Exhibit 10.12

               Maroon Bells Capital Partners, Inc.
               100 California Street, Suite 1160
  [LOGO]       San Francisco, California 94111
               Tel (415) 393-0725  Fax (415) 393-0721

December 15, 1998

Mr. William Fritts
NetAmerica Corporation, Inc.

Dear Mr. Fritts:

When executed by the undersigned where indicated below, this letter will form an
Advisory Agreement (the "Agreement") for the 18-month period commencing December
15, 1998 between  Maroon Bells  Capital  Partners,  Inc. a Delaware  Corporation
("MBCP")  and  NetAmerica  Corporation,   a  Delaware  corporation  ("NetAmerica
Corporation"), whereby MBCP will provide certain advisory services to NetAmerica
Corporation,  including  general  corporate  advisory and  business  development
services.

Maroon Bells will devote a portion of its corporate resources to the performance
of  this  agreement.   Certain  MBCP  principals  and  professional  staff  will
participate  in rendering  the services  described in this  Agreement,  on an as
needed basis.  MBCP will also identify and recruit  additional  board member and
additional  employees and  consultants to assist  NetAmerica  Corporation in the
execution of its business plan in the United States and in certain international
markets to be identified. MBCP agrees to provide NetAmerica Corporation with the
following  services  during  the term of this  Agreement.  It is  understood  by
NetAmerica  Corporation  that in all cases,  the services to be provided by MBCP
pursuant to this Advisory  Agreement will be performed by MBCP on a best efforts
basis and that no financial obligation to NetAmerica  Corporation on the part of
MBCP is created or implied by this Advisory Agreement.

A.  Advisory Services to Be Performed for NetAmerica Corporation by MBCP.

1. General Corporate Advisory Services.  MBCP will assist NetAmerica Corporation
in structuring and  implementing its overall  corporate  finance strategy and in
developing and implementing  NetAmerica  Corporation's  business strategy.  MBCP
will also assist  NetAmerica  Corporation in market  positioning with respect to
financial  markets,  including  assistance in the development of strategic plans
and corporate materials for distribution to prospective investors and merger and
acquisition  targets.  MBCP  will  also  assist  NetAmerica  Corporation  on  an
on-going,   non-exclusive   basis  in   negotiating   with   placement   agents,
underwriters,  institutional  investors,  lenders and other sources of financing
during the term of this Agreement, as needed.

Compensation:  NetAmerica Corporation agrees to pay to MBCP a monthly Consulting
fee of $10,000 (ten thousand dollars) per month payable on the first day of each
month.

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2.  Financial  Advisory  Services:  MBCP will assist  NetAmerica  Corporation to
identify contact and negotiate,  on a best efforts basis,  with underwriters and
investment  banking  companies to be  contacted by MBCP on behalf of  NetAmerica
Corporation  in order to  obtain a  commitment  for  additional  debt or  equity
financings on terms acceptable to NetAmerica Corporation. NetAmerica Corporation
will provide MBCP with  financial  statements  and  projections,  capitalization
information,  business plan, and other corporate  materials for  presentation to
prospective business partners, investors,  underwriters.  NetAmerica Corporation
will make available its key  executives,  personnel and advisors for discussions
and meetings,  as appropriate,  with representatives of underwriters.  MBCP will
coordinate the execution of any and all  confidentiality  agreements required by
NetAmerica  Corporation of potential  underwriters prior to review of NetAmerica
Corporation  corporate and  financial  materials.  At  NetAmerica  Corporation's
request,  MBCP will inform NetAmerica  Corporation  regarding the status of MBCP
contacts.  MBCP will assist NetAmerica  Corporation,  as needed, in structuring,
negotiating,  and closing fixture  financings during the term of this agreement.
It is understood that NetAmerica is seeking to raise  approximately  $10 million
to $15 million in capital during late 1998 and early 1999.

Compensation: NetAmerica Corporation agrees to pay to MBCP at Closing in cash or
stock (to be determined in advance by mutual agreement) a Financing Success Fee,
to be negotiated and agreed to in advance by NetAmerica Corporation and MBCP for
financings  conducted  or  provided by  underwriters  introduced  to  NetAmerica
Corporations by MBCP. The Success Fee will be due and payable to MBCP at closing
of such a financing (or upon various closings in the case of multiple closings).
In the event  that  NetAmerica  successfully  closes at least $5  million in new
capitalization during 1998 or in 1999, NetAmerica will pay to MBCP (a) a Success
Fee of $250,000  and (b) issue to MBCP  Five-Year  warrants to purchase  250,000
shares of NAMI common stock at an exercise price of $1.00 per share.

3. Merger and Acquisition Services:  MBCP will assist NetAmerica  Corporation in
identifying potential merger and/or acquisition candidates.  MBCP will assist in
contacting  target  companies and in  negotiating,  structuring and closing such
transactions.

Compensation:   For   asset   purchases   of   subscriber   bases   ("Subscriber
Acquisitions") from other ISPs identified by MBCP, NetAmerica Corporation agrees
to pay to MBCP at Closing in cash (or other like-kind compensation acceptable to
MBCP) a Subscriber  Acquisition  Fee equal to 5 percent (5%) of the value of the
acquisition.  For mergers and  acquisitions of ISPs or other  telecommunications
companies,  whether  or  not  introduced  to  NetAmerica  Corporation  by  MBCP,
NetAmerica Corporation will pay to MBCP an M&A Success Fee according to a Lehman
Formula  based on the value of the  transaction  as follows:  5% of the first $1
million  in value,  4% of the  second $1  million  in value,  3% of the third $1
million  in  value,  2% of the  fourth $1  million  in value and 1% of all value
thereafter.  In the event that NetAmerica  Corporation closes an M&A transaction
with a value of $3  million  or  greater,  MBCP will  receive  at closing a cash
performance bonus of $100,000 (one hundred thousand dollars).


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4.  General  Business   Development   Services.   MBCP  will  assist  NetAmerica
Corporation  in the  identification  of new  domestic  (U.S.) and  international
business  development  opportunities  including  but  not  limited  to  (i)  new
marketing and distribution  channels,  (ii) new strategic marketing  agreements,
(iii) new telecommunication  access,  transmission or termination agreements, or
(iii) new technology partners or equipment. It is understood that as of the date
of  this   Agreement,   MBCP  has  initiated   discussions   with  one  or  more
telecommunications  providers with operation in the United States,  Europe,  and
Latin America.

Compensation:  MBCP and NetAmerica Corporation agree to negotiate in good faith,
in advance, a compensation  schedule for Business  Development Services provided
by MBCP on a  case-by-case  basis.  In general Maroon Bells will expect a fee of
approximately  5% (five  percent)  of the (a) gross  revenue or (b) gross  value
generated  by such  development  for a  period  of a least  three  years,  which
compensation shall survive termination of this Advisory Agreement.

5. Equipment Leasing,  Lines of Credit and Other Equipment  Financing.  MBCP may
assist  NetAmerica  Corporation in securing  equipment leases or other equipment
financing structures.

Compensation:  MBCP and NetAmerica Corporation agree to negotiate in good faith,
in advance, a compensation schedule for Equipment Financing Services provided by
MBCP on a case-by-case  basis, with an understanding that such compensation will
be a minimum of 1.5  percent  of total  lease,  credit  facilities  utilized  by
NetAmerica Corporation.

B. Expenses

NetAmerica  Corporation  agrees to reimburse  MBCP for  reasonable  pre-approved
out-of-pocket  travel  expenses  related to MBCP's  performance  of the services
described  in this  Agreement  (i.e.  pre-approved  travel and  lodging for MBCP
professionals  to  destination  where  NetAmerica  Corporation  has requested or
pre-approved the presence of MBCP professionals),  in accordance with NetAmerica
Corporation's  usual and customary  travel and expense  reimbursement  policies.
Unless otherwise  agreed-to-by MBCP, NetAmerica  Corporation will reimburse MBCP
within 10 days of submittal.

C. Term of Agreement

   The term of this  Agreement  shall commence on December 15, 1998 and shall be
   in effect for eighteen months. This Agreement will automatically renew for an
   additional 12 months unless terminated in writing.  MBCP's compensation shall
   survive termination of this Agreement according to the following terms:

      1. MBCP  shall be  entitled  to the  compensation  described  above if (a)
         NetAmerica  Corporation receives proceeds from a financing conducted by
         any Underwriter  introduced to NetAmerica Corporation by MBCP within 12
         months  of the

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         expiration or  termination of this Agreement or (b) completes a merger,
         acquisition  or  asset   divestiture   with  any  party  identified  to
         NetAmerica  Corporation  by MBCP with 12 months  of the  expiration  or
         termination of this Agreement.

D.  Indemnification

   MBCP and  NetAmerica  Corporation  agree to  indemnify  and hold  each  other
   harmless  against  claims  resulting  from actions or omissions in connection
   with this engagement or arising out of willful misstatement or material facts
   by the other party or its affiliates or representatives.

E.  Governing Law

   This Agreements shall be governed by the laws of the State of California.

F.  Signatures

By their authorized  signatures below, MBCP and NetAmerica  Corporation do agree
to be bound by the  terms of this  Agreement.  This  Agreement  may be signed in
counterparts,  including fax signatures.  Changes in the terms and conditions of
this Agreement may be enacted only with mutual written consent.

ACCEPTED FOR NETAMERICA CORPORATION, INC. BY:


             /s/ William Fritts
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                  Signature

Name:    Mr. William Fritts
Title:   Director

Date:

ACCEPTED FOR MAROON BELLS CAPITAL PARTNERS, INC. BY:


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                  Signature

By:    Mr. Theordore Swindells
Its:   Principal

Date: