CONSULTING AGREEMENT

     THIS CONSULTING AGREEMENT  ("Agreement") is entered into effective February
25, 1998,  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 SBV CORPORATION, a Delaware corporation, with
its  principal  offices  located at 6700 North Andrews  Avenue,  Suite 500, Fort
Lauderdale, Florida 33309 (hereafter "Consultant").

1.       Consulting Services

     The Company hereby engages  Consultant to perform the financial  consulting
services  listed  below on the terms  and  conditions  set  forth  below 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 letter of intent and  definitive  purchase
            or  financing agreements  with  any  interested  parties  and  their
            advisors;

    (h)     Provide, as deemed appropriate by Consultant,  additional  financial
            advisory services related to a transaction.

     While  Consultant has  relationships  and contacts with various  investors,
broker-dealers,  and investment funds, Consultant's  participation in the actual
sale of th  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 purpose and will only be undertaken
and effected upon consultation with, and the receipt of advice from, counsel who
are knowledgeable of the state and federal securities law that are applicable to
any  such  transaction(s)  as well as the  rules  and  regulations  of any  Self
Regulatory  Organization that may be applicable to any such transaction(s).  SBV
Corp. will not receive compensation in connection with the offer or sales of the
Company's securities.

2.       Term of Agreement

     The term of this  Agreement  shall  commence  on the date  hereof and shall
continue for a period of twelve (12) months.


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3.       Consideration to Consultant

     3.1 As compensation for the consulting  services  rendered  hereunder,  the
Company shall issue and deliver to Consultant  1,500,000 options (the "Options")
to purchase the share of the Company's common stock, $.01 par value (the "Common
Stock") at an exercise  price $2.00 per share,  with Options,  together with the
underlying  shares of Common Stock shall be  registered by the Company under the
Securities Act of 1933, as amended, pursuant to a Registration Statement on Form
S-8.  The Options  shall vest and become  exercisable  as  follows:  (i) 500,000
Options are immediately exercisable,  (ii) 250,000 Options exercisable on May 1,
1998, (iii) 250,000 Options  exercisable on August 1, 1998, (iv) 250,000 Options
exercisable  on  September  1, 1998 and,  (v)  250,000  Options  exercisable  on
December 1, 1998. The Options  period will  terminate on the second  anniversary
from the date of  execution  of this  Agreement.  Should the  Company be sold or
should it experience a change in control, the options referenced in (ii), (iii),
(iv), and (v) will immediately vest and become exercisable.

     3.2 As additional consideration for the service 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 ot limited to  Liabilities
arising in connection with the dissemination of information about the Company or
the Company's  business,  whether in any presentations,  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 wilful  misconduct of
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  expense,  to take such  actions and to executed  and deliver such
documents  as may be  reasonably  necessary to  effectuate  the purposes of this
Agreement.

     4.2 Entire Agreement; Modification. This Agreement set 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 not 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 shall be in writing and shall be mailed by certified mail,  return receipt
requested  (or by the most  nearly  comparable  method  if  mailed  deom 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


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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.

     4.4 Waiver.  Any waiver by any party of a breach of any  provision  of this
Agreement  shall  not  operate  as or be  construed  to 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 of
this  Agreement  on one of 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
the inure to the  benefit of the  Company and  Consulting  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 provisions of this Agreement is invalid, illegal,
or unenforceable,  the balance of this Agreement shall remain in effect,  and if
any  provision  is  inapplicable  to  any  person  or  circumstances,  it  shall
nevertheless remain applicable to any other persons 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 in  accordance  with the laws of the State of Delaware,  without
giving effect to conflict of laws.

     4.9  Arbitration.  In the event that a dispute  arises with respect to this
Agreement,  any action or  proceeding,  instituted  by any party to this dispute
shall be before the American Arbitration Association ("AAA") pursuant to the AAA
rules ans may be applicable that govern commercial  disputes.  The venue of such
proceedings shall be either Dade or Broward County in the State of Florida.

     4.10  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.

     4.11  Notification,  Consultant shall be notified,  within twenty-four (24)
hours of any such issuance of equity or debt securities.

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

                                                                   COLMENA CORP.
                                                          a Delaware corporation

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

AGREED AND ACCEPTED

SBV CORP.
a Delaware corporation

By: /s/ Elliot Loewenstein
      Name: Elliot Loewenstein
      Title: President


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