Exhibit  4.5


                                  H. G. CAPITAL, INC.
                    ACQUISITION FINANCE ENGAGEMENT AGREEMENT

This  Agreement  is entered into by and between H. G. Capital Inc., whose office
is  at  22 Battery Street, Suite 701, San Francisco, California 94104 (hereafter
"Capital")  and  Call Solutions, Inc. or assigns, whose address is 555 Whitehall
Street,  Atlanta,  Georgia   30303  (hereafter  "Client").  The parties agree as
follows:

1.  RETENTION:  Client  retains  Capital  to  for  the  purposes of assisting in
negotiations, structuring transaction, preparing proposal and locating financing
for  approximately  $3,500,000.00  for  the  acquisition of Sharpe Communication
Limited

2.  SCOPE  OF  PROFESSIONAL  SERVICES:  Capital undertakes: 1.  Assist client in
the  negotiation  of  the acquisition financing and ,(i) to assist the Client in
the  preparation of proposals and documentation and other materials required for
marketing  the  Financing  (all  of  which  will  be  subject to the Clients and
Capital's  approval  and  will  be  based  entirely  on  information supplied or
approved by the Client without independent verification by Capital); (ii) to use
our  best  efforts  to  place the Financing on terms approved by the Client; and
(iii)  to  provide  the  appropriate  advisory  services to enable the Client to
evaluate various financing alternatives and proposals.  Capital will, of course,
treat  all  aspects  of the transaction in a highly confidential manner.  During
the  term of our engagement you will refer all offers and inquiries with respect
to  any  financing  for  the  project.

     Capital,  acting  jointly  as  your  financial  adviser  and  exclusive
     representative,  will  work  closely  with  your  personnel  and with other
     outside  advisers  responsible  for  the  assignment.

The  scope  of  our services will include, but not be limited to, the following:

     A.  STRUCTURE  ANALYSIS  -  Analyze  the  terms  of  potential  transaction
     structures  relative  to market conditions, the Company's/Owner's financial
     objectives,  and  the  relative  merits  of  other  possible  structures.

     B.  OFFERING  MATERIALS  -  Assist  you  in  the  preparation of definitive
     offering  documents  describing the transaction or transactions including a
     summary  of  acceptable  terms and market information. You shall provide us
     with all information and material relevant to the transaction to the extent
     they  are  available  to  you.

     C.  MARKETING  STRATEGY  - Develop a marketing strategy to most efficiently
     and  expeditiously  target  prospective  lenders  or  investors.

     D.  NEGOTIATIONS  -  Working  jointly  with  you,  initiate discussions and
     conduct  negotiations with prospective investors. During the analytic phase
     of  an  assignment,  we  develop  a  judgment  as  to values and a thorough
     understanding  of  the  legal  and  financial  implications  of  a proposed
     transaction.  Such  knowledge,  combined  with  the  perspective of a third
     party,  can  be  very  valuable  in  negotiations.  If it develops that the
     Company and a prospective investor have differing initial assessments as to
     value,  Capital  can  be  helpful  in  bridging  early  disagreements  and
     preventing  premature termination of discussions. It is our experience that
     an  intermediary  provides  considerable assistance in maintaining momentum
     throughout  the  negotiating  process.

     E. CLOSING - Work with you and your legal and accounting consultants in the
     final  implementation phases to ensure a timely closing. These tasks, which
     are  often  the  most  time-consuming  aspects  of  a  transaction, require
     experienced  coordination  of  attorneys, appraisers, accountants and other
     experts.  This  aspect  of  the  assignment  is  extremely  important.  Our
     experience  has  shown  that  timely  anticipation and solution of problems
     between  the  time  when an agreement in principle is reached among parties
     and  the  closing  can  increase  materially  the  chances  of bringing the
     transaction  to  a  successful  conclusion.

3.     TERM  OF AGREEMENT -  This Agreement shall remain in effect from the date
of  the  Client executing this Agreement and shall continue in effect thereafter
until  terminated  by  either  Capital  or the Client.  Termination shall become
effective  30  days  after  written  notice  of  termination  (by  registered or
certified  mail,  return  receipt  requested)  is  received  by the other party,
subject  to those provisions of this Agreement which have application subsequent
to  the  termination  of  this  Agreement.

     A.  Capital is authorized to hire and retain for the benefit of Client such
     professional  services, including but limited to accountants and attorneys,
     as  may  be necessary to completely and properly represent Client in regard
     to  the  transaction.  However,  such hiring and the terms of same shall be
     within  the  sole discretion of the Client, which upon approval, shall also
     be  responsible  for  the  hourly  charges  and  costs of such professional
     services.

4.     ACKNOWLEDGMENT  &  PROMISE  TO  PAY:  The Client hereby acknowledges that
this  Agreement  has been carefully reviewed and admit that the stated amount in
Section  4  above  is  a  just  and  correct amount and agrees that there are no
defenses,  setoffs, or counterclaims against such amount and that the payment of
such amount is due and payable as stated in Section 7 below.  The Client further
agrees that the stated amount will be paid as stated in Section 7 below and that
all  legal and/or collection expenses incurred by Capital or its assignee in the
enforcement  of  this  Acknowledgment  and  Promise  to  Pay will be paid by the
Client.


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5.     OBLIGATIONS SURVIVING TERMINATION OF AGREEMENT:  Capital will be entitled
to  its  Transaction  Fee  as  set  forth  in  paragraph  7  with respect to any
Transaction  consummated  either:  (A) during the term of this Agreement; or (B)
within 24 months after the termination of this Agreement as to which a Buyer (or
any  affiliate  or  related party thereto) during the term of this Agreement (i)
negotiated  with  the  Client  or  with  Capital on behalf of the Client or (ii)
contacted  Capital  or  the  Client  or  was  contacted by Capital or the Client
regarding  a  possible  Transaction.

6.     OBLIGATIONS  LIMITED:  Capital  shall  be  under no obligation to make an
independent  appraisal  of  assets  or  investigation  or  inquiry  as  to  any
information  regarding  or  any  representations  of,  the  Client  or any other
participant  in  a  Transaction,  and shall have no liability in regard thereto.

7.  COMPENSATION OF CAPITAL:  Capital agrees to provide the services referred to
in  Section  2  hereof  and  the  Client  agrees  to  pay  Capital  as  follows:

     A.  RETAINER  FEE: A fee of $3,500.00 (United States Dollars) for assisting
     in  negotiations,  valuations, and preparation of any material necessary in
     the  completion  of  this transaction. Capital shall invoice at the rate of
     $200.00  per  hour  to  be applied toward the retainer. The retainer is due
     upon  the  execution  of  this  agreement.

     B.  SUCCESS FEE - A fee in cash (United States Dollars) at closing equal to
     4%  of  any  consideration  (cash,  Letters  of  Credits)  thereafter to be
     received  by the Client or affiliated companies in a Financing Transaction.

     C.  EXPENSES - The Client shall pay all of Capital's out-of-pocket expenses
     in connection with this Agreement, including but not limited to legal fees,
     mailing,  air  travel,  car  rental  and  lodging.

8.     INDEMNITY:  The  Client  agrees  to  indemnify and hold harmless Capital,
including  any  affiliated  companies, and their respective officers, directors,
controlling  persons  and  employees and any persons retained in connection with
the  performance  of the services described herein (whether or not a consummated
transaction  results  from  said services) (the "Indemnities"), from and against
all  claims,  damages, losses, liabilities and expenses as the same are incurred
(including any legal or other expenses incurred in connection with investigating
or  defending against any such loss, claim, damage or liability or any action in
respect  thereof),  related  to  or  arising  out  of  its activities hereunder.
Notwithstanding  the  foregoing,  the  Client  shall  not  be  liable under this
Agreement  with  respect  to  any  loss, claim damage, liability or expense if a
court  having  jurisdiction shall have determined by a final judgement that such
loss, claim, damage, liability or expense solely resulted from Capital's willful
misconduct  or  gross negligence in performing the services described above.  If
for  any  reason the foregoing indemnification is unavailable to the Indemnities
or  insufficient  to hold them harmless, then the Client shall contribute to the
amount  paid  or  payable  by the Indemnities as a result of such claim, damage,
loss,  liability  or expense in such proportion as is appropriate to reflect not
only  the relative benefits received by the Client on the one hand, and Capital,
on the other hand, but also the relative fault of the Client and Capital as well
as  any  relevant  equitable  consideration;  provided,  that  the  Company's
obligations to make contribution shall be such that the Indemnities shall not be
liable  for  more  than the fee Capital receives hereunder.  The provision shall
survive  the  termination  of  this  Agreement,  including  the  consummation or
abandonment  of  any  Transaction

9.     DOCUMENT VERIFICATION:  The parties acknowledge that at some point Client
and  buyer  and/or  lender  may  deem  it  advisable to communicate and exchange
certain  information  directly.  In  this  event, copies of all such information
shall  be  provided  to  Capital  without  need  of  demand.

10.     AUTHORITY:  Each  person  signing this Agreement warrants and represents
that  he  or  she  has  the  capacity,  power  and  authority  to enter into and
consummate the transaction contemplated herein on his or her behalf of the party
that  he  or  she  represents,  as  the  case  may  be.

11.     ENTIRE  AGREEMENT  AND  GOVERNING  LAW:  This  Agreement  sets forth the
entire  understanding  of  the  parties and supersedes any prior communications,
understanding  and  agreements  between  the  parties.  This Agreement cannot be
changed,  nor can any of its provisions be waived, except by a writing signed by
all  parties.  This  Agreement  shall  be  governed  by the laws of the State of
California without regard to its conflict of laws provisions, and venue shall be
in  the  State  of  California.

12.     DUE CONSULTATION:  Client warrants and represents that Client has either
had  this  Agreement  reviewed by a competent professional advisor or that he or
she  has  such  experience  or  business ability as would make such consultation
unnecessary,  and  this  Agreement  has  been  executed  only after complete and
satisfactory  negotiation  of  same  by  Client.


The  Headings  contained  in this Agreement are for reference purposes and shall
not  affect  in any way the meaning or interpretation of this Agreement.  If the
foregoing is acceptable to you please so indicate by signing and returning to us
the  enclosed  copy  of  this  Agreement.  H.  G.  CAPITAL,  INC.


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BY:
Herman  Weeks,  Chairman/CEO



DATE:
CLIENT:
         Call  Solutions,  Inc.
         555  Whitehall  Street
         Atlanta, Georgia 30303

BY:



ITS:



DATE:


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