REGISTRATION RIGHTS AGREEMENT

      This Registration Rights Agreement, dated as of April 24, 1998 is entered
into between EQUALNET HOLDING CORP., a Texas corporation (the "Company") and
JAMES R. CRANE, a natural person residing in Texas ("Crane").

                                   RECITALS

      In connection with the consummation of the transactions contemplated by
the certain Stock and Warrant Purchase Agreement dated April 24, 1998 among the
Company and Crane (the "Agreement"), 3,400,000 shares (the "Shares") of the
Common Stock of the Company, $.01 par value per share (the "Common Stock"), and
a warrant (the "Warrant") for the purchase of an additional 170,000 shares of
Common Stock were issued to Crane.

      Pursuant to the terms of this Agreement, the Company has agreed to grant
to Crane (and his successors and permitted assigns) certain registration rights
with respect to the Shares and the Common Stock issuable upon exercise of the
Warrant (collectively, the "Registrable Shares").

      NOW, THEREFORE, in and for the mutual covenants and agreements set forth
herein, the Company and Crane agree as follows:

A.    REGISTRATION RIGHTS.

      1. DEMAND REGISTRATION RIGHTS. (a) The Company covenants and agrees with
Crane that within 60 days after receipt of a written request from Crane (the
"Initiating Holder"), the Company shall file a registration statement (and use
its commercially reasonable efforts to cause such registration statement to
become effective under the Securities Act of 1933, as amended (the "Securities
Act")) with respect to the offering and sale or other disposition of any number
of shares of the Registrable Securities (the "Demand Securities"); provided that
the Company may defer its obligations under this Section 1 for a period of no
more than 90 days if the Company's Board of Directors adopts a resolution that
filing such a registration statement would require a public disclosure by the
Company which disclosure would have material adverse consequences for the
Company, such as a disclosure regarding a pending material acquisition by the
Company; provided further that once such information has been publicly
disclosed, then the Company shall promptly proceed to fulfill its obligations
under this Section 1. The
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Company shall continuously maintain the effectiveness of such registration
statement for the lesser of (i) 180 days after the effective date of the
registration statement or (ii) the consummation of the distribution by the
holders of the Demand Securities covered by such registration statement (the
ATermination Date@); provided, however, that if at the Termination Date, the
Demand Securities are covered by a registration statement which also covers
other securities and which is required to remain in effect beyond the
Termination Date, the Company shall maintain in effect such registration
statement as it relates to the Demand Securities for so long as such
registration statement (or any subsequent registration statement) remains or is
required to remain in effect for any of such other securities. The Company shall
not be required to comply with more than two requests for registration pursuant
to this Section 1. In addition, the Company shall be required to effect up to
three registrations of the Registerable Securities on Form S-3 or any successor
to such form promulgated under the Securities Act at the request of Crane;
PROVIDED that the requirements for use of such from set forth in the
instructions to such form are met. All expenses of such registration shall be
borne by the Company, except that underwriting commissions and expenses
attributable to the Demand Securities and fees and disbursements of counsel and
other advisors (if any) to the Initiating Holder will be borne by such holders
requesting that such securities be offered.

      (b) If the Initiating Holder intends to distribute the Demand Securities
covered by their request by means of an underwriting, they shall so advise the
Company as a part of their request made pursuant to this Section 1. The right of
any other holder to registration pursuant to this Section 1 shall be conditioned
upon such holder's participation in such underwriting and the inclusion of such
holder's Demand Securities in the underwriting (unless otherwise mutually agreed
by a majority in interest of the Initiating Holder and such holder with respect
to such participation and inclusion) to the extent provided herein. A holder may
elect to include in such underwriting all or a part of the Demand Securities it
holds. If other holders of registration rights request inclusion in any
registration statement pursuant to this Section 1(b), such holders may be
included in the underwriting conditioned on their acceptance of the further
applicable provisions of this Section 1(b). The Company shall (together with
other holders proposing to distribute their securities through such
underwriting) enter into an underwriting agreement in customary form with a
representative of the underwriter or underwriters selected for such underwriting
by a majority in interest of the Initiating Holder. If the representative
advises the Initiating Holder in writing that marketing factors require a
limitation on the number of shares to be underwritten, then securities held by
holders other than the Initiating Holder shall be excluded from such
registration to the extent so required by such limitation.

      2. PIGGY-BACK REGISTRATION RIGHTS. The Company covenants and agrees with
Crane that, in the event the Company proposes to file a registration statement
under the Securities Act with respect to a firm commitment offering of Common
Stock (other than in connection with an exchange offer or a registration
statement on Form S-4 or S-8 or other similar registration statements not
available to register securities so requested to be
<PAGE>
included), the Company shall in each case give written notice of such proposed
filing to Crane at least 30 days before the earlier of the anticipated or the
actual effective date of the registration statement and at least ten days before
the initial filing of such registration statement and such notice shall offer to
such holders the opportunity to include in such registration statement such
number of shares of the Registrable Securities (the APiggyback Securities@) as
they may request. Holders desiring inclusion of Piggy-back Securities in such
registration statement shall so inform the Company by written notice, given
within ten days of the giving of such notice by the Company. The Company shall
permit, or shall cause the managing underwriter of a proposed offering to
permit, the holders of Piggy-back Securities requested to be included in the
registration to include such securities in the proposed offering on the same
terms and conditions as applicable to securities of the Company, if any,
included therein for the account of any person other than the Company and the
holders. Notwithstanding the foregoing, if any such managing underwriter shall
advise the Company in writing that, in its opinion, the distribution of
securities by holders thereof, including all or a portion of the Piggy-back
Securities, requested to be included in the registration concurrently with the
securities being registered by the Company, would materially adversely affect
the distribution of such securities by the Company for its own account, then the
holders of the Registrable Securities shall delay their offering and sale of the
Registrable Securities (or the portions thereof so designated by such managing
underwriter) for such period, not to exceed 120 days, as the managing
underwriter shall request, provided that if any other securities are included in
such registration statement for the account of any person other than the Company
and the holders of Piggy-back Securities, then such securities, including the
Piggy-back Securities, so included shall be apportioned among holders who wish
to be included therein pro rata according to amounts so requested to be included
by each such person. No such delay shall in any event impair any right granted
hereunder to make subsequent requests for inclusion pursuant to the terms of
this Section 2. The Company shall continuously maintain in effect any
registration statement with respect to which the Piggy-back Securities have been
requested to be included (and so included) for a period of not less than 180
days after the effectiveness of such registration statement (APiggy-back
Termination Date@); provided, however, that if at the Piggy-back Termination
Date the Piggy-back Securities are covered by a registration statement which is,
or is required to remain, in effect beyond the Piggy-back Termination Date, the
Company shall maintain in effect the registration statement as it relates to the
Piggy-back Securities for so long as such registration statement remains or is
required to remain in effect for any of such other securities. All expenses of
such registration shall be borne by the Company, except that underwriting
commissions and expenses attributable to the Piggy-back Securities and fees and
distributions of counsel and other advisors (if any) to the holders requesting
that the Piggy-back Securities be offered will be borne by such holders.

      3. OTHER MATTERS. In connection with the registration of Registrable
Securities in accordance with Sections 1 or 2 above, the Company agrees to:
<PAGE>
            (i) Use its commercially reasonable efforts to register or qualify
      the Registrable Securities for offer or sale under state securities or
      Blue Sky laws of such jurisdictions in which the holders of such
      Registrable Securities shall designate; provided that in no event shall
      the Company be obligated to qualify to do business in any jurisdiction
      where it is not now so qualified or to take any action which would subject
      it to general service of process in any jurisdiction where it is not now
      so subject, and use its commercially reasonable efforts to do any and all
      other acts and things which may be necessary or advisable to enable the
      holders of Registrable Securities to consummate the sale, transfer, or
      other disposition of such securities in any jurisdiction;

            (ii) Enter into indemnity and contribution agreements, each in
      customary form, with each underwriter, if any, and each holder of
      Registrable Securities included in such registration statement; and, if
      requested, enter into an underwriting agreement containing customary
      representations, warranties, covenants, allocation of expenses, and
      customary closing conditions including, but not limited to, opinions of
      counsel and accountants= cold comfort letters with any underwriter who
      participates in the offering of Registrable Securities;

            (iii) Pay all expenses in connection with the registration of the
      Registrable Securities under the Securities Act and compliance with the
      provisions of clause (i) above, except to the extent otherwise provided in
      Sections 1 or 2; and

            (iv) List or quote the Registrable Securities on each securities
      exchange or quotation system, if any, on which the Common Stock is listed
      or quoted.

      In connection with the registration of Registrable Securities in
accordance with Section 2, the holders agree to enter into an underwriting
agreement containing customary representations, warranties, covenants,
allocation of expenses (not otherwise inconsistent with this Agreement), and
customary closing conditions, with any underwriter who participates in the
offering of Registrable Securities.

      4. RESTRICTIONS ON PUBLIC SALE BY THE COMPANY. The Company agrees not to
effect any public sale or distribution of any shares of Common Stock or any
securities convertible into or exchangeable or exercisable for such shares of
Common Stock (or any option or other right for such securities), except for any
securities that may be issued to the holders upon conversion of Preferred Stock,
during the 15-day period prior to, and during the 60-day period beginning on the
effective date of any registration statement under which the Registrable
Securities are registered in accordance with Sections 1 or 2 above (other than
as part of such registration).

      5. RULE 144. With a view to making available to Crane the benefits of
certain rules of the Securities and Exchange Commission (the ACommission@) that
may permit
<PAGE>
the sale of Registrable Securities to the public without registration, the
Company hereby covenants and agrees to use its commercially reasonable best
efforts to: (i) file in a timely manner all reports and other documents required
to be filed by it under the Securities Act and the Securities Exchange Act of
1934, as amended, and the rules and regulations adopted by the Commission
thereunder necessary to permit sales under Rule 144 under the Securities Act,
and the Company will take such further action to the extent reasonably required
from time to time to permit Crane to sell Registrable Securities (whether or not
any such securities have been the subject of a demand or piggy-back request
under Sections 1 and 2 hereof) without registration under the Securities Act
within the limitation of the exemptions provided by (A) Rule 144 under the
Securities Act, as such Rule may be amended from time to time, or (B) any
similar rule or regulation hereafter adopted by the Commission and (ii) promptly
furnish to Crane a copy of all such reports and documents upon request. Upon the
request of Crane, the Company will deliver to Crane a written statement as to
whether it has complied with such requirements.

      6. OTHER REGISTRATION RIGHTS. The Company hereby agrees that it shall not
grant any additional registration rights with respect to shares of its Common
Stock, warrants to purchase its Common Stock or securities convertible into its
Common Stock, which are inconsistent with the provisions of this Agreement. The
Company hereby represents that, subject to the receipt of the Willis Group
Waiver (as defined in the Agreement), this Registration Rights Agreement does
not conflict with any outstanding registration rights granted by the Company
with respect to any shares of its Common Stock, warrants to purchase its Common
Stock or securities convertible into its Common Stock.

      7.    MISCELLANEOUS.

            (a) This Agreement may not be amended except by an instrument in
writing signed on behalf of each of the parties.

            (b) All covenants and agreements in this Agreement contained by or
on behalf of the parties hereto shall bind and inure to the benefit of the
respective successors and permitted assigns of the parties hereto and, to the
extent provided in this Agreement, to the benefit of any future holders of any
Registrable Securities. Neither this Agreement nor any of the rights, interest
or obligations hereunder shall be assigned by either of the parties hereto
without the prior written consent of the other party hereto. Subject to the
foregoing, nothing in this Agreement shall confer upon any person or entity not
a party to this Agreement, or the legal representatives of such person or
entity, any rights or remedies of any nature or kind whatsoever under or by
reason of this Agreement.

           (c) All communications provided for hereunder shall be sent by
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registered or certified mail and, if to Crane, to the following: James R. Crane,
15350 Vickery Drive, Houston, Texas 77032, with a copy to Gene J. Oshman, at
Baker & Botts, L.L.P., 3000 One Shell Plaza, 910 Louisiana, Houston, Texas
77002; if to the Company addressed to it at EqualNet Holding Corp., 1250 Wood
Branch Park Drive, Houston, Texas 77079-1212, Attn: General Counsel, with a copy
to Fulbright & Jaworski L.L.P., 1301 McKinney, Suite 5100, Houston, Texas 77010,
Attn: Robert F. Gray, Jr., or to such other address with respect to any party as
such party shall notify the other in writing; provided, however, that any such
communication to the Company may also, at the option of Crane, be either
delivered to the Company at the Company's address set forth above or to any
officer of the Company. Within five business days after the date of such mailing
(save for any postal interruption) such communication shall be deemed to have
been received.

            (d) This Agreement shall be construed and enforced in accordance
with, and the rights of the parties shall be governed by, the law of the State
of Texas without giving effect to the choice of law or conflicts principles
thereof. Any legal action or proceeding with respect to this Agreement may be
brought in the courts of the State of Texas or of the United States of America
for the Southern District of Texas, and, by execution and delivery of this
Agreement, the Company hereby accepts for itself and in respect of its property,
generally and unconditionally, the jurisdiction of the aforesaid courts. The
Company irrevocably consents to the service of process out of any of the
aforementioned courts in any such action or proceeding by the mailing of copies
thereof by registered or certified mail, postage prepaid, to the Company at its
address set forth in above, such service to become effect 30 days after such
mailing. Nothing herein shall affect the right of the Crane to serve process in
any other manner permitted by law or to commence legal proceedings or otherwise
proceed against the Company in any other jurisdiction.

            (e) In case any one or more of the covenants and/or agreements set
forth in this Agreement shall have been breached by the Company or Crane, the
Company or Crane, as applicable, may proceed to protect and enforce its or their
rights either by suit in equity and/or by action at law.

            (f) This Agreement contains the entire agreement among the parties
with respect to the subject matter hereof and supersede all prior and
contemporaneous arrangements or understandings with respect thereto.
<PAGE>
            (g) This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but which together
shall constitute a single agreement.


                                    EQUALNET HOLDING CORP.


                                    By:/S/ ROBERT H. TURNER
                                       Robert H. Turner, President and
                                       Chief Executive officer

                                      /S/ JAMES R. CRANE
                                          JAMES R. CRANE