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                                                                 EXHIBIT 10.37

                                 SYNC RESEARCH, INC.

              MANAGEMENT AGREEMENT BETWEEN THE COMPANY AND RICHARD W. 
                           MARTIN DATED NOVEMBER 6, 1998


     THIS MANAGEMENT AGREEMENT (this "Agreement") is made as of November 6,
1998, by and between Sync Research, Inc., a Delaware  corporation (the
"Company"), and Richard Martin ("Employee").

     WHEREAS, Employee has been serving as Chief Executive Officer of the
Company; and

     WHEREAS, in recognition of such services, the Company desires to compensate
Employee in the event of a Sale of the Company (as defined below);

     NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereby agree as follows:

     1.   SALE OF THE COMPANY.

          (a)  In the event of the closing on or before the earlier of (i) 
November 30, 1999 or (ii) the Employee's termination as Chief Executive 
Officer of the Company, of any of the following events (any of such events 
being referred to herein as a "Sale of the Company"):

               (i)   the acquisition by a single person, entity or group of 
affiliated entities of more than 50% of the Common Stock of the Company 
(assuming for this purpose conversion of all outstanding securities 
convertible into Common Stock) issued and outstanding immediately prior to 
such acquisition; or

               (ii)  any merger of the Company if the shareholders of the 
Company immediately before such transaction own immediately after 
consummation of such transaction equity securities (other than options and 
other rights to acquire equity securities) possessing less than 50% of the 
voting power of the surviving or acquired corporation; or

               (iii) the sale or other disposition in one transaction or a 
series of transactions of all or substantially all of the Company's assets;

then Employee shall receive from the Company, cash compensation (the 
"Payments") in an amount equal to $500,000 less the Aggregate Gross Profit 
received by Employee in connection with the sale, transfer or termination of 
securities in such Sale of the Company.  For purposes of this Agreement, such 
"Aggregate Gross Profit" shall mean the aggregate gross proceeds received by 
Employee for the sale, transfer or termination of securities in the Sale of 
the Company, less amounts paid by Employee for such securities.  In the event 
the Employee's options for stock of the Company are assumed by the acquiring 
company or substituted for options to purchase stock of the acquiring 
company, the "Aggregate Gross Profit" shall mean the aggregate gross proceeds 
receivable upon exercise of such options immediately following the closing of 
the Sale of the

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Company, less the aggregate exercise price of such options.  To the extent 
that proceeds from the Sale of the Company are to be held in escrow or 
otherwise paid in installments, a Payment shall be made to Employee each time 
proceeds from the Sale are paid to other stockholders of the Company.  Each 
such Payment shall be made in an amount calculated based on the assumption 
that Employee will receive the maximum remaining amount that might ultimately 
be paid to Employee from escrow or other remaining installments.

          (b)  Any non-cash proceeds received in a Sale of the Company shall 
be valued at fair market value.  In the case of publicly traded securities, 
such fair market value shall be based on the closing price of such securities 
as reported on the exchange or quotation system on which the securities trade 
on the day immediately preceding the closing involving a Sale of the Company. 
 In the case of non-publicly traded securities or other property, fair market 
value shall be determined by the Board of Directors of the Company at the 
time of receipt of such proceeds by the Company or its shareholders.

     2.   LIMITATION ON PAYMENTS.  Notwithstanding the provisions of Section 
1, in the event that the Payments provided for in this Agreement or otherwise 
payable to Employee (i) constitute "parachute payments" within the meaning of 
Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), 
and (ii) but for this Section 2, would be subject to the excise tax imposed 
by Section 4999 of the Code (or any corresponding provisions of state income 
tax law), then Employee's Payments shall be either

          (a)  delivered in full, or

          (b)  delivered as to such lesser extent which would result in no 
portion of such Payments being subject to excise tax under Section 4999 of 
the Code, whichever of the foregoing amounts, taking into account the 
applicable federal, state and local income taxes and the excise tax imposed 
by Section 4999, results in the receipt by Employee on an after-tax-basis, of 
the greater amount of severance benefits, notwithstanding that all or some 
portion of such severance benefits may be taxable under Section 4999 of the 
Code.  Unless the Company and Employee otherwise agree in writing, any 
determination required under this Section 5 shall be made in writing by the 
Company's independent public accountants (the "Accountants"), whose 
determination shall be conclusive and binding upon Employee and the Company 
for all purposes.  For purposes of making the calculations required by this 
Section 2, the Accountants may make reasonable assumptions and approximations 
concerning applicable taxes and may rely on reasonable, good faith 
interpretations concerning the application of Sections 280G and 4999 of the 
Code.  The Company and Employee shall furnish to the Accountants such 
information and documents as the Accountants may reasonably request in order 
to make a determination under this Section.  The Company shall bear all costs 
the Accountants may reasonably incur in connection with any calculations 
contemplated by this Section 2.  In the event that subsection (a) above 
applies, then Employee shall be responsible for any excise taxes imposed with 
respect to such severance and other benefits.  In the event that subsection 
(b) above applies, then each Payment hereunder shall be reduced to the extent 
necessary to avoid imposition of such excise taxes.

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     3.   TERM.  This Agreement shall terminate on the earlier of (i) 
November 30, 1999 or (ii) the Employee's termination as Chief Executive 
Officer of the Company; provided, however, that any previously accrued 
payment obligations hereunder shall survive such termination.

     4.   ENTIRE AGREEMENT.  This Agreement and the Employment Agreement 
between the Company and Employee dated May 26, 1998 contain the entire 
agreement and understanding between the Company and Employee with respect to 
the subject matter hereof and supersede all prior oral and written 
agreements, understandings, commitments and practices between the parties.

     5.   AMENDMENTS.  The provisions of this Agreement may not be amended, 
supplemented, waived or changed orally, but only by a writing signed by the 
party as to whom enforcement of any such amendment, supplement, waiver or 
modification is sought and making specific reference to this Agreement.

     6.   SEVERABILITY.  If any of this Agreement or any other agreement 
entered into pursuant hereto is contrary to, prohibited by or deemed invalid 
under applicable law or regulation, such provision shall be inapplicable and 
deemed omitted to the extent so contrary, prohibited or invalid, but the 
remainder hereof shall not be invalidated thereby and shall be given full 
force and effect so far as possible.

     7.   ASSIGNMENT.  This Agreement is not assignable without the express 
written consent of all parties to this Agreement.

     8.   ATTORNEYS' FEES.  In the event of any litigation in a court of 
competent jurisdiction arising in connection with this Agreement, the 
prevailing party in judgment shall be entitled to recover reasonable legal 
fees and costs in connection with such action from the other party.

     9.   COUNTERPARTS.  This Agreement may be executed in any number of 
counterparts, each of which shall be enforceable against the parties actually 
executing such counterparts, and all of which together shall constitute one 
instrument.

     10.  GOVERNING LAW.  This Agreement shall be governed in all respects by 
the internal laws of the State of California.

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IN WITNESS WHEREOF, this Agreement is executed as of the date first above
written.

                                        "THE COMPANY"

                                        SYNC RESEARCH, INC.


                                        By: /s/ William K. Guerry
                                            -----------------------------------
                                        Its: VP Finance and Administration, CFO
     


                                        "EMPLOYEE"


                                        /s/ Richard Martin
                                        ------------------
                                        Richard Martin


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