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                                                           EXHIBIT 10.43


                          ADVISORY SERVICES AGREEMENT


         Advisory Services Agreement, effective May 1, 1997, entered into by
and between Intelect Communications Systems Limited (the "Company"), with
offices located at 1100 Executive Drive, Richardson, Texas 75081, and
Renaissance Financial Securities Corp., a New York corporation (the
"Consultant"), with offices located at 200 Old Country Road, Suite 400,
Mineola, New York 11501.

                                    RECITALS

         WHEREAS, the Consultant is in the business of providing advisory
services regarding financial markets, investment community relations and
corporate financing activities; and

         WHEREAS, the Company wishes to retain Consultant to provide such
services;

         NOW THEREFORE, in consideration of the premises and the mutual
covenants of this Agreement hereinafter set forth, the parties hereto covenant
and agree as follows:

         1.      Purposes.  The Company hereby retains the Consultant to act in
an advisory capacity to the Company on the terms and conditions set forth
herein.  The parties agree that the Consultant shall be engaged by the Company
as an independent contractor on a consulting basis and not as an employee of
the Company.

         2.      Term.  The Consultant hereby agrees to provide services to the
Company commencing on the date hereto and ending on or about August 31, 1998
unless terminated earlier pursuant to Section 9 hereof.  This Agreement can be
extended with the consent of both parties.

         3.      Duties of Consultant.  During the term of this Agreement,
Consultant shall provide the Company with such regular and customary advisory
services as may be reasonably requested by the Company, provided that the
Consultant shall not be required to undertake duties not reasonably within the
scope of the services contemplated by this Agreement.  It is understood and
acknowledged by the parties that the value of Consultant's advice is not
readily quantifiable,  and that Consultant shall be obligated to render advice
upon the request of the Company, in good faith, but shall not be obligated to
spend a pre-designated amount of time in so doing and the Company shall not be
obligated to request or utilize such advice.  Consultant's duties will include,
but will not necessarily be limited to, providing recommendations concerning
one or more of the following matters:

         A.      Assisting in the Company's investor relations;
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         B.      Assisting in the Company's financial public relations;

         C.      Assisting the Company in distribution of its public
                 information disclosures;

         D.      Assisting the Company in communicating with the broker/dealer
                 and investment banking communities, increasing the awareness
                 of the Company among institutional investors, business
                 analysts, money managers, retail stockbrokers, market makers
                 and security research analysts;

         E.      Assisting the Company in obtaining financial media coverage,
                 i.e., Wall Street Journal, NY Times, Business Week, Forbes,
                 technology publications;

         F.      Providing or arranging for written research reports with
                 respect to the Company; and

         G.      Assisting the Company in the soliciting of proxies for matters
                 voted upon by the Company's shareholders at General or Special
                 Meetings of shareholders.


         4.      Consultant and Company acknowledge that from time to time the
Company may need, and the Consultant may be in a position to provide, certain
transactional services such as locating a successful acquisition or merger
candidate or locating and raising private placement funding.  The parties agree
that any such services shall be performed, and the payment for such services
shall be made, on a transaction-by-transaction basis pursuant to the terms of a
separate written agreement to be entered into by the parties.  The parties do
agree, however, that in the event the parties do enter into such a separate
written agreement, such written agreement shall provide for compensation of
Consultant in substantially the following manner:

         A.      If the Consultant exclusively locates and presents the Company
                 with an acquisition and/or merger candidate that results in
                 the successful closing of such acquisition and/or merger, then
                 the Company shall pay the Consultant a finders fee at such
                 closing.  This finders fee shall be paid in shares of the
                 Company's common stock (as listed on NASDAQ) in an amount
                 based on the Lehman formula (such shares being referred to
                 herein as the "Finders Fee Shares").  The value of the
                 transaction for which a finders fee shall be payable to
                 Consultant based on the Lehman formula, whether in connection
                 with a merger, acquisition and/or consolidation shall be the
                 consideration paid or received by the Company or its
                 shareholders as the case may be, or if such determination
                 cannot be readily ascertained then the value shall be that of
                 the transaction taken in its entirety.  In the event of any
                 dispute as to the value of the transaction or the calculation
                 of the finders fee, the Consultant and the Company shall have
                 the right to mutually select a qualified third party to
                 determine such valuation and/or finders fee, which
                 determination shall be final and binding.  The expenses of
                 such third party shall be shared equally between the parties.
                 The
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                 number of shares issuable to Consultant shall then be
                 determined by dividing the finders fee by the closing bid
                 price of the shares of the Company's common stock on NASDAQ on
                 the date of the closing of the merger or acquisition. If, at
                 any time during the period in which the Consultant owns the
                 Finder Fee Shares, the Company proposes to file a registration
                 statement or notification under the Securities Act for the
                 primary or secondary sale of any debt or equity security, it
                 will give written notice at least 30 days prior to the filing
                 of such registration statement or notification to the
                 Consultant of its intention to do so.  The Company agrees
                 that, after receiving written notice from the Consultant of
                 its desire to include its Finder Fee Shares in such proposed
                 registration statement or notification, the Company shall
                 afford the Consultant the opportunity to have its Finder Fee
                 Shares included therein.  Notwithstanding the provisions of
                 this paragraph, the Company shall have the right, at any time
                 after it shall have given written notice pursuant to this
                 paragraph (whether or not a written request for inclusion of
                 the Finder Fee Shares shall be made) to elect not to file any
                 such proposed registration statement or notification or to
                 withdraw the same after the filing but prior to the effective
                 date thereof.  If the Company does not file a registration
                 statement within twelve (12) months from the date of issuance
                 of the Finders Fee Shares then the Consultant shall have the
                 right on one occasion only to demand that the Company file, at
                 the Company's expense, a registration for the Consultant's
                 Finders Fee Shares.  In no event shall the Company be
                 obligated to include the Finder Fee Shares in any registration
                 statement under this paragraph if:  (i) in the written opinion
                 of the Company's underwriter, the inclusion of the Finder Fee
                 Shares in such registration statement or notification would be
                 materially detrimental to the proposed offering of debt or
                 equity securities pursuant to which the Company gave notice to
                 the holders under this paragraph; (ii) year end audited
                 financial statements of a date within one-hundred twenty days
                 of the filing of the registration statement are not available;
                 or (iii) in the opinion of counsel for the Company that the
                 Finder Fee Shares are not considered "restricted securities"
                 within the meaning of Rule 144 promulgated under the
                 Securities Act and that registration under the Securities Act
                 is therefore not required.

                 If the Consultant is responsible for raising private placement
                 or debt funds, it will be entitled to a 10% fee in cash or in
                 common stock, at its election.  If the Consultant raises money
                 with the assistance from another broker/dealer or source then
                 the Consultant and the Company will negotiate an additional
                 finders fee above the 10% fee but no greater than an
                 additional 3% fee.

         5.      Compensation.  In consideration for the advisory services
pursuant to this Agreement by Consultant for the Company, the Company shall pay
to AJC, Inc., as assignee of Consultant, the warrants described in this Section
5.  Consultant agrees and acknowledges





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that because of its affiliation with AJC, Inc., Consultant is receiving a
financial benefit from the warrants being issued to AJC, Inc., and Consultant
acknowledges the receipt and sufficiency of the consideration being paid for
its advisory services hereunder.  Accordingly, the Company shall issue warrants
as follows:

         A.      100,000 warrants to purchase the common stock of the Company
                 at $3.00 per share;

         B.      100,000 warrants to purchase the of common stock of the
                 Company at $5.00 per share; and

         C.      100,000 warrants to purchase the common stock of the Company
                 at $7.00 per share.

         Such warrants are being issued pursuant to the Warrant Agreement
attached hereto as Exhibit "A" attached hereto and incorporated herein by
reference.

         6.      Expenses.  The Company will promptly reimburse Consultant for
all pre-approved out-of-pocket expenses properly incurred by it in its
performance of this Agreement provided that a written accounting is made to the
Company by the Consultant.  Such expenses shall include, but not be limited to,
travel expenses, printing costs and postage for bulk mailings of research
reports.

         7.      Further Agreements.  Because of the nature of the services
being provided by Consultant hereunder, Consultant acknowledges that it may
receive access to Confidential Information (as defined in Section 8 hereof) and
that, as a consultant to the Company, it will attempt to provide advice that
serves the best interests of the Company.  Because of the uniqueness of this
relationship, the Consultant covenants and agrees that, with respect to the
shares of common stock of the Company that it acquires upon the exercise of the
warrants granted to it in Section 5(a) and (b) hereof, Consultant shall, at all
times that it is the beneficial owner of such shares, vote such shares on all
matters coming before it as a stockholder of the Company in the same manner as
the majority of the Board of Directors of the Company shall recommend.

         8.      Confidentiality.  Consultant acknowledges that as a
consequence of its relationship with the Company, it may be given access to
confidential information which may include the following types of information:
financial statements and related financial information with respect to the
Company and its subsidiaries (the "Confidential Financial Information"), trade
secrets, products, product development, product packaging, future marketing
materials, business plans, certain methods of operation, procedures,
improvements, systems, customer lists, supplier lists and specifications, and
other private and confidential materials concerning the Company's business
(collectively, "Confidential Information").





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         Consultant covenants and agrees to hold such Confidential Information
strictly confidential and shall only use such information solely to perform its
duties under this Agreement, and Consultant shall refrain from allowing such
information to be used in any way for its own private or commercial purposes.
Consultant shall also refrain from disclosing any such Confidential Information
to any third parties and will disclose such Confidential Information only to
employees of Consultant who need to know in furtherance of performing the
obligations of Consultant hereunder.  Consultant further agrees that upon
termination or expiration of this Agreement, it will return all Confidential
Information and copies thereof to the Company and will destroy all notes,
reports and other material prepared by or for it containing Confidential
Information.  Consultant understands and agrees that the Company might be
irreparably harmed by violation of this Agreement and that monetary damages may
be inadequate to compensate the Company.  Accordingly, the Consultant agrees
that, in addition to any other remedies available to it at law or in equity,
the Company shall be entitled to injunctive relief to enforce the terms of this
Agreement.

         Notwithstanding the foregoing, nothing herein shall be construed as
prohibiting Consultant from disclosing any Confidential Information (a) which
at the time of disclosure, Consultant can demonstrate either was in the public
domain and generally available to the public or thereafter becomes a part of
the public domain and is generally available to the public by publication or
otherwise through no act of the Consultant; (b) which Consultant can establish
was independently developed by a third party who developed it without the use
of the Confidential Information and who did not acquire it directly or
indirectly from Consultant under an obligation of confidence; (c) which
Consultant can show was received by it after the termination of this Agreement
from a third party who did not acquire it directly or indirectly from the
Company under an obligation of confidence; or (d) to the extent that the
Consultant can reasonably demonstrate such disclosure is required by law or in
any legal proceeding, governmental investigation, or other similar proceeding.

         9.      Termination.

         A.      This Agreement shall terminate upon:

                 (i)      Expiration of the term of this Agreement; or

                 (ii)     Consultant's voluntary resignation to be effective
                          upon thirty (30) days prior written notice to the
                          Company; or

                 (iii)    The Company's election, in its sole discretion, even
                          without "cause" (as such term is defined in Section
                          9(B) below), upon five (5) days written notice to
                          Consultant.  It is agreed by the Company and
                          Consultant that the Company may terminate this
                          Agreement at any time for any reason





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                          without cause, and in such event, Consultant shall
                          not be entitled to provide any further services to
                          the Company under this Agreement and Consultant shall
                          be entitled only to receive the compensation
                          described in Section 5 hereof and reimbursement for
                          any expenses approved pursuant to Section 6 hereof
                          accrued through the date of termination.

         B.      This Agreement may be terminated by the Company "for cause",
                 meaning Consultant's gross default or refusal to provide the
                 services contemplated in Section 3 hereof; provided, however,
                 the Company shall notify Consultant in writing of its
                 intention to terminate this Agreement "for cause" and
                 Consultant shall have the right to cure such default within
                 thirty (30) days of receipt of such written notice.  If
                 Consultant has not cured such default within the period
                 specified above, then this Agreement shall terminate as of the
                 date of expiration of such thirty (30) day period, and
                 Consultant shall only be entitled to that amount of accrued
                 compensation and reimbursement of expenses as described in
                 Sections 5 and 6 hereof which is accrued through such date of
                 termination.

         10.     Opinion of Counsel.  Consultant has delivered to the Company
that certain opinion of counsel from Jamie K.C. Scher attached hereto as
Exhibit "B" and incorporated herein by reference.

         11.     No Waiver.  The failure of any party to insist upon the strict
performance of any of the terms, conditions or provisions of this Agreement
shall not be construed as a waiver or relinquishment of future compliance
therewith, and said terms, conditions and provisions shall remain in full force
and effect.  No interpretation, changes, modifications, terminations or waivers
of any of the provisions of this Agreement shall be binding upon the Company or
Consultant unless in writing and signed by the person to be bound.

         12.     Rights, Obligations and Assignment.  The rights and
obligations of the Company and the Consultant under this Agreement shall inure
to the benefit of, and shall be binding upon, the successors and assigns of
each, as the case may be.  An assignment by either party hereto may be made if
the Company or the Consultant shall at any time be merged into or consolidated
with any other corporation, or if substantially all of the assets of the
Company, including its business and good will, are transferred to another
corporation, association, individual or partnership.  Except as specifically
provided herein, neither party shall make any assignment without the written
consent of the other party.  The provisions of this Agreement shall be binding
upon and insure to the benefit of the corporation resulting from such merger or
consolidation, or the transferee to which such assets shall be transferred.
This paragraph shall also apply in the event of any subsequent merger,
consolidation or transfer.  The duties of Consultant to any such successor
entity shall not be greater than duties performed for the Company prior to such
succession.





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         13.     Entire Agreement.  This Agreement embodies the entire
understanding between the parties hereto pertaining to the subject matter
hereof and supersedes all prior agreements and understandings of the parties in
connection therewith.

         14.     Severability.  If any of the provisions of this Agreement
shall for any reason be adjudged by any court of competent jurisdiction to be
invalid or unenforceable, such judgment shall not affect, impair or invalidate
the remainder of this Agreement, but shall be confined in its operation to the
provisions of this Agreement directly involved in the controversy in which such
judgment shall have been rendered.

         15.     Notices.  Notices, other communications or deliveries required
or permitted under this Agreement shall be in writing directed as follows:

<TABLE>
         <S>     <C>
         A.      To the Company at:
                 Intelect Communications Systems Limited
                 1100 Executive Drive
                 Richardson, Texas 75081
                 Attention:       Herman M. Frietsch
                 Title:           Chairman and Chief Executive Officer

                 With copy to:
                 Philip P. Sudan, Jr.
                 Ryan & Sudan, LLP
                 909 Fannin, Suite 3900
                 Houston, Texas 77010-1010

         B.      To Consultant:
                 Renaissance Financial Securities Corp.
                 200 Old Country Road, Suite #400
                 Mineola, New York 11501
                 Attention:       Todd M. Spehler
                 Title:           President
</TABLE>

         The parties may designate by notice to each other any new address for
the purpose of this Agreement.  Unless otherwise specified in this Agreement,
all notices shall be effective when mailed postage prepaid by registered or
certified mail, return receipt requested.

         16.     Applicable Law.  This Agreement shall be construed and
enforced in accordance with the internal substantive laws of the State of
Texas, as from time to time constituted and regard to the conflicts of laws
principles thereof.

         17.     Headings.  The captions and headings contained in this
Agreement are for





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reference purposes only and shall not affect the interpretation or meaning of
this Agreement.

         18.     Counterparts.  This Agreement may be executed in several
counterparts, each of which when so executed shall be deemed to be an original
and such counterparts together shall constitute one and the same instrument and
all parties agree that the reproduction of signatures by way of telecopying
device will be treated as though such reproductions were executed originals,
and each party under-takes to provide the others with an original (bearing
original signatures) as soon as reasonably practicable.

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

                                         Intelect Communications Systems Limited





Date:    7-7-97                          By:           /s/ HERMAN M. FRIETSCH
                                            ------------------------------------
                                                       Name: Herman M. Frietsch
                                                       Title Chairman and Chief
                                                             Executive Officer


                                         Renaissance Financial Securities Corp.



Date:    7-3-97                          By:           /s/ TODD M. SPEHLER
                                            ------------------------------------
                                                       Name:   Todd M. Spehler
                                                       Title:  President





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