<PAGE>   1
                                                                    EXHIBIT 10.8


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, INC.

                          Expiring on February 12, 2001


         This Common Stock Purchase Warrant (the "Warrant") certifies that for
value received, St. James Capital Partners, L.P., a Delaware limited partnership
(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 $7.50, 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 12, 2001.

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

         "Company" shall mean Intelect Communications, Inc., a Delaware
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 $7.50 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 



<PAGE>   2

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 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 Convertible Promissory Note of the Company issued
to St. James Capital Partners, L.P. as of March 23, 1998 in the principal amount
of $2,000,000.

         "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

         1.1 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 12, 2001. 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


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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 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.

         1.2 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.

         1.3 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.

         1.4 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).

         1.5 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 Agreement of Purchase and Sale dated as of
February 12, 1998 (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 dated as of February 12, 1998 between the Company
and the Holder (the "Registration Rights Agreement"). 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.

         1.6 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.

         1.7 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


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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.

                                   ARTICLE II

                                    TRANSFER

         2.1 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 1100 Executive Drive, Richardson, Texas 75081, 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.

         2.2 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.

         2.3 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 canceled 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.

                  2.3.1 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.

         2.4 Compliance with Securities Laws. Subject to the terms of the
Registration Rights Agreement and notwithstanding any other provisions contained
in this Warrant, the holder hereof

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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:

                  2.4.1 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.

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

                           "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."

                  2.4.3 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.

                  2.4.4 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

         3.1 Anti-Dilution Provisions. The Exercise Price shall be subject to
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.


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         3.2      Adjustment of Exercise Price Upon Issuance of Common Stock.

                  3.2.1     (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, (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) any conversion to equity by St. James Capital Corp. or its
affiliates ("St. James") of all or part of the existing debt in the principal
amount of $6,500,000; (v) any conversion to equity by The Coastal Corporation
Second Pension Trust of all or part of the existing debt to Coastal in the
principal amount of $3,500,000 or in connection with a refinancing of such
existing indebtedness by Coastal; (vi) Common Stock upon conversion of the Note;
(vii) Common Stock issued as consideration in acquisitions; or (viii) warrants
issued in one or more transactions effected in any year ending on the
anniversary date hereof where not exercisable for more than an aggregate of one
percent (1%) of the total Common Stock issued and outstanding during such year.
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.

                  3.2.2 For purposes of this Section 3.2, the following Sections
3.3.3(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

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         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), 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

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         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.

                  (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.

         3.3 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.

         3.4 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.

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<PAGE>   9


         3.5 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:

                  3.5.1 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.

                  3.5.2 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.

                  3.5.3 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.

                  3.5.4 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


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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.

         3.6 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.

         3.7 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.

         3.8 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. 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.

         3.9      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;

                                       10

<PAGE>   11


                  (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 win ding 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.

         3.10 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.

                                   ARTICLE IV

                                  MISCELLANEOUS

         4.1 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.

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


                                       11

<PAGE>   12


         4.3 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.

         4.4 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.

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

         4.6 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 1100 Executive Drive, Richardson, Texas 75081 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.

         4.7 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.

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

                                       12

<PAGE>   13


all other expenses and charges payable in connection with the preparation,
execution and delivery of Warrants pursuant to this Section 4.8.

         4.9 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.

         4.10 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.

         4.11 Replacement and Substitution. These Warrants are given in
replacement and substitution of the Warrants to purchase 450,000 shares of
Common Stock, issued by the Company to the Holder and dated February 12, 1998.


                                       13

<PAGE>   14


         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed in
its name.

Dated: March __, 1998

                                       INTELECT COMMUNICATIONS, INC.



                                       By:
                                       Name: Herman M. Frietsch
                                       Title: Chairman and CEO










                    [Signature Page -- SJCP Warrants (3/98)]


                                       14
<PAGE>   15


                               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:
      ---------------------------------


                                       15
<PAGE>   16


                                   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:
      -------------------------------




                                       16