EXHIBIT 10.30


                                ESCROW AGREEMENT

         THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of
July 24, 2001, by URBANA.CA INC., a Nevada Corporation (the "Company");  CORNELL
CAPITAL  PARTNERS,  LP, (the  "Investor");  BUTLER GONZALEZ LLP (the "Investor's
Counsel");  and FIRST UNION NATIONAL BANK, a national  banking  association,  as
Escrow Agent hereunder (the "Escrow Agent").


                                   BACKGROUND
                                   ----------

         WHEREAS,  the Company  through the  Investor has entered into an Equity
Line of Credit Agreement (the "Equity Line of Credit Agreement") dated as of the
date hereof, pursuant to which the Company proposes to sell the Company's Common
Stock,  $0.001 par value per share (the  "Common  Stock"),  at a price per share
equal to the  Purchase  Price,  as that term is defined  in the  Equity  Line of
Credit Agreement, for an aggregate price of up to $5,000,000. The Equity Line of
Credit Agreement,  provides that on each Advance Date the Investor, as that term
is defined in the Equity  Line of Credit  Agreement,  shall  deposit the Advance
pursuant  to the Advance  Notice in a  segregated  escrow  account to be held by
Escrow Agent and the Company shall deposit shares of the Company's Common Stock,
which  shall be  purchased  by the  Investor  as set forth in the Equity Line of
Credit  Agreement,  with  the  Investor's  Counsel,  in order  to  effectuate  a
disbursement  to  the  Company  of  the  Advance  by  the  Escrow  Agent  and  a
disbursement  to the  Investor of the shares of the  Company's  Common  Stock by
Investor's  Counsel at a closing  to be held as set forth in the Equity  Line of
Credit Agreement (the "Closing").

         WHEREAS,  Escrow  Agent has agreed to accept,  hold,  and  disburse the
funds deposited with it in accordance with the terms of this Agreement.

         WHEREAS,  Investor's  Counsel has agreed to accept,  hold, and disburse
the shares of the Company's  Common Stock which have been  deposited  with it in
accordance with the terms of this Agreement.

         WHEREAS, in order to establish the escrow of funds and shares to effect
the provisions of the Equity Line of Credit  Agreement,  the parties hereto have
entered into this Agreement.

         NOW THEREFORE,  in consideration of the foregoing,  it is hereby agreed
as follows:

1. DEFINITIONS.  The following terms shall have the following meanings when used
herein:

         a.  "Escrow  Funds"  shall mean the Advance  funds  deposited  with the
Escrow Agent pursuant to this Agreement.



<PAGE>

        b. "JOINT  WRITTEN DIRECTION" shall mean a written direction executed by
the Investor and the Company directing Escrow Agent to disburse all or a portion
of the Escrow  Funds or to take or refrain  from  taking any action  pursuant to
this Agreement.

        c. "COMMON STOCK JOINT WRITTEN DIRECTION" shall mean a written direction
executed  by the  Investor  and the  Company  directing  Investor's  Counsel  to
disburse  all or a portion of the  shares of the  Company's  Common  Stock or to
refrain from taking any action pursuant to this Agreement.

2. APPOINTMENT OF AND ACCEPTANCE BY ESCROW AGENT AND INVESTOR'S COUNSEL.

        a. The Investor and the Company  hereby appoint Escrow Agent to serve as
Escrow Agent  hereunder.  Escrow Agent hereby accepts such appointment and, upon
receipt by wire transfer of the Escrow Funds in accordance with Section 3 below,
agrees to hold,  invest and disburse the Escrow  Funds in  accordance  with this
Agreement.

        b. The Investor and the Company  hereby  appoint  Investor's  Counsel to
serve as the holder of the shares of the  Company's  Common Stock which shall be
purchased by the Investor.  Investor's  Counsel hereby accepts such  appointment
and, upon receipt via D.W.A.C or the certificates  representing of the shares of
the Company's  Common Stock in accordance  with Section 3 below,  agrees to hold
and disburse the shares of the Company's  Common Stock in  accordance  with this
Agreement.

3. Creation of Escrow Account/Common Stock Account.
   -----------------------------------------------

        a. On or prior to the date of this  Agreement  the  Escrow  Agent  shall
establish  an escrow  account  for the deposit of the Escrow  Funds  entitled as
follows:  Urbana.ca  Inc./Cornell  Capital  Partners L.P. The Investor will wire
funds to the account of the Escrow Agent as follows:

--------------------------------------------------------------------------------
Bank:                         First Union National Bank of New Jersey
--------------------------------------------------------------------------------
Routing #:                    031201467
--------------------------------------------------------------------------------
Account #:                    2020000659170
--------------------------------------------------------------------------------
Name on Account:              Butler Gonzalez LLP/First Union as Escrow Agent
--------------------------------------------------------------------------------
Name on Sub-Account:          Urbana.ca Inc./Cornell Capital Partners, L.P.
                              Escrow account
--------------------------------------------------------------------------------
Reference Sub-Account #:      1517-01
--------------------------------------------------------------------------------
Attn:                         Robert Mercado (732) 452-3005
--------------------------------------------------------------------------------
                              Carmela Agugliaro (732) 452-3005
--------------------------------------------------------------------------------
Note:                         Only wire transfers shall be accepted.
--------------------------------------------------------------------------------

                                       2
<PAGE>

        b. On or prior to the date of this  Agreement  Investor's  Counsel shall
establish an account for the D.W.A.C.  of the shares of Common Stock entitled as
follows: Urbana.ca Inc. The Company will D.W.A.C. shares of the Company's Common
Stock to the account of Investor's Counsel as follows:

--------------------------------------------------------------------------------
Brokerage Firm:              Investec Ernst & Co.
--------------------------------------------------------------------------------
Account #:                   400-07595
--------------------------------------------------------------------------------
DTC #:                       0233
--------------------------------------------------------------------------------
Name on Account:             Butler Gonzalez LLP
--------------------------------------------------------------------------------

4. DEPOSITS INTO THE ESCROW ACCOUNT.  The Investor agrees that it shall promptly
deliver all monies for the payment of the Common  Stock to the Escrow  Agent for
deposit in the Escrow Account.

5. DISBURSEMENTS FROM THE ESCROW ACCOUNT.

        a. At such time as Escrow Agent has collected and deposited  instruments
of payment in the total amount of the Advance and the  Investor's  Counsel,  has
received  such Common Stock via D.W.A.C from the Company  which are to be issued
to the  Investor  pursuant  to the Equity Line of Credit  Agreement,  Investor's
Counsel  shall  notify the  Company  and the  Investor.  The  Escrow  Agent will
continue to hold such funds until the Investor and Company execute and deliver a
Joint Written Direction  directing the Escrow Agent to disburse the Escrow Funds
pursuant to Joint  Written  Direction  at which time the Escrow Agent shall wire
the Escrow  Funds to the  Company.  In  disbursing  such funds,  Escrow Agent is
authorized to rely upon such Joint Written Direction from Company and may accept
any signatory  from the Company  listed on the signature  page to this Agreement
and any  signature  from the  Investor  that Escrow  Agent  already has on file.
Simultaneous with delivery of the executed Joint Written Direction to the Escrow
Agent the  Investor and Company  shall  execute and deliver a Common Stock Joint
Written Direction to Investor's Counsel directing  Investor's Counsel to release
via  D.W.A.C  to the  Investor  the shares of the  Company's  Common  Stock.  In
releasing such shares of Common Stock  Investor's  Counsel is authorized to rely
upon such Common Stock Joint Written  Direction  from Company and may accept any
signatory  from the Company  listed on the signature  page to this Agreement and
any signature from the Investor Investor's Counsel has on file.

In the event the Escrow  Agent does not receive  the amount of the Advance  from
the Investor, the Escrow Agent shall notify the Company and the Investor. In the
event  Investor's  Counsel  does not  receive  the shares of Common  Stock to be
purchased by the Investor  Investor's  Counsel  shall notify the Company and the
Investor.

        b. In the event  that the  Escrow  Agent is  advised  by the  Investor's
Counsel that the Common  Stock has not been  received  from the  Company,  in no
event will the Escrow  Funds be released  to the  Company  until such shares are
received by the Investor's  Counsel.  For purposes of this  Agreement,  the term
"Common Stock certificates" shall mean Common Stock certificates to be purchased
pursuant to the respective  Advance Notice pursuant to the Equity Line of Credit
Agreement.

6. COLLECTION  PROCEDURE.  The Escrow Agent is hereby authorized to forward each
wire for  collection  and, upon  collection of the proceeds of each wire deposit
the collected proceeds in the Escrow Account.

         Any wires returned unpaid to the Escrow Agent shall be returned to the
Investor. In such cases, the Escrow Agent will promptly notify the Company of
such return.

7.     SUSPENSION OF PERFORMANCE:  DISBURSEMENT INTO COURT.

        a. ESCROW  AGENT.  If at any time there shall exist any dispute  between
the Company  and the  Investor  with  respect to holding or  disposition  of any
portion of the Escrow Funds or any other  obligations of Escrow Agent hereunder,
or if at any time Escrow Agent is unable to  determine,  to Escrow  Agent's sole
satisfaction,  the proper  disposition  of any  portion  of the Escrow  Funds or
Escrow Agent's proper actions with respect to its obligations  hereunder,  or if
the parties have not within  thirty (30) days of the  furnishing by Escrow Agent
of a notice of resignation  pursuant to Section 9 hereof,  appointed a successor
Escrow Agent to act  hereunder,  then Escrow Agent may, in its sole  discretion,
take either or both of the following actions:

            i.  suspend the  performance  of any of its  obligations  (including
without  limitation any  disbursement  obligations)  under this Escrow Agreement
until such dispute or uncertainty  shall be resolved to the sole satisfaction of
Escrow Agent or until a successor  Escrow Agent shall be appointed  (as the case
may be);  provided  however,  Escrow  Agent shall  continue to invest the Escrow
Funds in accordance with Section 8 hereof; and/or

            ii.  petition  (by  means of an  interpleader  action  or any  other
appropriate method) any court of competent  jurisdiction in any venue convenient
to Escrow Agent, for  instructions  with respect to such dispute or uncertainty,
and to the  extent  required  by law,  pay into  such  court,  for  holding  and
disposition in accordance with the instructions of such court, all funds held by
it in the Escrow Funds,  after deduction and payment to Escrow Agent of all fees
and expenses  (including  court costs and attorneys'  fees) payable to, incurred
by, or expected to be incurred by Escrow Agent in connection with performance of
its duties and the exercise of its rights hereunder.

            iii.  Escrow  Agent  shall have no  liability  to the  Company,  the
Investor,  or any person with respect to any such  suspension of  performance or
disbursement  into  court,  specifically  including  any  liability  or  claimed
liability that may arise, or be alleged to have arisen, out of or as a result of
any delay in the  disbursement of funds held in the Escrow Funds or any delay in
with respect to any other action required or requested of Escrow Agent.

        b.  INVESTOR'S  COUNSEL.  If at any time there  shall  exist any dispute
between the Company and the Investor with respect to holding or  disposition  of
any portion of the shares of Common Stock or any other obligations of Investor's
Counsel hereunder,  or if at any time Investor's Counsel is unable to determine,
to Investor's Counsel's sole satisfaction, the proper disposition of any portion
of the  shares of Common  Stock or  Investor's  Counsel's  proper  actions  with
respect to its obligations  hereunder,  then Investor's Counsel may, in its sole
discretion, take either or both of the following actions:

                                       4
<PAGE>

            i.  suspend the  performance  of any of its  obligations  (including
without  limitation any  disbursement  obligations)  under this Escrow Agreement
until such dispute or uncertainty  shall be resolved to the sole satisfaction of
Investor's Counsel or until a successor shall be appointed (as the case may be);
and/or

            ii.  petition  (by  means of an  interpleader  action  or any  other
appropriate method) any court of competent  jurisdiction in any venue convenient
to  Investor's  Counsel,  for  instructions  with  respect  to such  dispute  or
uncertainty, and to the extent required by law, pay into such court, for holding
and disposition in accordance with the instructions of such court, all shares of
the  Company's  Common  Stock funds held by it, after  deduction  and payment to
Investor's  Counsel  of  all  fees  and  expenses  (including  court  costs  and
attorneys'  fees)  payable  to,  incurred  by, or  expected  to be  incurred  by
Investor's Counsel in connection with performance of its duties and the exercise
of its rights hereunder.

            iii. Investor's Counsel shall have no liability to the Company,  the
Investor,  or any person with respect to any such  suspension of  performance or
disbursement  into  court,  specifically  including  any  liability  or  claimed
liability that may arise, or be alleged to have arisen, out of or as a result of
any delay in the release of shares of the Company's Common Stock or any delay in
with respect to any other action required or requested of Investor's Counsel.

8.  INVESTMENT OF ESCROW FUNDS.  The Escrow Agent shall deposit the Escrow Funds
in a non-interest bearing money market account.

        If Escrow Agent has not received a Joint  Written  Direction at any time
that an investment  decision must be made,  Escrow Agent shall invest the Escrow
Fund, or such portion thereof,  as to which no Joint Written  Direction has been
received,  in investments  described above. The foregoing  investments  shall be
made by the Escrow Agent.  Notwithstanding  anything to the contrary  contained,
Escrow Agent may,  without  notice to the parties,  sell or liquidate any of the
foregoing  investments at any time if the proceeds  thereof are required for any
release of funds permitted or required hereunder,  and Escrow Agent shall not be
liable or responsible for any loss, cost or penalty resulting from any such sale
or  liquidation.  With respect to any funds received by Escrow Agent for deposit
into the Escrow Funds after ten  o'clock,  a.m.,  New Jersey time,  Escrow Agent
shall  not be  required  to  invest  such  funds or to  effect  such  investment
instruction  until  the next day upon  which  banks in New  Jersey  are open for
business.

9.  RESIGNATION  AND REMOVAL OF ESCROW  AGENT.  Escrow Agent may resign from the
performance  of its duties  hereunder  at any time by giving  thirty  (30) days'
prior written notice to the parties or may be removed, with or without cause, by
the parties,  acting jointly,  by furnishing a Joint Written Direction to Escrow
Agent,  at any time by the  giving of ten (10)  days'  prior  written  notice to
Escrow Agent as provided  herein below.  Upon any such notice of  resignation or
removal,  the  representatives  of the  Investor and the Company  identified  in
Sections  15a.  (iv) and 15b.  (iv),  below,  jointly  shall appoint a successor
Escrow Agent hereunder, which shall be a commercial bank, trust company or other
financial  institution  with  a  combined  capital  and  surplus  in  excess  of
$10,000,000.00.  Upon the  acceptance  in writing of any  appointment  of Escrow
Agent hereunder by a successor  Escrow Agent,  such successor Escrow Agent shall
thereupon succeed to and become vested with all the rights,  powers,  privileges

                                       5
<PAGE>

and duties of the retiring Escrow Agent,  and the retiring Escrow Agent shall be
discharged  from its duties and  obligations  under this Escrow  Agreement,  but
shall not be  discharged  from any  liability  for actions taken as Escrow Agent
hereunder  prior  to  such   succession.   After  any  retiring  Escrow  Agent's
resignation or removal,  the provisions of this Escrow  Agreement shall inure to
its  benefit as to any  actions  taken or omitted to be taken by it while it was
Escrow  Agent under this  Escrow  Agreement.  The  retiring  Escrow  Agent shall
transmit all records pertaining to the Escrow Funds and shall pay all funds held
by it in the Escrow Funds to the successor Escrow Agent,  after making copies of
such records as the retiring  Escrow Agent deems  advisable and after  deduction
and payment to the retiring  Escrow  Agent of all fees and  expenses  (including
court costs and  attorneys'  fees)  payable to,  incurred  by, or expected to be
incurred by the retiring  Escrow Agent in connection with the performance of its
duties and the exercise of its rights hereunder.

10.      LIABILITY OF ESCROW AGENT.

        a. Escrow Agent shall have no liability  or  obligation  with respect to
the  Escrow  Funds  except  for  Escrow  Agent's  willful  misconduct  or  gross
negligence.  Escrow Agent's sole  responsibility  shall be for the  safekeeping,
investment, and disbursement of the Escrow Funds in accordance with the terms of
this  Agreement.  Escrow Agent shall have no implied duties or  obligations  and
shall not be charged with  knowledge or notice or any fact or  circumstance  not
specifically  set forth herein.  Escrow Agent may rely upon any instrument,  not
only as to its due  execution,  validity and  effectiveness,  but also as to the
truth and  accuracy of any  information  contained  therein,  which Escrow Agent
shall in good faith  believe to be genuine,  to have been signed or presented by
the person or parties  purporting to sign the same and conform to the provisions
of this  Agreement.  In no event shall  Escrow  Agent be liable for  incidental,
indirect, special, and consequential or punitive damages. Escrow Agent shall not
be obligated to take any legal action or commence any  proceeding  in connection
with the Escrow  Funds,  any account in which Escrow Funds are  deposited,  this
Agreement or the Equity Line of Credit Agreement , or to appear in, prosecute or
defend any such legal  action or  proceeding.  Escrow  Agent may  consult  legal
counsel  selected  by  it  in  any  event  of  any  dispute  or  question  as to
construction  of any of the provisions  hereof or of any other  agreement or its
duties  hereunder,  or relating to any dispute  involving any party hereto,  and
shall  incur no  liability  and shall be fully  indemnified  from any  liability
whatsoever  in acting in  accordance  with the opinion or  instructions  of such
counsel.  The Company and the Investor jointly and severally shall promptly pay,
upon demand, the reasonable fees and expenses of any such counsel.

        b. The Escrow Agent is hereby  authorized,  in its sole  discretion,  to
comply with orders  issued or process  entered by any court with  respect to the
Escrow  Funds,  without  determination  by the  Escrow  Agent  of  such  court's
jurisdiction  in the matter.  If any portion of the Escrow  Funds is at any time
attached,  garnished  or  levied  upon  under any  court  order,  or in case the
payment, assignment, transfer, conveyance or delivery of any such property shall
be stayed or enjoined by any court order,  or in any case any order  judgment or
decree shall be made or entered by any court affecting such property or any part
thereof, then and in any such event, the Escrow Agent is authorized, in its sole
discretion, to rely upon and comply with any such order, writ judgment or decree
which it is advised by legal counsel  selected by it,  binding upon it,  without
the need for appeal or other action;  and if the Escrow Agent  complies with any
such  order,  writ,  judgment  or  decree,  it shall not be liable to any of the
parties  hereto  or to any other  person or entity by reason of such  compliance
even though such order,  writ judgment or decree may be  subsequently  reversed,
modified, annulled, set aside or vacated.

11.     LIABILITY OF INVESTOR'S COUNSEL.

        a.  Notwithstanding any liability  attributable to Investor's Counsel as
counsel  to  the  Investor,  Investor's  Counsel  shall  have  no  liability  or
obligation  with respect to the shares of the Company's  Common Stock except for
Investor's   Counsel's  willful  misconduct  or  gross  negligence.   Investor's
Counsel's sole  responsibility  shall be for the  safekeeping and release of the
shares  of the  Company's  Common  Stock in  accordance  with the  terms of this
Agreement.  Investor's  Counsel shall have no implied duties or obligations  and
shall not be charged with  knowledge or notice or any fact or  circumstance  not
specifically set forth herein.  Investor's Counsel may rely upon any instrument,
not only as to its due execution, validity and effectiveness, but also as to the
truth and  accuracy  of any  information  contained  therein,  which  Investor's
Counsel  shall in good  faith  believe  to be  genuine,  to have been  signed or
presented  by the person or parties  purporting  to sign the same and conform to
the provisions of this Agreement. In no event shall Investor's Counsel be liable
for  incidental,  indirect,  special,  and  consequential  or punitive  damages.
Investor's  Counsel  shall not be obligated to take any legal action or commence
any proceeding in connection with the shares of the Company's  Common Stock, any
account in which shares of Common Stock are deposited and this Agreement,  or to
appear in,  prosecute or defend any such legal action or proceeding.  Investor's
Counsel may consult legal counsel  selected by it in any event of any dispute or
question  as to  construction  of any of the  provisions  hereof or of any other
agreement  or its duties  hereunder,  or relating to any dispute  involving  any
party hereto,  and shall incur no liability and shall be fully  indemnified from
any  liability   whatsoever  in  acting  in  accordance   with  the  opinion  or
instructions of such counsel. The Company and the Investor jointly and severally
shall promptly pay, upon demand,  the  reasonable  fees and expenses of any such
counsel.

        b. Investor's Counsel is hereby authorized,  in its sole discretion,  to
comply with orders  issued or process  entered by any court with  respect to the
shares of the Company's Common Stock,  without  determination by Butler Gonzalez
of such court's  jurisdiction in the matter. If any portion of the shares of the
Company's Common Stock are at any time attached,  garnished or levied upon under
any court order,  or in case the payment,  assignment,  transfer,  conveyance or
delivery of any such property shall be stayed or enjoined by any court order, or
in any case any order  judgment or decree  shall be made or entered by any court
affecting  such  property or any part thereof,  then and in any such event,  the
Investor's  Counsel  is  authorized,  in its sole  discretion,  to rely upon and
comply with any such order, writ judgment or decree which it is advised by legal
counsel  selected by it,  binding upon it,  without the need for appeal or other
action; and if Investor's  Counsel complies with any such order, writ,  judgment
or decree,  it shall not be liable to any of the parties  hereto or to any other
person or entity by reason of such  compliance  even  though  such  order,  writ
judgment or decree may be subsequently reversed,  modified,  annulled, set aside
or vacated.

12.  INDEMNIFICATION  OF ESCROW  AGENT.  From and at all times after the date of
this Agreement, the parties jointly and severally,  shall, to the fullest extent
permitted by law and to the extent provided herein,  indemnify and hold harmless
Escrow Agent and each director, officer, employee, attorney, agent and affiliate
of Escrow Agent  (collectively,  the "Indemnified  Parties") against any and all

                                       7
<PAGE>

actions, claims (whether or not valid), losses, damages, liabilities,  costs and
expenses  of  any  kind  or  nature  whatsoever  (including  without  limitation
reasonable  attorney's fees, costs and expenses) incurred by or asserted against
any of the Indemnified  Parties from and after the date hereof,  whether direct,
indirect or consequential, as a result of or arising from or in any way relating
to any claim,  demand,  suit,  action,  or proceeding  (including any inquiry or
investigation) by any person,  including without  limitation the parties to this
Agreement,  whether threatened or initiated,  asserting a claim for any legal or
equitable remedy against any person under any statute or regulation,  including,
but not limited to, any federal or state  securities  laws,  or under any common
law or equitable  cause or  otherwise,  arising from or in  connection  with the
negotiation,  preparation,  execution,  performance or failure of performance of
this Agreement or any transaction  contemplated herein,  whether or not any such
Indemnified  Party is a party  to any such  action  or  proceeding,  suit or the
target  of any  such  inquiry  or  investigation;  provided,  however,  that  no
Indemnified Party shall have the right to be indemnified hereunder for liability
finally determined by a court of competent  jurisdiction,  subject to no further
appeal, to have resulted solely from the gross negligence or willful  misconduct
of such  Indemnified  Party.  If any such  action or claim  shall be  brought or
asserted against any Indemnified  Party,  such Indemnified  Party shall promptly
notify the  Company  and the  Investor  hereunder  in  writing,  and the and the
Company shall assume the defense  thereof,  including the  employment of counsel
and the payment of all  expenses.  Such  Indemnified  Party  shall,  in its sole
discretion,  have the right to employ  separate  counsel (who may be selected by
such  Indemnified  Party  in its sole  discretion)  in any  such  action  and to
participate and to participate in the defense thereof, and the fees and expenses
of such  counsel  shall  be paid by such  Indemnified  Party,  except  that  the
Investor  and/or the  Company  shall be required to pay such fees and expense if
(a) the Investor or the Company agree to pay such fees and expenses,  or (b) the
Investor  and/or the Company  shall fail to assume the defense of such action or
proceeding or shall fail, in the sole discretion of such  Indemnified  Party, to
employ counsel  reasonably  satisfactory  to the  Indemnified  Party in any such
action or proceeding,  (c) the Investor and the Company are the plaintiff in any
such  action or  proceeding  or (d) the named or  potential  parties to any such
action or proceeding  (including any potentially impleaded parties) include both
Indemnified  Party the Company and/or the Investor and  Indemnified  Party shall
have been  advised  by  counsel  that  there may be one or more  legal  defenses
available to it which are different from or additional to those available to the
Company or the  Investor.  The  Investor  and the  Company  shall be jointly and
severally  liable to pay fees and expenses of counsel  pursuant to the preceding
sentence, except that any obligation to pay under clause (a) shall apply only to
the party so agreeing.  All such fees and expenses payable by the Company and/or
the Investor pursuant to the foregoing  sentence shall be paid from time to time
as incurred,  both in advance of and after the final  disposition of such action
or claim.  The  obligations  of the parties under this section shall survive any
termination of this  Agreement,  and  resignation or removal of the Escrow Agent
shall be independent of any obligation of Escrow Agent.

13.  INDEMNIFICATION OF INVESTOR'S COUNSEL. From and at all times after the date
of this  Agreement,  the parties  jointly and severally,  shall,  to the fullest
extent  permitted by law and to the extent provided  herein,  indemnify and hold
harmless  Investor's  Counsel and each  partner,  director,  officer,  employee,
attorney,   agent  and  affiliate  of  Investor's  Counsel  (collectively,   the
"Indemnified  Parties")  against  any and all  actions,  claims  (whether or not
valid), losses, damages,  liabilities,  costs and expenses of any kind or nature
whatsoever  (including without limitation  reasonable attorney's fees, costs and
expenses)  incurred by or asserted  against any of the Indemnified  Parties from

                                       8
<PAGE>

and after the date  hereof,  whether  direct,  indirect or  consequential,  as a
result of or arising  from or in any way  relating to any claim,  demand,  suit,
action,  or proceeding  (including any inquiry or  investigation) by any person,
including without  limitation the parties to this Agreement,  whether threatened
or initiated,  asserting a claim for any legal or equitable  remedy  against any
person  under any  statute or  regulation,  including,  but not  limited to, any
federal or state  securities laws, or under any common law or equitable cause or
otherwise,  arising from or in  connection  with the  negotiation,  preparation,
execution,  performance  or  failure of  performance  of this  Agreement  or any
transaction  contemplated herein, whether or not any such Indemnified Party is a
party to any such action or  proceeding,  suit or the target of any such inquiry
or investigation;  provided,  however,  that no Indemnified Party shall have the
right to be indemnified hereunder for liability finally determined by a court of
competent  jurisdiction,  subject to no further appeal,  to have resulted solely
from the gross negligence or willful  misconduct of such  Indemnified  Party. If
any such action or claim shall be brought or  asserted  against any  Indemnified
Party, such Indemnified Party shall promptly notify the Company and the Investor
hereunder in writing,  and the Investor and the Company shall assume the defense
thereof,  including  the  employment of counsel and the payment of all expenses.
Such Indemnified  Party shall, in its sole discretion,  have the right to employ
separate  counsel  (who may be  selected by such  Indemnified  Party in its sole
discretion)  in any such action and to  participate  and to  participate  in the
defense thereof, and the fees and expenses of such counsel shall be paid by such
Indemnified Party, except that the Investor and/or the Company shall be required
to pay such fees and expense if (a) the  Investor  or the  Company  agree to pay
such fees and  expenses,  or (b) the Investor  and/or the Company  shall fail to
assume the  defense of such  action or  proceeding  or shall  fail,  in the sole
discretion of such Indemnified Party, to employ counsel reasonably  satisfactory
to the Indemnified Party in any such action or proceeding,  (c) the Investor and
the Company are the  plaintiff in any such action or proceeding or (d) the named
or potential parties to any such action or proceeding (including any potentially
impleaded  parties)  include  both  Indemnified  Party the  Company  and/or  the
Investor and the Indemnified Party shall have been advised by counsel that there
may be one or more legal  defenses  available to it which are different  from or
additional to those  available to the Company or the Investor.  The Investor and
the Company  shall be jointly and  severally  liable to pay fees and expenses of
counsel  pursuant to the preceding  sentence,  except that any obligation to pay
under  clause (a) shall apply only to the party so  agreeing.  All such fees and
expenses  payable by the Company  and/or the Investor  pursuant to the foregoing
sentence  shall be paid from time to time as  incurred,  both in  advance of and
after the final  disposition  of such action or claim.  The  obligations  of the
parties under this section shall survive any termination of this Agreement.

14.  Expenses  of Escrow  Agent.  Except as set forth in Section 12 the  Company
shall reimburse Escrow Agent for all of its reasonable  out-of-pocket  expenses,
including attorneys' fees, travel expenses, telephone and facsimile transmission
costs, postage (including express mail and overnight delivery charges),  copying
charges and the like. All of the compensation and reimbursement  obligations set
forth in this  Section  shall be payable by the  Company,  upon demand by Escrow
Agent.  The  obligations  of the Company  under this Section  shall  survive any
termination of this Agreement and the resignation or removal of Escrow Agent.

                                       9
<PAGE>

15. Warranties.

        a. The Investor  makes the following  representations  and warranties to
the Escrow Agent and Investor's Counsel :

            i. The Investor has full power and  authority to execute and deliver
this Agreement and to perform its obligations hereunder.

            ii. This Agreement has been duly approved by all necessary corporate
action of the Investor,  including any necessary shareholder approval,  has been
executed by duly authorized officers of the Investor,  enforceable in accordance
with its terms.

            iii. The  execution,  delivery,  and  performance of the Investor of
this  Agreement  will not violate,  conflict  with, or cause a default under the
certificate of  incorporation  or bylaws of the Investor,  any applicable law or
regulation,  any  court  order or  administrative  ruling or degree to which the
Investor  is a  party  or any of its  property  is  subject,  or any  agreement,
contract, indenture, or other binding arrangement.

            iv.  Mark  A.  Angelo  has  been  duly   appointed  to  act  as  the
representative  of  Investor  hereunder  and has full  power  and  authority  to
execute,  deliver, and perform this Agreement,  to execute and deliver any Joint
Written Direction,  to amend,  modify, or waive any provision of this Agreement,
and to take any and all other  actions as the  Investor's  representative  under
this Agreement, all without further consent or direction form, or notice to, the
Investor or any other party.

            v. No party other than the parties  hereto have, or shall have,  any
lien,  claim or security  interest in the Escrow Funds or any part  thereof.  No
financing  statement  under  the  Uniform  Commercial  Code  is on  file  in any
jurisdiction claiming a security interest in or describing (whether specifically
or generally) the Escrow Funds or any part thereof.

            vi.  All of  the  representations  and  warranties  of the  Investor
contained  herein are true and  complete  as of the date hereof and will be true
and complete at the time of any disbursement from the Escrow Funds.

        b. The Company makes the  following  representations  and  warranties to
Escrow Agent, the Investor and Investor's Counsel:

            i. The Company is a corporation  duly organized,  validly  existing,
and in good standing under the laws of the State of Florida , and has full power
and  authority  to  execute  and  deliver  this  Agreement  and to  perform  its
obligations hereunder.

            ii. This Agreement has been duly approved by all necessary corporate
action of the Company,  including any necessary shareholder  approval,  has been
executed by duly authorized  officers of the Company,  enforceable in accordance
with its terms.

            iii. The execution, delivery, and performance by the Company of this
Escrow  Agreement is in accordance with the Equity Line of Credit  Agreement and
will not violate,  conflict  with, or cause a default under the  certificate  of

                                       10
<PAGE>

incorporation  or bylaws of the Company,  any applicable law or regulation,  any
court order or  administrative  ruling or decree to which the Company is a party
or any of its property is subject,  or any agreement,  contract,  indenture,  or
other binding arrangement.

            iv.  David  M.  Groves  has  been  duly  appointed  to  act  as  the
representative  of the Company  hereunder  and has full power and  authority  to
execute,  deliver, and perform this Agreement,  to execute and deliver any Joint
Written Direction, to amend, modify or waive any provision of this Agreement and
to take all other actions as the Company's  Representative under this Agreement,
all without  further consent or direction from, or notice to, the Company or any
other party.

            v. No party other than the  parties  hereto  shall  have,  any lien,
claim or security interest in the Escrow Funds or any part thereof. No financing
statement  under  the  Uniform  Commercial  Code is on file in any  jurisdiction
claiming  a  security  interest  in  or  describing  (whether   specifically  or
generally) the Escrow Funds or any part thereof.

            vi.  All of  the  representations  and  warranties  of  the  Company
contained  herein are true and  complete  as of the date hereof and will be true
and complete at the time of any disbursement from the Escrow Funds.

16.  CONSENT  TO  JURISDICTION  AND VENUE.  In the event  that any party  hereto
commences  a  lawsuit  or other  proceeding  relating  to or  arising  from this
Agreement,  the parties  hereto agree that the United States  District Court for
the District of New Jersey shall have the sole and exclusive  jurisdiction  over
any  such   proceeding.   If  all  such  courts  lack  federal   subject  matter
jurisdiction,  the parties agree that the Superior Court Division of New Jersey,
Chancery  Division of Essex County shall have sole and  exclusive  jurisdiction.
Any of these  courts  shall be proper  venue for any such  lawsuit  or  judicial
proceeding and the parties hereto waive any objection to such venue. The parties
hereto consent to and agree to submit to the  jurisdiction  of any of the courts
specified  herein  and agree to accept the  service of process to vest  personal
jurisdiction over them in any of these courts.

17. NOTICE. All notices and other  communications  hereunder shall be in writing
and shall be deemed to have been validly  served,  given or  delivered  five (5)
days after  deposit in the United States  mails,  by certified  mail with return
receipt requested and postage prepaid,  when delivered  personally,  one (1) day
delivered  to  any  overnight   courier,   or  when   transmitted  by  facsimile
transmission and addressed to the party to be notified as follows:

If to Investor, to:                 Cornell Capital Partners, L.P.
                                    c/o Yorkville Advisors, LLC
                                    521 Fifth Avenue - 17th Floor
                                    New York, New York, 10175
                                    Attention:  Mark Angelo


                                       11
<PAGE>

With copy to:                       Butler Gonzalez LLP
                                    1000 Stuyvesant Avenue
                                    Suite 6
                                    Union, New Jersey 07083
                                    Attention:  David Gonzalez, Esq.
                                    Facsimile:  (908) 810-0973

If to Company, to:                  Urbana.ca Inc.
                                    750 West Pender Street
                                    Suite 804
                                    Vancouver, BC Canada V6C-2T8
                                    Attention: David M. Groves
                                    President and Chief Executive Officer
                                    Telephone:  (604) 682-8445
                                    Facsimile:  (604) 682-4380

With copy to:                       Kirkpatrick  & Lockhart LLP
                                    201 South Biscayne Boulevard.
                                    Suite 2000
                                    Miami, Florida  33131
                                    Attention:  Clayton E. Parker, Esq.
                                    Telephone:  (305) 539-3306
                                    Facsimile:  (305) 358-7095

If to the Escrow Agent, to:         First Union National Bank,
                                    407 Main Street
                                    Metuchen, New Jersey  08840
                                    Attention:  Robert Mercado
                                                Carmela Agugliaro
                                    Facsimile:  (732) 548-5973

Or to such other address as each party may designate for itself by like notice.

18. AMENDMENTS OR WAIVER. This Agreement may be changed,  waived,  discharged or
terminated only by a writing signed by the parties of the Escrow Agent. No delay
or omission  by any party in  exercising  any right with  respect  hereto  shall
operate as waiver.  A waiver on any one occasion shall not be construed as a bar
to, or waiver of, any right or remedy on any future occasion.

19. SEVERABILITY. To the extent any provision of this Agreement is prohibited by
or invalid under  applicable  law, such  provision  shall be  ineffective to the
extent of such prohibition, or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this Agreement.

20.  GOVERNING  LAW.  This  Agreement  shall be  construed  and  interpreted  in
accordance  with the  internal  laws of the State of New Jersey  without  giving
effect to the conflict of laws principles thereof.

                                       12
<PAGE>

21. ENTIRE  AGREEMENT.  This Agreement  constitutes the entire Agreement between
the parties relating to the holding,  investment, and disbursement of the Escrow
Funds and sets forth in their entirety the  obligations and duties of the Escrow
Agent with respect to the Escrow Funds.

22. BINDING EFFECT. All of the terms of this Agreement,  as amended from time to
time,  shall be binding upon,  inure to the benefit of and be enforceable by the
respective heirs,  successors and assigns of the Investor,  the Company,  or the
Escrow Agent.

23.  EXECUTION OF COUNTERPARTS.  This Agreement and any Joint Written  Direction
may be executed in counter parts,  which when so executed  shall  constitute one
and same agreement or direction.

24.  TERMINATION.  Upon the first to occur of the disbursement of all amounts in
the Escrow Funds pursuant to Joint Written Directions or the disbursement of all
amounts  in the  Escrow  Funds into  court  pursuant  to Section 7 hereof,  this
Agreement shall  terminate and Escrow Agent shall have no further  obligation or
liability whatsoever with respect to this Agreement or the Escrow Funds.



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       13


<PAGE>



         IN  WITNESS WHEREOF the parties have hereunto set their hands and seals
the day and year above set forth.

                                  URBANA.CA INC.

                                  By:
                                     -------------------------------------------
                                  Name: David M. Groves
                                  Title:   President and Chief Executive Officer


                                  FIRST UNION NATIONAL BANK

                                  By:
                                     -------------------------------------------
                                  Name: Robert Mercado
                                  Title: As the Escrow Agent


                                  CORNELL CAPITAL PARTNERS, LP

                                  By: Yorkville Advisors, LLC
                                  Its: General Partner

                                  By:
                                     -------------------------------------------
                                  Name: Mark A. Angelo
                                  Title:  Fund Manager



                                       14