Exhibit 4.23

PRIVATE & CONFIDENTIAL
DELIVERED IN PERSON

February 4th
2005

Mr. David
L. Adams
317 Pinetree Cr.
Beaconsfield, Quebec H9W 5E2

Dear
David,

SR
Telecom Inc. ("SR Telecom" or the "Company") is currently in the process of refinancing as well as restructuring and consolidating its operations. This restructuring may lead to changes in
SR Telecom share ownership structure or to modifications of a substantial part of SR Telecom's assets.

We
recognize that this is a challenging period and appreciate your on-going commitment and contribution to the benefit of all of SR Telecom's stakeholders. Accordingly, the Board of
Directors of SR Telecom (the "Board") has approved enhanced conditions to your existing employment terms as an exception to those applicable under SR Telecom's regular policy, in the event of
the Termination of your employment by SR Telecom following a Change of Control for a reason other than for cause. The Board has also approved other exceptional and enhanced conditions in the event of
the Termination of your employment by SR Telecom, absent a Change of Control, for a reason other than for cause.

For
the purposes of these enhanced conditions only, the terms "Change of Control" and "Termination of employment" shall have the following meanings ascribed to them:

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The
enhanced conditions set out above are, in all cases (A and B), conditional upon your agreeing and signing, upon the termination of your employment, an appropriate Release & Discharge
prepared by SR Telecom as set out in Schedule "A" which will include an entering into covenants respecting confidentiality, loyalty, non-solicitation and
non-competition.

In
the event of the termination of your employment for cause (serious reason), SR Telecom will proceed in accordance with its regular policy and in conformity with the law.

SR
Telecom reserves the right to determine if a "Termination of employment" has occurred or if a "Change of Control" exists.

In
the absence of a Termination of employment, should you resign from your employment within twelve (12) months of a Change of Control set out in
paragraph (a) (i), (ii) or (iii) above, you shall be entitled to the enhanced conditions set out above in paragraph 1, 2, 3, 4, 5 and 6, conditional
upon the signing of the Release & Discharge referred to above.

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The information contained in this letter is specific to yourself and you are required to maintain its receipt and contents in the strictest confidentiality,
failing which the enhanced conditions described in this letter will become null and void.

Please
sign and date this letter in the acceptance section below and return a copy to Manon Trottier.

To
conclude, we trust that these enhanced conditions will provide you with a greater level of comfort commensurate with our mutual appraisal of your personal and professional circumstances. We
appreciate your on-going contribution and know we can count on your invaluable support during this period of transition and challenge.

SR Telecom Inc.

|By: |  | /s/ LIONEL HURTUBISEMr. Lionel Hurtubise              |  | 
|--- |  | ----------------------------------------------------- |  | 
|    |  | Chairman of the Board of Directors of SR Telecom Inc.

ACCEPTANCE

I
have read and understood the terms of this letter, including the fact that I must keep these terms and the receipt of this letter confidential. In addition, I agree to
enter into the covenants respecting confidentiality, loyalty, non-solicitation and non-competition including in the Release & Discharge immediately after the signing of
this acceptance. I confirm that I have expressly required that the present letter and all documents referred to therein be drafted in the English language;je confirme avoir
expressément exigé que la présente lettre et tout document y mentionné soit rédigé en langue
anglaise.

|/s/ DAVID L. ADAMSDavid L. Adams |  | February 14, 2005Date
|-------------------------------- |  | ---------------------

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