EXHIBIT 10.2
                       LEXUS COMMERCIAL ENTERPRISES, LTD.
                             SECURED PROMISSORY NOTE
US $1,050,000.00                                                    July 1, 1997

        FOR VALUE RECEIVED, the undersigned, LEXUS COMMERCIAL ENTERPRISES, LTD.
(herein called the "Debtor"; other terms used but not defined herein shall have
the meanings assigned thereto in the Subscription Agreement referred to below),
hereby promise to pay to EQUALNET HOLDING CORP. (the "Company"), or registered
assigns, the principal sum of ONE MILLION, FIFTY THOUSAND DOLLARS
(US$1,050,000.00) in accordance with and subject to the terms hereof and of that
certain Subscription Agreement (the "Agreement") dated as of even date herewith,
by and between the Company and the Debtor.

        1. Payments of principal of this Note are to be made in lawful money of
the United States of America by wire trnasfer of immediately available funds for
the account of the Company to account number 7877891957 at Comerica Bank (ABA
No. 111000753), credit "EqualNet Corporation"), or at such other place as the
Company shall have designated by written notice to the Debtor.

        The Debtor will make required payments of principal on the dates and in
the amounts specified in the attached Schedule A. This Note shall mature on the
latest date set forth in Schedule A, and all amounts owing thereunder shall then
be due and payable. The Purchaser may prepay this Note at any time and without
penalty. No interest shall accrue on any amount of principal that has been so
prepaid.

        So long as all payments of interest are paid when due, no interest shall
accrue on this note. Interest shall accrue on overdue principal and interest at
the lesser of (a) 8% per annum or (b) the maximum amount permitted by Texas law.

        Anything in this Agreement or this Note to the contrary notwithstanding,
any payment of principal of or interest on this Note that is due on a date other
than a business day shall be made on the net succeeding business day without
including the additional days elapsed in the computation of the interest payable
on such next succeeding business day.

        2. Debtor hereby grants to the Company a first priority security
interest in and lien on 508,968 shares (the "Pledged Shares") of the Company's
common stock, par value $.01 per hare, registered in the name of Debtor. The
Certificate representing such shares is hereby pledged to the Company. The
Company shall release such security interest and lien at the time all amounts
owing under this Note have been paid in full; provided that, upon the payment of
each regularly scheduled payment as set forth in Schedule A hereto, the Company
shall release its lien and security interest in 67,862 Pledged Shares. Upon the
final scheduled payment as reflected on Schedule A hereto, will release its
interest in the remainder of the Pledged Shares. As such Pledged Shares are
released, the Company shall issue new certificates representing uch shares in
the name of debtor or its designee with the legend as to the Company's security
interest removed.

        3. An "Event of Default" under this Note shall exist if any of the
following conditions or events shall occur and be continuing:

                      (a) the Purchaser defaults in the payment of any principal
               on this Note when the same becomes due and payable, and such
               default continues for three business days; or

                      (b) the Purchaser defaults in the payment on any interest
               on this Note for more than five business days after the same
               becomes due and payable.

        Subject to Section 5 hereof, if an Event o Default has occurred and is
continuing, the Company may declare, by notice to the debtor, this Note to be
immediately due and payable, and may foreclose upon the Securities. If any Event
of default has occurred and is continuing, and irrespective of whether this Note
has become or have been declared immediately due and payable, the Company may
proceed to protect and enforce the rights of such holder by an action at law,
suit in equity or other appropriate proceeding, whether for the specific
performance of any agreement contained herein or in the Agreement, or for an
injunction against a violation of any of the terms hereof or thereof, or in aid
of the exercise of any power granted hereby or thereby or by law or otherwise.


        4. This Note shall be construed and enforced in accordance with, and the
rights of the parties shall be governed by, the laws of the State of Texas
excluding choice-of-law principles of the law of such state that would require
the application of the laws of a jurisdiction other than such State.


        5. It is the intention of the Company and the Purchaser to comply with
(i) applicable usury laws of the State of Texas and (ii) if the maximum lawful
nonusurious rates of interest that any holder is permitted to take or receive
from, or charge to, the Company shall be governed by the federal laws of the
United States of America, such federal laws. Accordingly, notwithstanding any
provision to the contrary herein or in the Agreement, in no event shall this
Note or the Agreement require the payment or permit th collection of interest in
excess of the maximum nonusurious rate or amount permitted by such laws. If any
such excess is (except for the application of this paragraph) contracted for, or
charged or received, pursuant to or in connection with this Note or the
Agreement, or if the maturity of the indebtedness evidenced by this Note is
accelerated in shole or in part, or in the event that all or part of the
principal of or interest on this Note shall be prepaid, so that under any
circumstances the amount of interest contracted for, charged or received
pursuant to or in connection with this Note or the Agreement shall exceed the
maximum nonusurious amount of interest permitted by such laws, then (i) the
provisions of this paragraph shall govern and control, (ii) neither the company
nor any other person shall be obligated to pay the amount of such interest that
is in excess of the maximum amount of interest permitted by such laws, (iii) any
such excess which may have been collected shall, at the option of the holder of
this Note, be either (x) applied as credit against the unpaid principal amount
of this Note or accrued and unpaid interest on such unpaid principal amount or
(y) refunded to the Company, and (iv) the effective rate of interest shall be
automatically reduced to the maximum lawful nonusurious rate allowed under such
laws. Without limiting the foregoing provisions of this paragraph, all
calculation of the rate of interest contracted for, charged or received under
this Note or the Agreement that are made for the purpose of determining whether
such rate exceeds the maximum lawful nonusurious rat shall be made, to the
extent permitted by such laws, by amortizing, prorating, allocating and
spreading during the period of the full stated term of the loan evidenced
hereby, all interest at any time contracted for, charged or received by the any
holder.

        6. Except as specifically an expressly provided in the Agreement, the
debtor and each and every other Person now or hereafter liable hereon waives
grace, notice, presentment for payment, notice of non-payment, protest, notice
of protest, notice of acceleration of the indebtedness due hereunder and notice
of intent to accelerate and all other notice, filing of suit and diligence in
collecting this Note and the enforcing of any security rights of any holder
hereof, and consent and agree that the time of payment hereof may be extended at
any time and from time to time, without notice or consideration to, or consent
from, any of such Persons.

        7 In the event any one or more of the provisions of this Note or of the
Agreement shall be invalid, illegal or unenforceable in any respect, the
provisions hereof and thereof shall not in any way be affected thereby.

        EXECUTED and EFFECTIVE as of the 1st day of July, 1997.

                                    LEXUS COMMERCIAL ENTERPRISES, LTD.



                                    by ____________________________________
                                    name:      MICHAEL WILSON-SMITH
                                    title:          Authorized Signatory
<PAGE>
                                   SCHEDULE A
                        Schedule of Payments of Principal


US$175,000 due and payable on July 2, 1997; US$175,000 due and payable on July
9, 1997; US$175,000 due and payable on July 16, 1997; US$175,000 due and payable
on July 23, 1997; US$175,000 due and payable on July 30, 1997; and US$175,000
together with any other amounts that may be due hereunder, due and payable on
August 6, 1997.