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