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                                                                   EXHIBIT 10.52

                          IRREVOCABLE OPTION AGREEMENT


         This Irrevocable Option Agreement ("Agreement"), is made and entered
in Dallas County, Texas by and between John Shaunfield ("Shaunfield") and
Electronic Communication Systems, Inc., a Texas corporation ("ECS") as Sellers,
and Intelect, Inc., a Hawaii corporation ("Intelect") as Purchaser, effective
as of the 1st day of October, 1995 ("Effective Date").

                                    RECITALS

         WHEREAS, ECS is the full and exclusive owner of certain technology
concerning switching of digital data communications signals on fiber-optic
cable; and

         WHEREAS, ECS is currently owned in its entirety by Shaunfield and
Richard Dzanski; and

         WHEREAS, Shaunfield has certain rights to additional technology as
described in a Compromise and Settlement Agreement entered into between
Shaunfield, OTX Corporation, Opcom, Inc. and Optek Technology, Inc. (the
"Settlement Agreement"), a copy of which is attached hereto as Exhibit "A" and
incorporated herein; and

         WHEREAS, Intelect desires to purchase an irrevocable Option to
purchase the technology set forth above from ECS and the rights to such
additional technology owned by Shaunfield pursuant to the terms of this
Agreement; and

         WHEREAS, ECS and Shaunfield desire to sell each parties' interest to
the technology owned by ECS and the additional rights to technology owned by
Shaunfield pursuant to the Settlement Agreement; and

         WHEREAS, Richard Dzanski shall enter into a separate Option Agreement
to convey his interest he may have in the technology owned by ECS the subject
of this Agreement.

         NOW, THEREFORE, the parties to this Agreement agree as follows:

                                   ARTICLE 1

                                 TERMS OF SALE

         1.1     Agreement to Sell.  Subject to the terms and conditions
specified in this Agreement, ECS and Shaunfield shall sell and convey to
Intelect, and Intelect shall purchase and accept from ECS and Shaunfield, an
irrevocable option to purchase (the "Option") (1) the technology concerning the
switching of digital data communications from ECS; and (2) such other
technology the rights of which are owned by Shaunfield pursuant to the
Settlement Agreement (collectively referred to herein as the "Technology"),
each of which is set forth in more particularity on Exhibit "B" for a period of
ninety (90) days from the Effective Date of this Agreement.  Once the Option
has been exercised by Intelect, the parties shall then conduct the Closing of
the transaction within ninety (90) days from the date of the Option being
exercised by Intelect.

         1.2     Advances.  For the purpose of securing the performance of
Intelect under the terms and provisions of this Agreement and as a condition
precedent to ECS's and its shareholders obligations hereunder, Intelect, upon
its exercise of the Option, shall pay to Shaunfield the sum of Twenty Thousand
Dollars ($20,000.00) as an advance on the transaction.  Not more than ninety
(90) days following the date of the exercise of the Option, Intelect shall pay
to Shaunfield an additional Thirty Thousand Dollars ($30,000.00).  These
monies, in the total sum of Fifty Thousand ($50,000.00)

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(the "Advances") shall be applied to any Royalty Payments payable to Shaunfield
pursuant to Article 1.7 of this Agreement as such Royalty Payments become due
and payable.

         1.3     Definition of Technology.  As used herein, the term
"Technology" shall mean all of the right, title and interest of ECS and
Shaunfield in and to the Technology including but not limited to:

         (a)     All right, title and interest of ECS and Shaunfield in and to
                 any and all applications relative to the Technology
                 (including, but not limited to any work in progress related to
                 the technology);

         (b)     All right, title and interest of ECS and Shaunfield in and to
                 any and all derivative works of the Technology, now created or
                 created in the future; and

         (c)     All right, title, and interest of ECS and Shaunfield in and to
                 any drawings, reports, compilations, notes, documents or
                 related written material concerning the creation and operation
                 of the Technology.

         1.4     Exclusion of Liabilities.  Intelect will not assume, and will
not discharge or otherwise be liable for any debts, liabilities or obligations
of ECS and Shaunfield, and the Technology purchased shall not be or become
obligated or subject to, any liability of ECS and Shaunfield, whether fixed or
contingent, recorded or unrecorded, known or unknown (collectively "Excluded
Liabilities"), and all Excluded Liabilities shall be and remain the sole
responsibility of ECS and Shaunfield including, without limitation, the
following:

         (a)     The liabilities or obligations of ECS and Shaunfield for
                 periods prior to the Closing;

         (b)     Federal, state or local tax liabilities or obligations of ECS
                 and Shaunfield, including, without limitation, any income tax,
                 any tax recapture, and any FICA, withholding tax, workers'
                 compensation and any and all other taxes accrued prior to the
                 Closing;

         (c)     Liabilities or obligations arising out of or in connection
                 with claims for alleged acts or omissions including, but not
                 limited to, misappropriation, relating to the ownership or
                 operation of the Technology which occurred on or prior to the
                 Closing;

         (d)     Any debt, obligation, expense or liability of ECS and
                 Shaunfield arising out of or incurred in respect to any
                 transaction of ECS and Shaunfield occurring on or after the
                 Closing or for any violation by ECS and Shaunfield of any
                 laws, regulations or ordinances.

Shaunfield will negotiate to settle all outstanding prior liabilities relating
to the Technology and ECS.  In addition to the consideration described below,
Intelect will contribute a maximum of One Hundred and Fifty Thousand Dollars
($150,000.00) towards the settlement of these liabilities.  Shaunfield hereby
acknowledges that the sum of $34,528.64 has been paid to satisfy the
liabilities owed to Outsourceing Networking, Inc., which is to be credited to
the amount of monies Intelect has offered to contribute pursuant to this
Agreement to reduce the liabilities.

         1.5     Consideration.  The value paid for the Technology (the
"Consideration") shall be $100.00 upon execution of the Agreement and as
follows:

         (a)     Intelect will retain the employment services of Shaunfield for
                 a period of three (3) years commencing with the date of the
                 exercise of the Option, with responsibility for the further
                 development of the Technology subject to the terms of an
                 Employment Agreement, a form of which is attached hereto as
                 Exhibit "C".





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                 (1)      Shaunfield will be an employee of Intelect, receiving
                          the standard employment benefits and subject to the
                          standard employment policies in effect for all
                          Intelect employees.

                 (2)      For the term of his employment, Intelect will pay to
                          Shaunfield a base annual salary of Eighty Thousand
                          Dollars ($80,000.00), payable in accordance with the
                          standard payment schedule for all employees of
                          Intelect.

                 (3)      In addition, Intelect will pay to Shaunfield a bonus
                          as follows:

                          (i)     In the first year of the term of his
                                  employment, a bonus of Two Thousand Dollars
                                  ($2,000.00) per month, without condition.

                          (ii)    In the second and third years of the term of
                                  his employment, a bonus of Two Thousand
                                  Dollars ($2,000.00) per month, conditional on
                                  the delivery of specific improvements to the
                                  Technology, as mutually agreed upon between
                                  Shaunfield and the President of Intelect, at
                                  the beginning of each fiscal year.

                 (4)      All developments (including inventions, whether
                          patentable or otherwise, trade secrets, improvements,
                          ideas and writings) which either directly or
                          indirectly relate to Intelect or any of its
                          subsidiaries or affiliates (the "Developments") which
                          Shaunfield, either by himself or in conjunction with
                          any other person or persons, shall conceive, make,
                          develop, acquire or acquire knowledge of during the
                          term of employment, shall become and remain the sole
                          and exclusive property of Intelect or its designee.
                          Shaunfield hereby assigns, transfers and conveys, and
                          agrees to so assign, transfer and convey, all of his
                          right, title and interest in and to any and all such
                          Developments, and to disclose fully as soon as
                          practicable, in writing, all such Developments to the
                          Board of Directors of Intelect or its designee.  At
                          any time and from time to time, upon the request and
                          at the expense of Intelect, Shaunfield will execute
                          and deliver any and all instruments, documents and
                          papers, give evidence and do any and all other acts
                          which, in the opinion of counsel for Intelect, are or
                          may be necessary or desirable to document such
                          transfer or to enable Intelect to file and prosecute
                          applications for and to acquire, maintain and enforce
                          any and all patents, trademark or tradename
                          registrations or copyrights with respect to any such
                          Development, or to obtain any extension, validation,
                          reissue, continuance or renewal of any such patent,
                          trademark or copyright.  Intelect will be responsible
                          for the preparation of any such instruments,
                          documents and papers and for the prosecution of any
                          such proceedings and will reimburse Shaunfield for
                          all reasonable expenses incurred by him in compliance
                          with the provisions of this Section.

         (b)     Intelect will pay to Shaunfield a product royalty for a period
                 of ten (10) years commencing with the date of the exercise of
                 the Option (the "Product Royalty") on all products sold by
                 Intelect.  "Product" is hereby defined to be any standard or
                 customized hardware or software sold by Intelect, the majority
                 of which consists of the Technology or any new designs,
                 improvements, or developments based primarily on the
                 Technology occurring during the term of Shaunfield's
                 employment by Intelect.  The Product Royalty should be
                 calculated as follows:

                 (1)      On the first Two Hundred Million Dollars
                          ($200,000,000.00) of aggregate sales of the
                          Technology by Intelect, calculated on the net
                          Intelect invoice price, a royalty of Five Percent
                          (5%).





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                 (2)      From Two Hundred Million and One Dollars
                          ($200,000,001.00) to Five Hundred Million
                          ($500,000,000.00) of aggregate sales of the
                          Technology by Intelect, calculated on the net
                          Intelect invoice price, a royalty of Four Percent
                          (4%).

                 (3)      Over Five Hundred Million ($500,000,000.00) of
                          aggregate sales of the Technology by Intelect,
                          calculated on the net Intelect invoice price, a
                          royalty of Three Percent (3%).

                 The Product Royalty shall be calculated following the close of
                 each quarterly financial period of Intelect and paid within
                 ninety (90) days following the close of the financial period.
                 Payment shall be accompanied by a written statement issued by
                 the President of Intelect showing the basis of the calculation
                 of the Product Royalty.  Said Product Royalty will be reduced
                 according to the amount of monies paid to Shaunfield as an
                 Advance according to Article 1.2.  Payments are based upon the
                 amount invoiced for each Product transaction.  In the event
                 Intelect does not receive payment for the full invoice amount
                 of the Product, Intelect shall withhold from any future
                 amounts paid to Shaunfield the amount of Product Royalty which
                 was attributable to the unpaid invoice amounts.

         (c)     In the event that Intelect sells the full product rights to
                 the Technology to a third party, Intelect shall request that
                 such third party assume responsibility for the payment of
                 Product Royalties as described in Article 1.5(b).  However, in
                 the event that such third party does not agree to accept such
                 responsibility, Shaunfield will receive a portion of the sale
                 price received by Intelect for the sale of the full product
                 rights to the Technology (the "Sales Price") as follows:

                 (i)      If such a sale occurs in the first year following the
                          exercise of the Option, Shaunfield will receive
                          Twenty Percent (20%) of the Sales Price.

                 (ii)     If such a sale occurs in the second year following
                          the exercise of the Option, Shaunfield will receive
                          Fifteen Percent (15%) of the Sales Price.

                 (iii)    If such a sale occurs in the third or fourth year
                          following the exercise of the Option, Shaunfield will
                          receive Ten Percent (10%) of the Sales Price.

                 (iv)     If such a sale occurs in the fifth year following the
                          exercise of the Option, Shaunfield will receive Five
                          Percent (5%) of the Sales Price.

                 (v)      If such a sale occurs in the sixth to tenth year
                          following the exercise of the Option, Shaunfield will
                          receive Three Percent (3%) of the Sales Price.

         1.6     Inspection.  Intelect and Intelect's agents and
representatives shall have reasonable access to the Technology until the
Closing hereof (the "Inspection Period") during normal business hours;
provided, however, that (a) any such access by Intelect shall be accomplished
without undue interference with the normal business operations of ECS and
Shaunfield; (b) Intelect shall give ECS and Shaunfield at least twenty-four
(24) hours prior written notice of Intelect's intention to inspect the
Technology; and (c) ECS and Shaunfield may require that Intelect be accompanied
by a representative of ECS and Shaunfield.  The costs and expenses of
Intelect's investigation shall be borne solely by Intelect.  All information
furnished by ECS and Shaunfield to Intelect in accordance with the provisions
of this Agreement or obtained by Intelect in the course of its investigations
shall be treated as confidential information by Intelect and shall not be
disclosed by Intelect to any third party, provided that Intelect may disclose
such information to the agents, consultants and attorneys representing Intelect
in connection with the subject transaction.  Intelect hereby indemnifies and
holds harmless ECS





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and Shaunfield from and against any claims, causes of action, damages and
expenses (including attorney's fees) incident to, resulting from or in any way
arising out of Intelect's, or Intelect's agents or representatives, presence
in, on or about the Technology location.  Intelect may, at any time during the
Inspection Period, terminate this Agreement upon written notice to ECS and
Shaunfield.

         1.7     Brokerage Commission.  ECS, Shaunfield and Intelect warrant
and represent to each other that no fees or commissions are or will be due in
connection with the sale of the Technology, from the execution of this
Agreement or the consummation of the transactions contemplated herein and each
party hereto hereby agrees to indemnify and hold harmless the other party from
and against any claims made by any person for any such fees, commissions or
like compensation, claiming to have dealt with the party so indemnifying the
other party in connection with this Agreement and the matters set forth herein.

         1.8     Cost of Transaction.  Whether or not the transactions
contemplated hereby shall be consummated, the parties agree that except as
otherwise specifically provided herein to the contrary:

         (a)     ECS and Shaunfield will pay the fees, expenses, and
                 disbursements of ECS and Shaunfield and such agents,
                 representatives, accountants, and counsel incurred in
                 connection with the subject matter hereof; and

         (b)     Intelect shall pay the fees, expenses and disbursements of
                 Intelect and its agents, representatives, accountants and
                 counsel incurred in connection with the subject matter hereof.

                                   ARTICLE 2

                   COVENANTS, REPRESENTATIONS AND WARRANTIES

         2.1     Covenants of ECS and Shaunfield.  ECS and Shaunfield hereby
covenants with Intelect that from the date the Option is exercised to and
including the Closing, and with respect to Subsection (e), subsequent to the
Closing, as follows:

         (a)     Access to Records.  ECS and Shaunfield shall to the fullest
                 extent permissible by law (i) accord Intelect and Intelect's
                 duly authorized agents, representatives or counsel full
                 access, during normal business hours, to all of the records,
                 files, reports, and other business documents of ECS and
                 Shaunfield pertaining to the Technology, (ii) furnish to
                 Intelect such relevant information with respect to the
                 Technology which are in ECS's and Shaunfield's possession,
                 provided that Intelect shall at all times relevant hereto
                 exercise due diligence to safeguard, maintain, and otherwise
                 secure the confidential nature of the information so furnished
                 to Intelect or its representative by ECS and Shaunfield, and
                 (iii) permit Intelect to examine all files and records which
                 ECS and Shaunfield may have with respect to the Technology and
                 (iv) use reasonable efforts to obtain all consents, including,
                 without limitation, consents of any governmental commission,
                 agency, or bureau, necessary to effectuate the purchase and
                 sale contemplated hereby.

         (b)     Consultation.  ECS and Shaunfield will consult with Intelect
                 at all times up to and including the Closing with respect to
                 the Technology provided that neither party hereto shall incur
                 any liability to anyone as a result of the advice or
                 suggestions offered in this connection.

         (c)     Operations.  With respect to the ownership of the Technology,
                 between the Effective Date and the Closing, ECS and
                 Shaunfield, except with the prior written consent of Intelect
                 to the contrary, will conduct its business operations relating
                 to the Technology subject to the following conditions:





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                 (1)      Ordinary Course of Business.  All business operations
                          shall be conducted diligently and only in the
                          ordinary course of business in substantially the same
                          manner as ECS and Shaunfield has heretofore conducted
                          such business, and ECS and Shaunfield shall not make
                          any material change in operations, finance,
                          accounting policies, or real or personal property
                          relating to the Technology.

                 (2)      Maintenance of Technology.  ECS and Shaunfield shall
                          not sell, lease or otherwise dispose of any of the
                          Technology.  ECS and Shaunfield shall not make any
                          capital expenditures or capital additions or
                          betterments in connection with the Technology without
                          the express written consent of the Intelect.

                 (3)      Contracts and Commitments.  ECS and Shaunfield shall
                          not make or renew, extend, amend, modify, or waive
                          any material provisions of any contract or commitment
                          relating to the Technology. ECS and Shaunfield shall
                          use its best efforts to perform all of ECS's and
                          Shaunfield's obligations under agreements relating to
                          or affecting the Technology.

                 (4)      Debts and Liabilities.  ECS and Shaunfield shall not
                          create or incur any liabilities relative to the
                          Technology other than current liabilities incurred in
                          the ordinary course of business.

                 (5)      Conflicts.  ECS and Shaunfield shall not enter into
                          any transactions or take any acts which if perfected
                          or performed prior to the Closing, would constitute a
                          breach of the representations, warranties and
                          agreements of ECS and Shaunfield contained herein.

         (d)     Advice of Change.  ECS and Shaunfield shall advise Intelect in
                 writing prior to the Closing of any material adverse change,
                 or the occurrence of any event which involves any substantial
                 possibility of a material adverse change in the condition,
                 financial or otherwise, of the Technology that has occurred
                 from the Effective Date until the Closing of which an
                 executive officer of ECS or Shaunfield has acquired knowledge.

         (e)     Cooperation.  Subject to the terms and conditions herein
                 provided, ECS and Shaunfield will use reasonable efforts to
                 take, or cause to be taken, such action to execute and deliver
                 or cause to be executed and delivered, such additional
                 documents and instruments and to do, or cause to be done, all
                 things necessary, proper or advisable under the provisions of
                 this Agreement and under applicable law to consummate and make
                 effective all the transactions contemplated by this Agreement.

         (f)     Authority.  ECS and Shaunfield has full power and authority to
                 make, execute and deliver this Agreement and the transactions
                 contemplated hereby.  This Agreement is a legal, valid and
                 binding obligation of ECS and Shaunfield and is enforceable
                 against ECS and Shaunfield in accordance with its terms.

         (g)     Absence of Conflicts.  The execution and delivery of this
                 Agreement by ECS and Shaunfield do not, and the performance by
                 ECS and Shaunfield of ECS's and Shaunfield's obligations under
                 this Agreement will not:

                 (1)      Violate any term or provision of any law or any
                          order, writ, or judgment applicable to ECS and
                          Shaunfield;





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                 (2)      Result in the creation or imposition of any lien or
                          other encumbrance upon ECS and Shaunfield or any of
                          ECS's and Shaunfield's assets or properties that
                          individually or in the aggregate with any other liens
                          or encumbrances has or may reasonably be expected to
                          have a material adverse effect on the validity or
                          enforceability of this Agreement or on the ability of
                          ECS and Shaunfield to perform ECS's and Shaunfield's
                          obligations under this Agreement; or

                 (3)      Conflict with or result in a violation or breach of,
                          or constitute (with or without notice or lapse of
                          time or both) a default under, or give to any person
                          or entity any right of termination, cancellation,
                          acceleration, or modification in or with respect to,
                          any contract to which ECS and Shaunfield is a party
                          or by which any of ECS's and Shaunfield's assets or
                          properties may be bound, and as to which any such
                          conflicts, violations, breaches, defaults, or rights
                          individually or in the aggregate have or may
                          reasonably be expected to have a material adverse
                          effect on the validity or enforceability of this
                          Agreement or on the ability of ECS and Shaunfield to
                          perform ECS's and Shaunfield's obligations under this
                          Agreement.

         (h)     Litigation.  ECS and Shaunfield and each person executing this
                 Agreement on behalf of ECS and Shaunfield hereby represent and
                 warrant that there are no actions, suits, investigations, or
                 proceedings pending against ECS and Shaunfield, or (to the
                 best knowledge of ECS and Shaunfield) threatened against ECS
                 and Shaunfield, at law or in equity, before, in, or by any
                 person or entity, that individually or in the aggregate have
                 or may reasonably be expected to have a material adverse
                 effect on the validity or enforceability of this Agreement or
                 on the ability of ECS and Shaunfield to perform ECS's and
                 Shaunfield's obligations under this Agreement.

         (i)     Full Disclosure.  This Agreement, and all other documents and
                 information furnished to Intelect and Intelect's
                 representatives by ECS and Shaunfield pursuant hereto do not
                 and will not include any untrue statement of a material fact
                 or omit to state any material fact necessary to make the
                 statements made and to be made not misleading.

         (j)     Ownership.  ECS and Shaunfield represents and warrants to
                 Intelect that he is the legal and beneficial owner of the
                 Technology along with Richard Dzanski.  Richard Dzanski must
                 execute a separate agreement pertaining to the sale of the
                 Technology for this Agreement to be binding.  At the Closing,
                 ECS and Shaunfield will own and hold good and valid title to
                 the Technology, free and clear of all liens, encumbrances,
                 security interests, pledges, options, charges, and assessments
                 less the interest owned by Richard Dzanski but to be purchased
                 simultaneously with the purchase under this Agreement.

         (k)     Indemnification.  ECS and Shaunfield agree to indemnify and
                 hold harmless Intelect and Challenger International, Ltd. in
                 relation to any claim or action from any third party arising
                 from the ownership of the Technology.

         (l)     ECS and Shaunfield agrees that Intelect shall have a right to
                 offset against the Consideration any damages caused by
                 misrepresentations, if any, by ECS and Shaunfield with respect
                 to the above representations.

         2.2     Intelect's Representations and Warranties.  As a material
inducement to ECS and Shaunfield to enter into this Agreement and perform its
obligations hereunder, Intelect represents and warrants to ECS and Shaunfield
as follows:





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         (a)     Authority.  Intelect is a corporation duly organized, validly
                 existing, and in good standing under the laws of the State of
                 Hawaii and has full corporate power and authority to enter
                 into this Agreement and to perform its obligations under this
                 Agreement.  The execution, delivery and compliance with the
                 terms of this Agreement by Intelect and the performance by
                 Intelect of its obligations hereunder have been duly and
                 validly authorized by all necessary corporate action on the
                 part of Intelect.  This Agreement constitutes a legal, valid
                 and binding obligation of Intelect and is enforceable against
                 Intelect in accordance with its terms.  Each person executing
                 this Agreement on behalf of Intelect is authorized to do so.

         (b)     Absence of Conflicts.  The execution and delivery of this
                 Agreement by Intelect do not, and the performance by Intelect
                 of Intelect's obligation under this Agreement will not:

                 (1)      Violate any term or provision of any law or any
                          order, writ, or judgment applicable to Intelect;

                 (2)      Conflict with or result in a violation or breach of,
                          or constitute (with or without notice or lapse of
                          time or both) a default under, any of the terms,
                          conditions, or provisions of the articles of
                          incorporation or bylaws of Intelect;

                 (3)      Result in the creation or imposition of any lien or
                          other encumbrance upon Intelect or any of Intelect's
                          assets or properties that individually or in the
                          aggregate with any other liens or encumbrances has or
                          may reasonably be expected to have a material adverse
                          effect on the validity or enforceability of this
                          Agreement or on the ability of Intelect to perform
                          Intelect's obligations under this Agreement;

                 (4)      Conflict with or result in a violation or breach of,
                          or constitute (with or without notice or lapse of
                          time or both) a default under, or give to any person
                          or entity any right of termination, cancellation,
                          acceleration, or modification in or with respect to,
                          any contract to which Intelect is a party or by which
                          any of Intelect's assets or properties may be bound,
                          and as to which any such conflicts, violations,
                          breaches, defaults, or rights individually or in the
                          aggregate have or may reasonably be expected to have
                          a material adverse effect on the validity or
                          enforceability of this Agreement or on the ability of
                          Intelect to perform Intelect's obligations under this
                          Agreement; or

                 (5)      Require Intelect to obtain any consent, approval, or
                          action of or make any filing with or give any notice
                          to, any person or entity other than for the governing
                          board of Intelect or the shareholders, as applicable.

         (c)     Litigation.  Intelect and each person executing this Agreement
                 on behalf of Intelect hereby represent and warrant that there
                 are no actions, suits, investigations, or proceedings pending
                 against Intelect, or (to the best knowledge of Intelect)
                 threatened against Intelect, at law or in equity, before, in,
                 or by any person or entity, that individually or in the
                 aggregate have or may reasonably be expected to have a
                 material adverse effect on the validity or enforceability of
                 this Agreement or on the ability of Intelect to perform
                 Intelect's obligations under this Agreement.

         (d)     Intelect Not A Nominee.  Intelect represents and warrants that
                 Intelect is not acting as a nominee, agent, or trustee for any
                 person or entity who will be the true or beneficial owner of
                 the Technology; and Intelect further represents and warrants
                 that Intelect is purchasing the Technology for its own account
                 and not with the intent of selling the Technology to, or
                 exchanging the Technology with, any other person or entity who
                 has





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                 requested or arranged with Intelect to enter into this
                 Agreement with ECS and Shaunfield for such purpose.

         (e)     Intelect Not in Bankruptcy Proceeding.  Intelect and each of
                 the persons executing this Agreement on behalf of Intelect
                 hereby represent and warrant that, unless previously disclosed
                 in writing to ECS and Shaunfield, there has not been filed by
                 or against Intelect or any corporation, partnership, or other
                 entity with respect to which Intelect, or any person or entity
                 which any of them represents is a principal shareholder,
                 controlling person or a general partner, as the case may be, a
                 petition in bankruptcy or insolvency proceedings or for
                 reorganization, or for the appointment of a receiver or
                 trustee, nor has any such entity made an assignment for the
                 benefit of creditors or filed a petition for an arrangement or
                 entered into an arrangement with creditors or admitted in
                 writing the inability to pay its debts as they become due,
                 which petition, proceeding, assignment or arrangement was not
                 dismissed or discontinued within sixty (60) days following the
                 date that such petition, proceeding, assignment, or
                 arrangement was filed, served or entered of record.

         (f)     Full Disclosure.  This Agreement, and all other documents and
                 information furnished to ECS and Shaunfield and ECS's and
                 Shaunfield's representatives by Intelect pursuant hereto do
                 not and will not include any untrue statement of a material
                 fact or omit to state any material fact necessary to make the
                 statements made and to be made not misleading.

         2.3     Covenants of Intelect.  Intelect covenants and agrees with ECS
and Shaunfield as follows:

         (a)     Cooperation.  Subject to the terms and conditions herein
                 provided, Intelect will use its best efforts to take, or cause
                 to be taken, such action to execute and deliver or cause to be
                 executed and delivered, such additional documents and
                 instruments and to do, or cause to be done, all things
                 necessary, proper or advisable under the provisions of this
                 Agreement and under applicable law to consummate and make
                 effective all the transactions contemplated by this Agreement.

         (b)     Confidentiality.  In the event the Closing of the purchase of
                 the Technology does not occur, Intelect shall maintain and
                 shall use its best effort to require its accountants,
                 attorneys, and other representatives to maintain the
                 confidentiality of ECS's and Shaunfield's trade secrets,
                 books, and records.

                 This Section 2.3 shall survive any termination of the
Agreement.

                                   ARTICLE 3

                                    CLOSING

         3.1     Closing.  Intelect shall have ninety (90) days from the
Effective Date of this Agreement to exercise the Option to purchase the
Technology.  The consummation of the sale and purchase of the Technology and
the other transactions contemplated by and described in this Agreement shall
take place at a closing ("Closing") to be held at the offices of Intelect's
legal counsel or at such other place as the parties hereto may agree on or
before the expiration of ninety (90) days from the exercise date of the Option.
To exercise the Option, Intelect must provide written notice to ECS and
Shaunfield of its intent to exercise the Option.

         3.2     Actions of ECS and Shaunfield at Closing.  At the Closing, ECS
and Shaunfield shall deliver or cause to be delivered to Intelect, the
following:





                                       9
<PAGE>   10

         (a)     Possession of all Technology;

         (b)     The bill of sale that is attached hereto as Exhibit "C",
                 transferring all of ECS's and Shaunfield's right, title and
                 interest in and to the assets of the Technology listed on
                 Exhibit "B"; and

         (c)     Such other instruments and documents as Intelect reasonably
                 deems necessary to effect the transaction contemplated hereby.

         (d)     A copy of resolutions duly adopted by ECS and Shaunfield
                 authorizing and approving ECS's and Shaunfield's performance
                 of the transactions contemplated hereby and the execution and
                 delivery of the documents described herein, certified as true
                 and of full force as of the Closing by the Secretary or an
                 Assistant Secretary of ECS and Shaunfield;

         (e)     Certificates of incumbency for the officers of ECS and
                 Shaunfield making certifications for Closing dated as of
                 Closing;

         (f)     Such other evidence of the authority and capacity of ECS and
                 Shaunfield and their representatives, and of the existence,
                 good standing and qualification to do business of ECS and
                 Shaunfield as Intelect reasonably may require.

         3.3     Actions of Intelect at Closing.  At the Closing, Intelect
shall deliver to ECS and Shaunfield the following:

         (a)     An Employment Agreement for execution by both parties, in the
                 form as set forth in Exhibit C;

         (b)     A copy of resolutions duly adopted by Intelect authorizing and
                 approving Intelect's performance of the transactions
                 contemplated hereby and the execution and delivery of the
                 documents described herein, certified as true and of full
                 force as of the Closing by the Secretary or an Assistant
                 Secretary of Intelect;

         (c)     Certificates of incumbency for the officers of Intelect making
                 certifications for Closing dated as of Closing;

         (d)     Such other evidence of the authority and capacity of Intelect
                 and their representatives, and of the existence, good standing
                 and qualification to do business of Intelect as ECS and
                 Shaunfield reasonably may require;

         (e)     Such other instruments and documents as ECS and Shaunfield
                 reasonably deems necessary to effect the transactions
                 contemplated hereby.

                                   ARTICLE 4

                                DEFAULT REMEDIES

         4.1     Intelect's Default.  If (i) Intelect refuses or fails to
consummate the purchase of the Technology pursuant to this Agreement for any
reason other than termination hereof pursuant to a right granted Intelect
hereunder to do so, (ii) any representation or warranty made by or on behalf of
Intelect herein shall have been materially incorrect when made or shall become
incorrect in any material respect, or (iii) Intelect otherwise wrongfully fails
to perform any of its obligations or agreements as and when required hereunder,
for any reason other than termination hereof pursuant to a right granted to
Intelect hereunder to do so, then ECS and Shaunfield, as its sole and exclusive
remedy, shall have the right to terminate this Agreement by giving Intelect
written notice thereof, in which event neither





                                       10
<PAGE>   11

party hereto shall have any further rights, duties or obligations hereunder;
and ECS and Shaunfield shall be entitled to receive or retain, as liquidated
damages (ECS and Shaunfield and Intelect hereby acknowledging that the amount
of damages resulting from breach of this Agreement by Intelect would be
difficult or impossible to accurately ascertain), the Advances.
Notwithstanding the foregoing, in the event of any other default by Intelect
under this Agreement, including, without limitation, breach of any covenant,
representation or indemnity, which survives the Closing, ECS and Shaunfield
shall have any and all rights and remedies available at law or in equity by
reason of such default.  However, if Intelect terminates this Agreement
pursuant to a right granted to Intelect hereunder to do so, then neither party
hereto shall have any further rights, duties or obligation hereunder, and the
Advances shall be returned to Intelect with all interest accrued thereon.

         4.2     ECS's and Shaunfield's Default.  If ECS and Shaunfield (i)
wrongfully refuses or fails to close the transaction contemplated by this
Agreement, or (ii) otherwise wrongfully fails to perform any of its obligations
or agreements hereunder, either prior to or at Closing, for any reason other
than termination hereof pursuant to a right granted to ECS and Shaunfield
hereunder to do so, then Intelect may either terminate this Agreement, at which
time the Advances together with any interest accrued thereon shall be returned
to Intelect or Intelect may pursue specific performance of this Agreement.

                                   ARTICLE 5

                                    GENERAL

         5.1     CHOICE OF LAW AND VENUE.  THE PARTIES AGREE THAT THIS
AGREEMENT IS MADE AND ENTERED INTO AND IS PERFORMABLE IN DALLAS COUNTY, TEXAS,
AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF TEXAS, AND THAT ANY LITIGATION, SPECIAL PROCEEDING OR OTHER PROCEEDING AS
BETWEEN THE PARTIES THAT MAY BE BROUGHT, OR ARISE OUT OF, IN CONNECTION WITH OR
BY REASON OF THIS AGREEMENT SHALL BE BROUGHT IN THE APPLICABLE FEDERAL OR STATE
COURT IN AND FOR DALLAS COUNTY, TEXAS WHICH COURTS SHALL BE THE EXCLUSIVE
COURTS OF JURISDICTION AND VENUE.

         5.2     Severability.  In the event any provision of this Agreement is
held to be invalid, illegal or unenforceable for any reason and in any respect
by a court of competent jurisdiction, such invalidity, illegality, or
unenforceability shall in no event affect, prejudice or disturb the validity of
the remainder of this Agreement, which shall be in full force and effect,
enforceable in accordance with its terms and the provision held to be void,
illegal or unenforceable shall be limited so that it shall remain in effect to
the extent permissible by law.

         5.3     Entire Agreement/Amendment.  This Agreement and the exhibits
hereto supersede all prior or contemporaneous agreements, oral or written, and
constitute the entire agreement of whatsoever kind or nature existing between
or among the parties respecting the subject matter hereof, and no party shall
be entitled to benefits other than those specified herein.  As between or among
the parties, no oral statements or prior written material not specifically
incorporated herein shall be of any force and effect; the parties specifically
acknowledge that in entering into and executing this Agreement, the parties
relied solely upon the representations and agreements contained in this
Agreement and no others.  All prior or contemporaneous representations or
agreements, whether written or verbal, not expressly incorporated herein are
superseded and no changes in or additions to this Agreement shall be recognized
unless and until made in writing by all parties hereto.  No amendment,
modification, deletion, release, termination, extension of, alternative,
variance or change in, or supplement to the provisions of this Agreement shall
be valid and effective or otherwise binding on the parties hereto unless or
until such amendment, etc., shall have been reduced to writing and executed by
the parties hereto with the same formality as this Agreement.





                                       11
<PAGE>   12

         5.4     Notice.  Any notice to be given or to be served upon any party
hereto in connection with this Agreement must be in writing, and may be given
by certified or registered mail and shall be deemed to have been given and
received three (3) days after a certified or registered letter containing such
notice, properly addressed, with postage prepaid, is deposited in the United
States Mail, and if given otherwise than by certified or registered mail, it
shall be deemed to have been given when delivered to and received by the party
to whom it is addressed.  Such notice shall be given to Intelect at Intelect's
address set forth herein, and to ECS and Shaunfield at the address set forth
herein.  Any party hereto may, at any time, by giving written notice to the
other party hereto, designate any other address in substitution of the
foregoing address to which such notice shall be given.

         5.5     Nonwaiver.  Unless otherwise expressly provided herein, no
waiver by ECS and Shaunfield or Intelect of any provision hereof shall be
deemed to have been made unless expressed in writing and signed by such party.
No delay or omission in the exercise of any right or remedy accruing to ECS and
Shaunfield or Intelect upon any breach under this Agreement shall impair such
right or remedy or be construed as a waiver of any such breach theretofore or
thereafter occurring.  The waiver by ECS and Shaunfield or Intelect of any
breach of any term, covenant or condition herein stated shall not be deemed to
be a waiver of any other breach, or of a subsequent breach of the same or any
other term, covenant or condition herein contained.  All rights, powers,
options or remedies afforded to ECS and Shaunfield or Intelect either hereunder
or by law shall be cumulative and not alternative, and the exercise of one
right, power, option or remedy shall not bar other rights, powers, options or
remedies allowed herein or by law, unless expressly provided to the contrary
herein.

         5.6     Successors and Assigns.  This Agreement shall be binding upon,
and shall inure to the benefit of, the parties hereto and their respective
heirs, legal representatives, successors and permitted assigns; provided,
however, Intelect may not assign this Agreement without the express prior
written consent of ECS and Shaunfield, which consent may be withheld
absolutely, in ECS's and Shaunfield's sole discretion, or otherwise granted,
totally upon such terms and conditions as ECS and Shaunfield shall elect to
impose, in ECS's and Shaunfield's sole discretion, regardless of basis or
reason, if any, therefor.  Intelect agrees to furnish ECS and Shaunfield such
information with respect to a proposed assignee and the proposed terms of the
assignment as ECS and Shaunfield shall request.  In the event ECS and
Shaunfield consents to an assignment, Intelect shall not be relieved from any
liability under this Agreement by virtue of any such assignment.  Any
assignment of this Agreement in violation of the foregoing provisions shall be
null and void.

         5.7     Counterpart Execution.  This Agreement may be executed in two
or more counterparts, each and all of which shall be deemed an original and all
of which together shall constitute but one and the same instrument.

         5.8     Time of Essence.  Time is of the essence in the performance of
each party's obligations hereunder.

         5.9     Survival.  Except as otherwise provided herein, the
representations, warranties and covenants made by the parties pursuant to this
Agreement shall survive the Closing for a period of one (1) year from the
Closing (but not in excess thereof), unless actually discovered through
investigations, if any, either party shall have made prior to the Closing.

         5.10    Further Assurances.  Each party hereto agrees to execute any
and all documents and to perform such other acts as may be necessary or
expedient to further the purposes of this Agreement and the transactions
contemplated hereby.

         5.11    Construction.  The parties acknowledge that each party and its
counsel have reviewed and contributed to the contents of this Agreement, and
the parties hereby agree that the normal rule of construction to the effect
that any ambiguities are to be resolved against the drafting party shall not be
employed in the interpretation of this Agreement or any Addendum or Exhibit
hereto.  The headings





                                       12
<PAGE>   13

used throughout this Agreement have been used for convenience only and do not
constitute matter to be considered in interpreting this Agreement.  All
references in this Agreement to designated "Articles," "Sections," "Exhibits,"
"Addenda" and other subdivisions are to be designated Articles, Sections,
Exhibits, Addenda and other subdivisions of this Agreement as originally
executed.  The words "herein," "hereof," "hereunder" and other words of similar
import refer to this Agreement as a whole (including all Exhibits and Addenda)
and not to any particular Article, Section, Exhibit, Addendum or other
subdivision.  Whenever used herein, the singular number shall include the
plural and the plural the singular, and the use of any gender shall include all
genders.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed in multiple originals, all as of the Effective Date.

                                    ECS:

                                    ELECTRONIC COMMUNICATIONS SYSTEMS, INC.

Date:    11-1-95                    By:     /s/ John Shaunfield
                                            -------------------------
                                            Name:     John Shaunfield
                                            Its:      President


                                    Address:  ----------------------------------


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

                                    INTELECT:

                                    INTELECT, INC.


Date:    11-1-95                    By:     /s/ Edwin Ducayet
                                            ------------------------------------
                                            Name:     Edwin Ducayet
                                            Its:      Vice President

                                    Address:  ----------------------------------


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




                                       13
<PAGE>   14
                                  EXHIBIT "C"

                              EMPLOYMENT AGREEMENT





                                       14
<PAGE>   15
                              EMPLOYMENT AGREEMENT


         This Employment Agreement ("Agreement") is made effective and entered
into this 1st day of October, 1995 by and between Intelect, Inc., a Hawaii
corporation ("Intelect"), and John Shaunfield ("Shaunfield") and is based in
part on the existence of the following facts:

                                    RECITALS

         A.      Intelect and Shaunfield have entered into an Irrevocable
                 Option Agreement which sets forth the terms for Intelect
                 purchasing certain technology from Shaunfield and Electronic
                 Communication Systems, Inc, a Texas corporation;

         B.      As part of the consideration for the Irrevocable Option
                 Agreement, Intelect and Shaunfield have agreed to certain
                 terms of employment;

         C.      This Agreement will set forth the terms of the employment
                 arrangement between Intelect and Shaunfield.

                              TERMS OF EMPLOYMENT

         In consideration of the premises set forth above and the mutual
promises set forth below, Intelect and Shaunfield agree as follows:

         1.      Employment.  Intelect hereby employs Shaunfield for and during
the term hereof subject to the reasonable direction of Intelect and its
officers Shaunfield hereby accepts such employment.

         2.      Duties of Shaunfield.  Shaunfield shall have such duties,
responsibilities and authorities as are designated by the officers of Intelect,
and as may be reasonably assigned to Shaunfield from time to time.  Shaunfield
agrees to devote his full time, best efforts, abilities, knowledge and
experience to the faithful performance of the duties, responsibilities and
authorities which reasonably may be assigned to Shaunfield.

         3.      Term.  This Agreement shall be effective as of the 1st day of
November, 1995 (the "Effective Date") and shall continue in force and effect
for a period of thirty six (36) months until October 31, 1998 (the "Term")
unless terminated as provided in Section 6 hereof. The Base Salary shall
commence though as of October 1, 1995, but shall not effect the Term as set
forth herein.

         4.      Compensation.  Intelect shall pay Shaunfield, as full
compensation for services rendered by Shaunfield under this Agreement, as
follows:

         (a)     Base Salary.  Intelect initially shall pay Shaunfield a base
                 salary of Eighty Thousand and No/100 Dollars ($80,000.00) per
                 year.  Such Salary for each year shall be paid by Intelect to
                 Shaunfield in accordance with the regular payroll policies of
                 Intelect.

         (b)     Bonus Compensation.  Intelect also shall pay Shaunfield an
                 annual bonus ("Bonus Compensation") as follows:

                 (i)      In the first year of the term of his employment, a
                          bonus of Two Thousand Dollars ($2,000.00) per month,
                          without condition.

                 (ii)     In the second and third years of the term of his
                          employment, a bonus of Two Thousand Dollars
                          ($2,000.00) per month, conditional on the delivery of
                          specific improvements to the Technology, as mutually
                          agreed upon between





                                       15
<PAGE>   16
                          Shaunfield and the President of Intelect, which shall
                          be reviewed at the beginning of each fiscal year.

         5.      Employment Benefits.  In addition to the compensation payable
to Shaunfield hereunder, Shaunfield shall be entitled to the benefits afforded
to the employees of Intelect.

         6.      Termination and Compensation Thereof.  This Agreement and
Shaunfield's employment hereunder may be terminated without any breach of this
Agreement at any time during the Term without notice only by reason of and in
accordance with the following provisions:

         (a)     Death.  Shaunfield's death.

         (b)     Disability.  Shaunfield shall be prevented from performing his
                 duties hereunder by reason of becoming totally disabled as
                 hereinafter defined.  For purposes of this Agreement,
                 Shaunfield shall be deemed to have become totally disabled
                 when (i) Shaunfield either receives "total disability
                 benefits" or (ii) the Board of Directors of Intelect, upon the
                 written report of a qualified physician  designated by the
                 Board of Directors of Intelect or its insurers, shall have
                 determined that Shaunfield has become physically and/or
                 mentally incapable of performing his duties under this
                 Agreement on a permanent basis.

         (c)     Termination by Intelect for Cause.  Intelect may discharge
                 Shaunfield for cause and terminate this Agreement immediately
                 upon written notice to Shaunfield.  For purposes of this
                 Agreement, a "discharge for cause" shall mean termination of
                 Shaunfield upon written notice to Shaunfield for one or more
                 of the following reasons:

                 (1)      Gross mismanagement or gross neglect of Shaunfield's
                          duties as determined by the affirmative vote of
                          Intelect's Board of Directors after notice to
                          Shaunfield of the particular details thereof and a
                          period of thirty (30) days thereafter within which to
                          cure such act or acts of gross mismanagement or gross
                          neglect, and the failure of Shaunfield to cure such
                          act or acts within such thirty (30) day period;

                 (2)      Conviction of Shaunfield by a court of competent
                          jurisdiction of a felony or a crime involving moral
                          turpitude; or

                 (3)      Shaunfield's failure to comply with any material
                          provision of this Agreement that has not been cured
                          within ten (10) days after notice of such
                          noncompliance has been given by Intelect to
                          Shaunfield.

         (d)     Termination by Intelect with Notice.  Intelect may terminate
                 this Agreement, for a reason other than as set forth herein or
                 without reason at any time upon thirty (30) days written
                 notice to Shaunfield.

         (e)     Termination by Shaunfield for Good Reason.  Shaunfield may
                 terminate this Agreement at any time for Good Reason.  For
                 purposes of this Agreement, the term "Good Reason" shall mean,
                 without Shaunfield's express written consent, the occurrence
                 of any of the following circumstances ("Change"):

                 (1)      Any failure by Intelect to comply with any of the
                          provisions of Sections 4 or 5 of this Agreement;

                 (2)      Any failure by Intelect to comply with any material
                          provision of this Agreement that has not been cured
                          within thirty (30) days after notice of such
                          noncompliance has been given by Shaunfield to
                          Intelect.





                                       16
<PAGE>   17
         7.      Compensation on Termination.

         (a)     In the event this Agreement is terminated pursuant to Section
                 6, Shaunfield shall be entitled only to such Compensation as
                 accrued but unpaid including any unused paid time off and
                 Bonus Compensation, if any.

         8.      Confidentiality.

         (a)     Shaunfield recognizes and acknowledges that, by reason of his
                 past employment by Intelect and his continued employment by
                 and service to Intelect, he has had, and will continue to
                 have, access to confidential information of Intelect and its
                 parent and its subsidiaries, including, without limitation,
                 information and knowledge pertaining to products, inventions
                 innovations, designs, ideas, plans, trade secrets information,
                 manufacturing, packaging, advertising, distribution and sales
                 methods and systems (unique or proprietary to Intelect), sales
                 and profit figures, customer and client lists, and
                 relationships between Intelect and its affiliates and dealers,
                 distributors, wholesalers, customers, clients, suppliers and
                 others who have had or will have business dealings with
                 Intelect and its parent and its subsidiaries ("Confidential
                 Information").  Shaunfield acknowledges that such Confidential
                 Information is a valuable and unique asset and covenants that
                 he will not disclose any such Confidential Information to any
                 person for any reason whatsoever without the prior written
                 authorization of Intelect, unless such information is in the
                 public domain through no fault of Shaunfield or except as may
                 be required by law.

         (b)     Upon termination of his employment, Shaunfield will surrender
                 to Intelect any and all originals and copies of Confidential
                 Information, in whatever form.  Shaunfield acknowledges that
                 all such materials are the sole property of Intelect and that
                 he has no right, title or other interest in or to such
                 materials.

         9.      Competition.  Shaunfield agrees that during the term of his
employment and for a period of two (2) years thereafter, Shaunfield shall not
directly or indirectly, as an employee, employer, consultant, agent, principal,
partner, stockholder, corporate officer, director, or in any other individual
or representative capacity, perform for a Competitor of Intelect the same or
similar services as those performed for Intelect, its parent or subsidiaries or
attempt to interfere with, or obtain the services of, any employee of Intelect,
its parent or subsidiaries.  For the purpose of the immediately preceding
sentence, the term "Competitor" means any natural person or entity engaged in
the design, development, production, sale or installation of products, services
or software substantially similar to the "Developments" (as defined in Section
10(a) below).  Intelect will consider and promptly respond to written requests
by Shaunfield for waiver of the foregoing restrictions.

         10.     Ownership of Work Product.

         (a)     All developments (including inventions, whether patentable or
                 otherwise, trade secrets, discoveries, improvements, ideas and
                 writings) which either directly or indirectly related to
                 Intelect or any of its subsidiaries or affiliates (the
                 "Developments") which Shaunfield, either by himself or in
                 conjunction with any other person or persons, has conceived,
                 made developed, acquired or acquired knowledge of during his
                 employment by Intelect or which Shaunfield, either by himself
                 or in conjunction with any other person or persons, shall
                 conceive, make, develop, acquire or acquire knowledge of
                 during the course of his employment, shall become and remain
                 the sole and exclusive property of Intelect or its designee.
                 Developments also shall include the "Technology" and "Product"
                 as defined in the above- referenced Irrevocable Option
                 Agreement.





                                       17
<PAGE>   18
         (b)     Shaunfield hereby assigns, transfers and conveys, and agrees
                 to so assign, transfer and convey, all of his right, title and
                 interest in and to any and all such Developments, and to
                 disclose fully as soon as practicable, in writing, all such
                 Developments to Intelect or its designee.  At any time and
                 from time to time, during or after Shaunfield's employment
                 with Intelect, upon the request and at the expense of
                 Intelect, Shaunfield will execute and deliver any and all
                 instruments, documents and papers, give evidence and do any
                 and all other acts which, in the opinion of counsel for
                 Intelect, are or may be necessary or desirable to document
                 such transfer or to enable Intelect to file and prosecute
                 applications for and to acquire, maintain and enforce any and
                 all patents, trademark or tradename registrations or
                 copyrights with respect to any such Development, or to obtain
                 any extension, validation, reissue, continuance or renewal of
                 any such patent, trademark or copyright.  Intelect will be
                 responsible for the preparation of any such instruments,
                 documents and papers and for the prosecution of any such
                 proceedings and will reimburse Shaunfield for all reasonable
                 expenses incurred by him in compliance with the provisions of
                 this Paragraph 3.

         11.     General Provisions.

         (a)     Severability.  If any provision contained in this Agreement is
                 determined  by a court of competent jurisdiction to be void,
                 illegal or unenforceable, in whole or in part, then the other
                 provisions contained herein shall remain in full force and
                 effect as if the provision which was determined to be void,
                 illegal, or unenforceable had not been contained herein.

         (b)     Waiver, Modification, and Integration.  The waiver by any
                 party hereto of a breach of any provision of this Agreement
                 shall not operate or be construed as a waiver of any
                 subsequent breach by any party.  This instrument contains the
                 entire agreement of the parties concerning employment and
                 supersedes all prior and contemporaneous representations,
                 understandings and agreements, either oral or in writing,
                 between the parties hereto with respect to the employment of
                 Shaunfield by Intelect and all such prior or contemporaneous
                 representations, understandings and agreements, both oral and
                 written, are hereby terminated.  This Agreement may not be
                 modified, altered or amended except by written agreement of
                 all the parties hereto.

         (c)     Binding Effect.  This Agreement shall be binding and effective
                 upon Intelect and its successors and permitted assigns, and
                 upon Shaunfield and Shaunfield's heirs and representatives;
                 provided, however, that Intelect shall not assign this
                 Agreement without the written consent of Shaunfield.

         (d)     Governing Law.  The parties intend that the laws of the State
                 of Texas should govern the validity of this Agreement, the
                 construction of its terms, and the interpretation of the
                 rights and duties of the parties hereto.

         (e)     Counterpart Execution.  This Agreement may be executed in two
                 or more counterparts, each of which shall be deemed an
                 original, but all of which together shall  constitute but one
                 and the same instrument.





                                       18
<PAGE>   19
         (f)     Confidentiality.  This Agreement is confidential, and the
                 substance may be disclosed only as mutually agreed by the
                 Parties or as may be required by law.


                                    INTELECT, INC.:


                                    By:    /s/ Edwin Ducayet
                                        ---------------------------
                                           Name:     Edwin Ducayet
                                           Title:    Vice President

                                    JOHN SHAUNFIELD:

                                    /s/ John Shaunfield
                                    --------------------------------




                                       19