EXHIBIT 10.2

                                                                    China Wi-Max
                                                                    DENVER TOWER
                                                             1905 Sherman Street
                                                                       Suite 335
                                                          Denver, Colorado 80203

                                                            Office: 303-993-8028
                                                                  : 800-830-1978
                                                            Fax   : 303-993-8172
                                                                  : 888-220-8527
                                                             www.chinawi-max.com


June 29, 2009


Mr. Eric Hager
23922 Caldwell Ct.
Evergreen, CO 80439


   Subject: Consulting Letter Agreement -- Terms of Engagement and Conditions



Dear Eric:

This letter  agreement  ("Letter  Agreement"),  effective as of the date hereof,
except for payments which shall begin on July 1, 2009,  shall serve as the basis
of an independent  contractor  consulting  relationship between you, Eric Hager,
("Consultant")  and China  Wi-Max  Communications,  Inc.  ("CWMC").  This Letter
Agreement is for services above and beyond the advice you will be providing as a
CWMC board  advisor -- and beyond the  development  of a joint venture to market
and sell  VLAN/VPN  services  originating  in the US to On-net  CWMC  accessible
buildings in China.

CWMC envisions three primary areas where you may be engaged with the expectation
of compensation as a Consultant, including:

     1)   Preparing and  presenting  expert  opinion on operations  and business
          models to investor road shows on a case-by-case  basis,  as needed and
          specifically  engaged.  This will require you to fully understand CWMC
          investor materials on business  projections and technical  realization
          of CWMC's current and future business models.

     2)   Assisting in network planning and oversight of operations in China for
          current and future business plans and/or operations; and

     3)   Development of detailed strategic positioning of a U.S. based VLAN/VPN
          revenue model into current business models, and building CWMC cost and
          operational models within China.

CWMC  reserves  the right to expand or contract  the scope of services set forth
above at any time without penalty. All work will be performed to mutually agreed
output.  It  is  possible  that  over  time,  and  based  upon  success  in  the
above-referenced  matters, in the sole judgment of CWMC, that CWMC may decide to
hire you as a full or  part-time  employee  fulfilling  a similar (or  expanded)
role.  However,  that  decision has not yet been made and this Letter  Agreement
should not be construed as an "offer" to be employed at CWMC. Neither the making
of this  Letter  Agreement  nor  the  performance  of its  provisions  shall  be
construed to constitute  either of the parties as an agent,  employee,  partner,
joint venturer or legal  representative  of the other.  Each party  acknowledges

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that it has no right or  authority to obligate or  represent  the other,  nor to
bind the other in any manner whatsoever. Consultant shall at all times be deemed
to be an independent contractor, shall bear all tax consequences associated with
entering into this Letter  Agreement,  and shall perform its  obligations  under
this Letter  Agreement  in his own name and for his own  account  and risk,  and
Consultant  shall have no right or authority to assume or create any  obligation
or responsibility,  whether expressed or implied, on behalf of or in the name of
CWMC without  written,  or electronic  authorization.  CWMC agrees to review the
terms of this Letter Agreement at least quarterly upon your request.

As an independent  contractor pursuant to this Letter Agreement,  CWMC agrees to
the following fee structure:

     1)   An hourly fee structure of $100  U.S./hour  with a cap of $800 per day
          (even if you  provide  services  in excess of 8 hours in any single 24
          hour period), exclusive of reasonable,  agreed to, company-permitted ,
          out-of-pocket expenses approved in advance;

     2)   A minimum retainer of 3 days,  $2,400/month,  paid  electronically  by
          bank  deposit  on or about the first of each  month,  during  the term
          hereof; and

     3)   An immediate  stock option grant of 25,000 common shares (as generally
          made available to similarly situated consultants from time to time, on
          then available terms).

Consultant shall submit monthly invoices to CWMC in a mutually acceptable format
with  itemization  that  lists  hours  billed  and a  description  of  the  work
performed, as well as any and all such other information mutually agreed by CWMC
and Consultant as they may deem necessary. Copies of associated receipts for all
fees and expenses shall accompany such monthly invoices sent to CWMC. Consultant
shall coordinate the services to be performed with a CWMC-designated employee or
representative,  who shall be Consultant's  principal contact with regard to any
and all services  requested of Consultant,  and to whom Consultant should direct
all  reports,  findings,  services,  billings  and  the  like,  relating  to its
provision of Services to CWMC.

The term of this Letter  Agreement  shall be  month-to-month.  Either  party may
terminate this Letter  Agreement at any time without cause upon thirty (30) days
written  notice.  All  notices  given under this  Letter  Agreement  shall be in
writing and shall be addressed to the parties at their respective  addresses set
forth herein.

If this Letter  Agreement  is  terminated  by either  party,  CWMC shall only be
liable for payment of  consulting  fees earned as a result of services  actually
performed prior to the date of termination.  Consultant  acknowledges that since
this Letter Agreement is temporary in nature.  Consultant is not entitled to any
additional  advance notice of termination as may be required,  in the absence of
this provision, by any federal or state law.

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During the term of this  Letter  Agreement  and for a period of one (1) year you
agree (i) to not engage in any  activity  that  competes  directly  with  CWMC's
business in China;  and (ii) to not solicit for  employment or engagement of any
kind any current or former employee, officer or director of CWMC.

You also agree,  without CWMC's prior written  consent,  to not reveal to anyone
who is not a current  director,  officer,  employee of CWMC,  any  "Confidential
Information".  Consultant agrees to use CWMC's Confidential Information (defined
below) he receives or otherwise  obtains  solely for purposes of benefiting  the
business relationship between Consultant and CWMC. Consultant shall maintain and
protect  all  Confidential  Information  he  receives  or  otherwise  obtains in
confidence.

Confidential Information" means information in its broadest sense, including but
not  limited  to  computer  programs,   databases,   trade  secrets,   know-how,
inventions,  improvements,   discoveries,  techniques,  business  and  marketing
records, merchandising and marketing techniques, plans and data, strategies, new
products, financial data, budgets,  projections,  work papers, files, contracts,
and client and supplier information and lists, though, excluding information:

     (A)  was previously  known to Consultant  free of any obligation to keep it
          confidential;

     (B)  is  disclosed  to  third  parties  by  the  disclosing  party  without
          restriction;

          or

     (C)  is or becomes  publicly  available  by lawful  means and by other than
          unauthorized disclosure.

     (D)  is  required  to be  disclosed  under  applicable  law  or by a  valid
          subpoena or other court or governmental order,  decree,  regulation or
          rule;  provided,  however,  that if disclosure is required  under this
          provision,  receiving  party  shall  advise  disclosing  party  of the
          requirement  to  disclose  Confidential   Information  prior  to  such
          disclosure and as soon as reasonably practicable after receiving party
          becomes aware of such required  disclosure;  and further provided that
          upon the request of the disclosing  party,  the receiving party agrees
          to cooperate in good faith and at the expense of the disclosing  party
          in any reasonable and lawful actions which the disclosing  party takes
          to resist such disclosure,  limit the  Confidential  Information to be
          disclosed or limit the extent to which the Confidential Information so
          disclosed may be used or made available to third parties.

 Consultant agrees that such unauthorized disclosure(s) would result in material
harm to CWMC,  and allow CMWC to  immediately  terminate  this Letter  Agreement
without notice to Consultant, seek injunctive relief and compensation, including
lost profits and attorneys  fees.  This  provision on  Confidential  Information
shall survive the  termination of the Letter  Agreement for a period of five (5)
years from the date of termination.  Also, you agree prior to becoming  formally
engaged in any other  assignment(s)  or  project(s),  whether as an  independent

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contractor,  employee,  owner, etc., that competes directly with CWMC's business
in China, that you receive prior written approval to do so by CWMC.

In the event of termination of this Letter Agreement, you agree to return within
three (3) business  days to CWMC,  and in an orderly and business  like fashion,
any and all materials, documents, and/or work-product developed pursuant to this
arrangement.

This Letter  Agreement shall be governed by and construed in accordance with the
laws of the State of Colorado, without regard to the conflict of laws provisions
thereof,  and the laws of that state shall  govern all of the rights,  remedies,
liabilities, powers and duties of the parties under this Letter Agreement and of
any  arbitrator  or mediator to whom any matter  hereunder  may be submitted for
resolution by the parties hereto.

Each party shall indemnify and hold harmless the other for its own negligence or
intentional  misconduct,  including claims for bodily injury, death or damage to
property. Consultant hereby certifies that he does not advocate, support, assist
or engage in, and has not  advocated,  supported,  assisted  or engaged  in, any
illegal or terrorist  activity.  Consultant  further  certifies that he does not
employ, support, assist or otherwise associate with any entities,  organizations
or individuals that Consultant knows, or has reason to know,  support terrorism,
or that appear on any official terrorist lists published by the U.S. Government,
the United Nations, the European Union, or the Consultant's government.

In conformity  with the United States  Foreign  Corrupt  Practices Act ("FCPA"),
Consultant shall not directly or indirectly make an offer,  payment,  promise to
pay, or authorize  payment,  or offer a gift,  promise to give, or authorize the
giving of anything of value for the purpose of influencing an act or decision of
an official of any  government  of any country where the products or services of
CWMC are used or the United States Government  (including a decision not to act)
or inducing such a person to use his  influence to affect any such  governmental
act or  decision  in order to  assist  Consultant  in  obtaining,  retaining  or
directing any such business.

This  Letter   Agreement  is  being   entered  into  in  reliance  upon  and  in
consideration of the qualifications of Consultant.  CWMC specifically  contracts
for the  professional  services of Consultant,  and Consultant may not assign or
delegate  the  performance  of services  hereunder  without the express  written
consent of CWMC, which may be withheld by CWMC in its sole discretion.

This Letter Agreement is the entire agreement between the parties on the subject
matter herein and supersedes all prior agreements and understandings, written or
oral. This Letter  Agreement may not be amended or modified in any way except in
writing  signed by an  authorized  person of the other  party  against  whom the
amendment,  modification  or waiver is sought to be  enforced.  Nothing  in this
Letter  Agreement  shall be construed so as to require the commission of any act
contrary to law, and wherever  there is any  conflict  between any  provision of
this Letter  Agreement and any  applicable and  enforceable  law, such law shall
prevail,  provided,  however,  that  in the  event  of any  such  conflict,  the
provisions of this Letter  Agreement so affected  shall be curtailed and limited

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only to the  extent  necessary  to  permit  compliance  with the  minimum  legal
requirement, and no other provisions of this Letter Agreement shall be affected,
and all such  other  provisions  shall  continue  in full force and  effect.  No
provision of this Letter Agreement will be interpreted  against any party solely
because the party (or its legal representative) drafted the provision.

Eric,  on  behalf of China  Wi-Max  Communications,  I welcome  you to our team.
Please  execute by signing below and returning to me one original of this Letter
Agreement.

Sincerely yours,



---------------------------------
Steven T. Berman
President and CEO
China Wi-Max Communications, Inc.


Agreed to and Accepted:

Eric Hager, Consultant



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