<PAGE>   1
                                                                   EXHIBIT 10.32



THE SECURITIES REPRESENTED BY THIS WARRANT AND THE COMMON STOCK ISSUABLE
THEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR ANY OTHER APPLICABLE SECURITIES LAW AND,
ACCORDINGLY, THE SECURITIES REPRESENTED BY THIS WARRANT MAY NOT BE RESOLD,
PLEDGED, OR OTHERWISE TRANSFERRED, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER, OR IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER, THE
SECURITIES ACT AND IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS.


                                    WARRANT

                          to Purchase Common Stock of

                    INTELECT COMMUNICATIONS SYSTEMS LIMITED

                         Expiring on February 26, 2002


         This Common Stock Purchase Warrant (the "Warrant") certifies that for
value received, St. James Capital Corp., a Delaware corporation (the "Holder")
or its assigns, is entitled to subscribe for and purchase from the Company (as
hereinafter defined), in whole or in part, 300,000 shares of duly authorized,
validly issued, fully paid and nonassessable shares of Common Stock (as
hereinafter defined) at an initial Exercise Price (as hereinafter defined) per
share of $5.00, subject, however, to the provisions and upon the terms and
conditions hereinafter set forth.  The number of Warrants (as hereinafter
defined), the number of shares of Common Stock purchasable hereunder, and the
Exercise Price therefor are subject to adjustment as hereinafter set forth.
This Warrant and all rights hereunder shall expire at 5:00 p.m., Houston, Texas
time, on February 26, 2002.

         As used herein, the following terms shall have the meanings set forth
below:

         "Company" shall mean Intelect Communications Systems Limited, a
Bermuda corporation, and shall also include any successor thereto with respect
to the obligations hereunder, by merger, consolidation or otherwise.

         "Common Stock" shall mean and include the Company's Common Stock, par
value $0.01 per share, authorized on the date of the original issue of this
Warrant and shall also include (i) in case of any reorganization,
reclassification, consolidation, merger, share exchange or sale, transfer or
other disposition of assets of the character referred to in Section 3.5 hereof,
the stock, securities provided for in such Section 3.5, and (ii) any other
shares of common stock of the Company into which such shares of Common Stock
may be converted.

         "Exercise Price" shall mean the initial purchase price of $5.00 per
share of Common Stock payable upon exercise of the Warrants, as adjusted from
time to time pursuant to the provisions hereof.

         "Market Price" for any day, when used with reference to Common Stock,
shall mean the price of said Common Stock determined as follows: (x) the last
reported sale price for the Common Stock on such day on the principal
securities exchange on which the Common Stock is listed or admitted to trading
or if no such sale takes place on such date, the average of the closing bid and
asked prices thereof as officially reported, or, if not so listed or admitted
to trading on any securities exchange, the




<PAGE>   2
last sale price for the Common Stock on the National Association of Securities
Dealers National Market on such date, or, if there shall have been no trading
on such date or if the Common Stock shall not be listed on such system, the
average of the closing bid and asked prices in the over-the-counter market as
furnished by any NASD member firm selected from time to time by the Company for
such purpose, in each such case, unless otherwise provided herein, averaged
over a period of ten (10) consecutive Trading Days prior to the date as of
which the determination is to be made; or (y) if the Common Stock shall not be
listed or admitted to trading as provided in clause (x) above, the fair market
value of the Common Stock as determined in good faith by the Board of Directors
of the Company.

         "Note" shall mean the Promissory Note of the Company issued to St.
James Capital Corp. as of the date hereof in the original principal amount of
$2,500,000.

         "Outstanding," when used with reference to Common Stock, shall mean
(except as otherwise expressly provided herein) at any date as of which the
number of shares thereof is to be determined, all issued shares of Common
Stock, except shares then owned or held by or for the account of the Company.

         "Trading Days" shall mean any days during the course of which the
principal securities exchange on which the Common Stock is listed or admitted
to trading is open for the exchange of securities.

         "Warrant" shall mean the right upon exercise to purchase one Warrant
Share.

         "Warrant Shares" shall mean the shares of Common Stock purchased or
purchasable by the holder hereof upon the exercise of the Warrants.


                                   ARTICLE I.

                              EXERCISE OF WARRANTS

     I.1  Method of Exercise.  The Warrants represented hereby may be exercised
by the holder hereof, in whole or in part, at any time and from time to time on
or after the date hereof until 5:00 p.m., Houston, Texas time, on February 26,
2002.  To exercise the Warrants, the holder hereof shall deliver to the
Company, at the Warrant Office designated in Section 2.1 hereof, (i) a written
notice in the form of the Subscription Notice attached as an exhibit hereto,
stating therein the election of such holder to exercise the Warrants in the
manner provided in the Subscription Notice; (ii) payment in full of the
Exercise Price (A) in cash or by bank check for all Warrant Shares purchased
hereunder, or (B) if the Company and the holder mutually elect, through a
"cashless" or "net-issue" exercise of each such Warrant ("Cashless Exercise");
the holder shall exchange each Warrant subject to a Cashless Exercise for that
number of Warrant Shares determined by multiplying the number of Warrant Shares
issuable hereunder by a fraction, the numerator of which shall be the
difference between (x) the Market Price and (y) the Exercise Price for each
such Warrant, and the denominator of which shall be the Market Price; the
Subscription Notice shall set forth the calculation upon which the Cashless
Exercise is based, or (C) a combination of (A) and (B) above; and (iii) this
Warrant.  The Warrants shall be deemed to be exercised on the date of receipt
by the Company of the Subscription Notice, accompanied by payment for the
Warrant Shares and surrender of this Warrant, as aforesaid, and such date is
referred to herein as the "Exercise Date".  Upon such exercise, the Company
shall, as promptly as practicable and in any event within ten (10) business
days, issue and deliver to such holder a certificate or certificates for the
full number of the Warrant Shares purchased by such holder hereunder, and
shall, unless the Warrants have expired, deliver to the holder hereof a new
Warrant representing the number of Warrants, if any, that shall not have been
exercised, in all other respects identical to this



                                      2

<PAGE>   3
Warrant.  As permitted by applicable law, the Person in whose name the
certificates for Common Stock are to be issued shall be deemed to have become a
holder of record of such Common Stock on the Exercise Date and shall be
entitled to all of the benefits of such holder on the Exercise Date, including
without limitation the right to receive dividends and other distributions for
which the record date falls on or after the Exercise Date and to exercise
voting rights.

     I.2  Expenses and Taxes.  The Company shall pay all expenses, and taxes
(including, without limitation, all documentary, stamp, transfer or other
transactional taxes) other than income taxes attributable to the preparation,
issuance or delivery of the Warrants and of the shares of Common Stock issuable
upon exercise of the Warrants.

     I.3  Reservation of Shares.  The Company shall reserve at all times so
long as the Warrants remain outstanding, free from preemptive rights, out of
its treasury Common Stock or its authorized but unissued shares of Common
Stock, or both, solely for the purpose of effecting the exercise of the
Warrants, a sufficient number of shares of Common Stock to provide for the
exercise of the Warrants.

     I.4  Valid Issuance.  All shares of Common Stock that may be issued upon
exercise of the Warrants will, upon issuance by the Company, be duly and
validly issued, fully paid and nonassessable and free from all taxes, liens and
charges with respect to the issuance thereof and, without limiting the
generality of the foregoing, the Company shall take no action or fail to take
any action which will cause a contrary result (including, without limitation,
any action that would cause the Exercise Price to be less than the par value,
if any, of the Common Stock).

     I.5  Purchase Agreement.  The Warrants represented hereby are part of a
duly authorized issuance and sale of warrants to purchase Common Stock issued
and sold pursuant to that certain Letter of Intent dated as of February 14,
1997 (the "Agreement"), between the Company and the holder hereof.  The holder
hereof shall be entitled to registration under the Securities Act and any
applicable state securities or blue sky laws to the extent set forth in the
Registration Rights Agreement, as amended.  The terms of the Agreement are
hereby incorporated herein for all purposes and shall be considered a part of
this Warrant as if they had been fully set forth herein.  Notwithstanding the
previous sentence, in the event of any conflict between the provisions of the
Agreement and of this Warrant, the provisions of this Warrant shall control.

     I.6  Acknowledgment of Rights.  At the time of the exercise of the
Warrants in accordance with the terms hereof and upon the written request of
the holder hereof, the Company will acknowledge in writing its continuing
obligation to afford to such holder any rights (including, without limitation,
any right to registration of the Warrant Shares) to which such holder shall
continue to be entitled after such exercise in accordance with the provisions
of this Warrant; provided, however, that if the holder hereof shall fail to
make any such request, such failure shall not affect the continuing obligation
of the Company to afford to such holder any such rights.

     I.7  No Fractional Shares.  The Company shall not be required to issue
fractional shares of Common Stock on the exercise of this Warrant.  If more
than one Warrant shall be presented for exercise at the same time by the same
holder, the number of full shares of Common Stock which shall be issuable upon
such exercise shall be computed on the basis of the aggregate number of whole
shares of Common Stock purchasable on exercise of the Warrants so presented.
If any fraction of a share of Common Stock would, except for the provisions of
this Section 1.7, be issuable on the exercise of this Warrant, the Company
shall pay an amount in cash calculated by it to be equal to the Market Price of
one share of Common Stock at the time of such exercise multiplied by such
fraction computed to the nearest whole cent.





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                                 ARTICLE II.

                                  TRANSFER

     II.1  Warrant Office.  The Company shall maintain an office for certain
purposes specified herein (the "Warrant Office"), which office shall initially
be the Company's offices at Reid House, 31 Church Street, Hamilton, Bermuda
HM12, and may subsequently be such other office of the Company or of any
transfer agent of the Common Stock in the continental United States as to which
written notice has previously been given to the holder hereof.  The Company
shall maintain, at the Warrant Office, a register for the Warrants in which the
Company shall record the name and address of the Person in whose name this
Warrant has been issued, as well as the name and address of each permitted
assignee of the rights of the registered owner hereof.

     II.2  Ownership of Warrants.  The Company may deem and treat the Person in
whose name the Warrants are registered as the holder and owner hereof
(notwithstanding any notations of ownership or writing hereon made by anyone
other than the Company) for all purposes and shall not be affected by any
notice to the contrary until presentation of this Warrant for registration of
transfer as provided in this Article II.  Notwithstanding the foregoing, the
Warrants represented hereby, if properly assigned in compliance with this
Article II, may be exercised by an assignee for the purchase of Warrant Shares
without having a new Warrant issued.

     II.3  Restrictions on Transfer of Warrants.  The Company agrees to maintain
at the Warrant Office books for the registration and transfer of the Warrants.
Subject to the restrictions on transfer of the Warrants in this Section 2.3,
the Company, from time to time, shall register the transfer of the Warrants in
such books upon surrender of this Warrant at the Warrant Office properly
endorsed or accompanied by appropriate instruments of transfer and written
instructions for transfer satisfactory to the Company.  Upon any such transfer
and upon payment by the holder or its transferee of any applicable transfer
taxes, new Warrants shall be issued to the transferee and the transferor (as
their respective interests may appear) and the surrendered Warrants shall be
cancelled by the Company.  The Company shall pay all taxes (other than
securities transfer taxes or income taxes) and all other expenses and charges
payable in connection with the transfer of the Warrants pursuant to this
Section 2.3.

          II.3.1    Restrictions in General.  The holder of the Warrants agrees
that it will neither (i) transfer the Warrants prior to delivery to the Company
of written notice of such transfer, nor (ii) transfer such Warrant Shares prior
to delivery to the Company of written notice of such transfer, or until
registration of such Warrant Shares under the Securities Act and any applicable
state securities or blue sky laws has become effective.

     II.4  Compliance with Securities Laws.  Subject to the terms of the
Registration Rights Agreement between the Holder and the Company dated as of
the date hereof and notwithstanding any other provisions contained in this
Warrant, the holder hereof understands and agrees that the following
restrictions and limitations shall be applicable to all Warrant Shares and to
all resales or other transfers thereof pursuant to the Securities Act:

          II.4.1    The holder hereof agrees that the Warrant Shares shall not
be sold or otherwise transferred unless the Warrant Shares are registered under
the Securities Act and applicable state securities or blue sky laws or are
exempt therefrom.

          II.4.2    A legend in substantially the following form will be placed
on the certificate(s) evidencing the Warrant Shares:





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               "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
          REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
          "SECURITIES ACT"), OR ANY OTHER APPLICABLE SECURITIES LAW AND,
          ACCORDINGLY, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT
          BE RESOLD, PLEDGED, OR OTHERWISE TRANSFERRED, EXCEPT PURSUANT TO AN
          EFFECTIVE REGISTRATION STATEMENT UNDER, OR IN A TRANSACTION EXEMPT
          FROM REGISTRATION UNDER, THE SECURITIES ACT AND IN ACCORDANCE WITH
          ANY OTHER APPLICABLE SECURITIES LAWS."

          II.4.3    Stop transfer instructions will be imposed with respect to
the Warrant Shares so as to restrict resale or other transfer thereof, subject
to this Section 2.4.

          II.4.4    The holder understands that it must bear the economic risk
of the investment for an indefinite period of time because the Warrant Shares
have not been registered under the Securities Act and therefore cannot be sold
unless they are subsequently registered under the Securities Act or an
exemption from such registration is available.  The holder acknowledges that
the holder or the holder's representative is familiar with the condition,
financial and otherwise, of the Company.  The holder or the holder's
representative has such knowledge and experience in financial and business
matters that the holder or the holder's representative is able to weigh the
information so received and to evaluate the merits and risks of the holder's
investment in the Warrant Shares.

                                  ARTICLE III.

                                 ANTI-DILUTION

     III.1     Anti-Dilution Provisions.  The Exercise Price shall be subject
to1. adjustment from time to time as hereinafter provided.  Upon each
adjustment of the Exercise Price, the holder of this Warrant shall thereafter
be entitled to purchase, at the Exercise Price resulting from such adjustment,
the number of shares of Common Stock obtained by multiplying the Exercise Price
in effect immediately prior to such adjustment by the number of shares
purchasable pursuant hereto immediately prior to such adjustment and dividing
the product thereof by the Exercise Price resulting from such adjustment.

     III.2     Adjustment of Exercise Price Upon Issuance of Common Stock.

          III.2.1   (A)  If and whenever after the date hereof the Company
shall issue or sell any Common Stock for no consideration or for a
consideration per share less than the Exercise Price, then, forthwith upon such
issue or sale, the Exercise Price shall be reduced (but not increased, except
as otherwise specifically provided in Section 3.2.2(C) hereof), to the price
(calculated to the nearest one-ten thousandth of a cent) determined by dividing
(x) an amount equal to the sum of (i) the aggregate number of shares of Common
Stock outstanding immediately prior to such issue or sale multiplied by the
consideration received by the Company upon such issuance or sale on a per share
basis plus (ii) the consideration received by the Company upon such issue or
sale by (y) the aggregate number of shares of Common Stock outstanding
immediately after such issue or sale.

               (B)  Notwithstanding the provisions of this Section 3.2, no
adjustment shall be made in the Exercise Price in the event that the Company
issues, in one or more transactions,





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<PAGE>   6
(i) Common Stock or convertible securities upon exercise of any options issued
to officers, directors or employees of the Company pursuant to a stock option
plan or an employment, severance or consulting agreement as now or hereafter in
effect, in each case approved by the Board of Directors (provided that the
aggregate number of shares of Common Stock which may be issuable, including
options issued prior to the date hereof, under all such employee plans and
agreements shall at no time exceed the number of such shares of Common Stock
that are issuable under currently effective employee plans and agreements);
(ii) Common Stock upon exercise of the Warrants or any other warrant issued
pursuant to the terms of the Agreement or otherwise issued to the Holder; (iii)
Common Stock upon exercise of any stock purchase warrant or option (other than
the options referred to in clause (i) above) or other convertible security
outstanding on the date hereof; (iv) Common Stock upon conversion of the Note;
or (v) Common Stock issued as consideration in acquisitions.  In addition, for
purposes of calculating any adjustment of the Exercise Price as provided in
this Section 3.2, all of the shares of Common Stock issuable pursuant to any of
the foregoing shall be assumed to be outstanding prior to the event causing
such adjustment to be made.

          III.2.2   For purposes of this Section 3.2, the following Sections
3.2.2(A) to 3.2.2(E) inclusive, shall be applicable:

          (A)  Issuance of Rights or Options.  In case at any time after the
     date hereof the Company shall in any manner grant (whether directly or by
     assumption in a merger or otherwise) any rights to subscribe for or to
     purchase, or any options for the purchase of, Common Stock or any stock or
     securities convertible into or exchangeable for Common Stock (such
     convertible or exchangeable stock or securities being herein called
     "Convertible Securities"), whether or not such rights or options or the
     right to convert or exchange any such Convertible Securities are
     immediately exercisable, and the price per share for which shares of
     Common Stock are issuable upon the exercise of such rights or options or
     upon conversion or exchange of such Convertible Securities (determined by
     dividing (i) the total amount, if any, received or receivable by the
     Company as consideration for the granting of such rights or options, plus
     the minimum aggregate amount of additional consideration, if any, payable
     to the Company upon the exercise of such rights or options, or plus, in
     the case of such rights or options that relate to Convertible Securities,
     the minimum aggregate amount of additional consideration, if any, payable
     upon the issue or sale of such Convertible Securities and upon the
     conversion or exchange thereof, by (ii) the total maximum number of shares
     of Common Stock issuable upon the exercise of such rights or options or
     upon the conversion or exchange of all such Convertible Securities
     issuable upon the exercise of such rights or options) shall be less than
     the Exercise Price in effect as of the date of granting such rights or
     options, then the total maximum number of shares of Common Stock issuable
     upon the exercise of such rights or options or upon conversion or exchange
     of all such Convertible Securities issuable upon the exercise of such
     rights or options shall be deemed to be outstanding as of the date of the
     granting of such rights or options and to have been issued for such price
     per share, with the effect on the Exercise Price specified in Section
     3.2.1 hereof.  Except as provided in Section 3.2.2 hereof, no further
     adjustment of the Exercise Price shall be made upon the actual issuance of
     such Common Stock or of such Convertible Securities upon exercise of such
     rights or options or upon the actual issuance of such Common Stock upon
     conversion or exchange of such Convertible Securities.

          (B)  Change in Option Price or Conversion Rate.  Upon the happening
     of any of the following events, namely, if the purchase price provided for
     in any right or option referred to in Section 3.2.2, the additional
     consideration, if any, payable upon the conversion or exchange of any
     Convertible Securities referred to in Section 3.2.2, or the rate at which
     any Convertible Securities referred to in Section 3.2.2, are convertible
     into or exchangeable for Common Stock shall change (other than under or by
     reason of provisions designed to protect against dilution),





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<PAGE>   7
     the Exercise Price then in effect hereunder shall forthwith be readjusted
     (increased or decreased, as the case may be) to the Exercise Price that
     would have been in effect at such time had such rights, options or
     Convertible Securities still outstanding provided for such changed
     purchase price, additional consideration or conversion rate, as the case
     may be, at the time initially granted, issued or sold.  On the expiration
     of any such option or right referred to in Section 3.2.2, or on the
     termination of any such right to convert or exchange any such Convertible
     Securities referred to in Section 3.2.2, the Exercise Price then in effect
     hereunder shall forthwith be readjusted (increased or decreased, as the
     case may be) to the Exercise Price that would have been in effect at the
     time of such expiration or termination had such right, option or
     Convertible Securities, to the extent outstanding immediately prior to
     such expiration or termination, never been granted, issued or sold, and
     the Common Stock issuable thereunder shall no longer be deemed to be
     outstanding.  If the purchase price provided for in Section 3.2.2 or the
     rate at which any Convertible Securities referred to in Section 3.2.2
     reduced at any time under or by reason of provisions with respect thereto
     designed to protect against dilution, then in case of the delivery of
     Common Stock upon the exercise of any such right or option or upon
     conversion or exchange of any such Convertible Securities, the Exercise
     Price then in effect hereunder shall, if not already adjusted, forthwith
     be adjusted to such amount as would have obtained had such right, option
     or Convertible Securities never been issued as to such Common Stock and
     had adjustments been made upon the issuance of the Common Stock delivered
     as aforesaid, but only if as a result of such adjustment the Exercise
     Price then in effect hereunder is thereby reduced.

          (C)  Consideration for Stock.  In case at any time Common Stock or
     Convertible Securities or any rights or options to purchase any such
     Common Stock or Convertible Securities shall be issued or sold for cash,
     the consideration therefor shall be deemed to be the amount received by
     the Company therefor.  In case at any time any Common Stock, Convertible
     Securities or any rights or options to purchase any such Common Stock or
     Convertible Securities shall be issued or sold for consideration other
     than cash, the amount of the consideration other than cash received by the
     Company shall be deemed to be the fair value of such consideration, as
     determined reasonably and in good faith by the Board of Directors of the
     Company.  In case at any time any Common Stock, Convertible Securities or
     any rights or options to purchase any Common Stock or Convertible
     Securities shall be issued in connection with any merger or consolidation
     in which the Company is the surviving corporation, the amount of
     consideration received therefor shall be deemed to be the fair value, as
     determined reasonably and in good faith by the Board of Directors of the
     Company, of such portion of the assets and business of the nonsurviving
     corporation as such Board of Directors may determine to be attributable to
     such Common Stock, Convertible Securities, rights or options as the case
     may be.  In case at any time any rights or options to purchase any shares
     of Common Stock or Convertible Securities shall be issued in connection
     with the issuance and sale of other securities of the Company, together
     consisting of one integral transaction in which no consideration is
     allocated to such rights or options by the parties, such rights or options
     shall be deemed to have been issued with consideration.

          (D)  Record Date.  In the case the Company shall take a record of the
     holders of its Common Stock for the purpose of entitling them (i) to
     receive a dividend or other distribution payable in Common Stock or
     Convertible Securities, or (ii) to subscribe for or purchase Common Stock
     or Convertible Securities, then such record date shall be deemed to be the
     date of the issuance or sale of the Common Stock or Convertible Securities
     deemed to have been issued or sold as a result of the declaration of such
     dividend or the making of such other distribution or the date of the
     granting of such right of subscription or purchase, as the case may be.





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<PAGE>   8
          (E)  Treasury Shares.  The number of shares of Common Stock
     outstanding at any given time shall not include shares owned directly by
     the Company in treasury, and the disposition of any such shares shall be
     considered an issuance or sale of Common Stock for the purpose of this
     Section 3.2.

     III.3     Stock Dividends.  In case the Company shall declare a dividend
or make any other distribution upon any shares of the Company, payable in
Common Stock or Convertible Securities, any Common Stock or Convertible
Securities, as the case may be, issuable in payment of such dividend or
distribution shall be deemed to have been issued or sold without consideration.

     III.4     Stock Splits and Reverse Splits.  In the event that the Company
shall at any time subdivide its outstanding shares of Common Stock into a
greater number of shares, the Exercise Price in effect immediately prior to
such subdivision shall be proportionately reduced and the number of Warrant
Shares purchasable pursuant to this Warrant immediately prior to such
subdivision shall be proportionately increased, and conversely, in the event
that the outstanding shares of Common stock shall at any time be combined into
a smaller number of shares, the Exercise Price in effect immediately prior to
such combination shall be proportionately increased and the number of Warrant
Shares purchasable upon the exercise of this Warrant immediately prior to such
combination shall be proportionately reduced.   Except as provided in this
Section 3.4, no adjustment in the Exercise Price and no change in the number of
Warrant Shares purchasable shall be made under this Article III as a result of
or by reason of any such subdivision or combination.

     III.5     Reorganizations and Asset Sales.  If any capital reorganization
or reclassification of the capital stock of the Company, or any consolidation,
merger or share exchange of the Company with another Person, or the sale,
transfer or other disposition of all or substantially all of its assets to
another Person shall be effected in such a way that a holder of Common Stock of
the Company shall be entitled to receive capital stock, securities or assets
with respect to or in exchange for their shares, then the following provisions
shall apply:

          III.5.1   As a condition of such reorganization,
reclassification, consolidation, merger, share exchange, sale, transfer or
other disposition (except as otherwise provided below in this Section 3.5),
lawful and adequate provisions shall be made whereby the holder of Warrants
shall thereafter have the right to purchase and receive upon the terms and
conditions specified in this Warrant and in lieu of the Warrant Shares
immediately theretofore receivable upon the exercise of the rights represented
hereby, such shares of capital stock, securities or assets as may be issued or
payable with respect to or in exchange for a number of outstanding shares of
such Common Stock equal to the number of Warrant Shares immediately theretofore
so receivable had such reorganization, reclassification, consolidation, merger,
share exchange or sale not taken place, and in any such case appropriate
provision reasonably satisfactory to such holder shall be made with respect to
the rights and interests of such holder to the end that the provisions hereof
(including, without limitation, provisions for adjustments of the Exercise
Price and of the number of Warrant Shares receivable upon the exercise) shall
thereafter be applicable, as nearly as possible, in relation to any shares of
capital stock, securities or assets thereafter deliverable upon the exercise of
Warrants.

          III.5.2   In the event of a merger, share exchange or consolidation
of the Company with or into another Person as a result of which a number of
shares of common stock or its equivalent of the successor Person greater or
lesser than the number of shares of Common Stock outstanding immediately prior
to such merger, share exchange or consolidation are issuable to holders of
Common Stock, then the Exercise Price in effect immediately prior to such
merger, share exchange or consolidation shall be adjusted in the same manner as
though there were a subdivision or combination of the outstanding shares of
Common Stock.





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<PAGE>   9
          III.5.3   The Company shall not effect any such consolidation,
merger, share exchange, sale, transfer or other disposition unless prior to or
simultaneously with the consummation thereof the successor Person (if other
than the Company) resulting from such consolidation, share exchange or merger
or the Person purchasing or otherwise acquiring such assets shall have assumed
by written instrument executed and mailed or delivered to the holder hereof at
the last address of such holder appearing on the books of the Company the
obligation to deliver to such holder such shares of capital stock, securities
or assets as, in accordance with the foregoing provisions, such holder may be
entitled to receive, and all other liabilities and obligations of the Company
hereunder.  Upon written request by the holder hereof, such successor Person
will issue a new Warrant revised to reflect the modifications in this Warrant
effected pursuant to this Section 3.5.

          III.5.4   If a purchase, tender or exchange offer is made to and
accepted by the holders of 50% or more of the outstanding shares of Common
Stock, the Company shall not effect any consolidation, merger, share exchange
or sale, transfer or other disposition of all or substantially all of the
Company's assets with the Person having made such offer or with any affiliate
of such Person, unless prior to the consummation of such consolidation, merger,
share exchange, sale, transfer or other disposition the holder hereof shall
have been given a reasonable opportunity to then elect to receive upon the
exercise of the Warrants either the capital stock, securities or assets then
issuable with respect to the Common Stock or the capital stock, securities or
assets, or the equivalent, issued to previous holders of the Common Stock in
accordance with such offer.

     III.6     Adjustment for Asset Distribution.  If the Company declares a
dividend or other distribution payable to all holders of shares of Common Stock
in evidences of indebtedness of the Company or other assets of the Company
(including, cash (other than regular cash dividends declared by the Board of
Directors), capital stock (other than Common Stock, Convertible Securities or
options or rights thereto) or other property), the Exercise Price in effect
immediately prior to such declaration of such dividend or other distribution
shall be reduced by an amount equal to the amount of such dividend or
distribution payable per share of Common Stock, in the case of a cash dividend
or distribution, or by the fair value of such dividend or distribution per
share of Common Stock (as reasonably determined in good faith by the Board of
Directors of the Company), in the case of any other dividend or distribution.
Such reduction shall be made whenever any such dividend or distribution is made
and shall be effective as of the date as of which a record is taken for purpose
of such dividend or distribution or, if a record is not taken, the date as of
which holders of record of Common Stock entitled to such dividend or
distribution are determined.

     III.7     De Minimis Adjustments.  No adjustment in the number of shares
of Common Stock purchasable hereunder shall be required unless such adjustment
would require an increase or decrease of at least one share of Common Stock
purchasable upon an exercise of each Warrant and no adjustment in the Exercise
Price shall be required unless such adjustment would require an increase or
decrease of at least $0.01 in the Exercise Price; provided, however, that any
adjustments which by reason of this Section 3.7 are not required to be made
shall be carried forward and taken into account in any subsequent adjustment.
All calculations shall be made to the nearest full share or nearest one
hundredth of a dollar, as applicable.

     III.8     Notice of Adjustment.  Whenever the Exercise Price or the number
of Warrant Shares issuable upon the exercise of the Warrants shall be adjusted
as herein provided, or the rights of the holder hereof shall change by reason
of other events specified herein, the Company shall compute the adjusted
Exercise Price and the adjusted number of Warrant Shares in accordance with the
provisions hereof and shall prepare an Officer's Certificate setting forth the
adjusted Exercise Price and the adjusted number of Warrant Shares issuable upon
the exercise of the Warrants or specifying the other shares of stock,
securities or assets receivable as a result of such change in rights, and
showing in reasonable detail the facts and calculations upon which such
adjustments or other changes are based.





                                       9
<PAGE>   10
The Company shall cause to be mailed to the holder hereof copies of such
Officer's Certificate together with a notice stating that the Exercise Price
and the number of Warrant Shares purchasable upon exercise of the Warrants have
been adjusted and setting forth the adjusted Exercise Price and the adjusted
number of Warrant Shares purchasable upon the exercise of the Warrants.

     III.9     Notifications to Holders.  In case at any time the Company
proposes:

          (i)  to declare any dividend upon its Common Stock payable in capital
     stock or make any special dividend or other distribution (other than cash
     dividends) to the holders of its Common Stock;

          (ii) to offer for subscription pro rata to all of the holders of its
     Common Stock any additional shares of capital stock of any class or other
     rights;

          (iii)     to effect any capital reorganization, or reclassification
     of the capital stock of the Company, or consolidation, merger or share
     exchange of the Company with another Person, or sale, transfer or other
     disposition of all or substantially all of its assets; or

          (iv) to effect a voluntary or involuntary dissolution, liquidation or
     winding up of the Company,
then, in any one or more of such cases, the Company shall give the holder
hereof (a) at least 10 days' (but not more than 90 days') prior written notice
of the date of which the books of the Company shall close or a record shall be
taken for such dividend, distribution or subscription rights or for determining
rights to vote in respect of such issuance, reorganization, reclassification,
consolidation, merger, share exchange, sale, transfer, disposition,
dissolution, liquidation or winding up, and (b) in the case of any such
issuance, reorganization, reclassification, consolidation, merger, share
exchange, sale, transfer, disposition, dissolution, liquidation or winding up,
at least 10 days' (but not more than 90 days') prior written notice of the date
when the same shall take place.  Such notice in accordance with the foregoing
clause (a) shall also specify, in the case of any such dividend, distribution
or subscription rights, the date on which the holders of Common Stock shall be
entitled thereto, and such notice in accordance with the foregoing clause (b)
shall also specify the date on which the holders of Common Stock shall be
entitled to exchange their Common Stock, as the case may be, for securities or
other property deliverable upon such reorganization, reclassification,
consolidation, merger, share exchange, sale, transfer, disposition,
dissolution, liquidation or winding up, as the case may be.

     III.10    Company to Prevent Dilution.  If any event or condition occurs
as to which other provisions of this Article III are not strictly applicable or
if strictly applicable would not fairly protect the exercise or purchase rights
of the Warrants evidenced hereby in accordance with the essential intent and
principles of such provisions, or that might materially and adversely affect
the exercise or purchase rights of the holder hereof under any provisions of
this Warrant, then the Company shall make such adjustments in the application
of such provisions, in accordance with such essential intent and principles, so
as to protect such exercise and purchase rights as aforesaid, and any
adjustments necessary with respect to the Exercise Price and the number of
Warrant Shares purchasable hereunder so as to preserve the rights of the holder
hereunder.  In no event shall any such adjustment have the effect of increasing
the Exercise Price as otherwise determined  pursuant to this Article III except
in the event of a combination of shares of the type contemplated in Section 3.4
hereof, and then in no event to an amount greater than the Exercise Price as
adjusted pursuant to Section 3.4 hereof.





                                       10
<PAGE>   11
                                  ARTICLE IV.

                                 MISCELLANEOUS

     IV.1  Entire Agreement.  This Warrant, together with the Agreement, contain
the entire agreement between the holder hereof and the Company with respect to
the Warrant Shares purchasable upon exercise hereof and the related
transactions and supersedes all prior arrangements or understandings with
respect thereto.

     IV.2  Governing Law.  This warrant shall be governed by and construed in
accordance with the laws of the State of Texas.

     IV.3  Waiver and Amendment.  Any term or provision of this Warrant may be
waived at any time by the party which is entitled to the benefits thereof and
any term or provision of this Warrant may be amended or supplemented at any
time by agreement of the holder hereof and the Company, except that any waiver
of any term or condition, or any amendment or supplementation, of this Warrant
shall be in writing.  A waiver of any breach or failure to enforce any of the
terms or conditions of this Warrant shall not in any way effect, limit or waive
a party's rights hereunder at any time to enforce strict compliance thereafter
with every term or condition of this Warrant.

     IV.4  Illegality.  In the event that any one or more of the provisions
contained in this Warrant shall be determined to be invalid, illegal or
unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in any other respect and the remaining
provisions of this Warrant shall not, at the election of the party for whom the
benefit of the provision exists, be in any way impaired.

     IV.5  Copy of Warrant.  A copy of this Warrant shall be filed among the
records of the Company.

     IV.6  Notice.  Any notice or other document required or permitted to be
given or delivered to the holder hereof shall be in writing and delivered at,
or sent by certified or registered mail to such holder at, the last address
shown on the books of the Company maintained at the Warrant Office for the
registration of this Warrant or at any more recent address of which the holder
hereof shall have notified the Company in writing.  Any notice or other
document required or permitted to be given or delivered to the Company, other
than such notice or documents required to be delivered to the Warrant Office,
shall be delivered at, or sent by certified or registered mail to, the offices
of the Company at Reid House, 31 Church Street, Hamilton, Bermuda HM12 or such
other address within the continental United States of America as shall have
been furnished by the Company to the holder of this Warrant, with a copy to
Philip P. Sudan, Jr., Ryan & Sudan, L.L.P., 909 Fannin, 39th Floor, Houston,
Texas 77010.

     IV.7  Limitation of Liability; Not Stockholders.  No provision of this
Warrant shall be construed as conferring upon the holder hereof the right to
vote, consent, receive dividends or receive notices (other than as herein
expressly provided) in respect of meetings of stockholders for the election of
directors of the Company or any other matter whatsoever as a stockholder of the
Company.  No provision hereof, in the absence of affirmative action by the
holder hereof to purchase shares of Common Stock, and no mere enumeration
herein of the rights or privileges of the holder hereof, shall give rise to any
liability of such holder for the purchase price of any shares of Common Stock
or as a stockholder of the Company, whether such liability is asserted by the
Company or by creditors of the Company.

     IV.8  Exchange, Loss, Destruction, etc. of Warrant.  Upon receipt of
evidence satisfactory





                                       11
<PAGE>   12
to the Company of the loss, theft, mutilation or destruction of this
Warrant, and in the case of any such loss, theft or destruction upon
delivery of a bond of indemnity or such other security in such form and amount
as shall be reasonably satisfactory to the Company, or in the event of such
mutilation upon surrender and cancellation of this Warrant, the Company will
make and deliver a new Warrant of like tenor, in lieu of such lost, stolen,
destroyed or mutilated Warrant.  Any Warrant issued under the provisions of
this Section 4.8 in lieu of any Warrant alleged to be lost, destroyed or
stolen, or in lieu of any mutilated Warrant, shall constitute an original
contractual obligation on the part of the Company.  This Warrant shall be
promptly canceled by the Company upon the surrender hereof in connection with
any exchange or replacement.  The Company shall pay all taxes (other than
securities transfer taxes or income taxes) and all other expenses and charges
payable in connection with the preparation, execution and delivery of Warrants
pursuant to this Section 4.8.

     IV.9  Registration Rights.  The Warrant Shares shall be entitled to such
registration rights under the Securities Act and under applicable state
securities laws as are specified in the Registration Rights Agreement.

     IV.10  Headings.  The Article and Section and other headings herein are
for convenience only and are not a part of this Warrant and shall not affect
the interpretation thereof.





                                       12
<PAGE>   13
     IN WITNESS WHEREOF, the Company has caused this Warrant to be signed in
its name.

Dated:  February 26, 1997

                                    INTELECT COMMUNICATIONS SYSTEMS
                                      LIMITED



                                    By:
                                    Name:
                                    Title:





                                       13
<PAGE>   14
                              SUBSCRIPTION NOTICE

     The undersigned, the holder of the foregoing Warrant, hereby elects to
exercise purchase rights represented thereby for and to purchase thereunder,
________ shares of the Common Stock covered by such Warrant, and herewith makes
payment in full for such shares pursuant to Section 1.1 of such Warrant, and
requests (a) that certificates for such shares (and any other securities or
other property issuable upon such exercise) be issued in the name of, and
delivered to _____________________________________ and (b), if such shares
shall not include all of the shares issuable as provided in such Warrant, that
a new Warrant of like tenor and date for the balance of the shares issuable
thereunder be delivered to the undersigned.



                                              --------------------------------


Date:
     -------------------------------




                                       14
<PAGE>   15
                                   ASSIGNMENT


     For value received, _______________________, hereby sells, assigns, and
transfers unto _________________________ the within Warrant, together with all
right, title and interest therein, and does hereby irrevocably constitute and
appoint ________________________ attorney, to transfer such Warrant on the
books of the Company, with full power of substitution.



                                              --------------------------------


Date:
     -------------------------------





                                       15