CONSULTING AGREEMENT

     This CONSULTING AGREEMENT  ("Agreement") is entered into effective November
10, 1997,  between  COLMENA  CORP., a Delaware  corporation,  with its principal
offices  located  at 25100  Detroit  Road,  Westlake,  Ohio  44145  (hereinafter
referred to as the ("Company"),  and SOHAIL QURAESHI,  an individual resident of
Florida,  with his principal offices located at 3465 Sante Barbara,  Wellington,
Florida 33414 (hereinafter Consultant").

1.       Consulting Services

         The  Company  hereby  engages   Consultant  to  perform  the  financial
consulting  services  listed below on the terms and conditions set forth in this
Agreement:

         (A)   Review  the  business   operations   of   potential   transaction
               candidates;

         (B)   Meet  with the  appropriate  shareholder  groups  in an effort to
               resolve any valuation differences;

         (C)   Initiate  and  negotiate  on behalf  of the  Company  to  explore
               potential transactions;

         (D)   Analyze and evaluate the projected  financial  performance of the
               Company;

         (E)   Assist in the formulation of a strategy for discussions  with and
               the  presentation  of a  transaction  proposal to any  interested
               parties;

         (F)   As  mutually  agreed,  advise the Company  regarding  alternative
               financing  structures  (including  bridge  loans)  with  which to
               effect a transaction;

         (G)   Assist  in  negotiations  of  letters  of intent  and  definitive
               purchase or financing  agreements with any interested parties and
               their advisors;

         (H)   Provide, as deemed appropriate by Consultant,  additional advisor
               services related to a transaction.

         (I)   Assist in all international dealings and transactions.

         Company acknowledges that Consultant is not a registered  broker-dealer
and that Consultant  cannot,  and shall not be required  hereunder to, engage in
the offer or sale of securities on behalf of the Company.  While  Consultant has
relationships  and  contacts  with  various   investors,   broker-dealers,   and
investment funds, Consultant's  participation in the actual offer or sale of the
Company  securities  shall be limited to that of an advisor to the Company and a
"finder" of investors,  broker-dealers  and funds. The Company  acknowledges and
agrees that the  solicitation and consummation of any purchases of the Company's
securities  shall be handled by the  Company  or one or more NASD  member  firms
engaged by the Company for such purposes.

2.       Term of Agreement

         The term of this Agreement  shall commence on the date hereof and shall
continue for a period of thirty six (36) months.



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3.       Consideration to Consultants

         3.1      As  compensation  for the  services  rendered  hereunder,  the
                  Company  shall issue and deliver to  Consultant,  One Hundred,
                  Fifty Thousand (150,000) shares of the Company's common stock,
                  $.01  par  value,  which  shares  shall be  registered  by the
                  Company under the Securities Act of 1933, as amended, pursuant
                  to  a   Registration   Statement  on  Form  S-8,  as  soon  as
                  practicable after the Company becomes eligible for use of such
                  form.

         3.2      As additional  consideration  for the services of  Consultant,
                  the Company  agrees to indemnify and hold harmless  Consultant
                  and each of its  officers,  directors,  agents,  employees and
                  controlling persons  (collectively  "Indemnified  Persons") to
                  the fullest extent  permitted by law, from and against any and
                  all losses,  claims,  damages,  expenses (including reasonable
                  fees,  disbursements  and other charges of counsel),  actions,
                  proceedings or investigations (whether formal or informal), or
                  threats  thereof  (all  of  the  foregoing  being  hereinafter
                  referred  to as  "Liabilities"),  based  upon,  relating to or
                  arising out of Consultant's  engagement hereunder,  including,
                  but not limited to Liabilities  arising in connection with the
                  dissemination   of  information   about  the  Company  or  the
                  Company's  business,  whether in any presentation,  in person,
                  through the mails or  otherwise;  provided  however,  that the
                  Company shall not be liable under this paragraph to the extent
                  that it is finally judicially determined that such Liabilities
                  resulted  primarily  from  the  willful  misconduct  or  gross
                  negligence of the Indemnified Person seeking  indemnification.
                  In connection  with the Company's  obligation to indemnify for
                  expenses as set forth  above,  the Company  further  agrees to
                  reimburse each indemnified Person for all expenses  (including
                  reasonable fees,  disbursements  and other charges of counsel)
                  as they are  incurred by such  indemnified  Person;  provided,
                  however, that if an Indemnified Person is reimbursed hereunder
                  for any expenses,  the amount so paid shall be refunded if and
                  to the extent it is  finally  judicially  determined  that the
                  Liabilities  in question  resulted  primarily from the willful
                  misconduct or gross negligence of such Indemnified Person.

4.       Miscellaneous

         4.1      Further Actions. At any time and from time to time, each party
                  agrees,  at its or his  expenses,  to take such actions and to
                  execute  and  deliver  such  documents  as may  be  reasonably
                  necessary to effectuate the purposes of this Agreement.

         4.2      Entire Agreement;  Modification. This Agreement sets forth the
                  entire  understanding  of  the  parties  with  respect  to the
                  subject matter hereof and  supersedes all existing  agreements
                  among them concerning such subject matter, and may be modified
                  only by a written  instrument duly executed by the party to be
                  bound.

         4.3      Notices.  Any  notice  or  other  communication   required  or
                  permitted to be given  hereunder shall be in writing and shall
                  be mailed by certified mail,  return receipt  requested (or by
                  the most  nearly  comparable  method  if  mailed  from or to a
                  location outside of the United States),  or delivered  against
                  receipt to the party to whom it is to be given at the  address
                  of such party set forth in the preamble to this  Agreement (or
                  to such other  address as the party  shall have  furnished  in
                  writing in accordance  with the  provisions of this  Section).
                  Any notice given to any corporate  party shall be addressed to
                  the  attention  of the  Corporation  Secretary.  Any notice of
                  other  communication  given  by  certified  mail  (or by  such
                  comparable  method)  shall  be  deemed  given  at the  time of
                  certification thereof (or comparable act), except for a notice
                  changing a party's  address  which will be deemed given at the
                  time of receipt thereof.

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         4.4      Waiver.  Any waiver by any party of a breach of any  provision
                  of this Agreement shall not operate as or be construed tp be a
                  waiver of any other breach of that  provision or of any breach
                  of any other  provision  of this  Agreement.  The failure of a
                  party  to  insist  upon  strict  adherence  to any term o this
                  Agreement on one or more  occasions  will not be  considered a
                  waiver or deprive that party of the right thereafter to insist
                  upon strict  adherence  to that term or any other term of this
                  Agreement. Any waiver must be in writing and, in the case of a
                  corporate party, be authorized by a resolution of the board of
                  directors or by an officer of the waiving party.

         4.5      Binding  Effect.  The  provisions of this  Agreement  shall be
                  binding  upon and  inure to the  benefit  of the  Company  and
                  Consultant  and  their  respective   successors  and  assigns;
                  provided,  however,  that any  assignment  by any party of its
                  rights under this Agreement without the written consent of the
                  other party shall be void.

         4.6      Severability.  If any provision of this  Agreement is invalid,
                  illegal, or unenforceable, the balance of this Agreement shall
                  remain in effect,  and if any provision in inapplicable to any
                  person  or   circumstance,   it  shall   nevertheless   remain
                  applicable to any other pers and circumstances.

         4.7      Headings.  The  headings  in  this  Agreement  are  solely for
                  convenience of reference and  shall  be given no effect in the
                  construction or interpretation of this Agreement.

         4.8      Counterparts; Governing Law. This Agreement may be executed in
                  any number of  counterparts,  each of which shall be deemed an
                  original,  but all of which together shall  constitute one and
                  the same instrument.  It shall be governed by and construed in
                  accordance  with the laws of the  State of  Delaware,  without
                  giving effect to conflict of laws.

         4.9      Attorney's  Fees.  In the event of a dispute  with  respect to
                  this Agreement,  the prevailing party shall be entitled to its
                  reasonable  attorney's  fees  and  other  costs  and  expenses
                  incurred in litigating or otherwise resolving or settling such
                  dispute.

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the date first set forth above.

                                     COLMENA CORP.
                                     A Delaware corporation

                                     By: /s/ Richard C. Peplin, Jr., President


                                     CONSULTANT:
                                     By: /s/ Sohail Quraeshi, Chairman



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