EXHIBIT 10.7

                      AMENDED AND RESTATED PROMISSORY NOTE


$40,000.00                                                    December 5, 1997


      FOR VALUE RECEIVED, the undersigned, Intelect Communications, Inc.
("Maker"), a Delaware corporation, unconditionally hereby promises to pay to the
order of ________________________ ("Payee") at its business office in
Richardson, Dallas County, Texas, or at such other place as the holder of this
note may hereafter designate, the principal sum of _________________________
DOLLARS ($_____________) in lawful money of the United States of America for the
payment of private debts, together with interest (calculated on the basis of the
actual number of days elapsed but computed as if each year consisted of 365
days) on the unpaid principal balance from time to time owing hereon computed
from the date hereof until maturity at a per annum rate which from day to day
shall be, except as otherwise provided in this note, the lesser of (a) the Loan
Rate (as hereinafter defined) or (b) the Highest Lawful Rate (hereafter defined)
in effect from day to day. The term "Loan Rate" shall mean the sum of three
percent (3%) and the Prime Rate (hereinafter defined) in effect from day to day.
The term "Prime Rate" shall mean as to any day the "Prime Rate" as published in
THE WALL STREET JOURNAL for that day in the "Money Rates" table.

      All past-due principal and interest, whether by acceleration or otherwise,
shall bear interest at the Highest Lawful Rate until paid.

      The principal and all interest then accrued on this note shall be payable
on demand. At the election of the Payee of this note, at any time prior to the
note being repaid by the Maker, the Payee may send written notice to the Maker
electing to have the note repaid in the form of Common Stock of the Maker, upon
Payee's demand, at a price equal to $2 PER SHARE for every dollar of principal
and interest outstanding on the note as of the date of repayment; provided,
however, that the issuance of such Common Stock shall comply with one or more
applicable exemptions from registration under federal and state securities laws
and the Payee contemporaneously with the issuance of such Common Stock executes
such documentation as Maker's counsel shall deem necessary for compliance with
federal and state securities laws in the issuance of such Common Stock.

      This note may be prepaid at any time, in whole or in part, without penalty
following three (3) days' advance written notice by Maker to Payee, unless Payee
shall deliver written notice to Maker within such three day period of Payee's
election to have the note repaid in the form of Common Stock of the Maker
pursuant to this note's terms. All payments will be applied first to accrued
interest and then to the reduction of principal.

      Notwithstanding anything contained herein to the contrary, if at any time
during the term of this note the Highest Lawful Rate has been charged Maker in
lieu of the Loan Rate because the Loan Rate has exceeded the Highest Lawful Rate
on one or more days during the term of this note, and if, as a result, on any
date during the term of this note the aggregate amount of interest which has
accrued on this note up to, but not including, such date is less than the
aggregate amount of interest which otherwise would have accrued on this note up
to, but not including, such date had the Loan Rate been charged for every day
during the term of this note up to, but not including, such date, then on such
date the unpaid principal balance of this note shall bear interest at the
Highest Lawful Rate even though the Highest Lawful Rate is in excess of the Loan
Rate for such date.

      It is expressly provided and stipulated that notwithstanding any provision
of this note or any other instrument evidencing or securing the loan herein set
forth, in no event shall the aggregate of all interest paid or contracted to be
paid to Payee by Maker (or any guarantors or endorsers) ever exceed the maximum
amount of interest which may lawfully be charged the undersigned by Payee on the
principal balance of this note from time to time advanced and remaining unpaid.
In this connection, it is expressly stipulated and agreed that it is the intent
of Payee and Maker in the execution and delivery of this note to contract in
strict compliance with applicable usury laws. In furtherance thereof, none of
the terms of this note or said other instruments shall ever be construed to
create a contract to pay interest at a rate in excess of the Highest Lawful Rate
for the use, forbearance or detention of money. The term "Highest Lawful Rate"
shall mean the maximum non-usurious rate of interest which may lawfully be
charged the undersigned by Payee according to the indicated rate ceiling as
defined in Tex. Rev. Civ. Stat. Ann. Art. 5069-1.04 in effect at such time and
which would be applicable to the indebtedness evidenced by this note (provided
that as permitted by law, Payee or other holder may, from time to time,
implement any applicable ceiling under such Article and revise the index formula
or provision of law used to compute the rate ceiling by notice to Maker as
provided by such Article) or under the laws of the United States. The parties
hereto acknowledge that the effective date of this instrument is the date on
which the indebtedness evidenced hereby has been contracted for. In determining
whether the loan evidenced by this note is usurious under applicable law, all
interest at any time contracted for, charged, or received from Maker in
connection with the loan shall be amortized, prorated, allocated, and spread in
equal parts during the period of the full stated term of the loan. However, in
the event that this note is paid in full by Maker (or any endorser or guarantor
hereof) prior to the end of the full stated term of this note and in the event
the interest received by the holder of this note for the actual period of the
existence of the loan exceeds the Highest Lawful Rate, the holder of this note
shall, at its option, either refund to Maker the amount of such excess or credit
the amount of such excess against any amounts owing by Maker under this note. In
addition, if, from any circumstances whatsoever, fulfillment of any provision
hereof or of any instrument securing this note or of any other agreement
referred to herein or executed pursuant to or in connection with this note, at
the time performance of such provision shall be due, shall involve transcending
the limit of validity prescribed by applicable law, then, IPSO FACTO, the
obligation to fulfill shall be reduced to the limit of such validity, and if
from any circumstance the holder there of shall ever receive as interest an
amount which would exceed the Highest Lawful Rate, such amount which would be
excessive interest shall, at the option of Payee, be refunded to Maker or be
applied to the reduction of the unpaid principal balance due hereunder and not
to the payment of interest. The provisions of this paragraph shall supersede all
other provisions of this note and all other instruments evidencing or securing
this loan, should such provisions be in apparent conflict herewith.

      The undersigned Maker and all endorsers, sureties and guarantors hereof,
as well as all persons to become liable on this note, hereby jointly and
severally waive all notices of non-payment, demands for payment, presentments
for payment, notices of intention to accelerate maturity, notices of actual
acceleration of maturity, protests, notices of protest, and any other demands or
notices of any kind as to this note, diligence in collection hereof and in
bringing suit hereon, and any notice of, or defense on account of, the extension
of time of payments or change in the method of payments, and without further
notice hereby consent to any and all renewals and extensions in the time of
payment hereof either before or after maturity and the release of any party
primarily or secondarily liable hereon.

      Maker agrees that Payee's acceptances of partial or delinquent payments,
or failure of Payee to exercise any right or remedy contained herein or in any
instrument given as security for the payment of this note shall not be a waiver
of any obligation of Maker to Payee or constitute waiver of any similar default
subsequently occurring.

      In the event default is made in the prompt payment of this note upon
demand, or the same is placed in the hands of an attorney for collection, or
suit is brought on same, or the same is collected through any judicial
proceeding whatsoever, or if any action of foreclosure be had hereon, then Maker
agrees and promises to pay the Payee reasonable attorneys' fees in addition to
the other amounts due hereunder.

      This note may not be changed orally, but only by an agreement in writing
signed by the party against whom enforcement of any waiver, change, modification
or discharge is sought.

      Except to the extent that the laws of the United States may apply to the
terms hereof, this note shall be governed by and construed in accordance with
the laws of the State of Texas. This instrument is made and is performable in
Richardson, Dallas County, Texas and in the event of a dispute involving this
note or any other instruments executed in connection herewith, Maker irrevocably
agrees that venue for such dispute shall be in any court of competent
jurisdiction in Dallas County, Texas.

      This note and all the covenants, promises and agreements contained herein
shall be binding upon and inure to the benefit of Payee's and Maker's heirs,
successors, legal representatives and assigns.

      IN WITNESS WHEREOF, Maker has executed and delivered this note to Payee in
Richardson, Texas, effective December 5, 1997.

                                           Intelect Communications, Inc.

                                           By:
                                                   Edwin J. Ducayet, Jr.
                                           Its:    Vice President