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                                                                    EXHIBIT 10.7



                               AMENDMENT NO. ONE
                        TO GENERAL EMPLOYMENT AGREEMENT

         THIS AMENDMENT NO. ONE dated this 2nd day of January, 1996 is made by
and between Intelect Communications Systems Limited, a Bermuda Company (the
"Company") and Peter Leighton (the "Employee"), and is entered into to amend as
set forth herein, the terms and provisions of that certain General Employment
Agreement dated November 1, 1994 by and between the Company and Employee.

         For and in consideration of the mutual covenants and agreements set
forth herein, the Company and Employee hereby amend the General Employment
Agreement as set forth herein:

         1.      Term. Section II of the General Employment Agreement is hereby
                 amended to be and read as follows:

                 II.      TERM.   Subject to the provisions for termination as
                          hereinafter provided, the term of this Agreement, as
                          amended from time to time, shall be for an initial
                          term from November 1, 1994 to December 31, 1996.
                          Thereafter, the term shall be continuous provided,
                          however, that this Agreement may be terminated by
                          Employee or the company in the following manner: if
                          either party so desires to terminate this Agreement,
                          it shall provide written notice to the other party,
                          and the effective date of such termination shall be
                          on the next December 31 following three (3) years
                          from the other party's receipt of such notice of
                          termination. For example, if a party sends notice of
                          termination and it is received by the other party on
                          July 1, 1998, then the effective date of termination
                          shall be December 31, 2001.

         2.      Position. Section III of the General Employment Agreement is
                 hereby amended to be and read as follows:

                 III.     POSITION. Employee has extensive experience in
                          management, debt and equity financing, mergers and
                          acquisitions, administration and public reporting of
                          international corporate groups which is deemed
                          beneficial to the Company and which the Company
                          wishes to apply to its activities and plans. Employee
                          will hold the executive position of President and
                          will be the Company's designee for similar or related
                          positions on the boards of directors of the Company's
                          subsidiaries and affiliates, which may also provide
                          for compensation for such additional responsibilities
                          and obligations. Employee will be responsible for
                          advising and making recommendations to the Board of
                          Directors of the Company with respect to the best
                          interests of the Company. He will operate within the
                          Company's bylaws, goals, guidelines, budgets,
                          directives, policies and procedures.
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         3.      Compensation, The first sentence of Section IV is hereby
                 amended to be and read as follows:

                 IV.      COMPENSATION.    Employee's basic compensation
                          ("Basic Compensation") shall be $250,000 for each
                          yearly period of the Term of this Agreement payable
                          in equal monthly installments on the last day of each
                          month or as otherwise agreed upon between the
                          parties.

         4.      Miscellaneous. A new Section XIV shall be added, and such
                 Section XIV as added shall be and read as follows:

                 XIV.     MISCELLANEOUS. It is expressly agreed between the
                          Company and Employee that with respect to any options
                          granted by the Company to the Employee which are
                          outstanding as of the effective date of termination
                          of this Agreement, the expiration date of such
                          options shall be the effective date of termination of
                          this Agreement. In addition, in the event the Company
                          terminates Employee's employment pursuant to the
                          second sentence of Section X of this Agreement, all
                          unvested options issued and outstanding to Employee
                          as of the date of such termination shall vest upon
                          such termination. The parties agree that all
                          currently issued and outstanding options and all
                          options to be granted in the future to Employee shall
                          reflect the agreements set forth in this Section XIV.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.




                                             "COMPANY"


                                             INTELECT COMMUNICATIONS
                                             SYSTEMS LIMITED





                                             /s/ HERMAN FRIETSCH
                                             -----------------------------------
                                             Herman Frietsch, Executive Chairman





                                             "EMPLOYEE"





                                             /s/ PETER G. LEIGHTON
                                             -----------------------------------
                                             Peter G. Leighton