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                                                                   Exhibit 10.78

                               EXCHANGE AGREEMENT


         THIS EXCHANGE AGREEMENT is entered into this 20th day of February,
1998, by and between AMERIX ELECTRONICS, INC. ("Amerix") and INTELECT
COMMUNICATIONS, INC., a Delaware corporation (the "Company").

         WHEREAS, Intelect Communications Systems Limited, a Bermuda company
and the predecessor of the Company, issued to Amerix that certain Warrant dated
June 19, 1997 (the "Warrant") whereby Amerix was granted the right to purchase,
in accordance with the terms of such Warrant, up to 270,000 shares of ICSL's
Common Stock;

         WHEREAS, the Company assumed the obligations of ICSL under the Warrant
pursuant to the terms of that certain Agreement and Plan of Merger dated as of
October 29, 1997 by and among the Company, ICSL and Intelect Merger Co.;

         WHEREAS, Amerix has agreed to cancel the Warrant as of September 30,
1997, in exchange for a new Warrant (the "Replacement Warrant") to purchase
40,500 shares of the Company's Common Stock, which 40,500 shares represents all
of the shares of the Company's Common Stock earned by Amerix as of September
30, 1997 under the terms of the Warrant, and in further exchange of the Company
agreeing to revise the terms for the payment of certain receivables owing to
the Company as set forth herein.

         NOW, THEREFORE, for and in consideration of the Company agreeing to
revise the terms for the payment of certain receivables owing by Amerix to the
Company as set forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:

         1.      Amerix hereby surrenders all right, title, and interest in and
to the Warrant, together with all executory rights to purchase the Company's
Common Stock and any and all other rights arising under the Warrant, including
without limitation, rights to purchase any shares of the Company's Common Stock
for amounts earned pursuant to the terms of the Warrant from and after
September 30, 1997, and Amerix is hereby delivering to the Company such Warrant
marked "Cancelled."  The Company is delivering to Amerix, in complete and full
replacement of the Warrant, the Replacement Warrant, a copy of which is
attached hereto as Exhibit "A" and incorporated herein by reference, pursuant
to which the Company is granting to Amerix the right to purchase 40,500 shares
of the Company's Common Stock at an exercise price of $3.6313 per share.

         2.      The Company has agreed, and does hereby agree, that it will
accept payment of receivables owing to the Company by Amerix on the books of
the Company as of January 1, 1998 in accordance with the following payment
schedule, and Amerix and the Company agree to the following payment schedule
for certain of such receivables regardless of any changes in
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Amerix's installation schedules or receipts from their customers in Korea:

<TABLE>
                 <S>                       <C>
                 January 16, 1998          -       $450,000
                 January 30, 1998          -       $800,000
                 February 6, 1998          -       $1,000,000
                 February 13, 1998         -       $1,000,000
</TABLE>

         The balance of all receivables after fulfillment of the above payment
schedule shall be paid in accordance with a payment schedule to be mutually
agreed to by the Company and Amerix.

         3.      This Agreement shall be governed by the laws of the State of
Texas.  Any suit, action or proceeding arising out of the transactions related
to this Agreement must be brought in the courts of the State of Texas, Harris
County, or in the United States courts located in the State of Texas, Harris
County.

         Executed in multiple counterparts as of the first date written above.

                                                 INTELECT COMMUNICATIONS, INC.



                                                 By:  /s/ Edwin Ducayet
                                                 Its:   Vice President

                                                 AMERIX ELECTRONICS, INC.



                                                 By:  /s/ Tehan Oh
                                                 Its:   President