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