EXHIBIT 10.29
                                  -------------


                          CONSULTING SERVICES AGREEMENT

      THIS CONSULTING  SERVICES  AGREEMENT (the  "AGREEMENT")  entered into this
24th day of July,  2001,  (hereinafter  the  "EFFECTIVE  DATE"),  by and between
URBANA.CA  INC.,  a Nevada  corporation  with its  principal  office at 750 West
Pender Street,  Suite 804,  Vancouver,  BC Canada V6C-2T8 (the  "COMPANY"),  and
YORKVILLE ADVISORS MANAGEMENT,  LLC, a Delaware limited liability company,  with
its principal  office at 521 Fifth Avenue,  17th Floor,  New York, NY 10175 (the
"CONSULTANT").

      Company  desires to retain the services of  Consultant  as an  independent
contractor to provide certain consulting and advisory services designated below,
and  Consultant  desires to accept such  engagement by Company,  pursuant to the
terms and conditions of this Agreement.

      In consideration of the representations,  warranties, mutual covenants and
agreements set forth herein, the parties agree as follows:



      1.    SCOPE OF SERVICES
            -----------------



            a.    DUTIES AND  PERFORMANCE.  From time to time during the term of
this Agreement,  Consultant shall provide such advisory services relating to the
Company's  financial status and capital structure (the "SERVICES") to Company as
Consultant and Company shall agree. In connection with the Services,  Consultant
may develop and  communicate  to Company  certain  business  opportunities  with
entities  known  to  Consultant;  the  Services  may  include  various  types of
arrangements, including direct investment into Company.

            b.    INDEPENDENT   CONTRACTOR   STATUS.   The  parties  agree  that
Consultant is an independent contractor performing Services hereunder and not an
employee of Company.  Consultant  may use  contractors or other third parties of
Consultant's  choice to assist  Consultant in rendering  such  Services.  Unless
otherwise  agreed by Company in writing,  Consultant  shall be  responsible  for
payment of all  compensation  or expenses  payable or reimbursable to such third
parties.  Nothing herein or in the performance hereof shall imply either a joint
venture or  principal  and agent  relationship  between the  parties,  nor shall
either such relationship be deemed to have arisen under this Agreement.



<PAGE>

      2.    COMPENSATION AND EXPENSES
            -------------------------

            a.    FINDER'S FEE; NOT A BROKER. In the event of financing pursuant
to the  Equity  Line of  Credit  Agreement  dated as of the date  hereof  by and
between the Company and Cornell  Capital  Partners,  L.P.  (the  "EQUITY LINE OF
CREDIT  AGREEMENT"),  the Company shall pay to the Consultant cash  compensation
equal to ten percent (10%) of the gross  proceeds of any Advance under the terms
of the Equity Line of Credit Agreement to be paid directly out of escrow.

            b.    AUDIT OF BOOKS AND RECORDS.  Company shall  maintain all books
and records  necessary to account for all transactions  involving fees which may
be payable  hereunder.  Consultant and  Consultant's  professional  advisors may
audit,  review or examine  such books and  records at any time  during  business
hours upon  twenty-  four (24) hours'  prior  notice but not more than once each
calendar  quarter.  If as a result of such review,  Consultant  determines  that
Company received funds for which Consultant was not properly  compensated,  then
Company (i) shall be responsible for fully  reimbursing  Consultant for the cost
of such review, audit or examination and (ii) shall pay any amount determined to
be payable to Consultant within three (3) days of receipt of written notice from
Consultant  plus  interest at the rate of ten  percent  (10%) per annum from the
date on which payment should have been made to Consultant.

            c.    EXPENSE  REIMBURSEMENT.  While  this  Agreement  is in effect,
Company shall pay for or reimburse  Consultant  for all  reasonable and itemized
business expenses incurred by Consultant  directly related to the services to be
performed by Consultant under this Agreement. Consultant shall keep accurate and
detailed records of such expenses and submit expense reports along with relevant
documentation  in accordance with the expense  reimbursement  policy of Company.
Company  shall pay or  reimburse  Consultant  for all  reasonable  out-of-pocket
expenses  actually  incurred or paid by  Consultant  in the course of performing
services as required hereunder;  PROVIDED, that any individual expense in excess
of five hundred dollars ($500.00) must be approved in advance by Company.

            d.    NON-CIRCUMVENTION.   Company   represents  and  warrants  that
Company  shall take no action which shall result in Company and any  third-party
introduced to Company,  directly or  indirectly,  by Consultant  consummating  a
relationship  or  transaction  with  Company  without  the   participation   and
compensation  of  Consultant.   In  the  event  Company   consummates  any  such
transaction,  Company  shall pay  Consultant  the fees set forth in Section 2(a)
hereof at the time of closing such  transaction  or  transactions.  In the event
Consultant  brings an action or seeks counsel to enforce the  provisions of this
Section 2(c), Company shall be responsible for all fees and expenses incurred by
Consultant  including  fees and  expenses  of any  appeal or  collection  of any
judgment.



                                       2
<PAGE>

            e.    REGISTRATION  RIGHTS.  Subject to the terms and  conditions of
this  Agreement,  Company shall notify the holder of Registrable  Securities (as
defined  below) in  writing  at least ten (10) days  prior to the  filing of any
registration  statement  under the 1933 Act for purposes of a public offering of
securities of Company (including,  but not limited to,  registration  statements
relating to secondary  offerings of  securities  of Company,  but  excluding any
registration  statement relating to any employee benefit plan or with respect to
any corporate  reorganization  or other  transaction  under Rule 145 of the 1933
Act) and will  afford  each  such  holder  an  opportunity  to  include  in such
registration  statement all or part of such Registrable  Securities held by such
holder.  Each holder of Registrable  Securities  desiring to include in any such
registration  statement,  all of part of the  Registrable  Securities held by it
shall,  within ten (10) days after the  above-described  notice from Company, so
notify  Company in writing.  Such  notice  shall  state the  intended  method of
disposition  of the  Registrable  Securities  held by such  holder.  If a holder
decides not to include all of its  Registrable  Securities  in the  registration
statement thereafter filed by Company,  such holder shall nevertheless  continue
to have the  right to  include  any  Registrable  Securities  in any  subsequent
registration  statement or  registration  statements  as may be filed by Company
with respect to offerings of its  securities,  all upon the terms and conditions
set forth  herein.  "REGISTRABLE  SECURITIES"  means the shares of  Consultant's
Common Stock issuable to the Consultant pursuant to this Agreement.

      3.    INDEMNIFICATION
            ---------------

      Exhibit  A  attached  hereto  and  made  a  part  hereof  sets  forth  the
understanding of the parties with respect to the indemnification and exculpation
of Consultant.  The  provisions of Exhibit A shall  survive,  and remain in full
force and effect after, the termination of this Agreement until fully performed.


      4.    TERM AND TERMINATION
            --------------------

      The initial term of this Agreement shall be for a period commencing on the
Effective Date hereof and ending on the two (2) year  anniversary of the date of
this Agreement;  thereafter, unless previously terminated, and neither party has
given notice of termination,  this Agreement shall be automatically  renewed for
successive  year periods of one (1) year each.  Either party may terminate  this
Agreement  without cause or without the necessity of specifying  cause by giving
written notice of termination to the other party. This Agreement shall terminate
upon its  expiration  or upon  receipt  of this  notice  of  termination  by the
non-terminating party. Upon termination or expiration of this Agreement, Company
shall pay to Consultant all amounts due through the date of  termination  within
thirty  (30)  days  of  said  date.  Notwithstanding  the  termination  of  this
Agreement,  Sections  2, 3 and 5 shall  continue  in force and  effect and shall
survive any such termination.  In addition,  notwithstanding  any termination of
this Agreement, Consultant shall be entitled to the amounts set forth in Section
2(a) with respect to any funds  received by Company  pursuant to the Equity Line
of Credit Agreement.


                                       3
<PAGE>

      5.    MISCELLANEOUS
            -------------

            a.    NOTICE. All notices and other  communications  hereunder shall
be in writing and delivered by Federal Express or any other generally recognized
overnight delivery service,  or by hand, to the appropriate party at the address
stated in the  initial  paragraph  of this  Agreement  for such party or to such
other address as a party  indicates in a notice to the other party  delivered in
accordance with this Section.

            b.    SEVERABILITY.  Should one or more provisions of this Agreement
be held unenforceable, for whatever cause, the validity of the remainder of this
Agreement shall remain unaffected.  The parties shall, in such event, attempt in
good faith to agree on new  provisions  which best  correspond  to the object of
this Agreement.

            c.    ENTIRE AGREEMENT. The parties have entered into this Agreement
after  negotiations  and  discussions,  an  examination  of  its  text,  and  an
opportunity  to  consult   counsel.   This  Agreement   constitutes  the  entire
understanding  between the parties  regarding to specific subject matter covered
herein. This Agreement supersedes any and all prior written or oral contracts or
understandings  between the parties  hereto and neither  party shall be bound by
any  statements  or  representations  made by either  party not embodied in this
Agreement.  No provisions herein contained shall be waived, modified or altered,
except by an instrument in writing, duly executed by the parties hereto.

            d.    GOVERNING  LAW.  This  Agreement  shall  be  governed  by  and
construed in accordance  with the laws of the State of New York,  without giving
effect to any choice of law of conflict of law  provision  or rule  whether such
provision  or rule is that of New York or any  other  jurisdiction.  Each  party
irrevocably  consents to the exclusive  personal  jurisdiction of New York State
courts situated in the county in which Consultant is located in New York, or the
United  States  District  Court,  or  the  Southern  District  of New  York,  in
connection  with any action,  suit or  proceeding  relating to or arising out of
this Agreement or any of the transactions or relationships  contemplated hereby.
Each party, to the maximum extent  permitted by law, hereby waives any objection
that  such  party may now have or  hereafter  have to the  jurisdiction  of such
courts on the basis of inconvenient forum or otherwise.  Each party waives trial
by jury in any proceeding that may arise with respect to this Agreement.

            e.    NO IMPLIED  WAIVERS.  No delay or omission by either  party to
exercise its rights and remedies in connection with the breach or default of the
other shall operate as or be construed as a waiver of such rights or remedies as
to any subsequent breach.

            f.    COUNTERPARTS.  This Agreement may be executed in any number of
counterparts,  but all  counterparts  hereof shall  together  constitute but one
agreement.  In proving this  Agreement,  it shall not be necessary to produce or
account for more than one counterpart signed by both of the parties.

            g.    BINDING NATURE. This Agreement shall be binding upon and shall
inure to the benefit of the successors and assigns of the respective  parties to
this Agreement.


                                       4
<PAGE>

            h.    CAPACITY.  Company  represents to Consultant  that each person
signing this  Agreement on its behalf has the full right and authority to do so,
and to perform its obligations under this Agreement.

            i.    ATTORNEYS'  FEES.  In the  event  of any  litigation  or other
proceeding  arising out of or in connection with this Agreement,  the prevailing
party or parties shall be entitled to recover its or their reasonable attorneys'
fees and court costs from the other party or parties.

            j.    CAPTIONS.   The  captions  appearing  in  this  Agreement  are
inserted only as a matter of convenience and for reference and in no way define,
limit  or  describe  the  scope  and  intent  of  this  Agreement  or any of the
provisions hereof.

      IN WITNESS  WHEREOF,  the parties  hereto have caused this Agreement to be
duly executed as of the Effective Date.


YORKVILLE ADVISORS                          URBANA.CA INC.
MANAGEMENT, LLC

By:                                         By:
   ---------------------------------           -------------------------------
Name: Mark A. Angelo                        Name: David M. Groves
Title: President                            Title: President/Chief Executive
                                            Officer



                                       5

<PAGE>

                                    EXHIBIT A

      The Company  will  indemnify  and hold  harmless  the  Consultant  and its
affiliates  and  their  respective  directors,  members,  officers,  agents  and
employees  and  each  other  person  controlling  the  Consultant  or any of its
affiliates  for any  losses  related  to or  arising  out of (A) oral or written
information  provided  by  the  Company  to  the  Consultant,  the  Consultant's
employees  or other  agents or (B) any other  action  or  failure  to act by the
Consultant,  its members,  officers, agents or employees or by the Consultant or
any other  indemnified  party at the  Company's  request  or with the  Company's
consent,  or  otherwise  related to or arising  out of the  consulting  services
provided  or  to be  provided  by  the  Consultant  under  this  Agreement  (the
"ENGAGEMENT") or any transaction or conduct in connection therewith, except that
this  clause  (shall not apply  with  respect  to any  losses  that are  finally
judicially  determined  to have  resulted  from the gross  negligence or willful
misconduct of such indemnified party.

      If the foregoing indemnity is unavailable to any indemnified party for any
reason,  the Company will  contribute to any losses related to or arising out of
the Engagement or any transaction or conduct in connection therewith as follows.
With respect to such losses referred to in the preceding paragraph,  each of the
Company and the Consultant shall contribute in such proportion as is appropriate
to reflect the relative benefits received (or anticipated to be received) by the
Consultant on the one hand, and by the Company and its security holders,  on the
other hand, from the actual or proposed  transaction  arising in connection with
the Engagement.  With respect to any other losses, and for losses referred to in
the preceding paragraph if the allocation provided by the immediately  preceding
sentence is unavailable  for any reason,  each of the Company and the Consultant
shall  contribute in such  proportion as is  appropriate to reflect not only the
relative  benefits as set forth above,  but also the relative  fault of each the
Company and the  Consultant in connection  with the actions,  omissions or other
conduct that resulted in such losses,  as well as any other  relevant  equitable
considerations. Benefits received (or anticipated to be received) by the Company
and its  security  holders  shall be  deemed to be equal to the  aggregate  cash
consideration and value of securities or any other property  payable,  issuable,
exchangeable or transferable in such  transaction or proposed  transaction,  and
benefits  received  by  the  Consultant  shall  be  deemed  to be  equal  to the
compensation  paid by the  Company  to the  Consultant  in  connection  with the
Engagement  (exclusive  of amounts  paid for  reimbursement  of expenses or paid
under this Agreement). Relative fault shall be determined by reference to, among
other  things,  whether any alleged  untrue  statement  of omission or any other
alleged conduct relates to information  provided by the Company or other conduct
by the Company (or the Company's employees or other agents), on the one hand, or
by the  Consultant,  on the other hand.  The parties  agree that it would not be
just and equitable if contribution  were determined by pro rata allocation or by
any other  method of  allocation  that does not take  account  of the  equitable
considerations  referred  to above.  Notwithstanding  anything  to the  contrary
above, in no event shall the Consultant be responsible for any amounts in excess
of the amount of the compensation actually paid by the Company to the Consultant
in connection with the Engagement  (exclusive of amounts paid for  reimbursement
of expenses or paid under this Agreement).



                                       A-1

<PAGE>


      The Company agrees that it will not,  without prior written consent of the
Consultant,  settle any pending or threatened claim or proceeding  related to or
arising out of the  Engagement or any actual or proposed  transactions  or other
conduct  in  connection   therewith  (whether  or  not  the  Consultant  or  any
indemnified party is a party to such claim or proceeding) unless such settlement
includes a provision  unconditionally  releasing the  Consultant  and each other
indemnified  party from,  and holding all such  persons  harmless  against,  all
liability in respect of claims by any releasing  party related to or arising out
of the Engagement or any  transactions or conduct in connection  therewith.  The
Company will also promptly  reimburse  each  indemnified  party for all expenses
(including  counsel fees and expenses) as they are incurred by such  indemnified
party in connection with investigating,  preparing for, defending,  or providing
evidence in, any pending or threatened claim or proceeding related to or arising
out of the engagement or any actual or proposed  transaction or other conduct in
connection  therewith  or  otherwise  in  respect  of which  indemnification  or
contribution may be sought hereunder (whether or not the Consultant or any other
indemnified  party is a party to such claim or  proceeding) or in enforcing this
Agreement.

      The  Company  further  agrees  that  the  Consultant  shall  not  have any
liability (whether direct or indirect,  in contract or tort or otherwise) to the
Company or any of the Company's affiliates, creditors or security holders for or
in  connection  with the  Engagement or any actual or proposed  transactions  or
other conduct in connection  therewith except for losses incurred by the Company
that  are  finally  judicially  determined  to  have  resulted  from  the  gross
negligence or willful misconduct of the Consultant.

      The  provisions  set forth above shall remain in full force and effect and
shall survive the completion or termination of the Engagement.





                                       A-2