EQUALNET HOLDING CORP.

                            STOCK PURCHASE WARRANT

      This Stock Purchase Warrant ("Warrant"), issued this 26th day of March,
1998, by EqualNet Holding Corp., a Texas corporation (the "Company"), to First
Sterling Capital Ventures Corp., a Texas corporation (the "Purchaser").

                             W I T N E S S E T H:

            ISSUANCE OF WARRANT; TERM; VESTING.

                  For and in consideration of the sum of $10.00 and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company hereby grants to the Purchaser, subject to the
provisions hereinafter set forth, the right to purchase 33,334 shares of Common
Stock, $.01 par value, of the Company (the "Common Stock"). The shares of Common
Stock issuable upon exercise of this Warrant are hereinafter referred to as the
"Shares".

                  This Warrant shall be exercisable at any time on or before the
fifth anniversary of the date hereof.

            EXERCISE PRICE. The exercise price per share for which all or any of
the Shares may be purchased pursuant to the terms of this Warrant shall be $1.50
(hereinafter referred to as the "Exercise Price").

            EXERCISE.

                  This Warrant may be exercised by the Purchaser for the
purchase of any of the Shares for which this Warrant is then exercisable
pursuant to Section 1(b) hereof in whole or in part, upon delivery of written
notice of intent to the Company at the following address: 1250 Wood Branch Park
Drive, Houston, Texas 77079 or such other address as the Company shall designate
in written notice to the Purchaser, together with this Warrant and payment (in
the manner described in Section 3(b) below) for the aggregate Exercise Price of
the Shares so purchased. Upon exercise of this Warrant as aforesaid, the Company
shall as promptly as practicable execute and deliver to the Purchaser a
certificate or certificates for the total number of whole Shares for which this
Warrant is being exercised in such names and denominations as are requested by
the Purchaser. If this Warrant shall be exercised with respect to less than all
of the Shares, the Purchaser shall be entitled to receive a new Warrant covering
the number of Shares in respect of which this Warrant shall not have been
exercised, which new Warrant shall in all other respects be identical to this
Warrant.

                  Payment for the Shares to be purchased upon exercise of this
Warrant may be made by the delivery of a certified or cashier's check payable to
the Company for the aggregate Exercise Price of the Shares to be purchased.
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            COVENANTS AND CONDITIONS.  The above provisions are subject to the
following:

                  Neither this Warrant nor the Shares have been registered under
the Securities Act of 1933, as amended (the "Act"), or any state securities laws
("Blue Sky Laws"). This Warrant and the Shares have been acquired for investment
purposes and not with a view to distribution or resale and the Shares may not be
made subject to a security interest, pledged, hypothecated, sold or otherwise
transferred without an effective registration statement therefor under the Act
and such applicable Blue Sky Laws or an opinion of counsel (which opinion and
counsel rendering same shall be reasonably acceptable to the Company) that
registration is not required under the Act and under any applicable Blue Sky
Laws. The certificates representing the Shares shall bear substantially the
following legend:

      THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR
      ANY APPLICABLE STATE SECURITIES LAWS, BUT HAVE BEEN ACQUIRED FOR THE
      PRIVATE INVESTMENT OF THE HOLDER HEREOF AND MAY NOT BE OFFERED, SOLD OR
      TRANSFERRED UNTIL A REGISTRATION STATEMENT UNDER THE ACT OR SUCH
      APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD
      THERETO, OR IN THE OPINION OF COUNSEL (WHOSE OPINION AND COUNSEL SHALL BE
      REASONABLY ACCEPTABLE TO THE COMPANY) REGISTRATION UNDER THE ACT OR SUCH
      APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH
      PROPOSED OFFER, SALE OR TRANSFER.

Other legends as required by applicable federal and state laws may be placed on
such certificates. the Purchaser and the Company agree to execute such documents
and instruments as counsel for the Company reasonably deems necessary to effect
compliance of the issuance of this Warrant and any Shares issued upon exercise
hereof with applicable federal and state securities laws. the Purchaser agrees
that the Company may decline to permit a transfer of this Warrant if the
proposed transferee does not meet then applicable qualifications for investors
in securities offerings exempt from registration.

                  The Company covenants and agrees that all Shares which may be
issued upon exercise of this Warrant will, upon issuance and payment therefor,
be legally and validly issued and outstanding, fully paid and nonassessable. The
Company shall at all times, commencing on the date this Warrant shall become
exercisable, reserve and keep available for issuance upon the exercise of this
Warrant such number of authorized but unissued shares of Common Stock as will be
sufficient to permit the exercise in full of the Warrant.

            WARRANT HOLDER NOT STOCKHOLDER. This Warrant does not confer upon
the Purchaser any right whatsoever as a stockholder of the Company.

            ANTI-DILUTION. In case at any time or from time to time after the
date of this Warrant, all of the holders of Common Stock of the Company shall
have received or shall have become legally entitled to receive:

                        other or additional stock or other securities or 
      property (other than cash) by way of a dividend or other distribution; or

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                        other or additional (or less) stock or other securities
      or property (including cash) by way of stock-split, spin-off, split-up,
      reclassification, combination of shares or similar corporate rearrangement
      (but not including any cash dividends),

then and in each such case the Purchaser, upon the exercise hereof as provided
in Section 3, shall be entitled to receive, in lieu of (or in addition to, as
the case may be) the Shares theretofore receivable upon the exercise of this
Warrant, the amount of stock and other securities and property (including cash
in the case referred to in clause (ii) above) which the Purchaser would have
held on the date of such exercise if on the date of such conversion, dividend,
distribution, corporate rearrangement or such other event as described in clause
(ii) above the Purchaser had been the holder of record of the number of Shares
receivable upon exercise of this Warrant and had thereafter, during the period
from the date thereof to and including the date of such exercise, obtained such
Shares and all other or additional (or less) stock and other securities and
property (including cash in the case referred to in clause (ii) above)
receivable by the Purchaser as aforesaid during such period.

            NOTICES. All notices, requests, offers, elections and other
communications under this Warrant shall be in writing and shall be deemed to
have been given at the time when deposited in the United States mail at a
general or branch post office, postage prepaid, registered or certified mail
(return receipt requested), and addressed to the respective parties at the
addresses stated below or to such other changed addresses as the parties may
have fixed by notice; provided, however, that any notice of change of address
shall be effective only upon receipt.

      Notices addressed to the Purchaser shall be addressed as indicated on the
signature page below. Notices to the Company shall be addressed to:

            EqualNet Holding Corp.
            1250 Wood Branch Park Drive
            Houston, Texas  77079
            Attn: General Counsel
            Telephone:  (281) 529-4648
            Facsimile:  (281) 529-4686

      With a copy to:

            Fulbright & Jaworski L.L.P.
            1301 McKinney, Suite 5100
            Houston, Texas 77010
            Attn: Robert F. Gray, Jr.
            Telephone: (713) 651-5566
            Facsimile: (713) 651-5246

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      IN WITNESS WHEREOF, the Company has caused this Stock Purchase Warrant to
be executed and delivered by its duly authorized officer as of the date first
above written.

                             EQUALNET HOLDING CORP.



                             By: /S/ MICHAEL L. HLINAK
                             Name: MICHAEL L. HLINAK
                                          Title: COO

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