EXHIBIT 10.2

THE SECURITIES REPRESENTED HEREBY AND THE COMMON STOCK ISSUABLE HEREUNDER HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY OTHER STATE. THE SECURITIES
REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR
OFFERED FOR SALE OR OTHERWISE TRANSFERRED, EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL OR
OTHER EVIDENCE ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT
REQUIRED.

WARRANT NO. 1                                                 1,500,000 SHARES

                            EQUALNET HOLDING CORP.
                     Warrant for Purchase of Common Stock

                               Febuary 11, 1997

               This is to certify that The Furst Group, Inc. (the "HOLDER"),
with an address at 459 Oakshade Road, Shamong, NJ 08088, is entitled to purchase
1,500,000 shares of Common Stock, par value $.01 per share (the "WARRANT
STOCK"), of EqualNet Holding Corp., a Texas corporation (the "COMPANY"), at a
price and subject to the terms and conditions contained herein. This warrant is
one of the warrants (collectively, "WARRANTS") of the Company issued under a
Notes and Warrants Purchase Agreement (the "AGREEMENT") dated as of February 3,
1997 between the Company, EqualNet Corporation, TeleSource, Inc. and EqualNet
Wholesale Services, Inc. and the Holder. Capitalized terms used herein and not
otherwise defined herein (including in Section 13 hereof) have the meanings
specified in the Agreement.

      Section 1.  EXERCISE OF THE WARRANT

            (a) This Warrant shall be exercisable at any time subsequent to the
date hereof until 5:00 P.M. Houston, Texas time on December 31, 1999, at which
time this Warrant shall expire.

            (b) This Warrant may be exercised by the Holder in whole or in part
upon surrender of the Warrant with the duly completed and executed subscription
form attached hereto at the office of the Company at its address set forth in
Section 7, or at such other place in the

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United States as the Company may designate for such purpose by notice hereunder,
upon payment to the Company of the Warrant Price (as hereinafter defined in
Section 2). Payment of the Warrant Price may be made:

                  (i) by delivery of Notes or Refinancing Notes in an unpaid
      principal amount which is, together with unpaid accrued interest, equal to
      the Warrant Price;

                  (ii) by delivery of cash or a bank cashier's or certified
      check payable in United States currency to the order of the Company in the
      amount of the Warrant Price or wire transfer of the Warrant Price in
      immediately available funds; or

                  (iii) by delivery of a combination of (i) and (ii).

            (c) The Holder may also effect a cashless exercise by surrender of
this Warrant at such office with a duly completed and executed cashless exercise
form attached hereto (a "CASHLESS EXERCISE"). In the event of a Cashless
Exercise, the Holder shall exchange this Warrant for that number of shares of
Warrant Stock determined by multiplying the number of shares of Warrant Stock as
to which a Cashless Exercise is made by a fraction, the numerator of which shall
be the difference between the then Current Price Per Share as of the close of
business on the business day prior to the date of exercise and the Warrant
Price, and the denominator of which shall be such Current Price Per Share.

            (d) Stock issuable upon the exercise of this Warrant shall be and
will be deemed to be issued to the Holder or its nominee as record owner of such
shares as of the close of business on the date on which this Warrant shall have
been surrendered and the Warrant Price paid as provided above (and any Notes or
Refinancing Notes delivered as aforesaid shall be deemed paid on such date) or
Cashless Exercise is effected. Certificates for such shares shall be delivered
to the Holder as soon as practicable but not later than seven business days
after such exercise to the Holder or its agent at an address in the State of New
York provided to the Company by the Holder.

      Section 2.  WARRANT PRICE AND WARRANT STOCK ADJUSTMENTS.

            (a) The price at which the shares of Warrant Stock shall be
purchasable upon the exercise of this Warrant shall be $2.00 per share (the
"WARRANT PRICE"), subject to adjustments as hereinafter set forth:

                  (i) If the Company shall issue or sell Options or Convertible
      Securities (other than Excluded Securities) for consideration less than
      the Warrant Price at the date of such issue or sale, the Warrant Price
      shall be adjusted down to an amount that is equivalent to such
      consideration.

                  (ii) If the Company shall issue or sell Common Stock (other
      than

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      pursuant to Excluded Securities or pursuant to Options or Convertible
      Securities outstanding on the date hereof) for a consideration per share
      less than the Warrant Price at the date of such issue or sale, the Warrant
      Price shall be adjusted down to an amount that is equivalent to such
      consideration.

                  (iii) The Warrant Price shall be adjusted as provided in
      subsection 2(b)(v) hereof.

                  (iv) In the event that (A) at any time Zane Russell ceases to
      be and act as the chief executive officer of the Company or (B) Michael
      Hlinak ceases to be and act as chief operating officer of the Company, the
      Warrant Price shall be adjusted down to that number that is equal to the
      Warrant Price at the time of such failure or cessation divided by two;
      provided that, if such cessation is a result of a termination for good
      cause, as determined in good faith by the Board of Directors of the
      Company, or the death, disability or incapacity of Zane Russell or Michael
      Hlinak, respectively, no adjustment in the Warrant Price shall be made
      under this subparagraph (iv); provided further that no adjustments shall
      be made to the Warrant Price with respect to (B) above after the earlier
      to occur of the passage of one year from the date of the Agreement or the
      date on which Michael Hlinak and the Company enter into an employment
      agreement containing terms consistent with industry practice and Michael
      Hlinak's position with the Company and with a term of at least one year.

                  (v) The Warrant Price shall be adjusted as provided in
      subsection 2(c) hereof.

            (b) The number of shares purchasable upon the exercise of this
Warrant and the Warrant Price shall upon the occurrence of any of the following
events after the date hereof be subject to adjustment as follows:

                  (i) In case the Company shall issue shares of Common Stock,
      Options or Convertible Securities (except Excluded Securities and shares
      of Common Stock issuable pursuant to the exercise of Excluded Securities),
      the number of shares of Warrant Stock that immediately prior to such
      issuance the Holder of this Warrant shall have been entitled to purchase
      pursuant to this Warrant shall be increased in direct proportion to the
      increase in the number of shares of Common Stock outstanding immediately
      prior to such issuance (in the case of the issuance of Options or
      Convertible Securities, the number of shares of Common Stock outstanding
      shall include the maximum aggregate number of shares of Common Stock
      issuable pursuant to such Options and Convertible Securities assuming full
      exercisability thereof at the time of issuance); provided that if such
      shares of Common Stock, Options or Convertible Securities (except Excluded
      Securities and shares of Common Stock issuable pursuant to the Exercise of
      Excluded Securities) are issued for a consideration per share less than
      the Warrant Price at the date of such issue or sale, the number of shares
      of Warrant Stock that immediately prior to such issuance the

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      Holder of this Warrant shall have been entitled to purchase pursuant to
      this Warrant shall be increased to the greater of (A) that number of
      shares that is equal to the number of shares of Warrant Stock that
      immediately prior to such issuance the Holder of this Warrant shall have
      been entitled to purchase pursuant to this Warrant multiplied by a
      fraction, the numerator of which is the Warrant Price and the denominator
      of which is such consideration per share, and (B) the number of shares of
      Warrant Stock otherwise calculated under this paragraph (i).

                  (ii) In case the Company shall (A) pay a dividend in Common
      Stock, (B) subdivide its outstanding Common Stock, or (C) combine its
      outstanding Common Stock into a smaller number of shares, the number of
      shares of Warrant Stock which immediately prior to such event the Holder
      of this Warrant shall have been entitled to purchase pursuant to this
      Warrant shall be increased or decreased in direct proportion to the
      increase or decrease, respectively, in the number of shares of Common
      Stock outstanding immediately prior to such event. An adjustment made
      pursuant to this subsection 2(b)(ii) shall become effective retroactively
      immediately after the record date in the case of a dividend and shall
      become effective immediately after the effective date in the case of a
      subdivision or combination.

                  (iii) In case the Company shall distribute to all holders of
      its Common Stock evidences of its indebtedness or other assets (other than
      distributions payable in Common Stock, then in each such case the number
      of shares of Warrant Stock thereafter purchasable upon the exercise of
      this Warrant shall be determined by multiplying the number of shares of
      Warrant Stock theretofore purchasable upon the exercise of this Warrant,
      by a fraction, of which the numerator shall be the then Current Price Per
      Share on the date of such distribution and of which the denominator shall
      be such Current Price Per Share less the then Fair Market Value of the
      portion of the assets or evidences of indebtedness so distributed to one
      share of Common Stock. Such adjustment shall be made whenever any such
      distribution is made, and shall become effective retroactively immediately
      after the record date for the determination of stockholders entitled to
      receive such distribution.

                  (iv) No adjustment in the number of 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 shares
      purchasable upon the exercise of this Warrant; provided, however, that any
      adjustments which by reason of this sentence are not required to be made
      shall be carried forward and taken into account on any subsequent
      adjustment.

                  (v) Whenever the number of shares purchasable upon the
      exercise of this Warrant is adjusted as herein provided in subsection
      2(b)(ii) or 2(b)(iii) above, the Warrant Price per share payable upon
      exercise of this Warrant shall be adjusted by multiplying such Warrant
      Price immediately prior to such adjustment by a fraction, of

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      which the numerator shall be the number of shares purchasable upon the
      exercise of each Warrant immediately prior to such adjustment, and of
      which the denominator shall be the number of shares so purchasable
      immediately thereafter.

                  (vi) In case of any capital reorganization or reclassification
      of the capital stock of the Company, the Holder of this Warrant shall
      thereafter be entitled to purchase, for the aggregate Warrant Price
      payable hereunder in order to exercise this Warrant, the Other Securities
      and property receivable upon such capital reorganization or
      reclassification by a holder of the number of shares of Common Stock which
      this Warrant entitled the Holder hereof to purchase immediately prior to
      such capital reorganization or reclassification.

                  (vii) If the Company shall at any time consolidate with or
      merge with or into another corporation or entity or shall sell or transfer
      to another entity all or substantially all of the assets of the Company,
      the Holder of this Warrant will thereafter have the right to purchase, for
      the aggregate Warrant Price payable hereunder in order to exercise this
      Warrant, the Other Securities and/or property receivable by a holder of
      the number of shares of Common Stock which this Warrant entitled the
      Holder of this Warrant to purchase immediately prior to such
      consolidation, merger, sale or transfer, if any. The Company shall take
      such steps in connection with such consolidation, merger, sale or
      transfer, as may be necessary to assure that the provisions hereof shall
      thereafter be applicable, as nearly as reasonably may be, in relation to
      Other Securities or property thereafter deliverable upon the exercise of
      this Warrant. The Company, the successor corporation or the purchasing
      entity, as the case may be, shall execute and deliver to the Holder a
      supplemental Warrant so providing.

                  (viii)In the event that at any time, as a result of an
      adjustment made pursuant to subsection 2(a)(vi) or 2(a)(vii) above, the
      Holder of this Warrant shall become entitled to purchase any Other
      Securities or property other than Common Stock, thereafter the number of
      such Other Securities or property so purchasable upon exercise of this
      Warrant and the Warrant Price 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 Common Stock contained in this Section 2.

                  (ix) The number of shares purchasable upon the exercise of
      this Warrant shall be adjusted as set forth in subsection 2(c)

            (c) (i) In the event that the Company becomes aware that it will
fail to satisfy the quantitative continued listing requirements of the Nasdaq
National Market, the Company shall, as promptly as practicable, give written
notice (the "DELISTING NOTICE") to the Holder and request the Holder to exercise
all or a portion of the Warrant. The Delisting Notice shall set forth the dollar
amount (the "EXERCISE AMOUNT") that the Company requires to continue satisfying
the quantitative continued listing requirements. Upon receipt of the Delisting
Notice, the Holder

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shall have the right at its sole option to exercise (or elect not to exercise)
all or part of the Warrant, provided that, as to that portion of the Warrant so
exercised (up to the Exercise Amount), the Warrant Price shall be adjusted down
to that number that is equal to the Warrant Price at the time of receipt of the
Delisting Notice divided by two (but not less than $1.00 per share), and the
number of shares purchasable under that portion of the Warrant so exercised at
the time of receipt of the Delisting Notice shall be increased by multiplying
such number by two (but not more than 3,000,000 shares). No change shall be made
as to the Warrant Price or the number of shares purchasable under all or that
portion of the Warrant that is not so exercised. (As an example, if the Warrant
Price is $2.00 and the number of shares purchasable under the Warrant is
1,500,000 at the time the Holder receives a Delisting Notice, and the Exercise
Amount set forth in the Delisting Notice is $1,000,000, the Holder shall have
the option of exercising Warrants to purchase 1,000,000 shares at $1.00 per
share, and, if the Holder elects to so exercise, the remaining Warrant will
continue to permit the Holder to purchase 1,000,000 shares at $2.00 per share).

                  (ii) If the Company fails to provide the Delisting Notice to
the Holder and the Company is subsequently suspended or delisted from trading on
the Nasdaq National Market, the Warrant Price shall be adjusted down to that
number that is equal to the Warrant Price at the time of such suspension or
delisting divided by two, and the number of shares purchaseable under the
Warrant at the time of such suspension or delisting shall be increased by
multiplying such number by two.

            (d)   For the purposes of this Section 2:

                  (i) the consideration for the issue or sale of any Common

            Stock shall, irrespective of the accounting treatment of such
            consideration,

                        (A) insofar as it consists of cash, be computed at the
                  net amount of cash received by the Company, after deducting
                  any expenses paid or incurred by the Company and any
                  commissions or compensations paid or concessions or discounts
                  allowed to underwriters, dealers or others performing similar
                  services in connection with such issue or sale,

                        (B) insofar as it consists of property (including
                  securities) other than cash, be computed at the Fair Market
                  Value thereof at the time of such issue or sale, and

                        (C) in case Common Stock, Options or Convertible
                  Securities are issued or sold together with other stock or
                  securities or other assets of the Company for a consideration
                  which covers both, be the portion of such consideration so
                  received, computed as provided in clauses (A) and (B) above,
                  allocable to such Common Stock, Options or Convertible
                  Securities all as determined by an independent appraiser
                  reasonably

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                  satisfactory to both the Holder and the Company;

                  (ii) Options and Convertible Securities shall be deemed to
            have been issued for a consideration per share determined by
            dividing

                        (A) the total amount, if any, received and receivable by
                  the Company as consideration for the issue, sale, grant or
                  assumption of the Options or Convertible Securities in
                  question, plus the minimum aggregate amount of additional
                  consideration (as set forth in the instruments relating
                  thereto, without regard to any provision contained therein for
                  a subsequent adjustment of such consideration to protect
                  against dilution) payable to the Company upon the exercise in
                  full of such options or the conversion or exchange of such
                  Convertible Securities or, in the case of Options for
                  Convertible Securities, the exercise of such Options for
                  Convertible Securities and the conversion or exchange of such
                  Convertible Securities, in each case computing such
                  consideration as provided in the foregoing subsection 2(d)(i).

            by

                        (B) the maximum number of shares of Common Stock (as set
                  forth in the instruments relating thereto, without regard to
                  any provision contained therein for a subsequent adjustment of
                  such number to protect against dilution) issuable upon the
                  exercise of such Options or the conversion or exchange of such
                  Convertible Securities; and

                  (iii) Common Stock issued as a result of stock dividends,
            stock splits, etc., shall be deemed to have been issued for no
            consideration.

      Section 3. NOTIFICATION UPON THE OCCURRENCE OF CERTAIN EVENTS. (a) Upon
any adjustment pursuant to Section 2 hereof, the Company within 10 days
thereafter shall give notice thereof to the Holder of this Warrant, in the
manner specified in Section 7 hereof, which notice shall state the adjusted
Warrant Price, the increased or decreased number of shares or the adjusted other
securities or property purchasable hereunder and the method of calculation and
the facts upon which such calculation is based.

            (b)   In case:

                  (i) the Company shall propose to take a record of the holders
            of its Common Stock (or other securities at the time receivable upon
            the exercise of the Warrant) for the purpose of entitling them to
            receive any dividend or distribution or any right to subscribe for,
            purchase or otherwise acquire any shares of stock of any class or
            any other securities, or to receive any other right, or

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                  (ii) of any capital reorganization of the Company, any
            reclassification of the capital stock of the Company, any
            consolidation with or merger of the Company with and into another
            corporation or other entity, or any conveyance of all or
            substantially all of the assets of the Company to another entity, or

                  (iii) of any voluntary or involuntary dissolution, liquidation
            or winding-up of the Company,

then, and in each such case, the Company will mail or cause to be mailed to the
Holder of this Warrant, at least 30 days in advance of any of the foregoing
actions, a notice specifying, as the case may be, (y) the date on which a record
is to be taken for the purpose of such dividend, distribution or right, and
stating the amount and character of such dividend, distribution or right, or (z)
the date on which such reorganization, reclassification, consolidation, merger,
conveyance, dissolution, liquidation or winding-up is to take place, and the
time, if any, as to which the holders of record of Common Stock (or such other
securities at the time receivable upon the exercise of the Warrant) shall be
entitled to exchange their shares of Common Stock (or such other securities) for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger.

      Section 4.  RESERVATION OF WARRANT STOCK; REPRESENTATIONS.

            The Company covenants that it will at all times reserve and keep
available out of its authorized shares of stock, solely for the purpose of issue
upon exercise of this Warrant as herein provided, such number of shares of
Common Stock or Other Securities as shall then be issuable upon the exercise of
the Warrant. The Company represents that all shares of Warrant Stock to which
the Holders of the Warrants shall be entitled upon the exercise thereof (i) are
duly authorized by the Articles of Incorporation of the Company in accordance
with the laws of the State of Texas, (ii) have been duly authorized to be issued
upon the exercise of the Warrants from time to time in whole or in part, (iii)
will be, when issued in accordance with the terms of the Warrants, duly
authorized and validly issued and fully paid and nonassessable and free and
clear of all liens and rights of others whatsoever (other than liens and rights
of others claiming by, through or under the Holder) and (iv) will not be at the
time of such exercise subject to any restrictions on transfer or sale except as
provided by applicable securities laws or otherwise herein.

      Section 5.  REGISTRATION RIGHTS.

            (a) As promptly as practicable after the Closing Date, the Company
will file a registration statement (the "SHELF REGISTRATION") with the
Commission under the Securities Act permitting the disposition of the Warrant
Stock in accordance with the intended methods thereof as specified in writing by
the Purchaser. The Company will use its commercially reasonable efforts to have
the Shelf Registration declared effective by the Commission as soon as
practicable after the filing date and to at all times maintain the effectiveness
thereof. The

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Holders of Warrants and Warrant Stockholders representing (assuming exercise of
all Warrants) more than 50% of the Warrant Stock ("MAJORITY HOLDERS") may, at
any time, request that the Company supplement or amend the Shelf Registration to
effect an underwritten offering of the Warrant Stock by one or more underwriters
selected by the Majority Holders; provided that the Majority Holders may only
make such request a total of three (3) times. The Company will as promptly as
practicable supplement or amend such Shelf Registration to the extent required
to permit the disposition in accordance with such request and use its
commercially reasonable efforts to have the amendment declared effective by the
SEC as soon as practicable after the filing date. The Company shall enter into
an underwriting agreement in customary form used by such underwriter or
underwriters, which shall include, among other provisions, contribution and
indemnities of the Company and the Holders to the effect and to the extent
provided in this Section 5. The Warrant Stockholders whose Warrant Stock is to
be distributed by such underwriters shall be parties to such underwriting
agreement. No Warrant Stockholder may participate in such underwritten offering
unless such Warrant Stockholder agrees to sell its Warrant Stock on the basis
provided in such underwriting agreement and completes and executes all
questionnaires, powers of attorney, indemnities and other documents reasonably
required under the terms of such underwriting agreement. The obligations of the
Company under this Section 5 (a) shall terminate on the earlier to occur of (i)
the third anniversary of the date of this Warrant and (ii) at such time as all
Holders and Warrant Stockholders may transfer, without restriction whatsoever,
all of the Warrant Stock held by them or issuable to them upon conversion of
Warrants held by them, pursuant to Rule 144(k) promulgated under the Securities
Act.

            (b) At any time that the Shelf Registration is not available for any
reason or not required pursuant to Section 5(a), upon written notice
("REGISTRATION NOTICE") from the Majority Holders to the Company requesting that
the Company effect the registration under the Securities Act of at least 15% of
the Warrant Stock or any lesser percentage so long as the anticipated proceeds
from such offering exceed $500,000, which Registration Notice shall specify the
intended method or methods of disposition of such Warrant Stock, the Company
shall use its commercially reasonable efforts to effect (at the earliest
practicable date) the registration under the Securities Act of such Warrant
Stock (each, a "DEMAND REGISTRATION") for disposition in accordance with the
intended method or methods of disposition stated in such Registration Notice;
PROVIDED that a Holder shall have the right to deliver Registration Notices to
effect three (3) demand registrations pursuant to this Section 5(b) and no more
without regard to the number of underwritten offerings requested pursuant to
Section 5(a) hereof.

            (c) Whenever the Company proposes to file a Registration Statement
with the Commission pursuant to the Securities Act in connection with a public
offering by the Company of its Common Stock, whether for the Company's own
account or for the account of others, other than a Registration Statement on
Form S-4 or Form S-8 or any successor forms thereto (a "PIGGYBACK
REGISTRATION"), the Company will give prompt written notice to all Holders and
Warrant Stockholders and will include in such Piggyback Registration all Warrant
Stock with respect to which the Company has received written requests for
inclusion within 20 days after the

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Company's mailing of such notice; provided that if the managing underwriters
advise the Company in writing that in their opinion the number of securities
requested to be included in such registration exceeds the number that can be
sold in such offering, at a price reasonably related to fair value, the Company
will allocate the securities to be included first to the Company, then on a pro
rata basis among the Holders and Warrant Stockholders and any other person with
registration rights not subordinated to those of the Warrant Stockholders.

            (d) If the proposed filing of a Registration Statement of which the
Company gives notice pursuant to Section 5(c) hereof is for a registered public
offering involving an underwriting, the Company shall so advise the Holders and
the Warrant Stockholders as part of the written notice given pursuant to Section
5(c). In such event, if a Warrant Stockholder proposes to distribute Warrant
Stock through such underwriting, such Warrant Stockholder shall (together with
the Company and the other holders of securities of the Company distributing
their securities through such underwriting) enter into an underwriting agreement
in such form as shall have been negotiated and agreed to by the Company with the
underwriter or underwriters selected for such underwriting by the Company. The
Company will give the Holders and the Warrant Stockholders notice (the "Pricing
Notice") of the anticipated range of the public offering price not later than
two weeks prior to the anticipated effective date of any Registration Statement
which includes Warrant Stock to be sold for the account of a Holder or Warrant
Stockholder. A Holder or Warrant Stockholder may in its discretion withdraw any
time prior to five days after receipt of the Pricing Notice, but may not
thereafter withdraw any Warrant Stock, unless the public offering price is below
the lowest price in the range of anticipated public offering prices specified in
the Pricing Notice. In order to facilitate the execution of the underwriting
agreement and the closing thereunder, a Holder or Warrant Stockholder will, at
the request of the managing underwriter, enter into a custody agreement and
power of attorney consistent with the preceding sentence.

            (e) Notwithstanding the foregoing, if, at any time after giving
written notice of its proposal to file a Registration Statement pursuant to
Section 5(c) hereof and prior to the effective date of such Registration
Statement, the Company shall determine for any reason not to register the
securities proposed to be covered thereby, the Company may, at its election,
give written notice of such determination to the Holders and Warrant
Stockholders and upon the withdrawal of such Registration Statement shall have
no further obligation to register any Warrant Stock held by the Holders or
Warrant Stockholders in connection with such registration. In the event of such
withdrawal by the Company, the Company shall promptly reimburse the Holders and
Warrant Stockholders for the reasonable fees and expenses of their own legal
counsel and other reasonable expenses incurred in connection with such
registration.

            (f) Subject to subsection 5(g)(ii) below, in connection with any
registration effected hereunder, the Company shall bear all expenses incurred by
it in connection therewith and in connection with the related distribution,
which shall include, without limitation, the following costs and expenses: (i)
printing and engraving costs; (ii) transfer agent's and registrar's fees; (iii)
legal and accounting fees and expenses (provided that such expenses shall
include only

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one counsel for all selling Warrant Stockholders); (iv) registration and filing
fees with the Commission and any other regulatory or self-regulatory agencies or
bodies; and (v) reasonable costs of investigation of matters subject to
disclosure in the Registration Statement, including the fees and appraisers or
other experts. Notwithstanding the foregoing, and subject to subsection 5(g)(i)
below, in connection with any registration effected hereunder, a Warrant
Stockholder shall bear all of his own expenses, including, without limitation,
any underwriting commissions or discounts in respect of the sale of its Warrant
Stock and the legal fees of its own counsel.

            (g) In connection with any Registration Statement filed hereunder in
which the Holder participates as a selling stockholder, the following provisions
as to indemnification shall apply:

                  (i) The Company shall indemnify and hold harmless the Warrant
Stockholders against any losses, claims, damages or liabilities to which he may
become subject under the Securities Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions or proceedings in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of any material fact contained in the Registration Statement, any preliminary
prospectus, the prospectus or any amendment or supplement thereto, or arise out
of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they are made, not
misleading; and the Company will reimburse any legal or other expenses
reasonably incurred by the Warrant Stockholders in connection with investigating
or defending any such loss, claim, damage, liability, action or proceeding;
provided, however, that the Company will not be liable in any such case to the
extent that any such loss, claim, damage, liability, action or proceeding arises
out of or is based upon any untrue statement or alleged untrue statement, or
upon any omission or alleged omission, of any material fact contained in the
Registration Statement, any preliminary prospectus, the prospectus or any such
amendment or supplement, to the extent that such fact was included or omitted in
reliance upon and in conformity with information furnished to the Company by or
through such Warrant Stockholder specifically for use in the preparation
thereof. This indemnity will be in addition to any liability which the Company
may otherwise have.

                  (ii) A Warrant Stockholder will indemnify and hold harmless
the Company, each of its directors, each of its officers who has signed the
Registration Statement and each person, if any, who controls the Company, within
the meaning of the Securities Act or otherwise, against any losses, claims,
damages or liabilities to which it may become subject under the Securities Act
or otherwise insofar as such losses, claims, damages or liabilities (or actions
or proceedings in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained in the
Registration Statement, any preliminary prospectus, the prospectus or any
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein, in the light of the
circumstances under which they are made, not misleading; and a Warrant
Stockholder will reimburse any legal or

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other expenses reasonably incurred by the Company or any such director, officer
or controlling person in connection with investigating or defending any such
loss, claim, damage, liability, action or proceeding; provided, however, that
the Holder will be liable in each case under this subsection 5(g)(ii) to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in the Registration
Statement, any preliminary prospectus, the prospectus or any such amendment or
supplement in reliance upon and in conformity with information furnished to the
Company by or through such Warrant Stockholder specifically for use in the
preparation thereof. This indemnity will be in addition to any liability which
the Warrant Stockholder may otherwise have.

                  (iii) Promptly after receipt by an indemnified party pursuant
to the foregoing provisions of notice of the commencement of any action or
proceeding, such indemnified party will, if a claim in respect thereof is to be
made against an indemnifying party hereunder, notify the indemnifying party of
the commencement thereof, provided that the omission to so notify the
indemnifying party will not relieve the indemnifying party from any liability
which it may have to any indemnified party under this Agreement or otherwise
unless such failure results in material prejudice to the indemnifying party. In
case any such action or proceeding is brought against any indemnified party, and
such party notifies an indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein and, to the extent
that it may wish, to assume the defense thereof with counsel reasonably
satisfactory to such indemnified party, and after notice from the indemnifying
party to such indemnified party or its election so to assume the defense
thereof, the indemnifying party will not be liable to such indemnified party
hereunder for any legal or other expense subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation; provided, however, that if an indemnified party
determines in good faith that it has existing or potential claims against, or
other conflicts with, the indemnifying party, the indemnifying party may not
assume the defense of such indemnified party but shall remain liable for the
separate legal and other expenses of such indemnified party incurred in
connection therewith. An indemnifying party shall not be liable for any
settlement of any action or claim affected without its written consent thereto.

      Section 6.  TRANSFER, EXCHANGE OR REPLACEMENT OF WARRANT, ETC.

            (a) Subject to compliance with the transfer restrictions set forth
herein and in the Agreement, the Holder may surrender this Warrant at the office
of the Company determined in accordance with Section 7 hereof for transfer or
exchange. Within a reasonable time after notice to the Company from a Holder of
its intention to make such transfer or exchange and without expense (other than
applicable transfer taxes, if any) to such Holder, the Company shall issue in
exchange therefor another Warrant or Warrants containing the same provisions and
in the aggregate for the same number of shares of Common Stock as the Warrant so
surrendered. Subject to the restrictions on transfer set forth in the Agreement,
each new Warrant shall be registered in the name of such person or entity as the
Holder of the surrendered Warrant may designate. Warrants issued upon any
transfer or exchange shall be only in authorized

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<PAGE>
denominations, which shall be for 1,000 shares of Common Stock and amounts in
excess thereof.

            (b) Upon receipt of evidence satisfactory to the Company of the
loss, theft, mutilation or destruction of this Warrant, and in the case of any
such loss, theft, or destruction upon delivery of any indemnity agreement of the
Holder as shall be reasonably satisfactory to the Company, or in the case of
such mutilation upon surrender and cancellation of this Warrant, the Company
will issue at the expense of the Company in lieu thereof a new Warrant of like
tenor for the same number of shares of Common Stock.

      Section 7.  NOTICES

            (a) Any notice hereunder shall be given to the Company in writing
and such notice and any payment by the Holder of this Warrant hereunder shall be
deemed duly given or made only upon receipt thereof at the Company's office at
EqualNet Plaza, 1250 Wood Branch Park Drive, Houston, TX 77079-1212 or at such
other address as the Company may designate by notice to the Holder. A copy of
the notice shall be given to Fulbright & Jaworski L.L.P., 1301 McKinney, Suite
5100, Houston, Texas 77010-3095, to the attention of Robert F. Gray, Jr.

            (b) Any notice or other communication to the Holder of this Warrant
or to a Warrant Stockholder upon exercise of this Warrant shall be in writing
and such notice shall be deemed duly given or made only upon receipt thereof at
the address specified herein or such other address as the Holder or a Warrant
Stockholder may designate by notice to the Company.

      Section 8.  WAIVER.

            Neither this Warrant nor any term thereof may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against which enforcement of the change, waiver, discharge or
termination is sought.

      Section 9.  FRACTIONAL SHARES.

            Nothing contained herein shall obligate the Company to issue
fractional shares of its securities. Any exercise of this Warrant shall be for
the purpose of whole shares only. If any fraction of a share of stock would be,
except for this provision, issuable on the exercise of this Warrant, the Company
may at its option purchase such fraction for an amount equal in cash to the
Current Price Per Share of such fraction.

      Section 10.  GOVERNING LAW.

            THIS WARRANT SHALL BE GOVERNED BY, AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO ITS CHOICE OF LAW RULES.

                                      13
<PAGE>
      Section 11.  SUCCESSORS AND ASSIGNS.

            All of the provisions of this Warrant shall be binding upon the
Company and its successors and assigns.

      Section 12.  NO RIGHTS AS STOCKHOLDER; LIMITATION OF LIABILITY.

            This Warrant shall not entitle the Holder hereof to any of the
rights of a stockholder of the Company. No provision hereof, in the absence of
affirmative action by the Holder hereof to purchase shares of Warrant Stock, and
no mere enumeration herein of the rights or privileges of the Holder hereof,
shall give rise to any liability of such Holder for the Warrant Price or as a
stockholder of the Company, whether such liability is asserted by the Company or
by creditors of the Company.

      Section 13.  DEFINITIONS.

            As used herein, unless the context otherwise requires, the following
terms have the following respective meanings:

            COMMISSION: the Securities and Exchange Commission or any other
Federal agency at the time administering the Securities Act.

            COMMON STOCK: the class of stock designated as Common Stock, par
value $.01 per share, of the Company on the date of this Agreement. For purposes
of Section 2 only, Common Stock shall also include any capital stock with voting
rights of the Company.

            CONVERTIBLE SECURITIES: any evidences of indebtedness, shares of
stock (other than Common Stock) or other securities directly or indirectly
convertible into or exchangeable for Common Stock.

            CURRENT PRICE PER SHARE: the Current Trading Price Per Share or, if
no Current Trading Price Per Share is available, Fair Market Value.

            CURRENT TRADING PRICE PER SHARE: the "Current Trading Price Per
Share" of any security, including the Common Stock (a "Security"), on any date
shall be deemed to be the average of the daily closing prices (as such term is
hereinafter defined) per share of such Security for the 20 consecutive Trading
Days (as such term is hereinafter defined) immediately prior to such date. The
"closing price" for each day shall be the last sale price, regular way, or, in
case no such sale takes place on such day, the average of the closing bid and
asked prices, regular way, in either case as reported in the principal
consolidated transaction reporting system with respect to securities listed on
the principal national securities exchange on which the Security is listed or
admitted to trading or, if the Security is not listed or admitted to trading on
any national securities exchange but is included in the Nasdaq Stock Market, the
last quoted price or, if not so

                                      14
<PAGE>
quoted, the average of the high bid and low asked prices, in the
over-the-counter market, as reported by the National Association of Securities
Dealers, Inc. Automated Quotations System or such other system then in use. The
term "Trading Day" shall mean a day on which the principal national securities
exchange on which the Security is listed or admitted to trading is open for the
transaction of business or, if the Security is not listed or admitted to trading
on any national securities exchange, a Business Day. The term "Business Day"
shall mean any day other than a Saturday, a Sunday, or a day on which The New
York Stock Exchange is closed.

            EXCLUDED SECURITIES: the 1,050,000 shares of Common Stock reserved
for issuance pursuant to the EqualNet Holding Corp. Employee Stock Option and
Restricted Stock Plan and the EqualNet Holding Corp. Non-Employee Director Stock
Plan and any additional shares of Common Stock issuable pursuant to any
antidilution provisions thereof; the warrants to purchase not more than
1,000,000 shares of Common Stock issuable to certain agents of the Company
pursuant to agent agreements substantially in the form delivered to the Holder
prior to the date of the Agreement; the 100,000 shares of Common Stock issuable
to Creative Communications, Inc. pursuant to a warrant dated November 12, 1996,
and not more than 150,000 shares of Common Stock that the Company may issue in
future periods for purposes of management incentive compensation to officers and
employees.

            FAIR MARKET VALUE: the amount a willing buyer under no compulsion to
buy and in possession of all relevant information would pay a willing seller
under no compulsion to sell.

            HOLDER: the person or entity in whose name this Warrant is
registered.

            HOLDERS: the persons or entities in whose name this Warrant and
other Warrants are registered.

            OPTIONS: rights, options or warrants to subscribe for, purchase or
otherwise acquire either Common Stock or Convertible Securities.

            OTHER SECURITIES: any stock (other than Common Stock) and other
securities of the Company or any other person (corporate or otherwise) which the
holders of the Warrants at any time shall be entitled to receive, or shall have
received, upon the exercise of the Warrants, in lieu of or in addition to Common
Stock, or which at any time shall be issuable or shall have been issued in
exchange for or in replacement of Common Stock or Other Securities pursuant to
Section 2 or otherwise.

            SECURITIES ACT: the Securities Act of 1933, as amended.

            WARRANT STOCKHOLDERS: the persons or entities in whose names Warrant
Stock is registered unless such shares have been sold pursuant to a Registration
Statement filed pursuant to Section 5 hereof or pursuant to Rule 144 under the
Securities Act.

                                      15
<PAGE>
            IN WITNESS WHEREOF, EQUALNET HOLDING CORP. has caused this
Warrant to be signed in its corporate name by its President as of the day and
year above written.

                              EQUALNET HOLDING CORP.

                              By /s/ ZANE RUSSELL
                                 President

                                       16
<PAGE>
                                  ASSIGNMENT

            (To be Executed by the Holder if such Holder Desires to
                         Transfer the Within Warrant)

      FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
unto


                          --------------------------
                                    (Name)

                          --------------------------
                                   (Address)

the right to purchase ____ shares of Common Stock, covered by the within Warrant
and does hereby irrevocably constitute and appoint ________________ Attorney to
make such transfer on the books of the Company maintained for the purpose, with
full power of substitution.

                          Signature__________________

Dated:           , 19__

                                    NOTICE

            The signature of the foregoing Assignment must correspond to the
name as written upon the face of the within Warrant in every particular, without
alteration or enlargement or any change whatsoever.

                                      17
<PAGE>
                               SUBSCRIPTION FORM

   (TO BE EXECUTED UPON EXERCISE PURSUANT TO SECTION 1(B)(I), (II) OR (III))

TO:   EQUALNET HOLDING CORP.

      1. The undersigned Holder of the attached original, executed Warrant to
purchase Common Stock of EqualNet Holding Corp., a Texas corporation (the
"COMPANY"), hereby elects to exercise its purchase right under such Warrant with
respect to _________ shares of Warrant Stock.

      2. The undersigned Holder elects to pay the aggregate exercise price for
such Warrant Shares in the following manner:

            _____   by delivery of Notes or Refinancing Notes in a principal
                    amount plus unpaid accrued interest of $__________;

            _____   by lawful money of the United States or the enclosed bank
                    cashier's check or certified check to the order of the
                    Company in the amount of
                    $________;

            _____   by wire transfer of United States funds to the account of
                    the Company in the amount of $____________, which transfer
                    has been made before or simultaneously with the delivery of
                    this Subscription Form pursuant to the instructions of the
                    Company; or

            _____   by the combination of the foregoing indicated above or on 
                    the attached sheet.

      3. Please issue a stock certificate or certificates representing the
appropriate number of shares of Warrant Stock in the name of the undersigned as
is specified below:

      Name:
      Address:

      Tax Identification No.:

                    HOLDER:
                    By:
                    Its:
                    Date:

NOTE: The signature of the Warrant Holder must conform in all respects to the
name of the Warrant Holder as specified on the face of the Warrant, without
alteration, enlargement or any change whatsoever.

                                      18
<PAGE>
                            CASHLESS EXERCISE FORM

                   (TO BE EXECUTED UPON EXERCISE OF WARRANT
                           PURSUANT TO SECTION 1(C))

TO:   EQUALNET HOLDING CORP.

      1. The undersigned Holder of the attached original, executed Warrant to
purchase Common Stock of EqualNet Holding Corp., a Texas corporation (the
"Company"), hereby irrevocably elects to make a Cashless Exercise, as provided
for in Section 1(c) of such Warrant, with respect to _______ shares of Warrant
Stock, as defined in the Warrant.

      2. Please issue a stock certificate or certificates representing the
appropriate number of shares of Common Stock issuable upon such Cashless
Exercise in the name of the undersigned as is specified below:

      Name:
      Address:

      Tax Identification No.:

                    HOLDER:
                    By:
                    Its:
                    Date:

NOTE: The signature of the Warrant Holder must conform in all respects to the
name of the Warrant Holder as specified on the face of the Warrant, without
alteration, enlargement or any change whatsoever.

                                      19