORP.

                         COMMON STOCK PURCHASE WARRANT

Certificate No. 13                                  Issuance Date: July 23, 1998

     EQUALNET COMMUNICAT10NS CORP. f/k/a EqualNet Holding Corp., a Texas
corporation (the "Company"), located at 1250 Wood Branch Park Drive, Houston,
Texas 77079, hereby certifies that, for value received, and in connection with
that certain Loan and Security Agreement of even date herewith (the "Loan
Agreement") between the Company and RFC Capital Corporation, a Delaware
corporation ("RFC"), and the Senior Promissory Note granted to RFC by the
Company (the "Promissory Note"), RFC, or subject to Section 11, its transferee
(the "Holder"), is entitled to purchase from the Company 210,000 shares (the
"Initial Warrant Shares") of the Company's common stock, $.01 par value (the
"Common Stock"), on terms specified below, which right to purchase the Warrant
Shares (as defined below) shall vest immediately after the Closing and, unless
specified otherwise herein, shall be exercisable at any time at the sole
discretion of the Holder hereof before the close of business on July 23, 2003
(the "Expiration Date"). All capitalized terms used herein and not otherwise
defined shall have the meaning ascribed thereto in the Loan Agreement.

     The number and exercise price of such Warrant Shares shall be subject to
adjustment as provided below.

     1. Terms of Warrant.

     (a) Subject to adjustment as provided in Section 6 below, the exercise
price (the "Exercise Price") for the Initial Warrant Shares shall equal to the
arithmetic average of the closing price of the Company's stock on the Nasdaq
National Market for the three trading days immediately preceding the Closing
Date.
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     (b) Upon the funding Of Tranche B, RFC shall relinquish such number of
shares under the Warrant in an amount equal to the difference between (a)
$1,750,000 and (b) the Loan Amount, with such difference divided by $100,000 and
then multiplied by 12,000.

     (c) Upon the occurrence of a material monetary Event of Default the Company
shall immediately issue to RFC a warrant to purchase an additional 84,000 shares
(the "Additional Warrant Shares") under the same terms and conditions, and the
same Exercise Price, as provided in this Warrant.

     The term "Warrant Shares" shall refer to the Initial Warrant Shares and the
Additional Warrant Shares, or either the Initial Warrant Shares or Additional
Warrant Shares, or any part thereof, as the case requires.

     2. Exchange of Warrants. This Warrant, at any time prior to the exercise
hereof, upon presentation and surrender to the Company, may be exchanged, alone
or with other Warrants of like tenor registered in the name of Holder, for
another Warrant or several Warrants in the name of Holder, which shall each
provide for the purchase of the number of Warrant Shares as requested by Holder
thereof, so long as the aggregate number of Warrant Shares purchasable under the
new Warrant or Warrants equals the aggregate number of Warrant Shares
purchasable under the Warrant or Warrants surrendered.

     3.  Exercise of Warrant.

     The Holder of this Warrant may, at any time on or after the Closing Date,
and on or before the Expiration Date, exercise this Warrant in whole at any time
or in part from time to time for the purchase of the Warrant Shares which such
Holder is then entitled to purchase hereunder at the Exercise Price. In order to
exercise this Warrant in whole or in part, Holder hereof shall deliver to the
Company (i) a written notice of such Holder's election to exercise this Warrant
(the "Exercise Notice"), which notice shall specify the number of the Warrant
Shares to be purchased, (ii) payment of the Exercise Price, and (iii) this
Warrant; provided, that, in case the issuance of such securities shall not have
been registered under the Securities Act of 1933, as amended (the "Securities
Act"), the Company may require that such Holder furnish to the Company a written
statement that such Holder is purchasing such securities for such Holder's own
account for investment and not with a view to the distribution thereof and that
none of such securities are being or will be offered or sold in violation of the
provisions of the Securities Act. Upon receipt thereof, the Company shall, as
promptly as practicable and in any event within five days, execute or cause to
be executed and deliver to such Holder a certificate representing the aggregate
number of such Warrant Shares to be issued (unless the Exercise Notice specifies
a greater number of certificates, in which case such greater number of
certificates shall be delivered in the denominations so specified). The stock
certificate or certificates so delivered shall be registered in the name of such
Holder, or subject to Section 11, such other name as shall be designated in such
Exercise Notice.

     No fractional shares are to be issued upon the exercise of this Warrant,
but the Company shall pay cash in respect of any fraction of a share which would
otherwise be issuable in an amount equal to the same fraction of the market
price per share of the Warrant Shares on the day of the exercise, as

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reasonably determined by the Company. If this Warrant shall have been exercised
only in part, the Company shall, at the time of delivery of said certificate or
certificates, make appropriate notation on this Warrant and return the same to
such Holder. The Company shall pay all expenses, taxes and other charges payable
in connection with the preparation, execution and delivery of stock certificates
under this Section, except that, in case such stock certificates shall be
registered in a name or names other than the name of the Holder of this Warrant,
all stock transfer taxes payable upon the execution and delivery of such stock
certificate or certificates shall be paid by the Company hereof at the time of
delivering the Exercise Notice mentioned above. Promptly on notice from the
Company, the Holder hereof shall deliver with such Exercise Notice evidence,
satisfactory to the Company, that such taxes have been paid.

     4. Shelf Registration Under the Securities Act. As soon as practicable
after the Issuance Date of this Warrant (the "Effective Time"), but not later
than 90 days after the Effective Time, the Company shall file a registration
statement on Form S-1 for a continuous registered shelf offering under Rule 415
of the Securities Act (the "Shelf Registration Statement") covering the
registration of all of the Warrant Shares (the "Shelf Registered Securities").
The Company shall use its best efforts to cause the Shelf Registration Statement
and the registration of the Shelf Registered Securities thereunder to be
declared effective by the SEC as soon as practicable following the Effective
Time, but not later than 105 days after the Effective Time, and shall
continuously maintain the effectiveness of the Shelf Registration Statement at
all times following the Effective Time until the third anniversary after the
exercise of the last Warrant Shares (the "Last Exercise Date"). RFC's right to
offer and sell Shelf Registered Securities pursuant to the Shelf Registration
Statement shall be subject to the following limitations:

     (a) Notice of Proposed Sale. RFC shall give the Company written notice of
its bona fide intention to sell Shelf Registered Securities pursuant to the
Shelf Registration Statement at least three (3) business days in advance of the
proposed date of sale, and the Company shall act as soon as practicable to make
any necessary filings with the Securities and Exchange Commission and regulatory
bodies as may be necessary to permit the sale of the Shelf Registered
Securities.

     (b) Expenses. RFC shall bear all discounts, commissions or other amounts
payable to underwriters or brokers and fees and disbursements of counsel for RFC
in connection with sales of Shelf Registered Securities by RFC. All other
expenses incurred in connection with a sale of Shelf Registered Securities
pursuant to this Section 4, including, without limitation all federal and "blue
sky" registration and qualification fees, printers' and accounting fees, and
fees and disbursements of counsel for the Company shall be borne by the Company.

     (c) Curative Measures. If for any reason the Shelf Registration Statement
ceases to be effective at any time prior to the third anniversary after the Last
Exercise Date, then the Company shall use its best efforts to cause the Shelf
Registration Statement (or a new shelf registration statement conforming to the
provisions of this Section 4) to be declared effective by the SEC and remain
effective until the third anniversary after the Last Exercise Date.

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     5.  Piggyback Registration Under the Securities Act.

     If at any time, the Company proposes to register under the Securities Act,
any of its Common Stock (whether in a primary or secondary offering), or
securities convertible into or exercisable for Common Stock, on a form under the
Securities Act permitting registration of primary or secondary offerings, it
will each such time give written notice of its intention to do so to Holder, and
Holder shall have the right to participate in such registration as provided in
this Section 5. The Company will give Holder at least 30 days' prior written
notice of the filing of any such registration statement. There shall be no limit
on the number of times Holder shall have the right to participate in such
registrations or qualifications of Common Stock or other securities. If Holder
desires to participate in such registration or qualification of Common Stock or
other securities, Holder shall notify the Company, within 15 days after notice
from the Company of the proposed filing of any such registration statement, of
the number of Warrant Shares acquired upon exercise of this Warrant or which may
be acquired upon conversion of this Warrant (and which will be acquired in
accordance with the terms of this Warrant prior to the effectiveness of any
registration statement referred to herein) which Holder desires to have so
included. In the event the Company decides to proceed with such registration or
qualification, the Company will, at its sole expense, use its reasonable efforts
to cause all such Warrant Shares so requested by Holder to be registered or
qualified to permit the sale thereof; provided, however, that if, in connection
with the offering by the Company of Common Stock or other securities pursuant to
a registration under the Securities Act, the managing underwriter shall impose a
limitation on the number of secondary common shares of the Company which may be
included in any such registration statement because, in its judgment, the
inclusion of additional secondary shares would materially and adversely affect
such public offering, then any shares to be sold by the Company shall have
priority of registration and sale and in determining the number of secondary
shares to be registered and sold, the number of shares of Common Stock otherwise
required to be included in the underwritten public offering may be reduced,
provided, however, that after any such reduction the common shares to be
included in such offering shall be allocated among all holders having such
registration rights in proportion, as nearly as possible, to the respective
number of shares of Common Stock held by each shareholder to the number of
common shares then issued and outstanding. The Company shall bear all of the
expense of any registrations pursuant to this Section 5, except for the pro rata
portion of brokerage or underwriters' discounts or commissions relating to the
shares sold on behalf of the selling shareholders and Holder.

     6.   Share Dividends, Reclassification, Reorganization, Antidilution
Provisions, Etc. This Warrant is subject to the following further provisions:

     (a) If, prior to the expiration of this Warrant by exercise or by its
terms, the Company shall issue any of its shares as a share dividend or
subdivide the number of outstanding shares into a greater number of shares,
then, in either of such cases, the exercise price shall be proportionately
reduced and the number of Warrant Shares at the time purchasable pursuant to
this Warrant shall be proportionately increased; and conversely, in the event
the Company shall contract the number of outstanding shares by combining the
shares into a smaller number of shares, then, in such case, the exercise price
shall be proportionately increased and the number of Warrant Shares at that time
purchasable pursuant to this Warrant shall be proportionately decreased. If the
Company shall, at any time during the life of this

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Warrant, declare a dividend payable in cash on its shares and shall at
substantially the same time offer to its shareholders a right to purchase new
shares from the proceeds of such dividend or for an amount substantially equal
to the dividend, all shares so issued shall, for the purpose of this Warrant be
deemed to have been issued as a share dividend. Any dividend paid or distributed
upon the shares in shares of any other class or securities convertible into
shares shall be treated as a dividend paid in shares to the extent that shares
are issuable upon the conversion thereof.

     (b) If, prior to the expiration of this Warrant by exercise or by its
terms, the Company shall be recapitalized by reclassifying its outstanding
shares into shares with a different par value, or the Company or a successor
corporation shall consolidate or merge with or convey all or substantially all
of its or any successor corporation's property and assets to any other
corporation or corporations (any such corporation being included within the
meaning of the term "successor corporation" hereinbefore used in the event of
any consolidation or merger of any such corporation with, or the sale of all or
substantially all of the property of any such corporation to, another
corporation or corporations), the Holder shall thereafter have the right to
purchase the number of shares of the Company, or of any successor corporation,
to which the Holder would have been entitled had the Holder owned the number of
shares represented by this Warrant at the time of such recapitalization,
consolidation, merger or conveyance of all or substantially all of the property
or assets, upon the basis and on the terms and conditions and during the time
specified in this Warrant in lieu of the Warrant Shares of the Company
theretofore purchasable upon the exercise of this Warrant had such
recapitalization, consolidation, merger, or conveyance not taken place; and in
any such event, the rights of the Holder to an adjustment in the number of
Warrant Shares purchasable upon the exercise of this Warrant as herein provided
shall continue and be preserved in respect of any shares, securities or assets
which the holder of this Warrant becomes entitled to purchase.

     (c)  In case:

          (i) the Company shall take a record of the holders of its shares for
          the purpose of entitling them to receive a dividend payable otherwise
          than in cash, or any other distribution in respect of the shares
          (including cash), pursuant to, without limitation, any spin-off,
          split-off or distribution of the Company's assets; or

          (ii) the Company shall take a record of the holders of its shares for
          the purpose of entitling them to subscribe for or purchase any shares
          of any class or to receive any other rights; or

          (iii) of any classification, reclassification or other reorganization
          of the shares which the Company is authorized to issue, consolidation
          or merger of the Company with or into another corporation, or
          conveyance of all or substantially all of the assets of the Company;
          or

          (iv) of the voluntary or involuntary dissolution, liquidation or
          winding up of the Company;

 

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then, and in any such case, the Company shall mail to the Holder, at least 20
days prior thereto, a notice stating the date or expected date on which a record
is to be taken for the purpose of such dividend, distribution or rights, or the
date on which such classification, reclassification, reorganization,
consolidation, merger, conveyance, dissolution, liquidation or winding up is to
take place, as the case may be. Such notice shall also specify the date or
expected date, if any is to be fixed, as of which holders of shares of record
shall be entitled to exchange their shares for securities or other property
deliverable upon such classification, reclassification, reorganization,
consolidation, merger, conveyance, dissolution, liquidation or winding up, as
the case may be.

     (d) In case the Company at any time while this Warrant shall remain
unexpired and unexercised shall sell all or substantially all of its property or
dissolve, liquidate or wind up its affairs, the Holder may thereafter receive
upon exercise hereof in lieu of each share of the Company which it would have
been entitled to receive the same kind and amount of any securities or assets as
may be issuable, distributable or payable upon any such sale, dissolution,
liquidation or winding up with respect to each share of the Company.

     7.  Representations and warranties of the Company.

     (a) The Company represents and Warrants that it has complied with all
Federal and state securities laws.

     (b)  The Company represents and warrants that the Shares to be issued upon
exercise of this Warrant will be validly issued, fully paid, and nonassessable.

     8. Reservation of Shares Issuable on Exercise of Warrants. The Company will
at all times reserve and keep available out of its authorized shares, solely for
issuance upon the exercise of this Warrant and other similar Warrants, such
number of Warrant Shares and other shares as from time to time shall be issuable
upon the exercise of this Warrant and all other similar Warrants at the time
outstanding.

     9. Loss, Theft, Destruction or Mutilation. Upon receipt by the Company of
evidence satisfactory to it (in the exercise of its reasonable discretion) of
the ownership of and the loss, theft, destruction or mutilation of this Warrant
and (in the case of loss, theft or destruction) of an indemnity satisfactory to
it (in the exercise of its reasonable discretion), and (in the case of
mutilation) upon surrender and cancellation thereof, the Company will execute
and deliver, in lieu thereof, a new Warrant of like tenor.

     10.  Warrant Holder Not a Shareholder. The Holder, as such, shall not be
entitled by reason of this Warrant to any rights whatsoever of a shareholder of
the Company.

     11. Restrictions on Transfer. Compliance with the Securities Act. Each
Holder of the Warrant or Warrant Shares hereby acknowledges being informed that
the Warrant or Warrant Shares must be held by him indefinitely unless the
Warrant or Warrant Shares are registered for sale by such

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Holder under the Securities Act or an exemption from such registration is
available. Each certificate for Warrant Shares issued upon exercise of Warrants
shall bear a legend to the effect that such Warrant Shares may not be
transferred except upon compliance with the provisions of the Securities Act.
This Warrant is transferable only on the books of the Company by the Holder in
person or by attorney, on surrender of this Warrant, properly endorsed. The
Company agrees to provide the Holder hereof with any evidence necessary to
demonstrate that any such transfer will not be a violation of the Securities 
Act.

     12. Recognition of Holder. Prior to due presentment for registration of
transfer of this Warrant, the Company may treat the Holder as the person
exclusively entitled to receive notices and otherwise to exercise rights
hereunder.

     13. Taxes and Expenses. Except as otherwise provided herein, the Company
will pay any applicable transfer taxes and other reasonable transfer expenses
incurred with respect to the issue of this Warrant or the Warrant Shares
issuable upon exercise thereof.

     14. Mailing of Notices, Etc. All notices and other communications from the
Company to the Holder of this Warrant shall be mailed by first-class, registered
mail, postage prepaid, to the address furnished to the Company in writing by the
Holder of this Warrant.

     15. Applicable Law. This Warrant shall be governed by, and construed in
accordance with, the laws of the State of Delaware.

Dated: July 23, 1998                EQUALNET COMMUNICATIONS CORP.




Attest:                             By: /s/ LANCE HACK
                                    Name: Lance Hack
                                    Its: Vice President and Treasurer



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