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                                                                    EXHIBIT 10.1

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND ARE "RESTRICTED SECURITIES" WITHIN THE MEANING OF RULE 144
PROMULGATED UNDER THE SECURITIES ACT. THE WARRANT AND THE SECURITIES ISSUABLE
UPON EXERCISE THEREOF HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR
TRANSFERRED WITHOUT COMPLYING WITH RULE 144 IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION OR OTHER COMPLIANCE UNDER THE SECURITIES ACT.

                                                            WARRANT TO PURCHASE
                                                            Up to 300,000 SHARES

                          INTELECT COMMUNICATIONS, INC.
                            (a Delaware corporation)

                           WARRANT FOR THE PURCHASE OF
                     Common Stock, $.01 Par Value per Share

                            THIS WARRANT WILL BE VOID
           AFTER 6:00 P.M. CENTRAL STANDARD TIME ON DECEMBER 31, 2002

         This amended and restated warrant (the "Warrant") certifies that, for
value received, AJC, Inc., (hereafter "AJC" or the "Holder") is entitled, at any
time and from time to time on or after September 1, 1998 (the "Beginning Date"),
and at any time prior to 6:00 p.m. Central Standard Time on December 31, 2002
(the "Expiration Time"), to purchase from Intelect Communications, Inc., a
Delaware corporation (the "Company"), up to the number of shares shown above
(the "Warrant Shares") of common stock, par value $.01, of the Company (the
"Common Stock") by surrendering this Warrant with the purchase form attached
hereto, duly executed, at the principal office of the Company at 1100 Executive
Drive, Richardson, Texas 75081, and by paying in full and in lawful money of the
United States of America, by cash or cashiers' check, the purchase price of the
Warrant Shares as to which this Warrant is exercised, on all the terms and
conditions hereinafter set forth. This Warrant is issued in connection with that
certain Advisory Services Agreement dated effective September 1, 1998 (the
"Agreement"), by and between the Company and AJC and replaces and supersedes the
warrant originally issued to AJC and dated May 1, 1997.

         1.      The purchase price at which the Warrant Shares are purchasable 
(the "Warrant Price") shall be as follows:

                 a.  100,000 shares at an exercise price of $3.00 per share; and

                 b.  200,000 shares at an exercise price of $2.00 per share.




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         2.      On the exercise of all or any portion of this Warrant in the
manner provided above, the person exercising the same shall be deemed to have
become a holder of record of Common Stock (or of the other securities or
properties to which he or it is entitled on such exercise) for all purposes, and
certificates for the securities so purchased shall be delivered to the purchaser
within a reasonable time after the Warrant shall have been exercised as set
forth above. If this Warrant shall be exercised with respect to only a portion
of the Warrant Shares covered hereby, the holder shall be entitled to receive a
similar warrant of like tenor and date covering the number of Warrant Shares
with respect to which this Warrant shall not have been exercised.

         3.      The Company covenants and agrees that the Warrant Shares which
may be issued on the exercise of the rights represented by this Warrant will,
upon receipt of the Warrant Price, be fully paid and nonassessable, and free
from all taxes, liens, and charges with respect to the issue thereof. The
Company further covenants and agrees that, during the period within which the
rights represented by this Warrant may be exercised, the Company will have
authorized and reserved a sufficient number of shares of Common Stock to provide
for the exercise of the rights represented by this Warrant.

         4.      The Warrant Price and number of Warrant Shares purchasable
pursuant to this Warrant may be subject to adjustment from time to time as
follows:

                 (a)    If the Company issues any stock dividends, the Warrant
         Price in effect immediately prior to the record date for such stock
         dividend shall be proportionately decreased or, at the holder's option,
         the number of Warrant Shares exercisable hereunder shall be
         proportionately increased, such adjustment to become effective
         immediately after the opening of business on the day following such
         record date.

                 (b)    If the Company shall subdivide the outstanding shares of
         Common Stock into a greater number of shares, combine the outstanding
         shares of Common Stock into a smaller number of shares, or issue by
         reclassification any of its shares, the Warrant Price and the number of
         Warrant Shares in effect immediately prior thereto shall be adjusted so
         that the holder of this Warrant shall be entitled to receive, after the
         occurrence of any of the events described, the number of Warrant Shares
         to which the holder would have been entitled had this Warrant been
         exercised immediately prior to the occurrence of such event. Such
         adjustment shall become effective immediately after the opening of
         business on the day following the date on which such subdivision,
         combination, or reclassification, as the case may be, becomes
         effective.

                  (c)   If any capital reorganization or reclassification of
         Common Stock, or consolidation or merger of the Company with another
         corporation or the sale of all or substantially all of its assets to
         another corporation shall be effected in such a way that holders of
         Common Stock shall be entitled to receive stock, securities, or assets
         with respect to or in exchange for Common Stock, then, as a condition
         of such reorganization, reclassification, consolidation, merger or
         sale, lawful adequate provisions shall be made whereby the holder of
         this Warrant shall thereafter have the right to acquire and receive on
         exercise hereof such shares of stock, securities, or assets as would
         have been issuable 



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         or payable (as part of such reorganization, reclassification,
         consolidation, merger or sale) with respect to or in exchange for such
         number of outstanding shares of Common Stock as would have been
         received on exercise of this Warrant immediately before such
         reorganization, reclassification, consolidation, merger or sale. In any
         such case, appropriate provision shall be made with respect to the
         rights and interests of the holder of this Warrant to the end that the
         provisions hereof shall thereafter be applicable in relation to any
         shares of stock, securities, or assets thereafter deliverable on the
         exercise of this Warrant. In the event of a merger or consolidation of
         the Company with or into another corporation or the sale of all or
         substantially all of its assets as a result of which a number of shares
         of common stock of the surviving or purchasing corporation greater or
         less than the number of shares of Common Stock outstanding immediately
         prior to such merger, consolidation, or purchase are issuable to
         holders of Common Stock, then the Warrant Price in effect immediately
         prior to such merger, consolidation, or purchase shall be adjusted in
         the same manner as though there were a subdivision or combination of
         the outstanding shares of Common Stock. The Company will not effect any
         such consolidation, merger, or sale unless prior to the consummation
         thereof the successor corporation resulting from such consolidation or
         merger or the corporation purchasing such assets shall assume, by
         written instrument mailed or delivered to the holder hereof at its last
         address appearing on the books of the Company, the obligation to
         deliver to such holder such shares of stock, securities, or assets as,
         in accordance with the foregoing provisions, such holder may be
         entitled to acquire on exercise of this Warrant.

                 (d)    No fraction of a share shall be issued on exercise 
         hereof, but, in lieu thereof, the Company, notwithstanding any other
         provision hereof, may pay therefor in cash at the fair value of any
         such fractional share at the time of exercise.

                 (e)    Neither the purchase or other acquisition by the Company
         of any shares of Common Stock nor the sale or other disposition by the
         Company of any shares of Common Stock shall affect any adjustment of
         the Warrant Price or be taken into account in computing any subsequent
         adjustment of the Warrant Price.

         5.      This Warrant shall not be transferable or assignable.

         6.      Notwithstanding any other provisions contained in this Warrant,
the Holder hereof understands and agrees that the following restrictions and
limitations shall be applicable to all Warrant Shares and to all resales or
other transfers thereof pursuant to the Securities Act, and that as a condition
to the exercise of such warrant that the following are and will be true and
correct:

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

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


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

                 (C)    Stop transfer instructions will be imposed with respect
         to the Warrant Shares so as to restrict resale or other transfer
         thereof, subject to this Section 6.

                 (D)    The Holder is an "accredited investor" within the 
         meaning of Rule 501 of Regulation D as promulgated under the Securities
         Act of 1933, and will be so as a condition of purchasing any of the
         Warrant Shares. The Holder will acquire the Warrant Shares for its own
         account for investment purposes and not with a view towards
         distribution. The Holder must bear the economic risk of the investment
         for an indefinite period of time because the Warrant Shares have not
         been registered under the Securities Act and therefore cannot be sold
         unless they are subsequently registered under the Securities Act or an
         exemption from such registration is available. The Holder has received
         and carefully reviewed copies of all documents filed by the Company as
         of the time of each exercise with the Securities and Exchange
         Commission. No representations or warranties have been made to the
         Holder by the Company, the officers or directors of the Company, or any
         agent, employee or affiliate of any of them. The Holder is aware that
         the purchase of the Warrant Shares involves a high degree of risk and
         that it may sustain, and has the financial ability to sustain, the loss
         of its entire investment. The Holder has had the opportunity to ask
         questions of, and receive answers, satisfactory to it from the
         Company's management regarding the Company. The Holder understands that
         no Federal or State governmental authority has made any finding or
         determination relating to the fairness of an investment in the Warrant
         Shares and that no Federal or State governmental authority has
         recommended or endorsed, or will recommend or endorse, the investment
         herein. The Holder, in making the decision to purchase the Warrant
         Shares subscribed for, has relied upon independent investigations made
         by it and has not relied on any information or representations made by
         third parties. The Holder has significant assets, and upon consummation
         of the purchase of the Warrant Shares, will continue to have
         significant assets exclusive of the Warrant Shares. The Holder
         understands that the Warrant Shares are being offered and sold to it in
         reliance on specific provisions of Federal and State securities laws
         and that the Company is relying upon the truth and accuracy of the
         representations, warranties, agreements, acknowledgments and
         understandings of the Holder set forth herein in order to determine the
         applicability of such provisions. The Holder, in making the decision to
         purchase the Warrant Shares subscribed for, has relied upon independent
         investigations made by it and has not relied on any information or
         representations made by third parties.





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         7.      The Company agrees to register or qualify the Warrant Shares 
(but not this Warrant) for sale as follows:

                 (a)    If, at any time after the date hereof and during the
         period in which the rights represented by this Warrant are exercisable
         or the holder hereof owns the Warrant 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 holders of this Warrant
         and the Warrant Shares of its intention to do so. The Company agrees
         that, after receiving written notice from the warrant holder of his
         desire to include his Warrant Shares in such proposed registration
         statement or notification, the Company shall afford the holders of this
         Warrant and the Warrant Shares the opportunity to have their Warrant
         Shares included therein. Notwithstanding the provisions of this
         paragraph 7(a), 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 Warrant 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. In no event shall the Company be obligated to
         include the Warrant Shares in any registration statement or
         notification under this paragraph 7(a) if: (i) in the written opinion
         of the underwriter, the inclusion of the Warrant 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) in
         the opinion of counsel for the Company, concurred in by counsel for the
         holder hereof, that the Warrant 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, or (iii) such Warrant Shares are subject to a
         previously filed registration statement.

                 (b)    In connection with the filing of a registration
         statement, notification, or post-effective amendment under this
         section, the Company covenants and agrees:

                        (i)    to pay all expenses of such registration 
                 statement, notification, or post-effective amendment,
                 including, without limitation, printing charges, legal fees and
                 disbursements of counsel for the Company, blue sky expenses,
                 accounting fees and filing fees, but not including legal fees
                 and disbursements of counsel to the holders and any sales
                 commissions on Warrant Shares offered and sold;

                        (ii)   to take all necessary action which may reasonably
                 be required in qualifying or registering the Warrant Shares
                 included in a registration statement, notification or
                 post-effective amendment for the offer and sale under the
                 securities or blue sky laws of such states as requested by the
                 holders; provided that the Company shall not be obligated to
                 execute or file any general consent to service of process or to
                 qualify as a foreign corporation to do business under the laws
                 of any such jurisdiction; and




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                        (iii)  to utilize its best efforts to keep the same
                 effective for a period of not less than 90 nor more than 120
                 days.

                  (c)      Indemnification; Contribution.

                           (i)   Indemnification by the Company. The Company
                  agrees to indemnify and hold harmless the holders from and
                  against any and all losses, claims, damages, liabilities and
                  expenses (including reasonable costs of investigation) arising
                  out of or based upon any untrue statement or alleged untrue
                  statement of a material fact contained in any such
                  registration statement or prospectus contained therein or in
                  any amendment or supplement thereto or in any preliminary
                  prospectus, or arising out of or based upon any omission or
                  alleged omission to state therein a material fact required to
                  be stated therein or necessary to make the statements therein
                  not misleading, except insofar as such losses, claims,
                  damages, liabilities or expenses arise out of, or are based
                  upon, any such untrue statement or omission or allegation
                  thereof based upon information furnished in writing to the
                  Company by the holders or on the holders' behalf expressly for
                  use therein.

                           (ii)  Indemnification by Holders. Each holder agrees
                  to indemnify and hold harmless, severally and not jointly, the
                  Company, its directors and officers and each person, if any,
                  who controls the Company within the meaning of either Section
                  15 of the Securities Act or Section 20 of the Exchange Act to
                  the same extent as the foregoing indemnity from the Company to
                  the holders, but only with respect to information furnished in
                  writing by a holder or on a holder's behalf expressly for use
                  in any such registration statement or prospectus relating to
                  the Warrant Shares, any amendment or supplement thereto or any
                  preliminary prospectus, and only in an amount not to exceed
                  the proceeds of any Warrant Shares sold by any such holder
                  thereunder. In case any action or proceeding shall be brought
                  against the Company or its directors or officers, or any such
                  controlling person, in respect of which indemnity may be
                  sought against the holders, the holders shall have the rights
                  and duties given to the Company, and the Company or its
                  directors or officers or such controlling person shall have
                  the rights and duties given to the holders, by the preceding
                  subsection hereof.

                           (iii) Conduct of Indemnification Proceedings. If any
                  action or proceeding (including any governmental
                  investigation) shall be brought or asserted against any person
                  entitled to indemnification under subsections (i) or (ii)
                  above (an "Indemnified Party") in respect of which indemnity
                  may be sought from any party who has agreed to provide such
                  indemnification (an "Indemnifying Party"), the Indemnifying
                  Party shall assume the defense thereof, including the
                  employment of counsel reasonably satisfactory to such
                  Indemnified Party, and shall assume the payment of all
                  expenses. Such Indemnified Party shall have the right to
                  employ separate counsel in any such action and to participate
                  in the defense thereof, but the 




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                 fees and expenses of such counsel shall be at the expense of
                 such Indemnified Party unless (A) the Indemnifying Party has
                 agreed to pay such fees and expenses or (B) the named parties
                 to any such action or proceeding (including any impleaded
                 parties) include both such Indemnified Party and the
                 Indemnifying Party, and such Indemnified Party shall have been
                 advised by counsel that there is a conflict of interest on the
                 part of counsel employed by the Indemnifying Party to represent
                 such Indemnified Party (in which case, if such Indemnified
                 Party notifies the Indemnifying Party in writing that it elects
                 to employ separate counsel at the expense of the Indemnifying
                 Party, the Indemnifying Party shall not have the right to
                 assume the defense of such action or proceeding on behalf of
                 such Indemnified Party; it being understood, however, that the
                 Indemnifying Party shall not, in connection with any one such
                 action or proceeding or separate but substantially similar or
                 related actions or proceedings in the same jurisdiction arising
                 out of the same general allegations or circumstances, be liable
                 for the fees and expenses of more than one separate firm of
                 attorneys (together with appropriate local counsel) at any time
                 for all such Indemnified Parties, which firm shall be
                 designated in writing by such Indemnified Parties). The
                 Indemnifying Party shall not be liable for any settlement of
                 any such action or proceeding effected without its written
                 consent, but if settled with its written consent, or if there
                 be a final judgment for the plaintiff in any such action or
                 proceeding, the Indemnifying Party shall indemnify and hold
                 harmless such Indemnified Parties from and against any loss or
                 liability (to the extent stated above) by reason of such
                 settlement or judgment.

                           (iv)  Contribution. If the indemnification provided
                  for in this Section 7(c) is unavailable to the Indemnified
                  Parties in respect of any losses, claims, damages, liabilities
                  or judgments referred to herein, then each Indemnifying Party,
                  in lieu of indemnifying such Indemnified Party, shall
                  contribute to the amount paid or payable by such Indemnified
                  Party as a result of such losses, claims, damages, liabilities
                  and judgments in the following manner as between the Company
                  on the one hand and each holder on the other, in such
                  proportion as is appropriate to reflect the relative fault of
                  the Company on the one hand and each holder on the other in
                  connection with the statements or omissions which resulted in
                  such losses, claims, damages, liabilities or judgments, as
                  well as any other relevant equitable considerations. The
                  relative fault of the Company on the one hand and of the
                  holder on the other shall be determined by reference to, among
                  other things, whether the untrue or alleged untrue statement
                  of a material fact or the omission or alleged omission to
                  state a material fact relates to information supplied by such
                  party, and the party's relative intent, knowledge, access to
                  information and opportunity to correct or prevent such
                  statement or omission. No person guilty of fraudulent
                  misrepresentation (within the meaning of subsection 11(f) of
                  the Securities Act) shall be entitled to contribution from any
                  person who was not guilty of such fraudulent
                  misrepresentation.

                           (v)   Survival. The indemnity and contribution
                  agreements contained in this 7(c) shall remain operative and
                  in full force and effect regardless of (A) any 



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                 termination of this Agreement, (B) any investigation made by or
                 on behalf of any Indemnified Party or by or on behalf of the
                 Company and (C) the consummation of the sale or successive
                 resale of the Warrant Shares.

         8.      As used herein, the term "Common Stock" shall mean and include
the Common Stock authorized on the date of the original issue of this Warrant,
and shall also include any capital stock of any class of the Company thereafter
authorized that shall not be limited to a fixed sum or percentage in respect of
the rights of the holders thereof to participate in dividends and in the
distribution of assets on the voluntary or involuntary liquidation, dissolution,
or winding up of the Company; provided that the Warrant Shares purchasable
pursuant to this Warrant shall include only shares of the class designated in
the Company's Certificate of Incorporation as Common Stock on the date of the
original issue of this Warrant or, in the case of any reorganization,
reclassification, consolidation, merger, or sale of assets of the character
referred to in paragraph 4(c) hereof, the stocks, securities, or assets provided
for in such paragraph.

         9.      This agreement shall be construed under and be governed by the
laws of the State of Texas.

         10.     Any notices required or permitted hereunder shall be
sufficiently given if delivered by hand or sent by registered or certified mail,
postage prepaid, addressed as follows:

         If to AJC, Inc., to:

                  12 Pondview Court
                  Jericho, New York 11753

         If to the Company, to:

                  Intelect Communications, Inc.
                  1100 Executive Drive, Richardson, Texas 75081
                  Attention: Herman M. Frietsch, Chairman and Chief Executive 
                             Officer

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

or such other address as shall be furnished in writing by any party to the
other, and any such notice or communication shall be deemed to have been given
as of the date delivered by hand or three days after being so deposited in the
mails.




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         Executed effective as of September 1, 1998.



                                  INTELECT COMMUNICATIONS, INC.


                                  By: /s/ HERMAN M. FRIETSCH
                                     -------------------------------------------
                                  Herman M. Frietsch,
                                  Chairman of the Board, Chief Executive Officer







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                                Form of Purchase

                  (to be signed only upon exercise of warrant)

TO:      INTELECT COMMUNICATIONS, INC.

         The undersigned, the owner of the attached warrant, hereby irrevocable
elects to exercise the purchase rights represented by the warrant for, and to
purchase thereunder, _____ shares of common stock of Intelect Communications
Systems Limited, and herewith makes payment of $______ therefor, and requests
that the certificate(s) for such shares be delivered to _____ _________, at
____________________________________________, and if such shall not be all of
the shares purchasable hereunder, that a new warrant of like tenor for the
balance of the shares purchasable under the attached warrant be delivered to the
undersigned.



         Dated this _____ day of _____________, 199__.



                                          -------------------------------------
                                          Signature



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