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Exhibit 4.17
                                                                   May 25, 2001

Nigel Bealing
6 Willowmead Close
Battledene, Newbury
Berkshire
RG14 6RW

Dear Nigel,

This letter is to confirm your promotion to Vice President EMEA with ImagicTV
(UK) Limited ("the Company"). Your new position commenced on March 19, 2001.
In this position you will report to Marcel LeBrun, President and CEO of
ImagicTV Inc. Your contract of employment remains with the Company and is
subject to the laws of New Brunswick, Canada.

Section 1: Duties

You will have the usual and customary duties of Vice President Sales EMEA. You
shall also perform other duties not inconsistent with the duties of Vice
President Sales EMEA as may be assigned from time to time by the President
and CEO.

Section 2: Compensation

Base Salary

You will receive a base salary at an annual rate of not less than $115,000 USD
paid monthly in equal instalments. Your base salary rate will be maintained at
competitive market rates and shall be subject to annual review by the Board of
Directors.

Incentive Compensation--Commission Plan

Beginning with the Fiscal year 2002, you shall be eligible to receive
additional compensation by way of a commission, calculated and subject to the
conditions set out in Schedule A. The terms of the commission structure shall
be reviewed regularly by the Company, no less than yearly.
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Benefits

In addition to your current company benefit plan, the Company agrees:

a) to provide to you a car allowance of $1060.00 USD per month

b) to provide, under the Pension Scheme in the UK, a contribution that matches
   your contribution up to a maximum of 6% of your base salary

All amounts referenced as USD will be paid in GBP as follows:

1. Base Salary and Car Allowance--The Company will review the exchange rate
used to convert from the USD base salary to GBP on a semi-annual basis on
August 31st and February 28th of each Fiscal Year.

2. Commissions Earned--Paid on the average exchange for the quarter.

Vacation

You shall be entitled to 20 days of annual vacation to be taken at such times
that do not unreasonably interfere with the Company's business. Vacation time
shall not be carried into subsequent years, without prior written consent of
the President. You shall be entitled to all statutory holidays regularly
observed by the Company.

Options

You will receive options to purchase 50,000 common shares of the Company in
accordance with the Company's Employee Stock Option Plan 2000, a copy of which
has been delivered to you. Further entitlements will be determined from time
to time by the Board of Directors of the Corporation and will be subject to
the terms and conditions of the specified plan.

Other terms and conditions relating to your employment are attached as
Schedule A and Appendix 1.

To the extent that this letter conflicts or contradicts with the initial
employment letter agreement between you and ImagicTV Inc. dated Friday,
September 1, 2000, the provisions of the initial employment letter agreement
are amended and the provisions of this letter shall prevail.

Yours truly,

Marcel LeBrun

President and CEO

I accept the promotion to Vice President Sales EMEA with ImagicTV (UK) Limited
on the terms and conditions set out herein.

-------------------------------------    -------------------------------------
Signature--Nigel Bealing                 Date
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                                 SCHEDULE "A"

                         Terms of Commission Structure

i.   Operate within the agreed upon budget for fiscal year 2002.

ii.  Commission structure is discretionary and will be reviewed at the
     Company's fiscal year end, February 28th.

iii. The President of the Company has the authority to amend the terms and
     conditions of the Commission Structure.

iv.  In the event that the Company does not achieve the targeted gross
     revenues as set forth in the Plan, the amount of the Bonus shall be in an
     amount as set by the Board based on your performance and also based on
     principles of reasonableness considering the actual gross revenue earned
     by the Company.

v.   The EMEA region is defined as Europe, Middle East and Africa.

Revenue Recognition Policies

For the purposes of this Agreement, "License Revenues" shall mean all revenue
recognized from software license, maintenance and professional services fees
paid to the Company from sales generated by you in the EMEA region.

The Company's revenue recognition policies are generally as follows:

i.   Up front Software License Fees are recognized when a contract with a
     customer has been executed, delivery and acceptance of the software have
     occurred, the License Fees are fixed and determinable, and collection of
     the related receivable is deemed probable.

ii.  Maintenance fees are recognized rateably over the terms of the
     agreements, which are typically 12 months.

iii. Professional service fees are recognized when the services are performed.

Commission Payment Schedule:

Commissions will be paid on actual EMEA quarterly revenues according to the
following rate schedule:

1.  2% if actual quarterly license revenues meet board approved quarterly
    targets

2.  1% if actual quarterly revenues are less than quarterly targets

3.  Commissions will be paid quarterly in the month following the end of the
    quarter
4.  If a customer's fee remains unpaid 60 days from it's due date; any
    previously paid commissions on these fees will be deducted from any future
    commissions payable to you until such time as payment is received

5.  If payment of a customer's fee is received more than 90 days from it's due
    date, the fee will be commissionable at 50% of the normal commission rate.

6.  If payment terms are negotiated to extend beyond 90 days from the date of
    the contract, commissions will be paid on the date payments are received.
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                    APPENDIX 1: OTHER TERMS AND CONDITIONS

Options on Change of Control

   In the event of a change of control of ImagicTV you will be entitled,
during the 90 days following change for control to exercise the Vested Options
and all other options held by you at such time, whether or not such options
have otherwise vested, after which time all options will lapse

Change in control shall mean the acquisition by a person of 51% or more of the
issued and outstanding voting shares of the Company.

Insurance

   You acknowledge that the Company shall have the right to take out insurance
your life and designate the Company as beneficiary and agree for such purposes
to submit to all required medical examinations, at the Company's expense.
Notwithstanding the right of the Company to take out insurance on your life,
all of the your medical records shall be confidential to you and the insurance
company and the Company shall have no right of access thereto.

Non-Competition

   You recognise that, in light of your position with the Company under this
Agreement, your employment with or investment in an enterprise in the business
of designing, manufacturing, marketing, selling and/or servicing equipment or
products, including hardware, software and firmware, that competes with
currently offered equipment or products of the Company, those under
development, or those contemplated in any business plan duly approved by the
Company, being the development, delivery and sale of software for digital
interactive television services over a broadband network (the "Business"),
would cause irreparable harm to the Company; therefore, you agree that during
the period of your employment hereunder and for 12 months thereafter;

(a)neither you nor any spouse, including a common law spouse, will be
interested, directly or indirectly, as an investor in any other business or
enterprise substantially similar to the Business (except as an investor in
securities listed on a national securities exchange or actively traded over
the counter so long as such investments are in amounts not significant as
compared to your total investments or to the aggregate of the outstanding
securities of the issuer of the same class of issue) in Canada, the United
States, Europe and other markets in which the Company conducts a material
amount of Business from time to time in the future;

(b)you will not, directly or indirectly, for your own account or as an
employee, officer, director, partner, consultant, shareholder, joint venturer
or in any other manner whatsoever, engage within Canada, the United States,
Europe and other markets in which the Company conducts its Business from time
to time during the aforementioned limitation period, in any business or
enterprise materially similar to the Business; and

(c)you will not directly or indirectly solicit, interfere with or endeavour to
direct or entice away from the Company any customer, client or any person,
firm or corporation in the habit of dealing with the Company or interfere
with, entice away or otherwise attempt to obtain the withdrawal of or hire any
employee of the Company.

May 25, 2001