RELEASE IN CONSIDERATION
                             OF EXCHANGE OF PROPERTY


         This Release in  Consideration of Exchange of Property (this "Release")
is executed  the date stated  below by Edwin  Ducayet  ("Releasor")  in favor of
Intelect,  Inc.,  a  Nevada  corporation  (formerly  Intelect,  Inc.,  a  Hawaii
corporation)  ("Intelect"),  Intelect  Communications Systems Limited, a Bermuda
corporation (formerly known as Challenger  International,  Ltd.) ("ICSL"), their
affiliated   entities,   and  all  of  such   entities'   officers,   directors,
shareholders,  employees, agents, representatives,  successors, assigns, and all
other persons or entities in privity with them (the "Released Parties").

         WHEREAS,  Releasor is the owner and holder of that  certain  5-Year Six
Percent (6%) Subordinated Debenture issued by Intelect, Inc. dated June 29, 1995
(the "Debenture"), issued pursuant to that certain Option Agreement (the "Option
Agreement")  dated March 31, 1995, by and among those Sellers whose names appear
on the signature page thereof, ICSL and Intelect, and Releasor is the contingent
beneficiary of certain other rights under the Option Agreement, including rights
to Additional Payments (as defined in the Option Agreement);

         WHEREAS, Releasor has agreed to execute this Release, tender Releasor's
Debenture to ICSL and surrender all of its rights under the Option Agreement, in
exchange for the issuance to Releasor by ICSL of 2,338 shares of Common Stock of
ICSL,  $.01 par value (the  "Shares"),  the payment to  Releasor of $.51,  which
represents an amount paid in lieu of issuing  fractional shares (the "Fractional
Share Payment"),  and the registration of the Shares by ICSL with the Securities
and Exchange  Commission  pursuant to a Registration  Statement on Form S-3 (the
"Registration Statement");

         NOW,  THEREFORE,  for and in  consideration of the issuance to Releasor
and the  receipt  by  Releasor  of: (1) the Shares  registered  pursuant  to the
Registration Statement;  and (2) the Fractional Interest Payment;  Releasor, for
and on behalf of itself,  its heirs,  administrators,  agents,  successors,  and
assigns,  does hereby release and forever discharge the Released Parties, of and
from any and all claims, demands, duties, obligations, payments of any kind, and
any causes of action of whatsoever  kind or nature,  whether known or not known,
which  Releasor has or may have arising  under the  Debenture  and/or the Option
Agreement, including without limitation the right to the Additional Payments, or
arising out of or in any way  related to the  transactions  contemplated  by the
Option  Agreement or the Debenture,  and Releasor hereby delivers and surrenders
the Debenture to Intelect and  surrenders and cancels any and all rights that it
might have arising under the Debenture and any and all rights  arising under the
Option  Agreement,  including  without  limitation  the right to the  Additional
Payments.







         Releasor  further  agrees to  indemnify  ICSL and  Intelect and each of
their directors and officers against,  and to hold ICSL and Intelect and each of
their  directors  and  officers  harmless  from,  any losses,  claims,  damages,
expenses or liabilities  (including reasonable attorney's fees) to which ICSL or
Intelect  or such  directors  or  officers  may become  subject by reason of any
statement or omission in the Registration Statement made in reliance upon, or in
conformity with, a written statement of Releasor.

         Releasor  acknowledges  that no threat,  and no promise,  statement  or
agreement  not herein  expressed,  has been made to or by the parties  hereto to
induce its  settlement  and the  execution  of this  Release,  and  Releasor has
consulted with legal counsel,  has carefully read this document and  understands
its meaning and effect and freely executes and delivers the same.

                                           "RELEASOR"


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


                                           Date: _________________________, 1996