Filed by Automated Filing Services Inc. (604) 609-0244 - Infolinx Communications Ltd. - Exhibit 10.2






CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT is made as of the 22nd day of
September 2005. 

	BETWEEN: 	INFOLINX COMMUNICATIONS Ltd., a British
    
	  	Columbia corporation, having an office located
      at 180 
	  	Pemberton Avenue, North Vancouver, British
      Columbia, V7P 
	  	2R5 
	  	  
	  	(The “Company”) 
	  	  
	AND: 	Patrick Fitzsimmons 
	  	  
	  	  
	  	  
	  	  
	  	(The “Consultant”) 


A.        The Company is a
British Columbia corporation whose shares are posted for trading on the NASD’s
OTCBB Pink sheets

B.       The Company is a company
with a skilled management team, operating globally, which creates interactive
television channels, that run on a number of interactive digital TV platforms,
that allow print type content to be distributed and displayed on a TV on
demand.

C.      The Company has the need to
acquire the skills of the Consultant for the purpose of performing the following
duties:

- Identify new opportunities for the company and possible
product markets

- conduct Sales and Marketing activities related to the
development of the Company’s business

and such other duties as assigned by the Board of Directors;
and

D.      The Company wishes to retain
the services of the Consultant on the terms and conditions of this Agreement to
perform the functions described in C. above.

THIS AGREEMENT WITNESSES that in consideration of
the mutual covenants and agreements hereinafter contained and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:

	1. 	
      RETAINER OF CONSULTANT

	 	 
	1.1 	
      The Company hereby retains the Consultant in such
      capacity as the parties may mutually agree, upon the terms and conditions
      of the Agreement, and providing such other services
as








		
      the Company, its President or its Board of Directors may
      reasonably request and which may be within the Consultant’s capability to
      perform.

	 	 
	2. 	
      TERM



2.1    The term of this Agreement shall be for a
period of two years commencing as of the date of this Agreement (the “Start
Date”), subject to earlier termination as provided for in this Agreement. This
Agreement shall be renewed no later than one (1) month prior to the expiry of
its term provided the terms can be agreed upon by the parties hereto in
writing.

3.     
CONSULTING FEES

	3.1 	
      In consideration of the Consultant's services under this
      Agreement, the Company shall pay to the Consultant compensation as
      described in Schedule A.

	 	 
	3.2 	
      The Company shall reimburse the Consultant for all
      reasonable and / or pre-agreed expenses incurred by the Consultant in
      furtherance of the Company's business. The Consultant shall, to the
      greatest extent possible, submit statements and vouchers for all expenses
      claimed. The Consultant acknowledges that the Company will only reimburse
      those expenses that the Company considers reasonable or to which the
      Company has granted prior authorization.



4.     
CONFIDENTIAL INFORMATION

4.1    The Consultant acknowledges that, in the
course of providing services to the Company, it will have access to confidential
information concerning the Company and its subsidiaries and, therefore, the
Consultant agrees that it will not, either during the term of this Agreement or
for a period of one (1) year thereafter, divulge or utilize to the detriment of
the Company any of such confidential information so obtained. The provisions of
this section shall survive the expiry or earlier termination of this Agreement.
The Consultant shall ensure that its employees, directors and officers are made
aware of this confidential treatment of information and shall not disclose
confidential information of the Company to these persons until it has satisfied
itself that no confidential information will be disclosed by these persons
without the Company’s consent.

5.     
DEVOTION OF TIME 

5.1    During the term and any renewal of this
Agreement, the Consultant shall devote sufficient time and attention to the
Company's business as may be required to properly perform his duties
hereunder.

6.     
RELATIONSHIP OF PARTIES AND OWNERSHIP OF WORK PRODUCT

6.1    Nothing in this Agreement shall create
between the parties a partnership, joint venture or other relationship than that
of a Company hiring a consultant.




3

	6.2 	
      Nothing in this Agreement shall create in the Consultant
      any intellectual property rights or interests in and to the trademarks,
      tradenames, software or other assets of the Company or its affiliated
      companies.

	 	 	 
	7. 	
      TERMINATION OF AGREEMENT

	 	 	 
	7.1 	
      This Agreement may be terminated by either party at any
      time, without cause, by giving the other party written notice of such
      termination at least seven (7) days prior to the termination date set
      forth in such written notice.

	 	 	 
	7.2 	
      Upon termination of this Agreement for any reason, the
      Consultant shall promptly deliver the following in accordance with the
      directions of the Company:

	 	 	 
		(a) 	
      A final accounting, reflecting the balance of expenses
      incurred on behalf of the Company as of the date of termination;

	 	 	 
		(b) 	
      All documents (in electronic or written form) pertaining
      to the Company or this Agreement, including but not limited to all
      brochures, product promotional materials, books of account,
      correspondence, records and contracts provided that the Consultant shall
      be entitled thereafter to inspect, examine and copy all of the documents
      which it delivers in accordance with this provision at all reasonable
      times upon three days notice to the Company.



7.3    Upon termination of this Agreement, the
Consultant shall be entitled to receive as full and sole compensation in
discharge of obligations of the Company to the Consultant under this Agreement,
all sums due and payable under this Agreement to the date of termination and the
Consultant shall have no right to receive any further payments.

8.     
MISCELLANEOUS

8.1    All notices and other communications
required or permitted by this Agreement to be given or made by either party to
the other shall be given or made in writing and be delivered by hand or
registered mail (except during a postal disruption) to the parties at the
addresses set forth in this Agreement, or at such other address as the parties
designate by notice in writing to the other. Proof of delivery in such manner
shall constitute proof of receipt.

	8.2 	
      This Agreement may not be assigned by either party
      without the prior written consent of the other. This agreement supersedes
      any replaces any previous agreement, written or oral, between the parties
      and corrects any deficiencies or errors in said previous
  agreements.

	 	 
	8.3 	
      This Agreement shall be construed under and governed
      solely by the laws of British Columbia and the law of Canada applicable
      therein.







4

	8.4 	
      This Agreement shall enure to the benefit of and be
      binding upon the parties and their respective successors and permitted
      assigns.



IN WITNESS WHEREOF the parties have executed this
Agreement as of the date first above written notwithstanding its actual date of
execution.

INFOLINX COMMUNICATIONS Ltd. 
by its authorized
signatory:

 

__________________________________________ 
Matthew
Jones, President

 

Accepted by:

Patrick Fitzsimmons

 

 

__________________________________________ 
Signature of
Consultant or Authorized Signatory




5

 

 

Schedule A – Compensation

 

	Monthly retainer 	$ 2,000 CDN 
	(Commencement date by Board approval) 	  
	  	  
	  	  
	Stock earned in lieu of fees at 50,000 common shares/month
    	  
	for a period of 12 months 	600,000 shares 


 

The Company agrees to grant the Consultant stock options
entitling the Consultant to purchase 400,000 common shares of the Company at an
exercise price of $0.10 US per share or such other exercise price as may be
required by the regulatory authorities having jurisdiction. The Company shall
make all reasonable efforts to register for resale the shares, and the shares
underlying the options under the Securities Exchange Act of 1934 by way of S-8
registration statement filing or other registration statements filing.