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                                                                   EXHIBIT 10.77


                     INTELECT NETWORK TECHNOLOGIES COMPANY

                         SALES REPRESENTATIVE AGREEMENT


This Agreement is made as of January 27, 1998, by and between Intelect Network
Technologies Company, a Nevada corporation, (hereinafter referred to as
"INTELECT") and Amerix Electronics, Inc. (hereinafter referred to as
"REPRESENTATIVE").

INTELECT and REPRESENTATIVE agree as follows:

1.       DEFINITIONS

         In this Agreement, unless the context otherwise requires, each of the
         terms set forth in this clause shall have the meaning indicated:

         1.1     PRODUCTS

                 All products manufactured by INTELECT or products that
                 INTELECT sells via original equipment manufacturer (OEM)
                 arrangements with other manufacturers.

         1.2     TERRITORY

                 Republic of Korea.

2.       GRANT OF TERRITORY RIGHT

         INTELECT hereby grants to REPRESENTATIVE the exclusive right to market
         and promote sales of Products of INTELECT in the Territory.
         REPRESENTATIVE hereby accepts the right to market Products and agrees
         to make all sales in accordance with this Agreement.

         Nothing in this Agreement shall authorize REPRESENTATIVE to sell
         Products in a territory not listed in the section titled Territory
         above except as specified in this section, Grant of Territory Right.
         Any sales activity reported to INTELECT outside REPRESENTATIVE's
         Territory will be credited to the REPRESENTATIVE of record in the
         territory.  If no REPRESENTATIVE is assigned outside REPRESENTATIVE's
         Territory, then written approval from INTELECT must be obtained by
         REPRESENTATIVE to receive credit for the sale.

         Nothing in this Agreement shall authorize REPRESENTATIVE to sell
         Products to a country for which an export license will not be issued
         by the United States Government.

3.       TERM OF AGREEMENT
         Except as otherwise herein provided, this Agreement shall begin on the
         date stated above and shall continue in force for one year from that
         date.  This Agreement shall be automatically renewed for one-year
         periods unless written notice of termination is given by either party
         thirty (30) days prior to the termination of the Agreement.  Any
         ongoing project at the time of termination will be completed and not
         terminated.
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4.       TERMINATION

         In addition to the termination specified in the section titled Term of
         Agreement, either party may terminate the Agreement by sending written
         notice to the other party ninety (90) days prior to the proposed date
         of termination.  Any ongoing project at the time of termination will
         be completed and not terminated.

         Should the REPRESENTATIVE or INTELECT fail to comply with the terms
         and conditions of this Agreement, either party may terminate this
         Agreement upon twenty-four (24) hour written notice of its intent to
         do so.

5.       RESPONSIBILITY OF THE REPRESENTATIVE

         5.1     REPRESENTATIVE agrees to market, sell and otherwise promote
                 INTELECT's Products in the Territory.  REPRESENTATIVE agrees
                 that during the period of this Agreement, it will not market,
                 sell or promote products of any other manufacturer that are
                 competitive with INTELECT's.  REPRESENTATIVE agrees that
                 during the period of this Agreement, REPRESENTATIVE shall
                 provide appropriate engineering support, engineering and
                 installation services, and other services as required by its
                 customers and as is common in the trade.

         5.2     REPRESENTATIVE will meet with a representative from INTELECT,
                 at least one time in each year that the contract is in effect,
                 to discuss status of sales to-date and future sales forecasts
                 as well as analyze and determine actions, if any, in response
                 to previously agreed-to metrics to ascertain the success of
                 the partnership in meeting objectives.

         5.3     REPRESENTATIVE agrees that during the period of this
                 Agreement, it will not design and/or manufacture equipment
                 competitive with INTELECT's.

         5.4     REPRESENTATIVE agrees to abide strictly by the performance,
                 price and delivery quotations of INTELECT and will not modify
                 those quotations in any way.

6.       RESPONSIBILITY OF INTELECT

         6.1     INTELECT's sales force will provide reasonable support for
                 joint sales calls upon request of REPRESENTATIVE.

         6.2     INTELECT shall provide a timely response to REPRESENTATIVE's
                 requests for quotations and all prices shall be confirmed in
                 writing by INTELECT.  INTELECT agrees to follow up on all
                 reported customer problems in a timely manner.

         6.3     In full and final payment of all commissions due to
                 REPRESENTATIVE hereunder, INTELECT is hereby paying in advance
                 to REPRESENTATIVE a 2.65% commission in anticipation of
                 $30,000,000 of sales generated by REPRESENTATIVE and certain
                 affiliated entities (as hereinafter described) on Products
                 sold after January 1, 1998, and such commission is being paid
                 in the form of the issuance to REPRESENTATIVE of 150,000
                 shares of Common Stock, $.01 par value, of Intelect
                 Communications, Inc. ("ICI"), the parent corporation of
                 INTELECT, provided that the commission rate on the initial
                 $50,000 of sales of such Products by REPRESENTATIVE shall be
                 3%.  The parties agree that the determination of the
                 $30,000,000 of sales of Products on which such commission is
                 based shall be made by taking into account sales of Products
                 by INTELECT to REPRESENTATIVE or its affiliated entities, or
                 sales of Products by a
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                 Joint Venture to be formed by INTELECT and Opicom Company,
                 Ltd.  REPRESENTATIVE, for and on behalf of itself, its
                 affiliated entities, its parent company, and its successors
                 and assigns, is hereby accepting such shares of ICI as full
                 and final payment of all compensation or commissions to be
                 paid to REPRESENTATIVE for any sales made by REPRESENTATIVE of
                 the Products after January 1, 1998, and hereby acknowledges
                 that as of the date hereof, REPRESENTATIVE has sold at least
                 $50,000 of Products.

                 Any commissions or other compensation to be paid to
                 REPRESENTATIVE at any time in the future, including without
                 limitation, for sales of Products in excess of the $30,000,000
                 of anticipated sales as described herein, shall be mutually
                 agreed to by a separate written agreement or an amendment
                 hereto executed by both INTELECT and REPRESENTATIVE.

         6.4     INTELECT will inform REPRESENTATIVE in writing via registered
                 mail of any price changes sixty (60) days prior to the
                 effectivity date of the change.

7.       RESPONSIBILITY OF THE REPRESENTATIVE AND INTELECT

         Each party may have heretofore received or will in the future receive
         from time to time confidential and proprietary information and data
         concerning the Products, research and engineering, developmental
         products and projects, business plans and operations of or belonging
         to the other party or its associated companies (herein collectively
         referred to as "Confidential Information").  Each party agrees to
         treat, and to cause its officers and its employees to treat, all such
         Confidential Information of the other party as confidential property
         and neither divulge it to others at any time, nor use it in any
         purpose other than performing its obligations under this Agreement,
         except with the prior written authorization of the disclosing party
         and then only in a manner and to the extent authorized.  Each party's
         obligation hereunder shall continue after the termination or
         expiration of this Agreement, and at the termination of this
         Agreement, or any time that the disclosing party so requests, the
         other party shall deliver to the disclosing party all notes,
         memoranda, records, drawings or other documents and other information
         or materials (including all copies and reproductions thereof)
         pertaining to the Confidential Information.

8.       STATUS OF BOTH PARTIES

         REPRESENTATIVE shall be in the position of an independent contractor
         to INTELECT with rights and responsibilities for developing sales
         prospects and closing sales contracts in the Territory.  Employees of
         REPRESENTATIVE shall not be deemed employees of INTELECT.  This is not
         an agency agreement between INTELECT and REPRESENTATIVE.
         REPRESENTATIVE is not empowered to act for INTELECT in any manner that
         would commit INTELECT to deliver any Product, to perform any act, or
         to do any thing.

9.       TRADEMARKS, TRADE NAMES, ETC.

         All INTELECT trademarks, trade names, logos, etc., shall remain the
         property of INTELECT.  However, REPRESENTATIVE shall have the right,
         limited to its REPRESENTATIVE capacity, to use the trademarks, trade
         names, logos, etc. of INTELECT during the term of this Agreement.

10.      WARRANTY

         10.1    INTELECT warrants to the end user customer that the Products
                 will be free from defects in material and workmanship for a
                 period of 18 months from the date of shipment of the Product
                 or one (1) year from the date of installation, which ever
                 comes first.
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         10.2    The obligation of INTELECT under this warranty is limited to
                 the repair and/or replacement of any part or parts of the
                 Products found defective, provided that such defect shall have
                 been found within the warranty period of the respective
                 Products and INTELECT shall have been advised of such defect
                 within 30 days of the date when said defect is found.
                 Warranty repair/replacement will be performed F.O.B.
                 INTELECT's factory.

         10.3    IN NO EVENT SHALL REPRESENTATIVE OR END USER CUSTOMER BE
                 ENTITLED TO ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES.  ALL
                 WARRANTIES EXPRESSED, IMPLIED OR STATUTORY, INCLUDING IMPLIED
                 WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
                 PURPOSE OR USE, ARE HEREBY EXCLUDED AND DISCLAIMED.

11.      ASSIGNMENT

         This Agreement shall be binding upon and shall inure to the benefit of
         the parties hereto and their successors and assigns, provided,
         however, that the rights or obligations of REPRESENTATIVE hereunder
         shall not be assigned without the written consent of INTELECT.

12.      AMENDMENTS TO AGREEMENT

         INTELECT reserves the right to amend this Agreement by sending written
         notice to REPRESENTATIVE as specified in section titled Notice, thirty
         (30) days in advance of effective date of such amendments.

13.      NOTICE

         Except as otherwise provided in this Agreement, all notices required
         or permitted to be given hereunder shall be in writing, by mail or
         facsimile transmission, and shall be valid and sufficient upon receipt
         by the other party, addressed as follows:

         If to INTELECT:        Willard F. Barnett
                                Sr. Vice President, Sales and Marketing
                                Intelect Network Technologies Company
                                1100 Executive Drive
                                Richardson, Texas 75081
                                Telephone:         972-367-2100
                                Fax:               972-367-2270

         If to REPRESENTATIVE:          Amerix Electronics, Inc.
                                        431 E. Grant Avenue
                                        El Segundo, California  90245
                                        Attention:  Tehan Oh
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14.      Legal Interpretation

       This Agreement will be governed by the laws of the State of Texas.


INTELECT:                                             REPRESENTATIVE:

Intelect Network Technologies Company                 Amerix Electronics, Inc.

By:  /s/ Willard F. Barnett                           By:  /s/ Tehan Oh
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   Willard F. Barnett                                    Tehan Oh
   Senior Vice President, Sales and Marketing            President


Date:                                                 Date:
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