EMPLOYMENT AGREEMENT

     This EMPLOYMENT  AGREEMENT (the "Agreement") is made and entered into as of
this 1st day of June, 1998, by and between COLMENA CORP., a Delaware corporation
("Company"), and RICHARD C. PEPLIN, JR., an Ohio resident ("Employee").


                                 RECITALS

     A. The  Company is a  corporation  engaged  in the  business  of  providing
telecommunications services (the "Business").

     B. Employee is a principal shareholder,  director and executive employee of
the Company.

     C. The Company desires to engage Employee, and Employee agrees to serve, as
the President and Chief Executive Officer of the Cpompany,  subject to the terms
and conditions set forth below.

                                AGREEMENT

     NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth  below,  and for other good and  valuable  consideration,  the receipt and
sufficiency of which are hereby acknowledged, it is hereby agreed as follows:

     1.  Recitals.  The recitals set forth above shall  constitute  and shall be
deemed to be an integral part of this Agreement.

     2.  Duties.  Employee  shall  serve as the  President  and Chief  Executive
Officer of the Company ands shall be responsible for the managing, directing and
supervising  of all the  business  operations  of the  Company,  subject  to the
management  of the Company by the Board of Directors  of the  Company.  Employee
agrees to perform his duties  pursuant to this  Agreement in good faith and in a
manner  which he honestly  believes to be in the best  interests of the Company,
and with such care,  including reasonable inquiry, as an ordinary prudent person
in a like position  would use under similar  circumstances.  Employee  agrees to
observe a duty of loyalty to the Company  placing the  interests  of the Company
ahead of his own.  Employee  shall  diligently  and  faithfully  devote his best
efforts, talents and skills to the Business in accordance with the restrictions,
direction  and  control of the  Company,  and shall  perform  such duties as may
reasonable be assigned to Employee by the Company's Board of Directors from time
to time, but shall not require  Employee to move his principal  residence  from,
Bay Village,  Ohio. Such duties shall be rendered at such place or places as the
Company shall require in accordance with the best interests, needs, business and
opportunities  of the  Company.  Employee  shall at all times be  subject to and
shall  observe  and  carry out such  reasonable  rules,  regulations,  policies,
directions  and  restrictions  as may be  established  from  time to time by the
Company. Employee's service shall be rendered on a full-time basis.

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     3. Limitations on Other Employment. Throughout the Term (as hereinafter
defined) of Employee's employment under this Agreement, Employee shall not enter
into  the  services  of or be  employed  in any  capacity  of for  any  purposes
whatsoever,  whether directly or indirectly, by any person, firm, corporation or
entity other than the  Company,  and will not,  during said period of time.,  be
engaged in any business,  enterprise or undertaking other than employment by the
Company  except  for such other  activities  that do not  detract  from the full
discharge of Employee's duties hereunder.

     4. Compensation and Benefits.

     4.1 Base Salary.  In consideration of Employee's  performance of all of his
duties  and  responsibilities  hereunder  and  his  observance  of  all  of  the
covenants,  conditions  and  restrictions  contained  herein,  Employee shall be
entitled,  during the Term of Employee's  employment  under this  Agreement,  to
receive  a base  salary  ("Base  Salary")  of  Three  Hundred  Thousand  Dollars
($300,000)  per  year,  payable  in  weekly or other  periodic  installments  in
accordance  with the Company's  payroll  procedures in effect from time to time.
The Base Salary has been  expressed in terms of a gross amount,  and the Company
is or may be required to withhold  from such gross amount  deductions in respect
of federal, state or local income taxes, FICA and the like.

     4.2  Incentive  Compensation.  Employee  shall be entitled to the following
incentive compensation:

     4.2.1.  Concurrently  with the  execution  hereof,  Employee  shall receive
options to purchase an aggregate of One Million (1,000,000) shares of the common
stock,  $.01 par  value,  of the  Company,  vesting  at the rate of Two  Hundred
Thousand (200,000) shares per year on each anniversary date of this Agreement at
an exercise price of Six Dollars  ($6.00) per share and  exercisable for six (6)
years  following  the grant of such  options.  The options  granted shall not be
pursuant to the Company's 1998 Stock Option Plan.

     4.2.1.  Additional incentive  compensation shall be determined by the Board
of Directors' Compensation Committee.

     4.3 Employee Benefits.

     4.3.1.  Vacation.  Throughout the Term of Employee's  employment under this
Agreement,  Employee shall be entitled to four (4) weeks of paid vacation (to be
taken at such time or times as is reasonably convenient to the Company).

     4.3.2  Automobile  Allowance.  The Company  will provide  Employee  with an
automobile  allowance  of  $650.00  per  month,  for each  month  in which  this
Agreement remains in effect

     4.3.3 Life Insurance.  The Company shall provide Employee, at the Company's
cost, with a life insurance  policy on the life of Employee,  which policy shall
be owned personally by Employee or his assignee. The amount of such policy shall
be equal to up to five (5) times Employee's Base Salary; provided, however, that
the  Company  shall  not be  required  to pay more than  $5,000.00  per annum in
premiums.  Employee  shall be entitled to increase  the amount of such policy by
reimbursing the Company for the additional premium attributable to such increase


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     4.3.4. Medical, Dental and Disability Insurance.  The Company shall provide
Employee with such other employment  benefits,  including,  without  limitation,
medical  and  dental  insurance,  as is  provided  by the  Company  to its other
executive officers.

     4.4 Expenses.  Employee may incur  reasonable  expenses in  performing  his
services hereunder which shall be reimbursed by the Company,  in accordance with
the Company's  standard expense  reimbursement  policies,  upon  presentation by
Employee of  supporting  documentation  (e.g.,  receipts and  vouchers) for such
expenditures. Expenses reimbursements payable to affiliates of Employee shall be
limited  to an  amount  equal to or  lesser  than the cost of the same  goods or
services charged to third parties.

     5. Term. Employee's employment pursuant to this Agreement shall commence on
the  date  hereof  and  continue   thereafter  through  and  including  the  day
immediately  preceding  the fifth  anniversary  of the date hereof (the  "Term")
unless terminated earlier pursuant to Section 6 below.

     6. Termination.

     6.1 By Company For Cause. Employee's employment under this Agreement may be
terminated immediately by the Company only upon the occurrence of one or more of
the following causes:

     6.1.1  Employee's  conviction of any criminal act involving moral turpitude
or which otherwise tends to bring disrepute upon the Company;

     6.1.2 The  commission  by Employee of any act of  dishonesty  in connection
with the performance of any of Employee's duties hereunder  (including,  but not
limited to falsification of Company records, making false statements of material
facts  to  third  parties   regarding  the  Company's   Business,   fraud,   and
misappropriation or embezzlement  against the Company or any of its customers or
suppliers);

     6.1.3 Any willful  material  breach by  Employee  of any of the  covenants,
conditions  or  restrictions  set forth in this  Agreement,  including,  but not
limited to, the restrictions set forth in Sections 7, 8 or 9 of this Agreement.

     6.1.4 The material failure to perform Employee's duties,  and/or to observe
the written rules, regulations,  policies, directions or restrictions adopted by
the Company from time to time to the extent such rules,  regulations,  policies,
directions  or  restrictions  are  not  inconsistent  with  the  terms  of  this
Agreement,  provided that such failure shall not have been cured within ten (10)
days after  Employee is given  specific  notice and an  opportunity to cure such
failure;

     6.1.5 If  Employee  dies or  becomes  disabled  (Employee  shall be  deemed
"disabled" for purposes of this Agreement if he is unable, by reason of illness,
accident,  or other physical or mental incapacity,  to perform substantially all
of his regular duties for a continuous  period of one hundred twenty (120 days);
and

     6.1.6  Repeated abuse of alcohol or illegal  narcotics  which result in the
failure of Employee to perform his duties hereunder.

     6.2 Severance Pay

     6.2.1  Termination  For Cause.  In the event  Employee's  employment by the
Company is terminated  under Section 6.1,  except for a termination  pursuant to
Section  6.1.5,  Company  shall have no  obligation  to pay any severance pay to
Employee under this Section 6.2.


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     6.2.2 Termination Other Than For Cause. In the event Employee's  employment
by the Company is terminated  for any reason other than pursuant to Section 6.1,
or upon Employee's voluntary  resignation,  death or disability,  Employee shall
receive immediately upon termination,  as severance pay, a cash payment equal to
the Base Salary for two (2) years,  and all options granted  pursuant to Section
4.2 hereof shall vest immediately.

     6.3 Termination in Connection with Charge in Control

     6.3.1  Payments  to  Employee  Upon  Change in  Control.  In the event that
Employee's  employment  under this Agreement is terminated by the Company within
six (6) months of a Change in Control  (as herein  after  defined),  the Company
shall  continue to pay  Employee's  Base  Salary,  as  specified  in Section 4.1
hereof, until the expiration of the Term of this Agreement. For purposes of this
Section  6.3.1,  any  reduction,  without  Employee's  consent,  of his  duties,
responsibility or Base Salary,  or Employee's  relocation by more than 30 miles,
as  compared  to his  duties,  responsibilities,  Base  Salary  or  location  of
employment  immediately  before a Change of Control,  shall,  at the election of
Employee,  be deemed a  termination  of this  Agreement  by the Company upon the
occurrence  of a Change in Control.  Employee  shall not be required to mitigate
the amount of any payments  provided  for in this  Section 6.3 by seeking  other
employment  or otherwise,  nor shall the amount of any payments  provided for in
this Section 6.3 be reduced by any compensation earned by Employee as the result
of employment by another  employer  after the date of Employee's  termination by
Employer, or otherwise.

     6.3.2  Acceleration  of Vesting of  Options.  In the event that  Employee's
employment is terminated upon the occurrence of a Change in Control, all options
granted pursuant to Section 4.2 hereof shall vest immediately.

     6.3.3 Change in Control.  The term "Change in Control"  shall mean a change
in control of the  Company of a nature  that would be required to be reported in
response to item 5(f) of Schedule 14A of Regulation  14A  promulgated  under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"); provided that,
without limitation, such a charge in control shall be deemed to have occurred if
(1) any  "person"  (as such  term is used in  Sections  13(d)  and  14(d) of the
Exchange Act, other than the Company or any "person" who on the date hereof is a
director or officer of the  Company,  is or becomes the  "beneficial  owner" (as
defined in Rule 13d-3  under the  Exchange  Act),  directly  or  indirectly,  of
securities  of the  Company  representing  twenty  percent  (20%) or more of the
combined  voting power of the  Company's  then  outstanding  securities,  or (2)
during  any  period  of two  (2)  consecutive  years  during  the  term  of this
Agreement, as extended (if applicable), individuals who at the beginning of such
period  constitute the Board of Directors  cease for any reason to constitute at
least a majority  thereof,  unless the  election of each  director who was not a
director  representing  at least two thirds of the directors  then in office who
were directors at the beginning of the period.

     7. Disclosure or Use of Confidential Information.

     7.1 Confidentiality and Appropriation of Confidential  Information.  During
the Term of Employee's employment under this Agreement and thereafter,  Employee
will keep  confidential and will not directly or indirectly  reveal,  divulge or
make  known in any  manner to any  person  or  entity  (except  as  required  by
applicable  law  or in  connection  with  the  performance  of  his  duties  and
responsibilities as an employee hereunder) nor use or otherwise  appropriate for
Employee's  own  benefit,  or on behalf  of any  other  person or entity by whom
Employee might  subsequently  be employed or otherwise  associated or affiliated
with,  any  Confidential  Information  9as  hereinafter  defined).  Confidential
Information  shall  include  information  (not readily  complied  from  publicly
available  sources)  which is made available to Employee or obtained by Employee
during the course of his  employment  relating or  pertaining  to the  Company's
Business,   including  trade  secrets,   business  and  financial   information,
operations information, projects, products, customers, supplier names, addresses
and pricing policies,  Company pricing policies,  computer programs and software
or unpublished  know-how,  whether  patented or unpatented.  Employee  agrees to
cooperate  with the Company to maintain the secrecy of and limit the use of such
Confidential Information. Employee further agrees that he is under no obligation
to any former employer which is in any way  inconsistent  with this Agreement or
which imposes any restriction on the Company.

     7.2 Prevention of  Unauthorized  Release of Company  Information.  Employee
agrees to promptly  advise the Company of any knowledge which he may have of any
unauthorized  release  or use of any  Confidential  Information,  and shall take
reasonable  measures to prevent  unauthorized  persons or  entities  from having
access to, obtaining or being furnished with any Confidential Information.

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<PAGE>


     8. Proprietary  Rights and Materials.  All documents,  memoranda,  reports,
notebooks,  correspondence,  files,  lists  and  other  records,  and the  like,
designs,  drawings,  specifications,  computer software and computer  equipment,
computer  printouts,  computer disks, and all photocopies or other reproductions
thereof,  affecting or relating to the Business,  which  Employee shall prepare,
use, construct, observe, possess or control ("Company Materials"),  shall be and
remain the sole property of the Company.  Upon  termination  of this  Agreement,
Employee shall deliver promptly to the Company all such Company Materials.

     9. Non-Competition.

     9.1  Solicitation.  Employee agrees that he will not at any time during his
employment or after the termination or expiration of his employment relationship
with the Company (the "Termination Date"), whether voluntarily or involuntarily,
directly  or  indirectly  for  himself  or any other  person or entity  solicit,
interfere with or endeavor to entice away from the Company any other employee of
the  Company.  Additionally,  Employee  agrees that  during the  Non-Competition
Period (as  hereinafter  defined)  any  employment  by Employee or any entity in
which he has an interest,  directly or indirectly  (other than a publicly traded
company in which he does not have a controlling  interest) of any person who was
in the employ of the Company within the preceding year,  shall be a violation of
this  Section.  For the  purposes of this  Agreement  indirect  interests  shall
include  interests  held  by  Employee's  family  members  or any  partner  in a
partnership  in which  he has a twenty  percent  (20%)  or  greater  partnership
interest.

     9.2 Non-Competition  Agreement.  Employee agrees that while employed by the
Company  and for a three (3) year period  following  the  Termination  Date (the
"Non- Competition Period"), he will not, for himself or on behalf of any person,
partnership,  trust ,  corporation  or other  entity  other than the Company for
whatever reason engage in or be connected with,  directly or indirectly  (either
as  an  employee,  officer,  director,  partner,   shareholder,   consultant  or
independent contractor), any business in which the principal product or focus is
the providing of telecommunications  services,  within those areas in the United
States (the "Non-Competition Area") in which the Company is doing business as of
the Termination Date.

     10. Remedies.

     10.1 Injunctive  Relief. The Company and Employee recognize and acknowledge
that  employee is  employed  under this  Agreement  as an employee in a position
where Employee will be rendering personal services of a special, unique, unusual
and  extraordinary  character  requiring  extraordinary  ingenuity and effort by
Employee. Hereby acknowledges that compliance with the provisions of Sections 7,
8 and 9 of this Agreement (which shall survive the termination of this Agreement
in all  respects) is  necessary  to protect the  goodwill and other  proprietary
interests  of the Company  and that the  Company  would  suffer  continuing  and
irreparable  injury  which  injury is not  adequately  compensable  in  monetary
damages or at law. Accordingly, Employee agrees that the Company, its successors
and assigns may obtain injunctive relief against the breach or threatened breach

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of the foregoing  provisions,  in addition to any other legal remedies which may
be available to it under this Agreement (including money damages),  and that any
such breach or threatened  breach may be  preliminarily  enjoined by the Company
without bond

     10.2 Other Remedies.  However,  no remedy  conferred by any of the specific
provisions  of this  Agreement is intended to be exclusive of any other  remedy,
and each and every remedy shall be cumulative  and shall be in addition to every
other remedy given hereunder or now hereafter existing at law or in equity or by
statue or  otherwise.  The  election of any one or more  remedies by the Company
shall not constitute a waiver of the right to pursue other available remedies.

     10.3  Accounting  for  Profits.  Employee  covenants  and agrees that if he
violates the  provisions of Sections 7, 8 or 9, the Company shall be entitled to
an  accounting  and  repayment  of  all  profits,   compensation,   commissions,
remuneration  or other benefits that Employee has realized and/or may realize as
a result of or in connection with any such violation. These remedies shall be in
addition  and not in  limitation  of any  injunctive  relief or other  rights or
remedies  to which the  Company is or may be entitled at law, in equity or under
this Agreement.

     10.4 Attorneys' Fees. If litigation arises under this Agreement between the
Company and Employee,  the prevailing  party n such litigation shall be entitled
to recover its  reasonable  attorneys'  and  paralegals'  fees,  court costs and
out-of-pocket litigation expenses from the non-prevailing party.

     10.5  Arbitration.  Any  controversy or claim arising out of or relating to
this Agreement, except Sections 7,m 8 and/or 9, shall be resolved by arbitration
in accordance with the Commercial Rules of the American Arbitration  Association
then in effect.  The decision of the arbitrator  shall be final and binding upon
the parties hereto,  and judgement upon the award rendered by the arbitrator may
be  entered  in any court of  competent  jurisdiction.  There  shall be a single
arbitrator,  the situs of the  arbitration  shall be in the County of  Cuyahoga,
State of Ohio, and the prevailing party (or parties) shall also recover from the
losing  party  (or  parties)  reasonable   attorneys'  fees  and  the  costs  of
arbitration as part of the judgment rendered.

     10.6 Cumulative Remedies.  The remedies described in this Section 10 are in
addition to and not in substitution  for any other remedies  available under the
law.

     11.  Severability.  It is the desire of the parties that the provisions and
restrictions  of this  Agreement be enforced to the fullest  extent  permissible
under the laws and public  policies in each  jurisdiction  in which  enforcement
might be sought. Thus, whenever possible,  each provision or restriction of this
Agreement  shall  be  interpreted  in  such  manner  as  to be  effective  under
applicable  law. If any section or portion of this Agreement or the  application
thereof to any party or  circumstance  shall be  prohibited  by or invalid under
applicable law, the invalidity or  unenforceablity of that section or portion of
this Agreement  shall not invalidate any other section or portion,  nor shall ir
affect the  application  of such  section  or portion to other  parties or other
circumstances.  If in any judicial  proceeding,  a court shall refuse to enforce
this  Agreement,  whether  because  the time  limit is too long or  because  the
restrictions contained herein are more extensive (whether as to geographic area,
scope of business or  otherwise)  than is  necessary to protect the business and
goodwill of the  Company,  it is  expressly  understood  and agreed  between the
parties hereto that this Agreement is deemed modified to the extent necessary to
permit this Agreement to be enforced in any such proceedings.

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     12. Term Company as Including  Corporate  Affiliates.  For purposes of this
Agreement,  the term "Company" shall be deemed to include any corporation  which
is in control of,  controlled  by, or under  common  control  with the  Company,
whether or not  Employee  is  directly  employed  by such other  corporation  or
corporations.

     13. Continuing Obligations.  Employee's obligations pursuant to Sections 7,
8 and 9 of this  Agreement and the rights and remedies of the Company  hereunder
shall continue in effect beyond the term of this Agreement.

     14. Waiver or  Modifications.  No waiver or modifications of this Agreement
or of any covenant,  condition,  or limitation  herein  contained shall be valid
unless  in  writing  and duly  executed  by the party to be  charged  therewith.
Furthermore,  no  evidence  of any  modification  or waiver  shall be offered or
received  as evidence in any  litigation  between the parties  arising out of or
affecting this  Agreement or the rights or  obligations of any party  hereunder,
unless such waiver or  modification  is in writing,  duly executed as aforesaid.
The provisions of this Section may not be waived except herein set forth.

     15.  Entire  Agreement.  This written  Agreement  contains  sole and entire
agreement between the parties as to the matters contained herein, and supersedes
any and all other  agreements  between them. The parties  acknowledge  and agree
that neither of them has made any representation with respect to such matters of
this  Agreement  or any  representations  except as are  specifically  set forth
herein,  and each party  acknowledges that he or it has relied on his or its own
judgement in entering into this Agreement.  The parties further acknowledge that
statements or  representations  that may have been  heretofore made by either of
them to the other are void and of no effect and that  neither of them has relied
thereon in connection with his or its dealing with the other.

     16. Choice of Law. This  Agreement  and the  performance  hereunder and all
suits and special  proceedings  hereunder  shall be construed in accordance with
the laws of the State of Ohio.

     17.  Binding Effect of Agreement;  Assignment;  Merger;  Dissolution.  This
Agreement  shall be binding upon and inure to the benefit of the parties  hereto
and their heirs, successors,  assigns and legal representatives.  This Agreement
shall be  construed  as a contract  for  personal  services  by  Employee to the
Company  and  shall not be  assignable  by  Employee.  In the event of the sale,
merger or  consolidation  of the Company,  Employee  agrees that the Company may
assign its rights and obligations hereunder to its successor or purchaser.

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     18.  Notices.  All  notices,  requests,  demands  and other  communications
required or permitted  hereunder shall be in writing and shall be deemed to have
been duly given when  delivered by hand or when mailed by  certified  registered
mail, return receipt requested, with postage prepaid to the following addresses:

                  To Employee:               Richard C. Peplin, Jr.
                                             28900 Lake Road
                                             Bay Village, OH 44140

                  To Company:                Colmena Corp.
                                             25100 Detroit Road
                                             Westlake, OH 44145
                                             Attn: Richard C. Peplin, Jr.

                  With a copy to:            Teresa Tormey Fineman, Esq.
                                             Oppenheimer Wolff & Donnelly LLP
                                             500 Newport Center Drive, Suite 700
                                             Newport Beach, CA 92660


     IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day
and year first written above.

                                                                       "Company"

                                                                  COLMENA CORP.,
                                                          a Delaware corporation

                                                     By: /s/ Robert S. Gigliotti
                                                  Robert S. Gigliotti, Secretary
                                                                      "Employee"

                                                      /s/ RICHARD C. PEPLIN, JR.



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