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 TROY WISEMAN, an individual resident in the
State of Illinois,  with his principal  offices located at 1901 N. Roselle Road,
Suite 1030, Schaumburg, Illinois, 60195 (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.

     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.

3.       Consideration to Consultants

     3.1  As compensation for the services rendered hereunder, the Company shall
          issue and deliver to Consultant, One Hundred Thousand (100,000) shares
          of the Company's common stock, $.01 par value.

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     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.

     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.

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     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.
                                               Richard C. Peplin, Jr., President


                                            /s/ Troy D. Wiseman
                                             Troy D. Wiseman



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