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                                                                    EXHIBIT 10.5

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

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

                         EQUALNET COMMUNICATIONS CORP.

                         COMMON STOCK PURCHASE WARRANT

Certificate No.                                 Issuance Date:  January 27, 1999

     EQUALNET COMMUNICATIONS CORP., a Texas corporation (the "Company"), located
at 1250 Wood Branch Park Drive, Houston, Texas  77079, hereby certifies that,
for value received, and in connection with that certain Purchase Agreement of
even date herewith (the "Purchase Agreement") between the Company and RFC
Capital Corporation, a Delaware corporation ("RFC"), RFC, or subject to Section
11, its transferee (the "Holder"), is entitled to purchase from the Company
300,000 shares (the "Warrant Shares") of the Company's common stock, $.01 par
value (the "Common Stock"), on terms specified below, which right to purchase
the Warrant Shares shall vest on the Issuance Date hereof (the "Effective Time")
and, unless specified otherwise herein, shall be exercisable at any time at the
sole discretion of the Holder hereof before the close of business on January 27,
2004 (the "Expiration Date").  All capitalized terms used herein and not
otherwise defined shall have the meaning ascribed thereto in the Purchase
Agreement.

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

     1.  Terms of Warrant.  (a)  Subject to adjustment as provided in Section 6
below, the exercise price (the "Exercise Price") for the Warrant Shares shall
equal $1.33.

         (b) As used herein, "Fair Market Value" shall mean (i) if the Common
     Stock is then quoted on the Nasdaq National Market, the Nasdaq SmallCap
     Market or listed on any national securities exchange, the arithmetic
     average of the closing price of the Common Stock on such market or exchange
     for three consecutive trading days; or (ii) if not so quoted or listed, the
     average of the daily high bid and low asked prices in the over-the-counter
     market as reported by the National Association of Securities Dealers, Inc.
     Automated Quotation System or such other system then is use, on any trading
     day.
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     2.  Exchange of Warrants.  This Warrant, at any time prior to the exercise
hereof, upon presentation and surrender to the Company, may be exchanged, alone
or with other Warrants of like tenor registered in the name of Holder, for
another Warrant or several Warrants in the name of Holder, which shall each
provide for the purchase of the number of Warrant Shares as requested by Holder
thereof, so long as the aggregate number of Warrant Shares purchasable under the
new Warrant or Warrants equals the aggregate number of Warrant Shares
purchasable under the Warrant or Warrants surrendered.

     3.  Exercise of Warrant.  The Holder of this Warrant may, at any time on or
after the Effective Time, and on or before the Expiration Date, exercise this
Warrant in whole at any time or in part from time to time for the purchase of
the Warrant Shares which such Holder is then entitled to purchase hereunder at
the Exercise Price.  Unless all obligations and liabilities assumed by USC
Telecom, Inc. pursuant to that certain Assumption Agreement of even date
herewith have theretofore been paid in full, if at any time prior to the
Expiration Date, the Fair Market Value of the Common Stock is equal to or
greater than $2.50, RFC shall be deemed, on the next business day following such
determination of Fair Market Value (the "Deemed Exercise Date"), to have
exercised this Warrant with respect to at least 240,000 Warrant Shares (or such
lesser number as is then remaining under this Warrant).  Within three business
days after the Deemed Exercise Date, RFC shall deliver an Exercise Notice to the
Company with respect to such deemed exercise of this Warrant specifying,
consistent with the preceding sentence, the exact number of shares that it
desires to acquire pursuant to the exercise and including the payment of the
Exercise Price and all other information required to be delivered to exercise
this Warrant.

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

     No fractional shares are to be issued upon the exercise of this Warrant,
but the Company shall pay cash in respect of any fraction of a share which would
otherwise be issuable in an amount equal to the same fraction of the market
price per share of the Warrant Shares on the day of the exercise, as reasonably
determined by the Company.  If this Warrant shall have been exercised only in
part, the Company shall, at the time of delivery of said certificate or
certificates, make appropriate notation on this Warrant and return the same to
such Holder.  The

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

     4. Shelf Registration Under the Securities Act. As soon as practicable
after the Effective Time, but not later than 90 days after the Effective Time,
the Company shall file a registration statement on an appropriate form for a
continuous registered shelf offering under Rule 415 of the Securities Act (the
"Shelf Registration Statement") covering the registration of all of the Warrant
Shares (the "Shelf Registered Securities"). The Company shall use its best
efforts to cause the Shelf Registration Statement to be declared effective by
the Securities and Exchange Commission ("SEC") as soon as practicable following
the Effective Time, but not later than 180 days after the Effective Time, and
shall continuously maintain the effectiveness of the Shelf Registration
Statement at all times thereafter until the third anniversary after the exercise
of the last Warrant Shares (the "Last Exercise Date"). RFC's right to offer and
sell Shelf Registered Securities pursuant to the Shelf Registration Statement
shall be subject to the following limitations:

         (a) Notice of Proposed Sale. RFC shall give the Company written notice
     of its bona fide intention to sell Shelf Registered Securities pursuant to
     the Shelf Registration Statement at least five (5) business days in advance
     of the proposed date of sale, and the Company shall act as soon as
     practicable to make any necessary filings with the Securities and Exchange
     Commission and regulatory bodies as may be necessary to permit the sale of
     the Shelf Registered Securities.

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

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

     5.  Piggyback Registration Under the Securities Act.

     If, at any time, the Company proposes to register under the Securities Act,
any of its Common Stock (whether in a primary or secondary offering), or
securities convertible into or

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

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

         (a) If, prior to the expiration of this Warrant by exercise or by its
     terms, the Company shall issue any of its shares as a share dividend or
     subdivide the number of outstanding shares into a greater number of shares,
     then, in either of such cases, the exercise price shall be proportionately
     decreased and the number of Warrant Shares at the time purchasable pursuant
     to this Warrant shall be proportionately increased; and conversely, in the
     event the Company shall contract the number of outstanding shares by
     combining the shares into a smaller number of shares, then, in such case,
     the exercise price shall be proportionately increased and the number of
     Warrant Shares at that time purchasable pursuant to this Warrant shall be
     proportionately decreased. If the Company shall, at any time during the
     life of this Warrant, declare a dividend payable in cash on its shares and
     shall at substantially the same time offer to its shareholders a right to
     purchase new shares from the proceeds of such dividend or for an amount
     substantially equal to the dividend, all shares so issued shall, for the
     purpose of this Warrant, be deemed to have been issued as a share dividend.
     Any dividend paid or distributed upon the shares in shares

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     of any other class or securities convertible into shares shall be treated
     as a dividend paid in shares to the extent that shares are issuable upon
     the conversion thereof.

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

         (c) In case:

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

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

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

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

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

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to be fixed, as of which holders of shares of record shall be entitled to
exchange their shares for securities or other property deliverable upon such
classification, reclassification, reorganization, consolidation, merger,
conveyance, dissolution, liquidation or winding up, as the case may be.

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

     7.  Representations and Warranties of the Company.  The Company represents
and warrants that the Warrant Shares to be issued upon exercise of this Warrant
will be validly issued, fully paid, and nonassessable.

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

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

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

     11. Restrictions on Transfer. Each Holder of the Warrant or Warrant Shares
hereby acknowledges being informed that the Warrant or Warrant Shares must be
held by him indefinitely unless the Warrant or Warrant Shares are registered for
sale by such Holder under the Securities Act or an exemption from such
registration is available. Each certificate for Warrant Shares issued upon
exercise of Warrants shall bear a legend to the effect that such Warrant Shares
may not be transferred except upon compliance with the provisions of the
Securities Act. This Warrant is transferable only on the books of the Company by
the Holder in person or by attorney, on surrender of this Warrant, properly
endorsed.

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

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

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<PAGE>

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

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

Dated:  January 27, 1999                  EQUALNET COMMUNICATIONS CORP


                                          By: /S/ Mitchell Bodian
                                              ----------------------------------
                                              Mitchell Bodian
                                              Chief Executive Officer

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                                  SUBSCRIPTION

To:     EqualNet Communications Corp.

     The undersigned, the Holder of the within Warrant, hereby irrevocably
elects to exercise the purchase rights represented by such Warrant for, and to
purchase thereunder, ________ shares of the Company, and herewith makes payment
of $____________ therefor, and requests that the certificate for such shares be
issued in the name of and be delivered to __________________________, whose
address is ___________________________________.

                                             RFC Capital Corporation


Date:                                        By:
      ---------------------                      ------------------------------
                                                 Name:
                                                 Its:


                                   ASSIGNMENT

     For value received, the undersigned hereby sells, assigns and transfers
unto _________________ the right represented by the within Warrant to purchase
from the Company   ________ shares of the Company as provided by the within
Warrant and appoints __________________________ attorney to transfer such right
on the books of the Company with full power or substitution in the premises.


Signed in the presence of:                   RFC Capital Corporation


                                             By:
---------------------------                      ------------------------------
                                                 Name:
                                                 Its:

Dated:
      ---------------------

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