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Exhibit 4.5
RETAINER AGREEMENT
The parties hereto, SECURFONE AMERICA INCORPORATED (hereinafter SFI) and
XXXXXXX X. XXX, in consideration of the mutual covenants herein contained, the
parties agree herein as follows:
1. Between May 22, 1997, and September 30, 1997, XXX will provide, on
demand as reasonably required by SFI, consulting services to SFI concerning
matters within XXX'X expertise and germane to SFI business activities.
2. SFI agrees that it shall compensate XXX by the provision of 24,000
shares of SFI or its option equivalent at such time as SFI release such shares
for the compensation of those individuals likewise providing consulting and
professional services to SFI, but in no event later than February 28, 1998.
3. XXX agrees that SFI's liability shall be limited to stock or options
as aforesaid, and that SFI makes no representation or warranty as to there
market value or marketability.
4. The services to be provided by XXX shall be provided at such times
and locations as are convenient to SFI or its officers.
/s/ Xxxxxxx X. Xxx
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Xxxxxxx X. Xxx
/s/ Xxxxxx Xxxxxxxxx
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Xxxxxx Xxxxxxxxx
Secretary for
SECURFONE AMERICA INCORPORATED
