WARRANT AGREEMENT

      This WARRANT AGREEMENT dated as of April 24, 1998, between EQUALNET
HOLDING CORP., a Texas corporation (the "COMPANY"), and JAMES R. CRANE, a
natural person residing in Texas ("CRANE" and, together with any transferee of
Warrants or Warrant Shares, the "WARRANT HOLDER(S)").

      WHEREAS, Crane and the Company have entered into a certain Stock and
Warrant Purchase Agreement (the "PURCHASE AGREEMENT") dated April 24, 1998; and

      WHEREAS, the Company proposes to issue to Crane pursuant to the Purchase
Agreement, common stock purchase warrants (the "WARRANTS") to purchase up to
170,000 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. The Company will issue and
deliver the Warrants to Crane on the Closing Date referred to in the Purchase
Agreement. The aggregate number of Warrants to be issued and delivered shall be
170,000. The Warrants shall be exercisable on or after such Closing Date. 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:

            (i) POWER AND AUTHORITY. The Company has all requisite corporate
      power and authority, and has taken all corporate action necessary, to
      execute,
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      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. Crane's obligations hereunder shall be subject
to satisfaction of the following conditions on the Closing Date and those
referred to in the Purchase Agreement:

            (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 Baker & Botts L.L.P., counsel for Crane,
      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 Crane or upon the order
      of
<PAGE>
      Crane a certificate or certificates representing the Warrants.

            (c) Each of the "Conditions Precedent" set forth in Section 3 of the
      Purchase Agreement shall have been satisfied.

      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
Crane has specified to the Company.

      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 transferrable 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.
<PAGE>
      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 fifth anniversary of the date on which
such Warrant becomes exercisable in accordance with its terms (the "EXPIRATION
DATE").

      (b) The Exercise Price and the number of shares issuable 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 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, (ii) pay the Exercise Price by
the surrender to the Company of securities of the Company having a Market Price
equal to the Exercise Price or (iii) 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
<PAGE>
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 or quotation on any
such national securities exchange or quotation system, 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 or quoted on the
relevant national securities exchange or quotation system, 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 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
<PAGE>
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
furnish 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 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.
<PAGE>
                  (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 (the "Subscription
            Price") which is lower at the record date mentioned below than

                        (i) the Exercise Price, then (A) the Exercise Price in
                  effect immediately prior to such issuance shall immediately be
                  reduced to the price that is equivalent to such Subscription
                  Price and (B) 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; or

                        (ii) the then current market price of a share of Common
                  Stock and equal to or greater than the Exercise Price, then
                  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 (A) 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 such
                  current market price and the denominator of which is the
                  Subscription Price, and (B) 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 October 24, 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 capital
            stock other than as provided for in paragraphs (a) or (b), 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
<PAGE>
            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 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
            October 24, 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
            Price in effect immediately prior to such
<PAGE>
            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 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 pursuant to rights,
            options, warrants, or convertible securities initially issued before
            the date of this 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 successively whenever such as issuance is made;
            PROVIDED that this Section 12.1(d) shall expire and be of no force
            and effect on or after October 24, 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 Company's 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
<PAGE>
            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 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
            holder's 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
<PAGE>
            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 (a),
            (b) and (c) 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 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.
<PAGE>
                  (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.

                  (l) 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
<PAGE>
      conclusive evidence of the correctness of such adjustment.

            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. Crane 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 Crane 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
<PAGE>
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 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 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
registration rights set forth in the Registration Rights Agreement of even date
herewith between Crane and the Company.
<PAGE>
      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:

            (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; or

            (d) the Company shall take any action that would cause an adjustment
      to the number of Warrant Shares or the Exercise Price pursuant to Section
      12.1 hereof,

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 Crane upon demand for its
reasonable out-of-pocket costs and expenses incurred in connection with the
preparation, review,
<PAGE>
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.

      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. ANY DISPUTE HEREUNDER OR UNDER THE
WARRANTS OR RELATED DOCUMENTS SHALL BE DETERMINED EXCLUSIVELY IN ACCORDANCE WITH
SECTION 9J OF THE PURCHASE AGREEMENT.

      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
<PAGE>
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.
<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/ ROBERT H. TURNER
                                                Robert H. Turner, President and
                                                Chief Executive Officer




                                                /S/ JAMES R. CRANE
                                                    JAMES R. CRANE
<PAGE>
                              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. _____                                     170,000 Warrants

                   VOID AFTER 5:00 P.M. HOUSTON, TEXAS TIME
                               ON APRIL 23, 2003
                            EQUALNET HOLDING CORP.
                              WARRANT CERTIFICATE

      THIS CERTIFIES THAT for value received JAMES R. CRANE, 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., Houston, Texas time, on April 24, 1998,
until 5:00 P.M., Houston, Texas time on April 23, 2003, 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 (the
"EXERCISE PRICE"). The Warrant Holder may pay the Exercise Price in cash, or by
certified or official bank check OR by delivery of securities OR
<PAGE>
by making 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 April 24, 1998
(the "WARRANT AGREEMENT"), between the Company and Crane 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.
<PAGE>
      IN WITNESS WHEREOF, the Company has caused the signature of its President
and Secretary to be printed hereon.

                                          EQUALNET HOLDING CORP.


                                          By:
                                                Robert H. Turner, President and
                                                Chief Executive Officer



ATTEST:

------------------------------------
Dean H. Fisher, Secretary