EXHIBIT 4.1
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                              CONSULTING AGREEMENT
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                                                              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
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         Brian Faulkner