CERTIFICATE OF DESIGNATIONS

                                       OF

                                 URBANA.CA, INC.

                   ESTABLISHING THE DESIGNATIONS, PREFERENCES,

                     LIMITATIONS AND RELATIVE RIGHTS OF ITS

                      SERIES A CONVERTIBLE PREFERRED STOCK


     Pursuant  to  Section  78.1955  of  the  Nevada  General  Corporation  Law,
Urbana.CA,  Inc., a corporation  organized and existing under the Nevada General
Corporation Law (the "Company"),

     DOES HEREBY CERTIFY that pursuant to the authority conferred upon the Board
of Directors by the Certificate of  Incorporation,  as amended,  of the Company,
and pursuant to Section 78.1955 of the Nevada General Corporation Law, the Board
of  Directors,  by  unanimous  written  consent  of all  members of the Board of
Directors on April 3, 2002, duly adopted a resolution providing for the issuance
of a series of 1,000,000 shares of Series A Convertible  Preferred Stock,  which
resolution is and reads as follows:

     RESOLVED,  that pursuant to the authority expressly granted to and invested
     in the  Board of  Directors  of  Urbana.CA,  Inc.  (the  "Company")  by the
     provisions of the Certificate of Incorporation of the Company,  as amended,
     a series of the preferred  stock, par value $.001 per share, of the Company
     be, and it hereby is, established; and

     FURTHER RESOLVED, that the series of preferred stock of the Company be, and
     it hereby is,  given the  distinctive  designation  of "Series A  Preferred
     Stock"; and

     FURTHER  RESOLVED,  that the  Series A  Preferred  Stock  shall  consist of
     1,000,000 shares; and

     FURTHER  RESOLVED,  that the Series A Preferred Stock shall have the powers
     and  preferences,  and the  relative,  participating,  optional  and  other
     rights, and the qualifications,  limitations,  and restrictions thereon set
     forth below:

<PAGE>

         Section 1. DESIGNATION OF SERIES; RANK. The shares of such series shall
be designated as the "Series A Preferred Stock" (the "Preferred  Stock") and the
number of shares  initially  constituting  such series shall be up to 1,000,000.
The Preferred Stock, with respect to distributions upon liquidation, dissolution
or winding up, ranks (i) junior to any series of preferred  stock of the Company
the terms of which  specifically  provide  that such series  ranks senior to the
Preferred Stock (the "Senior  Stock"),  (ii) PARI PASSU with any other series of
preferred stock of the Company the terms of which specifically provide that such
series ranks PARI PASSU with the Redeemable Preferred Stock (the "Parity Stock")
and (iii) senior to the common stock,  par value $.001 per share, of the Company
("Common  Stock")  and  any  series  of  preferred  stock  the  terms  of  which
specifically  provide  that such  series  ranks  junior and  subordinate  to the
Redeemable  Preferred  Stock  (the  "Junior  Stock").  So long as any  shares of
Preferred Stock remain outstanding,  the Company's  Certificate of Incorporation
shall specify that any other class or series of stock issued,  other than Common
Stock, is either Senior Stock, Parity Stock or Junior Stock. The Preferred Stock
shall be subject to the creation of Senior Stock, Parity Stock and Junior Stock;

         Section 2.  DIVIDENDS  The  holders  of  Preferred  Stock  shall not be
entitled to receive dividends paid on the Common Stock.

         Section 3.    LIQUIDATION PREFERENCE

         3.1  DISTRIBUTION  AMOUNT.  In the event of a voluntary or  involuntary
liquidation,  dissolution or winding up of the Company, the holders of shares of
the  Preferred  Stock are  entitled  to receive out of the assets of the Company
available for distribution to shareholders, before any distribution of assets is
made to  holders  of  Common  Stock or any  other  stock  ranking  junior to the
Redeemable Preferred Stock as to liquidation,  a liquidating  distribution as to
each share in an amount equal to $.50.  The holders of  Preferred  Stock and any
Parity Stock  hereafter  issued that rank on a parity as to  liquidation  rights
with the Preferred  Stock will be entitled to share ratably,  in accordance with
the respective  preferential  amounts  payable on such stock, in any liquidating
distribution  that is not sufficient to pay in full the aggregate of the amounts
payable thereon.  Neither a consolidation,  merger or other business combination
of the Company  with or into  another  corporation  or other  entity nor a sale,
lease, or exchange or transfer of all or part of the Company's  assets for cash,
securities or other  property will be considered a  liquidation,  dissolution or
winding up of the Company.

         3.2 NON-CASH DISTRIBUTIONS.  If any of the assets of the Company are to
be  distributed  other  than in cash  under  this  Section  3, then the Board of
Directors of the Company shall promptly engage independent  competent appraisers
to determine the value of the assets to be  distributed to the holders of shares
of the Preferred  Stock.  The Company  shall,  upon receipt of such  appraiser's
valuation,  give prompt  written  notice to each  holder of shares of  Preferred
Stock of the appraiser's valuation.
<PAGE>

         Section 4.    VOTING.

         4.1 VOTING  RIGHTS.  The holders of the  Preferred  Stock will have the
voting  rights as described in this Section 4 or as required by law. For so long
as any shares of the Preferred Stock remain issued and outstanding,  the holders
thereof,  voting  separately  as a class,  shall  have the  right to vote on all
shareholder matters equal to 66 2/3% of the total vote.

         4.2  AMENDMENTS TO ARTICLES AND BYLAWS.  So long as Preferred  Stock is
outstanding,  the Company shall not, without the affirmative vote of the holders
of at least  66-2/3%  of all  outstanding  shares  of  Preferred  Stock,  voting
separately  as a  class  (i)  amend,  alter  or  repeal  any  provision  of  the
certificate  of  incorporation  or the bylaws of the Company so as to  adversely
affect the  designations,  preferences,  limitations  and relative rights of the
Preferred Stock or (ii) effect any reclassification of the Preferred Stock.

         4.3  AMENDMENT OF RIGHTS OF  PREFERRED  STOCK.  The Company  shall not,
without  the  affirmative  vote  of  the  holders  of at  least  66-2/3%  of all
outstanding  shares of Preferred Stock,  amend, alter or repeal any provision of
this Statement of Designations,  PROVIDED, HOWEVER, that the Company may, by any
means  authorized  by law and  without  any vote of the  holders  of  shares  of
Preferred Stock, make technical,  corrective,  administrative or similar changes
in this Statement of Designations that do not, individually or in the aggregate,
adversely affect the rights or preferences of the holders of shares of Preferred
Stock.

         Section 5.    CONVERSION RIGHTS.

         5.1 OPTIONAL  CONVERSION.  Shares of Preferred Stock are convertible at
the option of the holder(s)  into that number of shares of Company  Common Stock
which result in the holder receiving 51% of the issued and outstanding shares of
Company  Common Stock  following the  conversion.  The  Preferred  Stock must be
converted in whole.

         5.2 TRANSFER COSTS. The Company shall pay any and all documentary stamp
and other transaction  taxes  attributable to the issuance or delivery of shares
of Common  Stock upon  conversion  of any shares of Preferred  Stock;  PROVIDED,
HOWEVER,  that the  Company  shall  not be  required  to pay any tax that may be
payable in respect of any  transfer  involved in the issue or delivery of shares
of Common Stock in a name other than that of the holder of the  Preferred  Stock
to be converted and no such issue or delivery shall be made unless and until the
person  requesting  such issue or delivery had paid to the Company the amount of
any such tax or has established,  to the satisfaction of the Company,  that such
tax has been paid.

         5.3 COMMON  RESERVED.  The Company shall reserve and keep available out
of its authorized  but unissued  shares of Common Stock such number of shares of
Common Stock as shall from time to time be  sufficient  to effect  conversion of
the shares of Preferred Stock.

         5.4  STATUS OF SHARES.  All  shares of Common  Stock that may be issued
upon  conversion  of the shares of Preferred  Stock will,  upon  issuance by the
Company,  be  validly  issued,  fully paid and  nonassessable  and free from all
taxes,  liens and charges  with  respect to the  issuance  thereof and free from
preemptive rights.
<PAGE>

         Section  6.  NOTICES.  Any  notice  required  hereby to be given to the
holders of shares of  Preferred  Stock shall be deemed given if deposited in the
United States mail,  postage prepaid,  and addressed to each holder of record at
his address appearing on the books of the Company.

         IN WITNESS  WHEREOF,  the Company has caused this  statement to be duly
executed by its President this 4th day of April, 2002.

                                           URBANA.CA, INC.


                                       By: /s/ David Groves
                                          ------------------------------
                                           David Groves, President