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.       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 303
<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.

                (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)

                                      Page 304
<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)  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 305
<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 306
<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.

                                    Page 307
<PAGE>

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.

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.


                                      Page 308
<PAGE>

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.

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.

                                    Page 309
<PAGE>


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 310