Settlement Agreement

     This Settlement Agreement (the "Agreement") is made and entered into by and
between  Colmena  Corp.,  a publicly held Delaware  corporation  with a class of
securities  registered  under  Section 12(g) of the  Securities  Exchange Act of
1934,  as  amended  ("Colmena"  and  the  "Exchange  Act,"  respectively),   and
Strategica Services Corporation,  its affiliates and any successors-in-interest,
a Florida corporation ("Strategica") (Colmena and Strategica being collec tively
referred to as the "Parties" and each being  sometimes  hereinafter  generically
referred to as a "Party"). Preamble:

     WHEREAS,  the  Parties  have  engaged  in a series of  business  agreements
involving  Colmena,  including  but not  limited to an  "Investment  Banking and
Advisory Services Agreement" dated May 7, 1998 (the "Services Agreement," a copy
of which is annexed as Exhibit 1) and,  for their  mutual  benefit,  the Parties
desire to settle all  outstanding  issues and commitments on the terms set forth
in this Agreement;

     NOW,  THEREFORE,  in consideration  of the premises,  as well as the mutual
covenants  hereinafter  set forth,  in  settlement  of any and all  existing and
potential claims involving Colmena against each other and each other's officers,
directors, agents and affiliates, and as an accord and satisfaction of all their
rights,   liabilities  and  obligations  through  the  effective  date  of  this
Agreement, the Parties, intending to be legally bound, hereby agree as follows:

                                   Witnesseth:

First:    Settlement Terms

A.        Subject   to  the   effectiveness   of  a   sufficient   increase   in
          capitalization  by Colmena's  shareholders,  Colmena  hereby agrees to
          issue to Strategica  1,030,495 shares of Colmena's common stock, $0.01
          per share par value,  which  represents an amount equal to 4.9% of the
          common stock outstanding immediately after such issuance, based on the
          20,000,000 Colmena shares outstanding as of the date of this Agreement
          (the "Settlement Shares"), in full settlement and discharge of any and
          all  obligations of Colmena,  its officers,  directors,  stockholders,
          employees, agents and affiliates to Strategica..

B.        Colmena  further  represents  and  warrants  that  there  are no other
          outstanding  classes of Colmena  capital  stock as of the date of this
          Agreement.

C.        1.   The  Settlement  Shares  shall  have  antidilutive   rights  tied
               proportionately  only to that  certain  Class A  warrant  (or any
               successor  instrument thereto) issued by Colmena to its strategic
               consultant,  The Yankee  Companies,  Inc., a Florida  corporation
               (the "Yankees  Warrant" and "Yankees,"  respectively),  a copy of
               which has been filed with the Securities and Exchange  Commission
               (the "Commission") upon complete exercise of the Yankees Warrant.




                                    Page 19
<PAGE>





          2.   The  Parties  acknowledge  that the  Yankees  Warrant  authorizes
               Yankees to acquire up to 75% of Colmena's authorized and reserved
               common  stock,  in  consideration  for  services by Yankees and a
               current  aggregate  exercise  price  of  $80,000,  and  that  the
               Settlement Shares issued to Strategica will be reduced below 4.9%
               of Colmena's outstanding Common Stock only to the extent that the
               shares of Colmena common stock underlying the Yankees Warrant are
               reduced below 75%, and in direct proportion  thereto,  subject to
               the provisions in Section 1.C.3 immediately below.

          3.   Upon (a) full exercise of the Yankees Warrant, and (b) payment of
               the liabilities set forth in Exhibit 2 (which  liabilities may be
               settled  through the  issuance of Colmena  common stock and which
               the  parties  acknowledge  may  result in  dilution  to  Yankees,
               Strategica,  and all other shareholders),  Colmena represents and
               warrants  that the  Settlement  Shares  will be equal to not less
               than 2.5% of Colmena's  then-outstanding  common stock, provided,
               however,  that  all  other  then-existing  shareholders  are also
               diluted  proportionately.   The  parties  agree  that  upon  full
               exercise  of the Yankees  Warrant and payment of the  liabilities
               set forth in Exhibit 2 as provided herein, the Settlement Shares'
               antidilutive rights shall terminate.

          4.   The Parties  further agree that the  antidilutive  provisions set
               forth above  shall not apply in the event  Yankees  advances  any
               additional  funds to Colmena  beyond those  amounts  required for
               exercise of the Yankees Warrant, or in the event any other person
               or entity  advances funds to Colmena.  In  consideration  for any
               such additional amounts advanced to Colmena,  Yankees, or another
               person or entity  advancing funds, may become entitled to acquire
               additional  shares of Colmena  common stock beyond those provided
               in the Yankees  Warrant.  The  acquisition of any such additional
               shares by Yankees,  or another  person or entity  advancing  such
               funds, will not entitle  Strategica to a proportionate  number of
               additional shares,  provided that all other then-existing Colmena
               shareholders are diluted proportionately.

D.        The Settlement  Shares, to be issued in consideration for cancellation
          of any  and  all  prior  agreements  between  the  Parties  and  their
          affiliates  relating  to  Colmena,  including  but not  limited to the
          Services Agreement, will be deemed fully paid as of the effective date
          of this  Agreement,  and will be issued in reliance  on the  exemption
          from  registration  requirements  under the Securities Act of 1933, as
          amended (the "Securities Act"),  provided by Section 4(6) thereof, and
          the  exemption  from  registration  under the Florida  Securities  and
          Investor  Protection  Act, as amended  (the  "Florida  Blue Sky Act"),
          provided by Section 517.061(11) thereof.

E.        Colmena  hereby  covenants  and  agrees  that in the  event  its legal
          counsel reasonably determines that, after the requisite holding period
          under Commission Rule 144 applicable to the Settlement Shares has been
          met,  Strategica  cannot  sell the  Settlement  Shares in  reliance on
          Commission  Rule 144 due to the inadequacy of  information  concerning
          Colmena publicly  available,  then Colmena will include the Settlement
          Shares in the next  registration  or  notification  statement filed by
          Colmena with the Commission pursuant to the Securities Act, and in any




                                    Page 20
<PAGE>



          related Blue Sky filings,  provided that Strategica  cooperates in the
          preparation   thereof   with  respect  to  any  matters  that  involve
          Strategica, without charge to Colmena, on a timely basis.

F.        In addition to the  provisions  of section E  immediately  above,  if,
          during any period  when the  Settlement  Shares are not  eligible  for
          public  sale  pursuant to  Commission  Rule 144,  Colmena  proposes to
          register any of its securities under the Securities Act, it shall give
          written  notice to  Strategica  by  registered  mail, at least 30 days
          prior to the  filing of each  registration  statement.  If  Strategica
          notifies  Colmena  within 20 days after  receipt of any such notice of
          its  desire  to  include  any  securities  received  pursuant  to this
          Agreement  in such  proposed  registration  statement,  Colmena  shall
          afford  Strategica the opportunity to have such securities  registered
          under such  registration  statement.  Colmena will pay all costs, fees
          and  expenses  (excluding  any legal  fees for  Strategica's  counsel,
          underwriting   or   selling   commissions   or   overcharges   of  any
          broker-dealer  acting on behalf of Strategica) in connection  with all
          registration statements filed pursuant to this section.

G.        Strategica hereby acknowledges and agrees as follows:

          1.   Pursuant to Colmena's standard instructions to its transfer agent
               with respect to  transactions  in  securities  that have not been
               registered with the Commission  under Section 5 of the Securities
               Act:

               a.   The certificates for all of the Settlement Shares shall bear
                    legends  restricting  their  transfer,  sale,  conveyance or
                    hypothecation  unless such stock is either  registered under
                    the  provisions of Section 5 of the  Securities  Act and the
                    Florida  Blue Sky Act,  or an opinion of legal  counsel,  in
                    form and substance satisfactory to legal counsel to Colmena,
                    is provided by the  proposed  transferor  to the effect that
                    such  registration is not required as a result of applicable
                    exemptions therefrom; and

               b.   Colmena's  will instruct its transfer  agent not to transfer
                    any of the Settlement  Shares unless Colmena's legal counsel
                    advises Colmena that such transfer is in compliance with all
                    applicable laws.

          2.   Strategica  is  acquiring  the  Settlement  Shares  for  its  own
               account,  for  investment  purposes  only, and not with a view to
               further sale or distribution; and

         3.    Strategica or its advisors have examined  Colmena's  Exchange Act
               filings  posted on the  Commission's  EDGAR  system and are fully
               familiar  with  Colmena  and  its   operations  as  a  result  of
               Strategica's  prior  association  therewith,  and have  also ques
               tioned  Colmena's  officers  and  directors  as  to  all  matters
               involving Colmena as Strategica deemed appropriate.

H.        Colmena and Strategica acknowledge that the only parties to the May 7,
          1998 Services  Agreement  were  Colmena,  Strategica,  and  Strategica
          Financial Corporation n/k/a Thornhill Group, Inc.  ("Thornhill").  The
          Parties further  acknowledge  that Thornhill  has released any and all



                                    Page 21
<PAGE>



          claims it has or may have  relating to Colmena  (see  letter  attached
          hereto as Exhibit 3).  Strategica  represents and warrants that it has
          not  assigned  to any other  person  any  rights it may have under the
          Services  Agreement  or any other  business  agreement  with  Colmena,
          including  but not limited to  Strategica  Group,  Strategica  Capital
          Corporation, Strategica Advisors, LLC, and Strategica Management, LLC.


Second    Termination of Agreements & Mutual Releases

A.        In full payment and cancellation of any and all obligations  involving
          Colmena owed by any Party or its  affiliates to any other Party or its
          affiliates,  and for the  general  release of any and all such  claims
          that the Parties may be able to assert  against  each other,  from the
          beginning of time until the effective  date of this  Agreement,  other
          than the  obligations  established  by this  Agreement,  as well as in
          consideration  for the  extinguishment of any and all agreements among
          the  Parties  involving  Colmena,  including  but not  limited  to the
          Services Agreement:

          1.   Colmena  hereby  agrees  to  issue  the   Settlement   Shares  to
               Strategica  as set forth  above,  within ten (10)  business  days
               after a sufficient increase in Colmena's  capitalization  becomes
               effective.  Colmena  further agrees that it will not object to or
               otherwise  challenge  any legal  opinion that the holding  period
               under  Commission  Rule  144  shall  have  commenced  as  of  the
               effective date of this  Agreement,  even though the  certificates
               representing the Settlement  Shares shall not have been issued as
               of  the  date  this   Agreement   was  executed  by  Colmena  and
               Strategica.

          2.   Each of the  Parties  hereby  terminates  any and all  agreements
               involving  Colmena  with the other Party and its  affiliates  and
               hereby  relinquishes  all rights,  whether  accrued or  inchoate,
               under any such agreement, other than those rights created by this
               Agreement.

B.        In  consideration  for the  exchange of  representations,  warranties,
          acknowledgments  and covenants  reflected above and excepting only the
          obligations  created by this  Agreement,  each of the  Parties  hereby
          releases,  discharges  and forgives  the other Party,  and each of the
          other Party's subsidiaries,  affiliates, members, officers, directors,
          partners, agents and employees,  from any and all liabilities,  claims
          and causes of action relating to Colmena, whether current or inchoate,
          from the beginning of time until the effective date of this Agreement.




                                    Page 22

<PAGE>



Third:    Miscellaneous

3.1      Amendment.


     No modification,  waiver, amendment,  discharge or change of this Agreement
shall be valid unless the same is evinced by a written instrument, subscribed by
the Party  against  which such  modification,  waiver,  amendment,  discharge or
change is sought.

3.2      Notice.


     All notices,  demands or other  communications  given hereunder shall be in
writing  and shall be deemed to have been duly given on the first  business  day
after mailing by United  States  registered or certified  mail,  return  receipt
requested, postage prepaid, or by hand-delivery by a recognized national courier
(e.g., Fed-X or UPS) addressed as follows:

To Colmena:

        Crystal Corporate Center, 2500 North Military Trail, Suite 225-D,
            Boca Raton, Florida 33431;
                Attention: Edward C. Dmytryk, President; and to

        The Yankee Companies, Inc., Crystal Corporate Center, 2500 North
              Military Trail, Suite 225, Boca Raton, Florida 33431;
                  Attention: Leonard Miles Tucker, President;

To Strategica:

             701 Brickell Avenue, Suite 2500; Miami, Florida 33131;
                    Attention: Jack D. Burstein, President;

or such other  address or to such other  person as any Party shall  designate to
the others in writing for such purpose.

3.3      Merger.

     This instrument, together with the instruments referred to herein, contains
all of the  understandings  and  agreements  of the Parties  with respect to the
subject matter discussed  herein.  All prior agreements  whether written or oral
are merged herein and shall be of no force or effect.

3.4      Survival.

     The  several  representations,  warranties  and  covenants  of the  Parties
contained  herein  shall  survive the  execution  hereof and shall be  effective
regardless of any investigation  that may have been made or may be made by or on
behalf of any Party.

3.5      Severability.

     If any provision or any portion of any provision of this  Agreement,  other
than one of the conditions  precedent or subsequent,  or the application of such
provision or any portion  thereof to  any  person or  circumstance shall be held




                                    Page 23
<PAGE>



invalid or  unenforceable,  the  remaining  portions of such  provision  and the
remaining  provisions of this Agreement or the  application of such provision or
portion of such  provision  as is held  invalid or  unenforceable  to persons or
circumstances  other  than those to which it is held  invalid or  unenforceable,
shall not be affected thereby.

3.6       Governing Law.

     This Agreement  shall be construed in accordance with the laws of the State
of Florida and any proceedings  pertaining  directly or indirectly to the rights
or  obligations  of the  Parties  hereunder  shall  be held in  Broward  County,
Florida.

3.7       Indemnification.

A.        Each Party hereby  irrevocably  agrees to indemnify and hold the other
          Parties  harmless from any and all liabilities and damages  (including
          legal or other expenses incidental thereto),  contingent,  current, or
          inchoate  to which  they or any one of them may  become  subject  as a
          direct,  indirect  or  incidental  consequence  of any  breach of this
          Agreement.

B.        In the event it becomes necessary to enforce this indemnity through an
          attorney,  with or without  litigation,  the successful Party shall be
          entitled to recover  from the  indemnifying  Party all costs  incurred
          including  reasonable  attorney's  fees  throughout any  negotiations,
          trials or appeals, whether or not any suit is instituted.

3.8       Dispute Resolution.

A.        In any action  between the Parties to enforce any of the terms of this
          Agreement  or any  other  matter  arising  from  this  Agreement,  the
          prevailing  Party shall be entitled to recover its costs and expenses,
          including   reasonable   attorney's  fees  up  to  and  including  all
          negotiations,  trials  and  appeals,  whether  or  not  litigation  is
          initiated.

B.        In the event of any  dispute  arising  under  this  Agreement,  or the
          negotiation  thereof or inducements to enter into this Agreement,  the
          dispute shall,  at the request of any Party,  be exclusively  resolved
          through the following procedures:

          1. a.     First,  the issue shall be  submitted  to  mediation  before
                    Mediation,   Inc.  in  Broward  County,  Florida,  with  the
                    mediator to be selected by lot from four  alternatives to be
                    proposed, two by Colmena and two by Strategica.

             b.     The mediation efforts shall be concluded within ten business
                    days after their initiation  unless the Parties  unanimously
                    agree to an extended mediation period;



                                    Page 24
<PAGE>



          2.        In the event that mediation does not lead to a resolution of
                    the dispute,  then at the request of any Party,  the Parties
                    shall  submit the dispute to binding  arbitration  before an
                    arbitration service located in Broward County, Florida to be
                    selected by lot from four  alternatives to be proposed,  two
                    by Colmena and two by Strategica;

          3. a.     Expenses  of  mediation  shall be  borne  by the  initiating
                    Party, if successful.

             b.     Expenses of mediation,  if unsuccessful,  and of arbitration
                    shall be borne by the  Party  or  Parties  against  whom the
                    arbitration decision is rendered.

             c.     If the  terms  of the  arbitral  award  do not  establish  a
                    prevailing   Party,   then  the  expenses  of   unsuccessful
                    mediation  and  arbitration  shall be borne  equally  by the
                    Parties.

3.9       Benefit of Agreement.


     The terms and provisions of this Agreement  shall be binding upon and inure
to  the  benefit  of  the   Parties,   their   successors,   assigns,   personal
representatives, estate, heirs and legatees.

3.10     Captions.

     The captions in this Agreement are for  convenience  and reference only and
in no way define,  describe,  extend or limit the scope of this Agreement or the
intent of any provisions hereof.

3.11     Number and Gender.

     All pronouns  and any  variations  thereof  shall be deemed to refer to the
masculine, feminine, neuter, singular or plural, as the identity of the Party or
Parties, or their personal representatives, successors and assigns may require.

3.12     Further Assurances.

     The Parties agree to do,  execute,  acknowledge  and deliver or cause to be
done,  executed,  acknowledged  or  delivered  and to perform  all such acts and
deliver all such deeds, assignments, transfers, conveyances, powers of attorney,
assurances,  stock certificates and other documents,  as may, from time to time,
be required herein to effect the intent and purpose of this Agreement.

3.13     Status.

     Nothing  in this  Agreement  shall  be  construed  or  shall  constitute  a
partnership,  joint  venture,   employer-employee  relationship,   lessor-lessee
relationship,  or  principal-agent   relationship;   rather,  the  relationships
established hereby are those of settling debtor and creditor.

3.14     Counterparts.



                                    Page 25
<PAGE>




A.

          This Agreement may be executed in any number of counterparts.

B.        All   executed    counterparts    shall   constitute   one   Agreement
          notwithstanding  that  all  signatories  are  not  signatories  to the
          original or the same counterpart.

C.        Execution  by  exchange  of  facsimile  transmission  shall be  deemed
          legally sufficient to bind the signatory;  however, the Parties shall,
          for aesthetic  purposes,  prepare a fully executed original version of
          this Agreement, which shall be the document filed with the Commission.

3.15      Construction.

A.        Each of the Parties  acknowledges  that it has had the  opportunity to
          obtain independent legal advice prior to executing this Agreement.

D.        This Agreement shall not be construed more stringently  against, or in
          favor of, any Party based on authorship.


     In Witness  Whereof,  the Parties have caused this Agreement to be executed
effective as of the last date set forth below.

                                            Colmena Corp.
(CORPORATE SEAL)

Signed in our Presence:
                                          By: /s/ Edward C. Dmytryk /s/
/s/ Sally Ann Stroberg /s/                        Edward C. Dmytryk, President
-------------------------


                                       Attest: /s/ Vanessa H. Lindsey /s/
/s/ Pearl Audit /s/                                Vanessa H. Lindsey, Secretary
-------------------------


Dated:   December 31, 2001





                                    Page 26
<PAGE>


                                              Strategica Services Corporation
signature unreadable                                  and its affiliates:
-------------------------

signature unreadable
_________________________                   By:/s/ Jack D. Burstein /s/
                                                   Jack D. Burstein, President


                                          Attest:  signature unreadable
                                                   Secretary

or otherwise authorized attestation agent

Dated:   December 17, 2001


     BY  SIGNING  BELOW,  THE  UNDERSIGNED  HEREBY  CONSENT  TO THIS  SETTLEMENT
AGREEMENT.

                                                     Strategica Group
                                              Strategica Capital Corporation
                                                  and affiliates


                                             By: /s/ Jack D. Burstein /s/
                                                     Jack D. Burstein, President


                                             Attest: signature unreadable
                                                     Secretary

or otherwise authorized attestation agent

Dated: December  17, 2001




                                    Page 27
<PAGE>




                                   Exhibit 1

                         STRATEGICA SERVICES CORPORATION
                       1221 Bricknell Avenue, Suite 2500
                              Miami, Florida 33131


Lawrence S. Isaacson                                 Main Line: (305) 536-1414
Managing Director                                    Facsimile: (305) 536-1486
Direct Lines (305) 536-1410

May 7, 1998

Mr. Richard C. Peplin, Jr., Chairman and President
Colmena Corp.
25100 Detroit Road Westlake,
Ohio 44145                                              PERSONAL & CONFIDENTIAL


        Re:    Invest Banking and Advisory  Services  Agreement Colmena Corp., a
               public   company   trading  on  the  Bulletin   Board  as  "CLME"
               (separately and collectively  with any affiliate,  subsidiary and
               related entity,  now owned and to be acquired,  controlled and/or
               merged, "Colmena" or the "Company")


Dear Richard:

This investment banking and advisory services agreement ("Agreement") is between
Colmena  and  Strategica  Services   Corporation   ("Services")  and  Strategica
Financial Corporation ("Financial"),  pursuant to which the Company has retained
Services and Financial to render certain  financial  advisory and other services
to the  Company,  on the terms and  conditions  set  forth  below.  As you know,
Strategica has introduced the Company to several  acquisition/merger  candidates
including Global-Net, Inc. ("Global") and North American Communications Control,
Inc.,  ("NACC").  If Colmena  proceeds  with a  Transaction  (as defined  below)
involving  Global,  or NACC (and any other Offering or  Transaction  arranged or
introduced  by  Strategica  as  hereafter  described),  Strategica  shall  be  a
compensated  as set forth  herein.  Further,  you  agree  that  Strategica  will
endeavor to arrange  for a funding  facility,  based upon a business  plan to be
presented to and approved by Strategica, to carry out the business plan in whole
or in part.  Any such finding  facility shall be subject to, among other things,
raising a minimum of  $2,000,000  of new funds as equity for the  Company  under
agreed upon terms and the negotiation and execution of definitive  agreement for
the   acquisitions   and  the  funding  due  execution  and  delivery  of  final
documentation for the funding  facility,  and compliance with all conditions and
covenants of the ultimate funding sources. 1.


1.   Retention.

     A.   The Company hereby retains Services or, a Services' option, Financial,
          to act as the Company's  financial  advisor and,  subject to the terms
          hereof,  Services  agrees to serve in such  capacity  from the date of
          execution of this  Agreement  through April 30, 2003 (the  "Expiration
          Date").  The parties  acknowledge that Services may also cause some of
          its duties to be performed under the name Strategica  Group or another
          affiliate and all rights and benefits under this Agreement in favor of
          Services shall likewise be available to Strategica Group. Services and
          Financial,   as  applicable  shall  have  a  right  of  first  refusal
          concerning arranging or introducing any debt or equity funding for the
          Company  and  providing  any future  investment  banking or  financial
          advisory or related services for the Company.  Services shall have the
          exclusive right concerning  arranging or introducing  Transactions (as
          hereafter  defined)  for the  Company  and the Company and the Company
          shall refer all such inquiries to Services.


                                    Page 28
<Page>
     B.   In   particular,   after  Services  has  been  provided  with  certain
          information,  which it reasonably requests,  Services will, consistent
          with  custom  in the  Investment  banking  industry,  endeavor  to (1)
          provide  advice to the  Company as to, and  assist  the  Company  with
          contract  negotiations,   business  strategies,   and  if  applicable,
          required regulatory filings, (2) provide the Company as to, and assist
          the Company  with,  options  available to the Company,  (3) advise the
          company  with  respect  to the terms and  timing of  potential  public
          offerings  and private  placements of equity or debt  securities,  (4)
          assist the Company in preparing the required offering  documents,  (5)
          assist the Company in identifying one or more potential  equity and/or
          debt  investors  and  discuss  with  such   potential   investors  the
          possibility of their making  investments  in the Company,  (6) provide
          advice to the Company with respect to potential marketing  strategies,
          mergers,  other  acquisitions  reorganizations,  recapitalizations  or
          sales of  assets,  and (7)  provide  advice  in the  structure  of all
          business  strategies and agreements and quarterback  the  negotiations
          and strategies.

     C.   The Company  shall be  responsible  for all fees and costs,  including
          reasonable attorneys and other professional fees and expenses, and for
          all travel, meals, lodging, long distance telephone, courier, postage,
          printing, and other expenses incurred by Services and/or Financial and
          by any  professionals  from time to time in connection with any of the
          aforementioned  activities and the Company agrees to pay such fees and
          expenses and to reimburse  Services  and/or  Financial,  as applicable
          within 10 days of written  request or invoice  thereof,  regardless of
          whether the services are fully or satisfactorily  performed.  Services
          and  Financial  agrees that no single  expense  item from time to time
          sought to be reimbursed  shall exceed $2,500 without the prior written
          approval of the Company, which approval of the Company, which approval
          shall not be  unreasonably  withheld.  Fees and costs of legal counsel
          and other professionals which shall not be limited, however, rates and
          duties shall be pre-approved.

2.   Compensation

     A.   In  consideration  of the execution of this Agreement,  and subject to
          the terms and conditions  hereof, the Company agrees to pay all of the
          following fees:

         (i)        The Company has previously paid Strategica a  non-refundable
                    fee of $25,000 for its due  diligence  review with the March
                    26,  1998  letter  agreement.  To date the  Company  has not
                    delivered   all   requested   documentation   required   for
                    Strategica to complete its diligence.  The Company agrees to
                    forthwith  deliver all remaining  documentation  required by
                    Strategica Be retained as investment  advisor to the Company
                    pursuant to this  Agreement  and assist the Company with the
                    proposed  acquisitions  of  Global  and NACC  (and any other
                    Offering or Transaction arranged or introduced by Strategica
                    as hereafter described),  and advise the Company accordingly
                    on its corporate financing needs and structure.

         (ii)       To Services,  a monthly fee of $5,000 payable on May 1, 1998
                    and  payable on the first day of each  month and  continuing
                    thereafter for 60 days.

         (iii)      To  Financial,  5% of the gross  proceeds  committed  to the
                    Company in respect of equity  sold or issued  after the date
                    of this Agreement and prior to the Expiration Date and 3% of
                    the gross  proceeds  committed  to the Company in respect of
                    deft issued  after the date of this  Agreement  and prior to
                    the  Expiration  Date,  which  are  directly  or  indirectly
                    arranged  or  introduced  by  Financial  or  Services  or an
                    affiliate (each such event being an "Offering"),  payable as
                    provided in Section 2d, upon the closing of such Offering.




                                    Page 29
<Page>




         (iv)       To  Services,  5% of the gross  purchase  price  (including,
                    without  limitation,  the  gross  amount  of any  promissory
                    obligations,  cash and other proceeds) received in a sale of
                    the Company or a Company subsidiary or affiliate,  a line of
                    business,  business segment or operation or material assets,
                    or any merger or  acquisition  of the  Company (or a Company
                    subsidiary or  affiliate)  with or into any other company or
                    person    and    any    acquisition,    reorganization    or
                    recapitalization  of the Company (or a Company subsidiary or
                    affiliate) (iv) To Services,  5% of the gross purchase price
                    (including,  without  limitation,  the  gross  amount of any
                    promissory obligations, cash and other proceeds) received in
                    a sale of the Company or a Company  subsidiary or affiliate,
                    a  line  of  business,  business  segment  or  operation  or
                    material assets, or any merger or acquisition of the Company
                    (or a  Company  subsidiary  or  affiliate)  with or into any
                    other company or person and any acquisition,  reorganization
                    or  recapitalization of the Company (or a Company subsidiary
                    or  affiliate)  or a sale of  assets  involving  any line of
                    business or business  segment or operation or material asset
                    of the Company (or a Company  subsidiary  or  subsidiary  or
                    affiliate) and a debt  restructuring  fee if 15% of all debt
                    restructured,  converted to equity,  extended, etc., in each
                    such  case  prior  to  the  Expiration  Date  (each  of  the
                    aforementioned   such  events  being  a  "Transaction")   in
                    addition to any fees pursuant to Section 2a payable,  except
                    as  provided  in  Section  2d,  upon  the  closing  of  such
                    Transaction.  If any merger or acquisition Transaction would
                    be deemed to require Services to register as a broker-dealer
                    within the meaning of the  Securities  Exchange Act of 1934,
                    such  transaction  will be handled by Financial  who will be
                    responsible  for  all  aspects  of such  transaction  and be
                    entitled to the compensation with respect thereto.

     B.   In addition to the  compensation  to be paid to Services and Financial
          as provided in Section 2a, the Company  shall  reimburse  Services and
          Financial, within 10 days after a written request or invoice therefor,
          for all reasonable  out-of-pocket  expenses (including reasonable fees
          and disbursements of Services and Financial counsel, if any) from time
          to time incurred in connection  with this Agreement  regardless of the
          success  of any  negotiations  or of any other  events  affecting  the
          Company and regardless of whether any such matters are  consummated or
          received or consummated satisfactorily. Services agrees that no single
          expenses  shall exceed $2,500  without  prior written  approval of the
          Company, which approval shall not be unreasonably  withheld.  Fees and
          costs of counsel and other  professionals  which shall not be limited,
          however rates and duties shall be pre-approved.

     C.   Notwithstanding  the  foregoing,  if  prior  to the  Expiration  Date,
          Services  or  Financial  resigns  either (i) as a result of a material
          disagreement on strategy and/or terms, or (ii) because any information
          provided to it or potential  investors  by the Company was  materially
          inaccurate, misstatements or omissions. Services or Financial shall be
          entitled,  in addition to other rights and remedies, to receive and/or
          retain all of the  amounts  which  would have  become due and  payable
          during the term of this Agreement, as if Services or Financial, as the
          case may be, had not  resigned  and all  amounts due and payable up to
          and including the date of such resignation, including any compensation
          paid to such date under  Section 2a and all  amounts  due  pursuant to
          Section  2  hereof  for  expenses,   including   reasonable  fees  and
          disbursements  of  its  counsel  incurred  up  to  and  including  the
          effective  date of such  resignation  and  through  resolution  of any
          dispute.  If prior  to the  Expiration  Date,  Services  or  Financial
          resigns because any information  provided to it or potential investors
          by  the  Counsel  was  materially  inaccurate  or  contained  material
          misstatements or omissions,  and the Company thereafter  proceeds with
          an Offering  or  Transaction  within 3 years  after such  resignation,
          Services  and  Financial  shall also be entitled to receive all of the
          compensation  such party would have been  entitled  to received  under
          Section  2a hereof as if such  party had not  resigned  and as if such
          party had actually  introduced or arranged the Offering or Transaction
          and all  amounts  due  pursuant  to  Section  2 hereof  for  expenses,
          including reasonable fees and disbursements of its counsel incurred up
          to and including the effective  date of such  resignation  and through
          resolution of any dispute.

                                    Page 30
<Page>

     D.   Notwithstanding anything herein to the contrary, the Company shall not
          be obligated hereunder or consummate any Offering or Transaction,  but
          if the  Company  shall  accept  the terms of a  proposed  Offering  or
          Transaction directly or indirectly  introduced or arranged by Services
          or Financial, and such Offering or Transaction shall fail to close due
          to the  Company's  breach of a  condition  to closing  or because  the
          Company  withdraws  from or  changes  the  terms of any such  proposed
          Offering  or  Transaction  or  for  any  other  reason,  Services  and
          Financial  shall be  entitled.  Upon such  event,  to receive the fees
          specified  herein which such party would have received with respect to
          such Offering or Transaction  as if such Offering or  Transaction  had
          closed.

     E.   Notwithstanding  anything herein to the contrary, if the Company shall
          accept the terms of a proposed Offering or Transaction  within 3 years
          after the Expiration Date which was directly or indirectly  introduced
          or arranged,  or from a source  directly or  indirectly  introduced or
          arranged,  by Services or Financial prior to the Expiration Date, then
          Services and Financial shall be entitled,  upon such event, to receive
          the fees  specified  herein which such party would have  received with
          respect to such  Offerings or  Transaction  as if such Offering or had
          closed.

     F.   If Services or Financial  performs  services for the Company  prior to
          the Expiration Date not specifically  covered by this Agreement,  such
          as providing a fairness  option or due  diligence  investigation  with
          respect to an acquisition target, such services will be the subject of
          separate letter agreements and subject to customary investment banking
          fees.

     G.   With respect to any Offering or Transaction,  the Company and Services
          or  Financial,  as may be  applicable,  shall  enter  into  usual  and
          customary   documentation   required  to  affect   such   Offering  or
          Transaction,   including  any  necessary   underwriting  or  placement
          agreement.
3.    Equity

     A.   Strategica  shall receive  warrants for 25% of the common stock of the
          Company,  with the Exercise  Prices being the lowest  market price any
          shares of common  stock are sold or issued or salable or  insalable on
          or  after  March  26,   1998,   capped  at   $6.00/share,   with  full
          anti-dilution and registration  rights. The anti-dilution rights shall
          be  waived   for   dilutive   transactions   exceeding   $10.00/share.
          Strategica's  warrants  shall be earned and issued  upon  closing of a
          funding or acquisition  transaction directly or indirectly  introduced
          or arranged by  Strategica.  Strategica's  equity  shall be subject to
          increase if the Company  does not achieve at least 80% of its mutually
          agreed upon projected  business plan  performance  annually during the
          advisory term, based on the percentage variance off of EBIT.

     B.   In the  event of the  issuance  of any  additional  stock  options  or
          warrants to acquire additional stock of the Company (an "Anti-dilution
          Event").  The Company shall immediately issue or reserve the number of
          additional shares necessary, so that the aggregate shares owned by and
          issuable to Services  equals the  percentage of shares of  outstanding
          capital  stock  of  the  Company  following  the  occurrence  of  such
          Anti-dilution  Event, equals the same percentage owned by and issuable
          to  Services  of shares of capital  stock of the  Company  immediately
          prior to the  occurrence  of such Anti-  dilution  Event,  taking into
          account any  additional  shares of capital stock required to be issued
          by the  Company  to  Services  pursuant  to this  Section  3 above  or
          pursuant to earlier Anti-dilution Events.

     C.   The Company shall execute and deliver a registration  rights agreement
          in the form required by Services with respect to the underlying shares
          owned by Services.

                                    Page 31
<Page>

4.   Indemnity.

     The Company  hereby  agrees to  indemnify  and hold  harmless  Services and
     Financial and their respective affiliates, directors, officers, employment,
     managing directors principals,  shareholders,  agents, controlling persons,
     attorneys,  auditors and accountants  (Services and Financial and each such
     person being an  "Indemnified  Party") from and against any and all losses,
     claims,  damages  and  liabilities,   joint  or  several;,  to  which  such
     Indemnified  Party may  become  subject  under any  applicable  law or suit
     related  to or  arising  out of the  matters  described  in this  Agreement
     (including the  performance of any services for the Company and undertaking
     any  negotiations  on behalf of the Company with third  parties and for the
     consequences of any such negotiations,  and the Company will reimburse each
     Indemnified Party for all fees and expenses  (including  reasonable counsel
     fees  and   expenses)  as  they  are  incurred  in   connection   with  the
     investigation or, preparation for, and defense of any pending or threatened
     claim or any action or proceeding  arising  therefrom,  whether or not such
     Indemnified Party is a party and the prosecution and defense of any counter
     claims,  cross claims and third party claims  arising  therefrom or related
     thereto.  The Company shall defend the Indemnified Parties with counsel who
     shall be selected by Services and Financial  and shall fund such  retainers
     and  payments as required by such  counsel.  The Company will not be liable
     under the  foregoing  indemnification  provision  in  respect  of any loss,
     claim,  damage,  or  liability  to the  extent  that a court  of  competent
     jurisdiction  shall have  determined  by a final  judgment  that such loss,
     claim,  damage or liability resulted primarily from the Indemnified Party's
     willful  misconduct.  The Company shall execute and deliver to Services and
     Financial and such other indemnified party such additional  indemnification
     agreements,  as any of the, shall require to supplement the  aforementioned
     indemnification  agreement.

5. Survival of Certain Provisions.

     Sections 2 through 17 of this Agreement  (and any other  provisions of this
     Agreement  which,  by their terms,  are to remain  operative)  shall remain
     operative and in full force and effect  regardless of (a)  consummation  of
     any Offering or Transaction involving the Company or (b) any termination of
     this  Agreement.  This Agreement  shall be binding upon, and shall inure to
     the benefit of, the Company,  Services,  Financial  and, in the case of the
     Indemnity  Agreement,  the  Indemnified  Parties  referred  to in Section 4
     hereof and their respective legal  representatives,  successors and assigns
     and heirs,  and no other person or entity  shall  acquire or have any right
     under or by virtue  of this  Agreement.  The  Company  represents  that the
     provisions of this Agreement are the legal, valid,  binding and enforceable
     against the Company according to its terms.

6.   Confidentiality.

     The parties  agree that,  except as  required by law,  any advice  rendered
     pursuant to this  Agreement  may not be  disclosed  publicly by the Company
     without the prior written approval of Services and Financial,  and further,
     that no such  legally  required  disclosure  will  be  made  without  prior
     consultation   with  Services  and  Financial.   In  addition,   no  public
     announcement  or filing in which the name of either  party  appears  may be
     made without  prior written  approval of the other party,  except as may be
     required  by  law  following   consultation  with  the  appropriate  party.
     Notwithstanding   the  foregoing,   the  parties  agree  that  Services  or
     Financial, as may be applicable, may publish announcements of its endeavors
     on behalf the Company, including any successful restructuring, financing or
     similar events in conventional  "tombstone" style or other form approved by
     Services or Financial.

7.   Board Seats.

     Services  may,  at its  option,  elect to  designate a person to sit on the
     board(s)  so long as it is a  shareholder  of the  Company or the holder of
     warrants or options to acquire shares of the Company.  Services may require
     the Company obtain acceptable  director and officer insurance.  If there is
     no acceptable  director and officer  insurance  available,  Services at its
     option,  will be an  advisor to the board.  In any  event,  Services  shall
     receive notice of all board,  shareholders and committee meetings, have the
     right to receive all meeting  materials  and financial  data,  and have the
     right to  attend  and  participate  in all  discussions.  Unless  expressly
     prohibited  by  applicable  law,  the Company  agrees to take such  actions
     consistent with this Section as directed by Services.


                                    Page 32
<Page>



8.   Full  Disclosure.

     A.   The Company will  provide,  or cause to be  provided,  to Services and
          Financial all financial and other information requested by Services or
          Financial for the purpose of rendering  its services  pursuant to this
          Agreement  (all such  information  being the Company,  all notices and
          correspondence and agreements  involving any Contract Parties or which
          have or may have a material impact on the Company or its business. The
          Company  recognizes  and confirms that Services and Financial will use
          the  Information  in  performing  the  services  contemplated  by this
          Agreement  without having  independently  verified the Information and
          that Services and Financial do not assume any  responsibility  for the
          accuracy or  completeness of the  information.  Services and Financial
          agree  to use  such  information  strictly  in  accordance  with  this
          Agreement.

     B.   There  is no fact  known  to the  Company's  senior  management  which
          materially  affects or may (so far as the Company's senior  management
          can  now   reasonably   foresee)   materially   affect  the  business,
          properties,  condition  (financial or other) or operations (present or
          Prospective)  of the  Company  which has not been set forth in written
          form  delivered by the Company to Services or  Financial.  The Company
          agrees to keep Services and Financial  promptly  informed of any facts
          hereafter known to the Company which materially affects or may (so far
          as  the  Company's  senior  management  can  now  reasonably  foresee)
          materially affects the business,  properties,  condition (financial or
          other) or operations  (present or prospective)  of the Company.

     C.   As used  throughout  this  Agreement,  the term Company  refers to any
          entity  falling  within the definition of Company on the first page of
          this Agreement and, upon  consummation of any Transaction,  any entity
          hereafter  entity  hereafter  merged or acquired  including Global and
          NACC, as applicable.

9. Consideration.

     The parties  acknowledge  the receipt and  adequacy of good,  valuable  and
     contemporaneous  consideration  for this  Agreement.  Further,  the parties
     acknowledge  that  Services and Financial  shall be  performing  investment
     banking and  financial  advisory  services to the Company and are receiving
     compensation   (fees  and  equity)  in  connection   with  this  Agreement,
     regardless  of whether  Services or an  affiliate  is part of the  ultimate
     lender and regardless whether all of the advisory services are performed or
     performed  satisfactorily.  The parties  acknowledge  that the compensation
     (fees and equity) payable to Services and Financial are not, and are not to
     be  construed,  as the payment of interest  or the  reserving,  charging or
     taking of interest with respect to any financing now or hereafter committed
     or funded by any  affiliate of Services or  Financial or any other  lender.
     Further,  the Company  acknowledges that the work of the warrants issued to
     Services in  connection  with this  Agreement  is wholly  dependent  on the
     success of the Company's  business  venture.

10.  Binding  Agreement.

     When signed by all parties, this Agreement constitutes the entire agreement
     of the parties  and all prior  written or oral  agreements  are merged into
     this letter.  The persons  signing  below are duly  authorized  to do so on
     behalf of the Company and its officers, directors,  employees,  affiliates,
     subsidiaries,  partners and shareholders, as applicable, and the provisions
     of the Agreement are binding upon such persons and entities. This Agreement
     may be executed in counterpart copies and the fact of execution transmitted
     via telecopy.

11.  Finders or Brokers.

     Each party  acknowledges  that there are no finders or brokers  involved in
     introducing  us to the Company other than Biltmore  Securities,  Inc.,  who
     introduced  this matter to us, and the Company shall be solely  responsible
     to pay any fee or commission, including any equity, in connection with this
     agreement and the transactions hereby contemplated and same shall not be an
     obligation  of  Services  or  Financial  or  any  affiliate  thereof.

                                    Page 33
<Page>



12.
     Construction:

     Jurisdiction and Forum.  This Agreement shall be governed by, and construed
     in  accordance  with the laws of the State of  Florida,  without  regard to
     principles  of  conflicts  of law,  and the  exclusive  forum and venue for
     resolution of legal and interpretative issues shall be the state or Federal
     courts in  Miami-Dade  County,  Florida.  The  parties  hereby  consent  to
     personal  jurisdiction in such forum and to personal  service of process by
     mail.

13.  Shareholder Agreement.

     At  Strategica's  request,  the  parties  shall  enter into an  appropriate
     shareholder, voting trust, or other similar agreement, as appropriate, with
     any major or non-ordinary course of business, sale of equity, acquisitions,
     mergers, rising any debt or equity funds, affiliated transactions,  private
     placement, public offerings,  spin-offs, etc.)

14.  Material Agreements.

     The parties agree that employment agreements  satisfactory to Services must
     be  in  place  with  key  management  personnel  prior  to  concluding  any
     transaction,  which must contain satisfactory performance levels, standards
     and  compensation,  both for continuance and renewal.  The parties agree to
     cooperate  with Services in connection  with  background,  credit and other
     similar reviews on the Company and key management  personnel,  all of which
     must be  satisfactory  to Services.

15.  No  Conflict.

     You acknowledge and agree that Services or Financial or an affiliate may be
     involved with or participate in an Offering or Transaction,  including as a
     part  of the  ultimate  finding  source  in an  Offering  or as part of the
     targeted  entity in any  acquisition  or merger  or other  Transaction  and
     Services or Financial or such affiliates may be separately compensated.

16.
     First  Refusal.

     Although  the  services of Services  and  Financial  shall be rendered on a
     non-exclusive  basis,  nevertheless,  the Company agrees to refer all third
     party  funding  proposals  to Services or Financial  or its  designee.  The
     Company  agrees that  Services  and  Financial  shall have a right of first
     refusal to arrange or provide any funding contemplated for the Company from
     a  non-Strategica  affiliated  entity  and  Services  or  Financial  or its
     designee  shall have a  reasonable  time within  which to find  alternative
     funding under  substantially  similar terms.

17.  No Jury Trial.

     The parties  hereby waive any right to a jury trial in connection  with any
     dispute arising out of this Agreement. Please confirm that the foregoing is
     in  accordance  with your  understanding  by signing  and  remitting  to us
     duplicates of this Agreement  within two (2) business days from the date of
     this letter.

                               Very truly yours,

                        STRATEGICA SERVICES CORPORATION

                          By: /s/ Lawrence S. Isaacson
                            Title: Managing Director


                        STRATEGICA FINANCIAL CORPORATION
                          By: /s/ Lawrence S. Isaacson
                           Title: President & C.E.O.


ACCEPTED:  (on behalf of the  Company as defined  above)
By: /s/ Richard C. Peplin,  Jr.,  President
SEAL  5-7-98  Duly  authorized,  on behalf of the Company
as described above

                                    Page 34

<Page>


                                   Exhibit 2



Liabilities *                                                   $       400,757
Accrued expenses                                                        331,000
Guaranteed loan                                                         199,201
                                                                ---------------
Total Current Liabilities                                       $       930,958
                                                                ---------------


Plus any other  liabilities which may be filed in Colmena Corp.'s public filings
with the Securities and Exchange Commission as of the date of this agreement.

*    Liabilities  from the Balance  Sheet dated  September 30, 2001, as filed in
     Colmena Corp.'s 10-KSB for the year ended September 30, 2001.



                                    Page 35
<Page>




                                   Exhibit 3


                              Thornhill Group, Inc.
                    1900 corporate Boulevard, Suite 305 West
                            Boca Raton, Florida 33431


                                December 13, 2001


Colmena Corp.
Crystal Corporate Center
2500 North Military Trail
Suite 225-D
Boca Raton, Florida 33431

Gentlemen:

By this letter,  Thornhill Group, Inc.,  formerly known as Strategica  Financial
corporation, acknowledges to Colmena Corp. that:

1.   Strategica Services Corporation ("Services") joined by Strategica Financial
     Corporation,  entered  into an  Investment  Banking and  Advisory  Services
     Agreement  dated May 7,  1998 (the  "Investment  Banking  Agreement")  with
     Colmena Corp.

2.   We  understand  that  Services  is  settling  its  relationship,   and  any
     relationship of Strategica  Financial  Corporation,  with Colmena Corp. and
     terminating all outstanding agreements with Colmena, including specifically
     the Investment Banking Agreement.

3.   As part of the  settlement  agreement  with Colmena,  Services will receive
     shares of common stock in Colmena  representing  4.9% of the Colmena shares
     on a diluted  basis after  issuance of the shares to Services (the "Colmena
     Shares").

4.   All shares of Strategica Financial Corporation were transferred to Laurence
     Isaacson and thereafter Strategica Financial Corporation was renamed to and
     is now know as Thornhill Group, Inc. As part of this transfer,  termination
     of  that  agreement,  all  of  which  remained  with  Strategical  Services
     Corporation.

5.   Thornhill  has no claim  against  or  interest  in the  Investment  Banking
     Agreement or in any other rights or benefits under the  Investment  Banking
     Agreement,  or in any of the Colmena  Shares  issued to Services  resulting
     from the settlement  agreement  between Services and Colmena,  all of which
     belong to Services.


                                   Sincerely

                              Thornhill Group, Inc.

                      /s/ Laurence S. Isaacson, President

                                    Page 36
<PAGE>