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