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                                                                   Exhibit 10.57

INTELECT COMMUNICATIONS, INC. LETTERHEAD


February 10, 1999

Via Facsimile

Mr. Tehan Oh
Opicom Company Ltd.
Amerix Electronics, Inc.
Optronix, Inc.
421 E. Grand Avenue
El Segundo, California 90245

         We have been in discussion and negotiation concerning the settlement of
claims of Intelect Network Technologies Company ("Intelect") totalling
approximately $6.4 million for unpaid accounts receivable (the "Receivable")
from Opicom Company Ltd. and its affiliates named below ("Opicom"). You have
described and represented to us that business conditions and exchange rate
fluctuations have brought Opicom to imminent bankruptcy, that Opicom has no cash
or prospects to pay any substantial part of the Receivable, that investors
specifically have stated their refusal to place funds in Opicom while the
Receivable remains outstanding, that Opicom will incur a loss of approximately $
7 million for the 1998 fiscal year after taking into account exchange losses,
that Opicom's banking sources in the event of such a loss would terminate
Opicom's line of credit so that an Opicom bankruptcy would be an inevitable
result, and that Opicom presently has approximately $1.5 million in unpaid
salaries, $1.5 million in Korean domestic accounts payable and $ 0.7 million in
unpaid taxes as of the date hereof.

         Based on these representations and in consideration for the agreements
of Opicom and its affiliates and principals named below, Intelect agrees to
release its Receivable on the terms stated below. For such agreement by
Intelect, Opicom Company Ltd., Amerix Electronics, Inc., Optronix, Inc. and
Tehan Oh agree as follows:

          1.   To cause to be paid to Intelect US$1.0 million in good funds at
               Intelect's designated U.S. bank by the close of business on
               February 11, 1999.

          2.   To assign and deliver to Intelect all designs and related
               materials and intellectual property rights for the fiberoptic
               4T-1/El product in order that it can be manufactured and sold by
               Intelect.

          3.   To irrevocably release and hold harmless Intelect, effective from
               the date hereof, from all present and future warranty obligations
               or claims with customers of the Opicom group of companies in
               Korea.


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          4.   To irrevocably release and hold harmless Intelect, effective from
               the date hereof, from all claims for past, present and future
               field site upgrade fees of firmware (estimated $250,000 per each
               upgrade), and Intelect agrees to ship back all the RMA materials
               which Intelect currently holds.

          5.   To surrender any and all exclusive rights to sell Intelect
               products, except that Opicom will retain for a transition period
               of 10 months from the date hereof exclusive rights to sell
               Stargate products in Korea solely in order to reduce existing
               inventories and resolve issues with customers.

          6.   To return to Intelect all outstanding warrants to purchase
               Intelect common stock in the possession or name of Amerix
               Electronics, Inc. or its affiliates.

         Provided all of the above conditions are performed fully and completely
in a timely manner, then Intelect releases the Receivables.

                                          Intelect Network Technologies Company



                                          By:       /s/ Willard F. Barnett
                                             ----------------------------------


Agreed Jointly and Severally Effective the Date Hereof:

Opicom Company Ltd.                       By:     /s/ Tehan Oh - CEO
                                             ----------------------------------

Amerix Electronics, Inc.                  By:     /s/ Tehan Oh - CEO
                                             ----------------------------------

Optronix, Inc.                            By:     /s/ Tehan Oh - CEO
                                             ----------------------------------

Tehan Oh                                         /s/ Tehan Oh
                                             ----------------------------------



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February 10, 1999

Via Facsimile

Mr. Tehan Oh
Opicom Company Ltd.
Amerix Electronics, Inc.
Optronix, Inc.
421 E. Grand Avenue
El Segundo, California 90245


         Based on the representations stated in an agreement this date among
Opicom and its affiliates and principals named below and Intelect Network
Technologies Company ("Intelect") with regard to the release of Intelect's
Receivable, and for good and valuable consideration, the receipt of which is
hereby acknowledged, including Intelect's promise to execute and deliver such
agreement as to the Receivable, Opicom Company Ltd., Amerix Electronics, Inc.,
Optronix, Inc. and Tehan Oh agree:

1.   To place orders for  Intelect's equipment of a minimum value of $1 Million
     U.S.  Dollars no later than twelve months from the date of this agreement.

2.   To pay to Intelect the sum of $250 Thousand U.S. Dollars no later than
     January 31, 2000 either in the form of cash or in reduced discount accorded
     Opicom by Intelect should Opicom not deliver $1 million Dollars in orders
     by the date referenced above.


                                          Intelect Network Technologies Company


                                          By:       /s/ Willard F. Barnett
                                             ----------------------------------


Agreed Jointly and Severally Effective the Date Hereof:

Opicom Company Ltd.                       By:     /s/ Tehan Oh - CEO
                                             ----------------------------------

Amerix Electronics, Inc.                  By:     /s/ Tehan Oh - CEO
                                             ----------------------------------

Optronix, Inc.                            By:     /s/ Tehan Oh - CEO
                                             ----------------------------------

Tehan Oh                                         /s/ Tehan Oh
                                             ----------------------------------