-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JQWFW18dx/NUQOEgd2Yroty7zfWfru50OqyjBJWUSoWQ+/FXyZ4g9na2oC7PksMf 6CV2CVbRd/2ls/PHd3d4ug== 0000898432-02-000034.txt : 20020413 0000898432-02-000034.hdr.sgml : 20020413 ACCESSION NUMBER: 0000898432-02-000034 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 14 FILED AS OF DATE: 20020122 EFFECTIVENESS DATE: 20020122 FILER: COMPANY DATA: COMPANY CONFORMED NAME: URBANA CA INC CENTRAL INDEX KEY: 0001058330 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 880393257 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-81164 FILM NUMBER: 02514054 BUSINESS ADDRESS: STREET 1: 750 WEST PENDER ST STREET 2: SUITE 804 CITY: VANCOUVER BRITISH CO STATE: A6 ZIP: V6C 2T8 BUSINESS PHONE: 7027322253 MAIL ADDRESS: STREET 1: 1600 E DESERT INN RD STREET 2: SUITE 102 CITY: LAS VEGAS STATE: NV ZIP: 89109 FORMER COMPANY: FORMER CONFORMED NAME: INTEGRATED CARBONICS CORP DATE OF NAME CHANGE: 19980729 S-8 1 forms8.txt Registration No. ___________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- FORM S-8 Registration Statement Under The Securities Act of 1933 ----------------------- URBANA.CA, INC. (Exact Name of Registrant as Specified in Its Charter) Nevada (State or Other Jurisdiction of Incorporation or Organization) 88-0393257 (I.R.S. Employer Identification No.) 750 West Pender Street, Suite 804 Vancouver, British Columbia V6C 2T8 (Address of Principal Executive Offices)
CONSULTING AGREEMENT DATED AS OF NOVEMBER 14, 2001 BETWEEN URBANA.CA, INC. AND BRIAN FAULKNER CONSULTING AGREEMENT DATED AS OF NOVEMBER 26, 2001 BETWEEN URBANA.CA, INC. AND STEVEN GRAY CONSULTING AGREEMENT DATED AS OF NOVEMBER 26, 2001 BETWEEN URBANA.CA, INC. AND LYNN COVERDALE CONSULTING AGREEMENT DATED AS OF NOVEMBER 26, 2001 BETWEEN URBANA.CA, INC. AND KIM KIMATRAI CONSULTING AGREEMENT DATED AS OF NOVEMBER 26, 2001 BETWEEN URBANA.CA, INC. AND MIKE PELLETIER CONSULTING AGREEMENT DATED AS OF NOVEMBER 26, 2001 BETWEEN URBANA.CA, INC. AND GREG HARROLD CONSULTING AGREEMENT DATED AS OF NOVEMBER 26, 2001 BETWEEN URBANA.CA, INC. AND ED DEAN CONSULTING AGREEMENT DATED AS OF NOVEMBER 26, 2001 BETWEEN URBANA.CA, INC. AND CHRIS FORSYTH CONSULTING AGREEMENT DATED AS OF NOVEMBER 26, 2001 BETWEEN URBANA.CA, INC. AND KEN RASTIN CONSULTING AGREEMENT DATED AS OF NOVEMBER 26, 2001 BETWEEN URBANA.CA, INC. AND DARCY DAVIS CONSULTING AGREEMENT DATED AS OF NOVEMBER 26, 2001 BETWEEN URBANA.CA, INC. AND MARTIN PARREST (Full Title of the Plan)
DAVID M. GROVES 750 WEST PENDER STREET, SUITE 804 VANCOUVER, BRITISH COLUMBIA V6C 2T8 (Name and Address of Agent For Service) (604) 682-8445 (Telephone Number, Including Area Code, of Agent for Service) COPY TO: Clayton E. Parker, Esq. Troy J. Rillo, Esq. Kirkpatrick & Lockhart LLP 201 South Biscayne Boulevard, Suite 2000 Miami, Florida 33131
CALCULATION OF REGISTRATION FEE ------------------------------- ============================================================================================================ PROPOSED MAXIMUM PROPOSED MAXIUMUM TITLE OF SECURITIES AMOUNT OFFERING PRICE AGGREGATE OFFERING AMOUNT OF TO BE REGISTERED TO BE REGISTERED PER SHARE (1) PRICE (1)(2) REGISTRATION FEE (1)(2) - ------------------------------------------------------------------------------------------------------------ Common Stock, par value $0.001 per share 1,163,660 shares $0.01 $11,636.60 $2.78 - ------------------------------------------------------------------------------------------------------------ (1) Pursuant to Rule 457(h)(1) of the Securities Exchange Act of 1934, the proposed maximum offering price per share, proposed maximum aggregate offering price and amount of registration fee were computed based upon the average of the high and low prices of the shares of Common Stock on January 18, 2002.
PART I INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS The documents containing the information specified in Part I of Form S-8 (plan information and registrant information) will be sent or given to employees as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Act"). Such documents need not be filed with the Securities and Exchange Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents, which include the statement of availability required by Item 2 of Form S-8, and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Act. PART II INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. --------------------------------------- The following documents have been previously filed by Urbana.ca, Inc. (the "Company") with the Securities and Exchange Commission (the "Commission") and are hereby incorporated by reference into this Registration Statement as of their respective dates: (a) The Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2000 filed with the Commission on March 30, 2001. (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the registrant document referred to in (a) above. (c) The description of the Company's Common Stock contained in its Registration Statement on Form SB-2 filed with the Commission on October 2, 2001, as amended, pursuant to the Act, including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, after the date of this Registration Statement, but prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered by this Registration Statement have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement. Each document incorporated by reference into this Registration Statement shall be deemed to be a part of this Registration Statement from the date of the filing of such document with the Commission until the information contained therein is superseded or updated by any subsequently filed document that is incorporated by reference into this Registration Statement or by any document that constitutes part of the prospectus relating to the consulting agreements that meets the requirements of Section 10(a) of the Securities Act of 1933, as amended. ITEM 4. DESCRIPTION OF SECURITIES. ------------------------- Not Applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. -------------------------------------- Not Applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. ----------------------------------------- LIMITATION OF LIABILITY No director of the Company will have personal liability to the Company or any of its stockholders for monetary damages for breach of fiduciary duty as a director or officers involving any act or omission of any such director or officer, unless it involves such things as a breach of the director's duty of loyalty to the Company or its stockholders; acts of omissions not in good faith or, which involve intentional misconduct or a knowing violation of law; the payment of dividends in violation of Nevada law; or for any transaction from which the director derived an improper personal benefit. INDEMNIFICATION The bylaws of the Company provide that any person who is a legal representative, or officer or director of the Company is to be indemnified and held harmless against all expenses, liability and loss (including attorneys' fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by him in connection therewith. The expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the Company as they are incurred and in advance of the final disposition of the action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the Company. The board of directors may cause the Company to purchase and maintain insurance on behalf of any person who is or who was a director or officer of the Company, or is or was serving at the request of the Company as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the Company would have the power to indemnify such person. NEVADA LAWS Nevada Revised Statutes 78.7502, 751, and 752 have similar provisions that provide for discretionary and mandatory indemnification of officers, directors, employees, and agents of a corporation. Under these provisions, such persons may be indemnified by a corporation against expenses, including attorney's fees, judgment, fines and amounts paid in settlement, actually and reasonably incurred by him in connection with the action, suit or proceeding, if he acted in good faith and in a manner which he reasonably believed to be in or opposed to the best interests of the corporation and with respect to any criminal action or proceeding, had not reasonable cause to any action, suit or proceeding, had not reasonable cause to believe his conduct was unlawful. To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding, or in defense of any claim, issue or matter, he must be indemnified by a corporation against expenses, including attorney's fees, actually and reasonably incurred by him in connection with the defense. Any indemnification, unless ordered by a court or advanced by a corporation, must be made only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made: o By the stockholders; o By the board of directors by majority vote of a quorum consisting of directors who were not parties to that act, suit or proceeding; o If a majority vote of a quorum consisting of directors who were not parties to the act, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion; or o If a quorum consisting of directors who were not parties to the act, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion; o Expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by a corporation. To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections 1 and 2, or in defense of any claim, issue or matter therein, a corporation shall indemnify him against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the defense. SEC POSITION ON INDEMNIFICATION Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. ----------------------------------- Not applicable.
Item 8. Exhibits. EXHIBIT NO. DESCRIPTION LOCATION - ----------- ------------------------------ -------- 4.1 Consulting Agreement dated as of November Provided herewith 14, 2001 between Urbana.ca, Inc. and Brian Faulkner 4.2 Consulting Agreement dated as of November Provided herewith 26, 2001 between Urbana.ca, Inc. and Steven Gray 4.3 Consulting Agreement dated as of November Provided herewith 26, 2001 between Urbana.ca, Inc. and Lynn Coverdale 4.4 Consulting Agreement dated as of November Provided herewith 26, 2001 between Urbana.ca, Inc. and Kim Kimatrai 4.5 Consulting Agreement dated as of November Provided herewith 26, 2001 between Urbana.ca, Inc. and Mike Pelletier 4.6 Consulting Agreement dated as of November Provided herewith 26, 2001 between Urbana.ca, Inc. and Greg Harrold 4.7 Consulting Agreement dated as of November Provided herewith 26, 2001 between Urbana.ca, Inc. and Ed Dean 4.8 Consulting Agreement dated as of November Provided herewith 26, 2001 between Urbana.ca, Inc. and Chris Forsyth 4.9 Consulting Agreement dated as of November Provided herewith 26, 2001 between Urbana.ca, Inc. and Ken Rastin 4.10 Consulting Agreement dated as of November Provided herewith 26, 2001 between Urbana.ca, Inc. and Darcy Davis 4.11 Consulting Agreement dated as of November Provided herewith 26, 2001 between Urbana.ca, Inc. and Martin Parrest 5.1 Opinion of Kirkpatrick & Lockhart LLP re: Provided herewith legality 23.1 Consent of Kirkpatrick & Lockhart LLP Incorporated by reference to Exhibit 5.1 of this Registration Statement, which contains the consent of Kirkpatrick & Lockhart LLP 23.2 Consent of LaBonte & Co. Provided herewith 24.1 Power of Attorney Incorporated by reference to the signature page of this Registration Statement on Form S-8
ITEM 9. UNDERTAKINGS. ------------ (a) The undersigned registrant will: (1) File, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to: (i) Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the "Act"); (ii) Reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) Include any additional or changed material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (2) For purposes of determining any liability under the Act, treat each post-effective amendment as a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Act, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report, to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Articles 3 of Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information. (d) Insofar as indemnification for liabilities arising under the Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on January 18, 2002. URBANA.CA, INC. By: /s/ David M. Groves ------------------------------------------------- Printed Name: David M. Groves Title: President and Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David M. Groves, his true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for him and in his name, place and stead, in any and all capacities (until revoked in writing), to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated, which together constitute a majority of the board of directors of the Company. Date: January 18, 2002 By:/s/ David M. Groves ------------------------------------ Name: David M. Groves Title: President, Chief Executive Officer and Director Date: January 18, 2002 By:/s/ Robert S. Tyson ------------------------------------ Name: Robert S. Tyson Title: Vice President, Secretary and Director (Principal Financial and Accounting Officer) Date: January 18, 2002 By:/s/ Henry Tyler ------------------------------------ Name: Henry Tyler Title: Vice President, Electronic Bill Presentment, and Director
EX-99 3 u122347.txt EX. 4.1 EXHIBIT 4.1 ----------- CONSULTING AGREEMENT -------------------- November 14, 2001 Dear Mr. Faulkner: This will confirm the arrangements, terms and conditions pursuant to which Mr. Brian Faulkner (hereinafter referred to as "Consultant") will accept shares of common stock of Urbana.ca, Inc. (hereinafter referred to as the "Company") for legal services rendered. The undersigned hereby agrees to the following terms and conditions: 1. CONSULTING SERVICES. The Consultant has rendered legal services and advice pertaining to the Company's business affairs. The Consultant acknowledges and agrees that the legal services provided were not in connection with capital raising transactions. 2. COMPENSATION. In lieu of cash compensation, the Consultant has agreed to accept 528,660 shares of common stock of the Company as payment in full for the legal services rendered. The legal fees owed to the Consultant as of the date hereof are $23,261. The Company will use its best efforts to file an S-8 Registration Statement registering the shares to be issued to the Consultant within 30 days of the date hereof and to maintain its effectiveness for a 12-month period after filing. The shares will be issued in their entirety at the time of the filing of the S-8 Registration Statement. 3. LOCK-UP PROVISION. The Consultant agrees to sell shares only on an equal amount of 176,220 shares per 30 day period beginning 30 days from the date of this Agreement. 4. RELATIONSHIP. Nothing herein shall constitute Consultant as employee or agent of the Company except to such extent as might hereafter be agreed upon for a particular purpose. Except as expressly agreed, Consultants shall not have the authority to obligate or commit the Company in any manner whatsoever. 5. ASSIGNMENT AND TERMINATION. This Agreement shall not be assignable by any party except to successors to all or substantially all of the business of either the Consultant or the Company nor may this Agreement be terminated by either party for any reason whatsoever without the prior written consent of the other party, which consent may not be arbitrarily withheld by the party whose consent is required. Yours truly, Urbana.ca Inc. By: David M. Groves President & CEO Agreed and Accepted By: By: /s/ Brian Faulkner ---------------------------------- Brian Faulkner EX-99 4 u124346.txt EX. 4.2 EXHIBIT 4.2 ----------- CONSULTING AGREEMENT -------------------- November 26, 2001 Dear Mr. Gray: This will confirm the arrangements, terms and conditions pursuant to which Mr. Steven Gray (hereinafter referred to as "Consultant") will accept shares of common stock of Urbana.ca, Inc. (hereinafter referred to as the "Company") for legal services rendered. The undersigned hereby agrees to the following terms and conditions: 1. CONSULTING SERVICES. The Consultant will render legal services and advice pertaining to the Company's business affairs. The Consultant acknowledges and agrees that the legal services to be provided are not in connection with capital raising transactions. 2. COMPENSATION. In lieu of cash compensation, the Consultant has agreed to accept 240,000 shares of common stock of the Company as payment in full for the legal services rendered. The Company will use its best efforts to file an S-8 Registration Statement registering the shares to be issued to the Consultant within 60 days of the date hereof and to maintain its effectiveness for a 12-month period after filing. The shares will be issued in three monthly installments of 80,000 shares, commencing upon the filing of the Form S-8 Registration Statement. 3. LOCK-UP PROVISION. The Consultant agrees that he will not sell the shares any sooner than in three equal installments of 80,000 shares every 30 days, commencing 30 days after the filing of the Form S-8. 4. RELATIONSHIP. Nothing herein shall constitute Consultant as employee or agent of the Company except to such extent as might hereafter be agreed upon for a particular purpose. Except as expressly agreed, Consultants shall not have the authority to obligate or commit the Company in any manner whatsoever. 5. ASSIGNMENT AND TERMINATION. This Agreement shall not be assignable by any party except to successors to all or substantially all of the business of either the Consultant or the Company nor may this Agreement be terminated by either party for any reason whatsoever without the prior written consent of the other party, which consent may not be arbitrarily withheld by the party whose consent is required. Yours truly, Urbana.ca Inc. By: David M. Groves President & CEO Agreed and Accepted By: By: /s/ Steven Gray -------------------------------- Steven Gray EX-99 5 u124349.txt EX. 4.3 EXHIBIT 4.3 ----------- CONSULTING AGREEMENT -------------------- November 26, 2001 Dear Ms. Coverdale: This will confirm the arrangements, terms and conditions pursuant to which Ms. Lynn Coverdale (hereinafter referred to as "Consultant") will accept shares of common stock of Urbana.ca, Inc. (hereinafter referred to as the "Company") for financial services rendered. The undersigned hereby agrees to the following terms and conditions: 1. CONSULTING SERVICES. The Consultant will render financial services and advice pertaining to the Company's business affairs. The Consultant acknowledges and agrees that the services to be provided are not in connection with capital raising transactions. 2. COMPENSATION. In lieu of cash compensation, the Consultant has agreed to accept 75,000 shares of common stock of the Company as payment in full for the financial services. The Company will use its best efforts to file an S-8 Registration Statement registering the shares to be issued to the Consultant within 60 days of the date hereof and to maintain its effectiveness for a 12-month period after filing. The shares will be issued in three monthly installments of 25,000 shares, commencing upon the filing of the Form S-8 Registration Statement. 3. LOCK-UP PROVISION. The Consultant agrees that he will not sell the shares any sooner than in three equal installments of 25,000 shares every 30 days, commencing 30 days after the filing of the Form S-8. 4. RELATIONSHIP. Nothing herein shall constitute Consultant as employee or agent of the Company except to such extent as might hereafter be agreed upon for a particular purpose. Except as expressly agreed, Consultants shall not have the authority to obligate or commit the Company in any manner whatsoever. 5. ASSIGNMENT AND TERMINATION. This Agreement shall not be assignable by any party except to successors to all or substantially all of the business of either the Consultant or the Company nor may this Agreement be terminated by either party for any reason whatsoever without the prior written consent of the other party, which consent may not be arbitrarily withheld by the party whose consent is required. Yours truly, Urbana.ca Inc. By: David M. Groves President & CEO Agreed and Accepted By: By: /s/ Lynn Coverdale --------------------------------- Lynn Coverdale EX-99 6 u124350.txt EX. 4.4 EXHIBIT 4.4 ----------- CONSULTING AGREEMENT -------------------- November 26, 2001 Dear Mr. Kimatrai: This will confirm the arrangements, terms and conditions pursuant to which Mr. Kim Kimatrai (hereinafter referred to as "Consultant") will accept shares of common stock of Urbana.ca, Inc. (hereinafter referred to as the "Company") for marketing/sales services rendered. The undersigned hereby agrees to the following terms and conditions: 1. CONSULTING SERVICES. The Consultant will render marketing/sales services and advice pertaining to the Company's business affairs. The Consultant acknowledges and agrees that the marketing/sales services to be provided are not in connection with capital raising transactions. 2. COMPENSATION. In lieu of cash compensation, the Consultant has agreed to accept 50,000 shares of common stock of the Company as payment in full for the marketing/sales services rendered. The Company will use its best efforts to file an S-8 Registration Statement registering the shares to be issued to the Consultant within 60 days of the date hereof and to maintain its effectiveness for a 12-month period after filing. The shares will be issued in three monthly installments of 16,667 shares, commencing upon the filing of the Form S-8 Registration Statement. 3. LOCK-UP PROVISION. The Consultant agrees that he will not sell the shares any sooner than in three equal installments of 16,667 shares every 30 days, commencing 30 days after the filing of the Form S-8. 4. RELATIONSHIP. Nothing herein shall constitute Consultant as employee or agent of the Company except to such extent as might hereafter be agreed upon for a particular purpose. Except as expressly agreed, Consultants shall not have the authority to obligate or commit the Company in any manner whatsoever. 5. ASSIGNMENT AND TERMINATION. This Agreement shall not be assignable by any party except to successors to all or substantially all of the business of either the Consultant or the Company nor may this Agreement be terminated by either party for any reason whatsoever without the prior written consent of the other party, which consent may not be arbitrarily withheld by the party whose consent is required. Yours truly, Urbana.ca Inc. By: David M. Groves President & CEO Agreed and Accepted By: By: /s/ Kim Kimatrai -------------------------------- Kim Kimatrai EX-99 7 u124352.txt EX. 4.5 EXHIBIT 4.5 ----------- CONSULTING AGREEMENT -------------------- November 26, 2001 Dear Mr. Pelletier: This will confirm the arrangements, terms and conditions pursuant to which Mr. Mike Pelletier (hereinafter referred to as "Consultant") will accept shares of common stock of Urbana.ca, Inc. (hereinafter referred to as the "Company") for information technology sales services rendered. The undersigned hereby agrees to the following terms and conditions: 1. CONSULTING SERVICES. The Consultant will render information technology services and advice pertaining to the Company's business affairs. The Consultant acknowledges and agrees that the information technology services to be provided are not in connection with capital raising transactions. 2. COMPENSATION. In lieu of cash compensation, the Consultant has agreed to accept 5,000 shares of common stock of the Company as payment in full for the IT services rendered. The Company will use its best efforts to file an S-8 Registration Statement registering the shares to be issued to the Consultant within 60 days of the date hereof and to maintain its effectiveness for a 12-month period after filing. The shares will be issued in three monthly installments of 1,667 shares, commencing upon the filing of the Form S-8 Registration Statement. 3. LOCK-UP PROVISION. The Consultant agrees that he will not sell the shares any sooner than in three equal installments of 16,667 shares every 30 days, commencing 30 days after the filing of the Form S-8. 4. RELATIONSHIP. Nothing herein shall constitute Consultant as employee or agent of the Company except to such extent as might hereafter be agreed upon for a particular purpose. Except as expressly agreed, Consultants shall not have the authority to obligate or commit the Company in any manner whatsoever. 5. ASSIGNMENT AND TERMINATION. This Agreement shall not be assignable by any party except to successors to all or substantially all of the business of either the Consultant or the Company nor may this Agreement be terminated by either party for any reason whatsoever without the prior written consent of the other party, which consent may not be arbitrarily withheld by the party whose consent is required. Yours truly, Urbana.ca Inc. By: David M. Groves President & CEO Agreed and Accepted By: By: /s/ Mike Pelletier --------------------------------- Mike Pelletier EX-99 8 u124353.txt EX. 4.6 EXHIBIT 4.6 ----------- CONSULTING AGREEMENT -------------------- November 26, 2001 Dear Mr. Harrold: This will confirm the arrangements, terms and conditions pursuant to which Mr. Greg Harrold (hereinafter referred to as "Consultant") will accept shares of common stock of Urbana.ca, Inc. (hereinafter referred to as the "Company") for information technology sales services rendered. The undersigned hereby agrees to the following terms and conditions: 1. CONSULTING SERVICES. The Consultant will render information technology services and advice pertaining to the Company's business affairs. The Consultant acknowledges and agrees that the information technology services to be provided are not in connection with capital raising transactions. 2. COMPENSATION. In lieu of cash compensation, the Consultant has agreed to accept 16,250 shares of common stock of the Company as payment in full for the IT services rendered. The Company will use its best efforts to file an S-8 Registration Statement registering the shares to be issued to the Consultant within 60 days of the date hereof and to maintain its effectiveness for a 12-month period after filing. The shares will be issued in three monthly installments of 5,417 shares, commencing upon the filing of the Form S-8 Registration Statement. 3. LOCK-UP PROVISION. The Consultant agrees that he will not sell the shares any sooner than in three equal installments of 5,417 shares every 30 days, commencing 30 days after the filing of the Form S-8. 4. RELATIONSHIP. Nothing herein shall constitute Consultant as employee or agent of the Company except to such extent as might hereafter be agreed upon for a particular purpose. Except as expressly agreed, Consultants shall not have the authority to obligate or commit the Company in any manner whatsoever. 5. ASSIGNMENT AND TERMINATION. This Agreement shall not be assignable by any party except to successors to all or substantially all of the business of either the Consultant or the Company nor may this Agreement be terminated by either party for any reason whatsoever without the prior written consent of the other party, which consent may not be arbitrarily withheld by the party whose consent is required. Yours truly, Urbana.ca Inc. By: David M. Groves President & CEO Agreed and Accepted By: By: /s/ GREG HARROLD --------------------------------- Greg Harrold EX-99 9 u124356.txt EX. 4.7 EXHIBIT 4.7 ----------- CONSULTING AGREEMENT -------------------- November 26, 2001 Dear Mr. Dean: This will confirm the arrangements, terms and conditions pursuant to which Mr. Ed Dean (hereinafter referred to as "Consultant") will accept shares of common stock of Urbana.ca, Inc. (hereinafter referred to as the "Company") for information technology sales services rendered. The undersigned hereby agrees to the following terms and conditions: 1. CONSULTING SERVICES. The Consultant will render information technology services and advice pertaining to the Company's business affairs. The Consultant acknowledges and agrees that the information technology services to be provided are not in connection with capital raising transactions. 2. COMPENSATION. In lieu of cash compensation, the Consultant has agreed to accept 16,250 shares of common stock of the Company as payment in full for the IT services rendered. The Company will use its best efforts to file an S-8 Registration Statement registering the shares to be issued to the Consultant within 60 days of the date hereof and to maintain its effectiveness for a 12-month period after filing. The shares will be issued in three monthly installments of 5,417 shares, commencing upon the filing of the Form S-8 Registration Statement. 3. LOCK-UP PROVISION. The Consultant agrees that he will not sell the shares any sooner than in three equal installments of 5,417 shares every 30 days, commencing 30 days after the filing of the Form S-8. 4. RELATIONSHIP. Nothing herein shall constitute Consultant as employee or agent of the Company except to such extent as might hereafter be agreed upon for a particular purpose. Except as expressly agreed, Consultants shall not have the authority to obligate or commit the Company in any manner whatsoever. 5. ASSIGNMENT AND TERMINATION. This Agreement shall not be assignable by any party except to successors to all or substantially all of the business of either the Consultant or the Company nor may this Agreement be terminated by either party for any reason whatsoever without the prior written consent of the other party, which consent may not be arbitrarily withheld by the party whose consent is required. Yours truly, Urbana.ca Inc. By: David M. Groves President & CEO Agreed and Accepted By: By: /s/ ED DEAN --------------------------- Ed Dean EX-99 10 u124357.txt EX. 4.8 EXHIBIT 4.8 ----------- CONSULTING AGREEMENT -------------------- November 26, 2001 Dear Mr. Forsyth: This will confirm the arrangements, terms and conditions pursuant to which Mr. Chris Forsyth (hereinafter referred to as "Consultant") will accept shares of common stock of Urbana.ca, Inc. (hereinafter referred to as the "Company") for information technology sales services rendered. The undersigned hereby agrees to the following terms and conditions: 1. CONSULTING SERVICES. The Consultant will render information technology services and advice pertaining to the Company's business affairs. The Consultant acknowledges and agrees that the information technology services to be provided are not in connection with capital raising transactions. 2. COMPENSATION. In lieu of cash compensation, the Consultant has agreed to accept 16,250 shares of common stock of the Company as payment in full for the IT services rendered. The Company will use its best efforts to file an S-8 Registration Statement registering the shares to be issued to the Consultant within 60 days of the date hereof and to maintain its effectiveness for a 12-month period after filing. The shares will be issued in three monthly installments of 5,417 shares, commencing upon the filing of the Form S-8 Registration Statement. 3. LOCK-UP PROVISION. The Consultant agrees that he will not sell the shares any sooner than in three equal installments of 5,417 shares every 30 days, commencing 30 days after the filing of the Form S-8. 4. RELATIONSHIP. Nothing herein shall constitute Consultant as employee or agent of the Company except to such extent as might hereafter be agreed upon for a particular purpose. Except as expressly agreed, Consultants shall not have the authority to obligate or commit the Company in any manner whatsoever. 5. ASSIGNMENT AND TERMINATION. This Agreement shall not be assignable by any party except to successors to all or substantially all of the business of either the Consultant or the Company nor may this Agreement be terminated by either party for any reason whatsoever without the prior written consent of the other party, which consent may not be arbitrarily withheld by the party whose consent is required. Yours truly, Urbana.ca Inc. By: David M. Groves President & CEO Agreed and Accepted By: By: /s/ CHRIS FORSYTH --------------------------------- Chris Forsyth EX-99 11 u124358.txt EX. 4.9 EXHIBIT 4.9 ----------- CONSULTING AGREEMENT -------------------- November 26, 2001 Dear Mr. Rastin: This will confirm the arrangements, terms and conditions pursuant to which Mr. Ken Rastin (hereinafter referred to as "Consultant") will accept shares of common stock of Urbana.ca, Inc. (hereinafter referred to as the "Company") for information technology sales services rendered. The undersigned hereby agrees to the following terms and conditions: 1. CONSULTING SERVICES. The Consultant will render information technology services and advice pertaining to the Company's business affairs. The Consultant acknowledges and agrees that the information technology services to be provided are not in connection with capital raising transactions. 2. COMPENSATION. In lieu of cash compensation, the Consultant has agreed to accept 91,250 shares of common stock of the Company as payment in full for the IT services rendered. The Company will use its best efforts to file an S-8 Registration Statement registering the shares to be issued to the Consultant within 60 days of the date hereof and to maintain its effectiveness for a 12-month period after filing. The shares will be issued in three monthly installments of 30,417 shares, commencing upon the filing of the Form S-8 Registration Statement. 3. LOCK-UP PROVISION. The Consultant agrees that he will not sell the shares any sooner than in three equal installments of 30,417 shares every 30 days, commencing 30 days after the filing of the Form S-8. 4. RELATIONSHIP. Nothing herein shall constitute Consultant as employee or agent of the Company except to such extent as might hereafter be agreed upon for a particular purpose. Except as expressly agreed, Consultants shall not have the authority to obligate or commit the Company in any manner whatsoever. 5. ASSIGNMENT AND TERMINATION. This Agreement shall not be assignable by any party except to successors to all or substantially all of the business of either the Consultant or the Company nor may this Agreement be terminated by either party for any reason whatsoever without the prior written consent of the other party, which consent may not be arbitrarily withheld by the party whose consent is required. Yours truly, Urbana.ca Inc. By: David M. Groves President & CEO Agreed and Accepted By: By: /s/ KEN RASTIN --------------------------------- Ken Rastin EX-99 12 u124359.txt EX. 4.10 EXHIBIT 4.10 ------------ CONSULTING AGREEMENT -------------------- November 26, 2001 Dear Mr. Davis: This will confirm the arrangements, terms and conditions pursuant to which Mr. Darcy Davis (hereinafter referred to as "Consultant") will accept shares of common stock of Urbana.ca, Inc. (hereinafter referred to as the "Company") for graphics and design sales services rendered. The undersigned hereby agrees to the following terms and conditions: 1. CONSULTING SERVICES. The Consultant will render graphics and design services and advice pertaining to the Company's business affairs. The Consultant acknowledges and agrees that the information technology services to be provided are not in connection with capital raising transactions. 2. COMPENSATION. In lieu of cash compensation, the Consultant has agreed to accept 25,000 shares of common stock of the Company as payment in full for the graphics and design services rendered. The Company will use its best efforts to file an S-8 Registration Statement registering the shares to be issued to the Consultant within 60 days of the date hereof and to maintain its effectiveness for a 12-month period after filing. The shares will be issued in three monthly installments of 8,333 shares, commencing upon the filing of the Form S-8 Registration Statement. 3. LOCK-UP PROVISION. The Consultant agrees that he will not sell the shares any sooner than in three equal installments of 8,333 shares every 30 days, commencing 30 days after the filing of the Form S-8. 4. RELATIONSHIP. Nothing herein shall constitute Consultant as employee or agent of the Company except to such extent as might hereafter be agreed upon for a particular purpose. Except as expressly agreed, Consultants shall not have the authority to obligate or commit the Company in any manner whatsoever. 5. ASSIGNMENT AND TERMINATION. This Agreement shall not be assignable by any party except to successors to all or substantially all of the business of either the Consultant or the Company nor may this Agreement be terminated by either party for any reason whatsoever without the prior written consent of the other party, which consent may not be arbitrarily withheld by the party whose consent is required. Yours truly, Urbana.ca Inc. By: David M. Groves President & CEO Agreed and Accepted By: By: /s/ DARCY DAVIS --------------------------------- Darcy Davis EX-99 13 u124360.txt EX. 4.11 EXHIBIT 4.11 ------------ CONSULTING AGREEMENT -------------------- November 26, 2001 Dear Mr. Parrest: This will confirm the arrangements, terms and conditions pursuant to which Mr. Martin Parrest (hereinafter referred to as "Consultant") will accept shares of common stock of Urbana.ca, Inc. (hereinafter referred to as the "Company") for information technology services rendered. The undersigned hereby agrees to the following terms and conditions: 1. CONSULTING SERVICES. The Consultant will render information technology services and advice pertaining to the Company's business affairs. The Consultant acknowledges and agrees that the information technology services to be provided are not in connection with capital raising transactions. 2. COMPENSATION. In lieu of cash compensation, the Consultant has agreed to accept 100,000 shares of common stock of the Company as payment in full for the information technology services rendered. The Company will use its best efforts to file an S-8 Registration Statement registering the shares to be issued to the Consultant within 60 days of the date hereof and to maintain its effectiveness for a 12-month period after filing. The shares will be issued in three monthly installments of 33,333 shares, commencing upon the filing of the Form S-8 Registration Statement. 3. LOCK-UP PROVISION. The Consultant agrees that he will not sell the shares any sooner than in three equal installments of 33,333 shares every 30 days, commencing 30 days after the filing of the Form S-8. 4. RELATIONSHIP. Nothing herein shall constitute Consultant as employee or agent of the Company except to such extent as might hereafter be agreed upon for a particular purpose. Except as expressly agreed, Consultants shall not have the authority to obligate or commit the Company in any manner whatsoever. 5. ASSIGNMENT AND TERMINATION. This Agreement shall not be assignable by any party except to successors to all or substantially all of the business of either the Consultant or the Company nor may this Agreement be terminated by either party for any reason whatsoever without the prior written consent of the other party, which consent may not be arbitrarily withheld by the party whose consent is required. Yours truly, Urbana.ca Inc. By: David M. Groves President & CEO Agreed and Accepted By: By: /s/ MARTIN PARREST --------------------------------------- Martin Parrest EX-5 14 exhibitfiveone.txt EX. 5.1 EXHIBIT 5.1 ----------- January 22, 2002 Urbana.ca, Inc. 750 West Pender Street, Suite 804 Vancouver, British Columbia V6C 2T8 RE: URBANA.CA, INC. (THE "CORPORATION") REGISTRATION STATEMENT ON FORM S-8 (THE "REGISTRATION STATEMENT") Gentlemen: We have acted as special counsel to the Corporation in connection with the preparation of the Registration Statement on Form S-8 filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the "1933 ACT"), relating to the proposed public offering of up to 1,163,660 shares of the Corporation's common stock, par value $0.01 per share (the "COMMON STOCK"). We are furnishing this opinion to you in accordance with Item 601(b)(5) of Regulation S-B promulgated under the 1933 Act for filing as Exhibit 5.1 to the Registration Statement. We are familiar with the Registration Statement, and we have examined the Corporation's Articles of Incorporation, as amended to date, the Corporation's Bylaws, as amended to date, and minutes and resolutions of the Corporation's Board of Directors and shareholders. We have also examined such other documents, certificates, instruments and corporate records, and such statutes, decisions and questions of law as we have deemed necessary or appropriate for the purpose of this opinion. Based upon the foregoing, we are of the opinion that the shares of Common Stock to be issued to the consultants and advisors named in the Form S-8, when issued in accordance with the Form S-8, will be validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement and to the use of our name in the Prospectus constituting a part thereof. Very truly yours, /s/ KIRKPATRICK & LOCKHART LLP - ------------------------------ KIRKPATRICK & LOCKHART LLP EX-23 15 ex23two.txt EX. 23.2 EXHIBIT 23.2 ------------ LaBonte & Co. Chartered Accountants 1095 West Pender Street, Suite 1205 Vancouver, British Columbia V6E 2M6 (604) 682-2778 January 22, 2002 U.S. Securities and Exchange Commission Division of Corporation Finance 450 Fifth Street, N.W. Washington, D.C. 20549 RE: URBANA.CA, INC. - FORM S-8 Dear Sir/Madame: As chartered accountants, we hereby consent to the inclusion or incorporation by reference in this Form S-8 Registration Statement dated January 14, 2002, of the following: o Our report to the Stockholders and Directors dated March 7, 2001 for the fiscal years ended December 31, 2000 and 1999. In addition, we consent to all references to our firm included in this Registration Statement. Sincerely, "LABONTE & Co." LaBonte & Co. -----END PRIVACY-ENHANCED MESSAGE-----